What if shareholders were successful in an attempt to get BoD approval to nominate a candidate who might actually be a forensic accountant, or someone with prior SEC investigation experience, or someone with sound business savvy. Do you think they might read through filings and have questions about certain things such as:

DEF 14A (Filed: 17-09-2003)

In addition, beginning on January 1, 2003, our independent auditor may

not provide any services to Patriot Scientific officers or Audit Committee

members, including financial counseling and tax services.

Does the above statement mean that prior to Jan 2003, our independent auditors could provide services, including financial counseling and tax services to officers or Audit Members? Who were the officers and audit committee members who may have benefittted? Who paid the bill for those services? If it was not questionable, why make that statement.

For fiscal years 2003, 2004, 2005 and 2006 there is a statement on every Def14 as follows:

Then for fiscal years 2007, 2008 and 2009 it changed as follows: NOTE: Could find no such statement on the proxy we received in 2010 (perhaps missed by me)

There were no transactions, or series of transactions during the fiscal year ended May 31, 2007, nor are there any currently proposed transactions, or series of transactions, to which the Company is a party, in which the amount exceeds $120,000, and in which to its knowledge any director, executive officer, nominee, five percent or greater stockholder, or any member of the immediate family of any of the foregoing persons, has or will have any direct or indirect material interest other than as described below.

Why did it change from $60K to $120K, what were these transactions?

Furthermore, a new director might have questions about the following:

During the first quarter of the fiscal year ending May 31, 2006, the Company paid $60,000 each to Mr. Pohl and Mr. Johnson, $40,000 to Ms. Felcyn and $10,000 to Mr. Falk in connection with their efforts in the consummation of the TPL and Charles H. Moore Agreement.

During the second quarter of the fiscal year ending May 31, 2006, the Company paid $10,000 to Ms. Felcyn for her services as Audit Committee chair.



On February 3, 2006, the Board of Directors 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.

On March 8, 2006, the Compensation Committee authorized a special board fee of $40,000 to be paid to Mr. Johnson. Payment was made in March 2006.

On March 20, 2006 the Compensation Committee adopted a resolution which provides that Mr. Johnson will be paid compensation of $3,000 per month for his services on the Phoenix Digital Solutions, LLC management board. The Company began making payments in March 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

What TPL/Charles Moore agreement did Pohl, Johnson, Felcyn and Faulk help consummate for which they were generously rewarded? I didn't see PTSC named in this agreement but assuming the reference is to the Master Agreement/ComAG agreement, then wouldn't it have been a conflict of interest for Johnson since he was/is an employee of Swartz who had to sign off on the deal? Furthermore what was the special board fee of $40K paid to Johnson?