ex10-1




EXHIBIT 10.1


EMPLOYMENT AGREEMENT


      This Employment Agreement (“Agreement”) is entered between National
Scientific Corporation and Majid Hashemi, effective December 1, 2000. “NSC,”
“Employer,” or “Company” as used in this Agreement means National Scientific
Corporation and/or its subsidiaries or affiliate corporations located in the
United States or elsewhere. “Employee” or “Hashemi” as used in this Agreement
means Majid Hashemi.


      For good and valuable consideration, including the covenants set forth
herein, the parties agree as follows:


      1.    Displacement
of Existing Contracts: This Agreement supersedes and
entirely revokes, abrogates, and displaces any and all existing independent
contractor agreements and other agreements between the parties hereto,
including, without limitation, that certain Consulting Agreement dated
September 1, 2000 between the Company and Employee (the “Consulting
Agreement”).


      2.    Position
and Duties of Employee: Effective December 1, 2000, Hashemi is
retained by NSC in the position of President. Hashemi will perform such duties
as are assigned by the Chief Executive Officer or the Board of Directors
consistent with that position, including, without limitation, development on
behalf of NSC of quality patentable technology and products, and will devote
his full knowledge, skills, attention, and efforts to the business of the
Company.


      3.    Period
of Employment: The term of this Agreement (“Period of
Employment”) will be one (1) year, commencing the date on which Hashemi is
retained, unless sooner terminated in accordance with the provisions set forth
herein. This Agreement will be self-renewing for subsequent one-year Periods
of Employment unless one of the parties notifies the other in writing at least
sixty days before the end of the then-current Period of Employment of his/its
intent not to renew.


      4.    Compensation: For his services under this Agreement, Hashemi will:

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	 	a.	 	receive an annual gross salary of Two Hundred Fifty-Two
Thousand Dollars ($252,000.00), payable semi-monthly. Adjustments
to annual salary are to be determined by the Board of Directors.
Adjustments to annual salary must be in writing.
	 
	 	b.	 	be entitled to participate in benefits programs offered
employees of NSC in his benefits classification.
	 
	 	c.	 	be entitled to four (4) weeks of paid vacation per year.
	 
	 	d.	 	be eligible for future cash and stock incentives the Company
may, in its sole discretion, decide to offer him.
	 
	 	5.	 	Additional Equity
Compensation.
	 
	 	a.	 	Contemporaneously with the execution of this Agreement,
Employee will surrender to the Company the stock certificate(s)
representing the 1,000,000 shares of the Company’s Common Stock
issued to Employee pursuant to Section 4.1 of the Consulting
Agreement. In addition, Employee will surrender to the Company the
stock certificate(s) representing the 250,000 shares of the
Company’s Common Stock issued to Employee in two separate, 125,000
share increments, in May and July 2000 respectively, stock
certificate(s) issued in March, 2000 representing 50,000 shares of
the Company’s Common Stock and stock certificate(s) issued in April,
2000 representing 25,000 shares of the Company’s Common Stock.
	 
	 	b.	 	Contemporaneously with the execution of this Agreement, the
Company will issue to Employee an option to purchase 2,100,000
shares of the Company’s Common Stock at an exercise price of $.46
per share pursuant to the terms of an option agreement in the form
attached hereto as
Exhibit A.
	 
	 	c.	 	On January 1, 2001, the Company will issue to Employee an
option to purchase 666,667 shares of the Company’s Common Stock at
an exercise price equal to



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	 	 	 	25% of the closing sales price of the Company’s Common Stock on
January 1, 2001. The option shall be evidenced by an option
agreement substantially in the form attached hereto as
Exhibit B.
These options are to be granted in lieu of the restricted stock
grants referred to in Section 4.1 of the Consulting Agreement,
which originally called for the issuances of 250,000 restricted
shares each on February 1, 2001 and April 1, 2000, respectively.



      6.    Expenses: NSC will reimburse Hashemi for all reasonable business
expenses incurred and documented in compliance with Company policy and
procedure.


      7.    External
Covenants and Restrictions: Hashemi certifies that he has
notified NSC and provided NSC a copy of any and all restrictive covenants and
similar obligations he may have undertaken by reason of a prior employment or
other relationship. Hashemi agrees not to undertake, during his employment by
NSC, any external obligation that could restrict his ability to perform his
duties under this Agreement.


      8.    Ownership of Work Product: Hashemi acknowledges and agrees that the
nature of his services to NSC and its clients/customers may have involved and
continue to involve development and/or improvement of technology, systems,
processes, procedures, computer-software programs, other programs, and related
documentation.



	 	a.	 	Hashemi agrees that all new or improved technology, systems,
processes, procedures, computer-software programs, other programs,
and related documentation that Hashemi has or has had any part in
developing or improving will be and remain the sole and exclusive
property of NSC and that Hashemi will acquire no right, title, or
interest therein. Hashemi further agrees to execute any and all
documents necessary for NSC to secure and protect its interest in
any such technology, systems, processes, procedures,
computer-software programs, other programs, and related
documentation, including but not limited to documents related to
non-disclosure, patents, licenses, or copyrights, whether of any
state, federal, or foreign government.



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	 	b.	 	Hashemi further acknowledges and expressly agrees that all
files, records, lists, books, literature, correspondence, documents,
services, products and data of any type whatsoever related to or
used in the conduct of the business of NSC, its customers/clients,
or prospective customers/clients will remain the property of NSC.
Hashemi agrees that, upon termination of his employment for any
reason whatsoever, he will surrender and deliver to NSC all such
information and materials.
	 
	 	c.	 	The parties agree that this section survives the termination
of this Agreement.



      9.    Confidential Information: Hashemi acknowledges that, in the course of
his previous contract(s) with NSC and this employment, he has acquired and will
be acquiring, using, and adding to confidential information of a special and
unique nature and value. Hashemi acknowledges and understands that NSC is in a
highly competitive business and that its success depends in significant part on
maintaining a competitive advantage. Hashemi acknowledges and understands that
NSC maintains and uses confidential information to gain and maintain such a
competitive advantage.



	 	a.	 	For the purposes of this Agreement, “confidential
information” is that which is not routinely disclosed by the
management or Board of Directors of NSC in response to inquiries and
is not readily obtainable elsewhere without expenditure of
significant time, effort, or expense. “Confidential information”
includes but is not limited to information related to the business,
operations, assets, systems, plans, products, contracts, procedures,
processes, documentation, computer programs, or software products of
NSC and/or its customers or clients and any information about the
development or improvement of any technology by NSC and/or its
customers or clients. Information obtained by Hashemi in the course
of his previous work with NSC or employment under this Agreement is
confidential information unless it can reasonably be presumed to be
in the public domain.
	 
	 	b.	 	Hashemi agrees that he will not, during or after his
employment, disclose any confidential information to any person(s)
without the express written permission of NSC.



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	 	c.	 	Hashemi acknowledges and agrees that any disclosure of
confidential information by him will constitute a material breach of
this Agreement and cause for termination of this Agreement and will
give rise to such other legal remedies as NSC may elect to pursue.
	 
	 	d.	 	The parties agree that this section survives the termination
of this Agreement.



      10.   Agreement
Not to Compete: Hashemi acknowledges that, in addition to
confidential information to which he has had access and will have access during
the course of his employment, he will be given the opportunity to develop and
maintain close personal rapport and good relations on behalf of NSC with other
employees of NSC and with existing and future customers and prospective
customers of NSC. Hashemi agrees that during the Period of Employment and any
extension thereof and for a period of one (1) year after termination of this
Agreement, he will not, directly or indirectly, as owner, partner, principal,
shareholder, director, officer, agent, or in any other capacity:



	 	a.	 	solicit, divert, or accept business from any current or
prospective customer or client of NSC with whom Hashemi had contact
in his capacity as an employee or contractor of NSC during the
one-year period before termination of this Agreement or
	 
	 	b.	 	employ or solicit for employment any employee of NSC with
whom Hashemi worked during the one-year period before termination of
this Agreement.
	 
	 	c.	 	For purposes of this Agreement, a “prospective” customer or
client is one that, during the one-year period before termination of
this Agreement, received a proposal from NSC or whose business was
demonstrably solicited by NSC.
	 
	 	d.	 	The parties agree that this section survives the termination
of this Agreement.



      11.   Termination of Employment: This Agreement will terminate as provided
in Section 3 unless sooner terminated pursuant to one of the following events.


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	 	a.	 	This Agreement will terminate upon mutual written agreement
of NSC and Hashemi, in accordance with the terms of that mutual
agreement.
	 
	 	b.	 	This Agreement will terminate upon the sale of all or
substantially all of the assets or outstanding capital stock of NSC
or any other material change in control of the Company. In the
event of such termination, NSC will pay Hashemi an amount equivalent
to one hundred fifty percent (150%) of his then-current annual gross
salary.
	 
	 	c.	 	This Agreement will terminate upon the liquidation,
dissolution or bankruptcy of NSC. In the event of such termination,
however, NSC will pay Hashemi an amount equivalent to twenty-five
percent (25%) of his then-current annual gross salary.
	 
	 	d.	 	This Agreement will terminate on the date of Hashemi’s death.
	 
	 	e.	 	Hashemi may terminate this Agreement without cause upon
thirty (30) days written notice to NSC. In the event of such
termination, Hashemi will be entitled only to compensation earned on
or before the final date of employment. In addition, should Hashemi
terminate this Agreement pursuant to this Section 11.e, all
unexercised options are deemed void and cannot be exercised.
	 
	 	f.	 	NSC may terminate this Agreement without cause upon written
notice to Hashemi. In the event of such termination, however, NSC
will pay Hashemi a lump sum payment equivalent to one half his
then-current annual gross salary. Additionally, in the event of
termination of this Agreement pursuant to this Section 11.f or
Section 11.g the unexercised portion of the options granted under
Sections 5.b and 5.c of this Agreement (collectively, the
“Unexercised Options”) shall expire concurrently with the
termination of this Agreement, and within ninety (90) days of the
termination of this Agreement Hashemi shall surrender to the Company
the agreements evidencing the Unexercised Options and the Company
shall issue to Hashemi (i) a number of shares of the Company’s
Common Stock having a Fair Market Value equal to the product of the
number of



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	 	 	 	shares of the Company’s Common Stock for which the Unexercised
Options granted pursuant to Section 5.b of this Agreement were
exercisable at the date of termination of this Agreement multiplied
by the difference between (x) the Fair Market Value of the
Company’s Common Stock at the date of termination of this Agreement
and (y) $0.46 and (ii) a number of shares of the Company’s Common
Stock having a Fair Market Value equal to the product of the number
of shares of the Company’s Common Stock for which the Unexercised
Options granted pursuant to Section 5.c of this Agreement were
exercisable at the date of termination of this Agreement multiplied
by the difference between (x) the Fair Market Value of the
Company’s Common Stock at the date of termination of this Agreement
and (y) the exercise price of the Unexercised Option granted
pursuant to Section 5.c of this Agreement. If the calculations set
forth in the immediately preceding sentence result in a negative
number, the Company shall have no obligation to issue shares of the
Company’s Common Stock to Hashemi. As used in this Section 11.f,
the term “Fair Market Value” of the Company’s Common Stock shall
mean (i) if the Company’s Common Stock is listed on a national
securities exchange or quoted in an interdealer quotation system,
the average closing sales price for the Company’s Common Stock for
the thirty (30) trading days immediately preceding the date of
termination of this Agreement or (ii) if the Company’s Common Stock
is not listed on a national securities exchange or quoted in an
interdealer quotation system, the value as determined by the Board
of Directors of the Company.
	 
	 	g.	 	Notwithstanding any other provision hereof, NSC may terminate
this Agreement and Hashemi’s employment for cause upon written
notice to Hashemi, specifying the cause for termination. “Cause for
termination” is defined as any of the following: neglect of duties,
insubordination, failure to comply with lawful instructions, fraud,
theft, habitual drunkenness or substance abuse, unethical business
conduct, conviction of a felony, any act or failure to act that
would constitute a felony if prosecuted pursuant to applicable
criminal statutes, any material breach of this Agreement, any
willful or repeated violation of material company policy; failure to
comply with applicable federal or state statute or



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	 	 	 	regulations in trading Company stock. In the event of termination
pursuant to this Section 11.g, Hashemi will be entitled only to
compensation earned on or before the final date of employment.



      12.   Scope and Modification of Agreement: The parties agree that this
Agreement contains the entire agreement between the parties concerning
Hashemi’s employment by NSC. All previous and contemporaneous statements and
representations by either party are of no effect and are expressly superseded
and replaced by this Agreement. Neither party has relied on any statement or
representation by the other party or any representative of the other party that
is not expressly stated in this Agreement. Changes or amendments to this
Agreement are of no effect unless in writing signed by both parties.


      13.   Severability: The provisions herein entitled Position and Duties of
Employee, Compensation, Expenses, Termination of Employment, and Prohibition of
Assignment are not severable. The ruling of any court or arbitrator of
competent jurisdiction that any severable provision is void, voidable, or
otherwise unenforceable shall have no effect on the validity and enforceability
of any other provision.


      14.   Standstill: Through the term of this Agreement and for a period of
three (3) years following termination of this Agreement, Hashemi agrees that he
will not during any calendar quarter sell, transfer, pledge or otherwise
dispose of more than the lesser of (i) 250,000 shares of the Company’s Common
Stock owned by him or (ii) the maximum number or shares of the Company’s Common
Stock owned by him that may be sold, transferred, pledged or otherwise disposed
of by him on a legally permissible basis. The parties agree that this section
survives the termination of this Agreement.


      15.   Prohibition of Assignment: This Agreement is personal to Hashemi and
neither party can assign his/its performance obligations hereunder to any third
party. Notwithstanding that, the rights of the parties under this Agreement
inure to the benefit of their respective successors, heirs, and assigns.


      16.   Choice of Law: This Agreement is to be construed and interpreted in
accordance with the laws of Arizona, except as those laws may be preempted by
federal law. No action

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 involving this Agreement may be brought except as provided in Sections 19
and 20 below, and no court action challenging the enforceability of Section 19
may be brought except in the United States District Court for the District of
Arizona.


      17.   Waiver: Waiver by either party of any breach under this Agreement
shall not operate as a waiver of any subsequent breach of the same or any other
provision of this Agreement.


      18.   Notices: Any notice required under this Agreement shall be sufficient
if given in writing and sent by registered mail to the below address of the
party to be noticed.



	 	 	 
	National Scientific Corporation
		
Majid Hashemi

	
	
	
	

	4455 E. Camelback Road
		
1363 Corte Bonita

	
	
	
	

	Suite E-160
		
San Jose, California 95102

	
	
	
	

	Phoenix, Arizona 85018




      19.   Arbitration of Claims and Disputes: Except as otherwise expressly
provided in this Agreement, any civil claim (except workers’ compensation and
unemployment compensation claims) which arises out of or relates in any way to
this Agreement, to the parties’ previous contract(s), or to the employment
relationship between the parties shall be settled by exclusive, binding, and
final arbitration in Phoenix, Arizona, in accordance with the following terms
and procedures. This includes but is not limited to claims arising under the
common law of contract or tort and claims arising under any federal, state,
county, or municipal constitution, charter, statute, rule, or regulation. The
parties expressly agree to forego any right to trial by a judge and/or jury in
favor of final, binding, and exclusive arbitration.



	 	a.	 	The party with a civil claim must notify the other party in
writing by registered mail within the times set forth by statute for
filing a civil claim of the type asserted of its desire to have the
claim resolved by arbitration.
	 
	 	b.	 	Upon notice of a timely civil claim, the parties will agree
upon an arbitrator or, if unable to agree, will request a list from
the American Arbitration Association or some other
mutually-agreed-upon provider of arbitrators from which list the
parties will alternate strikes until only one name remains. That
last remaining



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	 	 	 	name will be the arbitrator. If that person is unavailable, the
name last struck will be the arbitrator, and so forth until an
arbitrator is secured.
	 
	 	c.	 	The arbitrator shall have no authority to add to, subtract
from, or otherwise modify the terms of this Agreement or to make
awards beyond those provided for by the statute or other theory of
action under which the claim arises. Both parties must submit for
arbitration at this time or permanently forego any and all existing
claims against the other party arising from this Agreement, the
previous contract(s) between the parties, or the employment
relationship between them.
	 
	 	d.	 	Any party to the arbitration may be represented by counsel.
Each party shall bear his/its own attorney’s fees. The party
producing a witness is responsible for paying that witness’ fees and
expenses. The arbitrator’s fees and expenses, including required
travel and per diem costs, and the cost of any evidence or proof
produced at the arbitrator’s direction are apportionable and shall
be borne as determined by the arbitrator. All decisions of the
arbitrator made in accordance with this policy shall be final and
conclusively binding upon the parties. The parties agree that the
arbitrator’s award may be entered as a judgment by any court of
competent jurisdiction.
	 
	 	e.	 	Issues of procedure, arbitrability, appeal, or confirmation
of award shall be governed by the Federal Arbitration Act, 9 U.S.C.
sections 1-16.
	 
	 	f.	 	The parties agree that this section survives the termination
of this Agreement.



      20.   Right to Injunctive Relief: Notwithstanding the parties’ agreement to
arbitrate any and all civil claims that may arise from this Agreement, their
previous contract(s), or the employment relationship between them, Hashemi
acknowledges and agrees that any breach or threatened breach of Section 8 or
Section 9 will cause NSC irreparable harm and entitle NSC to such injunctive
relief as may be necessary to prevent such a breach by Hashemi and/or any
person acting for or with him. This right to injunctive relief is in addition
to and without limitation of any other rights, remedies, or damages available
to NSC under this Agreement or at law or in equity. Hashemi shall reimburse
NSC its costs and reasonable attorney’s fees incurred

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 in obtaining such injunctive relief. The parties agree that this section
survives the termination of this Agreement


      21.   Damages for Breach: NSC’s liability to Hashemi for wrongful
termination of this Agreement or any other breach thereof shall not exceed the
amount of actual damages proven and, in any case, shall not exceed the amount
of compensation and expenses Hashemi did not receive and would have received
had he completed the then-current Period of Employment.


      22.   Independent Legal Counsel: Each of the parties agrees that he/it has
read and understands the terms of this Agreement and that he/it has had ample
opportunity to seek the counsel of his/its own attorney before executing this
Agreement.


      23.   Execution in Counterparts: This Agreement may be executed in
counterparts with the same effect as if the parties had signed the same
document. The counterparts shall be construed together and shall constitute
one Agreement.


               
  National Scientific Corporation



	 	 	 	 	 
	By:
		
________________________________

		_____________________________________

	 
	
		

		Majid Hashemi

	 
	Its:
		
________________________________

		Date: _______________________________

	 
	Date:
		
________________________________




11







EXHIBIT A


NATIONAL SCIENTIFIC CORPORATION

NONQUALIFIED STOCK OPTION AGREEMENT


      This Nonqualified Stock Option Agreement (the “Agreement”) is entered into
between NATIONAL SCIENTIFIC CORPORATION, a Texas corporation (the “Company”),
and Majid Hashemi (the “Optionee”) as of the 1st day of December, 2000 (the
“Date of Grant”). In consideration of the mutual promises and covenants made
herein, the parties hereby agree as follows:


      1. Grant of Option. Under the terms and conditions of the Company’s
Amended and Restated 2000 Stock Compensation Plan (the “Plan”), which is
incorporated herein by reference, the Company grants to the Optionee an option
(the “Option”) to purchase from the Company all or any part of a total of two
million (2,100,000) shares of the Company’s Common Stock, par value $.01 per
share, at a price of $.46 per share. All capitalized terms used in this
Agreement not otherwise defined herein shall have the meaning set forth in the
Plan.


      2. Character of Option. The Option is not an “incentive stock option”
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).


      3. Term. The Option will expire on the day prior to the tenth anniversary
of the Date of Grant or, in the event of the Optionee’s termination of service
as an employee of the Company for any reason other than his death, on the date
of termination of Optionee’s employment. In the event of Optionee’s death, the
term of the Option will expire one year from the date of Optionee’s death.


      4. Vesting; Exercisability. The Option is vested and exercisable from and
after the Date of Grant and, during the term of the Option. Notwithstanding
the foregoing, the Option may only be exercised with respect to 250,000 shares
of the Company’s Common Stock during any calendar quarter.


      5. Procedure for Exercise. Exercise of the Option or a portion thereof
shall be effected by giving the written notice to the Company required by
Article 9 of the Plan.


 









      6. Payment of Purchase Price. Payment of the purchase price for any
shares purchased pursuant to the Option shall be in accordance with Article 9
of the Plan.


      7. Transfer of Options. The Option may not be transferred other than by
will or the laws of descent and distribution and may be exercised during the
lifetime of an Optionee only by that Optionee or by his legally authorized
representative.


      8. Acceptance of the Plan. The Option is granted subject to all of the
applicable terms and provisions of the Plan, and such terms and provisions are
incorporated by reference herein. The Optionee hereby accepts and agrees to be
bound by all the terms and conditions of the Plan.


      9. Amendment. This Agreement may be amended by an instrument in writing
signed by both the Company and the Optionee.


      10. Miscellaneous. This Agreement will be construed and enforced in
accordance with the laws of the State of Arizona and will be binding upon and
inure to the benefit of any successor or assign of the Company and any
executor, administrator, trustee, guarantor or other legal representative of
the Optionee.


[REMAINDER OF PAGE LEFT BLANK]


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      Executed to be effective as of the date set forth above.



NATIONAL SCIENTIFIC CORPORATION




By:     ______________________________

Print:   ______________________________

Its:      ______________________________



Optionee acknowledges receipt of a copy of the Plan and represents that he or
she is familiar with the terms and provisions thereof, and hereby accepts this
Option subject to all of the terms and provisions thereof. Optionee has
reviewed the Plan and this Option in their entirety and fully understands all
provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee upon any
questions arising under the Plan.


Optionee further agrees to notify the Company upon any change in the residence
address indicated below.



____________________________________

Majid Hashemi, Optionee




Residence Address:




____________________________________

____________________________________

____________________________________




Social Security Number:

____________________________________




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EXHIBIT B


NATIONAL SCIENTIFIC CORPORATION

NONQUALIFIED STOCK OPTION AGREEMENT


      This Nonqualified Stock Option Agreement (the “Agreement”) is entered into
between NATIONAL SCIENTIFIC CORPORATION, a Texas corporation (the “Company”),
and Majid Hashemi (the “Optionee”) as of the 1st day of January, 2001 (the
“Date of Grant”). In consideration of the mutual promises and covenants made
herein, the parties hereby agree as follows:


      1. Grant of Option. Under the terms and conditions of the Company’s
Amended and Restated 2000 Stock Compensation Plan (the “Plan”), which is
incorporated herein by reference, the Company grants to the Optionee an option
(the “Option”) to purchase from the Company all or any part of a total of six
hundred sixty six thousand (666,666) shares of the Company’s Common Stock, par
value $.01 per share, at a price of $.29 per share. All capitalized terms used
in this Agreement not otherwise defined herein shall have the meaning set forth
in the Plan.


      2. Character of Option. The Option is not an “incentive stock option”
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).


      3. Term. The Option will expire on the day prior to the tenth anniversary
of the Date of Grant or, in the event of the Optionee’s termination of service
as an employee of the Company for any reason other than his death, on the date
of termination of Optionee’s employment. In the event of Optionee’s death, the
term of the Option will expire one year from the date of Optionee’s death.


      4. Vesting; Exercisability. The Option is vested and exercisable from and
after the Date of Grant and, during the term of the Option. Notwithstanding
the foregoing, the Option may only be exercised with respect to 250,000 shares
of the Company’s Common Stock during any calendar quarter.


      5. Procedure for Exercise. Exercise of the Option or a portion thereof
shall be effected by giving the written notice to the Company required by
Article 9 of the Plan.


 









      6. Payment of Purchase Price. Payment of the purchase price for any
shares purchased pursuant to the Option shall be in accordance with Article 9
of the Plan.


      7. Transfer of Options. The Option may not be transferred other than by
will or the laws of descent and distribution and may be exercised during the
lifetime of an Optionee only by that Optionee or by his legally authorized
representative.


      8. Acceptance of the Plan. The Option is granted subject to all of the
applicable terms and provisions of the Plan, and such terms and provisions are
incorporated by reference herein. The Optionee hereby accepts and agrees to be
bound by all the terms and conditions of the Plan.


      9. Amendment. This Agreement may be amended by an instrument in writing
signed by both the Company and the Optionee.


      10. Miscellaneous. This Agreement will be construed and enforced in
accordance with the laws of the State of Arizona and will be binding upon and
inure to the benefit of any successor or assign of the Company and any
executor, administrator, trustee, guarantor or other legal representative of
the Optionee.


[REMAINDER OF PAGE LEFT BLANK]


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      Executed to be effective as of the date set forth above.



NATIONAL SCIENTIFIC CORPORATION




By:      ______________________________

Print:   ______________________________

Its:      ______________________________



Optionee acknowledges receipt of a copy of the Plan and represents that he or
she is familiar with the terms and provisions thereof, and hereby accepts this
Option subject to all of the terms and provisions thereof. Optionee has
reviewed the Plan and this Option in their entirety and fully understands all
provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Committee upon any
questions arising under the Plan.


Optionee further agrees to notify the Company upon any change in the residence
address indicated below.



____________________________________

Majid Hashemi, Optionee




Residence Address:




____________________________________

____________________________________

____________________________________




Social Security Number:

____________________________________




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