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                                   FORM 10-QSB

                         PATRIOT SCIENTIFIC CORPORATION

                                   EXHIBIT 4.2

               FORM OF STOCK PURCHASE WARRANT (LABWAY CORPORATION)


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THIS WARRANT AND THE SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT
OF 1933 ("ACT"), AND THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY
"U.S. PERSON" (AS DEFINED IN "REGULATION S" UNDER THE ACT) OR BY ANY PERSON IN
THE UNITED STATES OF AMERICA, UNLESS THIS WARRANT IS FIRST REGISTERED UNDER THE
ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.


                             STOCK PURCHASE WARRANT

                RIGHT TO PURCHASE 126,583 SHARES OF COMMON STOCK


THIS CERTIFIES THAT LABWAY CORPORATION ("Holder") is entitled to purchase, on or
before August 31, 1996 one hundred twenty six thousand five hundred eighty three
(126,583) shares of the common stock ("Common Stock") of PATRIOT SCIENTIFIC
CORPORATION (the "Corporation" or "Company") upon exercise of this Warrant along
with presentation of the full purchase price. The purchase price of the common
stock upon exercise of this Warrant ("Warrant Shares") is equal to the One
Dollar Fifty Eight Cents ($1.58) per share (the "Exercise Price").
This Warrant is granted to Holder for valuable consideration received.

1. Exercise of Warrant. This Warrant may be exercised in whole or in part on any
business day on or before the expiration date listed above by presentation and
surrender hereof to the Company at its principal office of an exercise request
and the Exercise Price in lawful money of the United States of America in the
form of a wire transfer or check, subject to collection, for the number of
Warrant Shares specified in the exercise request. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt
by the Company of this Warrant and an exercise request and representations,
together with proper payment of the Exercise Price, at such office, the Holder
shall be deemed to be the holder of record of the Warrant Shares,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such Warrant Shares shall not then be
actually delivered to the Holder. The Company shall pay any and all transfer
agent fees, documentary stamp or similar issue or transfer taxes payable in
respect of the issue or delivery of the Warrant Shares.

2. Adjustment of Exercise Price and Number of Shares Deliverable Upon Exercise
of Warrant. The Exercise Price and the number of Shares purchasable upon the
exercise of this Warrant are subject to adjustment from time to time upon the
occurrence of the events enumerated in this paragraph.

(a) In case the Corporation shall at any time after the date of this Warrant:

         (i) Pay a dividend of its shares of its Common Stock or make a
         distribution in shares of its Common Stock with respect to its
         outstanding Common Stock;

         (ii)  Subdivide its outstanding shares of Common Stock;

         (iii) Combine its outstanding shares of Common Stock; or

         (iv)  Issue any other shares of capital stock by reclassification of
               its shares of Common Stock;

the Exercise Price in effect at the time of the record date of such dividend,
subdivision, combination, or reclassification shall be proportionately adjusted
so that Holder shall be entitled to receive the aggregate number and kind of
shares which, if this Warrant had been exercised prior to such event, Holder
would have owned upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, combination, or reclassification. Such adjustment
shall be made successively whenever any event listed above shall occur.

(b) In case of any reorganization of the Corporation, or in case of any
reclassification or change of outstanding Common Stock issuable upon exercise of
this Warrant (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
split-up or combination of the Common Stock), or in case of any consolidation or
merger of the Company with or into another entity (other than a consolidation or
merger with a subsidiary or a continuing corporation), or in case of any sale or
conveyance to another entity of all or substantially all of the property of the
Corporation, then, as a condition of such reorganization, reclassification,
change, consolidation, merger, sale, or conveyance, the Corporation or such
successor or purchasing entity, as the case may be, shall forthwith provide to
Holder a supplemental warrant (the "Supplemental Warrant") which will make
lawful and adequate provision whereby Holder shall have the right thereafter to
receive, upon exercise of such Supplemental Warrant, the kind and amount of
shares and other securities and property which would have been received upon
such reorganization, reclassification, change, consolidation, merger, sale, or
conveyance by a holder of a number of shares of Common Stock equal to the number
of Shares issuable upon exercise of this Warrant immediately prior to such


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reorganization, reclassification, change, consolidation, merger, sale, or
conveyance. Such Supplemental Warrant shall include provisions for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this paragraph. The above provisions of this paragraph shall
similarly apply to successive reorganizations, reclassifications, and changes of
Common Stock and to successive consolidations, mergers, sales, or conveyances.

3. Representations

At the date of exercise, the Holder shall represent and warrant to the Company
in writing that:

 (a) The Holder understands that the Warrant Shares shall be issued in reliance
upon specific exemptions from, or the non-application of, the registration and
other requirements of the U.S. federal and state securities laws, and that the
Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the Holder set
forth herein in order to determine the applicability of such exemptions and the
suitability of the Holder to acquire the Warrant Shares pursuant to such
exemptions. Without limiting the foregoing, the Holder understands that the
Warrant Shares have not been and will not be registered under the Securities Act
of 1993, as amended (the "Act"), in reliance upon Regulation S thereunder
(Regulation S") and cannot be offered or sold in the United States or to U. S.
Persons (as defined in Regulation S), or for the account or benefit of any U.S.
person, except upon the registration of the Securities under the Act or pursuant
to an available exemption from the registration requirements of the Act.

(b) The Holder is not a U.S. Person (as defined in Regulation S).

(c) None of the Holder, its affiliates or any person acting on behalf of the
Holder or any such affiliate has engaged, or will engage, in any "directed
selling efforts" (as defined in Regulation S) with respect to the Warrant
Shares.

(d) The exercise of the Warrant has not been pre arranged with a purchaser
located in the United States or who is a U. S. Person, and are not part of a
plan or scheme to evade the regulation requirements of the Act.

(e) The Holder has not entered, and does not presently intend to enter, into any
option, short position or similar transaction with the purpose of reducing the
Holder's market risk with respect to the exercise of the Warrant and the
ownership and holding of the Warrant Shares.

 (f) The Holder understands that he shall be required to bear all personal
expenses incurred in connection with the exercise of this Warrant.

The Holder shall certify in writing at the date of exercise that each of the
foregoing representation and warranties set forth in this Section 3 are true as
of the date thereof. If in any respect such representations and warranties shall
not be true and accurate at the date the Holder exercises this Warrant, the
Holder shall give written notice of such fact to the Company specifying which
representations and warranties are not true and accurate and the reasons
therefor, whereupon the Company may place the applicable Rule 144 restrictive
legend on the common shares issued upon exercise of the Warrant. Likewise should
there be amendments or other changes in Regulation S prior to the date of
exercise, it is possible that the exercise and issue of the Warrant Shares may
no longer qualify for the exemption and accordingly the Company may be required
to issue the Warrant Shares with the applicable legend.

However, the Company shall issue a certificate which does not contain such
legend if (i) the shares represented by such certificate are sold pursuant to a
registration statement (including a current prospectus) which has become
effective under the Act, or (ii) the Company's counsel, or other counsel
acceptable to the Company, shall have rendered an opinion satisfactory to the
Company to the effect that such shares may be issued without legend because the
original sale was pursuant to Regulation S or otherwise the shares may be freely
sold and thereafter publicly traded without registration under the Act. The
Company may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the Act.

4. Legend

In addition to any specific restrictive legends that may be required by
applicable securities laws, the Holder agrees that a restrictive legend in
substantially the following form may be placed on the certificates representing
the Warrant Shares unless the provisions of Section 3 dictate otherwise:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL
         NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "ACT"), IN RELIANCE UPON REGULATION S THEREUNDER, AND CANNOT BE OFFERED
         OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
         ANY U.S. PERSON, EXCEPT PURSUANT TO REGULATION S OR ANOTHER AVAILABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.


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The Holder understands and agrees that the Company may place, and may instruct
any transfer agent or depository for the Shares to place, a stop transfer
notation in the securities records in respect of the Shares.

5. Assignment or Loss of Warrant.

(a) The Holder of this Warrant, without obtaining the prior written consent of
the Company, shall not transfer or assign its interest in this Warrant, or any
of the Warrant Shares prior to exercise, in whole or in part to any transferee.

(b) Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of indemnification satisfactory to the Company, and upon surrender
and cancellation of this Warrant, if mutilated, the Company shall execute and
deliver a new Warrant of like tenor and date.

6. Reservation of Shares. The Company hereby agrees that at all times there
shall be reserved for issuance and delivery upon exercise or exchange of this
Warrant all shares of its Common Stock or other shares of capital stock of the
Company from time to time issuable upon exercise or exchange of this Warrant.
All such shares shall be duly authorized and, when issued upon the exercise or
exchange of the Warrant in accordance with the terms hereof, shall be validly
issued, fully paid and nonassessable, free and clear of all liens, security
interests, charges and other encumbrances or restrictions on sale (other than as
provided in the Company's articles of incorporation and any restrictions on sale
set forth herein or pursuant to applicable federal and state securities laws)
and free and clear of all preemptive rights.

7. Arbitration. In the event that a dispute arises between the Corporation and
the holder of this Warrant as to any matter relating to this Warrant, the matter
shall be settled by arbitration in San Diego, California in accordance with the
Rules of the American Arbitration Association and the award rendered by such
arbitrator(s) shall not be subject to appeal and may be entered in any federal
or state court located in Oklahoma having jurisdiction thereof, and actions or
proceedings shall be brought in no other forum or venue.

IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by
its duly authorized officers effective on this 29th day of February 1996.

                                            PATRIOT SCIENTIFIC CORPORATION



                                             BY ELWOOD G. NORRIS
                                                ----------------
                                                Its President



                                            BY ROBERT PUTNAM
                                               -------------
                                               Its Secretary


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                         PATRIOT SCIENTIFIC CORPORATION

                                  EXERCISE FORM


I or we hereby irrevocably elect to exercise the right of purchase represented
by this Warrant Certificate to purchase ______________ Common Shares of the
Company, and hereby make payment of $_______________ (number of shares purchased
multiplied by $1.58) payable to the order of PATRIOT SCIENTIFIC CORPORATION in
payment of the Exercise Price for such Common Shares, and request that
certificates for the Common Shares shall be issued in the name of:



                   __________________________________________

                   __________________________________________

                   __________________________________________

                         (please print name and address)

and, if such number of Common Shares shall not be all of the shares purchasable
hereunder, that a new Warrant Agreement of like tenor for the balance of the
remaining Common Shares purchasable hereunder be delivered to the undersigned at
the address stated below.

CERTIFICATION: I/We hereby certify that I am/we are not a "U.S. Person" as
defined in Regulation S of the U.S. Securities and Exchange Commission and that
I am/we are not exercising this Warrant to purchase shares for or on behalf of
any U.S. Person. I/We understand that the term "U.S. Person" includes, among
other persons, an individual resident of the United States, any corporation,
partnership or other entity organized under United States law, any agency or
branch of a corporation, partnership or other entity organized under the laws of
a country other than the United States which is located in the United States,
any trust or estate of which any trustee, adminstrator or executor is a U.S.
Person, and any account held for the benefit of a U.S. Person.

IMPORTANT: Every registered owner of this Certificate must sign it to exercise
Warrants. The signature or signatures must correspond with the name or names
written on the face of this Warrant Agreement in every particular, without
alteration, enlargement or any change whatever, unless it has been assigned by
in accordance with the Warrant Agreement.



__________________________________
Signature of Warrant Holder


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