Howdy Wrench, You`re wrong. Were the master agreement binding T and P Newcos together to fail, we could go back to court over ``336`` Patent ownership again. PTSC lives though controlling interests in ``PTSC public`` could change hands w/o disturbing the master agreement! Read the excerpts below....

9.10 No Partition. No Member nor any legal successor of a Member shall

have the right to partition the property of the Company or any part thereof or

interest therein, or to file a complaint or institute any proceeding at law or

in equity to partition the property of the Company or any part thereof or

interest therein. Each Member, for such Member and such Member`s legal

successor, hereby waives any such rights. The Members intend that, during the

term of this Operating Agreement, the rights of the Members and their successors

in interest, as among themselves, shall be governed solely by the terms of this

Operating Agreement and by the Act.

9.11 Bankruptcy. Neither the Management Committee, nor any Manager or

Member of the Company, shall be permitted to file a bankruptcy petition on

behalf of the Company unless the filing of the bankruptcy petition shall first

have been approved in writing by Members holding at least 75% of the Percentage

Interests of the Company.

[signature page follows]

26

IN WITNESS WHEREOF, the parties hereto have executed this Operating

Agreement as of the day and year first above written.

PATRIOT SCIENTIFIC CORPORATION,

a Delaware corporation