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                         PATRIOT SCIENTIFIC CORPORATION

                                   FORM 10-KSB

                               EXHIBIT NO. 10.12.1

            FIRST AMENDMENT TO EMPLOYMENT AGREEMENT DATED MAY 8, 1996
       BETWEEN THE COMPANY AND MICHAEL A. CARENZO DATED SEPTEMBER 23, 1996



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                         PATRIOT SCIENTIFIC CORPORATION
                         12875 BROOKPRINTER PLACE, #300
                                 POWAY, CA 92064
                                 (619) 679-4428


October 30, 1996

Mr. Michael A. Carenzo
144 Azalea Drive
Hershey, PA 17033

Dear Mr. Carenzo:


As provided by the resolution passed by the Board of Directors of Patriot
Scientific Corporation (the "Company") at the meeting held on September 23,
1996, the Company hereby agrees to amend your employment agreement dated May 8,
1996 (the "Original Agreement") so that Section 2. Compensation and Benefit
Plans shall now read in its entirety as follows:

        2.     Compensation and Benefit Plans.

               (a) The Executive shall receive a base salary during the
        Employment Period which shall be payable in installments at such times
        as other employees are paid but in any case at least monthly as follows:
        (1) During the remaining period of the first year of the Employment
        Period (November 1, 1996 to May 31, 1997) ("Year One"), the Executive
        shall receive a base salary of not less than fourteen thousand dollars
        ($14,000.00) per month; (2) During the second year of the Employment
        Period ("Year Two"), the Executive shall receive a base salary of not
        less than fifteen thousand five hundred dollars ($15,500.00) per month;
        (3) During the third year of the Employment Period ("Year Three"), the
        Executive shall receive not less than the base salary received in Year
        Two. The base salary received in any year shall be subject to other
        upward adjustment by and under the direction of the Board of Directors
        in its sole discretion.

               (b) The Executive is entitled to an Annual Incentive Bonus of at
        least 50 percent of the total yearly base compensation for the
        applicable year (the "Annual Incentive Bonus"). The Annual Incentive
        Bonus payment will be based upon mutually agreed upon objectives and
        levels of performance payable within sixty (60) days of fiscal year end
        (May 31).




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               (c) The Executive shall be paid a one time additional special
        incentive bonus (the "Special Incentive Bonus") equal to 100 percent of
        the annual base salary payable over a six (6) month period in equal
        monthly installments beginning on the date that the Executive
        successfully completes the following task. The Executive must
        successfully enter into any licensing agreement, supply agreement, a
        joint venture or similar agreement regarding any of the Company's Key
        Technologies on or before December, 31 1997, with any Company or Agency
        including, but not limited to Hitachi, Motorola, AMD Corporation, Harris
        Semiconductor, Texas Instruments or IBM or their affiliates resulting
        from the Executives introduction or efforts. In addition, as long as the
        agreement is of significant value to the Company, any unvested options
        of the Executive as defined in this Employment Agreement and the
        accompanying Stock Option Agreement will become vested options
        immediately upon the completion of the above referred task.

               (d) The Executive shall be eligible to participate in all
        employee benefit programs, if any, maintained by the Company, including,
        but not limited to, group life insurance, medical, long-term disability,
        short-term disability, retirement and pension plans, any deferred
        compensation or profit sharing plan, 401(k) savings plan, and such other
        fringe benefits as are or may be made available from time to time to
        senior executives of the Company. During the Employment Period, the
        Executive is entitled to three weeks vacation per annum in Year One and
        four weeks vacation per annum in Year Two and Year Three.

               (e) The Company will pay or reimburse the Executive during the
        employment period for all expenses normally reimbursed by the Company
        and reasonably incurred by the Executive in furtherance of his duties
        hereunder and authorized by the Company, including but not limited to,
        expenses for entertainment, travel, meals, hotel accommodations and the
        like upon the submission by the Executive of vouchers or an itemized
        list thereof as the Board of Directors may from time to time adopt and
        authorize and as may be required in order to permit such payments as
        proper deductions to the Company under the Internal Revenue Code of 1986
        and the rules and regulations adopted pursuant thereto now or hereafter
        in effect. Further, the Executive's place of employment shall be
        considered San Diego County, California (or other mutually agreed upon
        location) and it is contemplated that the Executive will relocate to San
        Diego County or vicinity within a reasonable period during the
        Employment Period. Until the Executive is relocated, the Company shall
        pay the lessor of actual costs of travel and lodging for business travel
        or the costs if the business travel had originated in San Diego County
        should the Executive 



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        travel from another location or residence(s). Executive shall be
        responsible for all travel expenses to and from other consulting
        locations (during the first seven months of the Employment Period
        pursuant to the terms and conditions outlined in paragraph (b) of
        Section 1 hereof) or from residence(s), Executive shall also be
        responsible for all moving, relocation and related expenses of
        relocating in San Diego County or vicinity.

It is expressly understood that all other provisions of the Original Agreement
will continue in full force and effect in accordance with its original terms and
conditions to date.

PATRIOT SCIENTIFIC CORPORATION

By: /s/ ELWOOD NORRIS
    ------------------------------
Elwood G. Norris
Chairman of the Board


Accepted and agreed to
this 25th day of October 1996:
/s/ MICHAEL A. CARENZO
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Michael A. Carenzo



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