<PAGE>   1

                         PATRIOT SCIENTIFIC CORPORATION




                                   FORM 10-KSB
                                  Annual Report



                                EXHIBIT NO. 4.10


                         Form of Stock Purchase Warrant


                                     EX-28
<PAGE>   2

                                                                [EXECUTION COPY]

VOID AFTER 5:00 P.M. SAN DIEGO
TIME ON JUNE 2, 2002


THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN FORM,
SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS
THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED

                                             Right to Purchase 185,000 Shares of
                                       Common Stock, par value $.00001 per share

Date: November 24, 1997

                         PATRIOT SCIENTIFIC CORPORATION
                             STOCK PURCHASE WARRANT


        THIS CERTIFIES THAT, for value received, CC Investments, LDC or its
registered assigns or transferees is entitled to purchase from Patriot
Scientific Corporation, a Delaware corporation (the "Company"), at any time or
from time to time during the period specified in Section 2 hereof, One Hundred
Eighty-five Thousand (185,000) fully paid and nonassessable shares of the
Company's common stock, par value $.00001 per share (the "Common Stock"), at an
exercise price of 1.50 per share (the "Exercise Price") (equal to 125% of the
average of the Closing Bid Prices (as herein defined) of the Common Stock for
the ten (10) consecutive trading days ending on the trading day immediately
preceding the Second Closing (as defined in that certain Securities Purchase
Agreement (the "Securities Purchase Agreement") dated as of June 2, 1997 among
the Company, CC Investments, LDC and The Matthew Fund, N.V.). The number of
shares of Common Stock purchasable hereunder (the "Warrant Shares") and the
Exercise Price are subject to adjustment as provided in Section 4 hereof. The
term "Warrants" means this Warrant and the other warrants, if any, of the
Company issued pursuant to the terms of the Securities Purchase Agreement. The
term "Closing Bid Price" means, for any security as of any date, the closing bid
price of such security on the principal securities exchange or trading market
where such security is listed or traded as reported by Bloomberg Financial
Markets or a comparable reporting service of national reputation selected by the
Company and reasonably acceptable to the holder hereof (the "Holder") if
Bloomberg Financial Markets is not then reporting closing bid prices of such
security (collectively, "Bloomberg"), or if the foregoing does not apply, the
last reported sale price of such security in the 


                                     EX-29
<PAGE>   3

over-the-counter market on the electronic bulletin board of such security as
reported by Bloomberg, or, if no sale price is reported for such security by
Bloomberg, the average of the bid prices of any market makers for such security
as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
Closing Bid Price cannot be calculated for such security on such date on any of
the foregoing bases, the Closing Bid Price of such security on such date shall
be the fair market value as reasonably determined by an investment banking firm
selected by the Company and reasonably acceptable to the Holder with the costs
of such appraisal to be borne by the Company. As used herein, "First Closing
Date means June 2, 1997.

        This Warrant is subject to the following terms, provisions, and
conditions:

        1. Mechanics of Exercise. Subject to the provisions hereof, including,
without limitation, the limitations contained in Section 7(f) hereof, this
Warrant may be exercised as follows:

          (a) Manner of Exercise. This Warrant may be exercised by the Holder,
in whole or in part, by the surrender of this Warrant (or evidence of loss,
theft, destruction or mutilation thereof in accordance with Section 7(c)
hereof), together with a completed exercise agreement in the form of Exercise
Agreement attached hereto as Exhibit 1 (the "Exercise Agreement"), to the
Company at the Company's principal executive offices (or such other office or
agency of the Company as it may designate by notice to the Holder), and a
written calculation of the number of shares of Common Stock to be issued upon
such exercise in accordance with the terms hereof (a "Cashless Exercise"). In
lieu of paying the Exercise Price in cash, the Holder shall surrender this
Warrant for the number of shares of Common Stock determined by multiplying the
number of Warrant Shares to which it would otherwise be entitled by a fraction,
the numerator of which shall be the difference between the then current Market
Price per share of the Common Stock and the Exercise Price, and the denominator
of which shall be the then current Market Price per share of Common Stock. The
Warrant Shares so purchased shall be deemed to be issued to the Holder or
Holder's designees, as the record owner of such shares, as of the date on which
this Warrant shall have been surrendered, the completed Exercise Agreement shall
have been delivered, and payment (or notice of an election to effect a Cashless
Exercise) shall have been made for such shares as set forth above.

        (b) Issuance of Certificates. Subject to Section 1(c), Certificates for
the Warrant Shares so purchased, representing the aggregate number of shares
specified in the Exercise Agreement, shall be delivered to the Holder within a
reasonable time, not exceeding three (3) business days, after this Warrant shall
have been so exercised (the "Delivery Period"). The certificates so delivered
shall be in such denominations as may be requested by the Holder and shall be
registered in the name of Holder or such other name as shall be designated by
Holder. If this Warrant shall have been exercised only in part, then, unless
this Warrant has expired, the Company shall, at its expense, at the time of
delivery of such certificates, deliver to the Holder a new Warrant representing
the number of shares with respect to which this Warrant shall not then have been
exercised.

        (c) Exercise Disputes. In the case of any dispute with respect to an
exercise, the Company shall promptly issue such number of shares of Common Stock
as are not disputed in accordance with this Section. If such dispute only
involves the calculation of the Exercise Price, the Company shall submit the
disputed calculations to an independent accounting firm of national 


                                     EX-30
<PAGE>   4

standing (selected by the Holder; provided that the Holder currently does not
have a client relationship with such accounting firm) via facsimile within two
(2) business days of receipt of the Exercise Agreement. The accountant shall
audit the calculations and notify the Company and the Converting Holder of the
results no later than two (2) business days from the date it receives the
disputed calculations. The accountant's calculation shall be deemed conclusive,
absent manifest error. The Company shall then issue the appropriate number of
shares of Common Stock in accordance with this Section.

        (d)    Fractional Shares. No fractional shares of Common Stock are to be
issued upon the exercise of this Warrant, but the Company shall pay a cash
adjustment in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the Exercise Price of a share of
Common Stock (as determined for exercise of this Warrant into whole shares of
Common Stock).

        (e)    Buy-In. If (i) the Company fails for any reason to deliver during
the Delivery Period shares of Common Stock to a Holder upon an exercise of this
Warrant and (ii) after the applicable Delivery Period with respect to such an
exercise, a Holder purchases (in an open market transaction or otherwise) shares
of Common Stock to make delivery upon a sale by a Holder of the shares of Common
Stock (the "Sold Shares") which such Holder anticipated receiving upon such
exercise (a "Buy-In"), the Company shall pay such Holder (in addition to any
other remedies available to Holder) the amount by which (x) such Holder's total
purchase price (including brokerage commission, if any) for the shares of Common
Stock so purchased exceeds (y) the net proceeds received by the such Holder from
the sale of the Sold Shares. For example, if a Holder purchases shares of Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
shares of Common Stock sold for $10,000, the Company will be required to pay
such Holder $1,000. A Holder shall provide the Company written notification
indicating any amounts payable to Holder pursuant to this subsection.

        2.     Period of Exercise. This Warrant is exercisable at any time or 
from time to time on or after the date hereof and before Midnight, San Diego
time, June 2, 2002 (the "Exercise Period").

        3.     Certain Agreements of the Company. The Company hereby covenants 
and agrees as follows:

               (a)  Shares to be Fully Paid. All Warrant Shares will, upon
issuance in accordance with the terms of this Warrant, be validly issued, fully
paid, and nonassessable and free from all taxes, liens, claims and encumbrances.

               (b)  Reservation of Shares. During the Exercise Period, the
Company shall at all times have authorized, and reserved for the purpose of
issuance upon exercise of this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of this Warrant.

               (c)  Listing. Subject to the remainder of this Section 3(c), the
Company shall ensure that its shares of Common Stock (including all Warrant
Shares) are listed and available for trading on the OTC Bulletin Board. The
Company shall promptly following the First Closing use its best efforts to
satisfy the listing requirements of, and secure the listing of the Common Stock


                                     EX-31
<PAGE>   5

(including, without limitation, with respect to the Warrant Shares) upon, the
Nasdaq Small Cap Market ("NASDAQ"). Thereafter, the Company shall (i) use its
best efforts to continue the listing and trading of its Common Stock on the
NASDAQ, or on the Nasdaq National Market System ("NMS"), the New York Stock
Exchange ("NYSE") or the American Stock Exchange ("AMEX"); (ii) take all action
necessary to continue the listing and trading of its Common Stock on the OTC
Bulletin Board if the Common Stock is not listed and traded on NASDAQ, NMS, NYSE
or AMEX; and (iii) comply in all respects with the Company's reporting, filing
and other obligations under the by-laws or rules of the National Association of
Securities Dealers ("NASD") and such exchanges, as applicable.

               (d)  Certain Actions Prohibited. The Company will not, by
amendment of its charter or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder, but will at all times in
good faith assist in the carrying out of all the provisions of this Warrant and
in the taking of all such actions as may reasonably be requested by the Holder
of this Warrant in order to protect the exercise privilege of the Holder of this
Warrant against dilution or other impairment, consistent with the tenor and
purpose of this Warrant. Without limiting the generality of the foregoing, the
Company (i) will not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in
effect, and (ii) will take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

               4.   Antidilution Provisions. During the Exercise Period, the
Exercise Price and the number of Warrant Shares shall be subject to adjustment
from time to time as provided in this Section 4. In the event that any
adjustment of the Exercise Price as required herein results in a fraction of a
cent, such Exercise Price shall be rounded up or down to the nearest cent.

               (a)  Adjustment of Exercise Price and Number of Shares upon
Issuance of Common Stock. Except as otherwise provided in Section 4(c) and 4(e)
hereof, if and whenever after the First Closing Date, the Company issues or
sells, or in accordance with Section 4(b) hereof is deemed to have issued or
sold, any shares of Common Stock for no consideration or for a consideration per
share less than the Market Price (as herein defined) on the date of issuance (a
"Dilutive Issuance"), then effective immediately upon the Dilutive Issuance, the
Exercise Price will be adjusted in accordance with the following formula:

               E' = E x O + P/M
                        -------
                         CSDO

               where:

               E'     =      the adjusted Exercise Price
               E      =      the then current Exercise Price;
               M      =      the then current Market Price;
               O      =      the number of shares of Common Stock  outstanding  
                             immediately prior to the Dilutive Issuance;


                                     EX-32
<PAGE>   6

               P      =      the aggregate consideration, calculated as set
                             forth in Section 4(b) hereof, received by the
                             Company upon such Dilutive Issuance; and
               CSDO   =      the total number of shares of Common Stock Deemed
                             Outstanding (as herein defined) immediately after
                             the Dilutive Issuance.

               (b)  Effect on Exercise Price of Certain Events. For purposes of
determining the adjusted Exercise Price under Section 4(a) hereof, the following
will be applicable:

                    (i)       Issuance of Rights or Options. If the Company in 
any manner issues or grants any warrants, rights or options, whether or not
immediately exercisable, to subscribe for or to purchase Common Stock or other
securities exercisable, convertible into or exchangeable for Common Stock
("Convertible Securities") (such warrants, rights and options to purchase Common
Stock or Convertible Securities are hereinafter referred to as "Options") and
the price per share for which Common Stock is issuable upon the exercise of such
Options is less than the Market Price on the date of issuance ("Below Market
Options"), then the maximum total number of shares of Common Stock issuable upon
the exercise of all such Below Market Options (assuming full exercise,
conversion or exchange of Convertible Securities, if applicable) will, as of the
date of the issuance or grant of such Below Market Options, be deemed to be
outstanding and to have been issued and sold by the Company for such price per
share. For purposes of the preceding sentence, the price per share for which
Common Stock is issuable upon the exercise of such Below Market Options is
determined by dividing (i) the total amount, if any, received or receivable by
the Company as consideration for the issuance or granting of such Below Market
Options, plus the minimum aggregate amount of additional consideration, if any,
payable to the Company upon the exercise of all such Below Market Options, plus,
in the case of Convertible Securities issuable upon the exercise of such Below
Market Options, the minimum aggregate amount of additional consideration payable
upon the exercise, conversion or exchange thereof at the time such Convertible
Securities first become exercisable, convertible or exchangeable, by (ii) the
maximum total number of shares of Common Stock issuable upon the exercise of all
such Below Market Options (assuming full conversion of Convertible Securities,
if applicable). No further adjustment to the Exercise Price will be made upon
the actual issuance of such Common Stock upon the exercise of such Below Market
Options or upon the exercise, conversion or exchange of Convertible Securities
issuable upon exercise of such Below Market Options.

                    (ii)      Issuance of Convertible Securities.

                              (A) If the Company in any manner issues or sells
any Convertible Securities, whether or not immediately convertible (other than
where the same are issuable upon the exercise of Options) and the price per
share for which Common Stock is issuable upon such exercise, conversion or
exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less
than the Market Price on the date of issuance, then the maximum total number of
shares of Common Stock issuable upon the exercise, conversion or exchange of all
such Convertible Securities will, as of the date of the issuance of such
Convertible Securities, be deemed to be outstanding and to have been issued and
sold by the Company for such price per share. For the purposes of the preceding
sentence, the price per share for which Common Stock is issuable upon such
exercise, conversion or exchange is determined by dividing (i) the total amount,
if any, received or receivable by the Company as consideration for the issuance
or sale of all such Convertible Securities, plus the 


                                     EX-33
<PAGE>   7

minimum aggregate amount of additional consideration, if any, payable to the
Company upon the exercise, conversion or exchange thereof at the time such
Convertible Securities first become exercisable, convertible or exchangeable, by
(ii) the maximum total number of shares of Common Stock issuable upon the
exercise, conversion or exchange of all such Convertible Securities. No further
adjustment to the Exercise Price will be made upon the actual issuances of such
Common Stock upon exercise, conversion or exchange of such Convertible
Securities.

                              (B)  If the Company in any manner issues or sells
any Convertible Securities with a fluctuating conversion or exercise price or
exchange ratio (a "Variable Rate Convertible Security"), then the price per
share for which Common Stock is issuable upon such exercise, conversion or
exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A)
shall be deemed to be the lowest price per share which would be applicable
assuming that (1) all holding period and other conditions to any discounts
contained in such Convertible Security have been satisfied, and (2) the Market
Price on the date of issuance of such Convertible Security was 75% of the Market
Price on such date (the "Assumed Variable Market Price"). In addition, the
Exercise Price shall be adjusted any time or times the Market Price thereafter
is less than or equal to the Assumed Variable Market Price last used for making
any adjustment under this Section 4 with respect to any Variable Rate
Convertible Security. At such time, the Exercise Price shall be adjusted to the
Exercise Price which would have resulted if the Assumed Variable Market Price at
the time of issuance of the Variable Rate Convertible Security had been 75% of
the Market Price existing at the time of the adjustment required by this
sentence.

                    (iii)     Change in Option Price or Conversion Rate. If 
there is a change at any time in (i) the amount of additional consideration
payable to the Company upon the exercise of any Options; (ii) the amount of
additional consideration, if any, payable to the Company upon the exercise,
conversion or exchange or any Convertible Securities; or (iii) the rate at which
any Convertible Securities are convertible into or exchangeable for Common Stock
(other than under or by reason of provisions designed to protect against
dilution), the Exercise Price in effect at the time of such change will be
readjusted to the Exercise Price which would have been in effect at such time
had such Options or Convertible Securities still outstanding provided for such
changed additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold.

                    (iv)      Treatment of Expired Options and Unexercised
Convertible Securities. If, in any case, the total number of shares of Common
Stock issuable upon exercise of any Options or upon exercise, conversion or
exchange of any Convertible Securities is not, in fact, issued and the rights to
exercise such option or to exercise, convert or exchange such Convertible
Securities shall have expired or terminated, the Exercise Price then in effect
will be readjusted to the Exercise Price which would have been in effect at the
time of such expiration or termination had such Options or Convertible
Securities, to the extent outstanding immediately prior to such expiration or
termination (other than in respect of the actual number of shares of Common
Stock issued upon exercise or conversion thereof), never been issued.

                    (v)  Calculation of Consideration Received. If any Common
Stock, Options or Convertible Securities are issued, granted or sold for cash,
the consideration received therefor for purposes of this Warrant will be the
amount received by the Company therefor, before 


                                     EX-34
<PAGE>   8

deduction of reasonable commissions, underwriting discounts or allowances or
other reasonable expenses paid or incurred by the Company in connection with
such issuance, grant or sale. In case any Common Stock, Options or Convertible
Securities are issued or sold for a consideration part or all of which shall be
other than cash, the amount of the consideration other than cash received by the
Company will be the fair market value of such consideration except where such
consideration consists of securities, in which case the amount of consideration
received by the Company will be the Market Price thereof as of the date of
receipt. In case any Common Stock, Options or Convertible Securities are issued
in connection with any merger or consolidation in which the Company is the
surviving corporation, the amount of consideration therefor will be deemed to be
the fair market value of such portion of the net assets and business of the
non-surviving corporation as is attributable to such Common Stock, Options or
Convertible Securities, as the case may be. The fair market value of any
consideration other than cash or securities will be determined in good faith by
an investment banker or other appropriate expert of national reputation selected
by the Company and reasonably acceptable to the Holder, with the costs of such
appraisal to be borne by the Company.

                    (vi)      Exceptions to Adjustment of Exercise Price. No
adjustment to the Exercise Price will be made (i) upon the exercise of any
warrants, options or convertible securities issued and outstanding on the First
Closing Date in accordance with the terms of such securities as of such date;
(ii) upon the grant or exercise of any stock or options which may hereafter be
granted or exercised under any employee benefit plan of the Company now existing
or to be implemented in the future, so long as the issuance of such stock or
options is approved by a majority of the non-employee members of the Board of
Directors of the Company or a majority of the members of a committee of
non-employee directors established for such purpose; (iii) upon the issuance of
the convertible term debentures of the Company (the "Debentures"), the preferred
stock, par value $.00001 per share, of the Company (the "Preferred Stock") or
Warrants in accordance with terms of the Securities Purchase Agreement; (iv)
upon the exercise of the Warrants or conversion of the Debentures or Preferred
Stock or (v) the warrants to purchase Common Stock issued or to be issued to
Swartz Investments, LLC in consideration of its services in connection with the
Securities Purchase Agreement and the transactions contemplated thereby so long
as such warrants are not exercisable, in the aggregate, for more than 330,000
shares of Common Stock.

               (c)  Subdivision or Combination of Common Stock. If the Company,
at any time after the First Closing Date, subdivides (by any stock split, stock
dividend, recapitalization, reorganization, reclassification or otherwise) its
shares of Common Stock into a greater number of shares, then, after the date of
record for effecting such subdivision, the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company, at
any time after the initial issuance of this Warrant, combines (by reverse stock
split, recapitalization, reorganization, reclassification or otherwise) its
shares of Common Stock into a smaller number of shares, then, after the date of
record for effecting such combination, the Exercise Price in effect immediately
prior to such combination will be proportionately increased.

               (d)  Adjustment in Number of Shares. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 4, the number of
shares of Common Stock issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect immediately prior
to such adjustment by the number of shares of Common Stock issuable 


                                     EX-35
<PAGE>   9

upon exercise of this Warrant immediately prior to such adjustment and dividing
the product so obtained by the adjusted Exercise Price.

               (e)  Major Transactions. If the Company shall consolidate with or
merge into any corporation or reclassify its outstanding shares of Common Stock
(other than by way of subdivision or reduction of such shares) (each a "Major
Transaction"), then each holder of a Warrant shall thereafter be entitled to
receive consideration, in exchange for such Warrant, equal to the greater of, as
determined in the sole discretion of such holder: (i) a warrant to purchase, at
the same aggregate exercise price, the number of shares of stock or securities
or property of the Company, or of the entity resulting from such consolidation
or merger (the "Major Transaction Consideration"), to which a holder of the
number of shares of Common Stock delivered upon exercise of such Warrant would
have been entitled upon such Major Transaction had the holder of such Warrant
exercised the Warrant on the trading date immediately preceding the public
announcement of the transaction resulting in such Major Transaction and had such
Common Stock been issued and outstanding and had such holder been the holder of
record of such Common Stock at the time of such Major Transaction, and the
Company shall make lawful provision therefor as a part of such consolidation,
merger or reclassification; and (ii) cash paid by the Company in immediately
available funds, in an amount equal to the Black-Scholes Amount (as defined
herein) times the number of shares of Common Stock for which this Warrant was
exercisable on the date immediately preceding the date of such Major
Transaction. No sooner than ten (10) days nor later than five (5) days prior to
the consummation of the Major Transaction, but not prior to the public
announcement of such Major Transaction, the Company shall deliver written notice
("Notice of Major Transaction") to each holder of Warrants, which Notice of
Major Transaction shall be deemed to have been delivered one (1) business day
following the Company's sending such notice by telecopy (provided that the
Company sends a confirming copy of such notice on the same day by overnight
courier) of such Notice of Major Transaction. Such Notice of Major Transaction
shall indicate the amount and type of the Major Transaction Consideration which
such holder would receive under clause (i) of this paragraph (e). If the Major
Transaction Consideration does not consist entirely of United States currency,
such holder may elect to receive United States currency in an amount equal to
the value of the Major Transaction Consideration in lieu of the Major
Transaction Consideration by delivering notice of such election to the Company
within five (5) days of the holder's receipt of the Notice of Major Transaction.

        The "Black-Scholes Amount" shall be an amount determined by calculating
the "Black-Scholes" value of an option to purchase one share of Common Stock on
the applicable page on the Bloomberg online page, using the following variable
values: (i) the current market price of the Common Stock equal to the closing
trade price on the last trading day before the date of the Notice of the Major
Transaction; (ii) volatility of the Common Stock equal to the volatility of the
Common Stock during the 100 trading day period preceding the date of the Notice
of the Major Transaction; (iii) a risk free rate equal to the interest rate on
the United States treasury bill or treasury note with a maturity corresponding
to the remaining term of this Warrant on the date of the Notice of the Major
Transaction; and (iv) an exercise price equal to the Exercise Price on the date
of the Notice of the Major Transaction. In the event such calculation function
is no longer available utilizing the Bloomberg online page, the Holder shall
calculate such amount in its sole discretion using the closest available
alternative mechanism and variable values to those available utilizing the
Bloomberg online page for such calculation function.


                                     EX-36
<PAGE>   10

               (f)  Distribution of Assets. The Company shall provide Holder 
with at least thirty (30) trading days written notice prior to any date on which
the Company intends to declare or make any distribution of its assets (or rights
to acquire its assets) to holders of Common Stock as a partial liquidating
dividend, by way of return of capital or otherwise (including any dividend or
distribution to the Company's shareholders of cash or shares (or rights to
acquire shares) of capital stock of a subsidiary).

               (g)  Notices of Adjustment. Upon the occurrence of any event 
which requires any adjustment of the Exercise Price, then, and in each such
case, the Company shall give notice thereof to the Holder, which notice shall
state the Exercise Price resulting from such adjustment and the increase or
decrease in the number of Warrant Shares purchasable at such price upon
exercise, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Such calculation shall be certified
by the chief financial officer of the Company.

               (h)  Minimum Adjustment of Exercise Price. No adjustment of the
Exercise Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise required to be made, but any
such lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such
Exercise Price.

               (i)  No Fractional Shares. No fractional shares of Common Stock
are to be issued upon the exercise of this Warrant, but the Company shall pay a
cash adjustment in respect of any fractional share which would otherwise be
issuable in an amount equal to the same fraction of the Market Price of a share
of Common Stock on the date of such exercise.

               (j)  Other Notices. In case at any time:

                    (i)  the Company shall declare any dividend upon the Common
Stock payable in shares of stock of any class or make any other distribution to
the holders of the Common Stock;

                    (ii) the Company shall offer for subscription pro rata to
the holders of the Common Stock any additional shares of stock of any class or
other rights;

                    (iii) there shall be any capital reorganization of the
Company, or reclassification of the Common Stock, or consolidation or merger of
the Company with or into, or sale of all or substantially all of its assets to,
another corporation or entity; or

                    (iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;

then, in each such case, the Company shall give to the Holder (a) notice of the
date on which the books of the Company shall close or a record shall be taken
for determining the holders of Common Stock entitled to receive any such
dividend, distribution, or subscription rights or for determining 


                                     EX-37
<PAGE>   11

the holders of Common Stock entitled to vote in respect of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up and (b) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, notice of the date (or, if not then known, a reasonable
approximation thereof by the Company) when the same shall take place. Such
notice shall also specify the date on which the holders of Common Stock shall be
entitled to receive such dividend, distribution, or subscription rights or to
exchange their Common Stock for stock or other securities or property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation, or winding-up, as the case may be. Such notice
shall be given at least 30 days prior to the record date or the date on which
the Company's books are closed in respect thereto. Failure to give any such
notice or any defect therein shall not affect the validity of the proceedings
referred to in clauses (i), (ii), (iii) and (iv) above.

               (k)  Certain Events. If, at any time after the First Closing 
Date, any event occurs of the type contemplated by the adjustment provisions of
this Section 4 but not expressly provided for by such provisions, the Company
will give notice of such event as provided in Section 4(g) hereof, and the
Company's board of directors will make an appropriate adjustment in the Exercise
Price and the number of shares of Common Stock acquirable upon exercise of this
Warrant so that the rights of the Holder shall be neither enhanced nor
diminished by such event.

               (l)  Certain Definitions.

                    (i) "Common Stock Deemed Outstanding" shall mean the number
of shares of Common Stock actually outstanding (not including shares of Common
Stock held in the treasury of the Company), plus (x) in case of any adjustment
required by Section 4(a) resulting from the issuance of any Options, the maximum
total number of shares of Common Stock issuable upon the exercise of the Options
for which the adjustment is required (including any Common Stock issuable upon
the conversion of Convertible Securities issuable upon the exercise of such
Options), and (y) in the case of any adjustment required by Section 4(a)
resulting from the issuance of any Convertible Securities, the maximum total
number of shares of Common Stock issuable upon the exercise, conversion or
exchange of the Convertible Securities for which the adjustment is required, as
of the date of issuance of such Convertible Securities, if any.

                    (ii) "Market Price," as of any date, means the average of
the Closing Bid Prices for the shares of Common Stock for the five (5)
consecutive trading days ending on the trading day immediately preceding such
date.

                    (iii) "Common Stock," for purposes of this Section 4,
includes the Common Stock and any additional class of stock of the Company
having no preference as to dividends or distributions on liquidation, provided
that the shares purchasable pursuant to this Warrant shall include only Common
Stock in respect of which this Warrant is exercisable, or shares resulting from
any subdivision or combination of such Common Stock, or in the case of any
reorganization, reclassification, consolidation, merger, or sale of the
character referred to in Section 4(e) hereof, the stock or other securities or
property provided for in such Section.

        5. Issue Tax. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the Holder or such
shares for any issuance tax or other 


                                     EX-38
<PAGE>   12

costs in respect thereof, provided that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and delivery of any certificate in a name other than the Holder.

        6.     No Rights or Liabilities as a Shareholder. This Warrant shall not
entitle the Holder to any voting rights or other rights as a shareholder of the
Company. No provision of this Warrant, in the absence of affirmative action by
the Holder to purchase Warrant Shares, and no mere enumeration herein of the
rights or privileges of the Holder, shall give rise to any liability of the
Holder for the Exercise Price or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.

        7.     Transfer, Exchange, Redemption and Replacement of Warrant.

               a.   Restriction on Transfer. This Warrant and the rights granted
to the Holder are transferable, in whole or in part, upon surrender of this
Warrant, together with a properly executed assignment in the form attached
hereto as Exhibit 2, at the office or agency of the Company referred to in
Section 7(e) below, provided, however, that any transfer or assignment shall be
subject to the to the provisions of Section 5.1 and 5.2 of the Securities
Purchase Agreement. Until due presentment for registration of transfer on the
books of the Company, the Company may treat the registered holder hereof as the
owner and holder hereof for all purposes, and the Company shall not be affected
by any notice to the contrary. Notwithstanding anything to the contrary
contained herein, the registration rights described in Section 8 hereof are
assignable only in accordance with the provisions of that certain Registration
Rights Agreement, dated as of June 2, 1997, by and among the Company and the
other signatories thereto (the "Registration Rights Agreement").

               b.   Warrant Exchangeable for Different Denominations. This 
Warrant is exchangeable, upon the surrender hereof by the Holder at the office
or agency of the Company referred to in Section 7(e) below, for new Warrants, in
the form hereof, of like tenor of different denominations representing in the
aggregate the right to purchase the number of shares of Common Stock which may
be purchased hereunder, each of such new Warrants to represent the right to
purchase such number of shares as shall be designated by the Holder of at the
time of such surrender.

               c.   Replacement of Warrant. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of
this Warrant or, in the case of any such loss, theft, or destruction, upon
delivery, of an indemnity agreement reasonably satisfactory in form and amount
to the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, will execute and
deliver, in lieu thereof, new Warrants, in the form hereof, in such
denominations as Holder may request. The Company shall not be obligated to
reissue such Warrant if Holder contemporaneously requests the Company to convert
this Warrant.

               d.   Cancellation; Payment of Expenses. Upon the surrender of 
this Warrant in connection with any transfer, exchange, or replacement as
provided in this Section 7, this Warrant shall be promptly canceled by the
Company. The Company shall pay all taxes (other than securities 


                                     EX-39
<PAGE>   13

transfer taxes) and charges payable in connection with the preparation,
execution, and delivery of Warrants pursuant to this Section 7.

               e.   Warrant Register. The Company shall maintain, at its 
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the Holder), a register for this Warrant, in which
the Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.

               f.   Additional Restriction on Exercise or Transfer.
Notwithstanding anything to the contrary contained herein, the Warrants shall
not be exercisable by the Holder to the extent (but only to the extent) that, if
exercisable by Holder, Holder would beneficially own in excess of 4.9% of the
shares of Common Stock. To the extent the above limitation applies, the
determination of whether the Warrants shall be exercisable (vis-a-vis other
securities owned by Holder) and of which Warrants shall be convertible shall be
in the sole discretion of the Holder and submission of the Warrants for exercise
shall be deemed to be the Holder's determination of whether such Warrants are
exercisable and of which Warrants are exercisable, subject to such aggregate
percentage limitation. No prior inability to exercise Warrants pursuant to this
paragraph shall have any effect on the applicability of the provisions of this
paragraph with respect to any subsequent determination of exercisability. For
the purposes of this paragraph, beneficial ownership and all calculations,
including without limitation, with respect to calculations of percentage
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13D and G thereunder. The
provisions of this paragraph may be waived and/or implemented in a manner
otherwise than strictly in conformity with the foregoing provisions of this
paragraph f with the approval of the Board of Directors of the Corporation and
the holders of majority in interest in the then outstanding Debentures and
Warrants (voting together as a single class): (i) with respect to any matter to
cure any ambiguity herein, to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended 4.9% beneficial
ownership limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such 4.9% limitation; and (ii)
with respect to any other matter, with the further consent of the holders of a
majority of the then outstanding shares of Common Stock. The limitations
contained in this paragraph shall apply to a successor holder of Warrants if,
and to the extent, elected by such successor holder concurrently with its
acquisition of such Warrants, such election to be promptly confirmed in writing
to the Company (provided no transfer or series of transfer to a successor holder
or holders shall be used by a Holder to evade the limitations contained in this
paragraph).

        8.     Registration Rights. The initial holder of this Warrant (and 
certain assignees thereof) is entitled to the benefit of such registration
rights in respect of the Warrant Shares as are set forth in the Registration
Rights Agreement.

        9.     Notices. Any notice herein required or permitted to be given 
shall be in writing and may be personally served or delivered by courier or by
confirmed telecopy, and shall be deemed delivered at the time and date of
receipt (which shall include telephone line facsimile transmission). The
addresses for such communications shall be:


                                     EX-40
<PAGE>   14

               If to the Company:

               Patriot Scientific Corporation
               10989 Via Frontera
               San Diego, California 92129
               Telecopy:  (619) 674-5005
               Attention:  Lowell W. Giffhorn

               with copy to:

               Luce, Forward, Hamilton & Scripps LLP
               600 West Broadway
               Suite 2600
               San Diego, California  92101
               Telecopy: (619) 232-8311
               Attention: Otto E. Sorensen

               and with a copy to:

               Robert Putnam
               13112 Evening Creek Drive South
               San Diego, California 92128
               Telecopy:  (619) 679-0545


               If to Holder:

               CC Investments, LDC
               Corporate Centre, West Bay Road
               P.O. Box 31106 SMB
               Grand Cayman, Cayman Islands

               with a copy to:

               Castle Creek Partners, LLC
               333 West Wacker Drive
               Suite 1410
               Chicago, IL  60606
               Telecopy:  (312) 435-2636
               Attention: John D. Ziegelman

               and with a copy to:

               Altheimer & Gray
               10 South Wacker Drive
               Suite 4000


                                     EX-41
<PAGE>   15

               Chicago, IL  60606
               Telecopy: (312) 715-4800
               Attention: Kenneth M. Crane

If to any other Holder, to such address set forth under Holder's name on the
signature page hereto executed by Holder.

        10.    Governing Law; Jurisdiction. This Warrant shall be governed by 
and construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in the State of Delaware. The Company
irrevocably consents to the jurisdiction of the United States federal courts
located in the County of New Castle in the State of Delaware in any suit or
proceeding based on or arising under this Warrant and irrevocably agrees that
all claims in respect of such suit or proceeding may be determined in such
courts. The Company irrevocably waives the defense of an inconvenient forum to
the maintenance of such suit or proceeding. The Company agrees that service of
process upon the Company mailed by first class mail shall be deemed in every
respect effective service of process upon the Company in any such suit or
proceedings. Nothing herein shall affect the Holder's right to serve process in
any other manner permitted by law. The Company agrees that a final nonappealable
judgment in any such suit or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on such judgment or in any other lawful manner.



        11.    Miscellaneous.

               a.   Amendments. This Warrant and any provision hereof may only 
be amended by an instrument in writing signed by the Company and the Holder.

               b.   Descriptive Headings. The descriptive headings of the 
several Sections of this Warrant are inserted for purposes of reference only,
and shall not affect the meaning or construction of any of the provisions
hereof.

               c.   Exercise. Notwithstanding anything to the contrary contained
in this Warrant, if the resale of the Warrant Shares by the Holder is not then
registered pursuant to an effective registration statement under the Securities
Act, this Warrant may be exercised at any time after the first date that the
Holder could sell the Warrant Shares pursuant to Rule 144 under the Securities
Act and until the end of the Exercise Period.

               d.   Assignability. This Warrant shall be binding upon the 
Company and its successors and assigns and shall inure to the benefit of Holder
and its successors and assigns.

                                      * * *


                                     EX-42
<PAGE>   16

        IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.



                                       PATRIOT SCIENTIFIC
                                       CORPORATION


                                       By:/s/ ELWOOD G. NORRIS
                                          -------------------
                                          Elwood G. Norris
                                          Chairman and a Director


                                       By:/s/ MICHAEL A. CARENZO
                                          ----------------------
                                          Michael A. Carenzo
                                          President, Chief Executive Officer
                                          and a Director


                                     EX-43
<PAGE>   17

                                                                       EXHIBIT 1
                                                       TO STOCK PURCHASE WARRANT



                               EXERCISE AGREEMENT

         (To be Executed by the Holder in order to Exercise the Warrant)

        The undersigned hereby irrevocably exercise the right to purchase
____________ of the shares of common stock of Patriot Scientific Corporation, a
Delaware corporation (the "Company"), evidenced by the attached Warrant, and
herewith effects a Cashless Exercise pursuant to the terms of the Warrant, all
in accordance with the conditions and provisions of said Warrant.

        (i) The undersigned agrees not to offer, sell, transfer or otherwise
dispose of any Common Stock obtained on exercise of the Warrant, except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

        (ii) The undersigned requests that stock certificates for such shares be
issued, and a Warrant representing any unexercised portion hereof be issued,
pursuant to the Warrant in the name of the Holder (or such other person or
persons indicated below) and delivered to the undersigned (or designee(s)) at
the address (or addresses) set forth below:

Date:  ____________________

       -----------------------------------
                                                  Signature of Holder

       -----------------------------------
                                                  Name of Holder (Print)

                                                  Address:
       -----------------------------------

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


                                     EX-44
<PAGE>   18

                                                                       EXHIBIT 2
                                                       TO STOCK PURCHASE WARRANT

                                   ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:

<TABLE>
<CAPTION>
Name of Assignee                    Address                        No. of Shares
----------------                    -------                        -------------
<S>                                 <C>                            <C>
</TABLE>



, and hereby irrevocably constitutes and appoints ______________________________
as agent and attorney-in-fact to transfer said Warrant on the books of the
within-named corporation, with full power of substitution in the premises.


Date:____________, _____,

In the presence of

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

                                           Name:
-------------------------------------

                                           Signature: 
-------------------------------------                Title of Signing Officer 
or Agent (if any):

                                           Address:
-------------------------
                 --------------------------


                                               Note: The above signature should
                                                     correspond exactly with the
                                                     name on the face of the
                                                     within Warrant.


                                     EX-45