Older document, but the last paragraph seems interesting if there is a buyout or merger or going private.

WAIVER, CONSENT AND RELEASE AGREEMENT

This WAIVER, CONSENT AND RELEASE AGREEMENT (this "Agreement") is made

and entered into as of June 1, 2005, by and between PATRIOT SCIENTIFIC

CORPORATION, a Delaware corporation, (the "COMPANY"), and SWARTZ PRIVATE EQUITY,

LLC, a Georgia limited liability company (the "Rights Holder").

RECITALS

A. WHEREAS, the Rights Holder holds warrants to purchase shares of the

common stock, $0.0000l par value per share, of the COMPANY (the "Warrants"), as

well as a debenture convertible into shares of the common stock of the COMPANY

(the "Debenture") purchased pursuant to certain Securities Purchase Agreements,

by and between the COMPANY and the RIGHTS HOLDER (collectively, the "Securities

Purchase Agreements").

B. WHEREAS, the COMPANY desires to enter into the transactions

contemplated by that certain Master Agreement dated as of the date hereof, by

and among the COMPANY, Technology Properties Limited, Inc., a California

corporation ("TPL") and Charles H. Moore (such transactions referred to herein

as the "Proposed Transactions").

C. WHEREAS, the Proposed Transactions will result in the creation of an

entity ("NEWCO") which will hold and manage the subject intellectual property of

the COMPANY. As a part of the Proposed Transactions, the COMPANY will receive

stock of NEWCO (the "NEWCO Stock") and will be entitled to receive an income

stream from NEWCO (the "NEWCO Income") as specified in the Master Agreement.

D. WHEREAS, the Securities Purchase Agreements, the Warrants and the

Debenture include provisions which may be implicated by the Proposed

Transactions, and which may give the Rights Holder certain rights with respect

to the Proposed Transactions.

E. WHEREAS, the Proposed Transactions and any and all actions taken

before, as of, or after the date hereof by the COMPANY (and any person acting

for or on behalf of the COMPANY) or NEWCO that are specifically authorized by

the Master Agreement shall be referred to herein as the "Approved Actions."

F. WHEREAS, the COMPANY and the Rights Holder desire to facilitate the

Proposed Transactions by entering into this Agreement.

NOW, THEREFORE, in consideration of the respective promises,

representations, warranties, covenants and conditions contained in this

Agreement, the parties hereby agree as follows:

1. Consent. Effective upon the receipt by the Rights Holder of the consideration

described in Section 7 of this Agreement, the Rights Holder hereby consents to,

approves and ratifies the Proposed Transactions and the Approved Actions, each

subject to Section 9 below.

2. Conveyance of Warrants. Effective upon the receipt by the Rights Holder of

the consideration described in Section 7 of this Agreement, the Rights Holder

hereby sells, transfers and conveys to the COMPANY, free and clear of any and

all liens or other adverse claims thereto, Nine Million (9,000,000) Warrants

described on Exhibit A hereto. The Rights Holder agrees to execute any documents

and take any other action that may be required to effect and memorialize such

transfer of the Warrants to the COMPANY pursuant to this Section 2.

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3. Warrant Price Reset. Effective upon receipt by the Rights Holder of the

consideration pursuant to Section 7 of this Agreement, the exercise price of the

Thirteen Million, Three Hundred Seventy Four Thousand, One Hundred Twenty Eight

(13,374,128) Warrants described on Exhibit B hereto will be reset to 0.015

dollars per share.

4. Waiver of Right of First Refusal, Limitation of Sale or Disposition of

Intellectual Property and Redemption Upon Major Transaction. Effective upon the

receipt by the Rights Holder of the consideration described in Section 7 of this

Agreement, the Rights Holder hereby waives any right of first refusal or any

right to limit the sale or disposition of the COMPANY's intellectual property,

including but not limited to those rights set forth in Sections 4(l) and 4(m) of

the Securities Purchase Agreements, and waives its right to redemption upon a

Major Transaction as set forth in Section 4(o) of the Securities Purchase

Agreements, in each case to the extent necessary to allow the Proposed

Transactions and the Approved Actions to occur, or any future transaction in

which the Company may engage, all subject to Section 9 below.

5. Waiver of Redemption Right. Effective upon the receipt by the Rights Holder

of the consideration pursuant to Section 7 of this Agreement, the Rights Holder

waives any right to require any warrant redemption as a consequence of the

Proposed Transactions or any future transaction in which the Company may engage,

subject to Section 9 below.

6. Release of Lien. Effective upon the receipt by the Rights Holder of the

consideration pursuant to Section 7 of this Agreement, the Rights Holder hereby

releases its liens with regard to the COMPANY's intellectual property portfolio,

including without limitation the MSD Patents, and agrees to take any and all

action necessary to cause all UCC financing statements, USPTO filings and other

filings or documents evidencing such lien to be terminated, provided that the

debts underlying such liens shall remain intact.

7. Payment to Rights Holder. In consideration of the covenants, promises, and

agreements set forth in this Agreement, the Rights Holder shall be paid $896,346

pursuant to the Escrow Agreement upon the closing of the Proposed Transactions.

The Rights Holder hereby acknowledges that such consideration constitutes good,

valid and sufficient consideration in exchange for the covenants, promises, and

agreements of the Rights Holder set forth in this Agreement..

8. Amendment of Securities Purchase Agreements. Effective as of the receipt of

consideration pursuant to Section 7 of this Agreement, the Securities Purchase

Agreements shall be amended to remove Sections 4(1), 4(m) and 4(o) in their

entirety, and such sections shall be of no further force or effect, all subject

to Section 9 below. The COMPANY and the Rights Holder hereby acknowledge and

agree that this Agreement meets all of the requirements for amendment of the

Securities Purchase Agreements provided in Section 8(e) thereof.

2

<PAGE>

9. Redemption. Notwithstanding anything to the contrary herein, in the

event that any one or more of the following occur (each, a "Redemption

Trigger"), the Rights Holder, at its option, may require the COMPANY to effect a

Warrant Redemption (as defined below) of any or all (at the Rights Holders'

option) of the Rights Holders' Warrants (as defined below):

A. The COMPANY merges into or is bought out by another company,

or becomes a private company that does not have publicly traded common

stock, or sells all or substantially all of the COMPANY's assets, or

B. Common stock of the COMPANY is tendered, purchased or exchanged

pursuant to a tender offer, purchase offer or exchange offer, or

C. There is a Change of Control (as defined below) of the COMPANY's

board of directors, and one or more of the following occurs:

(1) COMPANY sells, conveys, disposes of, spins off or assigns

any or all of its NEWCO Stock, or any or all of its rights to

receive the NEWCO Income, to any third party, in eac