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                         PATRIOT SCIENTIFIC CORPORATION

                                   FORM 10-KSB

                                EXHIBIT NO. 10.18

        TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT DATED JUNE 23, 1997
                 BETWEEN THE COMPANY AND SUN MICROSYSTEMS, INC.



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                               TECHNOLOGY LICENSE
                           AND DISTRIBUTION AGREEMENT

        This Technology License and Distribution Agreement (the "Agreement") is
entered into this 23rd day of June, 1997 (the "Effective Date") between Sun
Microsystems, Inc., acting by and through its JavaSoft organization ("Sun") with
its principal place of business at 2550 Garcia Avenue, Mountain View, California
94043 and Patriot Scientific Corporation, a Delaware corporation with its
principal place of business at 10989 Via Frontera, San Diego, CA 92127
("Licensee").

                                    RECITALS

        WHEREAS Sun wishes to license its JavaOS technology, while maintaining
compatibility among JAVA language-based products; and

        WHEREAS Sun wishes to protect and promote certain trademarks used in
connection with its JavaOS and JAVA technologies; and

        WHEREAS Licensee wishes to develop and distribute products based upon
Sun's JavaOS technology;

        NOW THEREFORE, Sun and Licensee enter into this Technology Licensing and
Distribution Agreement on the following terms.

1.  DEFINITIONS

        1.1.    "Applet Application Programming Interface" or "AAPI" means the
                public application programming interface to the JavaOS
                Environment reflected in the Technology as identified in Exhibit
                A, the bytecode specification in the Documentation entitled
                "Java Virtual Machine Specification" and by the Java language
                specification in the Documentation entitled "Java Language
                Specification" and as modified by JavaSoft during the term of
                this Agreement, including all public class libraries and
                interfaces.

        1.2.    "Applet" means a Java application which (i) runs on the AAP I
                and (ii) consists of Java byte codes executable by the Java
                Runtime Interpreter (but does not include or incorporate the
                Java Runtime Interpreter).

        1.3.    "Derivative Work(s)" means: (i) for material subject to
                copyright or mask work right protection, any work which is based
                upon one or more pre-existing works of the Technology, such as a
                revision, modification, translation, abridgment, condensation,
                expansion, collection, compilation or any other form in which
                such pre-existing works may be recast, transformed or adapted,
                (ii) for patentable or patented materials, any adaptation,
                subset, addition, improvement or combination of the Technology,
                and (iii) for material subject to trade secret protection, any
                new material, information or data relating to and derived from
                the Technology, including new material which may be protectable
                by copyright, patent or other proprietary rights, and, with
                respect to each of the above, the preparation, use and/or
                distribution of which, in the absence of this Agreement or other
                authorization from the owner, would constitute infringement
                under applicable law. Notwithstanding the above, Derivative Work
                shall not mean or include changes, modifications, revisions,
                alterations, additions, improvements, or the like, to the PSC
                1000 family of processor chips or related hardware of Licensee,
                or any other processor chip or hardware listed on Exhibit B
                hereto, made by Licensee to accommodate the Technology.

        1.4.    "Documentation" means the documentation which JavaSoft provides
                for use with the Technology, as more particularly identified in
                Exhibit A.ll.



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        1.5.    "Field of Use" means the relevant market segments and/or product
                areas identified in Exhibit B.

        1.6.    "JavaOS Classes" means the JavaOS classes listed in Exhibit
                A.l.a.

        1.7.    "JavaOS Environment' means the combination of the JavaOS Runtime
                Interpreter and the JavaOS Classes.

        1.8.    "JavaOS Runtime Interpreter" means the program which implements
                the Java Virtual Machine, as specified in the Java Virtual
                Machine Specification, without the need for a desktop-style
                operating system, i.e., directly on bare silicon. The JavaOS
                Runtime Interpreter consists of the Shared Part and the Platform
                - Dependent Part.

        1.9.    "Licensee Open Classes" means additional Java classes developed
                by Licensee which represent extensions to the AAPI, and which
                are made available to third parties in either source or binary
                form to use in the development of additional software which
                outputs Java bytecodes and/or runs on a Java compatible Runtime
                Interpreter.

        1.10.   "Permitted Derivative Work(s)" means Derivative Works made by or
                for Licensee that constitute Product(s), Licensee Open Classes,
                Licensee-implemented modifications to the Platform Dependent
                Part of the Technology and Licensee-implemented modifications to
                the Shared Part of the Technology to the extent authorized in
                Exhibit G.

        1.11.   "Platform Dependent Part" means those Source Code files and
                corresponding binary code of the JavaOS Environment which are
                not in a "share" directory or subdirectory thereof.

        1.12.   "Product(s)" means a Licensee product into which the Technology
                is integrated in whole or in part. A "Product" must: (i) have a
                principal purpose which is substantially different from that of
                the stand - alone JavaOS Environment; (ii) represent a
                significant functional and value enhancement to the JavaOS
                Environment; (iii) operate in conjunction with the JavaOS
                Environment; and (iv) not be marketed as a technology which
                replaces or substitutes for the JavaOS Environment. A current
                list of Product(s) is specified in Exhibit B, which may be
                amended by Licensee to add Product(s) from time to time. A
                microprocessor with the binary of the JavaOS software burned
                into the memory thereof shall qualify as a Product for purposes
                of this Agreement.

        1.13.   "Shared Part" means those Source Code files and corresponding
                binary code of the JavaOS Environment which are in any 'share"
                directory or subdirectory thereof.

        1.14.   "Source Code" means the human readable version, in whole or in
                part, of the Technology whether supplied by JavaSoft or any
                other entity, and any corresponding comments and annotations.

        1.15.   "Technology" means the JavaOS Runtime Interpreter, and the
                JavaOS Classes developed by Sun, as more particularly identified
                in Exhibit A, and Updates thereto to the extent that Licensee is
                entitled to receive them hereunder.

        1.16.   "Trademarks" means all names, logos, designs, characters, and
                other designations or brands used by JavaSoft in connection with
                the Technology.

        1.17.   "Updates" means bug fixes, modifications, variations,
                enhancements, to the extent included in a patch or dot release
                of the Technology which JavaSoft generally licenses as part of
                the Technology.



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2.  LICENSE GRANTS

    2.1.Source Code License.

        Subject to the terms and conditions contained in this Agreement and
           subject to Licensee's payments specified in Exhibit C, Sun hereby
           grants to Licensee, under and to the extent of Sun's Intellectual
           Property Rights and solely for the Field(s) of Use specified in
           Exhibit B, a perpetual, worldwide, non-exclusive, non-transferable
           license, without the right to sublicense (except as specified in
           Section 2.1b(iii)), to: (i) use the Source Code for internal
           development and porting purposes, (ii) modify the Source Code to
           create Derivative Works (provided that Licensee shall be limited
           solely to creating Derivative Works that constitute product(s),
           Licensee Open Classes, and Licensee - implemented modifications to
           the Platform Dependent Part ("Permitted Derivative Works")), and
           (iii) compile the Source Code and Permitted Derivative Works thereof.

        Licensee shall have no right to modify or subset the AAPI or to modify
           the functional behavior of the JavaOS Runtime Interpreter. Licensee
           may use the Source Code of the Shared Part of the JavaOS Environment
           to develop Product(s), Licensee Open Classes, and Licensee -
           implemented modifications to the Platform Dependent Part, but if it
           uses such Source Code, it must use all of it without modification,
           except as set forth in Exhibit G.

        Except as specified in Section 2.1b(iii), Licensee shall have no right
           to distribute the Source Code of the Technology or of Derivative
           Works.

        Porting.

        Licensee may port the Platform Dependent Part to platforms other than
               those specified in Exhibit C.

        Sun will work with Licensee to identify any changes which are necessary
           to the Shared Part of the JavaOS Runtime Interpreter to allow porting
           it to other platforms, and Sun will use reasonable efforts to
           evaluate the feasibility of implementing such changes or
           reclassifying the necessary code as Platform Dependent. Licensee may
           sublicense and deliver a copy of the Source Code of the Technology to
           third parties (i) only in association with the delivery and
           sublicensing of Licensee Products, (ii) solely for the purpose of
           enabling such third party to port or localize Products for Licensee,
           and (iii) only with Sun's prior written approval. Any such sublicense
           shall be made subject to terms and conditions relating to ownership,
           use, compatibility, and confidentiality of the Technology
           substantially similar to those contained herein.

         Bug Fixes. Licensee will inform Sun promptly, and no later than it
           informs any third party, of any bugs identified in the Technology,
           and to the extent that Licensee elects to correct such bugs, Licensee
           will make the Source Code of such bug fixes promptly available to Sun
           free of all restrictions as they are implemented.

    2.2. Binary Code License.

        Sun hereby grants Licensee, under and to the extent of Sun's
           Intellectual Property Rights, a non-exclusive, worldwide, fully paid
           up license to make, use and reproduce an unlimited number of copies
           of the Technology in binary form, for Licensee's internal use during
           the term of this Agreement.

           Worldwide Distribution. Sun hereby grants Licensee a worldwide,
               nonexclusive license to distribute the Product(s) incorporating
               the Technology solely in binary form. Licensee may use such
               distribution channels as Licensee deems appropriate, including
               distributors, resellers, dealers and sales representatives
               (collectively, "Distributors"), provided however, that such
               Distributors shall not modify the Technology (other than the
               drivers thereof), and shall be obligated to abide by the relevant
               terms in this Agreement governing use, distribution,
               compatibility, and confidentiality.



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    2.3.Documentation.

           Sun hereby grants to Licensee, under and to the extent of Sun's
               Intellectual Property Rights, a non-exclusive, non-transferable
               license to: (I) use the Documentation for internal development
               purposes, (ii) copy, use and modify the Documentation to create
               technically accurate Licensee documentation (which must include
               all the relevant Sun copyrights, notices, and marks), (iii)
               translate the Documentation into other languages, and (iv)
               distribute such translated or modified Documentation in
               connection with distribution of the Product(s). Licensee may also
               use a pointer to the Sun Documentation on the Internet in
               connection with distribution of the Product(s).

    2.4.Compatibility.

           JavaOS Compatibility.

           From time to time, Sun will make available test suites at no cost for
               validating that the portion of Licensee's Product which
               interprets Java bytecodes complies with the then - current
               Specification of the JavaOS Technology as defined by Sun as of
               the date of that test suite ("JavaOS Test Suite"). Sun shall use
               reasonable efforts to review any changes to such JavaOS Test
               Suites as much in advance as possible with Licensee, but failure
               of Sun to do so shall not constitute a breach of this Agreement
               and shall not invalidate any such JavaOS Test Suite published by
               Sun.

           Each revision of a Product released by Licensee must pass a JavaOS
               Test Suite that was current within one hundred twenty (120) days
               before First Customer Shipment of such revision of such Product.
               Licensee shall not release or distribute to any third party the
               portion of Licensee's Product that interprets Java bytecodes,
               which does not successfully pass such JavaOS Test Suite. In the
               event that Licensee elects to use a version of the Technology
               that is newer than that which is required under this Section,
               Licensee agrees to pass the JavaOS Test Suite that corresponds to
               such newer version.

           If  Licensee provides Sun with written notice of the existence of a
               bug in a current JavaOS Test Suite, Licensee shall be released
               from compatibility with the minimum portion of such JavaOS Test
               Suite necessary to avoid the impact of such bug, until such time
               as Sun provides to Licensee a corrected or new JavaOS Test Suite.

           Applet Tag Compatibility. Any Product that reads or writes hypertext
               markup language (HTML) or standard generalized markup language
               (SGML) shall use the Document Type Definition ("DTD") as
               specified in Exhibit E when referencing the Applet tag, unless
               another DTD is defined for the Applet tag by an industry
               standard.

           Branding and Trademarks. Licensee shall use a logo specified by Sun
               that indicates compatibility with the JavaOS Test Suites (the
               "Compatibility Logo") in a trademark manner on all Licensee
               Product(s) distributed hereunder. The terms and conditions
               governing the parties' agreement as to trademarks, logos, and
               branding shall be governed by the Trademark License entered into
               herewith, attached as Exhibit F hereto, and incorporated by
               reference herein.

    2.5.Licensee Open Classes.

           Licensee shall deliver to Sun free of all restrictions the
               specification for the application programming interface for each
               Licensee Open Class as early as is reasonably possible but in no
               event later than the date on which it first provides such
               specification or an implementation thereof to any third party.
               Included in such specification shall be an appropriate test suite
               sufficiently detailed to allow Sun and third parties to produce
               implementations compatible with the 



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               specification. Licensee shall use its reasonable commercial
               efforts to clarify and correct the specification or the test
               suite upon written request by Sun and failure to do so within
               sixty (60) days after such request shall constitute breach of
               this Agreement.

           Licensee shall notify Sun as soon as it has made any general
               disclosure (i.e., not subject to confidentiality obligations) of
               such specification, or first releases a Product implementing such
               specification, after which Sun shall have no obligation of
               confidentiality whatsoever with respect to such specification.
               Licensee agrees that it will take no steps whatsoever to prevent
               Sun or any third party from creating independent and compatible
               implementations based on such specification, provided that such
               implementations do not violate Licensee's patents, copyrights or
               trade secrets in Licensee's implementation of the Licensee Open
               Classes (i.e., Licensee agrees that it will not enforce copyright
               or patent claims that relate to interface or compatibility with
               such specification).

           Licensee shall confine the names of all Licensee Open Classes to
               names beginning with "COM. Licensee" or such other convention as
               Sun may reasonably require and shall not modify or extend the
               names of public class or interface declarations whose names begin
               with "Java", "COM.sun" or their equivalents in any subsequent
               naming convention. Licensee will make reasonable commercial
               efforts to ensure that other commercial software packages which
               it redistributes conform to this convention.

           Licensee hereby grants Sun a non-exclusive, worldwide, fully - paid -
               up license to use an unlimited number of copies of the Licensee
               Open Classes, in binary form, for Sun's internal use, such use
               including but not limited to demonstration rights. Licensee
               agrees to reasonably negotiate in good faith with Sun the terms
               of a commercial license for the source code of the Licensee Open
               Classes. The parties agree that the FEES and other terms and
               conditions of this Agreement are a reasonable standard against
               which to judge such a license on a proportionate basis comparing
               the scope and complexity of the portion of the Licensee Open
               Class being licensed to the scope and complexity of the
               Technology.

    2.6.   Ownership.

           Ownership by Sun. Sun retains all right, title and interest in the
               Technology, Documentation, Updates, bug fixes, Trademarks, and
               Derivative Works, (except for Permitted Derivative Works) and
               associated Intellectual Property Rights. Licensee agrees to
               execute (in recordable form where appropriate) any instruments
               and/or documents as Sun may reasonably request to verify and
               maintain Sun's ownership rights, or to transfer any part of the
               same which may vest in Licensee for any reason. Licensee further
               agrees to promptly deliver to Sun any in source code form
               Derivative Works (except for Permitted Derivative Works) of the
               Technology created by Licensee pursuant to and during the term of
               this Agreement. Sun shall have no obligations of confidentiality
               to Licensee for such Derivative Works, nor shall Sun be obligated
               to incorporate any such Derivative Works into the Technology.

           Ownership by Licensee. Licensee retains all right, title and interest
               in Permitted Derivative Works created by Licensee pursuant to and
               during the term of this Agreement, subject to Sun's underlying
               rights in the Technology and associated Intellectual Property
               Rights identified in Section 2.6a. Licensee further retains all
               right, title and interest in all changes, modifications,
               revisions, alterations, additions, improvements, or the like, to
               the PSC 1000 family of processor chips or related hardware of
               Licensee, or any other processor chip or hardware listed on
               Exhibit B hereto, made by Licensee to accommodate the Technology.

     2.7.  Protection of Sun's Rights. Licensee shall use, modify and practice
           the Technology and manufacture, market, distribute and sell
           Product(s), Licensee Open Classes, and Licensee - implemented
           modifications to the Platform - Dependent Part of the JavaOS Runtime
           Interpreter only in a manner consistent with the terms of this
           Agreement, and only in a manner reasonably 



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           designed not to jeopardize or prejudice Sun's Intellectual Property
           Rights, including trademarks, trade dress and service marks, and
           other proprietary rights.

     2.8.  No Other Grant. Each party agrees that this Agreement does not grant
           any right or license, under any Intellectual Property Rights of the
           other party, or otherwise, except as expressly provided in this
           Agreement, and no other right or license is to be implied by or
           inferred from any provision of this Agreement or by the conduct of
           the parties.

     2.9.  Pre - Release. Licensee may release Product(s) based on the pre - FCS
           Technology licensed by Sun hereunder only for beta testing purposes.

3.0 SUPPORT AND UPDATES

           3.1 During the Support Period (as defined below), Sun shall provide
           to Licensee under the terms and conditions of this Agreement, Updates
           for the platforms specified in Exhibit C when and if any such Updates
           are made available by Sun to any commercial licensee similarly
           situated.

           3.2 Subject to payment of the fee specified in Exhibit C (3b), Sun
           shall assign the equivalent of one (1) half-time engineer to be
           available via phone, electronic mail and/or scheduled appointment
           during regular business hours to support Licensee, from the Effective
           Date through the fifth (5th) anniversary of the Sun FCS Date (as
           defined below) (the "Support Period"). The selection of the support
           engineer shall be at Sun's sole discretion. Licensee may designate a
           maximum of three (3) contacts to interface with the Sun support
           engineer.

           3.3 Upon the request of Licensee, Sun agrees to reasonably negotiate
           in good faith for additional support through a separate support
           agreement.

4.0 PAYMENT

           4.1 License and Support Fees and Royalties. Licensee shall pay to Sun
           the license and support fees and royalties set forth in Exhibit C
           within thirty (30) days from the Effective Date of this Agreement,
           unless otherwise specified in Exhibit C. Thereafter, and for the term
           of the Agreement, Licensee shall pay the Support Fee on or before the
           anniversary of the Effective Date.

           4.2 Taxes. All payments required by this Agreement shall be made in
           United States dollars, are exclusive of taxes, and Licensee agrees to
           bear and be responsible for the payment of all such taxes, including,
           but not limited to, all sales, use, rental receipt, personal property
           or other taxes and their equivalents which may be levied or assessed
           in connection with this Agreement (excluding only taxes based on
           Sun's net income).

           4.3 Records. Licensee shall maintain account books and records
           consistent with Generally Accepted Accounting Principles appropriate
           to Licensee's domicile, as may be in effect from time to time,
           sufficient to allow the correctness of the royalties required to be
           paid pursuant to this Agreement to be determined.

           4.4 Audit Rights. Sun shall have the right to audit such accounts
           upon reasonable prior notice. The right to audit may be exercised
           through an independent auditor of Sun's choice (the "Auditor"). The
           Auditor shall be bound to keep confidential the details of the
           business affairs of Licensee and to limit disclosure of the results
           of any audit to only the sufficiency of the accounts and the amount,
           if any, of any additional payment or other payment adjustment that
           should be made. Such audits shall not occur more than once each year
           (unless discrepancies are discovered in excess of the five percent
           (5%) threshold set forth in Section 4.5, in which case two
           consecutive quarters per year may be audited). Except as set forth in
           Section 4.5 below, Sun shall bear all costs and expenses associated
           with the exercise of its rights to audit.

           4.5 Payment Errors. In the event that any errors in payments shall be
           determined, such errors shall be corrected by appropriate adjustment
           in payment for the quarterly period during which the error is
           discovered. In the event of an underpayment of more than five percent
           (5%) of the proper amount 



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           owed, upon such underpayment being properly determined by the
           Auditor, Licensee shall reimburse Sun the amount of said underpayment
           and the reasonable charges of the Auditor in performing the audit
           that identified said underpayment, and interest on the overdue amount
           at the maximum allowable interest rate from the date of accrual of
           such obligation.

5.0 ADDITIONAL AGREEMENT OF PARTIES

           5.1 Notice of Breach or Infringement. Each party shall notify the
           other immediately in writing when it becomes aware of any breach or
           violation of the terms of this Agreement, or when Licensee becomes
           aware of any potential or actual infringement by a third party of the
           Technology or Sun's Intellectual Property Rights therein.

           5.2 Notices. Licensee shall not remove any copyright notices,
           trademark notices or other proprietary legends of Sun or its
           suppliers contained on or in the Technology or Documentation. Each
           unit of Product(s) containing the Technology distributed by Licensee
           shall include in Licensee's documentation, or in other terms and
           conditions of sale, notices substantially similar to those contained
           on and in the Technology. Licensee or its Distributors shall require
           an end user license agreement for each unit of Product(s) shipped and
           Licensee shall provide Sun with a copy of such form agreement for
           review and approval. If Licensee or its Distributors use a package
           design or label for the Product(s), such package design or label
           shall include an acknowledgment of Sun as the source of the
           Technology and such other notices as specified in Exhibit F. In
           addition, Licensee shall comply with all reasonable requests by Sun
           to include Sun's copyright and/or other proprietary rights notices on
           the Product(s), documentation or related materials, including but not
           limited to the notices and acknowledgments as specified in Exhibit F.

           5.3 End User Support. Licensee shall provide technical and
           maintenance support service for its distributors and end user
           customers in accordance with Licensee's standard support practices.
           Sun shall not be responsible for providing any support to Licensee's
           distributors or customers for the Technology or the Product(s).

           5.4 Marketing. Licensee will cooperate with Sun on mutually agreeable
           marketing and promotional activities relating to the Technology.
           Licensee's initial press announcement concerning execution of this
           Agreement must be reviewed and approved by Sun prior to its release.

           5.5 Use of Licensee's name. Licensee hereby authorizes Sun to
           identify Licensee as a user of the Technology in advertising,
           marketing, collateral, customer lists and customer success stories
           prepared by or on behalf of Sun for the Technology, provided that
           Licensee will have the right to approve the use of its name, such
           approval not to be unreasonably withheld or delayed.

6.0 LIMITED WARRANTY AND DISCLAIMER

           6.1 Limited Warranty. Sun represents and warrants that the media on
           which the Technology is recorded will be free from defects in
           materials and workmanship for a period of ninety (90) days after
           delivery. Sun's sole liability with respect to breach of this
           warranty is to replace the defective media. Except as expressly
           provided in this Section 6.1, Sun licenses the Technology and
           Documentation to Licensee on an "AS IS" basis.

           6.2 General Disclaimer. EXCEPT AS SPECIFIED IN THIS AGREEMENT, ALL
           EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY
           IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
           OR NON - INFRINGEMENT, ARE HEREBY DISCLAIMED.

           6.3 Logo Disclaimer. SUN MAKES NO WARRANTIES OF ANY KIND RESPECTING
           THE COMPATIBILITY LOGO(s), INCLUDING THE VALIDITY OF SUN'S RIGHTS IN
           THE COMPATIBILITY LOGO(s) IN ANY COUNTRY, AND DISCLAIMS ANY AND ALL
           WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE LAW,
           INCLUDING WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY TRADEMARKS.



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           6.4 Limitation. The warranties set forth in this Article 6.0 are
           expressly subject to Section 9.0 (Limitation of Liability).

7.0 CONFIDENTIAL INFORMATION

           7.1 Confidential Information. For the purposes of this Agreement,
           "Confidential Information" means the Technology and that information
           which relates to (i) Sun hardware or software, (ii) Licensee hardware
           or software, (iii) the customer lists, business plans and related
           information of either party, and (iv) any other technical or business
           information of the parties, including the terms and conditions of
           this Agreement. In all cases, information which a party wishes to be
           treated as "Confidential Information" shall be marked as
           "confidential" or "proprietary" (or with words of similar import) in
           writing by the disclosing party on any tangible manifestation OF the
           information transmitted in connection with the disclosure, or, if
           disclosed orally, designated as "confidential" or "proprietary" (or
           with words of similar import) at the time of disclosure. Sun has no
           obligation of confidentiality to Licensee with respect to Derivative
           Works (except for Permitted Derivative Works) and the specifications
           of the Licensee Open Classes.

           7.2 Preservation of Confidentiality. The parties agree that all
           disclosures of Confidential Information (as defined under Section 7.1
           above) shall be governed by and treated in accordance with the terms
           of the Confidential Disclosure Agreement (the "CDA") attached hereto
           as Exhibit D and incorporated herein by reference, modified as
           follows:

           the definition of "Confidential information" shall be as set forth
                 in Section 7.1 above notwithstanding any definition set forth
                 in the CDA;

           the use of Confidential Information shall be limited to the scope
                 of the licenses provided in this Agreement; and

           the obligations of confidentiality expressed in the CDA shall
                 extend three (3) years beyond termination of this Agreement,
                 except with respect to Sun Source Code which shall be held in
                 confidence in perpetuity; and

           the CDA shall remain in effect for the term of this Agreement.

8.0 LIMITED INDEMNITY

           8.1 Licensee acknowledges that Sun shall not be liable for any
           defects or deficiencies in the Technology or in any Product, process
           or design created by, with or in connection with the Technology
           whether or not such defects and/or deficiencies are caused, in whole
           or in part, by defects or deficiencies in the design or
           implementation of the Technology. Upon delivery of the Technology by
           Sun pursuant to this Agreement, Sun will provide to Licensee a
           limited indemnity as described in Sections 8.2 - 8.5 below.

           8.2 Sun will defend, at its expense, any legal proceeding brought
           against Licensee, to the extent it is based on a claim that use of
           the Technology is an infringement of a trade secret or copyright in
           any country that is a signatory to the Berne Convention, and will pay
           all damages awarded by a court of competent jurisdiction attributable
           to such claim, provided that Licensee: (i) provides notice of the
           claim promptly to Sun; (ii) gives Sun sole control of the defense and
           settlement of the claim; (iii) provides to Sun, at Sun's expense, all
           available information, assistance and authority to defend; and (iv)
           has not compromised or settled such proceeding without Sun's prior
           written consent.

           8.3 Should any Technology or any portion thereof become, or in Sun's
           opinion be likely to become, the subject of a claim of infringement
           for which indemnity is provided under Section 8.2, Sun shall, as
           Licensee's sole and exclusive remedy for ongoing infringement, elect
           to: (i) obtain for Licensee the right to use such Technology; (ii)
           replace or modify the Technology so that it becomes non - infringing;
           or (iii) accept the return of the Technology and grant Licensee a
           refund of the License Fee and royalties, as depreciated on a five
           year straight-line basis.



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           8.4 Sun shall have no liability for any infringement or claim which
           results from: (i) use of other than a current unaltered version of
           the Technology, if such version was made available to Licensee; (ii)
           use of the Technology in combination with any non -Sun-provided
           equipment, software or data; or (iii) Sun's compliance with designs
           or specifications of Licensee.

           8.5 THIS ARTICLE STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO
           INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE TECHNOLOGY.
           SUN SHALL HAVE NO OTHER LIABILITY WITH RESPECT TO INFRINGEMENT OF
           INTELLECTUAL PROPERTY RIGHTS OF LICENSEE OR ANY THIRD PARTY AS A
           RESULT OF USE, LICENSE, OR SALE OF TECHNOLOGY.

           8.6 Indemnity by Licensee. Except for claims for which Sun is
           obligated to indemnify Licensee under Section 8.2, Licensee shall
           defend and indemnify Sun from any and all claims brought against Sun
           by third parties, and shall hold Sun harmless from all corresponding
           damages, liabilities, costs and expenses, (including reasonable
           attorneys' fees) incurred by Sun arising out of or in connection with
           Licensee's use, reproduction or distribution of the Technology,
           Product(s) or Licensee Open Classes. Licensee's obligation to provide
           indemnification under this Section shall arise provided that Sun: (i)
           gives notice of the claim promptly to Licensee; (ii) gives Licensee
           sole control of the defense and settlement of the claim; (iii)
           provides to Licensee, at Licensee's expense, all available
           information, assistance and authority to defend; and (iv) has not
           compromised or settled such proceeding without Licensee's prior
           written consent.

9.0 LIMITATION OF LIABILITY

           9.1 Limitation of Liability. Except for express undertakings to
           indemnify under this Agreement and/or breach of Sections 2.4, 2.5,
           7.0 or 9.2:

           Each party's liability to the other for claims relating to this
                 Agreement, whether for breach or in tort, shall be limited to
                 the license fees and royalties paid by Licensee for the
                 Technology related to the claims.

           b. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT,
           INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION
           WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFITS,
           USE, DATA, OR OTHER ECONOMIC ADVANTAGE), NO MATTER WHAT THEORY OF
           LIABILITY, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS
           AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY
           HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.
           FURTHER, LIABILITY FOR SUCH DAMAGE SHALL BE EXCLUDED, EVEN IF THE
           EXCLUSIVE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR
           ESSENTIAL PURPOSE. The provisions of this Section 9.0 allocate the
           risks under this Agreement between Sun and Licensee and the parties
           have relied upon the limitations set forth herein in determining
           whether to enter into this Agreement. 9.2 High Risk Activities. The
           Technology is not designed or intended for use in online control of
           aircraft, air traffic, aircraft navigation or aircraft
           communications; or in the design, construction, operation or
           maintenance of any nuclear facility. Sun disclaims any express or
           implied warranty of fitness for such uses. Licensee agrees that it
           will not knowingly use or license the Technology for such purposes,
           and that it will ensure that its customers and end users of the
           Technology are provided with a copy of the foregoing notice.

10.0 TERM AND TERMINATION

           10.1 Term. The term of this Agreement shall begin on the Effective
           Date and shall continue for a period of three (3) years, or until
           terminated as provided below. Each year for five (5) consecutive
           years following expiration of the initial three (3) year term, at
           Licensee's sole option, Licensee may extend the term of this
           Agreement for one (1) additional year. Licensee shall indicate its
           intent to extend the Agreement by written notice to Sun within thirty
           (30) days prior to the expiration of the preceding term. Termination
           is permitted either for breach of this Agreement, upon thirty (30)
           days written notice to the other party and an opportunity to cure
           within such thirty (30) day period, or upon 



                                     EX-48
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           any action for infringement of any patent relating to the Technology
           by Licensee against Sun or any of Sun's licensees of the Technology.
           (Notwithstanding the above, Licensee reserves and retains to itself
           the exclusive right to all of its pre - existing technology related
           to the PSC 1000 family of processor chips and related hardware of
           Licensee, and any other processor chip or hardware listed on Exhibit
           B hereto, and shall have the right to enforce any copyright or patent
           claims relating thereto.) In addition, at any time after the initial
           twelve months of the term of this Agreement, termination is also
           permitted upon sixty (60) days written notice by Licensee to Sun
           stating that Licensee is terminating the making, importing, use, sale
           and distribution of Licensee's Products, in which event all Support
           and Update Fees set forth in Exhibit C shall be prorated to the date
           of termination.

           10.2 Effect of Expiration. Upon expiration of this Agreement, Sun
           shall retain use, under the terms of this Agreement, of the
           Intellectual Property Rights received hereunder, and Licensee shall
           be authorized to: (i) distribute Product(s) containing the version of
           the Technology incorporated therein at the time of expiration,
           subject to Licensee's continued compliance with the Test Suites
           current at the time of expiration, and payment of royalties, and (ii)
           retain one (1) copy of the Technology in Source Code form to support
           customers having copies of Product(s) distributed by Licensee prior
           to the expiration hereof. All other rights of Licensee shall
           terminate upon such expiration.

           10.3 Effect of Termination. In the event of termination of this
           Agreement by Sun in accordance with Section 10.1 above, Licensee
           shall promptly: (i) return to Sun all copies of the Technology and
           Derivative Works thereof in tangible or electronic form,
           Documentation, and Confidential Information (collectively "Sun
           Property") (excluding Licensee Open Classes and Licensee -
           implemented modifications to the Platform Dependent Part) in
           Licensee's possession or control; or (ii) permanently destroy or
           disable all copies of the Sun Property in Licensee's possession or
           control, except as specifically permitted in writing by Sun; and
           (iii) provide Sun with a written statement certifying that Licensee
           has complied with the foregoing obligations. All rights and licenses
           granted to Licensee shall terminate upon such termination.

           10.4 No Liability for Expiration or Lawful Termination. Neither party
           shall have the right to recover damages or to indemnification of any
           nature, whether by way of lost profits, expenditures for promotion,
           payment for goodwill or otherwise made in connection with the
           business contemplated by this Agreement, due to the expiration or
           permitted or lawful termination of this Agreement. EACH PARTY WAIVES
           AND RELEASES THE OTHER FROM ANY CLAIM TO COMPENSATION OR INDEMNITY
           FOR TERMINATION OF THE BUSINESS RELATIONSHIP UNLESS TERMINATION IS A
           MATERIAL BREACH OF THIS AGREEMENT.

           10.5 No Waiver. The failure of either party to enforce any provision
           of this Agreement shall not be deemed a waiver of that provision. The
           rights of Sun under this Section 10.0 are in addition to any other
           rights and remedies permitted by law or under this Agreement.

           10.6 Survival. The parties' rights and obligations under Sections
           2.0, 4.0, 5.2, 5.3, 6.0, 7.0, 8.0, 9.0, 10.0, and 11.0 shall survive
           expiration or termination of this Agreement, excluding in the event
           of breach by Licensee, Licensee's rights under Section 2.0, which
           shall terminate.

           10.7 Irreparable Harm. The parties acknowledge that breach of
           Sections 2.0, 5.2, 5.3, 7.0, 9.2, or 11.6 may cause irreparable harm,
           the extent of which would be difficult to ascertain. Accordingly,
           they agree that, in addition to any other legal remedies to which a
           non-reaching party might be entitled, such party may seek immediate
           injunctive relief in the event of a breach of the provisions of such
           Articles.

11.0 MISCELLANEOUS

           11.1 Notices. All notices must be in writing and delivered either in
           person or by certified mail or registered mail, postage prepaid,
           return receipt requested, to the person(s) and address specified
           below. Such notice will be effective upon receipt.



                                     EX-49
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           Sun                                   Licensee
           Sun Microsystems, Inc.                Patriot Scientific Corporation
           2550 Garcia Avenue, UCUP01-05         10989 Via Frontera
           Cupertino, California 95014 - 2233         San Diego, CA 92127
           Attn: JavaSoft General Counsel             Attn:

           11.2 Partial Invalidity. If any term or provision of this Agreement
           is found to be invalid under any applicable statute or rule of law
           then, that provision notwithstanding, this Agreement shall remain in
           full force and effect and such provision shall be deleted unless such
           a deletion would frustrate the intent of the parties with respect to
           any material aspect of the relationship established hereby, in which
           case, this Agreement and the licenses and rights granted hereunder
           shall terminate.

           11.3 Complete Understanding. This Agreement and the Exhibits hereto
           constitute and express the final, complete and exclusive agreement
           and understanding between the parties with respect to its subject
           matter and supersede all previous communications, representations or
           agreements, whether written or oral, with respect to the subject
           matter hereof. No terms of any purchase order or similar document
           issued by Licensee shall be deemed to add to, delete or modify the
           terms and conditions of this Agreement. This Agreement may not be
           modified, amended, rescinded, canceled or waived, in whole or part,
           except by a written instrument signed by the parties.

           11.4 Language. This Agreement is in the English language only, which
           language shall be controlling in all respects, and all versions of
           this Agreement in any other language shall be for accommodation only
           and shall not be binding on the parties to this Agreement. All
           communications and notices made or given pursuant to this Agreement,
           and all documentation and support to be provided, unless otherwise
           noted, shall be in the English language.

           11.5 Governing Law. This Agreement is made under and shall be
           governed by and construed under the laws of the State of California,
           regardless of its choice of laws provisions. 11.6 Compliance with
           Laws. The Technology, including technical data, is subject to U.S.
           export control laws, including the U.S. Export Administration Act and
           its associated regulations, and may be subject to export or import
           regulations in other countries. Licensee agrees to comply strictly
           with all such regulations and acknowledges that it has the
           responsibility to obtain such licenses to export, re-export or import
           the Technology or Product(s) as may be required after delivery to
           Licensee.

           Licensee shall make reasonable efforts to notify and inform its
           employees having access to the Technology of Licensee's obligation to
           comply with the requirements stated in this Article.

           11.7 Disclaimer of Agency. Licensee is not authorized to make any
           representation or warranty on behalf of Sun to its end users or third
           parties. The relationship created hereby is that of licensor and
           licensee and the parties hereby acknowledge and agree that nothing
           herein shall be deemed to constitute Licensee as a franchisee of Sun.
           Licensee hereby waives the benefit of any state or federal statutes
           dealing with the establishment and regulation of franchises.

           11.8 Delivery. As soon as practicable after the Effective Date, Sun
           shall deliver to Licensee one (1) copy of each of the deliverables
           set forth in Exhibit A. Licensee acknowledges that certain of the
           deliverables are in various stages of completion and agrees to accept
           the deliverables as and to the extent completed as of the date of
           delivery and "AS IS." In the event any deliverable is already in the
           possession or custody of Licensee, such item(s) shall, to the extent
           used in connection with the rights granted in Section 2.0 above, be
           subject to the terms of this Agreement, notwithstanding any
           pre-existing agreement or understanding between Licensee and Sun with
           respect to such items.

           11.9 Assignment and Change in Control. This Agreement may not be
           assigned by either party without the prior written consent of the
           other party, which consent shall not be unreasonably withheld or
           delayed, except that Sun may assign this Agreement to a majority -
           owned subsidiary.



                                     EX-50
<PAGE>   13

           11.10 Construction. This Agreement has been negotiated by Sun and
           Licensee and by their respective counsel. This Agreement will be
           fairly interpreted in accordance with its terms and without any
           strict construction in favor of or against either party.

           11.11 Force Majeure. Except for the obligation to pay money, neither
           party shall be liable to the other party for non-performance of this
           Agreement, if the non-performance is caused by events or conditions
           beyond that party's control and the party gives prompt notice under
           Section 11.1 and makes all reasonable efforts to perform.

           11.12 Exhibits:

           The following are included herein by reference as integral parts of
           this Agreement:

Exhibit A - Description of Technology and Documentation
Exhibit B - Identification of Licensee Product(s)
Exhibit C - Schedule of Fees and Royalties
Exhibit D - Confidential Disclosure Agreement 
Exhibit E - Document Type Definition
Exhibit F - Trademark License
Exhibit G - Shared Part Exceptions

           11.13 Section References. Any reference contained herein to an
           article of this agreement shall be meant to refer to all subsections
           of the article.

           11.14 No Competitive Restrictions. The Parties agree that nothing in
           this Agreement is intended to prohibit Licensee from independently
           developing or acquiring technology that is the same as or similar tot
           he Technology, provided that Licensee does not do so in breach of
           Exhibit D to this Agreement.


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.


Sun Microsystems, Inc.                      Licensee:

By:     /S/ ALAN E BARATZ                   By:     /S/ M.A. CARENZO
        ----------------------------                ----------------------------
Name:   Alan E. Baratz                      Name:   M.A. Carenzo
Title:  President, JavaSoft                 Title:  President & CEO
Date:   6/23/97                             Date:   6/30/97



                                     EX-51