I thought I remembered reading where the warrant holders did have to consent to the Master Agreement. found this:

WAIVER, CONSENT AND RELEASE AGREEMENT

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

andenteredintoas ofJune1,2005,by andbetweenPATRIOTSCIENTIFIC

CORPORATION, a Delaware corporation, (the "COMPANY"), and LINCOLN VENTURES, LLC,

an Arizona 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 debentureconvertibleinto 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,theCOMPANYdesirestoenterintothetransactions

contemplated by that certain MasterAgreementdated as of the date hereof,by

and amongtheCOMPANY,TechnologyPropertiesLimited,Inc.,aCalifornia

corporation("TPL") and Charles H. Moore (such transactionsreferred 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"NEWCOStock")and will beentitled to receive an income

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

D. WHEREAS,the Securities PurchaseAgreements,the Warrants and the

DebentureincludeprovisionswhichmaybeimplicatedbytheProposed

Transactions,and which may give the Rights Holdercertain rights with respect

to the Proposed Transactions.

E.WHEREAS,the ProposedTransactionsand any and all actions taken

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

for or on behalf of the COMPANY) or NEWCO that arespecificallyauthorizedby

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,inconsiderationoftherespectivepromises,

representations,warranties,covenantsandconditionscontainedinthis

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 ProposedTransactions and the Approved Actions,each

subject to Section 9 below.

2.Conveyance of Warrants.Effectiveupon the receipt by the Rights Holder of

theconsiderationdescribed in Section 7 of this Agreement,the Rights Holder

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

all liens or other adverse claims thereto,Three Million(3,000,000)Warrants

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

and take any otheraction that may be required to effect andmemorializesuch

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

3. WarrantPriceReset.Effectiveuponreceipt by the RightsHolder of the

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

Twenty One Million, Six Hundred Twenty Five Thousand,Eight Hundred Seventy Two

(21,625,872)WarrantsdescribedonExhibitB heretowill be reset to 0.015

dollars per share.

4.Waiverof Right of FirstRefusal,Limitationof Sale orDispositionof

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 RightsHolderherebywaives any right of first refusal or any

right to limit the sale or disposition of the COMPANY'sintellectualproperty,

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

the SecuritiesPurchaseAgreements,and waives its right to redemption upon a

MajorTransactionas setforth inSection4(o) of theSecuritiesPurchase

Agreements,ineachcaseto theextentnecessarytoallowtheProposed

Transactionsand the ApprovedActions to occur,or any futuretransaction in

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

5. Waiver of RedemptionRight.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 requireanywarrantredemptionas aconsequenceof the

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

subject to Section 9 below.

6.Release of Lien.Effectiveupon thereceiptby the RightsHolder 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,

includingwithoutlimitationthe MSD Patents,and agrees to take any and all

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

filings or documentsevidencingsuch 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 $993,305

pursuant to the Escrow Agreement upon the closing of the ProposedTransactions.

The Rights Holder hereby acknowledges that such considerationconstitutes 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 PurchaseAgreements.Effective as of the receipt of

considerationpursuant to Section 7 of this Agreement,the Securities Purchase

Agreementsshall be amendedto removeSections4(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 RightsHolder herebyacknowledgeand

agree that thisAgreementmeets all of therequirementsfor amendment of the

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

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9. Redemption.Notwithstandinganything to the contraryherein,in the event

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

RightsHolder,at itsoption,mayrequiretheCOMPANY to effect a Warrant

Redemption (as defined below) of any or all (at the RightsHolders'option) of

the Rights Holders' Warrants (as defined below):

A.The COMPANYmerges into or is boughtout by anothercompany,or

becomes a privatecompany that doesnot have publiclytradedcommon

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

B.Commonstock of the COMPANYis tendered,purchased orexchanged

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

C.There is aChange of Control (asdefined below) of theCOMPANY'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 NEWCOIncome,to any thirdparty,in each case

without the Right Holder's written consent.

(2) TheCOMPANYissues or sells,or agrees to issue or sell

VariableEquitySecurities (as definedbelow),for cash in

private capital raisingtransactions or any securities of the

Company pursuant to an equity line structure or format without

obtainingthe priorwrittenapproval of the RightsHolder,

with theexception of any suchagreements,transactionsor

equitylinesexisting as of the datehereof.Forpurposes

hereof, the following shall be collectively referred to herein

as,the"VariableEquitySecurities":any debt orequity

securities (or securities pursuant to an equity line structure

or similar structure) which are convertible into,exercisable

or exchangeable for, or carry the right to receiveadditional

shares of Common Stock either (i) at any conversion,exercise

orexchangerate or otherprice that is baseduponand/or

varies with thetradingprices of orquotationsfor Common

Stock at any time after theinitialissuance of such debt or

equity security, or (ii) with a fixed conversion,exercise or

exchangepricethatgreaterthan athirtypercent(30%)

discount to the then prevailingmarket or is subject to being

resetat somefuturedate at anytimeaftertheinitial

issuanceof such debt or equitysecuritydue to a change in

the market price of theCompany'sCommon Stock since date of

initial issuance.

If a RedemptionTrigger has occurredand the RightsHolderelects a

redemption,then any of the RightsHolders'Warrantsselectedby the Rights

Holder for suchredemptionshall beredeemed("WarrantRedemption")by the

Company as of the record date for suchRedemptionTrigger at a price per share

(that is, per share of common stock represented by the warrants) for each Rights

HolderWarrant equal to the"RedemptionPrice," which shall be defined as the

greater of (A) $0.50 per share,less the Exercise Price per share in effect for

that Rights Holder Warrant on the trading dayimmediately preceding the record

date of theRedemptionTrigger(each subject to adjustment to account for any

forward or reversestocksplits),or (B) theapplicableWarrantRedemption

Market Value (as defined below).For purposes hereof,the "WarrantRedemption

Market Value" shall equal the aggregate of the highest Warrant Market Values (as

definedbelow)forall of theRightHolders'Warrantsbeingsoredeemed

calculatedon any date during the thirty (30) business day period ending on the

record date for the Redemption Trigger.

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For purposes hereof,

"ChangeinControl"shallmeananychangein themakeupof the

COMPANY'sboard of directorssuch that theremainingboard members from the

following group do not constitute a majority of the board: Gloria Felcyn,David

Pohl, Helmet Faulk, Lowell Giffhorn and Carlton Johnson, Jr.

"RightsHolders'Warrants" shall mean all warrants to purchase common

stock that have been issued from the Company to the Rights Holder for any reason

at any time in the past up through the date hereof.

"WarrantMarket Value" shall equal the number of shares that would be

issuable in a "cashlessexercise" on the date inquestion,under the terms of

thewarrant(withoutregardtoanycontractual,legal,orregulatory

restrictionson suchexerciseandissuance,if any,and withoutregard to

whether or not asufficientnumber of shares areauthorizedand reserved to

effect any such exercise andissuance),multiplied by the Closing Price of the

Company's common stock for the preceding trading day.

"ClosingPrice" shall mean the closingprice on the O.T.C.Bulletin

Board, Nasdaq Small Cap Market, the National Market System ("NMS"), the New York

StockExchange,or if no longertraded on the NasdaqSmall CapMarket,the

NationalMarketSystem("NMS"),the New York StockExchange,or the O.T.C.

BulletinBoard,the "ClosingBid Price" shall equal the closingprice on the

principal national securities exchange or theover-the-countersystem on which

the CommonStock is so traded and, if notavailable,the mean of the high and

low prices on theprincipalnationalsecuritiesexchange or othermarket on

which the Common Stock is so traded.

10.Representations and Warranties of Rights Holder. In order to induce the

COMPANY to enter into this Agreement,the Rights Holder represents and warrants

to the COMPANY as follows:

10.1 Full Knowledge.The Rights Holder acknowledges and agrees that it

is fullyaware of all of thetermsandconditionsof theProposed

Transactions,and that its representativeshave had an opportunity to

discuss such terms and conditions with COMPANY representatives,and to

ask any questions the Rights Holder has deemed necessary.

10.2Compliancewith Law. The execution,delivery and performance by

theRightsHolderofthisAgreementand theconsummationof the

transactionscontemplatedhereby, will not cause the Rights Holder to

violateorcontravene(i) anyprovisionof law,(ii)any rule or

regulationof anyagency orgovernment,or (iii) anyorder,writ,

judgment,injunction,decree,determination or award, to which he is

subject.

10.3Authorization.When executed and delivered by the Rights Holder,

this Agreement will constitute a valid and legallybindingobligation

of the Rights Holderenforceable in accordance with its terms,except

as may be limited by (i)judicialprinciplesrespectingelection of

remediesor limitingtheavailabilityofspecificperformance,

injunctivereliefandotherequitableremedies,(ii)judicial

principleswith respect to provisionscontrary to public policy,and

(iii)bankruptcy,insolvency,reorganization,moratoriumorother

similarlaws,now orhereafterineffect,generallyrelatingto

creditors' rights.

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11.Representations and Warranties of COMPANY. In order to induce the Rights

Holder to enter into thisAgreement,COMPANYrepresentsandwarrants to the

Rights Holder as follows:

11.1Compliancewith Law. The execution,delivery and performance by

COMPANY of thisAgreementand theconsummationof thetransactions

contemplatedhereby,will not causeCOMPANY to violate or contravene

(i) anyprovision of law, (ii) any rule or regulation of any agency or

government,or (iii) any order, writ,judgment,injunction,decree,

determination or award, to which it is subject.

11.2Authorization.Whenexecutedanddeliveredby COMPANY,this

Agreementwillconstitute a valid and legallybindingobligation of

COMPANYenforceableinaccordancewith its terms,except as may be

limited by (i) judicialprinciplesrespecting election of remedies or

limiting the availability of specificperformance,injunctiverelief

and other equitable remedies,(ii) judicial principles with respect to

provisions contrary to public policy, and (iii) bankruptcy, insolvency,

reorganization,moratorium or other similar laws,now or hereafter in

effect, generally relating to creditors' rights.

12.Taxes.Each party shall beresponsiblefor all taxesincurred by it

as a result of any transaction contemplated by this Agreement.

13.Cooperation.COMPANYand RightsHolderacknowledgethat it maybe

necessary to execute documents other than those specificallyreferred to herein

in order to consummate the transactionscontemplated herein. COMPANY and Rights

Holder agree to cooperate with each other by executing such otherdocuments and

takingsuchotheractionas may bereasonablynecessarytocompletethe

transactionsin accordancewith the intent of the parties as evidenced in this

Agreement.

14.General Provisions.

14.1 Survival of Representationsand Warranties.Allrepresentations

andwarrantiesof the parties made in,pursuant to or inconnection

with thisAgreementshallsurvive the execution and delivery of this

Agreement.

14.2 EntireAgreement.Withreference to the subjectmatter hereof,

this Agreement is the complete and exclusivestatement of all terms of

the agreementbetween the parties and supersedes and cancels all prior

and contemporaneous negotiations,agreements and representations, and

constitutesthe entireagreementbetween theparties.There are no

representations,inducements,promisesoragreements,oralor

otherwise,with reference to the subject matter hereof,other than as

expressly set forth herein. No modification,alteration,amendment or

waiver of any provision hereof shall be effective unless in writing and

signed by both parties.

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14.3SuccessorsBound;LimitedAssignment.This Agreement shall be

bindingupon and inure to the benefit of the partieshereto and their

respectivesuccessorsandpermissibleassigns,except that neither

party shall,withoutpriorwrittenconsent of the other,delegate,

assign,transfer,encumber or otherwise dispose of any of its rights,

duties or interests under this Agreement or any part thereof.

14.4Headings.The headings of the sectionsandparagraphsof this

Agreementhave been inserted forconvenience of reference only and do

not constitute a part of this Agreement.

14.5 Governing Law. It is the intention of the parties that the laws of

California, includingsuchjurisdiction'sprinciples of conflict of

law, shall govern the validity of this Agreement,theconstruction of

itstermsand theinterpretationof therightsandduties of the

parties,as such laws areapplied toagreementsbetweenCalifornia

residents entered into and to be performed entirely within California.

14.6 Forum; Expenses. In the event that any cause of action, lawsuit or

otherproceeding is brought by any party of this Agreementbecause of

an alleged dispute,breach ormisrepresentation in connection with or

arising under thisAgreement,any court of competentjurisdiction in

San Diego County shall be the sole andexclusiveforum for such cause

of action, lawsuit or proceeding,and the prevailing party in any such

action, lawsuit or proceeding shall be entitled to recover, in addition

to any remedy at law or equityavailable to any prevailingparty, all

reasonable costs and expensesincurred or sustained by such prevailing

party in connection with such action, lawsuit or proceeding, including,

without limitation, attorneys' fees and court costs.

14.7Counterparts.ThisAgreementmay beexecutedin two ormore

counterpartsandbythedifferentpartiesheretoinseparate

counterparts with the same effect as if all parties had signed the same

document.All such counterparts shall be deemed an original,shall be

construed together and shall constitute one and the same instrument.

IN WITNESSWHEREOF,thepartieshave causedthisAgreementto be

executed on the day and year first written above.

PATRIOT SCIENTIFIC CORPORATIONLINCOLN VENTURES, LLC

By:/s/ DAVID H. POHLBy:/s/ ROY A. ADAMS

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

 Roy A. Adams, Manager

Name:David H. Pohl

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

Title:Director

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

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