** **

**FORM      10-Q**

| x                                                               | QUARTERLY                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES                EXCHANGE ACT OF 1934  |
|-----------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|
|                                                            |                                                                                                                             |
| For                the quarterly period ended November 30, 2006 |
| OR                                                              |
| o                                                               | TRANSITION                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES                EXCHANGE ACT OF 1934 |
|                                                            |                                                                                                                             |
|                                                            | For                the transition period from ___________ to                _______________                                      |
|                                                            |                                                                                                                             |
|                                                            | Commission                File Number 0-22182                                                                                    |

**PATRIOT      SCIENTIFIC CORPORATION**

| Delaware(State                or other jurisdiction ofincorporation                or organization) | 84-1070278(I.R.S.                Employer Identification No.) |
|-----------------------------------------------------------------------------------------------------|---------------------------------------------------------------|

| 6183                Paseo Del Norte, Suite 180, Carlsbad, California(Address                of principal executive offices) | 92011(Zip                Code) |
|----------------------------------------------------------------------------------------------------------------------------------|--------------------------------|

| Large                accelerated filer o | Accelerated                filer o | Non-accelerated                filer x |
|------------------------------------------|------------------------------------|----------------------------------------|

----

**INDEX**

|                                                                                                                                                            |  **Page**  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------|
| **PART                I. FINANCIAL INFORMATION**                                                                                                                     |                 |
| ITEM                1. Financial Statements                                                                                                                          |                 |
| Condensed                Consolidated Balance Sheets as of November 30, 2006 (unaudited) and                May                31, 2006                              | 3                    |
| Unaudited                Condensed Consolidated Statements of Operations for the three and                six                months ended November 30, 2006 and 2005 | 4                    |
| Unaudited                Condensed Consolidated Statements of Cash Flows for the six months                ended                November 30, 2006 and 2005           | 5                    |
| Notes                to Unaudited Condensed Consolidated Financial Statements                                                                                        | 6-24                 |
| ITEM                2. Management’s Discussion and Analysis of Financial Condition and Results                of Operations                                    | 25-33                |
| ITEM                3. Quantitative and Qualitative Disclosures About Market                Risk                                                                     | 33                   |
| ITEM                4. Controls and Procedures                                                                                                                       | 33                   |
|  **PART                II. OTHER INFORMATION**                                                                                                                  |                 |
| ITEM                1. Legal Proceedings                                                                                                                             | 35-36                |
| ITEM                1A. Risk Factors                                                                                                                                 | 36                   |
| ITEM                2. Unregistered Sales of Equity Securities and Use of                Proceeds                                                                    | 38                   |
| ITEM                3. Defaults Upon Senior Securities                                                                                                               | 39                   |
| ITEM                4. Submission of Matters to a Vote of Security Holders                                                                                           | 39                   |
| ITEM                5. Other Information                                                                                                                             | 39                   |
| ITEM                6. Exhibits                                                                                                                                      | 39-46                |
|                                                                                                                                                                 |                 |
| **SIGNATURES**                                                                                                                                                       |                 |

----

**PART      I- FINANCIAL INFORMATION**

**Item      1. Financial Statements**

**Patriot      Scientific Corporation**

**Condensed      Consolidated**
**Balance      Sheets**

|                                                                                                                                                                                                                     |   | November                30, 2006 |        | May                31, 2006 |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------|-------------|-----------------------------|--------|
| **ASSETS**                                                                                                                                                                                                               |   | (Unaudited)                      |        |                        |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |
| Current                Assets:                                                                                                                                                                                           |   |                             |        |                        |   |
| Cash                and cash equivalents                                                                                                                                                                                 |   | $                                | 11,718,031  |                        | $      | 3,984,240 |   |
| Restricted                cash and cash equivalents                                                                                                                                                                      |   |                             | 101,578     |                        |   | 100,320 |   |
| Marketable                securities and short term investments                                                                                                                                                          |   |                             | 3,652,830   |                        |   | 3,518,879 |   |
| Accounts                receivable                                                                                                                                                                                       |   |                             | 7,438       |                        |   | 4,113 |   |
| Prepaid                expenses and other current assets                                                                                                                                                                 |   |                             | 234,497     |                        |   | 407,418 |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |   |   |
| Total                current assets                                                                                                                                                                                      |   |                             | 15,714,374  |                        |   | 8,014,970 |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |   |   |
| **Property                and equipment, net**                                                                                                                                                                           |   |                             | 59,400      |                        |   | 64,006 |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |   |   |
| **Other                assets**                                                                                                                                                                                          |   |                             | 8,190       |                        |   | 8,190 |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |   |   |
| **Investment                in affiliated company**                                                                                                                                                                      |   |                             | 7,598,638   |                        |   | 3,952,914 |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |   |   |
| **Investment                in debt securities**                                                                                                                                                                         |   |                             | 350,000     |                        |   | — |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |   |   |
| **Patents                and trademarks**,                net of accumulated amortization of $595,665 and $584,387                                                                                                       |   |                             | 20,309      |                        |   | 31,587 |   |
|                                                                                                                                                                                                                     |   | $                                | 23,750,911  |                        | $      | 12,071,667 |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |   |   |
| **LIABILITIES                AND STOCKHOLDERS’ EQUITY**                                                                                                                                                            |   |                             |        |                        |   |   |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |   |   |
| Current                liabilities:                                                                                                                                                                                      |   |                             |        |                        |   |   |   |
| Accounts                payable                                                                                                                                                                                          |   | **$**                            | 328,287     |                        | **$**  | 695,323 |   |
| Accrued                liabilities and other                                                                                                                                                                             |   |                             | 131,254     |                        |   | 154,730 |   |
| Accrued                contingency fee payable                                                                                                                                                                           |   |                             | 6,354,063   |                        |   | 394,063 |   |
| Accrued                income taxes payable                                                                                                                                                                              |   |                             | 4,154,600   |                        |   | — |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |   |   |
| Total                current liabilities                                                                                                                                                                                 |   |                             | 10,968,204  |                        |   | 1,244,116 |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |   |   |
| Total                liabilities                                                                                                                                                                                         |   |                             | 10,968,204  |                        |   | 1,244,116 |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |   |   |
| **Commitments                and contingencies**                                                                                                                                                                    |   |                             |        |                        |   |   |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |   |   |
| **Stockholders’                equity:**                                                                                                                                                                           |   |                             |        |                        |   |   |   |
| Preferred                stock, $0.00001 par value; 5,000,000 shares authorized: none                outstanding                                                                                                         |   |                             | —     |                        |   | — |   |
| Common                stock, $0.00001 par value: 500,000,000 shares authorized: 389,197,145                shares issued and 384,322,318 shares outstanding and 366,199,765                shares issued and outstanding |   |                             | 3,892       |                        |   | 3,661 |   |
| Additional                paid-in capital                                                                                                                                                                                |   |                             | 71,423,026  |                        |   | 69,551,981 |   |
| Accumulated                deficit                                                                                                                                                                                       |   |                             | (54,619,816 | )                           |   | (58,728,091 | ) |
| Common                stock held in treasury, at cost - 4,874,827 shares and no shares                as                of November 30, 2006 and May 31, 2006, respectively                                              |   |                             | (4,024,395  | )                           |   | — |   |
| Total                stockholders’ equity                                                                                                                                                                          |   |                             | 12,782,707  |                        |   | 10,827,551 |   |
|                                                                                                                                                                                                                     |   |                             |        |                        |   |   |   |
|                                                                                                                                                                                                                     |   | $                                | 23,750,911  |                        | **$**  | 12,071,667 |   |

*See      accompanying notes to unaudited condensed consolidated financial      statements.*

----

**Patriot      Scientific Corporation**

**Condensed      Consolidated Statements of Operations**

**(Unaudited)**

|                                                                        |   | Three                Months Ended |        | Six                Months Ended                         |   |
|-----------------------------------------------------------------------------|--------|-----------------------------------|-------------|---------------------------------------------------------|--------|
|                                                                        |   | November                30, 2006  |        | November                30, 2005                        |   | November                30, 2006 |   | November                30, 2005 |   |
|                                                                        |   |                              |        | (As                restated, see                Note 2) |   |   |   | (As                restated, see                Note 2) |   |
| Revenues:                                                                   |   |                              |        |                                                    |   |   |   |   |   |
| Licenses                and royalties                                       |   | $                                 | —     |                                                    | $      | — |   | $ | — |   | $ | 10,000,000 |   |
| Other                                                                       |   |                              | 18,500      |                                                    |   | 10,202 |   |   | 44,875 |   |   | 20,272 |   |
|                                                                        |   |                              | 18,500      |                                                    |   | 10,202 |   |   | 44,875 |   |   | 10,020,272 |   |
|                                                                        |   |                              |        |                                                    |   |   |   |   |   |   |   |   |   |
| Operating                expenses:                                          |   |                              |        |                                                    |   |   |   |   |   |   |   |   |   |
| Research                and development                                     |   |                              | —     |                                                    |   | 109,553 |   |   | — |   |   | 198,260 |   |
| Selling,                general and administrative                          |   |                              | 1,736,422   |                                                    |   | 657,338 |   |   | 4,468,946 |   |   | 1,819,734 |   |
| Settlement                and license expense                               |   |                              | 6,300,000   |                                                    |   | — |   |   | 6,300,000 |   |   | 1,918,054 |   |
| Total                operating expenses                                     |   |                              | 8,036,422   |                                                    |   | 766,891 |   |   | 10,768,946 |   |   | 3,936,048 |   |
| Operating                income (loss)                                      |   |                              | (8,017,922  | )                                                       |   | (756,689 | ) |   | (10,724,071 | ) |   | 6,084,224 |   |
|                                                                        |   |                              |        |                                                    |   |   |   |   |   |   |   |   |   |
| Other                income (expense):                                      |   |                              |        |                                                    |   |   |   |   |   |   |   |   |   |
| Unrealized                loss on marketable securities                     |   |                              | —     |                                                    |   | (1,137 | ) |   | — |   |   | (1,137 | ) |
| Interest                and other income                                    |   |                              | 181,131     |                                                    |   | 59,758 |   |   | 307,898 |   |   | 93,648 |   |
| Loss                on sale of assets                                       |   |                              | —     |                                                    |   | — |   |   | (543 | ) |   | — |   |
| Interest                expense                                             |   |                              | —     |                                                    |   | (111,030 | ) |   | — |   |   | (313,514 | ) |
| Change                in fair value of warrant and derivative liabilities   |   |                              | —     |                                                    |   | 1,181,356 |   |   | — |   |   | 2,261,155 |   |
| Equity                in earnings (loss) of affiliated company              |   |                              | 6,674,793   |                                                    |   | (472,596 | ) |   | 18,744,991 |   |   | (720,165 | ) |
| Total                other income, net                                      |   |                              | 6,855,924   |                                                    |   | 656,351 |   |   | 19,052,346 |   |   | 1,319,987 |   |
|                                                                        |   |                              |        |                                                    |   |   |   |   |   |   |   |   |   |
| Income                (loss) before income taxes                            |   |                              | (1,161,998  | )                                                       |   | (100,338 | ) |   | 8,328,275 |   |   | 7,404,211 |   |
|                                                                        |   |                              |        |                                                    |   |   |   |   |   |   |   |   |   |
| Provision                for income taxes                                   |   |                              | 720,000     |                                                    |   | — |   |   | 4,220,000 |   |   | — |   |
|                                                                        |   |                              |        |                                                    |   |   |   |   |   |   |   |   |   |
| Net                Income (loss)                                            |   | $                                 | (1,881,998  | )                                                       | $      | (100,338 | ) | $ | 4,108,275 |   | $ | 7,404,211 |   |
|                                                                        |   |                              |        |                                                    |   |   |   |   |   |   |   |   |   |
| Basic                income (loss) per common share                         |   | $                                 | —     |                                                    | $      | — |   | $ | 0.01 |   | $ | 0.02 |   |
|                                                                        |   |                              |        |                                                    |   |   |   |   |   |   |   |   |   |
| Diluted                income (loss) per common share                       |   | $                                 | —     |                                                    | $      | — |   | $ | 0.01 |   | $ | 0.02 |   |
|                                                                        |   |                              |        |                                                    |   |   |   |   |   |   |   |   |   |
| Weighted                average number of common shares outstanding-basic   |   |                              | 378,817,682 |                                                    |   | 303,431,364 |   |   | 373,800,101 |   |   | 297,350,377 |   |
|                                                                        |   |                              |        |                                                    |   |   |   |   |   |   |   |   |   |
| Weighted                average number of common shares outstanding-diluted |   |                              | 378,817,682 |                                                    |   | 303,431,364 |   |   | 419,862,437 |   |   | 370,675,410 |   |

*See      accompanying notes to unaudited condensed consolidated financial      statements.*

----

**Patriot      Scientific Corporation**

**Condensed      Consolidated Statements of Cash Flows **

**(Unaudited)**

|                                                                                                                                 |   | **Six                months ended**  |        |
|--------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------|-------------|
|                                                                                                                                 |   | **November                30,****2006**   |        | **November                30,****2005** |   |
|                                                                                                                                 |   |                                      |        | (As                restated, see                Note 2) |   |
| **Operating                activities:**                                                                                             |   |                                      |        |   |   |
| Net                income                                                                                                            |   | $                                         | 4,108,275   |   | $ | 7,404,211 |   |
| Adjustments                to reconcile net income to net cash provided by (used in) operating                activities:            |   |                                      |        |   |   |   |   |
| Amortization                and depreciation                                                                                         |   |                                      | 21,288      |   |   | 29,240 |   |
| Non-cash                interest expense related to convertible debentures, notes payable                and                warrants |   |                                      | —     |   |   | 280,801 |   |
| Expense                related to extension of expiration date of stock options                                                      |   |                                      | 324         |   |   | 125,000 |   |
| Net                gain related to warrant re-pricing, reconveyance and                issuance                                      |   |                                      | —     |   |   | (538,208 | ) |
| Non                cash compensation relating to issuance and vesting of stock                options and vesting of warrants        |   |                                      | 1,773,102   |   |   | — |   |
| Accrued                interest income added to investments                                                                          |   |                                      | (1,258      | ) |   | (21,022 | ) |
| Equity                in (earnings) loss of affiliated company                                                                       |   |                                      | (18,744,991 | ) |   | 720,165 |   |
| Unrealized                loss on marketable securities                                                                              |   |                                      | —     |   |   | 1,137 |   |
| Loss                on disposal of fixed assets                                                                                      |   |                                      | 543         |   |   | — |   |
| Issuance                of stock                                                                                                     |   |                                      | —     |   |   | 81,250 |   |
| Change                in fair value of warrant and derivative liabilities                                                            |   |                                      | —     |   |   | (2,261,155 | ) |
| Changes                in operating assets and liabilities:                                                                          |   |                                      |        |   |   |   |   |
| Accounts                receivable                                                                                                   |   |                                      | (3,325      | ) |   | (2,625 | ) |
| Prepaid                and other assets                                                                                              |   |                                      | 172,921     |   |   | (97,537 | ) |
| Licenses                receivable                                                                                                   |   |                                      | —     |   |   | 1,500,000 |   |
| Accounts                payable and accrued expenses                                                                                 |   |                                      | (390,512    | ) |   | (181,462 | ) |
| Accrued                contested fee payable                                                                                         |   |                                      | 5,960,000   |   |   | — |   |
| Income                tax payable                                                                                                    |   |                                      | 4,154,600   |   |   | — |   |
| Net                cash provided by (used in) operating activities                                                                   |   |                                      | (2,949,033  | ) |   | 7,039,795 |   |
|                                                                                                                                 |   |                                      |        |   |   |   |   |
| **Investing                activities:**                                                                                             |   |                                      |        |   |   |   |   |
| Purchases                of marketable securities                                                                                    |   |                                      | (4,158,346  | ) |   | — |   |
| Proceeds                from sales of marketable securities                                                                          |   |                                      | 4,024,395   |   |   | 100,000 |   |
| Purchases                of property and equipment                                                                                   |   |                                      | (5,947      | ) |   | (16,040 | ) |
| Investment                in affiliated company                                                                                      |   |                                      | —     |   |   | (2,000,000 | ) |
| Investment                in debt securities                                                                                         |   |                                      | (350,000    | ) |   | — |   |
| Distributions                from affiliated company                                                                                 |   |                                      | 15,099,267  |   |   | — |   |
| Net                cash provided by (used in) investing activities                                                                   |   |                                      | 14,609,369  |   |   | (1,916,040 | ) |
|                                                                                                                                 |   |                                      |        |   |   |   |   |
| **Financing                activities:**                                                                                             |   |                                      |        |   |   |   |   |
| Payments                on capital lease obligations                                                                                 |   |                                      | —     |   |   | (2,306 | ) |
| Proceeds                from exercise of common stock warrants and options                                                           |   |                                      | 97,850      |   |   | 206,437 |   |
| Repurchase                of common stock for treasury                                                                               |   |                                      | (4,024,395  | ) |   | — |   |
| Net                cash provided by (used in) financing activities                                                                   |   |                                      | (3,926,545  | ) |   | 204,131 |   |
|                                                                                                                                 |   |                                      |        |   |   |   |   |
| **Net                increase in cash and cash equivalents**                                                                         |   |                                      | 7,733,791   |   |   | 5,327,886 |   |
| **Cash                and cash equivalents, beginning of period**                                                                    |   |                                      | 3,984,240   |   |   | 591,426 |   |
| **Cash                and cash equivalents, end of period**                                                                          |   | $                                         | 11,718,031  |   | $ | 5,919,312 |   |
|                                                                                                                                 |   |                                      |        |   |   |   |   |
| **Supplemental                Disclosure of Cash Flow Information:**                                                                 |   |                                      |        |   |   |   |   |
| Cash                payments for interest                                                                                            |   | $                                         | —     |   | $ | 2,637 |   |
| Cash                payments for income taxes                                                                                        |   | $                                         | 65,400      |   | $ | — |   |
|                                                                                                                                 |   |                                      |        |   |   |   |   |
| **Supplemental                Disclosure of Non-Cash Investing and Financing                Activities:**                            |   |                                      |        |   |   |   |   |
| Convertible                debentures, notes payable and accrued interest exchanged for                common stock                  |   | $                                         | —     |   | $ | 138,540 |   |
| Reclassification                of derivative liabilities associated with debt conversions and                warrant exercises      |   | $                                         | —     |   | $ | 1,690,705 |   |
| Cashless                exercise of warrants                                                                                         |   | $                                         | 225         |   | $ | 116 |   |

*See      accompanying notes to unaudited condensed consolidated financial      statements*

----

****Patriot        Scientific Corporation****

****Notes        to Unaudited Condensed Consolidated Financial        Statements****

**1.      Basis of Presentation and Summary of Significant Accounting      Policies**

**Reclassifications**

**Investment      in Affiliated Company**

**Derivative      Financial Instruments**

*Accounting      for Derivative Instruments and Hedging Activities*
*Accounting      for Derivative Financial Instruments Indexed to, and Potentially Settled in,      a      Company's Own Stock*

----

**Patriot        Scientific Corporation**

**Notes        to Unaudited Condensed Consolidated Financial        Statements**

**Derivative      Financial Instruments, continued**

| Estimated                dividends     | None                                |
|----------------------------------------|-------------------------------------|
|                                   |                                |
| Expected                volatility     | 101                - 229%           |
|                                   |                                |
| Risk-free                interest rate | 3.5                - 5.1%           |
|                                   |                                |
| Expected                term (years)   | 2                -                7 |

**Revenue      Recognition**

**Net      Income (Loss) Per Share**

*Earnings      Per Share*

----

**Patriot        Scientific Corporation**

**Notes        to Unaudited Condensed Consolidated Financial        Statements**

**Net      Income (Loss) Per Share, continued**

|                                                   |   | **Three                  Months Ended November 30, 2006**  |       |
|--------------------------------------------------------|--------|-----------------------------------------------------------------|------------|
|                                                   |   |  Numerator                  (Loss)                         |       | Denominator                  (Shares) |   | Per                  Share Amount |   |
| Basic                  EPS:                            |   |                                                       |       |   |   |   |   |
| Net                  loss                              |   | $                                                               | (1,881,998 | ) |   | 378,817,682 |   | $ | — |   |
| Diluted                  EPS:                          |   |                                                            |       |   |   |   |   |   |   |   |
| Effect                of dilutive securities:          |   |                                                            |       |   |   |   |   |   |   |   |
| Options                  and  warrants            |   |                                                            | —    |   |   | — |   |   |   |   |
| Loss                  available to common shareholders |   | $                                                               | (1,881,998 | ) |   | 378,817,682 |   | $ | — |   |

|                                                                     |   | **Three                Months Ended November 30, 2005****As                restated (See Note 2)**  |     |
|--------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------|----------|
|                                                                     |   |                                                                                                     |     |   |   |   |   |
|                                                                     |   |  Numerator                (Loss)                                                                    |     | Denominator                (Shares) |   | Per                Share Amount |   |
| Basic                EPS:                                                |   |                                                                                                |     |   |   |   |   |
| Net                loss                                                  |   | $                                                                                                        | (100,338 | ) |   | 303,431,364 |   | $ | — |   |
|                                                                     |   |                                                                                                     |     |   |   |   |   |   |   |   |
| Diluted                EPS:                                              |   |                                                                                                     |     |   |   |   |   |   |   |   |
| Effect                of  dilutive                 securities: |   |                                                                                                     |     |   |   |   |   |   |   |   |
| Options                and  warrants                                |   |                                                                                                     | —  |   |   | — |   |   |   |   |
|                                                                     |   |                                                                                                     |     |   |   |   |   |   |   |   |
| Loss                available to common shareholders                     |   | $                                                                                                        | (100,338 | ) |   | 303,431,364 |   | $ | — |   |
|                                                                     |   |                                                                                                     |     |   |   |   |   |   |   |   |

|                                                                     |   | **Six                Months Ended November 30, 2006**  |      |
|--------------------------------------------------------------------------|--------|-------------------------------------------------------------|-----------|
|                                                                     |   |  Numerator                (Income)                     |      | Denominator                (Shares) |   | Per                Share Amount |   |
| Basic                EPS:                                                |   |                                                   |      |   |   |   |   |
| Net                income                                                |   | $                                                           | 4,108,275 |   |   | 373,800,101 |   | $ | 0.01 |   |
|                                                                     |   |                                                        |      |   |   |   |   |   |   |   |
| Diluted                EPS:                                              |   |                                                        |      |   |   |   |   |   |   |   |
| Effect                of  dilutive                 securities: |   |                                                        |      |   |   |   |   |   |   |   |
| Options                and  warrants                                |   |                                                        | —   |   |   | 46,062,336 |   |   |   |   |
|                                                                     |   |                                                        |      |   |   |   |   |   |   |   |
| Income                available to common shareholders                   |   | $                                                           | 4,108,275 |   |   | 419,862,437 |   | $ | 0.01 |   |
|                                                                     |   |                                                        |      |   |   |   |   |   |   |   |

----

**Patriot      Scientific Corporation**

**Notes          to Unaudited Condensed Consolidated Financial          Statements**

**Net      Income (Loss) Per Share, continued**

|                                                   |   | **Six                Months Ended November 30, 2005****As                  restated (See Note 2)** |      |
|--------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------|-----------|
|                                                   |   |  Numerator                (Income)                                                            |      | Denominator                (Shares) |   | Per                Share Amount |   |
| Basic                EPS:                              |   |                                                                                          |      |   |   |   |   |
| Net                income                              |   | $                                                                                                  | 7,404,211 |   |   | 297,350,377 |   | $ | 0.02 |   |
|                                                   |   |                                                                                               |      |   |   |   |   |   |   |   |
| Diluted                EPS:                            |   |                                                                                               |      |   |   |   |   |   |   |   |
| Convertible                debentures interest         |   |                                                                                               | 30,077    |   |   |   |   |   |   |   |
| Effect                of dilutive securities:          |   |                                                                                               |      |   |   |   |   |   |   |   |
| Convertible                debentures                  |   |                                                                                               | —   |   |   | 11,189,455 |   |   |   |   |
| Options                and warrants                    |   |                                                                                               | —   |   |   | 62,135,578 |   |   |   |   |
|                                                   |   |                                                                                               |      |   |   |   |   |   |   |   |
| Income                available to common shareholders |   | $                                                                                                  | 7,434,288 |   |   | 370,675,410 |   | $ | 0.02 |   |
|                                                   |   |                                                                                               |      |   |   |   |   |   |   |   |

**Stock-Based      Compensation**

***Change      in Accounting Principle***

*Share-Based      Payment*
*Accounting      for Stock Issued to Employees*
*Share-Based      Payment*
*Accounting      for Stock Based Compensation.*

----

**Patriot      Scientific      Corporation**

**Notes          to Unaudited Condensed Consolidated Financial          Statements**

**Stock-Based      Compensation, continued**

***Summary      of Assumptions and Activity***

|                                                                                                                                   |   | **Three                Months Ended**               |     |  **Six                Months Ended**                 |   |
|----------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------|----------|-----------------------------------------------------------|--------|
|                                                                                                                                   |   | **November                30, 2005****(Unaudited)** |     |  **November                30, 2005****(Unaudited)** |   |
|                                                                                                                                   |   | (As                restated see Note 2)             |     |  (As                restated see Note 2)             |   |
|                                                                                                                                   |   |                                                |     |                                                 |   |
| Net                income (loss) - as reported                                                                                         |   | $                                                   | (100,338 | )                                                         | $      | 7,404,211 |   |
|                                                                                                                                   |   |                                                |     |                                                      |   |   |   |
| Add:                Share-based employee compensation included in                net income (loss), net of tax effects                 |   |                                                | —  |                                                      |   | — |   |
|                                                                                                                                   |   |                                                |     |                                                      |   |   |   |
| Deduct:                Share-based employee compensation expense determined under                fair value method, net of tax effects |   |                                                | —  |                                                      |   | 182,250 |   |
|                                                                                                                                   |   |                                                |     |                                                      |   |   |   |
| Net                income (loss) - pro forma                                                                                           |   | $                                                   | (100,338 | )                                                         | $      | 7,221,961 |   |
|                                                                                                                                   |   |                                                |     |                                                      |   |   |   |
| Net                income (loss) per common share - as reported                                                                        |   |                                                |     |                                                      |   |   |   |
| Basic                                                                                                                                  |   | $                                                   | —  |                                                      | $      | 0.02 |   |
| Diluted                                                                                                                                |   | $                                                   | —  |                                                      | $      | 0.02 |   |
|                                                                                                                                   |   |                                                |     |                                                      |   |   |   |
| Net                income (loss) per common share - proforma                                                                           |   |                                                |     |                                                      |   |   |   |
| Basic                                                                                                                                  |   | $                                                   | —  |                                                      | $      | 0.02 |   |
| Diluted                                                                                                                                |   | $                                                   | —  |                                                      | $      | 0.02 |   |

----

**Patriot      Scientific      Corporation**

**Notes          to Unaudited Condensed Consolidated Financial          Statements**

**Stock-Based      Compensation, continued**

|                                   |   | **Three                Months****Ended**               |    | **Six                Months Ended**                    |   | **Three                Months****Ended**               |   | **Six                Months Ended**                    |                       |
|----------------------------------------|--------|--------------------------------------------------------|---------|--------------------------------------------------------|--------|--------------------------------------------------------|--------|--------------------------------------------------------|----------------------------|
|                                   |   | **November                30,****2006****(Unaudited)** |    | **November                30,****2006****(Unaudited)** |   | **November                30,****2005****(Unaudited)** |   | **November                30,****2005****(Unaudited)** |                       |
|                                   |   |                                                   |    |                                                   |   |                                                   |   |                                                   |                       |
| Expected                term           |   |                                                   | 5       |                                                   | years  |                                                   |   | 5                                                      |                       | years |   |   | — |   | years |   |   | 5 |   | years |   |
| Expected                volatility     |   |                                                   | 156     |                                                   | %      |                                                   |   |                                                   | 156                        |   | % |   |   |   | — |   | % |   |   |   | 128 |   | % |   |   |
| Risk-free                interest rate |   |                                                   | 4.80    |                                                   | %      |                                                   |   |                                                   | 4.80                - 5.00 |   | % |   |   |   | — |   | % |   |   |   | 3.72 |   | % |   |   |
| Expected                dividends      |   |                                                   | — |                                                   |   |                                                   |   |                                                   | —                    |   |   |   |   |   | — |   |   |   |   |   | — |   |   |   |   |

|                                                       |   | **Shares** |      | **Weighted****Average****Exercise****Price** |   | **Weighted****Average****Remaining****Contractual****Term ****Years)** |   |  **Aggregate****Intrinsic****Value** |   |
|------------------------------------------------------------|--------|------------|-----------|----------------------------------------------|--------|-----------------------------------------------------------------------------|--------|-------------------------------------------|--------|
|                                                       |   |       |      |                                         |   |                                                                        |   |                                 |   |
| Options                outstanding at June 1, 2006         |   |       | 5,460,000 |                                         | $      | 0.34                                                                        |   |                                      |   |   |   |   |   |
| Options                granted                             |   |       | 1,730,000 |                                         | $      | 0.26                                                                        |   |                                      |   |   |   |   |   |
| Options                exercised                           |   |       | (265,000  | )                                            | $      | 0.10                                                                        |   |                                      |   |   |   |   |   |
| Options                forfeited                           |   |       | (500,000  | )                                            | $      | 0.09                                                                        |   |                                      |   |   |   |   |   |
|                                                       |   |       |      |                                         |   |                                                                        |   |                                      |   |   |   |   |   |
|  Options                outstanding November 30, 2006 |   |       | 6,425,000 |                                         | $      | 0.35                                                                        |   |                                      | 3.11   |   | $ | 1,997,650 |   |
|                                                       |   |       |      |                                         |   |                                                                        |   |                                      |   |   |   |   |   |
|  Options                exercisable November 30, 2006 |   |       | 6,415,000 |                                         | $      | 0.35                                                                        |   |                                      | 3.11   |   | $ | 1,997,650 |   |

----

**Patriot      Scientific      Corporation**

**Notes          to Unaudited Condensed Consolidated Financial          Statements**

**Stock-Based      Compensation, continued**

|                                                         |   | **Shares** |       | **Weighted****Average                Grant****Date                Fair****Value****Per                Share** |   |
|--------------------------------------------------------------|--------|------------|------------|---------------------------------------------------------------------------------------------------------------|--------|
|                                                         |   |       |       |                                                                                                          |   |
| Non-vested                stock options at June 1, 2006      |   |       | 345,000    |                                                                                                          | $      | 0.24 |   |
| Non-vested                stock options granted              |   |       | 1,730,000  |                                                                                                          | $      | 0.99 |   |
| Vested                stock options                          |   |       | (1,815,000 | )                                                                                                             | $      | 0.98 |   |
| Forfeited/cancelled                stock options             |   |       | (250,000   | )                                                                                                             | $      | 0.06 |   |
|                                                         |   |       |       |                                                                                                          |   |   |   |
| Non-vested                stock options at November 30, 2006 |   |       | 10,000     |                                                                                                          | $      | 0.71 |   |
|                                                         |   |       |       |                                                                                                          |   |   |   |

|                                                                                                                              |   |   | **Three                      Months**** Ended**  |   |   | **Six                      Months****Ended**   |   |
|-----------------------------------------------------------------------------------------------------------------------------------|--------|--------|------------------------------------------------------------|--------|--------|-----------------------------------------------------|--------|
|                                                                                                                              |   |   | **November                      30,****2006**         |   |   | **November                      30,****2006**  |   |
| Employee                    stock-based compensation expense included in:Selling,                      general and administrative |   | $      | 194,000                                                    |   | $      | 1,770,000                                           |   |
|                                                                                                                              |   |   |                                                       |   |   |                                                |   |
| Employee                      stock-based compensation expense related to employee stock                      options             |   | $      | 194,000                                                    |   | $      | 1,770,000                                           |   |

----

**Patriot          Scientific          Corporation**

**Notes              to Unaudited Condensed Consolidated Financial              Statements**

**Recent      Accounting Pronouncements**

*Accounting      for Uncertainty in Income Taxes - an interpretation of FASB Statement No.      109*
*Accounting      for Income Taxes*

**2.      Restatement of Previously Issued Financial Statements**

----

**Patriot        Scientific        Corporation**

**Notes            to Unaudited Condensed Consolidated Financial            Statements**

**Restatement      of Previously Issued Financial Statements, continued**

** **

|                                                              |   |   | Condensed                  Consolidated Statement of Operations  |   |
|-------------------------------------------------------------------|--------|--------|-----------------------------------------------------------------------|--------|
| Three                months ended November 30, 2005               |   |   | As                  Previously Reported                     |   |   | Adjustments  |   |   | As Restated  |   |
| Selling,                general and administrative expense        |   | $      | 1,623,692                                                             |   | $ | (966,354 | )  | $ | 657,338  |   |
| Total                  operating expense                          |   | $      | 1,733,245                                                             |   | $ | (966,354 | ) | $ | 766,891 |   |
| Operating                  loss                                   |   | $      | (1,723,043                                                            | )      | $ | 966,354 |   | $ | (756,689 | ) |
| Other                  income                                     |   | $      | 80,918                                                                |   | $ | (21,160 | ) | $ | 59,758 |   |
| Change                  in fair value of warrant and              |   |   |                                                                  |   |   |   |   |   |   |   |
| derivative                  liabilities                           |   | $      | —                                                               |   | $ | 1,181,356 |   | $ | 1,181,356 |   |
| Equity                  in loss of affiliated company             |   | $      | —                                                               |   | $ | (472,596 | ) | $ | (472,596 | )  |
| Total                  other income (expense)                     |   | $      | (31,249                                                               | )      | $ | 687,600 |   | $ | 656,351 |   |
| Loss                  before minority interest in income of       |   |   |                                                                  |   |   |   |   |   |   |   |
| consolidated                  entity and income taxes             |   | $      | (1,754,292                                                            | )      | $ | 1,653,954 |   | $ | (100,338 | ) |
| Minority                  interest in loss of consolidated entity |   | $      | 479,596                                                               |   | $ | (479,596 | ) | $ | — |   |
| Net                  loss                                         |   | $      | (1,274,696                                                            | )      | $ | 1,174,358 |   | $ | (100,338 | )  |
| LOSS                  PER COMMON SHARE:                           |   |   |                                                                  |   |   |   |   |   |   |   |
| Basic                                                             |   | $      | —                                                               |   | $ | — |   | $ | — |   |
| Diluted                                                           |   | $      | —                                                               |   | $ | — |   | $ | — |   |

|                                                              |   |   | Condensed                  Consolidated Statement of Operations  |   |
|-------------------------------------------------------------------|--------|--------|-----------------------------------------------------------------------|--------|
| Six                months ended November 30, 2005                 |   |   | As                  Previously Reported                          |   |   | Adjustments  |   |   | As                  Restated  |   |
| Selling,                general and administrative expense        |   | $      | 3,299,411                                                        |   | $ | (1,479,677  | ) | $ | 1,819,734  |   |
| Settlement                  and license expense                   |   | $      | 3,855,132                                                             |   | $ | (1,937,078 | ) | $ | 1,918,054 |   |
| Total                  operating expense                          |   | $      | 7,352,803                                                             |   | $ | (3,416,755 | ) | $ | 3,936,048 |   |
| Operating                  income                                 |   | $      | 2,667,469                                                             |   | $ | 3,416,755 |   | $ | 6,084,224 |   |
| Other                  income (expense)                           |   | $      | 134,375                                                               |   | $ | (40,727 | ) | $ | 93,648 |   |
| Change                  in fair value of warrant and              |   |   |                                                                  |   |   |   |   |   |   |   |
| derivative                  liabilities                           |   | $      | —                                                               |   | $ | 2,261,155 |   | $ | 2,261,155 |   |
| Equity                  in loss of affiliated company             |   | $      | —                                                               |   | $ | (720,165 | ) | $ | (720,165 | ) |
| Total                  other income (expense)                     |   | $      | (180,276                                                              | )      | $ | 1,500,263 |   | $ | 1,319,987 |   |
| Income                  before minority interest in income of     |   |   |                                                                  |   |   |   |   |   |   |   |
| consolidated                  entity and income taxes             |   | $      | 2,487,193                                                             |   | $ | 4,917,018 |   | $ | 7,404,211 |   |
| Minority                  interest in loss of consolidated entity |   | $      | 720,165                                                               |   | $ | (720,165 | ) | $ | — |   |
| Income                  before income taxes                       |   | $      | 3,207,358                                                             |   | $ | 4,196,853 |   | $ | 7,404,211 |   |
| Provision                  for income taxes                       |   | $      | (40,000                                                               | )      | $ | 40,000 |   | $ | — |   |
| Net                  income                                       |   | $      | 3,167,358                                                             |   | $ | 4,236,853 |   | $ | 7,404,211 |   |
| INCOME                  PER COMMON SHARE:                         |   |   |                                                                  |   |   |   |   |   |   |   |
| Basic                                                             |   | $      | 0.01                                                                  |   | $ | 0.01 |   | $ | 0.02 |   |
| Diluted                                                           |   | $      | 0.01                                                                  |   | $ | 0.01 |   | $ | 0.02 |   |

----

**Patriot        Scientific        Corporation**

**Notes            to Unaudited Condensed Consolidated Financial            Statements**

**Restatement      of Previously Issued Financial Statements, continued**

|                                                                     |   |   | Condensed                      Consolidated Statement of Cash Flows  |   |
|--------------------------------------------------------------------------|--------|--------|---------------------------------------------------------------------------|--------|
| Six                    months ended November 30, 2005                    |   |   | As                      Previously Reported                          |   |   | Adjustments  |   |   | As                      Restated  |   |
| Net                      income                                          |   | $      | 3,167,358                                                                 |   | $ | 4,236,853 |   | $ | 7,404,211 |   |
| Equity                      in loss of affiliated company                |   | $      | —                                                                   |   | $ | 720,165 |   | $ | 720,165 |   |
| Change                      in fair value of derivative liabilities      |   | $      | —                                                                   |   | $ | (2,261,155 | ) | $ | (2,261,155 | ) |
| Net                      gain related to warrant re-pricing,             |   |   |                                                                      |   |   |   |   |   |   |   |
| reconveyance                      and issuance                           |   | $      | —                                                                   |   | $ | (538,208 | ) | $ | (538,208 | ) |
| Issuance                      of stock, options and warrants             |   |   |                                                                      |   |   |   |   |   |   |   |
| for                      services and other                              |   | $      | 206,250                                                                   |   | $ | (125,000 | ) | $ | 81,250 |   |
| Expense                      related to extension of expiration date of  |   |   |                                                                      |   |   |   |   |   |   |   |
| stock                      options                                       |   | $      | —                                                                   |   | $ | 125,000 |   | $ | 125,000 |   |
| Non-cash                      interest expense related to warrant        |   |   |                                                                      |   |   |   |   |   |   |   |
| repricing                      and issuance                              |   | $      | 1,397,491                                                                 |   | $ | (1,397,491 | ) | $ | — |   |
| Loss                      in consolidated entity allocated to minority   |   |   |                                                                      |   |   |   |   |   |   |   |
| Interest                                                                 |   | $      | (720,165                                                                  | )      | $ | 720,165 |   | $ | — |   |
| Changes                      in accounts payable and accrued liabilities |   | $      | (193,321                                                                  | )      | $ | 11,859 |   | $ | (181,462 | ) |
| Net                      cash provided by operating activities           |   | $      | 5,599,465                                                                 |   | $ | 1,440,330 |   | $ | 7,039,795 |   |
| Investment                      in affiliated company                    |   | $      | —                                                                   |   | $ | (2,000,000 | ) | $ | (2,000,000 | ) |
| Net                      cash provided by (used in) investing activities |   | $      | 83,960                                                                    |   | $ | (2,000,000 | ) | $ | (1,916,040 | ) |
| Minority                      interest investment in consolidated entity |   | $      | 2,000,000                                                                 |   | $ | (2,000,000 | ) | $ | — |   |
| Net                      cash provided by financing activities           |   | $      | 2,204,131                                                                 |   | $ | (2,000,000 | ) | $ | 204,131 |   |
| Net                      increase in cash and cash equivalents           |   | $      | 7,887,556                                                                 |   | $ | (2,559,670 | ) | $ | 5,327,886 |   |
| Cash                      and cash equivalents, end of period            |   | $      | 8,478,982                                                                 |   | $ | (2,559,670 | ) | $ | 5,919,312 |   |

**3.      License Agreements**

----

**Patriot        Scientific        Corporation**

**Notes            to Unaudited Condensed Consolidated Financial Statements**

**4.      Investment in Debt Securities**

**5.      Investment in Affiliated Company/License Agreement**

----

**Patriot        Scientific        Corporation**

**Notes            to Unaudited Condensed Consolidated Financial            Statements**

**Investment      in Affiliated Company/License Agreement, continued**

----

**Patriot        Scientific        Corporation**

**Notes            to Unaudited Condensed Consolidated Financial            Statements**

| **Condensed              Balance Sheet**                                                        |   |   |       |
|-------------------------------------------------------------------------------------------------|--------|--------|------------|
| ASSETS:                                                                                         |   |   |       |
| Cash                                                                                            |   | $      | 7,731,427  |   |
| License                fees receivable                                                          |   |   | 8,850,000  |   |
| Prepaid                expenses                                                                 |   |   | 15,000     |   |
| Total                assets                                                                     |   | $      | 16,596,427 |   |
| **Investment                in Affiliated Company/License Agreement,                continued** |   |   |       |   |
|                                                                                            |   |   |       |   |
| LIABILITIES                AND MEMBERS’ EQUITY:                                           |   |   |       |   |
| Accounts                payable                                                                 |   | $      | 1,172,314  |   |
| Members’                equity                                                            |   |   | 15,424,113 |   |
| Total                liabilities and members’ equity                                      |   | $      | 16,596,427 |   |
|                                                                                            |   |   |       |   |
| **Condensed                Statement of Income**                                                |   |   |       |   |
|                                                                                            |   |   |       |   |
| Revenues                                                                                        |   | $      | 41,549,000 |   |
| Operating                expenses                                                               |   |   | 4,271,666  |   |
|                                                                                            |   |   |       |   |
| Operating                income                                                                 |   |   | 37,277,334 |   |
|                                                                                            |   |   |       |   |
| Interest                income                                                                  |   |   | 212,648    |   |
|                                                                                            |   |   |       |   |
| Net                income                                                                       |   | $      | 37,489,982 |   |

**6.      Convertible Debentures**

----

**Patriot        Scientific        Corporation**

**Notes            to Unaudited Condensed Consolidated Financial            Statements**

**Convertible      Debentures, continued**

|   |   |   |                                |   |   |            |   |   | Principal                        |   |   |                                   |   |   |                           |   |   | Shares                        |   |   |                             |   |
|--------|--------|--------|-------------------------------------|--------|--------|-----------------|--------|--------|---------------------------------------|--------|--------|----------------------------------------|--------|--------|--------------------------------|--------|--------|------------------------------------|--------|--------|----------------------------------|--------|
|   |   |   |                                |   |   |            |   |   |  Balance               |   |   |                                   |   |   | Effective                 |   |   | Converted                |   |   | Warrant                     |   |
|   |   |   | Dates                of   |   |   | Original   |   |   | at                May 31,   |   |   | Conversion                Prices  |   |   |  Registration   |   |   | May                31, as of  |   |   |  Shares           |   |
| Series |   |   | Issuance                       |   |   | Principal  |   |   | 2006                             |   |   | Initial                           |   |   | Reset                     |   |   | Date                          |   |   |                  2006  |   |   | Issued  |   |
|   |   |   |                                |   |   |            |   |   |                                  |   |   |                                   |   |   |                           |   |   |                               |   |   |                             |   |   |   |   |
| A      |   |   | 4/23/02-                            |   | $      | 1,000,000       |   | $      | —                               |   | $      | 0.08616-                               |   | $      | 0.04190-                       |   |   | 10/29/2002                         |   |   | 24,099,548                       |   |   | 12,859,175 |   |
|   |   |   | 6/10/02                             |   |   |            |   |   |                                  |   |   | 0.10289                                |   |   | 0.04457                        |   |   |                               |   |   |                             |   |   |   |   |
|   |   |   |                                |   |   |            |   |   |                                  |   |   |                                   |   |   |                           |   |   |                               |   |   |                             |   |   |   |   |
| B      |   |   | 8/23/02-                            |   |   | 605,000         |   |   | —                               |   |   | 0.05126-                               |   |   | 0.04381-                       |   |   | 3/7/2003                           |   |   | 14,777,350                       |   |   | 11,234,835 |   |
|        |   |   | 1/24/03                             |   |   |            |   |   |                                  |   |   | 0.0727                                 |   |   | 0.04722                        |   |   |                               |   |   |                             |   |   |   |   |
|   |   |   |                                |   |   |            |   |   |                                  |   |   |                                   |   |   |                           |   |   |                               |   |   |                             |   |   |   |   |
| C      |   |   | 3/24/02-                            |   |   | 510,000         |   |   | —                               |   |   | 0.041-                                 |   |   | 0.041-                         |   |   | 6/26/2003                          |   |   | 10,470,554                       |   |   | 9,377,943 |   |
|        |   |   | 6/9/03                              |   |   |            |   |   |                                  |   |   | 0.065                                  |   |   | 0.065                          |   |   |                               |   |   |                             |   |   |   |   |
|   |   |   |                                |   |   |            |   |   |                                  |   |   |                                   |   |   |                           |   |   |                               |   |   |                             |   |   |   |   |
| D      |   |   | 8/1/03-                             |   |   | 547,500         |   |   | —                               |   |   | 0.0172-                                |   |   | 0.0172-                        |   |   | 11/18/2003                         |   |   | 25,178,803                       |   |   | 22,455,355 |   |
|        |   |   | 10/21/03                            |   |   |            |   |   |                                  |   |   | 0.048                                  |   |   | 0.0477                         |   |   |                               |   |   |                             |   |   |   |   |
|   |   |   |                                |   |   |            |   |   |                                  |   |   |                                   |   |   |                           |   |   |                               |   |   |                             |   |   |   |   |
| E      |   |   | 12/1/03-                            |   |   | 1,527,500       |   |   | —                               |   |   | 0.0267-                                |   |   | 0.0267-                        |   |   | 6/7/2004                           |   |   | 46,794,618                       |   |   | 30,395,392 |   |
|        |   |   | 5/11/04                             |   |   |            |   |   |                                  |   |   | 0.10                                   |   |   | 0.10                           |   |   |                               |   |   |                             |   |   |   |   |
|   |   |   |                                |   |   |            |   |   |                                  |   |   |                                   |   |   |                           |   |   |                               |   |   |                             |   |   |   |   |
| F      |   |   | 3/23/04                             |   |   | 723,168         |   |   | —                               |   |   | 0.09                                   |   |   | 0.09                           |   |   | Not                Registered      |   |   | 20,877,430                       |   |   | 8,035,192 |   |
|   |   |   |                                |   |   |            |   |   |                                  |   |   |                                   |   |   |                           |   |   |                               |   |   |                             |   |   |   |   |
| G      |   |   | 9/28/04-                            |   |   | 232,500         |   |   | —                               |   |   | 0.016710-                              |   |   | 0.01670-                       |   |   | 5/22/2006                          |   |   | 8,267,358                        |   |   | 8,259,678 |   |
|        |   |   | 1/17/05                             |   |   |                 |   |   |                                  |   |   | 0.04                                   |   |   | 0.04                           |   |   |                               |   |   |                             |   |   |   |   |
|   |   |   |                                |   |   |            |   |   |                                  |   |   |                                   |   |   |                           |   |   |                               |   |   |                             |   |   |   |   |
| G      |   |   | 11/17/04-                           |   |   | 257,500         |   |   | —                               |   |   | 0.016710-                              |   |   | 0.01670-                       |   |   | Not                Registered      |   |   | 14,107,672                       |   |   | 13,431,137 |   |
|   |   |   | 11/18/04                            |   |   |            |   |   |                                  |   |   | 0.04                                   |   |   | 0.04                           |   |   |                               |   |   |                             |   |   |   |   |
|   |   |   |                                |   | $      | 5,403,168       |   |   | —                               |   |   |                                   |   |   |                           |   |   |                               |   |   | 164,573,333                      |   |   | 116,048,707 |   |

----

**Patriot        Scientific        Corporation**

**Notes            to Unaudited Condensed Consolidated Financial            Statements**

**7.      Stockholders’ Equity**

|                                                                        |   |   | Common                Stock |   |   | AdditionalPaid-in |   |   | Accumulated |   |   | Treasury    |   |
|-----------------------------------------------------------------------------|--------|--------|-----------------------------|--------|--------|-------------------|--------|--------|-------------|--------|--------|-------------|--------|
|                                                                        |   |   | Shares                      |   |   | Amounts           |   |   | Capital     |   |   | Deficit     |   |   | Stock |   |
| Balance                June 1, 2006                                         |   |   | 366,199,765                 |   | $      | 3,661             |   | $      | 69,551,981  |   | $      | (58,728,091 | )      | $ | — |   |
|                                                                        |   |   |                        |   |   |              |   |   |        |   |   |        |   |   |   |   |
| Exercise                of warrants and options at $0.02 to $0.40 per share |   |   | 537,500                     |   |   | 6                 |   |   | 97,844      |   |   | —     |   |   | — |   |
| Cashless                exercise of warrants                                |   |   | 22,459,880                  |   |   | 225               |   |   | (225        | )      |   | —     |   |   | — |   |
| Extension                of stock options previously issued to a consultant |   |   | —                     |   |   | —           |   |   | 324         |   |   | —     |   |   | — |   |
| Non-cash                compensation                                        |   |   | —                     |   |   | —           |   |   | 1,773,102   |   |   | —     |   |   | — |   |
| Repurchase                of common stock for treasury                      |   |   | —                     |   |   | —           |   |   | —     |   |   | —     |   |   | (4,024,395 | ) |
| Net                income                                                   |   |   | —                     |   |   | —           |   |   | —     |   |   | 4,108,275   |   |   | — |   |
| Balance                November 30, 2006                                    |   |   | 389,197,145                 |   | $      | 3,892             |   | $      | 71,423,026  |   | $      | (54,619,816 | )      | $ | (4,024,395 | ) |

***Stock      Options***
***and Warrant Activity***

----

**Patriot        Scientific        Corporation**

**Notes            to Unaudited Condensed Consolidated Financial            Statements**

**Stockholders’      Equity, continued**

**8.      Commitments and Contingencies **

***Litigation***

*Beatie      and Osborne, LLP v. Patriot Scientific Corporation*

----

**Patriot        Scientific        Corporation**

**Notes            to Unaudited Condensed Consolidated Financial            Statements**

*Patriot      Scientific Corporation v. Russell Fish*

*Lowell      Giffhorn Arbitration *

*Patent      Litigation*

***Profit      Sharing Plan***

----

**Patriot        Scientific        Corporation**

**Notes            to Unaudited Condensed Consolidated Financial            Statements**

**Commitments      and Contingencies, continued**

***401(k)      Plan***

***Employment      Contract***

** **

***Guarantees      and Indemnities***

**9.      Subsequent Events**

----

**Patriot        Scientific        Corporation**

**Notes            to Unaudited Condensed Consolidated Financial            Statements**

----

**Item      2. Management’s Discussion and Analysis of Financial Condition and Results of      Operations**

**Overview      **

*Accounting      For Derivative Instruments and Hedging Activities*
*Accounting      for Derivative Financial Instruments Indexed to, and Potentially Settled in,      a      Company's Own Stock*

----

**Critical      Accounting Policies and Estimates **

----

*Accounting      for Stock Based Compensation *
*Accounting      for Equity Instruments that are Issued to Other Than Employees for Acquiring,      or      in Conjunction with Selling, Goods and Services *

*Accounting      for Stock Issued to Employees *

*Share-Based      Payment*

----

*Accounting      For Derivative Instruments and Hedging Activities *
*Accounting      for Derivative Financial Instruments Indexed to, and Potentially Settled in,      a      Company's Own Stock *

----

**Results      of Operations **

*Comparison      of the Six Months Ended November 30, 2006 and Six Months Ended November 30,      2005.*

----

----

*Comparison      of the Three Months Ended November 30, 2006 and Three Months Ended November      30,      2005.*

----

**Liquidity      and Capital Resources**

----

|                ContractualCash                Obligations |   |   | Total                Amounts Committed  |   |   | Less                than 1Year  |   |   | 1-3Years  |   |
|----------------------------------------------------------------|--------|--------|----------------------------------------------|--------|--------|--------------------------------------|--------|--------|----------------|--------|
|                                                           |   |   |                                         |   |   |                                 |   |   |           |   |
| Operating                lease - facilities                    |   | $      | 216,975                                      |   | $      | 94,818                               |   | $      | 122,157        |   |

**Recent      Accounting Pronouncements **

*Share-Based      Payment*
*Accounting      for Stock-Based Compensation *

*Accounting      for Uncertainty in Income Taxes - an interpretation of FASB Statement No.      109*
*Accounting      for Income Taxes*

**Item      3. Quantitative and Qualitative Disclosures About Market      Risk**

N/A

**Item      4. Controls and Procedures**

***Evaluation      of Disclosure Controls and Procedures***

----

***Changes      in Internal Control over Financial Reporting***

----

**PART      II- OTHER INFORMATION **

**Item      1. Legal Proceedings **

*Beatie      and Osborne, LLP v. Patriot Scientific Corporation*

*Patriot      Scientific Corporation v. Russell Fish*

*Lowell      Giffhorn Arbitration *

----

*Patent      Litigation*

**Item      1A. Risk Factors**

**Patriot      Has Reported Substantial Revenue In 2006 Which May Not Be Indicative Of Our      Future Revenue Trends**

**Patriot      Is Dependent Upon A Joint Venture In Which It Is A Passive Partner For      Substantially All Of Its Revenues**

**Patriot’s      Limited Sales And Marketing      Capabilities Have Affected Our Revenue**

----

**Patriot      May Experience Difficulties In The Completion Of Its Development Stage      Products**

**Patriot      Is Currently Involved In Settling A Legal Dispute Which Could Impact Our Future      Results Of Operations And Working Capital Position**
** **

**A      Successful Challenge To The Proprietary Nature Of Our Intellectual Property      Would Have A Significant And Adverse Effect On Us**

**If      A      Large Number Of Patriot Shares Are Sold All At Once Or In Blocks, The Market      Price Of Our Shares Would Most      Likely      Decline**

----

**The      Market For Patriot’s Stock Is      Subject      To Rules Relating To Low-Priced Stock (“Penny Stock”) Which May Limit Our      Ability To Raise Capital**

**Our      Share Price Could Decline As A Result Of Short Sales**

**Our      Future Success Depends In Significant Part Upon The Continued Services Of Our      Key Senior Management**

**Item      2. Unregistered Sales of Equity Securities and Use of      Proceeds**

|                **Period**        |   |   | **Total                Number of****Shares                Purchased**  |   |   | **Average                Price**** Paid                per Share **  |   |   | **Total                Number****of                Shares****Purchased                as****Part                of****Publicly****Announced                Plans****or                Programs**  |   |
|---------------------------------------|--------|--------|-----------------------------------------------------------------------------|--------|--------|-------------------------------------------------------------------------------------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| June                1 - 30, 2006      |   |   | —                                                                     |   | $      | —                                                                             |   |   | —                                                                                                                                                                                                |   |
| July                1 - 31, 2006      |   |   | 2,075,003                                                                   |   | $      | 0.89                                                                                |   |   | 2,075,003                                                                                                                                                                                              |   |
| August                1 - 31, 2006    |   |   | —                                                                     |   | $      | —                                                                             |   |   | —                                                                                                                                                                                                |   |
| September                1 - 30, 2006 |   |   | 1,199,824                                                                   |   | $      | 0.78                                                                                |   |   | 1,199,824                                                                                                                                                                                              |   |
| October                1 - 31, 2006   |   |   | 1,000,000                                                                   |   | $      | 0.80                                                                                |   |   | 1,000,000                                                                                                                                                                                              |   |
| November                1 - 30, 2006  |   |   | 600,000                                                                     |   | $      | 0.75                                                                                |   |   | 600,000                                                                                                                                                                                                |   |
| Total                                 |   |   | 4,874,827                                                                   |   | $      | 0.83                                                                                |   |   | 4,874,827                                                                                                                                                                                              |   |

----

*Issuance      of Common Stock*

**Item      3. Defaults Upon Senior Securities**

**Item      4. Submission of Matters to a Vote of Security Holders**

**Item      5. Other Information**

**Item      6. Exhibits**

| **Exhibit No.** | **Document** |
|----------------------|--------------|

| 2.1    | Agreement                to Exchange Technology for Stock in Patriot Scientific Corporation,                incorporated by reference to Exhibit 2.1 to Form 8-K dated                August 10, 1989*                                                                                                         |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                     |
| 2.2    | Assets                Purchase Agreement and Plan of Reorganization dated June 22, 1994,                among the Company, nanoTronics Corporation and Helmut Falk, incorporated                by reference to Exhibit 10.4 to Form 8-K dated July 6,                1994*                               |
|   |                                                                                                                                                                                                                                                                                                                     |
| 2.2.1  | Amendment                to Development Agreement dated April 23, 1996 between the Company and                Sierra Systems, incorporated by reference to Exhibit 2.2.1 to                Pre-Effective Amendment No. 1 to Registration Statement on Form SB-2                filed April 29, 1996* |
|   |                                                                                                                                                                                                                                                                                                                     |
| 2.3    | Form                of Exchange Offer dated December 4, 1996 between the Company and                certain shareholders of Metacomp, Inc. incorporated by reference                to                Exhibit 2.3 to Form 8-K filed January 9,                1997*                                       |
|   |                                                                                                                                                                                                                                                                                                                     |
| 2.4    | Letter                of Transmittal to Accompany Shares of Common Stock of Metacomp, Inc.                Tendered Pursuant to the Exchange Offer Dated December 4, 1996                incorporated by reference to Exhibit 2.4 to Form 8-K filed                January 9, 1997*                        |
|   |                                                                                                                                                                                                                                                                                                                     |
| 3.1    | Original                Articles of incorporation of the Company’s predecessor, Patriot                Financial Corporation, incorporated by reference to Exhibit 3.1 to                registration statement on Form S-18, file no.                33-23143-FW*                                       |
|   |                                                                                                                                                                                                                                                                                                                     |

----

| **Exhibit No.** | **Document** |
|----------------------|--------------|

| 3.2    | Articles of                Amendment of Patriot Financial Corporation, as filed with the Colorado                Secretary of State on July 21, 1988, incorporated by reference to                Exhibit 3.2 to registration statement on Form S-18, File                No. 33-23143-FW*                                                                                                                                                                                                                                             |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3    | Certificate                of Incorporation of the Company, as filed with the Delaware Secretary                of                State on March 24, 1992, incorporated by reference to                Exhibit 3.3 to Form 8-K dated May 12, 1992*                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3.1  | Certificate                of Amendment to the Certificate of Incorporation of the Company,                as filed                with the Delaware Secretary of State on April 18, 1995, incorporated                by reference to Exhibit 3.3.1 to Form 10-KSB for the fiscal year                ended May 31, 1995*                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3.2  | Certificate                of Amendment to the Certificate of Incorporation of the Company,                as filed                with the Delaware Secretary of State on June 24,1997, incorporated by                reference to Exhibit 3.3.2 to Form 10-KSB for the fiscal year                ended May 31, 1997, filed July 18, 1997*                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3.3  | Certificate                of Amendment to the Certificate of Incorporation of the Company,                as filed with the Delaware Secretary of State on April 28, 2000,                incorporated by reference to Exhibit 3.3.3 to Registration Statement                on Form S-3 filed May 5, 2000*                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3.4  | Certificate                of Amendment to the Certificate of Incorporation of the Company,                as filed                with the Delaware Secretary of State on May 6, 2002, incorporated by                reference to Exhibit 3.3.4 to Registration Statement on Form S-3                filed June 27, 2002*                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3.5  | Certificate                of Amendment to the Certificate of Incorporation of the Company,                as filed                with the Delaware Secretary of State on October 16, 2003,                incorporated by reference to Exhibit 3.3.5 to Registration Statement                on Form SB-2 filed May 21, 2004*                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.4    | Articles and                Certificate of Merger of Patriot Financial Corporation into the Company                dated May 1, 1992, with Agreement and Plan of Merger attached thereto                as Exhibit A, incorporated by reference to Exhibit 3.4 to Form                8-K dated May 12, 1992*                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.5    | Certificate                of Merger issued by the Delaware Secretary of State on May 8, 1992,                incorporated by reference to Exhibit 3.5 to Form 8-K dated                May 12, 1992*                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Certificate                of Merger issued by the Colorado Secretary of State on May 12, 1992,                incorporated by reference to Exhibit 3.6 to Form 8-K dated                May 12, 1992*                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.7    | Bylaws                of the Company, incorporated by reference to Exhibit 3.7 to Form 8-K                dated May 12, 1992*                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.1    | Specimen                common stock certificate, incorporated by reference to Exhibit 4.1                Form 8-K dated May 12, 1992*                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.2    | Form                of Stock Purchase Warrant (Labway Corporation) dated February 29,                1996, exercisable to purchase 253,166 common shares at $1.58 per                share                until August 31, 1996, granted to investors in connection with an                offering of securities made in reliance upon Regulation S, incorporated                by                reference to Exhibit 4.2 to Form 10-QSB for fiscal quarter ended                February 29, 1996, filed March 15, 1996* |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.3    | Form                of 6% Convertible Subordinated Promissory Note due September 30, 1998                aggregating $1,500,000 to six investors incorporated by reference                to                Exhibit 4.3 to Form 10-QSB for fiscal quarter ended August 31,                1996, filed October 15, 1996*                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.4    | Form                of 5% Convertible Term Debenture (CC Investments, LDC) due June 2,                1999 aggregating $2,000,000 to two investors incorporated by reference                to                Exhibit 4.4 to Form 8-K dated June 16, 1997*                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

----

| **Exhibit No.** | **Document** |
|----------------------|--------------|

| 4.5    | Form                of Stock Purchase Warrant (CC Investments, LDC) dated June 2, 1997                exercisable to purchase an aggregate of 400,000 common shares at                $1.69125                per share until June 2, 2002, granted to two investors in connection                with the offering of securities in Exhibit 4.4 incorporated by                reference to Exhibit 4.5 to Form 8-K filed June 17,                1997*                                                                                      |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.6    | Registration                Rights Agreement dated June 2, 1997 by and among the Company and CC                Investments, LDC and the Matthew Fund, N.V. related to the registration                of                the common stock related to Exhibits 4.4 and 4.5 incorporated by                reference to Exhibit 4.6 to Form 8-K filed June 17,                1997*                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.7    | Form                of Warrant to Purchase Common Stock (Swartz Family Partnership, L.P.)                dated June 2, 1997 exercisable to purchase an aggregate of 211,733                common shares at $1.69125 per share until June 2, 2002, granted to a                group of investors in connection with the offering of securities                in                Exhibit 4.4 incorporated by reference to Exhibit 4.7 to Form 8-K                filed June 17, 1997*                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.8    | Registration                Rights Agreement dated June 2, 1997 by and among the Company and                Swartz Investments, LLC related to the registration of the common                stock                related to Exhibit 4.7 incorporated by reference to Exhibit 4.8                to Form 8-K filed June 17, 1997*                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.9    | Form                of 5% Convertible Term Debenture (CC Investments, LDC) due June 2,                1999 aggregating $1,000,000 to two investors incorporated by reference                to                Exhibit 4.9 to Form 10-KSB for the fiscal year ended May 31,                1998, filed August 19, 1998*                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.10   | Form                of Stock Purchase Warrant (CC Investments, LDC) dated November 24,                1997 exercisable to purchase an aggregate of 200,000 common shares                at                $1.50 per share until June 2, 2002, granted to two investors in                connection with the offering of securities described in Exhibit 4.9                incorporated by reference to Exhibit 4.10 to Form 10-KSB for the year                ended May 31, 1998, filed August 19, 1998*                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.11   | Form                of Warrant to Purchase Common Stock (Swartz Family Partnership, L.P.)                dated November 24, 1997 exercisable to purchase an aggregate of                105,867 common shares at $1.50 per share until June 2, 2002, granted                to a group of investors in connection with the offering of securities                described in Exhibit 4.9 incorporated by reference to                Exhibit 4.11 to Form 10-KSB for the year ended May 31, 1998,                filed August 19, 1998* |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.12   | Form                of Warrant to Purchase Common Stock (Investor Communications Group,                Inc.)                dated June 16, 1997 exercisable to purchase an aggregate of 130,000                common shares at prices ranging from $2.50 to $7.50 per share until                June 15, 1999 incorporated by reference to Exhibit 4.12 to Form                10-KSB for the year ended May 31, 1998, filed August 19,                1998*                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.13   | Warrant                to Purchase Common Stock issued to Spellcaster Telecommunications,                Inc.                dated April 28, 1998 exercisable to purchase an aggregate of 100,000                common shares at $1.25 per share until April 28, 2000 incorporated by                reference to Exhibit 4.13 to Form 10-KSB for the year ended                May 31, 1998, filed August 19, 1998*                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.14   | Investment                agreement dated February 24, 1999 by and between the Company and                Swartz Private Equity, LLC for a maximum aggregate amount of $5,000,000                incorporated by reference to Exhibit 4.14 to Form 10-QSB/A for the                fiscal quarter ended November 30, 1998, filed March 5,                1999*                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.15   | Registration                Rights Agreement dated February 24, 1999 by and between the Company                and Swartz Private Equity, LLC related to the registration of the                common                stock related to Exhibit 4.14 incorporated by reference to                Exhibit 4.15 to Form 10-QSB/A for the fiscal quarter ended                November 30, 1998, filed March 5, 1999*                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.16   | Form                of Warrant to Purchase Common Stock (Swartz Private Equity, LLC)                dated                February 24, 1999 exercisable to purchase common shares in connection                with the offering of securities in Exhibit 4.14 incorporated by                reference to Exhibit 4.16 to Form 10-QSB/A for the fiscal quarter                ended November 30, 1998, filed March 5, 1999*                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

----

| **Exhibit No.** | **Document** |
|----------------------|--------------|

| 4.17   | Amended                and Restated Investment Agreement dated July 12, 1999 by and between                the Company and Swartz Private Equity, LLC for a maximum aggregate                amount                of $5,000,000 incorporated by reference to Exhibit 4.17 to                Pre-Effective Amendment No. 2 to Registration Statement on Form SB-2                filed July 15, 1999*                                                                                                                                                                                     |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.18   | Investment                Agreement dated May 2, 2000 by and between the Company and Swartz                Private Equity, LLC for a maximum aggregate amount of $30,000,000                incorporated by reference to Exhibit 4.18 to Registration Statement                on Form S-3 filed May 5, 2000*                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.18.1 | Waiver                and Agreement dated September 24, 2001 amending the Investment                Agreement (1) dated May 2, 2000 by and between the Company and                Swartz Private Equity, LLC for a maximum aggregate amount of $30,000,000                incorporated by reference to Exhibit 4.18.1 to Registration Statement                on Form S-1 filed October 11, 2001*                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.19   | 2001                Stock Option Plan of the Company dated February 21, 2001 incorporated                by reference to Exhibit 4.19 to Registration Statement on Form S-8                filed March 26, 2001*                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.20   | Investment                agreement dated September 17, 2001 by and between the Company and                Swartz Private Equity, LLC for a maximum aggregate amount of $25,000,000                incorporated by reference to Exhibit 4.20 to Registration Statement                on Form S-1 filed October 11, 2001*                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.21   | Registration                Rights Agreement dated September 17, 2001 by and between the Company                and Swartz Private Equity, LLC related to the registration of the                common                stock related to Exhibit 4.20 incorporated by reference to                Exhibit 4.21 to Registration Statement on Form S-1 filed                October 11, 2001*                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.22   | Warrant                to Purchase Common Stock dated September 17, 2001 exercisable to                purchase common shares in connection with the Offering of securities                in                Exhibit 4.20 incorporated by reference to Exhibit 4.22 to                Registration Statement on Form S-1 filed October 11,                2001*                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.23   | Financial                Consulting Services Agreement between the Company and M. Blaine                Riley, Randall Letcavage and Rosemary Nguyen incorporated by reference                to                Exhibit 4.23 to Registration Statement on Form S-8 filed                January 22, 2002*                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.24   | Form                of 8% Convertible Debenture (Lincoln Ventures, LLC) due June 10, 2004                aggregating $1,000,000 to six investors incorporated by reference                to                Exhibit 4.24 to Registration Statement on Form S-3 filed                June 27, 2002*                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.25   | Form                of Stock Purchase Warrant (Lincoln Ventures, LLC) dated June 10, 2002                exercisable to purchase an aggregate of 12,859,175 common shares                at                initial exercise prices ranging from $0.08616 to $0.10289 per share                until                June 10, 2007, granted to six investors in connection with the                offering of securities described in Exhibit 4.24 incorporated by                reference to Exhibit 4.25 to Registration Statement on Form S-3 filed                June 27, 2002* |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.26   | Form                of Registration Rights Agreement (Lincoln Ventures, LLC) dated                June 10, 2002 by and among the Company and six investors related to                the registration of the common stock related to Exhibit 4.24                incorporated by reference to Exhibit 4.26 to Registration Statement                on Form S-3 filed June 27, 2002*                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.27   | 2003                Stock Option Plan of the Company dated July 2, 2003 incorporated by                reference to Exhibit 4.27 to Registration Statement on Form S-8 filed                September 4, 2003*                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.28   | Form                of 8% Convertible Debenture, Stock Purchase Warrant, Registration                Rights                Agreement and Securities Purchase Agreement for financings entered                into                between September 28, 2004 and January 17, 2005 incorporated by                reference to Exhibit 4.28 to Registration Statement on Form SB-2                filed February 2, 2005.*                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

| **Exhibit No.** | **Document** |
|----------------------|--------------|

| 4.29   | Approval                Rights Agreement and Termination of Antidilution Agreement and Addendum                to                Warrants dated October 10, 2006, incorporated by reference to                Exhibit 4.29 to Form 10-KSB for the fiscal year ended May 31,                2006*                                                                                                                            |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1   | 1992                Incentive Stock Option Plan of the Company, incorporated by reference                to                Exhibit 10.1 to Form 8-K dated May 12,                1992*                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.1 | Amendment                to 1992 Incentive Stock Option Plan dated January 11, 1995,                incorporated by reference to Exhibit 10.1.1 to Form S-8 filed                July 17, 1996*                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.2   | 1992                Non-Statutory Stock Option Plan of the Company, incorporated by reference                to Exhibit 10.2 to Form 8-K dated May 12,                1992*                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.2.1 | Amendment                to 1992 Non-Statutory Stock Option Plan dated January 11, 1995                incorporated by reference to Exhibit 10.2.1 to Form 10-KSB for fiscal                year ended May 31, 1996, filed August 16,                1996*                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.3   | Lease                Agreement between the Company’s subsidiary Metacomp, Inc. and Clar-O-Wood                Partnership, a California limited partnership dated April 11, 1991 as                amended November 11, 1992 and November 2, 1995 incorporated by                reference to Exhibit 10.3 to Form 10-KSB for fiscal year ended                May 31, 1997, filed July 18, 1997* |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.4   | Stock                Purchase Agreement dated November 29 and 30, 1995, between the                Company and SEA, Ltd., incorporated by reference to Exhibit 10.4 to                Form 8-K filed December 11, 1995*                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.4.1 | Letter                Amendment to Stock Purchase Agreement dated January 31, 1996, between                the Company and SEA, Ltd., incorporated by reference to                Exhibit 10.4.1 to Form 10-QSB for fiscal quarter ended                February 29, 1996, filed March 15, 1996*                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.5   | 1995                Employee Stock Compensation Plan of the Company, incorporated by                reference                to Exhibit 10.5 to Form 10-QSB for fiscal quarter ended                November 30, 1995, filed December 28, 1995*                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.6   | Letter                Stock and Warrant Agreement dated January 10, 1996 between the                Company and Robert E. Crawford, Jr., incorporated by reference to                Exhibit 10.6 to Form 10-QSB for fiscal quarter ended                February 29, 1996, filed March 15, 1996*                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.7   | Non-Exclusive                Manufacturing and Line of Credit Agreement dated February 28, 1996,                between the Company and Labway Corporation, incorporated by reference                to                Exhibit 10.7 to Form 10-QSB for fiscal quarter ended                February 29, 1996, filed March 15, 1996*                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.8   | Distribution                and Representation Agreement dated February 28, 1996, between the                Company and Innoware, Inc., incorporated by reference to Exhibit 10.8                to Form 10-QSB for fiscal quarter ended February 29, 1996, filed                March 15, 1996*                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.9   | Employment                Agreement dated November 20, 1995 between the Company and Elwood G.                Norris, incorporated by reference to Exhibit 10.9 to Registration                Statement on Form SB-2 filed March 18, 1996*                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.9.1 | First                Amendment to Employment Agreement dated May 17, 1996 between the                Company and Elwood G. Norris, incorporated by reference to                Exhibit 10.9.1 to Pre-Effective Amendment No. 2 to Registration                Statement on Form SB-2 filed May 23, 1996*                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.10  | Employment                Agreement dated November 20, 1995 between the Company and Robert                Putnam, incorporated by reference to Exhibit 10.10 to Registration                Statement on Form SB-2 filed March 18, 1996*                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.11  | Sales                Contractual Agreement dated March 19, 1996 between the Company and                Evolve Software, Inc., incorporated by reference to Exhibit 10.11 to                Pre-Effective Amendment No. 1 to Registration Statement on Form SB-2                filed April 29, 1996*                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |

----

| **Exhibit No.** | **Document** |
|----------------------|--------------|

| 10.11.1 | Two                Year Stock Purchase Warrant dated March 19, 1996 Granted to Evolve                Software, Inc. Providing for the Purchase of up to 50,000 Common                Shares at                $2.85, incorporated by reference to Exhibit 10.11.1 to Pre-Effective                Amendment No. 1 to Registration Statement on Form SB-2 filed                April 29, 1996* |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.12   | Employment                Agreement dated as of May 8, 1996 between the Company and                Michael A. Carenzo, including Schedule A - Stock Option                Agreement, incorporated by reference to Exhibit 10.12 to                Pre-Effective Amendment No. 2 to Registration Statement on                Form SB-2 filed May 23, 1996*                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.12.1 | First                Amendment to Employment Agreement dated as of May 8, 1996 between the                Company and Michael A. Carenzo dated September 23, 1996, incorporated                by reference to Exhibit 10.12.1 to Form 10-KSB for the fiscal                year ended May 31, 1997, filed July 18, 1997*                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.13   | 1996                Stock Option Plan of the Company dated March 25, 1996 and approved by                the Shareholders on May 17, 1996, incorporated by reference to                Exhibit 10.13 to Pre-Effective Amendment No. 2 to Registration                Statement on Form SB-2 filed May 23, 1996*                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.14   | Sales                Contractual Agreement dated June 20, 1996 between the Company and                Compunetics Incorporated incorporated by reference to Exhibit 10.14                to Form 10-KSB for fiscal year ended May 31, 1996, filed                August 16, 1996*                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.15   | Sales                Contractual Agreement dated July 31, 1996 between the Company and                Premier Technical Sales, Inc. incorporated by reference to                Exhibit 10.15 to Form  10-KSB for fiscal year ended May 31,                1996, filed August 16, 1996*                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.16   | Employment                Agreement dated January 1, 1997 between the Company and                Norman J. Dawson incorporated by reference to Exhibit 10.16 to                Form 10-KSB for fiscal year ended May 31, 1997, filed July 18,                1997*                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.17   | Employment                Agreement dated January 1, 1997 between the Company and                Jayanta K. Maitra incorporated by reference to Exhibit 10.17 to                Form 10-KSB for fiscal year ended May 31, 1997, filed                July 18, 1997*                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.18   | Technology                License and Distribution Agreement dated June 23, 1997 between the                Company and Sun Microsystems, Inc. incorporated by reference to                Exhibit 10.18 to Form 10-KSB for the fiscal year ended May 31,                1997, filed July 18, 1997*                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.19   | Employment                Agreement dated March 23, 1999 between the Company and James T.                Lunney incorporated by reference to Exhibit 10.19 to Form 10-KSB for                the fiscal year ended May 31, 1998, filed August 19,                1998*                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.20   | Employment                Agreement dated July 28, 1997 between the Company and Phillip                Morettini incorporated by reference to Exhibit 10.20 to                Form 10-KSB for the fiscal year ended May 31, 1998, filed                August 19, 1998*                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.21   | Employment                Agreement dated July 23, 1998 between the Company and Lowell W.                Giffhorn incorporated by reference to Exhibit 10.21 to                Form 10-KSB for the fiscal year ended May 31, 1998, filed                August 19, 1998*                                                                                                            |
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.22   | Secured                Promissory Note dated June 12, 2000 between the Company and                James T. Lunney incorporated by reference to Exhibit 10.22 to                Form 10-KSB for the fiscal year ended May 31, 2000, filed                August 29, 2000*                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.23   | Purchase                Agreement dated June 29, 2000 between the Company and 4S 37/38, LLC                incorporated by reference to Exhibit 10.23 to Form 10-KSB for the                fiscal year ended May 31, 2000*                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                              |

----

| **Exhibit No.** | **Document** |
|----------------------|--------------|

| 10.24  | Employment                Agreement dated October 2, 2000 between the Company and                Miklos B. Korodi incorporated by reference to Exhibit 10.24 to                Form 10-QSB for the fiscal quarter ended November 30, 2000, filed                January 12, 2001*        |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                              |
| 10.25  | Employment                Agreement dated December 1, 2000 between the Company and                Richard G. Blum incorporated by reference to Exhibit 10.25 to                Form 10-QSB for the fiscal quarter ended November 30, 2000, filed                January 12, 2001*        |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.26  | Employment                Agreement dated January 29, 2001 between the Company and Serge J.                Miller incorporated by reference to Exhibit 10.26 to Form 10-KSB                for the fiscal year ended May 31, 2001, filed August 29,                2001*                 |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.27  | Lease                Agreement dated February 23, 2001 between the Company and Arden                Realty Finance IV, LLC incorporated by reference to Exhibit 10.27 to                Form 10-KSB for the fiscal year ended May 31, 2001, filed                August 29, 2001*        |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.28  | Employment                Agreement dated January 1, 2001 between the Company and David H.                Pohl incorporated by reference to Exhibit 10.28 to Form 10-KSB                for the fiscal year ended May 31, 2001, filed August 29,                2001*               |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.29  | Employment                Agreement dated April 26, 2001 between the Company and David H.                Pohl incorporated by reference to Exhibit 10.29 to Form 10-KSB for                the fiscal year ended May 31, 2001, filed August 29,                2001*                     |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.30  | Employment                Agreement dated November 17, 2001 between the Company and                Lowell W. Giffhorn incorporated by reference to Exhibit 10.30 to                Registration Statement on Form S-3 filed June 27,                2002*                                |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.31  | Employment                Agreement dated December 20, 2001 between the Company and Jayanta                Maitra incorporated by reference to Exhibit 10.31 to Registration                Statement on Form S-3 filed June 27, 2002*                                                        |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.32  | Consulting                Agreement dated March 7, 2002 between the Company and SDMC, Inc.                incorporated by reference to Exhibit 10.32 to Registration Statement                on Form S-3 filed June 27, 2002*                                                                |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.33  | Employment                Agreement dated January 2, 2004 between the Company and Jayanta                Maitra incorporated by reference to Exhibit 10.33 to Registration                statement on Form SB-2 filed May 21, 2004*                                                          |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.34  | Consulting                Agreement dated March 18, 2004 between the Company and SDMC, Inc.                incorporated by reference to Exhibit 10.34 to Registration Statement                en Form SB-2 filed May 21, 2004*                                                               |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.35  | Employment                Agreement dated June 1, 2004 between the Company and Patrick Nunally                incorporated by reference to Exhibit 10.35 to Form 10-KSB for the                fiscal year ended May 31, 2004, filed August 19,                2004*                          |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.36  | Amendment                No. 1 to Employment Agreement dated July 12, 2004 between the                Company and Patrick Nunally incorporated by reference to                Exhibit 10.36 to Form 10-KSB for the fiscal year ended May 31,                2004, filed August 19, 2004* |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.37  | Employment                Agreement dated September 1, 2004 between the Company and Lowell W.                Giffhorn incorporated by reference to Exhibit 10.37 to Registration                Statement on Form SB-2 filed February 2, 2005*                                                     |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.38  | IGNITE                License Agreement with Advanced Micro Devices, Inc., dated                February 21, 2005, incorporated by reference to Exhibit 10.38 to                Form 10-KSB for the fiscal year ended May 31,                2006*                                                 |
|   |                                                                                                                                                                                                                                                                                                              |
| 10.39  | Patent                Portfolio License Agreement with Advanced Micro Devices, Inc., dated                February 21, 2005, incorporated by reference to Exhibit 10.39 to                Form 10-KSB for the fiscal year ended May 31,                2006*                                       |
|   |                                                                                                                                                                                                                                                                                                              |

----

| **Exhibit No.** | **Document** |
|----------------------|--------------|

| 10.40  | Master                Agreement, dated as of June 7, 2005, by and among the Company,                Technology Properties Limited Inc., a California corporation and                Charles                H. Moore, an individual, incorporated by reference to Exhibit 10.40                to Form 8-K filed June 15, 2005*                                                             |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.41  | Commercialization                Agreement dated as of June 7, 2005 by and among the JV LLC,                Technology Properties Limited Inc., a California corporation, and                the                Company, incorporated by reference to Exhibit 10.41 to Form 8-K filed                June 15, 2005*                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.42  | Limited                Liability Company Operating Agreement of JV LLC, a Delaware limited                liability company, dated as of June 7, 2005, incorporated by                reference to Exhibit 10.42 to Form 8-K filed June 15,                2005*                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.43  | Agreement                for Part-Time Employment dated August 3, 2005 between the Company and                Thomas J. Sweeney, incorporated by reference to Exhibit 99.3 to Form                8-K filed August 9, 2005*                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 14.1   | Code                of Ethics for Senior Financial Officers incorporated by reference                to                Exhibit 14.1 to Form 10-K for the fiscal year ended May 31,                2003, filed August 29, 2003*                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 31.1   | Certification                of David H. Pohl, CEO, pursuant to Section 302 of the Sarbanes-Oxley                Act of 2002**                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 31.2   | Certification                of Thomas J. Sweeney, CFO, pursuant to Section 302 of the                Sarbanes-Oxley Act of 2002**                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 32.1   | Certification                of David H. Pohl, CEO, pursuant to Section 906 of the Sarbanes-Oxley                Act of 2002**                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 32.2   | Certification                of Thomas J. Sweeney, CFO, pursuant to Section 906 of the                Sarbanes-Oxley Act of 2002**                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 99.1   | Form                of ISO Plan Option (Gaspar) dated May 29, 1992, incorporated by                reference to Exhibit 28.2 to registration statement on                Form SB-2, file no. 33-57858*                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 99.2   | Form                of NSO Plan Option (Berlin) dated May 29, 1992, incorporated by                reference to Exhibit 28.3 to registration statement on                Form SB-2, file no. 33-57858*                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 99.3   | Form                of Incentive Stock Option Agreement to the Company’s 1996 stock Option                Plan (individual agreements differ as to number of shares, dates,                prices                and vesting), incorporated by reference to Pre-Effective Amendment                No. 2 to Registration Statement on Form SB-2 filed May 23,                1996*        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 99.4   | Form                of Non-Qualified Stock Option Agreement to the Company’s 1996 Stock Option                Plan (individual agreement differ as to number of shares, date, prices                and                vesting), incorporated by reference to Pre-Effective Amendment No. 2                to Registration Statement on Form SB-2 filed May 23,                1996* |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 99.5   | Press                Release of the Company dated November 4, 1996 incorporated by                reference to Exhibit 99.5 to Form 8-K filed January 9,                1997*                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 99.6   | Form                of Incentive Stock Option Agreement to the Company’s 2001 Stock Option                Plan incorporated by reference to Exhibit 99.6 to Registration                Statement on Form S-8 filed March 26, 2001*                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 99.7   | Form                of Non-Qualified Stock Option Agreement to the Company’s 2001 Stock Option                Plan incorporated by reference to Exhibit 99.7 to Registration                Statement on Form S-8 filed March 26, 2001*                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 99.8   | Form                of Incentive Stock Option Agreement to the Company’s 2003 Stock Option                Plan incorporated by reference to Exhibit 99.8 to Registration                Statement on Form S-8 filed September 4, 2003*                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 99.9   | Form                of Non-Qualified Stock Option Agreement to the Company’s 2003 Stock Option                Plan incorporated by reference to Exhibit 99.9 to Registration                Statement on Form S-8 filed September 4,                2003*                                                                                                                            |

|  | * | Previously                filed in indicated registration statement or                report. |
|--|---|-----------------------------------------------------------------------------------------------|

|   | ** | Exhibit filed                herewith this Quarterly Report on Form 10-Q for the quarterly period                ended November 30, 2006. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------|

----

| DATED:                January 16, 2007 | PATRIOT                SCIENTIFIC CORPORATION /S/                DAVID H. POHL____________________________David                H. PohlChief                Executive Officer |
|---------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Signature                                                                                                | Title                                                                                                        | Date                                              |
|----------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------|---------------------------------------------------|
| /S/                DAVID H. POHL ______________________David                H. Pohl            |     President,                Chief Executive Officer,                and Director  | January                16, 2007              |
| /S/                THOMAS J. SWEENEY ______________________Thomas                J. Sweeney         |   Chief                Financial Officer and Principal                Accounting Officer      |   January                16, 2007  |
| /S/                CARLTON M. JOHNSON ______________________Carlton                M. Johnson  |   Director                                                                                    |   January                16, 2007  |
| /S/                GLORIA H. FELCYN ______________________Gloria                H. Felcyn      |   Director                                                                                    |   January                16, 2007  |
| /S/                HELMUT FALK, JR. ______________________Helmut                Falk, Jr.      |   Director                                                                                    |   January                16, 2007  |
| /S/                JAMES L. TURLEY ______________________James                L. Turley             |   Director                                                                                         |   January                16, 2007       |

----