PATRIOT SCIENTIFIC CORP (Form: 8-K, Received: 08/11/2008 06:01:55)

4.25 Product Warranty . To the Knowledge of Crossflo, within the three years prior to the date hereof: (a) each product sold or delivered by Crossflo has been in material conformity with any applicable express and implied warranties, (b) Crossflo has no current liability for damages in connection with any such warranty (and there is no basis for any present or future Action against it that may reasonably be likely to lead to any liability) and (c) no product sold or delivered by Crossflo is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale given by Crossflo, if any, or as required by Applicable Law.

4.26 Data Protection Matters .

(a) Crossflo has not received written notice of any existing or pending, and to the Knowledge of Crossflo there is no threatened, Action against Crossflo by or before any court or Governmental Authority under any Data Protection Law. Crossflo has never instituted a policy with respect to, or taken steps to comply with or protect Personal Data as required under, any Data Protection Law.

(b) As used in this Agreement, the term “Data Protection Laws” means all federal, state, local or foreign laws, statutes, orders, rules, regulations, policies or guidelines, or judgments, decisions or orders entered by any Governmental Authority, relating to Personal Data.

(c) As used in this Agreement, the term “Personal Data” means any and all information that Crossflo maintains or otherwise processes that relates to an identified or identifiable natural person, including employees, stockholders, customers, customers of customers, vendors, contractors, and other business partners of Crossflo, and any employees of or contractors to any of the foregoing.

4.27 Foreign Corrupt Practices Act.

(a) Crossflo has not, to secure any improper advantage in order to obtain or retain business, directly or to the Knowledge of Crossflo indirectly offered, paid, given, or promised to pay, or authorized the payment of, any money, offer, gift, or other thing of value, to:

(i) an officer or employee of any Governmental Authority, or any person acting in an official capacity for or on behalf of any Governmental Authority;

(ii) any political party or official thereof;

(iii) any candidate for political or political party office; or

(iv) any other individual or entity;

while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, or promised, directly or to the Knowledge of Crossflo indirectly, to any person or entity listed in clauses (i) - (iii) above.

(b) Crossflo maintains a system of internal accounting controls adequate to insure that it maintains no off-the-books accounts and that its assets are used only in accordance with its management’s directives.

(c) No product sold or service provided by Crossflo has been directly, or to the Knowledge of Crossflo indirectly, sold to or performed on behalf of Cuba, Iraq, Iran, Libya, North Korea, or Sudan.

4.28 Disclosure . The representations and warranties contained in this Article IV, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations and warranties, in light of the circumstances under which they were made, not misleading.

ARTICLE V

COVENANTS OF THE PARTIES

5.1 Mutual Covenants .

(a) Reasonable Efforts .

(i) Each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including (A) the obtaining of all other necessary actions or nonactions, waivers, consents, licenses, permits, authorizations, orders and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), (B) the obtaining of all consents, approvals or waivers from third parties set forth in Schedule 6.3(e) attached hereto, and (C) the execution and delivery of any additional instruments necessary to consummate the transaction contemplated by this Agreement.

(ii) Notwithstanding anything to the contrary in this Agreement, (A) neither Patriot nor any of its subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Patriot combined with the Surviving Corporation after the Effective Time, (B) prior to the Effective Time, Crossflo shall not be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Crossflo, and (C) neither party shall be required to waive any of the conditions to the Merger set forth in Article VI as they apply to such party.

(b) Public Announcements . The initial press release concerning the Merger and the transactions contemplated hereby shall be a joint press release and shall be issued, upon the mutual agreement of the parties, on or after the date of this Agreement. Patriot and Crossflo shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any other press release or public statements with respect to the transactions contemplated by this Agreement, including the Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by Applicable Law, court process or by obligations pursuant to any listing agreement of Patriot with any national securities exchange or national securities quotation system. In addition to the foregoing, neither Patriot nor Crossflo shall issue any press release or otherwise make any public statement or disclosure concerning non-public information relating to the other party’s business, financial condition or results of operations without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, or except as required by Applicable Law.

(i) the receipt by such party or any of such party’s subsidiaries of any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement;

(ii) subject to any applicable legal restrictions, the receipt by such party or any of such party’s subsidiaries of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;

(iii) such party’s obtaining Knowledge of any Actions commenced or threatened against, relating to or involving or otherwise affecting any of the other parties hereto, as the case may be, or, with respect to Patriot or Crossflo, any of their respective subsidiaries, which relate to the consummation of the transactions contemplated by this Agreement; and

(iv) such party’s obtaining Knowledge of the occurrence, or failure to occur, of any event which occurrence or failure to occur will be likely to cause the conditions set forth in Article VI not to be satisfied; provided , however , that no such notification shall affect the representations, warranties or obligations of the parties or the conditions to the obligations of the parties hereunder, or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

(d) Notification . Between the date of this Agreement and the Closing Date, each party hereto shall promptly notify the other parties hereto in writing if such party becomes aware of any fact or condition that causes or constitutes a breach in any of its representations and warranties as of the date of this Agreement or any other date applicable to a representation or warranty as set forth herein. Should any such fact or condition require any change in the Crossflo Disclosure Schedule, Crossflo shall promptly deliver to Patriot a supplement to the Crossflo Disclosure Schedule specifying such change. Such delivery will not affect any rights of any party under any other provision of this Agreement. During the same period, each party shall promptly notify the other parties in writing if such party becomes aware of the occurrence of any breach of any covenant of such party in this Agreement or the occurrence of any event that will make the satisfaction of the conditions in Article 6 impossible or unlikely.

(e) For six (6) years following the Closing, Patriot shall, or shall cause Crossflo or other subsidiary of Patriot to, fulfill and honor the indemnification obligations of Crossflo pursuant to any indemnification agreements between Crossflo and its officers and directors existing prior to the date of this Agreement and any indemnification provisions contained in the Crossflo Articles and Crossflo Bylaws as of the date of this Agreement. Prior to the Closing, Crossflo shall obtain “tail” insurance coverage for a period of six (6) years from the Closing with respect to directors’ and officers’ liability insurance coverage Crossflo’s directors and officers acts or omissions occurring prior to the Closing, which insurance shall, prior to the Closing, be in effect and prepaid for such six-year period; provided that Crossflo shall consult with Patriot regarding the terms of such insurance and such terms shall be reasonably satisfactory to Patriot. Crossflo shall provide such assistance as is reasonably requested by Patriot in connection with the foregoing. The provisions of this Section 5.1(e) shall survive the Closing and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives.

5.2 Covenants of Patriot .

(a) Subcorp . Prior to the Effective Time, Subcorp shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than a de minimis amount of cash paid to Subcorp for the issuance of its stock to Patriot) or any material liabilities.

(b) Employees and Employee Benefits . From and after the Effective Time, all continuing Crossflo employees will receive the same benefits as Patriot’s employees in similar job classifications subject to customary vesting and term of service requirements. From and after the Effective Time, Patriot shall treat all service by Crossflo Employees with Crossflo (or any predecessor thereto) prior to the Effective Time for all purposes as service with Patriot (except for purposes of benefit accrual under defined benefit pension plans or to the extent such treatment would result in duplicative accrual on or after the Closing Date of benefits for the same period of service), and, with respect to any medical or dental benefit plan in which Crossflo Employees participate after the Effective Time, Patriot shall waive or cause to be waived any pre-existing condition exclusions and actively-at-work requirements ( provided , however , that no such waiver shall apply to a pre-existing condition of any Crossflo Employee who was, as of the Effective Time, excluded from participation in a Crossflo Plan by virtue of such pre-existing condition), and shall provide that any covered expenses incurred on or before the Effective Time during the plan year of the applicable Crossflo Plan in which the Effective Time occurs by a Crossflo Employee or a Crossflo Employee’s covered dependent shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time to the same extent as such expenses are taken into account for the benefit of similarly situated employees of Patriot and subsidiaries of Patriot.

(i) Patriot shall use its best efforts to prepare and, not later than twelve (12) months after the Closing Date, file with the SEC a Registration Statement covering the resale of all the Patriot shares issued or issuable pursuant hereto as part of the Merger Consideration (the “Registrable Securities”); provided, however, that Patriot shall not be required to include in any such Registration Statement Registrable Securities that are salable pursuant to SEC Rule 144 without restriction if Patriot delivers the necessary information (including an opinion of counsel) to and instructs its transfer agent that any restrictive legends may be removed from such shares upon sale in accordance with SEC Rule144; provided, further, that if during any time within twenty four (24) months of the Closing Patriot fails to comply with its obligations under Section 5.2 (c)(viii) and the Registrable Securities held by Crossflo Stockholder are not salable pursuant to SEC Rule 144, Patriot shall add such Registrable Securities to an existing or file a new Registration Statement for such Registrable Securities. Patriot shall use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable. Patriot shall submit to the SEC, within three (3) business days after Patriot learns that no review of such Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments

on such Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than three (3) business days after the submission of such request. Patriot shall keep such Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Crossflo Stockholders may sell all of the Registrable Securities covered by such Registration Statement without restriction pursuant to Rule 144 (or successor thereto) promulgated under the 1933 Act or (ii) the date on which the Crossflo Stockholders have sold all the Registrable Securities covered by such Registration Statement. To the extent that the registration statement or the prospectus which is a part thereof requires amendment or supplement under the Securities Act of 1933 and the rules adopted thereunder, Patriot shall exercise best efforts to expeditiously amend or supplement such registration statement, including the prospectus which is a part thereof.

(ii) At any time that (i) Patriot determines to register any of its Patriot Common Shares, or to amend any filed registration which is not yet effective, either for its own account or for the account of a holder of Patriot Common Shares or as a result of a holder of Patriot Common Shares exercising demand registration rights, other than a registration (A) relating solely to Patriot Common Shares registered on Form S-4 or Form S-8 (or any successor forms), or (B) with respect to which the Patriot Common Shares held by the Crossflo Stockholders would not be legally permitted to be included, and (ii) Patriot Common Shares issued pursuant to this Agreement and held by one or more Crossflo Shareholders are not then the subject of a filed registration statement or salable under Rule 144 of the SEC without restriction, then Patriot shall:

(A) at least 15 days prior to the filing of a registration statement, other than as set forth in (ii)(A) or (B) above, promptly give each Crossflo Stockholder holding such Patriot Common Stock (each, an “Eligible Stockholder”) written notice thereof by registered or certified mail, courier or personal delivery; provided that no such notice shall be required in a non-underwritten registration, and all of such stock shall be registered thereon; and

(B) use its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all of the Registrable Securities held by such Eligible Stockholder specified in a written request or requests, made within ten (10) days after receipt of such written notice from Patriot by any Eligible Stockholder but only to the extent that such inclusion does not diminish the number of securities included by a holder of Patriot Common Shares who has demanded such registration.

(iii) If the registration of which Patriot gives notice is for a registered public offering involving an underwriting, Patriot will so advise the Eligible Stockholders as part of the written notice given pursuant to subsection (ii)(A) above. In such event the right of any Eligible Stockholder to registration pursuant to subsection (ii) above shall be conditioned upon such Eligible Stockholder’s participation in such underwriting and the inclusion of such Eligible Stockholder’s Registrable Securities in the underwriting to the extent provided herein. The Eligible Stockholders proposing to distribute their Registrable Securities through such underwriting shall (together with Patriot and the other holders of Patriot Common Shares distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by

Patriot (or by the holders of Patriot Common Shares who have demanded such registration). Notwithstanding any other provision of this Section 5.2(c), if the managing underwriter determines that marketing factors require a limitation of the number of Patriot Common Shares to be underwritten, the managing underwriter may limit the number of Patriot Common Shares to be included in such registration. Patriot will so advise the Eligible Stockholders and any other holder of Patriot Common Shares distributing their Patriot Common Shares through the underwriting pursuant to registration rights, and the number of Patriot Common Shares to be registered and other securities that may be included in the registration and underwriting shall be allocated among all stockholders in proportion, as nearly as practicable, to the respective amounts of registrable securities held by such stockholders and other securities held by other holders at the time of filing the registration statement. If any Eligible Stockholder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to Patriot and the managing underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating to the underwritten offering.

(iv) Patriot shall provide to each Eligible Stockholder a suitable number of prospectuses, and supplements thereto, as soon as possible following the effectiveness of the registration or the filing of the supplement, as the case may be.

(v) Patriot shall have the right to terminate or withdraw any registration initiated by it under Section 5.2(c)(iii) prior to the effectiveness of such registration, but without prejudice to its obligation pursuant to this Section 5.2(c).

(vi) Patriot shall bear the expenses associated with the registration of Registrable Securities pursuant to this Section 5.2(c) exclusive of underwriters’ and brokers’ discounts and commissions and expenses of the Crossflo Stockholders’ legal counsel.

(vii) Patriot will, and hereby does, indemnify, hold harmless and defend each of the Crossflo Stockholders (each an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amount paid in settlement or expenses, joint or several (collectively, “Claims”), incurred investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is nor may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement or a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if Patriot files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light

of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by Patriot of the 1933 Act, the 1934 Act, or any other law, including, without limitation, any state securities law, or any rule or regulation therein relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Patriot shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 5.2(c)(vii): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to Patriot by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; and (ii) shall not be available to the extent such claim is based upon a failure of the Crossflo Stockholder to deliver or to cause to be delivered the prospectus made available by Patriot.

(viii) With a view to making available to the Crossflo Stockholders the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Crossflo Stockholder to sell securities of Patriot to the public without registration (“Rule 144”), Patriot agrees to use reasonable commercial efforts to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144; and

(b) file with the SEC in a timely manner all reports and other documents required of Patriot under the 1933 Act and the 1934 Act so long as Patriot remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144.

(c) Furnish to any Crossflo Stockholder, so as long as the Crossflo Stockholder owns any Registrable Securities, forthwith upon request (i) a written statement by Patriot that it has complied with the reporting requirements of SEC Rule 144, (ii) a copy of the most recent annual or quarterly report of Patriot and such other reports and documents as may be so filed by Patriot, and (iii) such other information as may be reasonably requested in availing any Crossflo Stockholder of any rule or regulation of the SEC which permits the selling of any Registrable Securities without registration.

5.3 Covenants of Crossflo .

(a) Crossflo Stockholders Vote . Subject to Section 5.3(d), Crossflo shall take all actions required by the CGCL, the Crossflo Articles and the Crossflo Bylaws either (i) to obtain the written consent of a majority of each outstanding class of Crossflo Capital Stock or (ii) to duly call, give notice of, convene and hold a special meeting of Crossflo Stockholders (the “Crossflo Stockholders Meeting”) on the earliest practicable date, determined in reasonable consultation with Patriot, in either case to approve the Merger, this Agreement, and the other transactions contemplated hereby to the extent the approval of such other transactions by the Crossflo Stockholders is required thereby.

(b) Conduct of Crossflo’s Operations . During the period from the date of this Agreement to the Effective Time, or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, and except as may otherwise be agreed in writing by the parties, Crossflo shall conduct its operations in the ordinary course of business consistent with past practice, except as expressly contemplated by this Agreement, and shall use its commercially reasonable efforts to maintain and preserve its business organization and its material rights and franchises and to retain the services of its officers and key employees and maintain relationships with material customers, suppliers, lessees, licensees and other third parties, and to maintain all of its material operating assets in their current condition (normal wear and tear excepted). Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, Crossflo shall not, except as otherwise expressly contemplated by this Agreement or the transactions contemplated hereby or as set forth in Section 5.3(d) of the Crossflo Disclosure Schedule or with the prior written consent of Patriot:

(i) do or effect any of the following actions with respect to its securities: (A) adjust, split, combine or reclassify its capital stock, (B) make, declare or pay any dividend or distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, (C) grant any person any right or option to acquire any shares of its capital stock, (D) issue, deliver or sell or agree to issue, deliver or sell any additional shares of its capital stock or any securities or obligations convertible into or exchangeable or exercisable for any shares of its capital stock or such securities (except pursuant to the exercise of Crossflo options, warrants and securities convertible or exercisable for its capital stock that are outstanding as of the date hereof), (E) enter into any agreement, understanding or arrangement with respect to the sale, voting, registration or repurchase of its capital stock, provided, however, that Crossflo is hereby expressly permitted to take all lawful actions necessary in order to (w) issue additional debt to Patriot (x) cause all outstanding options to be exercised or cancelled, (y) cause all outstanding warrants to be exercised or cancelled and (z) cause any outstanding convertible debt instruments to become non-convertible; provided, however, the foregoing shall not restrict Crossflo’s Board of Directors from approving option grants to new hires in accordance with the Crossflo’s past practices;

(ii) directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise dispose of any of its material property or material assets other than in the ordinary course of business consistent with past practice;

(iii) adopt or propose any changes in the Crossflo Articles or the Crossflo Bylaws;

(iv) merge or consolidate with any other person;

(v) acquire a material amount of assets or capital stock of any other person outside of the ordinary course of business consistent with past practice;

(vi) make any borrowings, incur, create, assume or otherwise become liable for any indebtedness for borrowed money or assume, guarantee, endorse or otherwise as an accommodation become responsible or liable for the obligations of any other individual, corporation or other entity, other than in the ordinary course of business, consistent with past practice (provided this restriction shall not apply to any debt issued to Patriot);

(vii) create any subsidiaries;

(viii) enter into or modify any employment, severance, termination or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, any officer, director, consultant or employee other than pursuant to Applicable Law or contractual commitments existing as of the date hereof in the ordinary course of business consistent with past practice (provided past practices shall not be deemed to include actions taken in connection with the Merger) or grant any increase in the compensation or benefits of directors, officers, employees, consultants or agents of Crossflo or grant, re-price, or accelerate the exercise or payment of any Crossflo options or warrants or other equity-based awards other than increases in the ordinary course of business consistent with past practice;

(ix) enter into, adopt or amend any Crossflo Plan, except as may be required by Applicable Law;

(x) take any action that could give rise to severance benefits payable to any officer or director of Crossflo as a result of consummation of the transactions contemplated by this Agreement;

(xi) change any method or principle of accounting in a manner that is inconsistent with past practice except to the extent required by generally accepted accounting principles as advised by Crossflo’s regular independent accountants;

(xii) settle any Actions, whether now pending or hereafter made or brought involving, individually or in the aggregate, an amount in excess of US$50,000 other than settlement in the ordinary course of business or in accordance with their terms, of liabilities disclosed, reflected or reserved against in the most recent Crossflo financial statements (or the notes thereto) or incurred since the date of such financial statements in the ordinary course of business;

(xiii) modify, extend, amend in any material respect or terminate, or waive, release or assign any rights or claims with respect to, any Contract set forth in Section 4.16 in the Crossflo Disclosure, unless such action would not have a Material Adverse Effect on Crossflo;

(xiv) enter into any non-disclosure or confidentiality agreements or arrangements other than in the ordinary course of business consistent with past practice (other than as permitted, in each case, by Section 5.3(d));

(xv) write up, write down or write off the book value of any assets, individually or in the aggregate, in excess of $20,000 except for depreciation and amortization in accordance with generally accepted accounting principles consistently applied;

(xvi) incur or commit to any capital expenditures in excess of US$25,000, other than those incurred in the ordinary course of business;

(xvii) make any payments in respect of policies of directors’ and officers’ liability insurance (premiums or otherwise) other than premiums paid in respect of its current or renewed or replacement policies;

(xviii) take any action that would result in the representations and warranties set forth in Article IV becoming false or inaccurate in any material respect;

(xix) enter into or carry out any other transaction other than in the ordinary and usual course of business, including but not limited to signing any non-disclosure agreements or teaming agreements, submitting any proposals for new procurements, or closing any contracts with delivery schedules for the post closing period;

(xx) permit or cause any Subsidiary to do any of the foregoing or agree or commit to do any of the foregoing;

(xxi) make or revoke any Tax election, file any material amended Tax Return, or settle any material audit or other proceeding with any material Tax authority, except as required by Applicable Law;

(xxii) enter into any agreement to purchase, or to lease for a term in excess of one year, any real property, provided that Crossflo (A) may, as a tenant, or a landlord, renew any existing lease for a term not to exceed eighteen months and (B) nothing herein shall prevent Crossflo, in its capacity as landlord, from renewing any lease pursuant to an option granted prior to the date hereof; or

(xxiii) agree in writing to take any of the foregoing actions.

(c) Access to Information; Confidentiality . Upon reasonable notice, Crossflo shall afford to the officers, employees, accountants, counsel, financial advisors and other representatives of Patriot reasonable access during normal business hours, during the period prior to the Effective Time, to such of its properties, books, contracts, commitments, records, all other information and data, officers and employees as Patriot may reasonably request (provided Crossflo has such information available or may prepare such information with commercially reasonable efforts) and, during such period, Crossflo shall furnish promptly to Patriot (a) a copy of each report, schedule, and other document filed, published, announced or received by it during such period pursuant to the requirements of Applicable Laws (other than documents which such party is not permitted to disclose under Applicable Laws), and (b) consistent with its legal obligations, all other information concerning it and its business, properties and personnel as Patriot may reasonably request; provided , however , that Crossflo may restrict the foregoing access to the extent that it reasonably concludes, after consultation with outside legal counsel, that (i) any Applicable Law requires Crossflo to restrict access to any properties or information, (ii) providing such access would result in the loss of the attorney-client privilege, (iii) such documents discuss the pricing or dollar value of the transactions contemplated by this Agreement, (iv) such documents contain competitively sensitive information, the sharing of which could constitute a violation of any applicable Antitrust Laws or (v) such disclosure is reasonably likely to result in a breach of or default under any contract or agreement to which Crossflo is a party. The parties shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter of intent dated as of May 23, 2008, between Patriot and Crossflo (the “Letter of Intent”). Each party shall make all commercially reasonable efforts to minimize disruption to the business of the other party and its subsidiaries which may result from the requests for data and information hereunder. All requests for access and information shall be coordinated through senior executives of the parties to be designated.

(d) No Solicitation .

(i) Crossflo will not, and will not permit or cause any Subsidiary or any of the directors or officers of Crossflo or any Subsidiary, and will direct Crossflo’s employees, agents and representatives not to, directly or indirectly, solicit, initiate, encourage, or furnish or disclose non-public information in furtherance of, or otherwise facilitate any inquiries that may be reasonably expected to lead to, the making of any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, or similar transaction involving, or any purchase of 10% or more of the assets or any equity of, Crossflo or any Subsidiary or any other business combination other than the transactions contemplated by this Agreement (any such proposal or offer, an “Acquisition Proposal”).

(ii) Crossflo will not, and will not permit or cause any Subsidiary or any of the officers or directors of it or any Subsidiary to, and shall direct its and such Subsidiary’s employees, agents and representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, nothing in this Agreement shall prevent Crossflo or its board of directors from, at any time prior to the Effective Time, (A) providing information in response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal if the board of directors of Crossflo receives from such person so requesting such information an executed confidentiality agreement or non-disclosure agreement on customary terms; (B) engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Proposal; or (C) recommending such Acquisition Proposal to the Crossflo Stockholders, if and only to the extent that (x) in each such case referred to in clause (A), (B) or (C) above, Crossflo has not violated any of the restrictions set forth in this Section 5.3(d) and the board of directors of Crossflo determines in good faith after consultation with outside legal counsel that such action is reasonably likely to be necessary in order for its directors to comply with their respective fiduciary duties under Applicable Law and (y) in the case referred to in clause (C) above, the board of directors of Crossflo determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial, and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a more favorable transaction than the transaction contemplated by this Agreement, taking into account the long-term prospects and interests of Crossflo and the Crossflo Stockholders; and provided , further , that prior to furnishing any information to such person, Crossflo furnishes such confidential information or data to Patriot (to the extent such information has not been previously furnished by Crossflo to Patriot).

(iii) Crossflo will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Acquisition Proposal and request the return or the destruction of all confidential information regarding such party provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or otherwise. Crossflo will notify Patriot immediately if any such inquiries, proposals, or offers are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such person and the material terms and conditions of any proposals or offers and thereafter shall keep Patriot informed, on a reasonably current basis, on the status and terms of any such proposals or offers and the status of any such negotiations or discussions.

(iv) Crossflo’s non-solicitation covenant, as set forth in this Section 5.3(d), shall continue through August 29, 2008 (the “Standstill Period”). In the event that a transaction has not been consummated by August 29, 2008 and both parties remain in active discussions, the Standstill period shall automatically be extended through September 30, 2008. Any further extension of the Standstill Period would require agreement of both Patriot and Crossflo.

(e) Investment Representations by Crossflo Stockholders . Crossflo shall use commercially reasonable efforts to cause each Crossflo Stockholder who notifies Crossflo or Patriot of such stockholder’s intention to exchange his or her Certificates for certificates evidencing Patriot Common Shares to deliver to Crossflo, on or prior to the Closing Date, a signed certificate, substantially in the form attached as Exhibit D (the “Investment Representation Certificate”), and Crossflo shall deliver to Patriot, at the Closing, all such Investment Representation Certificates received by Crossflo; provided , however , that Crossflo’s failure to receive any such Investment Representation Certificate despite commercially reasonable efforts in such regard shall not constitute a breach of this Agreement.

ARTICLE VI

CONDITIONS

6.1 Conditions to the Obligations of Each Party . The obligations of Patriot, Subcorp and the Crossflo Principal Officers to consummate the Merger shall be subject to the satisfaction or waiver of the following conditions:

(a) This Agreement, the Merger, and the transactions contemplated hereby shall have been approved and adopted by the respective boards of directors of Crossflo and Patriot and stockholders of Crossflo in the manner required by any Applicable Law.

(b) No provision of any Applicable Law or regulation and no judgment, injunction, order, decree, ruling, assessment or arbitration award of any Governmental Authority or arbitrator and any Contract with any Governmental Authority pertaining to compliance with Applicable Law shall prohibit or enjoin the consummation of the Merger or the transactions contemplated by this Agreement or limit the ownership or operation by Patriot, Crossflo or any of their respective subsidiaries of any material portion of the businesses or assets of Patriot or Crossflo.

(c) There shall not be pending any Action (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement, (ii) except to the extent consistent with the obligations of the parties under Section 5.1(a), seeking to prohibit or limit the ownership or operation by Patriot, Crossflo or any of their respective subsidiaries of, or to compel Patriot, Crossflo or any of their respective subsidiaries to dispose of or hold separate, any material portion of the business or assets of Patriot, Crossflo or any of their respective subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement, (iii) seeking to impose limitations on the ability of Patriot to acquire or hold, or exercise full rights of ownership of, any shares of capital stock of the Surviving Corporation, including the right to vote such capital stock on all matters properly presented to the stockholders of the Surviving Corporation or (iv) seeking to prohibit Patriot or the Subsidiary of Patriot from effectively controlling in any material respect the business or operations of Patriot or the subsidiaries of Patriot.

6.2 Conditions to Obligations of Crossflo and the Crossflo Principal Officers . The obligations of Crossflo and the Crossflo Principal Officers to consummate the Merger and the transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by Crossflo:

(a) Each of the representations and warranties of each of Patriot and Subcorp contained in this Agreement shall be true and correct in all material respects (but without regard to any materiality qualifications or references to Material Adverse Effect contained in any specific representation or warranty), in each case on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case as of such specified date), except where any such failure of the representations and warranties to be true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Crossflo.

(b) Each of Patriot and Subcorp (i) shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Effective Time that are qualified as to Material Adverse Effect and (ii) shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Effective Time that are not qualified as to Material Adverse Effect except where such non-performance or non-compliance individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Patriot.

(c) Each of Patriot and Subcorp shall have furnished Crossflo and the Crossflo Principal Officers with a certificate dated the Closing Date signed on behalf of it by the Chairman, President or any Vice President to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfied.

6.3 Conditions to Obligations of Patriot and Subcorp . The obligations of Patriot and Subcorp to consummate the Merger and the other transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by Patriot:

(a) Each of the representations and warranties of Crossflo and the Crossflo Principal Officers contained in this Agreement shall be true and correct in all material respects (but without regard to any materiality qualifications or references to Material Adverse Effect contained in any specific representation or warranty), in each case, on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of some other specified date, in which case, as of such specified date), except where any such failure of the representations and warranties to be true and correct would not reasonably be expected to have a Material Adverse Effect on Crossflo, Patriot or the transactions contemplated by this Agreement.

(b) Crossflo and the Crossflo Principal Officers (i) shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Effective Time that are qualified as to Material Adverse Effect and (ii) shall have performed or complied in all material respects with all agreements and covenants required to be performed by it or them under this Agreement at or prior to the Effective Time that are not qualified as to Material Adverse Effect except where such non-performance or non-compliance would not reasonably be expected to have a Material Adverse Effect on Crossflo.

(c) Crossflo shall have furnished Patriot with an officer’s certificate dated the Closing Date to the effect that the conditions set forth in Sections 6.3(a) and (b) have been satisfied.

(d) Since the date of this Agreement, except as set forth in Section 4.10 of the Crossflo Disclosure Schedule delivered as of such date, there shall not have been any change in the assets, liabilities, business prospects, results of operations or financial condition of Crossflo that would constitute a Material Adverse Effect on Crossflo as of the Closing Date.

(e) All consents set forth on Schedule 6.3(e) attached hereto shall have been obtained by Crossflo or waived by Patriot.

(f) Each of Renney Senn and Brian Mooney shall have executed an employment agreement with Crossflo in a form reasonably acceptable to Patriot and Messrs. Senn and Mooney, as applicable (each, a “Crossflo Executive Employment Agreement”).

(g) Intentionally Left Blank.

(h) As a minimum, twelve (12) of the fourteen (14) current Crossflo employees must accept job offers from Patriot, evidencing their support for the proposed transaction and their desire to continue working for Patriot.

(i) Each outstanding option or warrant to acquire, and each issued note convertible into, Crossflo Capital Stock, all of which are set forth in Schedules 4.4(a) and 4.4(b) in the Crossflo Disclosure Schedule, whether or not exercisable, vested or converted, shall have been exercised, cancelled, or otherwise disposed of so that, as of the Effective Time, no person shall have any options, warrants, or other rights to buy, or convert into, any securities of the Surviving Corporation.

(j) To the extent that any Intellectual Property used or required for the business is held by a person other than Crossflo, Crossflo must receive a satisfactory assignment of such Intellectual Property.

(k) The Lyndon Group shall have completed its preparation of an auditable balance sheet of Crossflo as of June 1, 2006 and auditable financial statements of Crossflo for the twelve month periods ended May 31, 2008 and May 31, 2007. Such financial statements shall not contain adverse changes from the financial statements previously disclosed by Crossflo to Patriot that would be expected to have a Material Adverse Effect on Crossflo.

(l) Not more than 1% of Crossflo’s preferred shares, and not more than 10% of its common shares, shall be “dissenting shares,” as that term is defined in Section 1300(b) of the CGCL.

ARTICLE VII

TERMINATION AND AMENDMENT

7.1 Termination . This Agreement may be terminated and the Merger may be abandoned prior to the Effective Time (notwithstanding any approval of this Agreement by Crossflo Stockholders):

(a) by mutual written consent of Patriot, Crossflo and the Crossflo Principal Officers;

(b) by Patriot or Crossflo:

(i) if there shall be any law or regulation that makes consummation of the Merger illegal or otherwise prohibited, or if any judgment, injunction, order or decree of a court or other competent Governmental Authority enjoining Patriot or Crossflo from consummating the Merger shall have been entered and such judgment, injunction, order or decree shall have become final and nonappealable; provided, that the party seeking to terminate this Agreement pursuant to this Section 7.1(b)(i) shall have used commercially reasonable efforts to prevent the entry of or remove such impediment to the Merger;

(ii) if the Merger shall not have been consummated before September 30, 2008; provided, however, that the right to terminate this Agreement under this Section 7.1(b)(ii) shall not be available to any party whose failure to perform any material covenant or obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date; or

(iii) if the requisite vote of the Crossflo Stockholders to approve the Merger and the transactions contemplated hereby shall not have been obtained.

(c) by Patriot, if Crossflo has breached in any material respect any of its representations and warranties in Article IV of this Agreement, which breach (i) would give rise to failure of the condition set forth in Section 6.3(a) and (ii) has not been or is incapable of being cured by Crossflo within 15 days after its receipt of written notice thereof from Patriot;

(d) by Crossflo, if Patriot or Subcorp has breached in any material respect any of their respective representations and warranties in Article III of this Agreement, which breach (i) would give rise to failure of the condition set forth in Section 6.2(a) and (ii) has not been or is incapable of being cured by Patriot or Subcorp within 15 days after their receipt of written notice thereof from Crossflo.

7.2 Effect of Termination . In the event of the termination of this Agreement pursuant to Section 7.1, this Agreement, except for Section 7.3 and Section 5.1(b), shall become void and have no effect, without any liability on the part of any party or such party’s directors, officers or stockholders. Notwithstanding the foregoing, nothing in this Section 7.2 or in Section 7.3 shall relieve any party to this Agreement of liability for a material breach of any provision of this Agreement.

7.3 Termination Fee . A termination fee equal to the sum of verifiable fees incurred by the injured party plus an administrative overhead charge (calculated as 15% of the total verifiable fees) (“Termination Fee”) for a total Termination Fee not to exceed $500,000 will be paid by:

(a) Crossflo to Patriot in the event of the termination of this Agreement by Crossflo for any reason other than pursuant to Section 7.1(d);

(b) Patriot to Crossflo in the event of the termination of this Agreement by Patriot for any reason other than pursuant to Section 7.1 (c).

7.4 Payment of Termination Fee . Any fee due under this Section 7.3 shall be paid by wire transfer of same-day funds concurrently with the termination of this Agreement.

ARTICLE VIII

GENERAL SURVIVAL; INDEMNIFICATION

8.1 Survival of Representations and Warranties .

(a) The representations, warranties, covenants and agreements made herein by Crossflo shall survive, irrespective of any different survival period under any applicable statute of limitation, until the first anniversary of the Closing Date (the “Cut-Off Date”).

(b) Irrespective of any different survival period under any applicable statute of limitations, the representations, warranties, covenants and agreements made herein by Patriot shall survive until the Cut-Off Date.

(c) This Section 8.1 shall not limit any covenant or agreement of the parties hereto, which by its terms contemplates performance after the Effective Time or after the termination of this Agreement.

8.2 Indemnification .

(a) The Crossflo Stockholders (solely to the extent of the Escrow Merger Consideration) and the Crossflo Principal Officers (solely to the extent of the Indemnity Limit), jointly and severally (collectively, the “Crossflo Indemnifying Parties”), shall indemnify and hold Patriot, Subcorp and the Surviving Corporation (collectively, the “Patriot Indemnified Parties”) harmless from and against any and all liability, loss, cost and expense whatsoever, including reasonable fees of legal counsel and related disbursements (collectively, “Damages”), incurred by the Patriot Indemnified Parties as a result of or related to any breach of any representation, warranty, covenant or agreement made as of the Closing Date by Crossflo in Article IV or Article V of this Agreement or in any certificate or schedule delivered pursuant thereto, subject to the following:

(i) In no circumstance shall the Crossflo Stockholders be obligated to pay Damages, in aggregate, in excess of the Escrow Merger Consideration.

(ii) In no circumstance shall a Crossflo Principal Officer be obligated to pay Damages, in aggregate, in excess of the amount of Merger Consideration actually received by such Crossflo Principal Officer (the aggregate Merger Consideration actually received by all Crossflo Principal Officers (including any entity where any such Crossflo Principal Officer has a beneficial interest) as a group being the “Indemnity Limit”). For purposes of clarity, the amount of Merger Consideration actually received by a Crossflo Principal Officer for purposes of calculating the Indemnity Limit shall be reduced by any Damages paid by such Crossflo Principal Officer out of the Escrow Merger Consideration as a result of such Crossflo Principal Officer being a Crossflo Stockholder.

(iii) No such Damages shall be required to be paid by the Crossflo Principal Officers until and unless the Escrow Amount has been fully applied to Damages and thereafter the aggregate amount of Damages exceeds $50,000, but if such aggregate amount of Damages exceeds $50,000 then the full amount of such Damages up to the Indemnity Limit shall be required to be paid by the Crossflo Principal Officers. For purposes of clarity, the $50,000 Damages threshold in this section is in addition to the Basket set forth in Section 2.5(a) above.

(iv) To the extent any Crossflo Stockholder is required to pay pro rata Damages after receiving disbursements from the Escrow Account, such disbursements may be required to be used to pay such pro rata Damages.

(b) Patriot, Subcorp and the Surviving Corporation, jointly and not severally (collectively, the “Patriot Indemnifying Parties”), shall indemnify and hold the Crossflo Stockholders (collectively, the “Crossflo Indemnified Parties”) harmless from and against any and all Damages incurred by the Crossflo Indemnified Parties as a result of or related to any breach of any representation, warranty, covenant or agreement made by Patriot in this Agreement. In no event shall the aggregate liability of Patriot, Subcorp and the Surviving Corporation exceed an amount equal to the Merger Consideration, less the sum of (i) any payments made pursuant to Section 2.6.

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Crossflo Indemnifying Parties or the Patriot Indemnifying Parties with respect to which indemnity may be sought pursuant to this Article VIII, the following procedures shall apply:

(i) The applicable Patriot Indemnified Parties or Crossflo Indemnified Parties (either, the “Indemnified Parties”) shall promptly give written notice thereof to the applicable Indemnifying Parties. The notice shall state the information then available regarding the amount of the claim or Damages and shall specify the provision or provisions of this Agreement under which the right to indemnification is being asserted.

(ii) If within thirty days after receiving such notice, the Indemnifying Parties give written notice to the Indemnified Parties stating they intend to defend against such claim or Damages at their own cost and expense, the defense (including the right to settle or compromise such action) of such matter, including selection of counsel (subject to the consent of the Indemnified Parties, which consent shall not be unreasonably withheld) and the sole power to direct and control such defense, shall be by the Indemnifying Parties and the Indemnifying Parties shall make no payment in respect of such claim or Damages to any third party as long as the Indemnifying Parties are conducting a good faith and diligent defense. In any such defense, the Indemnifying Parties will consult with the Indemnified Parties in connection with the Indemnifying Parties’ defense.

(iii) In any such proceeding, each of the Indemnified Parties shall have the right to retain its own counsel, at its own cost and expense unless: (A) the Indemnifying Parties and the Indemnified Parties shall have mutually agreed to the contrary; (B) the Indemnifying Parties have failed within a reasonable time to retain counsel, in which event the Indemnified Parties shall have the right to retain counsel at the expense of the Indemnifying Parties; or (C) the named parties in any such proceeding (including any impleaded parties) include both the Indemnified Parties and the Indemnifying Parties and representation of both parties by the same counsel would be in the reasonable opinion of counsel to the Indemnified Party, inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Parties shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for fees and expenses of more than one separate firm (in addition to any local counsel) for the Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm sought to be indemnified by the Indemnifying Parties with respect to which the Indemnified Parties seeks to be indemnified by the Indemnifying Parties shall be designated in writing by the Indemnifying Parties. The Indemnifying Parties shall not be liable for any settlement of any proceeding affected without such consent or if there be a final judgment for the plaintiff, the Indemnifying Parties agree to indemnify the Indemnified Parties from and against any loss or liability by reason of such settlement or judgment.

(iv) Notwithstanding the foregoing, if at any time the Indemnified Parties shall have requested the Indemnifying Parties to reimburse the Indemnified Parties for fees and expenses of counsel as contemplated herein, the Indemnifying Parties agree that they shall be liable for any settlement of any proceeding effected without their written consent herein if (x) such settlement is entered into more than 30 days after receipt by the Indemnifying Parties of the aforesaid request; and (y) the Indemnifying Parties shall not have reimbursed the Indemnified Parties in accordance with such request (other than due to a reasonable dispute as to the validity of such request) prior to the date of settlement. If no such notice of intent to dispute and defend is given by the Indemnifying Parties, or if such diligent good faith defense is not being or ceases to be conducted, the Indemnified Parties shall, at the expense of the Indemnifying Parties, undertake the defense of such claim or Damages with counsel selected by the Indemnified Parties, and shall have the right to compromise or settle the same exercising reasonable business judgment. The Indemnified Parties shall make available all information and assistance that the Indemnifying Parties may reasonably request and shall cooperate with the Indemnifying Parties in such defense.

(v) Notwithstanding anything herein to the contrary, the Indemnifying Parties shall have the right to settle all claims of third parties for which indemnification is payable hereunder without the consent of the Indemnified Parties so long as such settlement releases the Indemnified Parties from all liability for or in connection with such action.

(d) Notwithstanding anything herein to the contrary, no claim by the Indemnified Parties against the Indemnifying Parties may be made unless written notice of such breach is given in accordance with this Article VIII prior to the expiration of the thirty day period immediately following the Cut-Off Date.

(e) Except in the case of fraud and for any nonmonetary, equitable relief to which any Indemnified Party may be entitled, the rights and remedies set forth in Section 8.2 shall constitute the sole and exclusive rights and remedies of the parties hereto under or with respect to the subject matter of this Agreement.

8.3 Insurance Recoveries . The Indemnified Party will use its commercially reasonable efforts to first recover, under any insurance policy maintained by the Indemnified Party, any Damages covered by such insurance before seeking indemnification under Section 8.2. If, notwithstanding such efforts, the Indemnifying Party is obligated to provide indemnification under Section 8.2 for Damages covered by the insurance in question then, to the extent permissible under Applicable Law and the applicable insurance policy, the Indemnified Party shall assign to the Indemnifying Party all of its contractual and tort rights against the insurer in connection with the insurer’s failure to perform under such insurance, and shall cooperate with the Indemnifying Party, as reasonably requested, in the prosecution of such rights.

ARTICLE IX

MISCELLANEOUS

9.1 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by facsimile (with written confirmation of successful delivery) or dispatched by a nationally recognized overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice from such party to the other parties hereto):

(a) if to Patriot or Subcorp:

Patriot Scientific Corporation

6183 Paseo Del Norte, Suite 180

Carlsbad, California 92011

with a copy to:

The Law Office of Otto E. Sorensen

501 West Broadway, Suite 1310

San Diego, California 92101

(b) if to Crossflo:

Crossflo Systems, Inc.

11260 El Camino Real

Suite 100

San Diego, California 92130

Attn: Chief Executive Officer

with a copy to:

DLA Piper US LLP

4365 Executive Drive, Suite 1100

San Diego, California 92121

Attn: Troy Zander, Esq.

9.2 Interpretation .

(a) When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. The headings, the table of contents and the index of defined terms contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

(b) For the purposes of any provision of this Agreement, a “Material Adverse Effect” with respect to any party shall be deemed to occur if any event, change or effect has occurred which has a material adverse effect on the business, assets (including intangible assets), liabilities (contingent or otherwise), results of operations, business prospects, or financial condition of such party taken as a whole, or a material adverse effect on the ability of such party to timely perform its obligations under this Agreement and the other transaction documents contemplated hereby; provided , however , none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect:

(i) with respect to any party, any change in or effect upon the assets (including intangible assets), liabilities (contingent or otherwise), financial condition, business prospects, or results of operations of such party directly or indirectly arising out of or attributable to any decrease in the market price of Patriot Common Shares (but not any change or effect underlying such decrease to the extent such change or effect would otherwise constitute a Material Adverse Effect on Patriot);

(ii) with respect to any party, any change in or effect upon the assets (including intangible assets), liabilities (contingent or otherwise), financial condition, business prospects, or results of operations of such party directly or indirectly arising out of or attributable to (A) conditions, events, or circumstances generally affecting the economy of the United States, (B) the general state of industries and market sectors in which such party operates or (C) any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, any threat or escalation of armed hostilities or terrorist activities anywhere in the world or any governmental or other response or reaction to any of the foregoing;

(iii) with respect to Crossflo, any change in or effect upon the business, assets (including intangible assets), liabilities (contingent or otherwise), financial condition, or results of operations of Crossflo directly or indirectly arising out of or attributable to the loss by Crossflo of any of its business prospects or customers (including business of such business prospects or customers), suppliers or employees (including, without limitation, any financial consequence of such loss of customers (including business of such customers), suppliers or employees) due primarily to the transactions contemplated hereby or the public announcement of this Agreement, in each case arising after the date of this Agreement;

(iv) with respect to Crossflo, any change in or effect upon the assets (including intangible assets), liabilities (contingent or otherwise), financial condition, business prospects, or results of operations of such party directly or indirectly arising out of or attributable to any action taken by Crossflo that is required by this Agreement, the failure by Crossflo to take any action that is prohibited by this Agreement, or any action that is taken, or the failure to take action, by Crossflo in any case to which Patriot has approved, consented to or requested in writing; and

(v) Crossflo’s failure to meet any internal or published projections, forecast or other predictions (it being understood that the underlying cause or causes of any such failure may be deemed to constitute Material Adverse Effect and may be taken into consideration when determining whether a Material Adverse Effect has occurred).

(c) For purposes of this Agreement, a “Subsidiary” when used with respect to any party means any individual partnership, firm, corporation, association, trust, unincorporated organization (including any representative office or branch) or other entity under the laws of any jurisdiction, (i) of which such party or another subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or the Subsidiary of such party do not have 50% or more of the voting interests in such partnership) or (ii) 50% or more of the securities or other interests of which having by their terms ordinary voting power to elect at least 50% of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or one or more of its subsidiaries (or if there are no such voting securities or interests, 50% or more of the equity interests of which is directly or indirectly owned or controlled by such party or one or more of its subsidiaries).

(d) For purposes of this Agreement, “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with another person or beneficially owns or has the power to vote or direct the vote of 10% or more of the voting stock (or of any other form of general partnership, limited partnership or voting equity interest in the case of a person that is not a corporation) of such other person. For purposes of this definition, “control,” including the terms “controlling and “controlled” means through the ownership of voting securities, by contract or credit arrangement, as trustee, partner or executor or otherwise.

(e) For purposes of this Agreement, “Knowledge” means with respect to any party the actual knowledge after reasonable inquiry of the following individuals: (i) with respect to Crossflo, William Mohlenbrock, Renney Senn and Brian Mooney; and (ii) with respect to Patriot or Subcorp, Rick Goerner and Cliff Flowers. With respect each of the Principal Officers, “Knowledge” for purposes of this Agreement means the actual knowledge of such individual and such knowledge the individual should possess in the reasonable exercise of his duties as an officer of Crossflo.

9.3 Counterparts . This Agreement may be executed in counterparts, which together shall constitute one and the same Agreement. The parties may execute more than one copy of the Agreement, each of which shall constitute an original.

9.4 Entire Agreement . This Agreement (including the documents and the instruments referred to herein) constitute the entire agreement among the parties and supersede all prior agreements and understandings, agreements or representations by or among the parties, written and oral, with respect to the subject matter hereof and thereof.

9.5 Third-Party Beneficiaries . Nothing in this Agreement, express or implied, is intended or shall be construed to create any third-party beneficiaries, except to the extent provided herein with respect to Crossflo Stockholders not party to this Agreement.

9.6 Governing Law; Venue .

(a) Except to the extent that the laws of the jurisdiction of organization of any party hereto, or any other jurisdiction, are mandatorily applicable to the Merger or to matters arising under or in connection with this Agreement, this Agreement shall be governed by the laws of the State of California without regard to its conflict of laws rules. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the Merger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.6 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

9.7 Arbitration . The parties to this Agreement shall submit to binding arbitration before a single, neutral arbitrator of any dispute, controversy or claim arising out of, or relating to, the transactions contemplated by this Agreement or any breach hereof, provided , however , that the parties retain their right to, and shall not be prohibited, limited or in any other way restricted from, seeking or obtaining equitable relief from a court having jurisdiction over the parties. Such arbitration shall be governed by and conducted through the American Arbitration Association in accordance with the Commercial Dispute Resolution Procedures. The arbitration hearing shall be held in San Diego, California at a place to be designated by the parties or, in the absence of their agreement, by the arbitrator.

9.8 Specific Performance . The transactions contemplated by this Agreement are unique. Accordingly, each of the parties acknowledges and agrees that, in addition to all other remedies to which it may be entitled, each of the parties hereto is entitled to a decree of specific performance, provided such party is not in material default hereunder. The party prevailing in any proceeding seeking such a decree shall be entitled to payment of all reasonable legal fees and expenses by the non-prevailing party.

9.9 Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

9.10 Expenses . All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby and thereby shall be paid by the party incurring such expenses, provided that Patriot shall be responsible for fees and costs charged by the Lyndon Group and Corbin & Co, in connection with the preparation and audit, respectively, of Crossflo financial statements. On or before closing, Crossflo shall provide Patriot with a good faith estimate of the legal and accounting fees it will incur in connection with this Agreement and the transactions contemplated hereby (the “Estimated Transaction Expenses”).

9.11 Severability . The invalidity or unenforceability in whole or in part of any covenant, promise or undertaking, or any section, subsection, sentence, clause, phrase, word, or any of the provisions of this Agreement will not affect the validity or enforceability of the remaining portions of this Agreement. If for any reason, any provision is determined to be invalid or in conflict with any existing, or future law or regulation by a court or agency having valid jurisdiction, such will not impair the operation or have any other effect upon such other provisions of this Agreement as may remain otherwise valid, and the latter will continue to be given full force and effect and bind the parties hereto.

9.12 Letter of Intent . Patriot and Crossflo acknowledge and agree that the execution and delivery of this Agreement by the parties hereto terminates the Letter of Intent and that their respective obligations thereunder are hereby null and void.

9.13 Amendment . This Agreement may be amended only by agreement in writing executed by all of the parties hereto; provided , however , that Patriot and Crossflo shall be entitled to amend, and to deliver at closing as so amended, the Patriot Disclosure Schedule and the Crossflo Disclosure Schedule, respectively, without the written consent of the other parties hereto; provided further , that no amendment to Section 3.14 in the Patriot Disclosure Schedule or to Section 4.10 in the Crossflo Disclosure Schedule shall restrict or prohibit the right of the parties to terminate this Agreement pursuant to Section 7.1.

IN WITNESS WHEREOF , Patriot, Subcorp, Crossflo and the Crossflo Principal Officers have signed this Agreement and Plan of Merger as of the date first written above.

	PATRIOT SCIENTIFIC CORPORATION By: ___________________________________ Name: _____________________ Title: ______________________ SUBCORP By: ___________________________________ Name: _____________________ Title: ______________________
	CROSSFLO SYSTEMS, INC. By: ___________________________________ Name: _____________________ Title: ______________________
	CROSSFLO PRINCIPAL OFFICERS _________________________________________ Renney Senn _________________________________________ Brian Mooney _________________________________________ William Mohlenbrock

EXHIBIT A

Exchange Agent Instructions

EXHIBIT B

Letter of Transmittal

EXHIBIT C

Escrow Agreement

EXHIBIT D

Investment Representation Certificate

SCHEDULE 1

Merger Consideration Allocation per Crossflo Stockholder

(See attached spreadsheet)

SCHEDULE 1A

Calculation and Allocation of

Closing Stock Consideration

SCHEDULE 1B

Calculation of Escrow Stock Consideration

SCHEDULE 6.3(e)

Required Consents

Crossflo shall have obtained consent from Hewlett Packard to the assignment of the agreement between Crossflo and Hewlett Packard as a result of the Merger.

Crossflo shall have obtained consent from EC-One to the assignment of the agreement between Crossflo and EC-One as a result of the Merger.

INVESTMENT REPRESENTATION CERTIFICATE

Patriot Scientific Corporation

6183 Paseo Del Norte, Suite 180

Carlsbad, California 92011

Attention: Chief Financial Officer

Each of the undersigned executes and delivers this Investment Representation Certificate pursuant to that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of August 4, 2008, by and among Patriot Scientific Corporation, a Delaware corporation (“ Patriot ” or “ Buyer ”), PTSC Acquisition 1 Corp., a California corporation and a wholly-owned subsidiary of Patriot (“ Subcorp ”), Crossflo Systems, Inc., a California corporation (“ Crossflo ”), William Mohlenbrock, M.D., Renney Senn and Brian Mooney (collectively, the “ Crossflo Principal Officers ”), pursuant to which Subcorp will be merged with and into Crossflo (the “ Merger ”). The Merger Agreement provides, among other things, for the conversion of each share of Crossflo’s issued and outstanding capital stock (collectively, “ Crossflo Stock ”) into the right to receive (i) cash and (ii) a number of shares of Patriot common stock (“ Patriot Stock ”). In connection with the Merger, each of the undersigned, as a stockholder of Crossflo, desires to exchange the undersigned’s shares of Crossflo Stock for shares of Patriot Stock and cash as set forth in the Merger Agreement.

Each of the undersigned represents, warrants and certifies to Patriot that:

The undersigned is aware of the kind of information regarding Patriot that would be available in a registration statement filed under the provisions of the Securities Act of 1933, as amended (the “ Securities Act ”), and that the undersigned has had access to the same kind of information about Patriot that would be available in such a registration statement and such additional information necessary to verify the accuracy of such information;

The undersigned has been referred to the Securities and Exchange Commission’s website at www.sec.gov , where copies of the following public filings of Patriot can be found: (i) Annual Report on Form 10-K, for the fiscal year ended May 31, 2007, filed with Securities and Exchange Commission on August 14, 2007; (ii) Proxy Statement for the 2007 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on September 27, 2007; (iii) Quarterly Report on Form 10-Q, for the quarter ended August 31, 2007, filed with the Securities and Exchange Commission on October 10, 2007; (iv) Quarterly Report on Form 10-Q, for the quarter ended November 30, 2007, filed with the Securities and Exchange Commission on January 9, 2008; (v) Quarterly Report on Form 10-Q, for the quarter ended February 29, 2008, filed with the Securities and Exchange Commission on April 9, 2008; (vi) Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2007; (vii) Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2007; (viii) Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2007; (ix) Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2008; (x) Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2008; (xi) Current Report on Form 8-K filed with the Securities and Exchange Commission on March 17, 2008; (xii) Current Report on Form 8-K filed with the Securities and Exchange Commission on April 11, 2008; (xiii) Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2008; (xiv) Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2008; (xv) Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2008; (xvi) Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2008; (xvii) Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2008; (xviii) Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2008; (xiv) Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2008; and (xv) Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2008;

D-1

Exhibit D to Merger Agreement

The undersigned has been furnished with a brief description of (i) Patriot Stock, (ii) the use of the Patriot Stock in connection with the Merger, and (iii) any material changes in Patriot’s affairs that are not disclosed in the documents referred to in Section 2 above.

The undersigned acknowledges that the undersigned has been afforded the opportunity to examine and copy all documents, books and records relating to Patriot that the undersigned has reasonably requested to examine (with any such requests directed to the Chief Financial Officer of Patriot by phone to (760) 547-2700) and that no requested information, oral or written, has been withheld from the undersigned unless such request was deemed unreasonable by Patriot;

The undersigned is aware that there are economic variables and risks that could adversely affect an investment in Patriot Stock, and the undersigned has relied primarily on the undersigned’s own independent analysis and the analysis of the undersigned’s personal advisers to make an investment decision with respect to the Patriot Stock, has adequate means of providing for his or her current needs and personal contingencies, has no need for current income or liquidity in his or her investment in Patriot Stock, is able to bear the economic risks of this investment in Patriot Stock and can afford a complete loss of such investment;

The undersigned is acquiring the Patriot Stock for such undersigned’s own account, for investment only, and not with a view to or for the sale, distribution or fractionalization thereof and will not take, or cause to be taken, any action which would cause the undersigned to be deemed an underwriter with respect to the Patriot Stock; and

The undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of this transaction and of an investment in Patriot Stock.

The offer and issuance of Patriot Stock to the undersigned has not been accompanied by any general solicitation or general advertising.

The undersigned understands and acknowledges that the Patriot Stock has not been registered for sale under the Securities Act and, therefore, cannot be resold unless registered under the Securities Act or an exemption from registration is available. The certificate evidencing the Patriot Stock will be stamped or otherwise imprinted with a conspicuous legend in the form set forth in Section 2.4(j) of the Merger Agreement.

D-2

Exhibit D to Merger Agreement

IN WITNESS WHEREOF, each of the undersigned has signed this Investment Representation Certificate on the date set forth below.

Dated as of August [__], 2008 ____________________________________

Name: ______________________________

Address:

___________________________________

D-3

Schedule 1

Shareholder (informal name)		Legal Name of Trust/Entity	Company Name	Series A Preferred	Series B Preferred	Series C Preferred	Series D Preferred	Series E Preferred	Common	Cash invested or Note amount	Exchange Ratio	Cash consideration	Stock consideration
				$.09/sh	$.35/sh	$.50/sh	$.50/sh	$1.00/sh
Cao	Minh								883,500			$0.00	0
Graham	Katherine								353,400			$0.00	0
Mooney	Brian								353,400			$0.00	0
Mooney	Brian								50,000			$0.00	0
Murphy	David B.		Saugatuck Energy						50,000			$0.00	0
Sweeney	Patrick								7,500			$0.00	0
Miera	James								5,000			$0.00	0
Collins	Gary								40,000			$0.00	0
Boone	Maxwell								10,000			$0.00	0
Gordan	Jay								10,000			$0.00	0
Redoglia	Donald								10,000			$0.00	0
Wechsler	Mark								10,000			$0.00	0
Arvantakis	James								10,000			$0.00	0
Senn	Susan	Susan E. Senn, Trustee, Susan E. Senn Trust dated June 17, 2002							250,000			$0.00	0
Armentrout	John								37,500			$0.00	0
Hartley	Angela								10,000			$0.00	0
Hartley	Angela								15,000			$0.00	0
Ramirez	Joseph B.								150,000			$0.00	0
Redoglia	Richard	Redoglia-Ashton Family Trust							150,500			$0.00	0
Kasino	Michael								10,000			$0.00	0
Orlando	Michael	Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999							25,000			$0.00	0
Miller	Jeanne								37,500			$0.00	0
Blasingame	James P. and Laurie	James P. Blasingame and Laurie Blasingame							10,000			$0.00	0
Seltzer	Don and Janie	Don Seltzer and Janie Seltzer							10,000			$0.00	0
Johnson	Lanny								7,500			$0.00	0
Hyde	Paul and Denise	Paul Hyde and Denise Hyde							5,000			$0.00	0
Trigger	Jeff and Carolyn	Jeff Trigger and Carolyn Trigger							5,000			$0.00	0
Henning	Joan								5,000			$0.00	0
Katzman	Louis and Sarah	Louis Katzman and Sarah Katzman							5,000			$0.00	0
Orlikoff	Jamie and Anita	Jamie Orlikoff and Anita Orlikoff							5,000			$0.00	0
Williams	Paul and Mary	Paul Williams and Mary Williams							5,000			$0.00	0
Linovitz	Raymond and Carol	Raymond Linovitz and Carol Linovitz							5,000			$0.00	0
Turk	Michael and Patricia	Michael Turk and Patricia Turk							5,000			$0.00	0
Bloom	Alan								2,500			$0.00	0
Chandler	James and Sue	James Chandler and Sue Chandler							2,500			$0.00	0
Giritsky	Alexander and Susie	Alexander Giritsky and Susie Giritsky							2,500			$0.00	0
Skelley	Glenna								2,500			$0.00	0
Shubin	Jack and Mary	Jack Shubin and Mary Shubin							2,500			$0.00	0
Stiska	Janet								2,500			$0.00	0
Lamp	Jeff and Carolyn	Jeff Lamp and Carolyn Lamp							2,500			$0.00	0
Oury	James								2,500			$0.00	0
Kassar	Barry and Avra	Barry Kassar and Avra Kassar							2,500			$0.00	0
Moreland	John and Susie	John Moreland and Susie Moreland							2,500			$0.00	0
Oury	Peggy								2,500			$0.00	0
Plummer	Glenn and Deborah	Glenn Plummer and Deborah Plummer							2,500			$0.00	0
Brown	Richard and Ellen	Richard Brown and Ellen Brown							2,500			$0.00	0
Robertson	Fred								2,500			$0.00	0
Hashemi	Said		Anesthesia Service Medical Group						2,500			$0.00	0
Sandke	Bill and Sue	Bill Sandke and Sue Sandke							2,500			$0.00	0
Alger	Shaun T. and Dani	Shaun T. Alger and Dani Alger							2,500			$0.00	0
Shoemaker	Stephen and Denise	Stephen Shoemaker and Denise Shoemaker							2,500			$0.00	0
Spiegler	Frederick								2,500			$0.00	0
Mohlenbrock	William	The Mohlenbrock Family Trust dated 2/19/1985							130,000			$0.00	0
Lakdawala	Nancy								2,500			$0.00	0
Fenn	Jeff								5,000			$0.00	0
Stiska	John								50,000			$0.00	0
Wagner	Winfield J.								5,625			$0.00	0
Wagner	Winfield J.								4,375			$0.00	0
Hartley	Angela								15,000			$0.00	0
Hartley	Angela								20,000			$0.00	0
Ryan	Michael								60,000			$0.00	0
Ullrich	Randy								60,000			$0.00	0
Orlando	Michael	Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999							25,000			$0.00	0
Walton	Jonathan								5,000			$0.00	0
Lanier, Sr.	Willie E.		Wachovia Securities						20,000			$0.00	0
Greene	Robert		NAIC						20,000			$0.00	0
Graham	Philip								80,000			$0.00	0
Waterhouse	Tom and Mary	Living Trust of Tom & Mary Waterhouse, UTD 11/6/89							5,000			$0.00	0
Redoglia	Richard	Redoglia-Ashton Family Trust							50,000			$0.00	0
Redoglia	Richard	Redoglia-Ashton Family Trust							20,000			$0.00	0
Redoglia	Richard	Redoglia-Ashton Family Trust							50,000			$0.00	0
Keller	Kevin	1995 Keller Family Trust							50,000			$0.00	0
Keller	Kevin	1995 Keller Family Trust							20,000			$0.00	0
Ryan	Joseph	Ryan Investments	c/o Venable LLP						20,000			$0.00	0
Martin	Michael	The Martin Family Trust							25,000			$0.00	0
Hardage	Samuel		Woodfin Suites Hotel						50,000			$0.00	0
Hardage	Samuel		Woodfin Suites Hotel						50,000			$0.00	0
Stiska	John								50,000			$0.00	0




Senn	Susan	Susan E. Senn, Trustee, Susan E. Senn Trust Dated June 17, 2002		1,116,000						$100,440.00
Breen	Timothy			5,000						$450.00
Hong	Marcus			2,500						$225.00
Ortiz	Terri			2,500						$225.00
Mohlenbrock	William	Mohlenbrock Family Trust Dated Feb. 19, 1985		1,933,700						$82,263.58



Mohlenbrock	William	Mohlenbrock Family Trust Dated Feb. 19, 1985			102,041					$25,000.00
Senn	Susan	Susan E. Senn, Trustee, Susan E. Senn Trust Dated June 17, 2002			102,041					$25,000.00
Collins	Gary				102,041					$35,714.35
Keller	Kevin	The 1995 Keller Family Trust			124,490					$43,571.50
Orlando	Michael	Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999			142,857					$49,999.95
Harris	William J.	The Harris Family Trust U/D/T 8/23/93			142,857					$49,999.95
Godfrey	John Joseph and Eleanor Lee	John Joseph and Eleanor Lee Godfrey Trust dated 3/1/93			71,429					$25,000.15
Edwards	Lori and Keith	Lori and Keith Edwards Family Trust dated 3/26/96			142,857					$49,999.95
Elam	Patricia Ann	Patricia Ann Elam Living Trust dated 8/19/1998			71,429					$25,000.15
Wenhe	Paul A.				100,000					$35,000.00
Vaught	John Michael and Shannon J.	John Michael Vaught and Shannon J. Vaught			71,429					$25,000.15
Engelman	David	Engelman Family Trust dated 5/7/92			71,500					$25,025.00
Marquand	Jean L.				100,000					$35,000.00
Lanier, Sr.	Willie E.		Wachovia Securities		30,000					$10,500.00
Sweeney	Kim R.				51,020					$17,857.00
Sweeney	Patrick				51,021					$17,857.35
Redoglia	Richard	Redoglia-Ashton Family Trust			428,571					$149,999.85
		Equity Trust Co., Cust. FBO Joan G. Brown IRA #35462			75000					$26,250.00
Martin	Barry M.				285,714					$99,999.90



Hardage	Samuel A.		Woodfin Suite Hotels			400,000				$200,000.00
Redoglia	Richard	Redoglia-Ashton Family Trust				250,000				$125,000.00
Vaught	John Michael and Shannon J.	John Michael Vaught and Shannon J. Vaught				28,571				$14,285.50
Keller	Kevin	1995 Keller Family Trust				56,000				$28,000.00
Chen	Marie					40,000				$20,000.00
Sweeney	Patrick					10,000				$5,000.00
Metcalf	Terry K.		Metcalf Construction Company, Inc.			50,000				$25,000.00
Senn	Susan	Susan E. Senn, Trustee, Susan E. Senn Trust Dated June 17, 2002				20,000				$10,000.00
Ryan	Joseph	Ryan Investments, LLC	c/o Venable, LLP			100,000				$50,000.00
Orlando	Michael	Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999				50,000				$25,000.00
Mohlenbrock	William C. and Betty J.	Mohlenbrock Family Trust Dated Feb. 19, 1985				20,000				$10,000.00
Pao	Philip	Spectrum Electrical Services, Inc.				50,000				$25,000.00
Elam	Patricia Ann	Patricia Ann Elam Living Trust dated 8/19/1998				40,000				$20,000.00
Tribolet	William	Tribolet Family Trust dated August 12, 1993				50,000				$25,000.00
Redoglia	Douglas					80,000				$40,000.00
Goodin	William A.					100,000				$50,000.00
Miller	Tyler	Miller Family Trust dated 4/30/82				50,000				$25,000.00
Collini	Kenneth D.					40,000				$20,000.00
Alderson	Andrea and Richard S. Brklacich	Richard S. Brklacich and Andrea Alderson				60,000				$30,000.00
Murphy	David B.		Saugatuck Energy			500,000				$250,000.00
Allred		Allred Family Living Trust				100,000				$50,000.00
Kelley	Alexander	Kelley Living Trust dated November 22, 1988				50,000				$25,000.00
Whitlock	Sandra L.					50,000				$25,000.00
Piazza	David V. and Rosemarie					50,000				$25,000.00
Fricke	James C.					100,000				$50,000.00
Sullivan	Timothy J.					60,000				$30,000.00
Benelli	John D. and S. Tracy	John D. Benelli and S. Tracy Benelli				50,000				$25,000.00
Jensen	Jeff	Jensen Family Trust of 2001				100,000				$50,000.00
Curran	John J.					40,000				$20,000.00
Curran	John M.					200,000				$100,000.00
Funderburk	William W.					50,000				$25,000.00
Walsh	Michael					50,000				$25,000.00
Foley	William					50,000				$25,000.00
Silvay	Robert					100,000				$50,000.00
		Equity Trust Co., Cust. FBO Joan G. Brown IRA #35462				50,000				$25,000.00
Jonke	Robert S.					50,000				$25,000.00
Cardelfe	Michael					50,000				$25,000.00
Kilkenny	Rita M.					25,000				$12,500.00
Kilkenny	Michael T.					25,000				$12,500.00
Slovenski	Richard		c/o BHP Billiton Marketing Asia Pacific			60,000				$30,000.00
Smith	Christopher P.					50,000				$25,000.00
Mohr	Gerald T.	Gerald T. Mohr Defined Benefit Pension Plan				80,000				$40,000.00
Whitmore	David D.					50,000				$25,000.00
Vanderweghe, Jr.	George William					50,000				$25,000.00
Metcalf	Terry K.					50,000				$25,000.00
Enstice	E. Thomas					220,000				$110,000.00
Kilkenny	Rita M.					10,000				$5,000.00
Kilkenny	Michael T.					10,000				$5,000.00
Wenhe	Paul A.					50,000				$25,000.00
DiCello	Daniel	The DiCello Trust				50,000				$25,000.00
Orlando	Michael	Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999				50,000				$25,000.00
Jacobs	Peter					150,000				$75,000.00
Goodwin	Douglas G.					60,000				$30,000.00
Duffie	David B.	David B. Duffie Trust UA dated 5/22/97				10,000				$5,000.00
Miera	James D.					50,000				$25,000.00
DiCello	Daniel	The DiCello Trust				50,000				$25,000.00
Graham	James D.					100,000				$50,000.00
Breckinridge	James R.					50,000				$25,000.00
Miller III	Tyler and Mary	Mary Miller and Tyler Miller III				10,000				$5,000.00
Miller	Grant Matthew					20,000				$10,000.00
Yrastorza	Tim and Arlin	Arlin Yrastorza and Tim Yrastorza				10,000				$5,000.00
Benson	David and Lauren	Davied Benson and Lauren Benson				10,000				$5,000.00
Robeson	Louanna E. Reither	Louanna E. Reithner Robeson, Trustee, Reithner Family Trust				50,000				$25,000.00
Robeson	Robert H.	Robert H. Robeson, Trustee, Robert Revocable Trust UA 08-29-78				50,000				$25,000.00
Allred	Douglas	Allred Family Living Trust				100,000				$50,000.00
		MLPFS Cust. FBO Richard Redoglia				100,000				$50,000.00
Piazza	David V. and Rosemarie	David V. Piazza and Rosemarie Piazza				50,000				$25,000.00
Elam	Patricia Ann	Patricia Ann Elam Living Trust dated 8/19/1998				100,000				$50,000.00
Collini	Kenneth D.					30,000				$15,000.00
Jenkins	Mark Philip					50,000				$25,000.00
Kane	Richard E.					200,000				$100,000.00
DiCello	Daniel	The DiCello Trust				150,000				$75,000.00
Wechsler	Mark					20,000				$10,000.00
Arvantakis	James					30,000				$15,000.00
Redoglia	Douglas					40,000				$20,000.00
Baird	Jeffrey	Jeffrey Baird, TTE US Dtd. 05-19-1995				50,000				$25,000.00
Collins	Robert	J. Robert Collins, Jr.				100,000				$50,000.00
Davanon	Jeffrey					50,000				$25,000.00
Graham	Theodore W.					50,000				$25,000.00
Ascher	Robert J.					100,000				$50,000.00
Enstice	E. Thomas					230,000				$115,000.00
Mulford	Rand P.	First Regional Bank, FBO Rand P. Mulford IRA #005888				50,000				$25,000.00
Schmitz	Steven D.	Estate of Richard C. Schmitz				200,000				$100,000.00
Schmitz	Janet G.					100,000				$50,000.00
Clare	Brett and Amy	Brett Clare and Amy Clare				50,000				$25,000.00
Zoehrer	Herb	H.A. Zoehrer, Successor Trustee Survivor's Trust, Zoehrer Family Trust U/A Dtd. 2/9/1989				50,000				$25,000.00
Edwards	Keith	American Express Trust Company as Custodian for Keith C. Edwards IRA SPS A/C #5227-8496-6-02				50,000				$25,000.00
Smith	Robert C.		c/o Walter Smith Plumbing & Heating			20,000				$10,000.00
Chianese	Anthony P. and Margaret A.	Anthony P. Chianese and Margaret A. Chianese				20,000				$10,000.00
Blanchard	Robert L.					10,000				$5,000.00
Murphy	David B.		Saugatuck Energy			450,000				$225,000.00
Arends	Travis D. and Lisa M.					20,000				$10,000.00
Dugan	Joseph M.	Joseph M. Dugan and Jeanene A. Dugan				30,000				$15,000.00
Martin	Michael	The Martin Family Trust				60,000				$30,000.00
Walsh	Michael	USB Financial Services CDN FBO Michael Malsh				100,000				$50,000.00
Reese	Dean and Dran	Dean Howard Reese and Dran May Reese, Trustees of The Reese Family Trust dtd. 10/23/2006				60,000				$30,000.00
Dugan	Joseph	Joseph M. Dugan and Jeanene A. Dugan				150,000				$75,000.00
McHugh	Martin G.					10,000				$5,000.00
Redoglia	Richard	Redoglia-Ashton Family Trust				190,000				$95,000.00




Kirshner	Howard						200,000			$100,000.00
Aurilia	Ralph						100,000			$50,000.00
Perkins	David A.						100,000			$50,000.00
Smith	Kyle B.						50,000			$25,000.00
Delay	Tim						50,000			$25,000.00
Aurilia	Jerry						100,000			$50,000.00
Wenhe	Paul A.	Paul A. Wenhe and Jean L. Marquand					50,000			$25,000.00
Thompson	Robert						200,000			$100,000.00
Arends	Travis D. and Lisa M.	Travis D. Arends and Lisa M. Arends					10,000			$5,000.00
Dugan	Joseph J.						10,000			$5,000.00
Dugan	James M.						10,000			$5,000.00
LoPiccolo	Anne L.						10,000			$5,000.00
Dugan	Thomas M.						10,000			$5,000.00
Dugan	Daniel P.						10,000			$5,000.00
Dugan	Mary E.						10,000			$5,000.00
Mohr	Gerald T.	Gerald T. Mohr Defined Benefit Pension Plan					100,000			$50,000.00
Monaghan	Kevin	Winchester Partners Pension Plan UA Dtd. 5/21/01 FBO K. Monaghan					100,000			$50,000.00
Tidwell II	John W.						100,000			$50,000.00
Monaghan	Kevin	Winchester Partners					100,000			$50,000.00
Harris	Jerry M. and Susan G.	Jerry M. Harris and Susan G. Harris JT WROS					100,000			$50,000.00
Aden	Gary						100,000			$50,000.00
Summers	Ronald G. and Coralyn L.	Ronald G. and Coralyn L. Summers, Trustees of The Summers Family Trust dtd. 2/4/86					100,000			$50,000.00
Enstice	E. Thomas	Enstice Family Trust, E. Thomas Enstice, Trustee, Morgan Stanley					2,140,000			$1,070,000.00
Stiska	John						50,000			$25,000.00
Hite	Ernest and Terry	Ernest Hite and Terry Hite					50,000			$25,000.00
Cifaloglio	Thomas H.	Morgan Stanley & Co., as Custodian FBO Thomas H. Cifaloglio IRA					260,000			$130,000.00
DeClare	Brian Harmon	DeClare Investments Corp.					50,000			$25,000.00





Tidwell II	John W.							25,000		$25,000.00
Stanziale	Bruno A.							50,000		$50,000.00
Knittig	Timothy A.	Knittig Family Investments, LLC						50,000		$50,000.00
Adipietro	Joseph Jeffrey							150,000		$150,000.00
Breckinridge	James R.							10,000		$10,000.00
Viola	Vincent J.							750,000		$750,000.00
Salomon	David							250,000		$250,000.00
Crane-Baker	James							100,000		$100,000.00
Murphy	David		Saugatuck Energy					100,000		$100,000.00
Costello	Don	D Graham, L.C., a Virginia Limited Liability Company						750,000		$750,000.00
Saishu	Eihiro	EC-One, Inc.						848,176		$848,176.00
Waterhouse	Tom and Mary	Living Trust of Tom Williams Waterhouse and Mary Maurine Waterhouse, UTD 11/6/89						25,000		$25,000.00
Orlikoff	James E.							50,000		$50,000.00
Miller	George	Morgan Stanley DW Inc., Custodian FBO George Miller IA 8/14/92						200,000		$200,000.00
Slovenski	Richard		c/o BHP Billiton Marketing Asia Pacific					50,000		$50,000.00
Harrison	Eric A.							25,000		$25,000.00
Nonaka	Makoto							35,000		$35,000.00
Perry	Arthur	Perry Family Ltd. Partnership, LLP						100,000		$100,000.00
Lewis	Richard	Richard A. Lewis & Roberta D. Lewis Trust Dtd. 9-1-93						25,000		$25,000.00
Lewis	Richard	Richard A. Lewis & Roberta D. Lewis Trust Dtd. 9-1-93						25,000		$25,000.00
Baker	Charles	Charles L. Baker Family Trust						25,000		$25,000.00
Moser	Amy	TRISTAFF SEARCH						7,500		$7,500.00
McGuirk	James F.	James F. McGuirk II Living Trust						75,000		$75,000.00


				3,059,700	2,266,297	7,664,571	4,170,000	3,725,676	3,485,800	$10,598,340.33

					24,372,044

D. Graham L.C.		D. Graham L.C.	c/o Century Stair Company							$1,000,000.00
Orlando	Michael	Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999								$20,000.00
Senn	Renney	Susan E. Senn, Trustee, Susan E. Senn Trust Dated June 17, 2002								$11,000.00
Stiska	John									$25,000.00
Redoglia	Richard									$25,000.00
Slovenski	Richard		c/o BHP Billiton Marketing Asia Pacific							$20,000.00
		Equity Trust Co., Cust. FBO Joan G. Brown IRA #35462								$40,000.00
Schmitz	Steven									$50,000.00
McGuirk	James									$25,000.00
Aden	Gary									$25,000.00
Zoehrer	H.A.	H.A. Zoehrer, Successor Trustee, Survivor[s Trust, Zoehrer Family Trust UA dated 2/8/89								$6,250.00
Rowland	Hunter									$30,000.00
Johnson	Dale A.									$30,000.00
Ryan	Joseph	Ryan Investments, LLC								$10,000.00
		Richard A. Lewis & Roberta D. Lewis Trust dtd. 9/1/93								$25,000.00
Harrison	Eric A.									$15,000.00
McCook	William S.	Arcturus Advertising Company, Inc. Defined Benefit Pension Plan FBO William S. McCook								$25,000.00
Perry	Dr & Mrs. Arthur	Perry Family Limited Partnership LLP UTD 3/13/1977								$300,000.00
Patriot		Patriot Scientific Corporation								$400,000.00
Patriot		Patriot Scientific Corporation								$417,750.00

										$2,500,000.00

Schedule 1A

Merger Consideration Allocation to Crossflo Shareholders at Closing

To Allocate and Distribute to All Crossflo Stockholders at Closing:					Ratio Calculation for Closing Allocation
Stock Consideration		$4,285,185	68.31%		Total Invested in Preferrred Stock			$10,598,340	100.00%
Cash Consideration		$1,987,815	31.69%		Merger Consideration at close			$6,273,000	59.19%
		$6,273,000	100.00%

Stockholder		Series A Preferred	Series B Preferred	Series C Preferred	Series D Preferred	Series E Preferred	Common	Investment	Exchange	Stock Consideration at closing	Cash Consideration at closing
	Price	$.09/sh	$.35/sh	$.50/sh	$.50/sh	$1.00/sh	N/A		Ratio
Cao	Minh						883,500	N/A	0.00%	$0.00	$0.00
Graham	Katherine						353,400	N/A	0.00%	$0.00	$0.00
Mooney	Brian						353,400	N/A	0.00%	$0.00	$0.00
Mooney	Brian						50,000	N/A	0.00%	$0.00	$0.00
Murphy	David B.						50,000	N/A	0.00%	$0.00	$0.00
Sweeney	Patrick						7,500	N/A	0.00%	$0.00	$0.00
Miera	James						5,000	N/A	0.00%	$0.00	$0.00
Collins	Gary						40,000	N/A	0.00%	$0.00	$0.00
Boone	Maxwell						10,000	N/A	0.00%	$0.00	$0.00
Gordan	Jay						10,000	N/A	0.00%	$0.00	$0.00
Redoglia	Donald						10,000	N/A	0.00%	$0.00	$0.00
Wechsler	Mark						10,000	N/A	0.00%	$0.00	$0.00
Arvantakis	James						10,000	N/A	0.00%	$0.00	$0.00
Susan E. Senn, Trustee, Susan E. Senn Trust dated June 17, 2002							250,000	N/A	0.00%	$0.00	$0.00
Armentrout	John						37,500	N/A	0.00%	$0.00	$0.00
Hartley	Angela						10,000	N/A	0.00%	$0.00	$0.00
Hartley	Angela						15,000	N/A	0.00%	$0.00	$0.00
Ramirez	Joseph B.						150,000	N/A	0.00%	$0.00	$0.00
Redoglia-Ashton Family Trust							150,500	N/A	0.00%	$0.00	$0.00
Kasino	Michael						10,000	N/A	0.00%	$0.00	$0.00
Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999							25,000	N/A	0.00%	$0.00	$0.00
Miller	Jeanne						37,500	N/A	0.00%	$0.00	$0.00
James P. Blasingame and Laurie Blasingame							10,000	N/A	0.00%	$0.00	$0.00
Don and Janie							10,000	N/A	0.00%	$0.00	$0.00
Johnson	Lanny						7,500	N/A	0.00%	$0.00	$0.00
Paul Hyde and Denise Hyde							5,000	N/A	0.00%	$0.00	$0.00
Jeff Trigger and Carolyn Trigger							5,000	N/A	0.00%	$0.00	$0.00
Henning	Joan						5,000	N/A	0.00%	$0.00	$0.00
Louis Katzman and Sarah Katzman							5,000	N/A	0.00%	$0.00	$0.00
Orlikoff	Jamie and Anita						5,000	N/A	0.00%	$0.00	$0.00
Paul Williams and Mary Williams							5,000	N/A	0.00%	$0.00	$0.00
Raymond Linovitz and Carol Linovitz							5,000	N/A	0.00%	$0.00	$0.00
Michael Turk and Patricia Turk							5,000	N/A	0.00%	$0.00	$0.00
Bloom	Alan						2,500	N/A	0.00%	$0.00	$0.00
James Chandler and Sue Chandler							2,500	N/A	0.00%	$0.00	$0.00
Alexander and Susie							2,500	N/A	0.00%	$0.00	$0.00
Skelley	Glenna						2,500	N/A	0.00%	$0.00	$0.00
Jack Shubin and Mary Shubin							2,500	N/A	0.00%	$0.00	$0.00
Stiska	Janet						2,500	N/A	0.00%	$0.00	$0.00
Jeff Lamp and Carolyn Lamp							2,500	N/A	0.00%	$0.00	$0.00
Oury	James						2,500	N/A	0.00%	$0.00	$0.00
Barry Kassar and Avra Kassar							2,500	N/A	0.00%	$0.00	$0.00
John Moreland and Susie Moreland							2,500	N/A	0.00%	$0.00	$0.00
Oury	Peggy						2,500	N/A	0.00%	$0.00	$0.00
Glenn Plummer and Deborah Plummer							2,500	N/A	0.00%	$0.00	$0.00
Richard Brown and Ellen Brown	Richard and Ellen						2,500	N/A	0.00%	$0.00	$0.00
Robertson	Fred						2,500	N/A	0.00%	$0.00	$0.00
Hashemi	Said						2,500	N/A	0.00%	$0.00	$0.00
Bill Sandke and Sue Sandke							2,500	N/A	0.00%	$0.00	$0.00
Shaun T. Alger and Dani Alger							2,500	N/A	0.00%	$0.00	$0.00
Stephen Shoemaker and Denise Shoemaker							2,500	N/A	0.00%	$0.00	$0.00
Spiegler	Frederick						2,500	N/A	0.00%	$0.00	$0.00
The Mohlenbrock Family Trust dated 2/19/1985							130,000	N/A	0.00%	$0.00	$0.00
Lakdawala	Nancy						2,500	N/A	0.00%	$0.00	$0.00
Fenn	Jeff						5,000	N/A	0.00%	$0.00	$0.00
Stiska	John						50,000	N/A	0.00%	$0.00	$0.00
Wagner	Winfield J.						5,625	N/A	0.00%	$0.00	$0.00
Wagner	Winfield J.						4,375	N/A	0.00%	$0.00	$0.00
Hartley	Angela						15,000	N/A	0.00%	$0.00	$0.00
Hartley	Angela						20,000	N/A	0.00%	$0.00	$0.00
Ryan	Michael						60,000	N/A	0.00%	$0.00	$0.00
Ullrich	Randy						60,000	N/A	0.00%	$0.00	$0.00
Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999							25,000	N/A	0.00%	$0.00	$0.00
Walton	Jonathan						5,000	N/A	0.00%	$0.00	$0.00
Lanier, Sr.	Willie E.						20,000	N/A	0.00%	$0.00	$0.00
Greene	Robert						20,000	N/A	0.00%	$0.00	$0.00
Graham	Philip						80,000	N/A	0.00%	$0.00	$0.00
Living Trust of Tom & Mary Waterhouse, UTD 11/6/89							5,000	N/A	0.00%	$0.00	$0.00
Redoglia-Ashton Family Trust							50,000	N/A	0.00%	$0.00	$0.00
Redoglia-Ashton Family Trust							20,000	N/A	0.00%	$0.00	$0.00
Redoglia-Ashton Family Trust							50,000	N/A	0.00%	$0.00	$0.00
1995 Keller Family Trust							50,000	N/A	0.00%	$0.00	$0.00
1995 Keller Family Trust							20,000	N/A	0.00%	$0.00	$0.00
Ryan Investments							20,000	N/A	0.00%	$0.00	$0.00
The Martin Family Trust							25,000	N/A	0.00%	$0.00	$0.00
Hardage	Samuel						50,000	N/A	0.00%	$0.00	$0.00
Hardage	Samuel						50,000	N/A	0.00%	$0.00	$0.00
Stiska	John						50,000	N/A	0.00%	$0.00	$0.00




Susan E. Senn, Trustee, Susan E. Senn Trust Dated June 17, 2002		1,116,000						$100,440.00	59.19%	$40,610.51	$18,838.43
Breen	Timothy	5,000						$450.00	59.19%	$181.95	$84.40
Hong	Marcus	2,500						$225.00	59.19%	$90.97	$42.20
Ortiz	Terri	2,500						$225.00	59.19%	$90.97	$42.20
Mohlenbrock Family Trust Dated Feb. 19, 1985		1,933,700						$82,263.58	59.19%	$33,261.31	$15,429.28



Mohlenbrock Family Trust Dated Feb. 19, 1985			102,041					$25,000.00	59.19%	$10,108.15	$4,688.98
Susan E. Senn, Trustee, Susan E. Senn Trust Dated June 17, 2002			102,041					$25,000.00	59.19%	$10,108.15	$4,688.98
Collins	Gary		102,041					$35,714.35	59.19%	$14,440.24	$6,698.55
The 1995 Keller Family Trust			124,490					$43,571.50	59.19%	$17,617.09	$8,172.23
Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999			142,857					$49,999.95	59.19%	$20,216.28	$9,377.94
The Harris Family Trust U/D/T 8/23/93			142,857					$49,999.95	59.19%	$20,216.28	$9,377.94
John Joseph and Eleanor Lee Godfrey Trust dated 3/1/93			71,429					$25,000.15	59.19%	$10,108.21	$4,689.01
Lori and Keith Edwards Family Trust dated 3/26/96			142,857					$49,999.95	59.19%	$20,216.28	$9,377.94
Patricia Ann Elam Living Trust dated 8/19/1998			71,429					$25,000.15	59.19%	$10,108.21	$4,689.01
Wenhe	Paul A.		100,000					$35,000.00	59.19%	$14,151.41	$6,564.57
John Michael Vaught and Shannon J. Vaught			71,429					$25,000.15	59.19%	$10,108.21	$4,689.01
Engelman Family Trust dated 5/7/92			71,500					$25,025.00	59.19%	$10,118.26	$4,693.67
Marquand	Jean L.		100,000					$35,000.00	59.19%	$14,151.41	$6,564.57
Lanier, Sr.	Willie E.		30,000					$10,500.00	59.19%	$4,245.42	$1,969.37
Sweeney	Kim R.		51,020					$17,857.00	59.19%	$7,220.05	$3,349.24
Sweeney	Patrick		51,021					$17,857.35	59.19%	$7,220.19	$3,349.31
Redoglia-Ashton Family Trust			428,571					$149,999.85	59.19%	$60,648.85	$28,133.83
Equity Trust Co., Cust. FBO Joan G. Brown IRA #35462			75000					$26,250.00	59.19%	$10,613.56	$4,923.43
Martin	Barry M.		285,714					$99,999.90	59.19%	$40,432.56	$18,755.89



Hardage	Samuel A.			400,000				$200,000.00	59.19%	$80,865.21	$37,511.82
Redoglia-Ashton Family Trust				250,000				$125,000.00	59.19%	$50,540.76	$23,444.89
John Michael Vaught and Shannon J. Vaught				28,571				$14,285.50	59.19%	$5,776.00	$2,679.38
1995 Keller Family Trust				56,000				$28,000.00	59.19%	$11,321.13	$5,251.65
Chen	Marie			40,000				$20,000.00	59.19%	$8,086.52	$3,751.18
Sweeney	Patrick			10,000				$5,000.00	59.19%	$2,021.63	$937.80
Metcalf	Terry K.			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Susan E. Senn, Trustee, Susan E. Senn Trust Dated June 17, 2002				20,000				$10,000.00	59.19%	$4,043.26	$1,875.59
Ryan Investments, LLC				100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Mohlenbrock Family Trust Dated Feb. 19, 1985				20,000				$10,000.00	59.19%	$4,043.26	$1,875.59
Spectrum Electrical Services, Inc.				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Patricia Ann Elam Living Trust dated 8/19/1998				40,000				$20,000.00	59.19%	$8,086.52	$3,751.18
Tribolet Family Trust dated August 12, 1993				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Redoglia	Douglas			80,000				$40,000.00	59.19%	$16,173.04	$7,502.36
Goodin	William A.			100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
Miller Family Trust dated 4/30/82				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Collini	Kenneth D.			40,000				$20,000.00	59.19%	$8,086.52	$3,751.18
Richard S. Brklacich and Andrea Alderson				60,000				$30,000.00	59.19%	$12,129.78	$5,626.77
Murphy	David B.			500,000				$250,000.00	59.19%	$101,081.51	$46,889.77
Allred Family Living Trust				100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
Kelley Living Trust dated November 22, 1988				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Whitlock	Sandra L.			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Piazza	David V. and Rosemarie			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Fricke	James C.			100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
Sullivan	Timothy J.			60,000				$30,000.00	59.19%	$12,129.78	$5,626.77
John D. Benelli and S. Tracy Benelli				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Jensen Family Trust of 2001				100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
Curran	John J.			40,000				$20,000.00	59.19%	$8,086.52	$3,751.18
Curran	John M.			200,000				$100,000.00	59.19%	$40,432.60	$18,755.91
Funderburk	William W.			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Walsh	Michael			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Foley	William			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Silvay	Robert			100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
Equity Trust Co., Cust. FBO Joan G. Brown IRA #35462				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Jonke	Robert S.			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Cardelfe	Michael			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Kilkenny	Rita M.			25,000				$12,500.00	59.19%	$5,054.08	$2,344.49
Kilkenny	Michael T.			25,000				$12,500.00	59.19%	$5,054.08	$2,344.49
Slovenski	Richard			60,000				$30,000.00	59.19%	$12,129.78	$5,626.77
Smith	Christopher P.			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Gerald T. Mohr Defined Benefit Pension Plan				80,000				$40,000.00	59.19%	$16,173.04	$7,502.36
Whitmore	David D.			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Vanderweghe, Jr.	George William			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Metcalf	Terry K.			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Enstice	E. Thomas			220,000				$110,000.00	59.19%	$44,475.86	$20,631.50
Kilkenny	Rita M.			10,000				$5,000.00	59.19%	$2,021.63	$937.80
Kilkenny	Michael T.			10,000				$5,000.00	59.19%	$2,021.63	$937.80
Wenhe	Paul A.			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
DiCello	The DiCello Trust			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Orlando	Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Jacobs	Peter			150,000				$75,000.00	59.19%	$30,324.45	$14,066.93
Goodwin	Douglas G.			60,000				$30,000.00	59.19%	$12,129.78	$5,626.77
David B. Duffie Trust UA dated 5/22/97				10,000				$5,000.00	59.19%	$2,021.63	$937.80
Miera	James D.			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
The DiCello Trust				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Graham	James D.			100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
Breckinridge	James R.			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Mary Miller and Tyler Miller III				10,000				$5,000.00	59.19%	$2,021.63	$937.80
Miller	Grant Matthew			20,000				$10,000.00	59.19%	$4,043.26	$1,875.59
Arlin Yrastorza and Tim Yrastorza				10,000				$5,000.00	59.19%	$2,021.63	$937.80
Davied Benson and Lauren Benson				10,000				$5,000.00	59.19%	$2,021.63	$937.80
Louanna E. Reithner Robeson, Trustee, Reithner Family Trust				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Robert H. Robeson, Trustee, Robert Revocable Trust UA 08-29-78				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Allred Family Living Trust				100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
MLPFS Cust. FBO Richard Redoglia				100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
David V. Piazza and Rosemarie Piazza				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Patricia Ann Elam Living Trust dated 8/19/1998				100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
Collini	Kenneth D.			30,000				$15,000.00	59.19%	$6,064.89	$2,813.39
Jenkins	Mark Philip			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Kane	Richard E.			200,000				$100,000.00	59.19%	$40,432.60	$18,755.91
The DiCello Trust				150,000				$75,000.00	59.19%	$30,324.45	$14,066.93
Wechsler	Mark			20,000				$10,000.00	59.19%	$4,043.26	$1,875.59
Arvantakis	James			30,000				$15,000.00	59.19%	$6,064.89	$2,813.39
Redoglia	Douglas			40,000				$20,000.00	59.19%	$8,086.52	$3,751.18
Jeffrey Baird, TTE US Dtd. 05-19-1995				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
J. Robert Collins, Jr.				100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
Davanon	Jeffrey			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Graham	Theodore W.			50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Ascher	Robert J.			100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
Enstice	E. Thomas			230,000				$115,000.00	59.19%	$46,497.49	$21,569.29
First Regional Bank, FBO Rand P. Mulford IRA #005888				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Estate of Richard C. Schmitz				200,000				$100,000.00	59.19%	$40,432.60	$18,755.91
Schmitz	Janet G.			100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
Brett Clare and Amy Clare				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
H.A. Zoehrer, Successor Trustee Survivor's Trust, Zoehrer Family Trust U/A Dtd. 2/9/1989				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
American Express Trust Company as Custodian for Keith C. Edwards IRA SPS A/C #5227-8496-6-02				50,000				$25,000.00	59.19%	$10,108.15	$4,688.98
Smith	Robert C.			20,000				$10,000.00	59.19%	$4,043.26	$1,875.59
Anthony P. Chianese and Margaret A. Chianese				20,000				$10,000.00	59.19%	$4,043.26	$1,875.59
Blanchard	Robert L.			10,000				$5,000.00	59.19%	$2,021.63	$937.80
Murphy	David B.			450,000				$225,000.00	59.19%	$90,973.36	$42,200.79
Travis D. and Lisa M.				20,000				$10,000.00	59.19%	$4,043.26	$1,875.59
Joseph M. Dugan and Jeanene A. Dugan				30,000				$15,000.00	59.19%	$6,064.89	$2,813.39
The Martin Family Trust				60,000				$30,000.00	59.19%	$12,129.78	$5,626.77
USB Financial Services CDN FBO Michael Malsh				100,000				$50,000.00	59.19%	$20,216.30	$9,377.95
Dean Howard Reese and Dran May Reese, Trustees of The Reese Family Trust dtd. 10/23/2006				60,000				$30,000.00	59.19%	$12,129.78	$5,626.77
Joseph M. Dugan and Jeanene A. Dugan				150,000				$75,000.00	59.19%	$30,324.45	$14,066.93
McHugh	Martin G.			10,000				$5,000.00	59.19%	$2,021.63	$937.80
Redoglia-Ashton Family Trust				190,000				$95,000.00	59.19%	$38,410.97	$17,818.11




Kirshner	Howard				200,000			$100,000.00	59.19%	$40,432.60	$18,755.91
Aurilia	Ralph				100,000			$50,000.00	59.19%	$20,216.30	$9,377.95
Perkins	David A.				100,000			$50,000.00	59.19%	$20,216.30	$9,377.95
Smith	Kyle B.				50,000			$25,000.00	59.19%	$10,108.15	$4,688.98
Delay	Tim				50,000			$25,000.00	59.19%	$10,108.15	$4,688.98
Aurilia	Jerry				100,000			$50,000.00	59.19%	$20,216.30	$9,377.95
Paul A. Wenhe and Jean L. Marquand					50,000			$25,000.00	59.19%	$10,108.15	$4,688.98
Thompson	Robert				200,000			$100,000.00	59.19%	$40,432.60	$18,755.91
Travis D. Arends and Lisa M. Arends					10,000			$5,000.00	59.19%	$2,021.63	$937.80
Dugan	Joseph J.				10,000			$5,000.00	59.19%	$2,021.63	$937.80
Dugan	James M.				10,000			$5,000.00	59.19%	$2,021.63	$937.80
LoPiccolo	Anne L.				10,000			$5,000.00	59.19%	$2,021.63	$937.80
Dugan	Thomas M.				10,000			$5,000.00	59.19%	$2,021.63	$937.80
Dugan	Daniel P.				10,000			$5,000.00	59.19%	$2,021.63	$937.80
Dugan	Mary E.				10,000			$5,000.00	59.19%	$2,021.63	$937.80
Gerald T. Mohr Defined Benefit Pension Plan					100,000			$50,000.00	59.19%	$20,216.30	$9,377.95
Winchester Partners Pension Plan UA Dtd. 5/21/01 FBO K. Monaghan					100,000			$50,000.00	59.19%	$20,216.30	$9,377.95
Tidwell II	John W.				100,000			$50,000.00	59.19%	$20,216.30	$9,377.95
Winchester Partners					100,000			$50,000.00	59.19%	$20,216.30	$9,377.95
Jerry M. Harris and Susan G. Harris JT WROS					100,000			$50,000.00	59.19%	$20,216.30	$9,377.95
Aden	Gary				100,000			$50,000.00	59.19%	$20,216.30	$9,377.95
Ronald G. and Coralyn L. Summers, Trustees of The Summers Family Trust dtd. 2/4/86					100,000			$50,000.00	59.19%	$20,216.30	$9,377.95
Enstice Family Trust, E. Thomas Enstice, Trustee, Morgan Stanley					2,140,000			$1,070,000.00	59.19%	$432,628.87	$200,688.22
Stiska	John				50,000			$25,000.00	59.19%	$10,108.15	$4,688.98
Ernest Hite and Terry Hite					50,000			$25,000.00	59.19%	$10,108.15	$4,688.98
Morgan Stanley & Co., as Custodian FBO Thomas H. Cifaloglio IRA					260,000			$130,000.00	59.19%	$52,562.39	$24,382.68
DeClare Investments Corp.					50,000			$25,000.00	59.19%	$10,108.15	$4,688.98





Tidwell II	John W.					25,000		$25,000.00	59.19%	$10,108.15	$4,688.98
Stanziale	Bruno A.					50,000		$50,000.00	59.19%	$20,216.30	$9,377.95
Knittig Family Investments, LLC						50,000		$50,000.00	59.19%	$20,216.30	$9,377.95
Adipietro	Joseph Jeffrey					150,000		$150,000.00	59.19%	$60,648.91	$28,133.86
Breckinridge	James R.					10,000		$10,000.00	59.19%	$4,043.26	$1,875.59
Viola	Vincent J.					750,000		$750,000.00	59.19%	$303,244.53	$140,669.31
Salomon	David					250,000		$250,000.00	59.19%	$101,081.51	$46,889.77
Crane-Baker	James					100,000		$100,000.00	59.19%	$40,432.60	$18,755.91
Murphy	David					100,000		$100,000.00	59.19%	$40,432.60	$18,755.91
D Graham, L.C., a Virginia Limited Liability Company						750,000		$750,000.00	59.19%	$303,244.53	$140,669.31
EC-One, Inc.						848,176		$848,176.00	59.19%	$342,939.65	$159,083.11
Living Trust of Tom Williams Waterhouse and Mary Maurine Waterhouse, UTD 11/6/89						25,000		$25,000.00	59.19%	$10,108.15	$4,688.98
Orlikoff	James E.					50,000		$50,000.00	59.19%	$20,216.30	$9,377.95
Morgan Stanley DW Inc., Custodian FBO George Miller IA 8/14/92						200,000		$200,000.00	59.19%	$80,865.21	$37,511.82
Slovenski	Richard					50,000		$50,000.00	59.19%	$20,216.30	$9,377.95
Harrison	Eric A.					25,000		$25,000.00	59.19%	$10,108.15	$4,688.98
Nonaka	Makoto					35,000		$35,000.00	59.19%	$14,151.41	$6,564.57
Perry Family Ltd. Partnership, LLP						100,000		$100,000.00	59.19%	$40,432.60	$18,755.91
Richard A. Lewis & Roberta D. Lewis Trust Dtd. 9-1-93						25,000		$25,000.00	59.19%	$10,108.15	$4,688.98
Richard A. Lewis & Roberta D. Lewis Trust Dtd. 9-1-93						25,000		$25,000.00	59.19%	$10,108.15	$4,688.98
Charles L. Baker Family Trust						25,000		$25,000.00	59.19%	$10,108.15	$4,688.98
TRISTAFF SEARCH						7,500		$7,500.00	59.19%	$3,032.45	$1,406.69
James F. McGuirk II Living Trust						75,000		$75,000.00	59.19%	$30,324.45	$14,066.93


		3,059,700	2,266,297	7,664,571	4,170,000	3,725,676	3,485,800	$10,598,340.33
										$4,285,185.00	$1,987,815.00
		Total	24,372,044
									Cross Check	$4,285,185.00	$1,987,815.00

Schedule 1B

Merger Consideration Allocation to Crossflo Shareholders at Closing

To Allocate and Distribute to All Crossflo Stockholders at Escrow Release:			Ratio Calculation for Escrow Allocation
Stock Consideration	$697,000	100.00%	Total Invested in Preferrred Stock	$10,598,340	100.00%
Cash Consideration	0	0.00%	Merger Consideration at close	$697,000	6.58%
	$697,000	100.00%

Stockholder		Series A Preferred	Series B Preferred	Series C Preferred	Series D Preferred	Series E Preferred	Common	Investment	Exchange Ratio	Stock Consideration at Escrow Release	Cash Consideration at Escrow release
	Price	$.09/sh	$.35/sh	$.50/sh	$.50/sh	$1.00/sh	N/A
Cao	Minh						883,500	N/A	0.00%	$0.00	$0.00
Graham	Katherine						353,400	N/A	0.00%	$0.00	$0.00
Mooney	Brian						353,400	N/A	0.00%	$0.00	$0.00
Mooney	Brian						50,000	N/A	0.00%	$0.00	$0.00
Murphy	David B.						50,000	N/A	0.00%	$0.00	$0.00
Sweeney	Patrick						7,500	N/A	0.00%	$0.00	$0.00
Miera	James						5,000	N/A	0.00%	$0.00	$0.00
Collins	Gary						40,000	N/A	0.00%	$0.00	$0.00
Boone	Maxwell						10,000	N/A	0.00%	$0.00	$0.00
Gordan	Jay						10,000	N/A	0.00%	$0.00	$0.00
Redoglia	Donald						10,000	N/A	0.00%	$0.00	$0.00
Wechsler	Mark						10,000	N/A	0.00%	$0.00	$0.00
Arvantakis	James						10,000	N/A	0.00%	$0.00	$0.00
Susan E. Senn, Trustee, Susan E. Senn Trust dated June 17, 2002							250,000	N/A	0.00%	$0.00	$0.00
Armentrout	John						37,500	N/A	0.00%	$0.00	$0.00
Hartley	Angela						10,000	N/A	0.00%	$0.00	$0.00
Hartley	Angela						15,000	N/A	0.00%	$0.00	$0.00
Ramirez	Joseph B.						150,000	N/A	0.00%	$0.00	$0.00
Redoglia-Ashton Family Trust							150,500	N/A	0.00%	$0.00	$0.00
Kasino	Michael						10,000	N/A	0.00%	$0.00	$0.00
Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999							25,000	N/A	0.00%	$0.00	$0.00
Miller	Jeanne						37,500	N/A	0.00%	$0.00	$0.00
James P. Blasingame and Laurie Blasingame							10,000	N/A	0.00%	$0.00	$0.00
Don and Janie							10,000	N/A	0.00%	$0.00	$0.00
Johnson	Lanny						7,500	N/A	0.00%	$0.00	$0.00
Paul Hyde and Denise Hyde							5,000	N/A	0.00%	$0.00	$0.00
Jeff Trigger and Carolyn Trigger							5,000	N/A	0.00%	$0.00	$0.00
Henning	Joan						5,000	N/A	0.00%	$0.00	$0.00
Louis Katzman and Sarah Katzman							5,000	N/A	0.00%	$0.00	$0.00
Orlikoff	Jamie and Anita						5,000	N/A	0.00%	$0.00	$0.00
Paul Williams and Mary Williams							5,000	N/A	0.00%	$0.00	$0.00
Raymond Linovitz and Carol Linovitz							5,000	N/A	0.00%	$0.00	$0.00
Michael Turk and Patricia Turk							5,000	N/A	0.00%	$0.00	$0.00
Bloom	Alan						2,500	N/A	0.00%	$0.00	$0.00
James Chandler and Sue Chandler							2,500	N/A	0.00%	$0.00	$0.00
Alexander and Susie							2,500	N/A	0.00%	$0.00	$0.00
Skelley	Glenna						2,500	N/A	0.00%	$0.00	$0.00
Jack Shubin and Mary Shubin							2,500	N/A	0.00%	$0.00	$0.00
Stiska	Janet						2,500	N/A	0.00%	$0.00	$0.00
Jeff Lamp and Carolyn Lamp							2,500	N/A	0.00%	$0.00	$0.00
Oury	James						2,500	N/A	0.00%	$0.00	$0.00
Barry Kassar and Avra Kassar							2,500	N/A	0.00%	$0.00	$0.00
John Moreland and Susie Moreland							2,500	N/A	0.00%	$0.00	$0.00
Oury	Peggy						2,500	N/A	0.00%	$0.00	$0.00
Glenn Plummer and Deborah Plummer							2,500	N/A	0.00%	$0.00	$0.00
Richard Brown and Ellen Brown	Richard and Ellen						2,500	N/A	0.00%	$0.00	$0.00
Robertson	Fred						2,500	N/A	0.00%	$0.00	$0.00
Hashemi	Said						2,500	N/A	0.00%	$0.00	$0.00
Bill Sandke and Sue Sandke							2,500	N/A	0.00%	$0.00	$0.00
Shaun T. Alger and Dani Alger							2,500	N/A	0.00%	$0.00	$0.00
Stephen Shoemaker and Denise Shoemaker							2,500	N/A	0.00%	$0.00	$0.00
Spiegler	Frederick						2,500	N/A	0.00%	$0.00	$0.00
The Mohlenbrock Family Trust dated 2/19/1985							130,000	N/A	0.00%	$0.00	$0.00
Lakdawala	Nancy						2,500	N/A	0.00%	$0.00	$0.00
Fenn	Jeff						5,000	N/A	0.00%	$0.00	$0.00
Stiska	John						50,000	N/A	0.00%	$0.00	$0.00
Wagner	Winfield J.						5,625	N/A	0.00%	$0.00	$0.00
Wagner	Winfield J.						4,375	N/A	0.00%	$0.00	$0.00
Hartley	Angela						15,000	N/A	0.00%	$0.00	$0.00
Hartley	Angela						20,000	N/A	0.00%	$0.00	$0.00
Ryan	Michael						60,000	N/A	0.00%	$0.00	$0.00
Ullrich	Randy						60,000	N/A	0.00%	$0.00	$0.00
Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999							25,000	N/A	0.00%	$0.00	$0.00
Walton	Jonathan						5,000	N/A	0.00%	$0.00	$0.00
Lanier, Sr.	Willie E.						20,000	N/A	0.00%	$0.00	$0.00
Greene	Robert						20,000	N/A	0.00%	$0.00	$0.00
Graham	Philip						80,000	N/A	0.00%	$0.00	$0.00
Living Trust of Tom & Mary Waterhouse, UTD 11/6/89							5,000	N/A	0.00%	$0.00	$0.00
Redoglia-Ashton Family Trust							50,000	N/A	0.00%	$0.00	$0.00
Redoglia-Ashton Family Trust							20,000	N/A	0.00%	$0.00	$0.00
Redoglia-Ashton Family Trust							50,000	N/A	0.00%	$0.00	$0.00
1995 Keller Family Trust							50,000	N/A	0.00%	$0.00	$0.00
1995 Keller Family Trust							20,000	N/A	0.00%	$0.00	$0.00
Ryan Investments							20,000	N/A	0.00%	$0.00	$0.00
The Martin Family Trust							25,000	N/A	0.00%	$0.00	$0.00
Hardage	Samuel						50,000	N/A	0.00%	$0.00	$0.00
Hardage	Samuel						50,000	N/A	0.00%	$0.00	$0.00
Stiska	John						50,000	N/A	0.00%	$0.00	$0.00




Susan E. Senn, Trustee, Susan E. Senn Trust Dated June 17, 2002		1,116,000						$100,440.00	6.58%	$6,605.44	$0.00
Breen	Timothy	5,000						$450.00	6.58%	$29.59	$0.00
Hong	Marcus	2,500						$225.00	6.58%	$14.80	$0.00
Ortiz	Terri	2,500						$225.00	6.58%	$14.80	$0.00
Mohlenbrock Family Trust Dated Feb. 19, 1985		1,933,700						$82,263.58	6.58%	$5,410.07	$0.00



Mohlenbrock Family Trust Dated Feb. 19, 1985			102,041					$25,000.00	6.58%	$1,644.13	$0.00
Susan E. Senn, Trustee, Susan E. Senn Trust Dated June 17, 2002			102,041					$25,000.00	6.58%	$1,644.13	$0.00
Collins	Gary		102,041					$35,714.35	6.58%	$2,348.75	$0.00
The 1995 Keller Family Trust			124,490					$43,571.50	6.58%	$2,865.48	$0.00
Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999			142,857					$49,999.95	6.58%	$3,288.25	$0.00
The Harris Family Trust U/D/T 8/23/93			142,857					$49,999.95	6.58%	$3,288.25	$0.00
John Joseph and Eleanor Lee Godfrey Trust dated 3/1/93			71,429					$25,000.15	6.58%	$1,644.14	$0.00
Lori and Keith Edwards Family Trust dated 3/26/96			142,857					$49,999.95	6.58%	$3,288.25	$0.00
Patricia Ann Elam Living Trust dated 8/19/1998			71,429					$25,000.15	6.58%	$1,644.14	$0.00
Wenhe	Paul A.		100,000					$35,000.00	6.58%	$2,301.78	$0.00
John Michael Vaught and Shannon J. Vaught			71,429					$25,000.15	6.58%	$1,644.14	$0.00
Engelman Family Trust dated 5/7/92			71,500					$25,025.00	6.58%	$1,645.77	$0.00
Marquand	Jean L.		100,000					$35,000.00	6.58%	$2,301.78	$0.00
Lanier, Sr.	Willie E.		30,000					$10,500.00	6.58%	$690.53	$0.00
Sweeney	Kim R.		51,020					$17,857.00	6.58%	$1,174.37	$0.00
Sweeney	Patrick		51,021					$17,857.35	6.58%	$1,174.39	$0.00
Redoglia-Ashton Family Trust			428,571					$149,999.85	6.58%	$9,864.74	$0.00
Equity Trust Co., Cust. FBO Joan G. Brown IRA #35462			75000					$26,250.00	6.58%	$1,726.33	$0.00
Martin	Barry M.		285,714					$99,999.90	6.58%	$6,576.49	$0.00



Hardage	Samuel A.			400,000				$200,000.00	6.58%	$13,153.00	$0.00
Redoglia-Ashton Family Trust				250,000				$125,000.00	6.58%	$8,220.63	$0.00
John Michael Vaught and Shannon J. Vaught				28,571				$14,285.50	6.58%	$939.49	$0.00
1995 Keller Family Trust				56,000				$28,000.00	6.58%	$1,841.42	$0.00
Chen	Marie			40,000				$20,000.00	6.58%	$1,315.30	$0.00
Sweeney	Patrick			10,000				$5,000.00	6.58%	$328.83	$0.00
Metcalf	Terry K.			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Susan E. Senn, Trustee, Susan E. Senn Trust Dated June 17, 2002				20,000				$10,000.00	6.58%	$657.65	$0.00
Ryan Investments, LLC				100,000				$50,000.00	6.58%	$3,288.25	$0.00
Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999				50,000				$25,000.00	6.58%	$1,644.13	$0.00
Mohlenbrock Family Trust Dated Feb. 19, 1985				20,000				$10,000.00	6.58%	$657.65	$0.00
Spectrum Electrical Services, Inc.				50,000				$25,000.00	6.58%	$1,644.13	$0.00
Patricia Ann Elam Living Trust dated 8/19/1998				40,000				$20,000.00	6.58%	$1,315.30	$0.00
Tribolet Family Trust dated August 12, 1993				50,000				$25,000.00	6.58%	$1,644.13	$0.00
Redoglia	Douglas			80,000				$40,000.00	6.58%	$2,630.60	$0.00
Goodin	William A.			100,000				$50,000.00	6.58%	$3,288.25	$0.00
Miller Family Trust dated 4/30/82				50,000				$25,000.00	6.58%	$1,644.13	$0.00
Collini	Kenneth D.			40,000				$20,000.00	6.58%	$1,315.30	$0.00
Richard S. Brklacich and Andrea Alderson				60,000				$30,000.00	6.58%	$1,972.95	$0.00
Murphy	David B.			500,000				$250,000.00	6.58%	$16,441.25	$0.00
Allred Family Living Trust				100,000				$50,000.00	6.58%	$3,288.25	$0.00
Kelley Living Trust dated November 22, 1988				50,000				$25,000.00	6.58%	$1,644.13	$0.00
Whitlock	Sandra L.			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Piazza	David V. and Rosemarie			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Fricke	James C.			100,000				$50,000.00	6.58%	$3,288.25	$0.00
Sullivan	Timothy J.			60,000				$30,000.00	6.58%	$1,972.95	$0.00
John D. Benelli and S. Tracy Benelli				50,000				$25,000.00	6.58%	$1,644.13	$0.00
Jensen Family Trust of 2001				100,000				$50,000.00	6.58%	$3,288.25	$0.00
Curran	John J.			40,000				$20,000.00	6.58%	$1,315.30	$0.00
Curran	John M.			200,000				$100,000.00	6.58%	$6,576.50	$0.00
Funderburk	William W.			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Walsh	Michael			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Foley	William			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Silvay	Robert			100,000				$50,000.00	6.58%	$3,288.25	$0.00
Equity Trust Co., Cust. FBO Joan G. Brown IRA #35462				50,000				$25,000.00	6.58%	$1,644.13	$0.00
Jonke	Robert S.			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Cardelfe	Michael			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Kilkenny	Rita M.			25,000				$12,500.00	6.58%	$822.06	$0.00
Kilkenny	Michael T.			25,000				$12,500.00	6.58%	$822.06	$0.00
Slovenski	Richard			60,000				$30,000.00	6.58%	$1,972.95	$0.00
Smith	Christopher P.			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Gerald T. Mohr Defined Benefit Pension Plan				80,000				$40,000.00	6.58%	$2,630.60	$0.00
Whitmore	David D.			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Vanderweghe, Jr.	George William			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Metcalf	Terry K.			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Enstice	E. Thomas			220,000				$110,000.00	6.58%	$7,234.15	$0.00
Kilkenny	Rita M.			10,000				$5,000.00	6.58%	$328.83	$0.00
Kilkenny	Michael T.			10,000				$5,000.00	6.58%	$328.83	$0.00
Wenhe	Paul A.			50,000				$25,000.00	6.58%	$1,644.13	$0.00
DiCello	The DiCello Trust			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Orlando	Michael P. Orlando Family Trust of 1995 dated 12/14/1995 as Amended and Restated 12/8/1999			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Jacobs	Peter			150,000				$75,000.00	6.58%	$4,932.38	$0.00
Goodwin	Douglas G.			60,000				$30,000.00	6.58%	$1,972.95	$0.00
David B. Duffie Trust UA dated 5/22/97				10,000				$5,000.00	6.58%	$328.83	$0.00
Miera	James D.			50,000				$25,000.00	6.58%	$1,644.13	$0.00
The DiCello Trust				50,000				$25,000.00	6.58%	$1,644.13	$0.00
Graham	James D.			100,000				$50,000.00	6.58%	$3,288.25	$0.00
Breckinridge	James R.			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Mary Miller and Tyler Miller III				10,000				$5,000.00	6.58%	$328.83	$0.00
Miller	Grant Matthew			20,000				$10,000.00	6.58%	$657.65	$0.00
Arlin Yrastorza and Tim Yrastorza				10,000				$5,000.00	6.58%	$328.83	$0.00
Davied Benson and Lauren Benson				10,000				$5,000.00	6.58%	$328.83	$0.00
Louanna E. Reithner Robeson, Trustee, Reithner Family Trust				50,000				$25,000.00	6.58%	$1,644.13	$0.00
Robert H. Robeson, Trustee, Robert Revocable Trust UA 08-29-78				50,000				$25,000.00	6.58%	$1,644.13	$0.00
Allred Family Living Trust				100,000				$50,000.00	6.58%	$3,288.25	$0.00
MLPFS Cust. FBO Richard Redoglia				100,000				$50,000.00	6.58%	$3,288.25	$0.00
David V. Piazza and Rosemarie Piazza				50,000				$25,000.00	6.58%	$1,644.13	$0.00
Patricia Ann Elam Living Trust dated 8/19/1998				100,000				$50,000.00	6.58%	$3,288.25	$0.00
Collini	Kenneth D.			30,000				$15,000.00	6.58%	$986.48	$0.00
Jenkins	Mark Philip			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Kane	Richard E.			200,000				$100,000.00	6.58%	$6,576.50	$0.00
The DiCello Trust				150,000				$75,000.00	6.58%	$4,932.38	$0.00
Wechsler	Mark			20,000				$10,000.00	6.58%	$657.65	$0.00
Arvantakis	James			30,000				$15,000.00	6.58%	$986.48	$0.00
Redoglia	Douglas			40,000				$20,000.00	6.58%	$1,315.30	$0.00
Jeffrey Baird, TTE US Dtd. 05-19-1995				50,000				$25,000.00	6.58%	$1,644.13	$0.00
J. Robert Collins, Jr.				100,000				$50,000.00	6.58%	$3,288.25	$0.00
Davanon	Jeffrey			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Graham	Theodore W.			50,000				$25,000.00	6.58%	$1,644.13	$0.00
Ascher	Robert J.			100,000				$50,000.00	6.58%	$3,288.25	$0.00
Enstice	E. Thomas			230,000				$115,000.00	6.58%	$7,562.98	$0.00
First Regional Bank, FBO Rand P. Mulford IRA #005888				50,000				$25,000.00	6.58%	$1,644.13	$0.00
Estate of Richard C. Schmitz				200,000				$100,000.00	6.58%	$6,576.50	$0.00
Schmitz	Janet G.			100,000				$50,000.00	6.58%	$3,288.25	$0.00
Brett Clare and Amy Clare				50,000				$25,000.00	6.58%	$1,644.13	$0.00
H.A. Zoehrer, Successor Trustee Survivor's Trust, Zoehrer Family Trust U/A Dtd. 2/9/1989				50,000				$25,000.00	6.58%	$1,644.13	$0.00
American Express Trust Company as Custodian for Keith C. Edwards IRA SPS A/C #5227-8496-6-02				50,000				$25,000.00	6.58%	$1,644.13	$0.00
Smith	Robert C.			20,000				$10,000.00	6.58%	$657.65	$0.00
Anthony P. Chianese and Margaret A. Chianese				20,000				$10,000.00	6.58%	$657.65	$0.00
Blanchard	Robert L.			10,000				$5,000.00	6.58%	$328.83	$0.00
Murphy	David B.			450,000				$225,000.00	6.58%	$14,797.13	$0.00
Travis D. and Lisa M.				20,000				$10,000.00	6.58%	$657.65	$0.00
Joseph M. Dugan and Jeanene A. Dugan				30,000				$15,000.00	6.58%	$986.48	$0.00
The Martin Family Trust				60,000				$30,000.00	6.58%	$1,972.95	$0.00
USB Financial Services CDN FBO Michael Malsh				100,000				$50,000.00	6.58%	$3,288.25	$0.00
Dean Howard Reese and Dran May Reese, Trustees of The Reese Family Trust dtd. 10/23/2006				60,000				$30,000.00	6.58%	$1,972.95	$0.00
Joseph M. Dugan and Jeanene A. Dugan				150,000				$75,000.00	6.58%	$4,932.38	$0.00
McHugh	Martin G.			10,000				$5,000.00	6.58%	$328.83	$0.00
Redoglia-Ashton Family Trust				190,000				$95,000.00	6.58%	$6,247.68	$0.00




Kirshner	Howard				200,000			$100,000.00	6.58%	$6,576.50	$0.00
Aurilia	Ralph				100,000			$50,000.00	6.58%	$3,288.25	$0.00
Perkins	David A.				100,000			$50,000.00	6.58%	$3,288.25	$0.00
Smith	Kyle B.				50,000			$25,000.00	6.58%	$1,644.13	$0.00
Delay	Tim				50,000			$25,000.00	6.58%	$1,644.13	$0.00
Aurilia	Jerry				100,000			$50,000.00	6.58%	$3,288.25	$0.00
Paul A. Wenhe and Jean L. Marquand					50,000			$25,000.00	6.58%	$1,644.13	$0.00
Thompson	Robert				200,000			$100,000.00	6.58%	$6,576.50	$0.00
Travis D. Arends and Lisa M. Arends					10,000			$5,000.00	6.58%	$328.83	$0.00
Dugan	Joseph J.				10,000			$5,000.00	6.58%	$328.83	$0.00
Dugan	James M.				10,000			$5,000.00	6.58%	$328.83	$0.00
LoPiccolo	Anne L.				10,000			$5,000.00	6.58%	$328.83	$0.00
Dugan	Thomas M.				10,000			$5,000.00	6.58%	$328.83	$0.00
Dugan	Daniel P.				10,000			$5,000.00	6.58%	$328.83	$0.00
Dugan	Mary E.				10,000			$5,000.00	6.58%	$328.83	$0.00
Gerald T. Mohr Defined Benefit Pension Plan					100,000			$50,000.00	6.58%	$3,288.25	$0.00
Winchester Partners Pension Plan UA Dtd. 5/21/01 FBO K. Monaghan					100,000			$50,000.00	6.58%	$3,288.25	$0.00
Tidwell II	John W.				100,000			$50,000.00	6.58%	$3,288.25	$0.00
Winchester Partners					100,000			$50,000.00	6.58%	$3,288.25	$0.00
Jerry M. Harris and Susan G. Harris JT WROS					100,000			$50,000.00	6.58%	$3,288.25	$0.00
Aden	Gary				100,000			$50,000.00	6.58%	$3,288.25	$0.00
Ronald G. and Coralyn L. Summers, Trustees of The Summers Family Trust dtd. 2/4/86					100,000			$50,000.00	6.58%	$3,288.25	$0.00
Enstice Family Trust, E. Thomas Enstice, Trustee, Morgan Stanley					2,140,000			$1,070,000.00	6.58%	$70,368.56	$0.00
Stiska	John				50,000			$25,000.00	6.58%	$1,644.13	$0.00
Ernest Hite and Terry Hite					50,000			$25,000.00	6.58%	$1,644.13	$0.00
Morgan Stanley & Co., as Custodian FBO Thomas H. Cifaloglio IRA					260,000			$130,000.00	6.58%	$8,549.45	$0.00
DeClare Investments Corp.					50,000			$25,000.00	6.58%	$1,644.13	$0.00





Tidwell II	John W.					25,000		$25,000.00	6.58%	$1,644.13	$0.00
Stanziale	Bruno A.					50,000		$50,000.00	6.58%	$3,288.25	$0.00
Knittig Family Investments, LLC						50,000		$50,000.00	6.58%	$3,288.25	$0.00
Adipietro	Joseph Jeffrey					150,000		$150,000.00	6.58%	$9,864.75	$0.00
Breckinridge	James R.					10,000		$10,000.00	6.58%	$657.65	$0.00
Viola	Vincent J.					750,000		$750,000.00	6.58%	$49,323.76	$0.00
Salomon	David					250,000		$250,000.00	6.58%	$16,441.25	$0.00
Crane-Baker	James					100,000		$100,000.00	6.58%	$6,576.50	$0.00
Murphy	David					100,000		$100,000.00	6.58%	$6,576.50	$0.00
D Graham, L.C., a Virginia Limited Liability Company						750,000		$750,000.00	6.58%	$49,323.76	$0.00
EC-One, Inc.						848,176		$848,176.00	6.58%	$55,780.31	$0.00
Living Trust of Tom Williams Waterhouse and Mary Maurine Waterhouse, UTD 11/6/89						25,000		$25,000.00	6.58%	$1,644.13	$0.00
Orlikoff	James E.					50,000		$50,000.00	6.58%	$3,288.25	$0.00
Morgan Stanley DW Inc., Custodian FBO George Miller IA 8/14/92						200,000		$200,000.00	6.58%	$13,153.00	$0.00
Slovenski	Richard					50,000		$50,000.00	6.58%	$3,288.25	$0.00
Harrison	Eric A.					25,000		$25,000.00	6.58%	$1,644.13	$0.00
Nonaka	Makoto					35,000		$35,000.00	6.58%	$2,301.78	$0.00
Perry Family Ltd. Partnership, LLP						100,000		$100,000.00	6.58%	$6,576.50	$0.00
Richard A. Lewis & Roberta D. Lewis Trust Dtd. 9-1-93						25,000		$25,000.00	6.58%	$1,644.13	$0.00
Richard A. Lewis & Roberta D. Lewis Trust Dtd. 9-1-93						25,000		$25,000.00	6.58%	$1,644.13	$0.00
Charles L. Baker Family Trust						25,000		$25,000.00	6.58%	$1,644.13	$0.00
TRISTAFF SEARCH						7,500		$7,500.00	6.58%	$493.24	$0.00
James F. McGuirk II Living Trust						75,000		$75,000.00	6.58%	$4,932.38	$0.00


		3,059,700	2,266,297	7,664,571	4,170,000	3,725,676	3,485,800	10,598,340.33
										$697,000.00	$0.00
		Total	24,372,044
									Cross Check	$697,000.00	$0.00

California	0-22182	84-1070278
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	Patriot Scientific Corporation (Registrant)

Date: August 8, 2008	By:	/s/ Clifford L. Flowers
		Clifford L. Flowers, Chief Financial Officer

Form of Exchange Agent Instructions	Exhibit A
Form of Letter of Transmittal	Exhibit B
Form of Escrow Agreement	Exhibit C
Form of Investment Representation Certificate	Exhibit D

	Very truly yours,

	PATRIOT SCIENTIFIC CORPORATION


	By: _____________________________________
	Name: ___________________________________
	Title: ____________________________________


	CROSSFLO SYSTEMS, INC.

	By: _____________________________________
	Name: ___________________________________
	Title: ____________________________________
Accepted as of [________ __] , 2008



	[Exchange Agent]

	By: _____________________________________
	Name: ___________________________________
	Title: ____________________________________

	Patriot

	By: ____________________________________
	Name: ____________________________________
	Title: ____________________________________

	Crossflo

	By: ____________________________________
	Name: ____________________________________
	Title: ____________________________________


	ESCROW AGENT:

	UNION BANK OF CALIFORNIA, N.A.


	By: ____________________________________
	Name: ____________________________________
	Title: ____________________________________

Date of report (Date of earliest event reported)	August 5, 2008

6183 Paseo Del Norte, Suite 180, Carlsbad, CA 92011
	(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code	760-547-2700

		Page No.

ARTICLE I THE MERGER		1
1.1	The Merger	1
1.2	Effective Time	1
1.3	Effects of the Merger	2
1.4	Articles of Incorporation and Bylaws	2
1.5	Directors and Officers of the Surviving Corporation	2
ARTICLE II CONVERSION OF SECURITIES		3
2.1	Merger Consideration ; Conversion of Capital Stock	3
2.2	Allocation and Disbursement of Merger Consideration	3
2.3	Fractional Shares; Adjustments	3
2.4	Exchange of Certificates	4
2.5	Escrow Account	7
2.6	Dissentin g Shares	8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PATRIOT AND SUBCORP		8
3.1	Organization and Standing	8
3.2	Corporate Power and Authority	9
3.3	Conflicts; Consents and Approvals	9
3.4	S ubcorp	10
3.5	Actions	10
3.6	Financial Ability	10
3.7	Capitalizatio n of Patriot and Subcorp	10
3.8	Subsidiaries	11
3.9	Brokerage and Finders ’ Fees	11
3.10	Board Recommendation; Required Vote	11
3.11	Patriot SEC Documents	12
3.12	Books and Records	12
3.13	No Undisclosed Liabilities	13
3.14	No Material Adverse Change	13
3.15	Disclo sure	13
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CROSSFLO		13
4.1	Organization and Standing	14
4.2	Subsidiaries	14
4.3	Corporate Power and Authority	14
4.4	Capitalization of Crossflo	15
4.5	Conflicts; Consents and Approvals	15
4.6	Brokerage and Finders ’ Fees	16
4.7	Books and Records; Financial Statements	16
4.8	Compliance with Law	17
4.9	Actions	17
4.10	No Material Adverse Change	17
4.11	Taxes	17
4.12	Intellectual Property	20

		Page No.

4.13	Title to Assets and Properties	21
4.14	Employee Benefit Plans	22
4.15	Contracts	24
4.16	Labor Matters	26
4.17	Undisclosed Liabilities	27
4.18	Operation of Cr ossflo ’ s Business; Relationships	27
4.19	Permits	27
4.20	Real Property	27
4.21	Environmental Matters	28
4.22	Board Recommendation	29
4.23	Accounts Receivable	29
4.24	Insurance	29
4.25	Product Warranty	30
4.26	Data Protection Matters	30
4.27	Foreign Corrupt Practices Act	30
4.28	Disclosure	31
ARTICLE V COVENANTS OF THE PARTIES		31
5.1	Mutual Covenants	31
5.2	Covenants of Patriot	33
5.3	Covenants o f Crossflo	36
ARTICLE VI CONDITIONS		41
6.1	Conditions to the Obligations of Each Party	41
6.2	Conditions to Obligations of Crossflo and the Crossflo Principal Stockholders	42
6.3	Conditions to Obligations of Patriot and Subcorp	42
ARTICLE VII TERMINATION AND AMENDMENT		43
7.1	Termination	43
7.2	Effect of Termination	44
7.3	Termination Fee	44
7.4	Payment of Termination Fee	44
ARTICLE VIII GENE RAL SURVIVAL; INDEMNIFICATION		45
8.1	Survival of Representations and Warranties	45
8.2	Indemnification	45
8.3	Insurance Recoveries	45
ARTICLE IX MISCELLANEOUS		48
9.1	Notices	48
9.2	Interpretation	48
9.3	Counterparts	50
9.4	Entire Agreement	50
9.5	Third-Party Beneficiaries	50
9.6	Governing Law; Venue	50
9.7	Arbitration	51
9.8	Specific Performance	51

		Page No.

9.9	Assignment	51
9.10	Expenses	51
9.11	Severability	51
9.12	Letter of Intent	51
9.13	Amendment	51

Merger Consideration Allocation per Crossflo Stockholder	Schedule 1
Calculation and Allocation of Closing Merger Consideration	Schedule 1A
Calculation of Escrow Merger Consideration	Schedule 1B
Required Consents	Schedule 6.3(e)

Acceptance and Set-up Fee: (Due and payable on the closing date.)	WAIVED
Annual Escrow Administration Fee: (First year’s fee is due and payable in advance on the closing date)	$ 3,000.00
Legal Counsel Fee: (use of Union Bank in-house legal counsel)	No Charge
Transactional Charges: Disbursements / wires (each): Investments (per sale/purchase/transfer):	$ 35.00 $ 60.00
Out-of-Pocket Expenses:	As Invoiced

Certificate Number	Number of Shares





TOTAL SHARES SURRENDERED:


Signature of Owner		Signature of Joint Owner