Agreement Between Patriot Scientific Corporation and Technology Properties Limited LLC Regarding MMP Program Vendor Transition

 Exhibit 10.8

Confidential treatment has been requested for portions of this document indicated by [***], which portions are filed separately with the Commission.

AGREEMENT

This Agreement is entered into by and between PATRIOT SCIENTIFIC CORPORATION (“PTSC”), and TECHNOLOGY PROPERTIES LIMITED LLC (“TPL”) hereinafter sometimes collectively referred to as the “Parties”.

WHEREAS, it is in the mutual interest of the Parties to facilitate the selection of a new MMP Program Vendor by PTSC to replace TPL; and,

WHEREAS, the following collateral undertakings between the parties may expedite that process.

NOW THEREFORE, for and in consideration of the mutual covenants herein contained as well as other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, it is covenanted and agreed by and between the Parties that:

1.1. the delta of the maximum legal rate between a delinquency interest rate agreed upon by PDS and Alliacense and an annual interest rate of [***] agreed to by PDS and TPL shall be charged against TPL’s share of distributions.

2. Until TPL has resolved its dispute with [***], TPL will guarantee the payment to the vendor (Alliacense) of the excess of balances over [***] up to an additional [***].

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of 6th July, 2012.