EXHIBIT 4.5


THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID ACT OR AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO NATIONAL  SCIENTIFIC  CORPORATION THAT SUCH  REGISTRATION IS NOT
REQUIRED.

                       Right  to  Purchase  640,000  shares  of  Common Stock of
                       National Scientific Corporation (subject to adjustment as
                       provided herein)

                      FORM OF COMMON STOCK PURCHASE WARRANT

No. 2004-JAN-001                                     Issue Date: January 6, 2004

     NATIONAL SCIENTIFIC CORPORATION,  a corporation organized under the laws of
the State of Texas (the  "Company"),  hereby certifies that, for value received,
STRATEGIC  WORKING  CAPITAL FUND, LP, 55 Harristown  Road,  Glen Rock, NJ 07452,
telecopier:  (201) 701-0260 (the "Holder"), or its assigns, is entitled, subject
to the terms set forth  below,  to purchase  from the Company from and after the
Issue Date and at any time or from time to time before 5:00 p.m., New York time,
through three (3) years after such date (the "Expiration  Date"),  up to 640,000
fully paid and  nonassessable  shares of Common Stock (as hereinafter  defined),
$.01 par value per share,  of the Company at a per share  purchase price of $.13
for years 1 and 2, and $.15 for year 3. The  aforedescribed  purchase  price per
share, as adjusted from time to time as herein  provided,  is referred to herein
as the "Purchase Price". The number and character of such shares of Common Stock
and the Purchase Price are subject to adjustment as provided herein. The Company
may reduce the  Purchase  Price  without the consent of the Holder.  Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
that certain subscription agreement (the "Subscription Agreement"),  dated at or
about January ___, 2004, between the Company and the Holder.

     As used herein the following terms,  unless the context otherwise requires,
have the following respective meanings:

     (a)  The term "Company" shall include National  Scientific  Corporation and
any  corporation  which  shall  succeed or assume the  obligations  of  National
Scientific Corporation hereunder.

     (b)  The term "Common Stock" includes (a) the Company's Common Stock,  $.01
par value per share,  as authorized on the date of the  Subscription  Agreement,
(b) any other capital stock of any class or classes (however  designated) of the
Company,  authorized on or after such date,  the holders of which shall have the
right,  without  limitation  as to  amount,  either  to all or to a share of the
balance of current  dividends  and  liquidating  dividends  after the payment of
dividends  and  distributions  on any shares  entitled  to  preference,  and the
holders of which shall ordinarily, in the absence of contingencies,  be entitled
to vote for the election of a majority of directors of the Company  (even if the
right so to vote has been suspended by the happening of such a contingency)  and
(c) any other securities into which or for which any of the securities described
in  (a)  or  (b)  may  be  converted   or  exchanged   pursuant  to  a  plan  of
recapitalization, reorganization, merger, sale of assets or otherwise.

                                       1
<PAGE>

     (c)  The term  "Other  Securities"  refers to any stock  (other than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the holder of the  Warrant at any time  shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 4 or otherwise.

     1.   EXERCISE OF WARRANT.

          1.1. NUMBER OF SHARES ISSUABLE UPON EXERCISE. From and after the Issue
Date through and  including  the  Expiration  Date,  the Holder  hereof shall be
entitled to receive,  upon exercise of this Warrant in whole in accordance  with
the  terms  of  subsection  1.2 or  upon  exercise  of this  Warrant  in part in
accordance with  subsection 1.3, shares of Common Stock of the Company,  subject
to adjustment pursuant to Section 4.

          1.2. FULL  EXERCISE.  This  Warrant  may be  exercised  in full by the
Holder  hereof by  delivery  of an  original  or  facsimile  copy of the form of
subscription  attached  as  Exhibit  A hereto  (the  "Subscription  Form")  duly
executed by such Holder and surrender of the original  Warrant  within seven (7)
days of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided  hereinafter),  accompanied by payment, in cash, wire
transfer  or by  certified  or official  bank check  payable to the order of the
Company,  in the amount  obtained by multiplying  the number of shares of Common
Stock for which this Warrant is then  exercisable  by the Purchase Price then in
effect.

          1.3. PARTIAL EXERCISE.  This Warrant may be exercised in part (but not
for a  fractional  share) by  surrender of this Warrant in the manner and at the
place provided in subsection 1.2 except that the amount payable by the Holder on
such partial exercise shall be the amount obtained by multiplying (a) the number
of whole shares of Common  Stock  designated  by the Holder in the  Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise, the
Company,  at its expense,  will forthwith issue and deliver to or upon the order
of the  Holder  hereof a new  Warrant of like  tenor,  in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may  request,  the whole  number of shares of Common Stock for which such
Warrant may still be exercised.

          1.4. FAIR MARKET  VALUE.  Fair Market Value of a share of Common Stock
as of a particular date (the "Determination Date") shall mean:

               (a)  If the Company's Common Stock is traded on an exchange or is
quoted  on the  National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation  ("NASDAQ")  National Market System, the NASDAQ SmallCap Market or the
American  Stock   Exchange,   Inc.,   then  the  closing  or  last  sale  price,
respectively,  reported for the last  business  day  immediately  preceding  the
Determination Date;

               (b)  If the  Company's  Common Stock is not traded on an exchange
or on the NASDAQ  National  Market  System,  the NASDAQ  SmallCap  Market or the
American Stock  Exchange,  Inc., but is traded in the  over-the-counter  market,
then  the  average  of the  closing  bid and ask  prices  reported  for the last
business day immediately preceding the Determination Date;

               (c)  Except as  provided  in clause (d) below,  if the  Company's
Common Stock is not publicly  traded,  then as the Holder and the Company agree,
or in the absence of such an agreement,  by arbitration  in accordance  with the

                                       2
<PAGE>

rules then  standing of the American  Arbitration  Association,  before a single
arbitrator  to be chosen  from a panel of persons  qualified  by  education  and
training to pass on the matter to be decided; or

               (d)  If the  Determination  Date is the  date  of a  liquidation,
dissolution or winding up, or any event deemed to be a liquidation,  dissolution
or winding up pursuant to the Company's charter,  then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such  liquidation,  dissolution  or  winding  up,  plus all other  amounts to be
payable  per share in  respect  of the  Common  Stock in  liquidation  under the
charter,  assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are  outstanding
at the Determination Date.

          1.5. COMPANY  ACKNOWLEDGMENT.  The  Company  will,  at the time of the
exercise of the Warrant,  upon the request of the Holder hereof  acknowledge  in
writing its  continuing  obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in accordance with
the  provisions  of this  Warrant.  If the  Holder  shall  fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to afford to such Holder any such rights.

          1.6. TRUSTEE  FOR WARRANT  HOLDERS.  In the event that a bank or trust
company  shall have been  appointed  as trustee  for the Holder of the  Warrants
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as  hereinafter  described) and shall accept,  in
its own name for the account of the Company or such  successor  person as may be
entitled  thereto,  all  amounts  otherwise  payable  to  the  Company  or  such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

     2.   DELIVERY OF STOCK CERTIFICATES,  ETC. ON EXERCISE.  The Company agrees
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder  hereof as the record  owner of such shares as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered  and  payment  made  for  such  shares  as  aforesaid.  As  soon  as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event  within five (5) days  thereafter  ("Delivery  Date"),  the Company at its
expense  (including the payment by it of any applicable  issue taxes) will cause
to be issued  in the name of and  delivered  to the  Holder  hereof,  or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may direct
in compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued,  fully paid and  nonassessable  shares of
Common  Stock (or Other  Securities)  to which such Holder  shall be entitled on
such exercise,  plus, in lieu of any fractional share to which such Holder would
otherwise be entitled,  cash equal to such fraction  multiplied by the then Fair
Market Value of one full share of Common Stock, together with any other stock or
other securities and property  (including cash, where  applicable) to which such
Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

     3.   ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.

          3.1. REORGANIZATION,  CONSOLIDATION,  MERGER, ETC. In case at any time
or from  time to time,  the  Company  shall  (a)  effect a  reorganization,  (b)
consolidate  with  or  merge  into  any  other  person  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this

                                       3
<PAGE>

Warrant,  on the exercise hereof as provided in Section 1, at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

          3.2. DISSOLUTION.  In the  event  of any  dissolution  of the  Company
following the transfer of all or substantially  all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property  (including cash, where
applicable) receivable by the Holder of the Warrants after the effective date of
such  dissolution  pursuant  to this  Section  3 to a bank or trust  company  (a
"Trustee")  having its  principal  office in New York,  NY, as  trustee  for the
Holder of the Warrants.

          3.3. CONTINUATION OF TERMS.  Upon any  reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the Other Securities and property receivable
on the exercise of this Warrant after the  consummation of such  reorganization,
consolidation or merger or the effective date of dissolution  following any such
transfer,  as the case may be, and shall be binding upon the issuer of any Other
Securities,  including,  in the case of any such transfer,  the person acquiring
all or substantially all of the properties or assets of the Company,  whether or
not such  person  shall  have  expressly  assumed  the terms of this  Warrant as
provided in Section 4. In the event this Warrant does not continue in full force
and effect after the  consummation of the transaction  described in this Section
3, then only in such event will the Company's securities and property (including
cash, where applicable) receivable by the Holder of the Warrants be delivered to
the Trustee as contemplated by Section 3.2.

          3.4  SHARE ISSUANCE. If the Company, during the Outstanding Period (as
defined in the Subscription  Agreement),  shall issue any shares of Common Stock
except for the Excepted  Issuances  (as defined in the  Subscription  Agreement)
prior to the complete exercise of this Warrant for a consideration less than the
Purchase  Price that  would be in effect at the time of such  issue,  then,  and
thereafter  successively  upon each such  issue,  the  Purchase  Price  shall be
reduced  as  follows:  (i) the  number of shares  of  Common  Stock  outstanding
immediately  prior to such issue shall be  multiplied  by the Purchase  Price in
effect at the time of such issue and the product shall be added to the aggregate
consideration,  if any,  received by the Company  upon such issue of  additional
shares of Common  Stock;  and (ii) the sum so  obtained  shall be divided by the
number of shares of Common Stock  outstanding  immediately after such issue. The
resulting  quotient shall be the adjusted  Purchase Price.  For purposes of this
adjustment,  the issuance of any  security of the Company  carrying the right to
convert such  security  into shares of Common Stock or of any warrant,  right or
option to purchase  Common Stock shall result in an  adjustment  to the Purchase
Price  upon the  issuance  of shares  of  Common  Stock  upon  exercise  of such
conversion or purchase rights.  The reduction of the Purchase Price described in
this Section 3.4 is in addition to the other  rights of the Holder  described in
the Subscription Agreement.

     4.   EXTRAORDINARY  EVENTS  REGARDING  COMMON STOCK.  In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or

                                       4
<PAGE>

other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Purchase  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Purchase  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  Holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be adjusted to a number  determined by  multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Purchase  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

     5.   CERTIFICATE  AS TO  ADJUSTMENTS.  In each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrants,  the Company at its expense will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Purchase Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  Holder  of the  Warrant  and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).

     6.   RESERVATION OF STOCK, ETC. ISSUABLE ON EXERCISE OF WARRANT;  FINANCIAL
STATEMENTS. The Company will at all times reserve and keep available, solely for
issuance  and  delivery on the  exercise of the  Warrants,  all shares of Common
Stock (or Other  Securities)  from time to time  issuable on the exercise of the
Warrant.  This  Warrant  entitles  the Holder  hereof to  receive  copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

     7.   ASSIGNMENT; EXCHANGE OF WARRANT. Subject to compliance with applicable
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred by any registered holder hereof (a "Transferor") with respect to any
or all of the shares of Common  Stock.  On the  surrender  for  exchange of this
Warrant,  with the  Transferor's  endorsement  in the form of Exhibit B attached
hereto (the "Transferor Endorsement Form") and together with evidence reasonably
satisfactory to the Company demonstrating  compliance with applicable securities
laws,  the Company at its  expense,  but with payment by the  Transferor  of any
applicable  transfer  taxes,  will  issue and  deliver to or on the order of the
Transferor  thereof a new Warrant or Warrants of like tenor,  in the name of the
Transferor  and/or the  transferee(s)  specified in such Transferor  Endorsement
Form  (each a  "Transferee"),  calling  in the  aggregate  on the  face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

                                       5
<PAGE>

     8.   REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     9.   REGISTRATION  RIGHTS.  The  Holder of this  Warrant  has been  granted
certain  registration  rights by the Company.  These registration rights are set
forth in the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference. Upon the occurrence of a Non-Registration
Event, or in the event the Company is unable to issue Common Stock upon exercise
of this Warrant that has been registered in a Registration  Statement  described
in Section 10 of the Subscription  Agreement,  within the time periods described
in the Subscription  Agreement,  which Registration  Statement must be effective
for the  periods  set forth in the  Subscription  Agreement,  then upon  written
demand made by the Holder,  the Company will pay to the Holder of this  Warrant,
in lieu of  delivering  Common  Stock,  a sum equal to the closing  price of the
Company's Common Stock on the principal market or exchange upon which the Common
Stock is listed for trading on the trading date  immediately  preceding the date
notice is given by the Holder, less the Purchase Price, for each share of Common
Stock designated in such notice from the Holder.

     10.  MAXIMUM  EXERCISE.  The Holder shall not be entitled to exercise  this
Warrant on an exercise date in  connection  with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on an exercise  date,  which would result in beneficial  ownership by the Holder
and its affiliates of more than 9.99% of the outstanding  shares of Common Stock
on such date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended,  and Regulation 13d-3  thereunder.  Subject to
the  foregoing,  the Holder  shall not be limited to aggregate  exercises  which
would result in the issuance of more than 9.99%.  The  restriction  described in
this  paragraph  may be revoked upon  sixty-one  (61) days prior notice from the
Holder to the  Company.  The  Holder  may  allocate  which of the  equity of the
Company deemed  beneficially  owned by the  Subscriber  shall be included in the
9.99%  amount  described  above and which shall be allocated to the excess above
9.99%.

     11.  WARRANT AGENT. The Company may, by written notice to the Holder of the
Warrant,  appoint an agent (a "Warrant Agent") for the purpose of issuing Common
Stock (or Other  Securities) on the exercise of this Warrant pursuant to Section
1,  exchanging  this Warrant  pursuant to Section 7, and replacing  this Warrant
pursuant  to  Section  8,  or any of the  foregoing,  and  thereafter  any  such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such Warrant Agent.

     12.  TRANSFER ON THE COMPANY'S BOOKS.  Until this Warrant is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

     13.  NOTICES. All notices,  demands,  requests,  consents,  approvals,  and
other  communications  required or permitted  hereunder shall be in writing and,
unless  otherwise  specified  herein,  shall  be  (i)  personally  served,  (ii)

                                       6
<PAGE>

deposited  in the mail,  registered  or  certified,  return  receipt  requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such  communications  shall be: (i) if to the  Company to:  National  Scientific
Corporation,  14455 N. Hayden, Suite 202, Scottsdale, AZ 85260-6947,  telecopier
number: (480) 483-8893 948-8324, with a copy by telecopier only to: Susan Regan,
Esq., 14455 N. Hayden, Suite 202, Scottsdale, AZ 85260-6947,  telecopier:  (480)
483-8893, and (ii) if to the Holder, to the address and telecopier number listed
on the first  paragraph  of this  Warrant,  with a copy by  telecopier  only to:
Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176,
telecopier number: (212) 697-3575.

     14.  MISCELLANEOUS.  This  Warrant  and any  term  hereof  may be  changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be construed and enforced in accordance  with and
governed by the laws of New York. Any dispute  relating to this Warrant shall be
adjudicated  in New York County in the State of New York.  The  headings in this
Warrant are for  purposes of  reference  only,  and shall not limit or otherwise
affect  any of the terms  hereof.  The  invalidity  or  unenforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision.

     IN WITNESS  WHEREOF,  the Company has executed  this Warrant as of the date
first written above.

                                              NATIONAL SCIENTIFIC CORPORATION



                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

Witness:



---------------------------------


                                       7
<PAGE>

                                    EXHIBIT A


                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)


TO:  NATIONAL SCIENTIFIC CORPORATION.

The undersigned,  the holder of the within Warrant, hereby irrevocably elects to
exercise  this  Warrant for, and to purchase  thereunder,  __________  shares of
Common Stock of National  Scientific  Corporation  and herewith makes payment of
$_______ therefor,  and requests that the certificates for such shares be issued
in the name of, and delivered to ________________________________  whose address
is ____________________________________________________________________________.

The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.

Dated: ___________________

                                       -----------------------------------------
                                       (Signature must conform to name of holder
                                       as specified on the face of the Warrant)


                                       -----------------------------------------
                                       (Address)





                                       8
<PAGE>

                                    EXHIBIT B


                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)


     For value received,  the undersigned hereby sells,  assigns,  and transfers
unto the  person(s)  named  below  under  the  heading  "Transferees"  the right
represented  by the within  Warrant to  purchase  the  percentage  and number of
shares of Common Stock of NATIONAL  SCIENTIFIC  CORPORATION  to which the within
Warrant  relates  specified  under the  headings  "Percentage  Transferred"  and
"Number Transferred,"  respectively,  opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the books
of  NATIONAL  SCIENTIFIC  CORPORATION  with full  power of  substitution  in the
premises.


------------------------- ---------------------------- -------------------------
TRANSFEREES                  PERCENTAGE TRANSFERRED        NUMBER TRANSFERRED
------------------------- ---------------------------- -------------------------

------------------------- ---------------------------- -------------------------

------------------------- ---------------------------- -------------------------

------------------------- ---------------------------- -------------------------


Dated:  ______________, _____
                                    --------------------------------------------
                                    (Signature must conform to name of holder as
                                    specified on the face of the warrant)

Signed in the presence of:


----------------------------------  --------------------------------------------
              (Name)
                                    --------------------------------------------
                                                     (address)
ACCEPTED AND AGREED:
[TRANSFEREE]
                                    --------------------------------------------

                                    --------------------------------------------
                                                     (address)
----------------------------------
              (Name)



                                       9