you decide.

DEF 14A 9/17/03

Company requests to approve 2003 stock option plan for an additional 6 million shares

DEF 14A 4/5//06

Proposal of 2006 stock option plan

Compensation of Directors

During the fiscal year ended May 31, 2005, options to purchase shares of Common Stock were issued to directors in respect of their service as directors in the following amounts: (i) options to acquire 200,000 shares to each of Mr. Pohl, Ms. Felcyn and Mr. Falk, (ii) options to acquire 300,000 shares to Mr. Johnson, and (iii) options to acquire 100,000 shares to Mr. Giffhorn. During the first quarter of the fiscal year ending May 31, 2006, the Company paid $60,000 to each of Mr. Pohl and Mr. Johnson, $40,000 to Ms. Felcyn and $10,000 to Mr. Falk. During the first quarter of the fiscal year ending May 31, 2006, options to purchase 500,000 shares of Common Stock were issued to each of Mr. Pohl and Mr. Johnson, options to purchase 250,000 shares of Common Stock were issued to Ms. Felcyn, and options to purchase 100,000 shares of Common Stock were issued to Mr. Falk. On February 3, 2006, the Board adopted a resolution which provides that each director will be paid compensation of $3,000 per month for his or her service as a director. The Company began making payments in February 2006. Expenses of the Company’s directors in connection with the attendance of Board or committee meetings and company related activities are reimbursed by the Company

DEF 14A 10/23/08

Increase the 2006 stock option plan by 5 million shares (from 5 million to 10 million)

Increase the authorized shares from 500,000,000 to 600,000,000 shares

Both of these initiatives are a consequence of our M&A efforts. The first proposal addresses the need to provide a means to attract, retain and motivate employees, primarily new Patriot employees. A consequence of a successful M&A effort is increased employee headcount. As we become more established as an operating company in the technology sector, we will need to provide for employee incentive stock options that are customary for companies like Patriot. For example, closing the Crossflo transaction, increased Patriot’s headcount from 4 in January 2008 to more than 25 today. I could project 45 to 50 or more employees by mid-2009, and Patriot simply does not have sufficient option shares available to provide for our existing and planned new employees.

The second proposal is to provide adequate “currency value” with which to enable Patriot’s management and Imperial Capital, Patriot Scientific’s investment banker, to continue to pursue M&A discussions with other potential operating companies (both public and private). Particularly in this weakened market, we believe these additional shares will be critical to realizing value from our ability to pursue attractive operating entities capable of increasing Patriot Scientific’s market capitalization. We are building momentum with our M&A pursuits and have several very interesting companies with whom we are in discussion. I urge that you consider a favorable vote on this proposal.

These initiatives were a consequence of M&A efforts not successes. A consequence of a successful M&A is increased employee headcount. Obviously that plan for 45-50 employees by 2009 has failed. So if we are not providing new employees with incentive stock options......who has been provided with stock options?