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Overview. From April 23, 2002 through January 17, 2005, we sold an aggregate of $5,403,167 of convertible debentures, ranging from 8% to 12%, to a group of twenty-four investors. The convertible debentures entitle the debenture holder to convert the principal and unpaid accrued interest into our common stock for two years from the date of closing.

Number of Shares Debentures May Be Converted Into. The debentures can be converted into a number of our common shares at conversion prices that initially equaled $0.0167 to $0.10289 per share.

Resets of Conversion Price and Conversion Shares. A reset date occurs on each three month anniversary of the closing date of each debenture and on the date the registration statement becomes effective. If the volume weighted average price for our common stock for the ten days previous to the reset date is less than the conversion price in effect at the time of the reset date, then the number of common shares issuable to the selling shareholder on conversion will be increased. If the conversion price is reset, the debenture can be converted into a number of our common shares based on the following calculation: the amount of the debenture plus any unpaid accrued interest divided by the reset conversion price which shall equal the volume weighted average price for our common stock for the ten days previous to the reset date.

Warrants. Concurrent with the issuance of the convertible debentures, we issued to the debenture holders warrants to purchase shares of our common stock. These warrants are exercisable for five to seven years from the date of issuance at either initial negotiated exercise prices or prices equal to 115% of the volume weighted average price for our common stock for the ten days previous to the debenture date. The warrant exercise price is generally subject to being reset on each six month anniversary of its issuance, however, if the warrant holder elects to have the warrant shares registered, then the exercise price is fixed at the price in effect on the date of the election.

Options to Purchase Additional Debentures. Subject to the price of our common stock being equal to or greater than $0.20 per share and a two year limitation, the debenture holders may purchase additional debentures equal to the value of their initial debentures. The price at which the optional additional debentures could be converted would initially equal 115% of the volume weighted average price for our common stock for the ten days previous to the date on which the optional additional debentures were closed. The optional additional debentures would carry the same warrant amounts and reset privileges as the initial debentures.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=3611804

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 Stan Caplan, an individual residing in San Diego County, California (the "Rights Holder").

RECITALS

A. WHEREAS, the Rights Holder holds warrants to purchase shares of the common stock, $0.00001 par value per share, of the COMPANY (the "Warrants"), purchased pursuant to that certain Securities Purchase Agreement, dated as of December 9, 2004, by and among the COMPANY and the RIGHTS HOLDER (the "Securities Purchase Agreement").

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=3740542

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Be well