<PAGE>
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission.

                                                                   EXHIBIT 10.70

                           AMENDMENT #2 TO THE LSA #9

This Amendment #2 ("Amendment #2") to the Licensed Software Addendum #9 dated
January 1, 2002 ("LSA #9") is made as of November 1, 2003 (the "Effective Date")
by and between Konica Minolta Business Technologies, Inc., a Japanese
corporation ("KMBT") and Peerless Systems Corporation, a Delaware corporation
("PEERLESS"), pursuant to the provisions of the Master Technology License
Agreement between those Parties dated January 16, 2000 ("MTLA"). This Amendment
#2 is hereby incorporated into the LSA #9 and the MTLA by reference herein.

All capitalized terms used in this Amendment #2 that are not specifically
defined herein shall have the meaning ascribed to them in the LSA #9, Amendment
#1 to the LSA #9, MTLA and the Licensed Software Addendum #5 between those
Parties dated July 1, 2001 ("LSA #5").

NOW THEREFORE, KMBT and PEERLESS hereto agree as follows:

1.       In exchange for an additional *** term for the ***Annual License as set
out in Section 2.5 of LSA #9, KMBT agrees to pay PEERLESS an additional
nonrefundable, non-transferable, and non-creditable payment in the amount of
***. This payment in the amount of *** shall be due and payable by KMBT to
PEERLESS upon execution of this Amendment #2, but not later than January 31,
2003.

2.       The additional *** term shall be from *** through and including ***.

3.       It is further agreed by the Parties that this Amendment #2 shall cover
the Subsequent Term Defined Distribution License set out in Section 2.2 of
Exhibit C to LSA #5. During the term of this Amendment #2, no fees beyond those
enumerated herein shall he required to cover the license granted in LSA #5 for
the PEERLESSPRINT(R)5E Native Windows 2000 Printer Driver and the
PEERLESSPRINT(R)6 Native Windows 2000 Printer Driver.

4.       The following Authorized KMBT Devices shall be added to the list of
Authorized KMBT Devices in Section 2.0, "ADDITIONAL LICENSE GRANTED", of LSA #9:
IP-424, PS-346 and any new KMBT Products that will include "PEERLESS" Licensed
Products and will be released in calendar year 2004.

5.       A new Section 2.1.9 is hereby added to Exhibit A of LSA#9 as follows:

         "2.1.9 The IP-424 Series (including IP-424 Japanese version and IP-424
         English and Japanese version, Roman and Kanji PostScript Option Kit
         PS-346)."

6.       The following rows shall be added to the end of the Table I in Section
2.1 of Exhibit C of LSA #9:

<PAGE>

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission.

<TABLE>
<S>                                                                      <C>        <C>         <C>
                          IP-424                                         ***        ***         ***
                          PS-346                                         ***        ***         ***
                         PS-3463                                         ***        ***         ***
Any new KBMT Products that will include Peerless Licensed
   Products and will be released in calendar year 2004.                  TBD        TBD         TBD
</TABLE>

7.       A new Section 2.2 is hereby added to Exhibit C of LSA#9 as follows:

         "As a condition for incorporating any new KMBT devices released during
         2004 containing PEERLESS Licensed Product(s) to be licensed under this
         Amendment #2, KMBT shall (1) provide to PEERLESS prior written notice
         of its intent to release such device at least thirty (30) days prior to
         first commercial shipment (such notice must include model name, product
         speed and class, MSRP, and a non-binding projected shipment forecast)
         and (2) provide ongoing quarterly reporting for all new devices as
         required for Authorized KMBT Devices shipped under this LSA #9. In the
         event that the *** Annual License is not extended, KMBT shall have no
         license to ship such new devices beyond the term of the *** Annual
         License. If KMBT wishes to continue to ship such new devices beyond the
         term of the *** Annual License, the parties shall negotiate per unit
         license fees for such new devices before expiration of this LSA."

8.       The following rows shall be added to the end of the Table 2 in Section
2.5.1 c) of Exhibit C of LSA #9:

                                     IP-424
                                     PS-346
      Anynew KBMT Products that will include Peerless Licensed Products and
                     will be released in calendar year 2004.

9.       Except as expressly provided herein, all other terms and conditions of
the LSA #9 shall continue in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment #2 to be duly
executed by their duly authorized representatives as set forth below.

KONICA MINOLTA BUSINESS TECHNOLOGIES,      PEERLESS SYSTEMS CORPORATION
INC.

BY:                                        BY:

/s/ KATSUNOBU IMAZATO                      /s/  WILLIAM NEIL
------------------------------------       -------------------------------------
(Authorized Signature)                     (Authorized Signature)

Name:    Katsunobu Imazato                 Name:    William Neil
Title:   General Manager,                  Title:   Vice President Finance & CFO
         R&D Administration Div.,          Date:    January 30, 2004
         Imaging System R&D HQ
Date:    January 29, 2004
//End

                                        2