EXHIBIT 10.5

                     FORM OF STOCK RETAINAGE PLAN AGREEMENT


     THIS STOCK RETAINAGE PLAN AGREEMENT (hereinafter referred to as this "Stock
Plan  Agreement")  made this ________ day of  _______________,  2004, is entered
into by and between NATIONAL SCIENTIFIC CORPORATION, a Texas Corporation ("NSC")
based is Scottsdale, Az., and _______________________, whose principal residence
is ______________________. The aforementioned persons and entities are sometimes
collectively  referred to herein as the "parties" or "Parties" and  individually
as a "party".

                                    RECITALS

     WHEREAS, ____________________ is an employee of NSC; and

     WHEREAS, NSC compensates employees for services to the Company; and

     WHEREAS,  NSC's  common stock  ("Common  Stock") has a market value at this
month of _______________,  2004 of approximately ______cents per share, and this
same  Common  Stock  restricted  under SEC rule 144 would be  expected to have a
lower market value were it saleable on an open market; and

     WHEREAS,  NSC's total revenues in calendar year 2003 through  ______(month)
were less than $__________; and

     WHEREAS NSC and the  employee  have agreed that the  employee is willing to
provide  best efforts to guide the company  towards  growth and success over the
next fiscal year and beyond;

     NOW THEREFORE,  in  consideration of the agreement by the parties and other
good and valuable consideration,  the receipt, adequacy and sufficiency of which
is hereby acknowledged and confessed, the parties hereby agree as follows:

     1.   Each of the  foregoing  recitals  is  incorporated  in this Stock Plan
          Agreement as a material term and condition.
     2.   The company  agrees today to grant the employee  __________  shares of
          its Common  Stock  restricted  under SEC rule 144,  provided  that the
          Company  revenues  in Calendar  Year 2004  surpass  $200,000,  a large
          increase over Calendar Year 2003,  and also provided that the employee
          remain continuously employed with NSC throughout ____________.  Should
          this not occur,  this stock grant will be forfeited  by the  employee,
          and such stock promptly returned to NSC.
     3.   The Company agrees to grant the employee an additional _____ shares of
          its common  stock,  restricted  under SEC rule 144,  provided that the
          Company  revenues in  Calendar Year  2004 surpass  $1,000,000, a large

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          increase over Calendar Year 2003,  and also provided that the employee
          remain  continuously  employed  with NSC  throughout  the 2004 period.
          Should  this not occur,  this stock  grant  will be  forfeited  by the
          employee, and such stock promptly returned to NSC.
     4.   Such stock  grants  will be issued by NSC at the  earliest  reasonable
          date.
     5.   If Common  Stock  granted  under  this  Agreement  should be  promptly
          returned to the Company, and is not promptly returned, the Company may
          take steps to cancel or otherwise  nullify the grant of such shares of
          Common Stock as should be promptly returned, with the employee bearing
          all the costs incurred through this process.
     6.   The term of this Stock  Retainage Plan Agreement is from  ___________,
          2004 to ______________________.

     IN WITNESS WHEREOF,  THE Parties have executed this Stock Plan Agreement in
Scottsdale, Arizona, on the date set forth beside their respective names.


NATIONAL SCIENTIFIC CORPORATION                               EMPLOYEE

By:     _________________________________           ____________________________

Title:  _________________________________           ____________________________

Date:   _________________________________           ____________________________


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