WAIVER, CONSENT AND RELEASE AGREEMENT

                      WAIVER, CONSENT AND RELEASE AGREEMENT

         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 SWARTZ PRIVATE EQUITY,

LLC, a Georgia 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 debenture   convertible   into 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,   the   COMPANY   desires   to   enter   into   the   transactions

contemplated by that certain Master   Agreement   dated as of the date hereof,   by

and among   the   COMPANY,   Technology   Properties   Limited,   Inc.,   a   California

corporation   ("TPL") and Charles H. Moore (such transactions   referred 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   "NEWCO   Stock")   and will be   entitled to receive an income

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

         D. WHEREAS,   the Securities Purchase   Agreements,   the Warrants and the

Debenture    include    provisions    which   may   be   implicated   by   the   Proposed

Transactions,   and which may give the Rights Holder   certain rights with respect

to the Proposed Transactions.

         E.   WHEREAS,   the Proposed   Transactions   and any and all actions taken

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

for or on behalf of the COMPANY) or NEWCO that are   specifically   authorized   by

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,    in   consideration    of   the   respective    promises,

representations,    warranties,    covenants   and   conditions   contained   in   this

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 Proposed   Transactions and the Approved Actions,   each

subject to Section 9 below.

2.   Conveyance of Warrants.   Effective   upon the receipt by the Rights Holder of

the   consideration   described in Section 7 of this Agreement,   the Rights Holder

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

all liens or other adverse claims   thereto,   Nine Million   (9,000,000)   Warrants

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

and take any other   action that may be required to effect and   memorialize   such

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

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3. Warrant   Price   Reset.   Effective   upon   receipt by the Rights   Holder of the

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

Thirteen Million,   Three Hundred Seventy Four Thousand, One Hundred Twenty Eight

(13,374,128)   Warrants   described   on   Exhibit   B hereto   will be reset to 0.015

dollars per share.

4.   Waiver   of Right of First   Refusal,   Limitation   of Sale or   Disposition   of

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 Rights   Holder   hereby   waives any right of first refusal or any

right to limit the sale or disposition of the COMPANY's   intellectual   property,

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

the Securities   Purchase   Agreements,   and waives its right to redemption upon a

Major   Transaction   as set   forth in   Section   4(o) of the   Securities   Purchase

Agreements,   in   each   case   to the   extent   necessary   to   allow   the   Proposed

Transactions   and the Approved   Actions to occur,   or any future   transaction in

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

5. Waiver of Redemption   Right.   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 require   any   warrant   redemption   as a   consequence   of the

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

subject to Section 9 below.

6.   Release of Lien.   Effective   upon the   receipt   by the Rights   Holder 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,

including   without   limitation   the MSD Patents,   and agrees to take any and all

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

filings or documents   evidencing   such 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 $896,346

pursuant to the Escrow Agreement upon the closing of the Proposed   Transactions.

The Rights Holder hereby acknowledges that such consideration   constitutes 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 Purchase   Agreements.   Effective as of the receipt of

consideration   pursuant to Section 7 of this Agreement,   the Securities Purchase

Agreements   shall be amended   to remove   Sections   4(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 Rights   Holder hereby   acknowledge   and

agree that this   Agreement   meets all of the   requirements   for amendment of the

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

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9.        Redemption.   Notwithstanding   anything to the contrary   herein,   in the

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

Trigger"), the Rights Holder, at its option, may require the COMPANY to effect a

Warrant   Redemption   (as   defined   below) of any or all (at the Rights   Holders'

option) of the Rights Holders' Warrants (as defined below):

         A.      The   COMPANY   merges   into or is bought out by another   company,

         or becomes a private   company that does not have publicly traded common

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

         B.      Common   stock of the COMPANY is tendered, purchased or exchanged

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

         C.      There is a Change of Control (as defined below) of the COMPANY'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   NEWCO   Income,   to any third   party,   in eac