CONFIDENTIAL
        TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT 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

       

      
        	
                KYOCERA
                  MITA/ PEERLESS LSA #7

              	
                CONFIDENTIAL

              


      

       

    

     

    LICENSED
      SOFTWARE ADDENDUM #7

     

    This
      Licensed Software Addendum #7 (hereinafter this “LSA #7” or this “Addendum”) is
      entered into effective as of February 1, 2005 (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 “KYOCERA MITA”), and Peerless Systems Corporation, a Delaware
      corporation, with offices at 2381 Rosecrans Ave, Suite 400, El Segundo, CA,
      90245 (hereinafter referred to as “PEERLESS”). Each of KYOCERA MITA and PEERLESS
      is sometimes referred to as a “Party” and jointly as “Parties” in this LSA
      #7.

     

    This
      LSA
      #7 licenses certain software and hardware products arising out of the Memorandum
      of Understanding between the Parties effective as of February 1, 2005 and the
      Master Development Agreement between the Parties effective as of February 1,
      2005.

     

    This
      LSA
      #7 is subject to and incorporates the Master Technology License Agreement dated
      April 1, 1997, entered into between PEERLESS and Kyocera Corporation, and
      transferred to KYOCERA MITA on April 1, 2002, as amended (“MTLA”).
      Notwithstanding the foregoing, if and to the extent that any inconsistencies
      or
      conflicts arise between or among the terms and conditions of this Addendum
      and
      those of the MTLA, the terms and conditions of this LSA #7 shall control over
      the MTLA. 

     

    No
      products owned by Adobe Systems Incorporated (“Adobe”) or Novell, Inc.
      (“Novell”) are licensed under this LSA #7. Any Adobe or Novell products will be
      licensed pursuant to a separate license agreement.

     

    1.        DEFINITIONS
      AND INTERPRETATION

     

    1.1     Definitions

     

    For
      the
      purposes of this Addendum, all capitalized terms used in this Addendum and
      MTLA
      shall have the meaning specified herein or, if not defined herein, then the
      meaning specified in the MTLA. Unless a term used in any other Licensed Software
      Addendum specifically states that it has been defined in this LSA #7, the
      following terms shall have the meanings specified below solely for the purposes
      of this Addendum.

     

    
      	
              “Addendum”
                or “LSA #7”

            	
              means
                this Licensed Software Addendum #7 to the Master Technology License
                Agreement between the Parties dated April 1,
                1997.

            


    

     

    
      
         

      

      
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      CONFIDENTIAL
        TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
        

      REQUESTED
        IS OMITTED AND IS NOTED WITH "[REDACTED]." AN UNREDACTED VERSION OF THIS
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      BEEN
        FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION

       

      
        	
                KYOCERA
                  MITA/ PEERLESS LSA #7

              	
                CONFIDENTIAL

              


      

      
 

    

    
      	
              “Affiliate”

            	
              means
                a directly or indirectly wholly owned subsidiary of KYOCERA MITA
                or, with
                the prior approval of PEERLESS which approval shall not be unreasonably
                withheld or delayed, any other entity partially owned but controlled
                by
                KYOCERA MITA. Affiliates are identified in Exhibit B to this LSA #7,
                as amended by KYOCERA MITA from time to time.

            
	 	 
	
              “Current
                Release”

            	
              means,
                with respect to any Licensed Software and/or Licensed Hardware, the
                most
                current version thereof, either made generally available to Peerless
                OEM
                customers (i.e., not including versions specially created or customized
                for any third party), specially developed or customized for KYOCERA
                MITA
                under the MDA or a PA or which PEERLESS otherwise has the right to
                license
                or sublicense to KYOCERA MITA without payment of additional consideration
                to a third party or subject to payment of such additional consideration
                to
                a third party by KYOCERA MITA, as of the date which is the latter
                of
                either delivery to or acceptance by KYOCERA MITA thereof under either
                this
                Addendum or the MDA. 

            
	 	 
	
              “Deliverable”

            	
              means
                material that has been developed under a P.A. that contains both
                PEERLESS
                and KYOCERA MITA Deliverables in combination.

            
	 	 
	
              “Derivative
                Works”

            	
              means
                (i) for copyrightable or copyrighted material, any translation (including
                translation into other computer languages), importation, modification,
                correction, addition, extension, upgrade, improvement, compilation,
                abridgment or other form in which an existing work may be recast,
                transformed or adapted; (ii) for patentable or patented material,
                any
                improvement thereon; and (iii) for material protected by trade secret,
                any
                new material derived from such existing trade secret material, including
                new material that may be protected by copyright, patent and/or trade
                secret. 

            
	 	 
	
              “Authorized
                KYOCERA MITA Devices”

            	
              means
                all devices of the type for which the Deliverables are being developed
                under a PA or on which all or a portion of such Deliverables are
                capable
                of being used.

            
	 	 
	
              “KYOCERA
                MITA Facility”

            	
              means
                KYOCERA MITA’s facilities located at Osaka, Tokyo, Kyocera Technology
                Development, Inc., and such other KYOCERA MITA facilities or facilities
                of
                a KYOCERA MITA Affiliate designated from time to time by KYOCERA
                MITA and
                reasonably approved by PEERLESS.

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    
      CONFIDENTIAL
        TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
        

      REQUESTED
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        DOCUMENT HAS 

      BEEN
        FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION

       

      
        	
                KYOCERA
                  MITA/ PEERLESS LSA #7

              	
                CONFIDENTIAL

              


      

      
 

    

    
      	 	 
	
              “Licensed
                Software”

            	
              means
                the computer programs and software and related technical information
                provided in a Deliverable or as part of the development of a Deliverable
                by PEERLESS under a PA, including without limitation the computer
                programs
                and software listed in Section 2.4 of this Addendum, Derivative Works
                of any of the foregoing and related documentation to any of the foregoing.
                

            
	 	 
	
              “Licensed
                Hardware”

            	
              means
                all designs, data, and other design materials for any semiconductor
                devices, boards, and other hardware and related technical information
                in a
                Deliverable or as part of the development of a Deliverable provided
                by
                PEERLESS under a PA, including without limitation the designs, data,
                and
                other design materials listed in Section 2.4 of this Addendum,
                Derivative Works of any of the foregoing and related documentation
                to any
                of the foregoing. 

            
	 	 
	
              “Licensed
                Products”

            	
              means
                the Licensed Software and the Licensed Hardware; provided, however,
                that
                the PEERLESS Virtual Engine shall be licensed
                separately.

            
	 	 
	
              “MMSA”

            	
              means
                the Master Maintenance and Support Agreement between the Parties
                effective
                as of February 1, 2005.

            
	 	 
	
              “MTLA”

            	
              means
                the Master Technology Licensing Agreement, dated April 1, 1997 by
                and
                between the Parties, as amended.

            
	 	 
	
              “Machine
                Executable Copies”

            	
              means
                object code (machine executable) copies of any Licensed Software
                licensed
                to KYOCERA MITA hereunder.

            
	 	 
	
              “MDA”

            	
              means
                the Master Development Agreement between the Parties effective as
                of
                February 1, 2005.

            
	 	 
	
              “MOU”

            	
              means
                the Memorandum of Understanding between the Parties effective as
                of
                February 1, 2005.

            
	 	 
	
              “New
                Release”

            	
              means
                any new release or new version of any Licensed Software and/or Licensed
                Hardware which includes substantial or major enhancements and substantial
                or major new functionality. For avoidance of doubt, the parties agree
                that
                a New Release shall not include a new product.

            
	 	 
	
              “Project
                Addendum” or “PA”

            	
              shall
                have the meaning ascribed to the term “Project Addendum” in the
                MDA.

            


    

     

    
      
         

      

      
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      CONFIDENTIAL
        TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
        

      REQUESTED
        IS OMITTED AND IS NOTED WITH "[REDACTED]." AN UNREDACTED VERSION OF THIS
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      BEEN
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        COMMISSION

       

      
        	
                KYOCERA
                  MITA/ PEERLESS LSA #7

              	
                CONFIDENTIAL

              


      

      
 

    

    
      	 	 
	
              “PEERLESS
                Deliverables”

            	
              shall
                have the meaning ascribed to such term in the MDA.

            
	 	 
	
              “Product
                Specifications”

            	
              means
                the Product Specifications for a Licensed Product as set forth in
                the
                applicable PA.

            
	 	 
	
              “Source
                Materials”

            	
              means
                the source code, source code comments and documentation, data, files,
                algorithms, notes, flow charts, diagrams, authoring tools, development
                environments and other materials used in the preparation, modification,
                development and maintenance of the Licensed Products, as well as
                all
                instructions, notes, references, programs and other materials required
                for
                KYOCERA MITA, without additional assistance from PEERLESS, to maintain,
                modify, and develop, and to prepare Machine Executable Copies, of
                the
                Licensed Products. 

            
	 	 
	
              “Third
                Party Software”

            	
              means
                any software owned by someone other than one of the Parties and expressly
                and specifically listed as such under a PA.

            
	 	 
	
              “Update
                Release”

            	
              means
                any new version of the Licensed Software and/or Licensed Hardware
                either
                made generally available to PEERLESS OEM customers (i.e., not including
                versions specially created or customized for any third party), specially
                developed or customized for KYOCERA MITA under the MDA or a PA or
                which
                PEERLESS otherwise has the right to license or sublicense to KYOCERA
                MITA
                without payment of additional consideration to a third party or subject
                to
                payment of such additional consideration to a third party by KYOCERA
                MITA
                which contains “bug” fixes, error corrections, security updates, and minor
                enhancements but that PEERLESS reasonably and in good faith determines
                does not constitute a New Release. 

            
	 	 


    

     

    1.2    
       Interpretation.
      

     

    Unless
      the context requires otherwise, references to Sections are to sections of this
      Addendum.

     

    2.   
          LICENSE 

     

    2.1    
       License
      Granted

     

    PEERLESS
      hereby grants KYOCERA MITA and its Affiliates a worldwide, non-exclusive and
      non-transferable license to:

     

    
      	
            	(a)	
              reproduce
                Machine Executable Copies and distribute such
                copies:

            


    

     

    
      
         

      

      
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        TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
        

      REQUESTED
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      BEEN
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                KYOCERA
                  MITA/ PEERLESS LSA #7

              	
                CONFIDENTIAL

              


      

      
 

    

    	(i)  	
            as
              stored on: 

          


     

    	(A)     
             	
            semiconductor
              chip(s) incorporated into an Authorized KYOCERA MITA
              Device;

          


     

    	(B)    
              	
            magnetic
              or optical media licensed to End Users as part of a package including
              an
              Authorized KYOCERA MITA Device on or with which such copy operates;
              or

          


     

    	(C)     
             	
            magnetic
              or optical media licensed to End Users in a form not directed for use
              on
              or with any product other than an Authorized KYOCERA MITA Device;
              or

          


     

    	(ii)  	
            via
              the Internet or other telecommunication channels, in a form not directed
              for use on or with any product other than an Authorized KYOCERA MITA
              Device. 

          


     

    	(b)       
             	
            use
              and make no more than five (5) copies of any Source Materials solely
              for
              use at the KYOCERA MITA Facility for the purposes
              of:

          


     

    	(i)  	
            creating
              source code versions of Derivative Works of any Current Release, Update
              Release or other versions of the Licensed Products provided to KYOCERA
              MITA;

          


     

    	(ii)  	
            creating
              Machine Executable Copies using any development environment or compiler
              which PEERLESS approves in writing, which approval shall not be
              unreasonably withheld or delayed; and 

          


     

    	(iii)  	
            providing
              maintenance, support or similar services in connection with Machine
              Executable Copies distributed under a license granted hereunder to
              KYOCERA
              MITA;

          


     

    	(c)       
              	
            provide
              and grant rights to use and reproduce Machine Executable Copies and
              Licensed Hardware to any Manufacturing
              Licensee;

          


    	 	 


    	
            (d)       
                 

          	
            make,
              use,
              import, sell, offer for sale, modify, prepare Derivative Works of,
              reproduce, distribute and otherwise commercialize and exploit any Licensed
              Hardware solely in connection with the Deliverables and/or Authorized
              KYOCERA MITA Devices.

          


     

    The
      foregoing rights to distribute include the right to distribute through KYOCERA
      MITA’s normal channels of distribution.

     

    The
      licenses granted herein also include the right of KYOCERA MITA to contract
      with
      any person or entity (a “Contractor”) to exercise KYOCERA MITA’s rights and
      perform its obligations under this Addendum, solely for KYOCERA MITA’s benefit
      and account; provided that if such Contractor is to exercise
      such rights or perform
      such obligations other than at a KYOCERA MITA Facility, such Contractor shall
      be
      subject to PEERLESS prior written approval (such approval shall not be
      unreasonably withheld or delayed). Any Contractor shall be bound by a written
      agreement with terms and conditions no less restrictive than this Addendum
      and
      the NDA. KYOCERA MITA shall cause such contractors to comply with this Addendum
      and the NDA, and shall be liable to PEERLESS for the acts or omissions of any
      Contractor or any breach of such agreements by such Contractor. 

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

      
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        REQUESTED
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          DOCUMENT HAS 

        BEEN
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION

         

        
          	
                  KYOCERA
                    MITA/ PEERLESS LSA #7

                	
                  CONFIDENTIAL

                


        

        
 

      

    

    With
      respect to the Source Materials, KYOCERA MITA may compile the Source Materials
      into Machine Executable Copies for use and distribution in accordance with
      the
      license set forth above. KYOCERA MITA is expressly prohibited from disclosing
      or
      transferring any Source Materials to any third party except as expressly set
      forth herein or with PEERLESS’ prior written consent.

     

    For
      the
      avoidance of doubt, all rights granted to Licensed Products or Third Party
      Software under this Addendum are in addition to and not in limitation of all
      rights granted to KYOCERA MITA under the MOU, MTLA, MDA, Project Addenda, any
      other Licensed Software Addendum, or the MMSA.

     

    2.2         
      Scope

     

    The
      Licensed Products covered by this Addendum currently are limited to use in
      the
      Authorized KYOCERA MITA Device(s) as defined in Section 1.1
      of this
      Addendum. 

     

    2.3          PEERLESS
      Deliverables

     

    	(a)        
              	
            PEERLESS
              shall deliver to the KYOCERA MITA Facility one (1) copy of the object
              code
              and Source Materials and related documentation for the Licensed Software
              and similar materials for the Licensed Hardware for each Current Release
              of the Licensed Products upon the date and as otherwise set forth in
              the
              Project Schedule for the PA and the MDA. 

          


     

    	(b)        
              	
            If
              PEERLESS creates any Update Release, and if KYOCERA MITA then has a
              right
              to such Update Release under the MMSA, PEERLESS shall deliver to the
              KYOCERA MITA Facility one (1) copy of each of the object code, Source
              Materials and related documentation for the Licensed Software and similar
              materials for the Licensed Hardware for such Update
              Release.

          


     

    2.4         
      Licensed
      Products

     

    KYOCERA
      MITA shall have the right to include as part of the Deliverables under a new
      PA
      and license as a Licensed Product under and subject to all of the terms and
      conditions of this Addendum any PEERLESS products made generally available
      to
      Peerless OEM customers (i.e., not including versions specially created or
      customized for any third party), specially developed or customized for KYOCERA
      MITA under the MDA or a PA or which PEERLESS otherwise has the right to license
      or sublicense to KYOCERA MITA without payment of additional consideration to
      a
      third party or subject to payment of such additional consideration to a third
      party by KYOCERA MITA. The fees for all Licensed Products not already specified
      in this LSA #7 shall be agreed to in accordance with Section 3.1 or 3.2.
      The Licensed Products include the following:

     

    
      
         

      

      
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      BEEN
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        COMMISSION

       

      
        	
                KYOCERA
                  MITA/ PEERLESS LSA #7

              	
                CONFIDENTIAL

              


      

       

    

     

    Peerless
      ASIC Technolgies (inclusive of the following):

     

    	·     
             	
            [REDACTED]

          


     

    2.5         
      Third
      Party Software

     

    PEERLESS
      represents and warrants that no Third Party Software is or shall be included
      in
      a Peerless Deliverable or a Peerless Deliverable in a Deliverable unless
      identified in advance in a PA to the MDA. If PEERLESS includes in any Peerless
      Deliverable or Peerless Deliverable in a Deliverable any Third Party Software
      not identified in a PA, PEERLESS shall indemnify KYOCERA MITA as set forth
      in
      Section 6 of this LSA #7. Source Materials shall not be provided for
      any Third Party Software unless a PA specifically provides that Source Materials
      will be provided. PEERLESS will provide Source Materials for any included Third
      Party Software to the extent PEERLESS has a right, or through commercially
      reasonable efforts is able to obtain a right, to license or sublicense such
      Source Materials to KYOCERA MITA without payment of additional consideration
      to
      a third party or subject to payment of such additional consideration to a third
      party by KYOCERA MITA.

     

    2.6         
      Fonts

     

    PEERLESS
      shall provide no fonts under this Addendum. 

     

    2.7         
      Acceptance
      of Licensed Products

     

    A
      final
      copy of the accepted version of the Source Materials and related documentation
      for the Licensed Software and similar materials for the Licensed Hardware for
      the Current Releases shall be delivered to KYOCERA MITA promptly following
      final
      acceptance by KYOCERA MITA (using the Acceptance Criteria under the MDA and
      applicable Project Addendum or Section 5 of this LSA #7, as applicable)
of
      the
      PEERLESS Deliverables for the Licensed Products. Unless otherwise mutually
      agreed between the Parties, any distribution of a Licensed Product by KYOCERA
      MITA to customers or End Users under Section 2.1(a) shall be deemed to be final
      acceptance by KYOCERA MITA of such Licensed Product.

     

    3.            
      LICENSE
      FEES AND PAYMENTS

     

    3.1          
      Source
      Code License Fee 

     

    [REDACTED] 

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    
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                KYOCERA
                  MITA/ PEERLESS LSA #7

              	
                CONFIDENTIAL

              


      

       

    

     

    3.2         
      Recurring
      License Fees

     

    KYOCERA
      MITA shall owe a recurring license fee (the “Recurring License Fee”) upon
      shipment for each net unit of an Authorized KYOCERA MITA Device shipped to
      a
      customer by or on behalf of KYOCERA MITA containing all or part of the Licensed
      Products. [REDACTED]
      Payment
      of the Recurring License Fees and a report on the actual net units shipped
      shall
      be due within 30 days of the end of each calendar quarter. The Recurring License
      Fee per unit and additional terms and conditions of payment are as set forth
      in
Exhibit A
      to this
      LSA. Any Licensed Product and/or Authorized KYOCEA MITA Device category for
      which there is no license fee specified in Exhibit A shall be subject to such
      fees as shall be agreed to in good faith by the Parties in an amendment to
      this
      LSA no later than thirty (30) days after final acceptance of such Licensed
      Product but prior to any distribution to customers by or on behalf of Kyocera
      Mita, [REDACTED]

     

    [REDACTED]

     

    In
      the
      event of any conflict or inconsistencies between the terms or conditions of
      this
      LSA and the terms or conditions of any Exhibits attached hereto, the terms
      and
      conditions of this LSA shall apply. 

     

    3.3         
      License
      Fee Payments

     

    KYOCERA
      MITA shall pay all license fees and all other amounts due hereunder in United
      States Dollars. 

     

    4.           
      NOTICES

     

    KYOCERA
      MITA shall ensure that the following notice shall be affixed to any hardcopy
      or,
      if no hardcopy, electronic product manuals for and distributed to a customer
      with an Authorized KYOCERA MITA Device incorporating any Licensed
      Products:

     

    ©
[2006
      or other year as designated by PEERLESS] Peerless Systems
      Corporation.

     

    Such
      notice shall not be required on microchips or semiconductor chips containing
      the
      Licensed Products. KYOCERA MITA shall not remove or obscure any PEERLESS
      copyright, trademark or confidentiality notices or marks.

     

    Notices
      with respect to Third Party Software shall also comply with the notice or
      marking provisions of the applicable Third Party Software
      agreement.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    
      CONFIDENTIAL
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      REQUESTED
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      BEEN
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        COMMISSION

       

      
        	
                KYOCERA
                  MITA/ PEERLESS LSA #7

              	
                CONFIDENTIAL

              


      

      
 

    

    5.           
      LIMITED
      WARRANTY 

     

    PEERLESS
      warrants that each Licensed Product will conform and perform materially in
      accordance with the applicable Product Specifications for a period of ninety
      (90) days from the date of acceptance thereof by KYOCERA MITA under the MDA
      or
      this Addendum, as applicable. Upon receipt of a Licensed Product not subject
      to
      acceptance under the MDA (e.g., an Update Release), KYOCERA MITA shall have
      thirty (30) days from the date of receipt (“Acceptance Period”) in which to test
      and evaluate the Licensed Product and determine whether it materially conforms
      substantially in accordance the applicable Product Specifications for such
      Licensed Product. Before the end of the Acceptance Period, KYOCERA MITA will
      notify PEERLESS in writing of its acceptance or rejection of such Licensed
      Product. If KYOCERA MITA does not so notify PEERLESS within the Acceptance
      Period, KYOCERA MITA is deemed to have accepted such Licensed Product as
      received. In the event KYOCERA MITA rejects the Licensed Product, PEERLESS
      shall, during the period of forty-five (45) days from the date of the receipt
      of
      the rejection notice and in accordance with Section 8.2 of the MTLA,
      correct any material non-conformance specified by KYOCERA MITA and deliver
      the
      corrected Licensed Product to KYOCERA MITA. 

     

    6.            INDEMNIFICATION
      AND REMEDIES

     

    Licensed
      Products shall be deemed to be PEERLESS Deliverables under the MDA and, shall
      be
      covered as such under Section 9 of the MDA (notwithstanding any expiration
      or
      termination of the MDA). 

     

    7.           
      LIMITATION
      OF LIABILITY AND EXCLUSION OF DAMAGES

     

    Each
      party’s liability under this Addendum shall be limited as set forth in Section 8
      of the MDA (notwithstanding any expiration or termination of the
      MDA).

     

    This
      Section 7 shall not apply to any Third Party Software licensed under a separate
      agreement. Limitations of liability, if any, with respect to such Third Party
      Software licensed under a separate agreement shall be as set forth in the
      agreement between the Parties that is specific to that Third Party
      Software.

     

    8.           
      OWNERSHIP

     

    Notwithstanding
      anything contained in this Addendum or the MTLA to the contrary, ownership
      of
      all intellectual property in connection with this Addendum is as set forth
      in
      Section 7 of the MOU (notwithstanding any expiration or termination of the
      MOU).

     

    9.           
      TERM

     

    This
      Addendum shall commence on the Effective Date and continue and survive in
      perpetuity until terminated in accordance with this LSA #7. 

     

    10.         
      TERMINATION

     

    10.1       
      Termination
      for Convenience.

     

    This
      LSA
      #7 may be terminated by KYOCERA MITA at any time upon not less than thirty
      (30)
      days prior written notice. 

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    
      CONFIDENTIAL
        TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT 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

       

      
        	
                KYOCERA
                  MITA/ PEERLESS LSA #7

              	
                CONFIDENTIAL

              


      

      
 

    

    10.2       
      Termination
      for Default.

     

    This
      LSA
      #7 may be terminated by either party in the event of the other party’s Default
      under this LSA #7. A “Default” shall be deemed to occur as follows:


     

    	(a)        
              	
            With
              respect to KYOCERA MITA:

          


     

    (1)  KYOCERA
      MITA’s failure to pay any amounts owed hereunder within thirty (30) calendar
      days after both the date due and written notice from Peerless of such failure;
      or

     

    (2)  KYOCERA
      MITA’s material breach of any other obligation hereunder, which breach continues
      uncured for a period of thirty (30) calendar days after written notice from
      Peerless of such breach.

     

    	(b)         
             	
            With
              respect to PEERLESS:

          


     

    (1)  PEERLESS
      materially breaches or fails to fulfil any of its obligations under this LSA
      #7,
      which breach continues uncured for a period of thirty (30) calendar days after
      written notice from KYOCERA MITA of such breach or failure; or

     

    (2)  PEERLESS
      becomes insolvent, bankrupt, or makes a general assignment for the benefit
      of
      creditors, or goes into liquidation or receivership.

     

    10.3       
      Effect
      of Termination.

     

    Any
      amounts unpaid as of the termination date shall be paid by KYOCERA MITA to
      PEERLESS within forty-five (45) days after the termination date. The rights
      and
      requirements of Sections 6.2 and 6.3 of the MTLA shall apply with respect
      to the termination of this LSA #7. 

     

    ///

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    
      CONFIDENTIAL
        TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT 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

       

      
        	
                KYOCERA
                  MITA/ PEERLESS LSA #7

              	
                CONFIDENTIAL

              


      

       

      
Each
        Party represents and warrants that the person who signs this Addendum on
        its
        behalf is authorized to sign on its behalf. Each Party signs only for itself
        and
        not for any subsidiary or Affiliate. 

    

     

    


    
      	
              KYOCERA
                MITA CORPORATION

               

              By:

            	
              PEERLESS
                SYSTEMS 

              CORPORATION

              By:

            
	
              /s/
                MAKOTO
                KOGA                                 

              (Authorized
                Signature)

            	
              /s/
                RICHARD
                ROLL                                
                

              (Authorized
                Signature)

            
	 	 
	
              Name:
                Makoto Koga

            	
              Name:
                Richard Roll

            
	 	 
	
              Title:
                Managing Executive Officer, 

              Senior
                General Manager

            	
              Title:
                President and CEO

            
	 	 
	
              Date:
                July 5, 2007 

            	
              Date:
                July 13, 2007

            


    

    


     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    
      CONFIDENTIAL
        TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT 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

       

      
        	
                KYOCERA
                  MITA/ PEERLESS LSA #7

              	
                CONFIDENTIAL

              


      

      
Exhibit
        A

    

    License
      Fees

     

    
      	
              1.0

            	
              Distribution
                License Fees. The following tables set forth the Recurring License
                Fees.

            


    

     

    The
      percentages in the following tables are based on the Suggested Retail Price
      (“SRP”)
      of the
      Authorized KYOCERA MITA Device in the United States. In the event that a SRP
      cannot be established in the United States, the SRP of the Authorized KYOCERA
      MITA Device in Japan shall be used and the charts herein shall be converted
      to
      U.S. Dollars [REDACTED].
      

     

    Table
      #1
      below represents the per unit Recurring License Fees when the Peerless Licensed
      Products licensed under LSA #6 are implemented as a “bundle” with the Peerless
      ASIC Technology licensed under this LSA #7 in a KYOCERA MITA Authorized Device
      (as set out in Table #1). Should KYOCERA MITA wish to distribute the Peerless
      Licensed Products separately, pricing for such distribution shall require
      KYOCERA MITA and PEERLESS to agree to the pricing structure in writing prior
      to
      such distribution.

    


     

    
      	
              Table
                # 1

              KYOCERA
                MITA Produced Products with PEERLESS ASIC
                Technology

            
	
              PEERLESS
                Licensed Products

            	
              SRP
                of Licensed Device

            	
              Recurring
                License Fee per unit 

              (Dollar
                Amount or

              %
                of SRP)

            
	
               

              [REDACTED]

               

            


    

    


    2.0 Block
      License. In
      lieu
      of paying the required Recurring License Fee per unit on an “as incurred” basis,
      KYOCERA MITA, at its sole option, may choose to purchase from PEERLESS a “Block
      License” under which KYOCERA MITA may offset the Recurring License Fee per unit
      incurred by the Authorized KYOCERA MITA Devices identified in Section 1.0 of
      this Exhibit A. 

     

    2.1 Future
      Block License Payment.
      KYOCERA
      MITA may obtain one or more Block Licenses for a non-refundable,
      non-transferable and non-creditable payment of the amount KYOCERA MITA purchase.
      KYOCERA MITA may obtain a Block License by giving PEERLESS written notice
      specifying the amount of the Block License purchased and the Licensed Products
      (from the list of available Licensed Products specified in this Exhibit A)
      to be
      covered by the Block License. In such event, PEERLESS shall prepare and the
      Parties shall enter into an amendment to this LSA #7 reflecting such Block
      License. PEERLESS will invoice KYOCERA MITA for the specified amount of the
      Block License and KYOCERA MITA shall make payment in full, without any deduction
      or set-off, within thirty (30) calendar days of the date of PEERLESS’ invoice.


     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    
      CONFIDENTIAL
        TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT 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

       

      
        	
                KYOCERA
                  MITA/ PEERLESS LSA #7

              	
                CONFIDENTIAL

              


      

      
 

    

    2.2 Block
      License Terms and Conditions.
      The
      terms and conditions of the Block License to KYOCERA MITA are as stated in
      LSA
      #6, Exhibit A, and Section 2.2 with the following addition: the Peerless
      Licensed Products identified in Section 2.4 of this LSA #7 are also covered
      by
      the Block License.

     

    2.3 Per
      Unit Recurring License Fee for Block License.
      The
      following tables contain pricing for KYOCERA MITA’s distribution of PEERLESS
      Licensed Products with Authorized KYOCERA MITA Devices which are distributed
      under the Block License obtained under this Exhibit A. 

     

    
      	 	
              a)

            	
              The
                percentages in the following tables are based on the SRP of the Authorized
                KYOCERA MITA Device in the United States. In the event that a SRP
                cannot
                be established in the United States, the SRP of the Authorized KYOCERA
                MITA Device in Japan shall be used and the charts herein shall be
                converted to U.S. Dollars at the current TTM rate equal to the average
                exchange rates for Yen to U.S. Dollars announced by The Mizuho Corporate
                Bank, Limited at the end of the first and last days of the relevant
                quarterly accounting period (or the first business day thereafter
                if such
                day is a Sunday or other non-business day).


            


    

     

    
      	 	
              b)

            	
              Should
                a future Block License be purchased for [REDACTED],
                the discount structure in Exhibit A, Section 2.3 of LSA #6 shall
                apply, in
                accordance with the following Table
                #2:

            


    

     

    
      	
              Table
                #2

              KYOCERA
                MITA Produced Products with PEERLESS ASIC
                Technology

            
	
              PEERLESS
                Licensed Products

            	
              SRP
                of Licensed Device

            	
              Recurring
                License Fee per unit

              (Dollar
                Amount or

              %
                of SRP)

            
	
               

              [REDACTED]

               

            


    

    


    2.4 Block
      License Purchase.
      KYOCERA
      MITA elects to purchase a Block License of [REDACTED].
      Subject
      to payment by KYOCERA MITA in accordance with Section 2.5 of Exhibit A to this
      LSA #7, PEERLESS
      consents
      to grant to KYOCERA MITA such Block License. 

     

    2.5 Block
      License Payment Terms
      In
      exchange for the Block License granted in Section 2.4 of Exhibit A, the
      following non-refundable, non-creditable, and non-transferable payments shall
      be
      due and payable by KYOCERA MITA to PEERLESS in U.S. dollars on the dates set
      forth in the following Payment Schedule:

     

    Payment
      Schedule

     

    
      	
               

              [REDACTED]

               

            


    

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

    
      CONFIDENTIAL
        TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT 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

       

      
        	
                KYOCERA
                  MITA/ PEERLESS LSA #7

              	
                CONFIDENTIAL

              


      

      
 

    

    Exhibit
      B

    Affiliates

     

    Kyocera
      Technology Development, Inc.

     

    
      
         

      

      
        -14-