CONFIDENTIAL
        TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATEMENT HAS BEEN
        REQUESTED IS OMITTED AND IS NOTED WITH “[REDACTED].” AN UNREDACTED VERSION OF
        THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.

    

     

    AMENDMENT
      #1 TO LICENSED SOFTWARE ADDENDUM #6 AND

    AMENDMENT
      #1 TO LICENSED SOFTWARE ADDENDUM #7 TO 

    MASTER
      TECHNOLOGY LICENSE AGREEMENT (MTLA) 

    DATED
      APRIL 1, 1997

     

    This
      Amendment #1 to Licensed Software Addendum #6 and Licensed Software Addendum
      #7
      (hereinafter this “Amendment”)
      is
      entered into and effective as of January 9, 2008 (hereinafter the “Effective
      Date”)
      by and
      between Kyocera Mita Corporation, a Japanese corporation, with offices at 2-28,
      1-chome, Tamatsukuri, Chuo-ku Osaka, 540-8585, Japan (hereinafter referred
      to as
“KMC”)
      and
      Peerless Systems Corporation, a Delaware corporation, with offices at 2381
      Rosecrans Avenue, Suite 400, El Segundo, CA 90245 (hereinafter referred to
      as
“Peerless”).
      Each
      of KMC and Peerless is sometimes referred to as a “Party” and jointly as
“Parties” in this Amendment. 

     

    RECITALS

     

    A. WHEREAS, a
      Master
      Technology License Agreement dated April 1, 1997 was entered into by and between
      Peerless and Kyocera Corporation, and was transferred to KMC on April 1,
      2002, as amended (the “MTLA”).
      Each
      of the Licensed Software Addendum #6 and Licensed Software Addendum #7 was
      entered into pursuant to the MTLA (individually, “LSA”
and,
      collectively, the “Addenda”)
      under
      which Peerless granted KMC certain rights in its Licensed Software Products;
      and

     

    B.
       WHEREAS,
      the
      parties agree that LSA #6 and LSA #7 should be amended to reflect business
      terms, modification and changes previously agreed to between the parties, as
      detailed in this Amendment.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the agreements, provisions and covenants
      herein contained, the parties hereto agree as follows:

     

    
      	 	
              1.

            	
              Definitions.
                All capitalized terms used in this Amendment that are not specifically
                defined herein shall have the meaning ascribed to them in LSA #6,
                LSA #7
                or the MTLA.

            


    

     

    
      	 	
              2.

            	
              Amendment
                to LSA #6.
                Provided final acceptance of the PEERLESS Deliverables for the Licensed
                Products is given by KMC on or before January 9, 2008 pursuant to
                Section 2c of this Amendment, LSA #6 shall be amended as
                follows:

            


    

     

    
      	 	
              a.

            	
              Table
                #1C to Exhibit A to LSA #6 is hereby deleted in its entirety and
                replaced
                by Table #1C as follows:

            


    

     

    [REDACTED]

     

    
      	 	
              b.

            	
              Table
                #2C to Exhibit A to LSA #6 is hereby deleted in its entirety and
                replaced
                by Table #2C as follows:

            


    

     

    [REDACTED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONFIDENTIAL
      TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATEMENT HAS BEEN
      REQUESTED IS OMITTED AND IS NOTED WITH “[REDACTED].” AN UNREDACTED VERSION OF
      THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION.

     

    
      	 	
              c.

            	
              Effective
                as of January 9, 2008, KMC acknowledges final acceptance of the PEERLESS
                Deliverables for all the Licensed Products identified in LSA #6 and
                LSA
                #7. Any and all other acceptance terms for Licensed Products identified
                in
                LSA #6 and LSA #7 under the Master Development Agreement, effective
                as of
                February 1, 2005, by and between KMC and Peerless, the MTLA, applicable
                Addenda and/or Sections 2.7 of LSA #6 and LSA #7, respectively, are
                superseded by this Amendment. 

            


    

     

    
      	 	
              3.

            	
              Miscellaneous.

            


    

     

    
      	 	
              a.

            	
              Except
                as specifically amended by this Amendment, the MTLA and Addenda shall
                remain in full force and effect.

            


    

     

    
      	 	
              b.

            	
              The
                execution, delivery and performance of this Amendment shall not,
                except as
                expressly provided herein, constitute a waiver of any provision of,
                or
                operate as a waiver of any right, power, or remedy of any party under
                the
                MTLA and Addenda.

            


    

     

    
      	 	
              c.

            	
              Section
                and subsection headings in this Amendment are included herein for
                convenience of reference only, and shall not constitute a part of
                this
                Amendment #1 for any other purpose or be given any substantive
                effect.

            


    

     

    
      	 	
              d.

            	
              This
                Amendment may be executed in any number of counterparts, and by different
                parties hereto in separate counterparts, each of which when so executed
                and delivered shall be deemed an original, but all such counterparts
                together shall constitute but one and the same
                instrument.

            


    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed and delivered as of the date first written above.

    

      
        	 	
                Kyocera
                  Mita Corporation

              
	 	 
	 	
                By:

              	
                /s/
                  Katsumi Komaguchi

              
	 	
                Name:

              	
                Katsumi
                  Komaguchi

              
	 	
                Title:

              	
                President

              


      

    

     

    
      
        	
                Peerless
                  Systems Corporation 

              
	 	 
	
                By:

              	
                /s/
                  Richard L. Roll

              
	
                Name:

              	
                Richard
                  L. Roll

              
	
                Title:

              	
                President
                  and Chief Executive Officer