EXHIBIT 10.2


                               PURCHASE AGREEMENT

         This Agreement is dated this 20th day of August,  1999 (the  "effective
date") by and between Patriot  Scientific  Corporation  ("Patriot"),  a Delaware
corporation, having a principal place of business located at 10989 Via Frontera,
San Diego,  California  92127 and ASI, a Nevada  Corporation  ("ASI"),  having a
principal  place of business  located at 980 American  Pacific  Drive,  No. 111,
Henderson, Nevada 89014.


                                    RECITALS

         WHEREAS,  Patriot has developed and patented certain gas plasma antenna
("GPA")  technology that utilizes  ionized gas in a vessel as an antenna to both
receive  and  transmit  radio  frequency  signals.  As  a  result  of  Patriot's
inventions it was awarded,  by assignment,  U.S.  Patent No.  5,594,456 for "Gas
Tube RF Antenna" issued on January 14, 1997.  Additionally,  Patriot has filed a
patent  application  serial no.  08/783,368  for  "Rugged  Gas Tube RF  Cellular
Antenna."

         WHEREAS,  this GPA technology is believed to have commercial  viability
in both  commercial  and  Department  of Defense  applications  but will require
further development, additional capital and research.

         WHEREAS,  Patriot desires to pursue other business ventures and desires
to sell and otherwise  assign all of its right,  title,  interest and benefit in
and to its GPA patents, related technology, equipment and all other intellectual
property  rights related  thereto,  as defined in paragraph 1 a) hereof,  to ASI
according to the terms and  conditions set forth below in order to allow further
development of this technology to be completed.

         WHEREAS,  ASI is a  holding  company  looking  for  new  technology  to
purchase  and  exploit  and ASI  desires to  purchase  Patriot's  GPA issued and
pending patents and related technology and equipment  according to the terms and
conditions below.


                                      TERMS

         Now, therefore, in consideration of the mutual promises described below
and other good and valuable  consideration,  the  sufficiency of which is hereby
acknowledged, the parties hereby agree to be legally bound as follows:

1. Definitions. For purposes of this Agreement, the following definitions apply:

         a) "Technology"  shall be defined as all right,  title,  interest,  and
benefit of Patriot and all powers and privileges of Patriot  (including to make,
have made, use, or sell under patent law; to copy, adapt,  distribute,  display,
and perform under copyright law; and to use and disclose under trade secret law)
in and to all proprietary rights  ("Proprietary  Rights") embodied in or related
to the GPA technology as of the Closing, defined as follows:



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                  (1)  All  United   States  and  foreign   patents  and  patent
applications,  including,  without  limitation,  the issued  patents  and patent
applications  listed on Exhibit A hereto,  patent  license rights and patentable
inventions,  any  continuation  or  continuation-in-part  of,  division  of,  or
substitution for any such applications, any United States patent issued thereon,
any reissue or reexamination application filed on any such United States patent,
any reissue patent or reexamined  patent issuing  thereon,  and any extension of
any such United States patent or reissue patent and any and all applications for
patent in any country foreign to the United States on any invention disclosed in
any of said  patents  or patent  applications  described  above and any  patents
granted thereon;

                  (2) All trade secrets,  know-how,  confidential or proprietary
information,  including,  without  limitation,  the confidential and proprietary
information  identified  in  Exhibit  B hereto,  shop  rights,  technical  data,
technology licenses, concepts, drawings, schematics,  prototypes,  improvements,
enhancements,   upgrades,  materials,  works  of  authorship,   derivative,  and
derivative works, mask works,  engineering  files,  system  documentation,  flow
charts,  computer software code and design specifications  acquired or developed
by  Patriot or any of its  affiliates  that are  embodied  or  incorporated  in,
derived from or in any way related to the  Proprietary  Rights or in  connection
with the development of the  programming,  inventions,  processes,  and apparati
entailed by the Proprietary Rights;

                  (3) The equipment identified in Exhibit C hereto;

                  (4) All trademarks,  service marks and trade names,  including
without limitation,  the trademark and trade name identified in Exhibit D hereto
(including,  in the case of  trademarks,  service  marks  and trade  names,  all
goodwill  appertaining  thereto),  moral  rights  (defined as any right to claim
authorship  of  a  work,  any  right  to  object  to  any  distortion  or  other
modification  of a work,  and any similar  right,  existing under the law of any
country in the world, or under any treaty), and copyrights;

                  (5)  All  market  research  and  information,  contact  lists,
marketing materials,  business plans, notes, documents and records pertaining in
any way to any of the  Proprietary  Rights and any  existing or future  products
incorporating any of the Proprietary  Rights or any item described in any of the
foregoing  paragraphs and any agreements with any other parties to contribute to
the further development of any of the Proprietary Rights; and

                  (6)  All  other   intellectual   property   rights  and  legal
protections  in every and all  countries and  jurisdictions  owned or claimed by
Patriot or any of its  affiliates  and  embodied in or are in any way related to
any of the Proprietary Rights.

         b) "Closing"  shall refer to the time and place at which this Agreement
and all related assignments will be executed by the parties.

         c) "Gross  Revenues  from Sale of Products"  shall include all revenues
actually  received  by ASI from  the sale of any  products  by ASI  wherein  the
Technology is all or a material portion of the product (as customarily agreed to
in such agreements) , but excluding  shipping charges,  quantity,  trade or cash
discounts,  taxes on the  production or sale the legal  incidence of which is

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on the purchaser of the product,  credits for returns and  commissions  to third
parties.  If  ASI  licenses  or  sublicenses  all  or  a  material  portion  (as
customarily  agreed to in such agreements) of the Technology to any third party,
"Gross  Revenues  from Sale of  Products"  shall be  calculated  as all revenues
actually  received by ASI from such license or sublicense.  "Gross Revenues from
Sale of Products"  shall not include any  payments or fees from any  development
contract  with a  governmental  authority  paid either to ASI or any third party
licensee,  except for amounts actually received in payment of products delivered
pursuant to such a development agreement.

         d) "Gross  Revenues from Sale of Technology"  shall include all amounts
actually  received by ASI from the  subsequent  sale or  assignment  of all or a
portion of the Technology to a third party,  but excluding sales taxes the legal
incidence  of  which  is on the  purchaser  and  brokers  or  finders  fees  and
commissions.

2. Assignment;  Technology Purchase Price. Patriot hereby agrees to sell, assign
and  transfer,  and at the Closing shall sell,  assign and  transfer,  to ASI in
perpetuity (or for the longest period of time otherwise permitted by law) all of
Patriot's  right,  title,  interest  and  benefit in and to the  Technology  and
Proprietary Rights. As full payment for such sale, assignment and transfer,  ASI
agrees to pay Patriot an amount  equal to Two  Hundred  Fifty  Thousand  Dollars
($250,000) (the  "Technology  Purchase Price") which the parties agree equals or
exceeds  the  fair  market  value  of  the  Technology  and  Proprietary  Rights
determined on the basis of arms-length  negotiations.  The  Technology  Purchase
Price shall be payable as follows:

         a) ASI has paid to Patriot, and Patriot hereby acknowledges receipt of,
the sum of Fifty Thousand Dollars ($50,000) (the "Down Payment").

         b) ASI agrees to pay the sum of fifty  thousand  dollars  ($50,000)  to
Patriot at the Closing of this Agreement.

         c) ASI agrees to pay the sum of one hundred and fifty thousand  dollars
($150,000) to Patriot within seven (7) days after the Closing of this Agreement.

         d) In the event  that the  Closing of this  Agreement  shall not occur,
Patriot  agrees to return any and all payments made to Patriot  pursuant to this
paragraph within five (5) days of written demand made by ASI.

         e) In the event that the  failure to close  this  Agreement  is not the
fault of ASI and should the payments to Patriot not be repaid to ASI within five
(5) days by Patriot after written  notice from ASI,  then this  Agreement  shall
nonetheless  constitute a grant by Patriot to ASI of an irrevocable,  perpetual,
worldwide  nonexclusive license to use, develop,  display,  reproduce,  improve,
modify,  make  derivative  works from and  sublicense all the Technology and all
Proprietary  Rights,  in  whole  or in part  (other  than  that  portion  of the
Technology  and  Proprietary  Rights  (i)  constituting   materials,   works  of
authorship,  derivatives and derivative  works referred to in paragraph 1 a) (2)
and (ii) defined in  paragraphs  1 a) (3),  (4) (5) and (6), in which case,  the
equipment identified on Exhibit C shall promptly be returned to Patriot), and to
make, have made, sell, market and distribute any products, either as stand-alone
products or embedded in other products (and to modify,  disassemble,  decompile,
or otherwise reverse engineer the Technology

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in order to do so),  incorporating,  in whole or in part, the Technology and all
Proprietary  Rights.  All  right,  title,  interest  and  benefit  in and to any
improvements,  modifications  or  derivative  works  of  the  Technology  or the
Proprietary  Rights made or  conceived  by or on behalf of ASI shall  remain the
sole and  exclusive  property  of ASI.  In the  event  that the  Technology  and
Proprietary Rights are licensed to ASI pursuant to this sub-paragraph,  then ASI
shall pay to Patriot a royalty equal to five percent (5%) of all Gross  Revenues
from Sale of  Products as defined in  paragraph  1(c)  actually  received by ASI
during the term of the issued patent listed on Exhibit A hereto.

3.  Royalty Payments.

         a)  Royalty Based on Gross Revenues from Sale of Products.

                  i) In addition to the Technology  Purchase Price  described in
paragraph  2, ASI agrees to pay to Patriot a royalty  equal to five percent (5%)
of Gross  Revenues  from Sale of  Products  as  defined in  paragraph  1(c) (the
"Royalty").  The parties agree that ASI's obligation to pay the Royalty based on
Gross Revenue from Sale of Products as provided in this subparagraph  shall only
exist  for a period of five (5) years  from the date of  Closing.  Additionally,
ASI's  obligation to pay a Royalty based on Gross Revenues from Sale of Products
will cease once the total  accumulated  Royalty paid to Patriot equals a maximum
total of two hundred fifty thousand dollars ($250,000).

         For example,  if ASI licenses all or a portion of the  Technology  to a
third  party  at a  royalty  rate of  seven  percent  (7%)  based on the sale of
products and said third party  licensee  generates $1 million  dollars in sales,
then ASI is  entitled to seven  percent  (7%) of $1  million,  or $70,000,  as a
royalty and ASI is  obligated  to pay Patriot a Royalty of five  percent (5%) of
$70,000 or an amount equal to $3,500.  If ASI had previously  paid to Patriot an
accumulated Royalty equal to $248,000,  then Patriot would be entitled to $2,000
with no additional Royalty due.

                  ii) The parties agree that in the event that ASI does not make
the final  installment  payment of $150,000  within seven (7) days of Closing as
required by paragraph  2(c),  then the parties agree that such failure shall not
be deemed to be of breach of this Agreement; provided, however, that the Royalty
as provided by this  paragraph  shall be  permanently  increased  by 1% for each
additional  period of seven (7) days that elapses  thereafter  that the $150,000
payment is not paid to a maximum of a 10%  Royalty  if the  $150,000  payment is
received  after the  thirty-fifth  (35th) day  following  the  expiration of the
initial seven day period after the Closing.

         For  example,  if the parties  close on the second day of a  particular
month and ASI does not pay the $150,000  installment  payment until the 17th day
of the month,  then the Royalty  provided in this  paragraph  shall be increased
from five percent (5%) to seven  percent (7%), as payment was not made until the
tenth (10th) day  following the  expiration  of the initial  seven  period.  The
$150,000  installment  payment shall be considered  paid on the day  immediately
available funds have been received by Patriot or an authorized representative.

         b) Royalty Based on Gross Revenues from Sale of Technology. In addition
to the

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Royalty  based on Gross  Revenues  from Sale of Product  described  in paragraph
3(a),  in the event that ASI sells or assigns the  Technology to any third party
within five (5) years from the date of closing, ASI agrees to pay to Patriot (i)
five percent (5%) of the total purchase  price actually  received by ASI or (ii)
the balance of the  $250,000  maximum  Royalty that  remains  unpaid,  whichever
amount is less. If the purchase price is paid in installments,  Patriot shall be
entitled to receive five percent (5%) of each installment payment within fifteen
(15) days after the end of the calendar  quarter  during which such  installment
payment is actually received ASI (regardless of whether such installment payment
is received after the end of the five (5) year period.

         For  example,  if three  years  after  closing  ASI has paid a total of
$240,000 to Patriot as a Royalty  based on Gross  Revenues  from Sale of Product
and ASI sells the  Technology  to a third party for  $500,000  payable over four
years,  Patriot is entitled to receive a payment  equal to $10,000  payable over
four years and within ten (10) days after receipt of the sale proceeds by ASI as
the balance of the $250,000 maximum  royalty.  If the purchase price is $100,000
payable  over the same four  years,  then  Patriot is entitled to $5,000 as five
percent (5%) of the total purchase price payable over four years.

         c) If the  $150,000  installment  payment  is not paid to Patriot on or
before the thirty-fifth  (35th) day following the close of the initial seven day
period,  then such failure shall not be deemed to be a breach of this Agreement;
provided,  however,  that the sale,  transfer and  assignment of the  Technology
shall be considered null and void. Under these circumstances,  the parties agree
that  Patriot  will be entitled to retain the Down Payment but will be obligated
to return the second  $50,000  installment  delivered  at Closing by ASI. In the
event that the sale,  transfer and  assignment of the Technology is voided under
the  circumstances  described in this  subparagraph,  then this Agreement  shall
constitute the grant by Patriot to ASI of a perpetual,  irrevocable,  worldwide,
nonexclusive  license of the Technology and the Proprietary  Rights on the terms
and subject to the limitations set forth in paragraph 2 e) hereof.

         d) Since there is an express possibility that this Agreement may become
a license,  rather than a sale,  transfer and assignment,  of the Technology and
Proprietary  Rights  between  Closing  and the end of the  thirty-five  (35) day
period, the parties agree that the assignments  assigning the various Technology
will not be recorded with the United  States  Patent and Trademark  Office until
the $150,000  installment  payment is made in accordance with this subparagraph.
To  facilitate  the recording of the  assignments  under these  conditions,  the
parties agree that the original  assignments  will remain in escrow with the law
form of Thorpe,  North & Western,  attention Vaughn North. Once Vaughn North has
been  notified  that the  $150,000  installment  payment has been made,  he will
promptly take the steps necessary to record the assignments with confirmation to
the parties.

         e) The parties agree that the Royalty contemplated herein shall be paid
within 15 days of the close of each calendar quarter based on the gross revenues
actually  received by ASI during that quarter.  With the payment of the Royalty,
ASI agrees to  provide a  statement  showing  the amount and source of the gross
revenue for the relevant quarter and a summary  illustrating how the Royalty was
calculated and the total Royalty paid to date.

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4.  Default.

         a) Once ASI has paid  the  Technology  Purchase  Price as  provided  in
paragraph  2,  Patriot  agrees  that it will have no claim  against  ASI for the
return of the Technology or the  Proprietary  Rights or in voiding or rescinding
this Agreement and the related assignments.

         b) In the event that ASI fails to pay the Royalty as  required  herein,
Patriot  agrees that its only remedy is to seek  monetary  damages  from ASI for
unpaid Royalties.

5.  Representations, Warranties and Covenants.

         a) Patriot hereby  represents and warrants to, and covenants  with, ASI
as follows:

                  (1) No  consents  (other  than  necessary  filings  in  patent
offices wherein Proprietary Rights have been registered or applications therefor
have been filed) of any other  parties are  necessary or  appropriate  under any
agreements  concerning any of the Technology or the Proprietary  Rights in order
for the transfer and assignment of any of the Technology and Proprietary  Rights
under this Agreement to be legally effective.

                  (2) Upon the Close of this Agreement,  Patriot shall have good
and  marketable  title to the Technology and the  Proprietary  Rights,  free and
clear  of  any  and  all  liens,  mortgages,  encumbrances,   pledges,  security
interests, or charges of any nature whatsoever (collectively,  "Liens") and upon
payment of the $150,000 installment payment as provided above, ASI shall receive
good and marketable title to the Technology and the Proprietary Rights, free and
clear of any and all Liens.

                  (3) To the best of  Patriot's  knowledge,  Patriot is the sole
owner of the entire right,  title and interest in and to the  Technology and the
Proprietary  Rights.  The Technology and the Proprietary  Rights are free of all
licenses, sublicenses, royalty or similar payment obligations, liens, mortgages,
encumbrances,  pledges, or security interests,  of any nature whatsoever and are
not subject to any outstanding injunction,  judgement, order, decree, ruling, or
charge.  Patriot has the right and authority to enter into this Agreement and to
grant the rights granted herein. No facts have come to Patriot's  attention that
would form a basis for the belief that the Technology or the Proprietary  Rights
or any rights  thereunder  owned by Patriot are  unenforceable or invalid and no
action, suit, proceeding, hearing,  investigation,  charge, complaint, claim, or
demand is pending or, to the best of Patriot's knowledge,  is threatened against
Patriot  that  challenges  the  legality,  validity,  enforceability,   use,  or
ownership of such items.  Patriot has not agreed to indemnify  any person for or
against any interference, infringement, misappropriation, or other conflict with
respect to such items. All material  information  affecting the patentability of
the  claims  of  the  Technology,  the  Proprietary  Rights  and  patent  rights
thereunder  known to Patriot has been  disclosed to the United States Patent and
Trademark Office and any other governing entity as relate to such rights.  There
have been no transfers, sales, assignments,  licenses or other conveyance of any
rights,  title  or  interest  in or to  such  items  and  none  are  pending  or
contemplated except as otherwise provided herein. The Technology and Proprietary
Rights

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represent all of the patents, patent applications,  rights or inventions created
or owned by Patriot that relate to the GPA technology.  To the best of Patriot's
knowledge,   the  Technology  and  the  Proprietary  Rights  and  the  processes
represented  by them will perform the  functions as set forth in the patents and
patent  applications listed in Exhibit A hereto and disclosed by Patriot to ASI,
and  Patriot  does not have  knowledge  of any matter  that would  prevent  such
performance. To the best of Patriot's knowledge,  Patriot has not, by any of its
acts or acts of its agents, put any of those rights into jeopardy..

                 (4)  Patriot   shall   provide  at   Closing   a   letter,   in
substantially  the form  attached  hereto as  Exhibit  E, from each of Dr.  Igor
Alexeff,  Ro Ogot,  Delmar Kinter and Elwood G. Norris indicating that they have
no ownership  claims in the  Technology  and that they agree to assign all prior
work product relating to the Technology and the Proprietary Rights to ASI.

                 (5)  All prior government work has been completed and there are
no obligations for further work, development, reporting or delivery of any items
or work product.

                 (6)  Although  ASI  intends  to expend  funds  to  develop  the
Technology and the  Proprietary  Rights,  Patriot  acknowledges  and agrees that
there is no  obligation  to do so should ASI  decide,  in its sole and  absolute
discretion,  that  it is not in its  business  interest.  Additionally,  Patriot
acknowledges  and agrees that the Technology and the Proprietary  Rights are not
presently   fully  developed  or  commercially   viable   Accordingly,   Patriot
acknowledges that there is no assurance of any future Royalties.

                 (7)  Patriot  acknowledges  that ASI  shall be free to develop,
abandon,  transfer,  sell, license or otherwise deal with the Technology without
consent or claim by Patriot other than as other wise provided in this Agreement.

         b) ASI acknowledges and agrees that it is buying the Technology and the
Proprietary  Rights as is with no assurance of future revenues relating from the
Technology or the Proprietary Rights.

6.  Indemnification.

         a) Patriot shall indemnify,  defend,  and hold harmless ASI against and
in respect of any and all claims, demands, losses, costs, expenses, obligations,
liabilities,   damages,   recoveries,  and  deficiencies,   including  interest,
penalties,  and reasonable attorneys' fees, that ASI shall incur or suffer, that
arise,  result  from,  or  relate to any (i) claim  that the  Technology  or the
Proprietary   Rights  as  sold,   transferred   and   assigned  by  Patriot  (as
distinguished  from  technologies or inventions  originating  with ASI after the
Closing ) infringes or misappropriates  the intellectual  property rights of any
third  party or (ii) any breach of, or  failure  by Patriot to  perform,  any of
their representations, warranties, covenants, or agreements in this Agreement or
in any schedule,  certificate,  exhibit, or other instrument  furnished or to be
furnished by Patriot under this Agreement.  Notwithstanding  the foregoing,  the
indemnification  obligations  of Patriot  with  respect to matters  described in
clause  (i)  above  shall be  limited  in  dollar  amount  to the  amount of the
Technology Purchase Price and any Royalties paid or accrued by ASI to Patriot.

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         b) ASI shall  promptly  notify  Patriot of the  existence of any claim,
demand,  or other matter to which Patriot's  indemnification  obligations  would
apply, and shall give it a reasonable  opportunity to defend the same at its own
expense and with counsel of its own  selection;  provided  that ASI shall at all
times  also  have the  right  to fully  participate  in the  defense  at its own
expense.  If Patriot shall,  within a reasonable time after this notice, fail to
defend,  ASI shall have the right,  but not the  obligation,  to  undertake  the
defense  of,  and  to  compromise  or  settle  (exercising  reasonable  business
judgment),  the claim or other  matter on behalf,  for the  account,  and at the
risk,  of  Patriot.  If the claim is one that  cannot by its nature be  defended
solely by  Patriot  (including,  without  limitation,  any  federal or state tax
proceeding),  then ASI shall make available all  information and assistance that
Patriot may reasonably request.

7.  Miscellaneous Terms.

         a) Patriot shall execute and deliver,  from time to time after the date
hereof upon the request of ASI, such further  conveyance  instruments,  and take
such further  actions,  as may be necessary or desirable to evidence  more fully
the conveyance of interest in and to all the Technology and  Proprietary  Rights
to  ASI,  on the  part of the  ASI,  to the  fullest  extent  possible.  Patriot
therefore agrees to:

                  (1)  Execute,  acknowledge,  and  deliver  any  affidavits  or
documents  of  assignment  and  conveyance   regarding  the  Technology  or  the
Proprietary Rights;

                  (2)  Provide  testimony  in  connection  with  any  proceeding
affecting  the  right,  title,  interest,  or  benefit  of  the  ASI  and to the
Technology or the Proprietary Rights; and

                  (3) Perform any other acts deemed  necessary  to carry out the
intent of this Agreement.

         b) In furtherance  of, but subject to the terms and conditions of, this
Agreement,  Patriot hereby  acknowledges  that, from and after the Closing,  ASI
will have acquired all of Patriot's right, title, and standing to:

                  (1)  Receive  all  rights  and  benefits   pertaining  to  the
Technology and the Proprietary Rights as the sole owner thereof;

                  (2) Institute and prosecute all suits and proceedings and take
all actions that ASI, in its sole  discretion,  may deem  necessary or proper to
collect,  assert, or enforce any claim, right or title of any kind in and to any
and all of the Technology and Proprietary Rights;

                  (3) Defend and compromise any and all such actions,  suits, or
proceedings relating to such transferred and assigned rights,  title,  interest,
and benefits,  and do all other such acts and things in relation  thereto as the
ASI, in its sole discretion, deems advisable; and

                  (4) To sell,  assign,  transfer,  modify,  further develop and
license such rights and receive royalties and other payment for such rights.

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         c) The parties  agree that Patriot  shall pay all costs and fees (legal
and  otherwise)  necessary to maintain or prosecute  the patents  identified  in
Exhibit A through  Closing.  After Closing,  the parties agree that ASI will pay
all such costs and fees thereafter.

         d) Patriot  agrees that ASI may retain the  services of the law firm of
Thorpe,  North &Western,  including  specifically  Vaughn North, to act as ASI's
patent  counsel  subsequent to the Closing of this Agreement and as such Patriot
hereby  waives any  potential  conflict of interest that may exist now or in the
future.

         e) Patriot agrees to assist ASI during a Transition Period of up to one
year from the date of the Closing. As part of this paragraph,  Patriot agrees to
provide up to 120 hours of Mr.  Ogot's  time and up to 40 hours of Mr.  Lunney's
time without any additional consideration during the one year Transition Period.
Patriot also agrees to make other Patriot employees  reasonably available to ASI
during the one year  Transition  Period  following  Closing at a consulting rate
equal to 140% of the  gross  hourly  rate  paid by  Patriot  to that  particular
employee  unless  another rate is agreed to by the  parties.  ASI agrees that it
will request any work under this paragraph in writing. Patriot agrees to provide
an accounting to ASI weekly of the amount of work performed by Patriot employees
and the amount of consulting fees, if any, that may be due.

         f) ASI has no current  intent to offer  employment  to Mr.  Ogot or any
other Patriot  employee.  ASI agrees that it is barred from hiring or attempting
to hire Mr. Ogot or any other Patriot employee for a period of one year from the
date of the Closing.

         g)  Patriot  agrees to use its best  efforts to obtain on or before the
Closing a letter from Mr.  Norris,  Mr.  Kitner and Dr.  Alexeff,  individually,
indicating to ASI that they are willing to work with ASI as  consultants  in the
future  under  their  typical  consulting  fee  arrangement  to  assist  ASI  in
developing the Technology and the Proprietary Rights.

         h) ASI is purchasing the Technology  and the  Proprietary  Rights after
being  solicited by Patriot in part to provide  funding to Patriot.  The parties
agree that the Technology and the Proprietary  Rights is not fully developed nor
commercially  viable at the  present  time and due to the fact that  Patriot has
devoted limited resources to the project to determine its ultimate  feasibility.
As a  material  condition  to this  Agreement,  Patriot  agrees  to use its best
efforts  to cause Mr.  Norris  to  provide  his best  efforts  to assist  ASI in
extending  the patents and any patents  issued from the  applications  listed on
Exhibit A into certain new areas and assist in  developing  the  Technology  and
Proprietary Rights on behalf of ASI.Additionally, Patriot will also use its best
efforts to convince Mr.  Norris to commit to providing  time to the  development
and promotion of the Technology.

         i) Patriot  acknowledges  that the GPA technology may be used in ground
penetrating radar (GPR)  applications.  In the event that ASI desires to utilize
the GPA technology in GPR applications, ASI is permitted to do so as long as ASI
does not use Patriot's patented GPR technology. In the event that ASI desires to
utilize  Patriot's  patented  GPR  technology,  Patriot  agrees to enter  into a
non-exclusive  license agreement with ASI at some future date on terms customary
in the industry.

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<PAGE>


         j) Patriot and ASI agree that each party shall be responsible for their
own  legal  and  other  fees  and  costs  relating  to the  preparation  of this
Agreement.  Each party  represents and warrants it has been represented by legal
counsel and that there is no finder or broker involved in this transaction.

         k) This Agreement  constitutes the entire agreement between the parties
with respect to the subject  matter  hereof,  and shall  supersede  all previous
communications,  representations, understandings and agreements, whether oral or
written.  This  Agreement  may not be  changed or  modified  except by a written
agreement  signed by both  parties.  This  Agreement  shall be  governed  by and
construed in accordance with the laws of the State of California.  Any action or
suit  related to this  Agreement  shall be brought  exclusively  in the state or
federal  courts  in  California.  In case  any  one or  more  of the  provisions
contained in this Agreement or any application thereof shall be invalid, illegal
or unenforceable in any respect,  the validity,  legality and  enforceability of
the remaining  provisions  contained herein and other applications thereof shall
not in any way be affected or impaired  thereby,  and such  invalidity  shall be
construed and limited as narrowly as practicable.

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first written above.

Purchaser:                                      Seller:

ASI                                             Patriot Scientific Corporation

By: /s/ JERRY E. POLIS                          By: /s/ JAMES T. LUNNEY
    ---------------------------------               ----------------------------

Name: Jerry E. Polis                            Name: James T. Lunney
      -------------------------------                 --------------------------

Title: President                                Title: President & CEO
       -------------------------------                 -------------------------


By:                                             By: /s/ LOWELL W. GIFFHORN
   -----------------------------------              ----------------------------

Name:                                           Name: Lowell W. Giffhorn
     ---------------------------------                --------------------------

Title:                                          Title: CFO
      --------------------------------                 -------------------------

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