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

       

      
        	KMBT/PEERLESS
                Licensed Software Addendum #20	CONFIDENTIAL 


      

       

    

    LICENSED
      SOFTWARE ADDENDUM #20 TO 

    MASTER
      TECHNOLOGY LICENSE AGREEMENTS 

    DATED
      JANUARY 16, 2000 AND JUNE 12, 1997

    


    This
      Licensed Software Addendum #20 (“LSA #20”) is entered into effective as of July
      1, 2007 (the “Effective Date”) by and between Konica Minolta Business
      Technologies, Inc., a Japanese corporation, having offices at No. 2970
      Ishikawa-cho, Hachioji-shi, Tokyo, Japan (“KMBT”) and Peerless Systems
      Corporation, having its principal office at 2381 Rosecrans Ave, Suite 400,
      El
      Segundo, CA 90245 (“PEERLESS”), pursuant to the provisions of the Master
      Technology License Agreement between Konica Corporation and PEERLESS dated
      January 16, 2000 (“MTLA #1”), and the provisions of the Master Technology
      License Agreement between Minolta Co., Ltd. and PEERLESS dated June 12, 1997
      (“MTLA #2”). This LSA #20 is hereby incorporated into the MTLA #1 and the MTLA
      #2 by reference herein. 

    


    All
      capitalized terms used in this LSA #20 that are not specifically defined herein
      shall have the meaning ascribed to them in the MTLA #1 and the MTLA #2 and
      the
      attachments thereto. Where there is a conflict between (i) the provisions and
      the capitalized terms in this LSA #20 and (ii) the provisions and the
      capitalized terms in MTLA #1 and MTLA #2, those of (i) shall prevail.


    


    All
      references to all LSAs in this LSA #20, except for LSA #14 which applies to
      MTLA
      #1 and MTLA #2, are to LSAs of MTLA #1.

    
      

        1.  DEFINITIONS
          AND INTERPRETATION

         

        1.1  Definitions

         

      

    

    All
      capitalized terms used in this LSA #20 shall have the meaning specified herein
      or, if not defined herein, then the meaning specified in MTLA #1 and MTLA #2.
      Unless specifically referred to in any other addendum, the following terms
      shall
      have the meanings specified below solely for the purposes of this LSA
      #20.

     

    
      	
              “Authorized
                KMBT Devices”

            	
              means
                those devices contemplated in Section 2.4 of this LSA
                #20.

            
	
              “Licensed
                Product”

            	
              means
                those products listed in Section 2.5 of this LSA #20.

            
	
              “License
                Fee”

            	
              means
                the license fee set-out in Section 3.1 of this LSA #20.

            
	
              “LSA
                #20”

            	
              means
                this Licensed Software Addendum #20 to the Master Technology License
                Agreement between Konica Corporation and PEERLESS dated January 16,
                2000,
                and the Master Technology License Agreement between Minolta Co.,
                Ltd. and
                PEERLESS dated June 12, 1997.

            
	
              “MTLA
                #1”

            	
              means
                the Master Technology License Agreement between Konica Corporation
                and
                PEERLESS dated January 16, 2000.

            
	
              “MTLA
                #2”

            	
              means
                the Master Technology License Agreement between Minolta Co., Ltd.
                and
                PEERLESS dated June 12, 1997.

            
	
              “Novell
                NEST Module”
                

            	
              means
                the Novell NEST SDK as modified by PEERLESS for the SPS-Lite for
                KMBT and
                identified by file names in Exhibit A to this LSA #20.

            
	
              “Novell
                NEST SDK”
                

            	
              means
                the Novell NEST SDK licensed by PEERLESS to KMBT pursuant to the
                NEST
                Office SDK License Agreement by and between PEERLESS and KMBT dated
                January 29, 2002 (as amended and supplemented from time to
                time).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        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

         

        
          	KMBT/PEERLESS
                  Licensed Software Addendum #20	CONFIDENTIAL 


        

      

    

     

    
      	1.2  	
              Interpretation

            


    

     

    
      	(a)  	
              In
                this LSA #20 save as otherwise specifically provided words shall
                have the
                meanings set forth in and shall be construed in accordance with MTLA
                #1
                and MTLA #2.

            


    

     

    
      	(b)  	
              Unless
                the context requires otherwise, references to Sections are to sections
                of
                this LSA #20.

            


    

     

    2.  LICENSE
      GRANT

     

    
      	2.1  	
              License
                to
                SPS and SPS-Lite

            


    

     

    Subject
      to the terms and conditions of MTLA #1, MTLA #2 and this LSA #20, and in
      consideration for the License Fee contemplated in Section 3.1, PEERLESS hereby
      grants to KMBT, under all the intellectual property rights which PEERLESS owns
      or has a right to grant licenses in and to the Licensed Products, a
      non-transferable, worldwide, non-exclusive, royalty-free, perpetual license
      to
      (i) use or have used, reproduce or have reproduced, and modify or have modified,
      all subject to Section 2.2 below, and all solely for the purpose of
      incorporating the Licensed Products into the Authorized KMBT Devices, and (ii)
      distribute and have distributed, copies of the Licensed Products, to resellers,
      distributors and end users of such Authorized KMBT Devices, but only in
      compliance with Section 2.3 below. For the avoidance of doubt, any and all
      licenses, rights, titles and interests granted by PEERLESS to KMBT under MTLA
      #1, MTLA #2, their relevant addenda and amendments (“Pre-Existing License”)
      shall remain in full force and effect. Where there is a conflict between (i)
      the
      Pre-Existing License and (ii) this LSA #20, (ii) shall prevail.

    


    
      	2.2  	
              Restriction
                on “Have”
                Rights

            


    

     

    KMBT’s
      rights to have used, have reproduced and have modified, contemplated in Section
      2.1(i) above, shall only be permitted to be exercised with respect to third
      parties, that are not competitors of PEERLESS [REDACTED],
      contracted by KMBT to (i) develop or assist in the development of the Authorized
      KMBT Devices, including development of software to be embedded in the Authorized
      KMBT Devices, and/or (ii) install, configure and monitor performance of the
      Authorized KMBT Devices, provided that KMBT represents and warrants that such
      third parties shall comply with MTLA #1, MTLA #2 and this LSA #20. The parties
      hereto acknowledge that KMBT shall be responsible for the conduct of all such
      aforementioned third parties.

    


    
      	2.3  	
              Restriction
                on Distribution

            


    

     

    KMBT
      shall only distribute Licensed Products to resellers, distributors and end
      users
      (i) when physically embedded in Authorized KMBT
      Devices in a manner that is not readily accessible to end users, or (ii)
[REDACTED].
      Except
      as specifically permitted herein, KMBT shall not directly or indirectly disclose
      or provide Licensed Products to any third party, nor place a release of the
      same
      on any website or downloadable site/location for application with any Authorized
      KMBT Devices which do not include the Licensed Product. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        
          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

           

          
            	KMBT/PEERLESS
                    Licensed Software Addendum #20	CONFIDENTIAL 


          

        

      

    

     

    
      	2.4  	
              Authorized
                KMBT Devices

            


    

     

    The
      Authorized KMBT Devices are any existing and future imaging product manufactured
      by or for KMBT, including, but not limited to, those distributed on an OEM
      basis. [REDACTED]

    


    
      	2.5  	
              Licensed
                Products

            


    

     

    The
      PEERLESS products (“Licensed Products”) being licensed by PEERLESS to KMBT
      pursuant to Section 2.1 of this LSA #20 are: (i) the PEERLESS Software Print
      Server SDK (Version 2.5) (commonly referred to as “SPS”), and (ii) the PEERLESS
      Software Print Server Lite SDK delivered by PEERLESS to KMBT pursuant to LSA
      #14
      (commonly referred to as “SPS-Lite”). For
      the
      avoidance of doubt, the Licensed Products include the PEERLESS Licensed Products
      identified in Section 3.0 of LSA #14 and in Section 2.7 of LSA #8, as previously
      delivered by PEERLESS to KMBT, but excluding the Novell NEST SDK and the Novell
      NEST Module.

     

    
      	2.6  	
              No
                Other Rights Granted;
                No Further Deliverables

            


    

     

    PEERLESS
      shall retain all right, title and interest, including all intellectual property
      rights, in and to the Licensed Products. Apart from the license rights expressly
      set forth in this LSA #20, PEERLESS does not grant and KMBT does not receive
      any
      ownership right, title or interest nor any security interest or other interest
      in any intellectual property rights relating to the Licensed Products, nor
      in
      any copy of any part of the foregoing under this LSA #20. KMBT shall not use,
      license, sell or otherwise distribute the Licensed Products except as provided
      in this LSA #20, MTLA #1, MTLA #2, their relevant addenda and amendments.
      Further, since KMBT is already in possession of the Licensed Products as of
      the
      Effective Date, KMBT acknowledges and agrees that PEERLESS shall not be required
      to provide any deliverables hereunder as of the Effective Date, nor any further
      deliverables during the term of this LSA #20, of or relating to the Licensed
      Products. 

     

    
      	3  	
              
                LICENSE
                  FEES AND PAYMENTS

              

            


    

     

    
      	3.1  	
              Fees
                for
                Licensed Products excluding for Novell NEST SDK and Novell NEST
                Module

            


    

     

    [REDACTED]

     

    
      	3.2  	
              Royalties
                for Novell NEST SDK and
                Module

            


    

     

    KMBT
      shall pay to PEERLESS the following royalties for the Novell NEST SDK (for
      the
      SPS) and the Novell NEST Module (for the SPS-Lite) licensed from PEERLESS to
      KMBT pursuant to that certain NEST Office SDK License Agreement by and between
      PEERLESS and KMBT dated January 29, 2002 (as amended and supplemented from
      time
      to time):

     

    
      	(a)  	
              [REDACTED];
                and

            


    

     

    
      	(b)  	
              [REDACTED]

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        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

         

        
          	KMBT/PEERLESS
                  Licensed Software Addendum #20	CONFIDENTIAL 


        

      

    

     

    The
      parties acknowledge that except as set forth herein to the contrary, the
      aforementioned royalties for the Novell NEST SDK and the Novell NEST Module
      shall be payable in accordance with, and be subject to the terms and conditions
      contained in, the existing payment (and related) provisions, including the
      provisions regarding Block Licenses, in MTLA #1, MTLA #2, their relevant addenda
      and amendments, provided however, that the pricing contained herein for Novell
      NEST SDK and Novell NEST Module may only be utilized for shipments of Authorized
      KMBT Devices in Block Licenses executed following the execution of this LSA
      #20.
[REDACTED]

     

    
      
        	4. 	
                TERM
                  AND
                  TERMINATION

              


      

    

     

    
      	4.1  	
              Term
                and Termination

            


    

     

    This
      LSA
      #20 shall become effective on the date first set forth above and shall remain
      in
      effect perpetually unless terminated as provided herein. If KMBT defaults on
      a
      material obligation under this LSA #20 and, if the default is curable, also
      fails to cure such default thirty (30) days after written notice of such
      default, PEERLESS may immediately terminate and cancel this LSA #20 and the
      licenses granted hereunder upon written notice to KMBT. KMBT may terminate
      this
      LSA #20 at any time upon written notice to PEERLESS and fulfilment of its
      obligations under Section 4.2 herein.

     

    
      	4.2  	
              Effect
                Of Termination

            


    

     

    Upon
      any
      termination of this LSA #20, the rights and licenses granted to KMBT under
      this
      LSA #20 shall immediately terminate; provided, however, that sublicenses of
      the
      Licensed Products, to the extent validly granted to end users pursuant to MTLA
      #1, MTLA #2, their relevant addenda and amendments (including this LSA #20)
      prior to termination of this LSA #20, shall survive such termination subject
      to
      compliance with the obligations set forth herein. Upon termination, KMBT shall
      ship to PEERLESS, within thirty (30) days, all tangible items in its possession
      or control which are proprietary to PEERLESS; and KMBT shall destroy or return
      to PEERLESS, at PEERLESS’ option, all copies of the Licensed Products in its
      possession or control. KMBT
      shall promptly pay any unpaid royalty under this LSA #20 to PEERLESS upon
      termination of this LSA #20. 

     

    
      	4.3  	
              Survival

            


    

     

    The
      provisions of Sections 1, 2.6,
      3,
      4.2, 4.3, 5, 6 and 7 shall survive the termination of this LSA #20.

     

    
      
        	5. 	
                CONFIDENTIALITY

              


      

    

     

    The
      parties have previously agreed to certain confidentiality obligations contained
      in MTLA #1 and MTLA #2, and agree that the same ought to protect communications
      made under this LSA #20, and that therefore, all such communications shall
      be
      subject to the confidentiality (and related) obligations contained therein,
      which the parties acknowledge are in full force and effect. The parties agree
      that the Licensed Products and any accompanying documentation will be considered
      Confidential Information under MTLA #1 and MTLA #2. For the avoidance of doubt,
      KMBT may disclose PEERLESS’ Confidential Information to its affiliates and
      subcontractors to the extent that the parties have a need to know for the
      purpose of using, reproducing or modifying the Licensed Products permitted
      under
      Section 2.1(i), provided that KMBT represents and warrants that such third
      parties shall obey the same confidentiality obligations which KMBT obeys under
      MTLA #1 and MTLA #2, and provided further that KMBT shall be, and shall remain,
      responsible for the conduct of all such affiliates and subcontractors.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        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

         

        
          	KMBT/PEERLESS
                  Licensed Software Addendum #20	CONFIDENTIAL 


        

      

    

     

    
      
        	6. 	
                NO
                  FURTHER WARRANTY OR
                  SUPPORT

              


      

    

     

    THE
      LICENSED PRODUCTS ARE BEING OFFERED “AS IS,” AND PEERLESS GRANTS AND KMBT
      RECEIVES NO FURTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE,
      COMMUNICATION OR CONDUCT WITH KMBT, OR OTHERWISE. PEERLESS SPECIFICALLY
      DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC
      PURPOSE OR NONINFRINGEMENT CONCERNING THE LICENSED PRODUCTS OR ANY DOCUMENTATION
      FOR THE LICENSED PRODUCTS. WITHOUT LIMITATION OF THE ABOVE, PEERLESS GRANTS
      NO
      WARRANTY THAT THE LICENSED PRODUCTS IS ERROR-FREE OR WILL OPERATE WITHOUT
      INTERRUPTION, AND GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS THEREFROM
      INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR
      RELIABILITY.

     

    
      
        	7. 	
                OTHER
                  PROVISIONS REMAINING IN FULL FORCE AND
                  EFFECT

              


      

    

     

    Except
      as
      expressly provided herein, KMBT and PEERLESS agree that all other terms and
      conditions contained in MTLA #1, MTLA #2, their relevant addenda and amendments
      shall remain in full force and effect.

     

    Each
      Party represents and warrants that the person who signs this LSA #20 on its
      behalf is authorized to sign on its behalf. Each Party signs only for itself
      and
      not for any subsidiary or affiliate. 

     

    IN
      WITNESS WHEREOF, the Parties hereto have executed this Licensed Software
      Addendum #20 as of the Effective Date:

     

    
      	
              KONICA
                MINOLTA BUSINESS

              TECHNOLOGIES,
                INC.

              By:

            	 	 	
              PEERLESS
                SYSTEMS CORPORATION

              By:

            
	
              /s/
                Katsunobu Imazato

            	 	 	
              /s/
                John
                Rigali

            
	
              

              (Authorized
                Signature)

            	 	 	
              

              (Authorized
                Signature)

            
	
              Name:
                Katsunobu Imazato

              Title:
                General Manager R&D Administration 

              Division

              
                Date:
                  July 20, 2007

              

            	 	 	
              Name:
                John Rigali

              Title:
                Vice President of Finance, CFO

               

              Date:
                July 30, 2007

            




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        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

         

        
          	KMBT/PEERLESS
                  Licensed Software Addendum #20	CONFIDENTIAL 


        

      

    

     

    EXHIBIT
      A TO LSA #20

     

    DESCRIPTION
      OF NOVELL NEST MODULE FOR SPS-LITE

     

    [REDACTED]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      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

       

      
        	KMBT/PEERLESS
                Licensed Software Addendum #20	CONFIDENTIAL 


      

    

     

    ///End