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 SEPERATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION

    

    

      
        	
                Master
                  Maintenance & Support Agreement (Kyocera Mita)

              	
                CONFIDENTIAL

              


      

    

     

    MASTER
      MAINTENANCE AND SUPPORT AGREEMENT

    


    This
      Master Maintenance and Support Agreement (this “Agreement” or “MMSA”) is entered
      into effective as of February 1, 2005 (the “Effective Date”), by and between
      Kyocera Mita Corporation, a Japanese corporation, (“KYOCERA MITA”) and Peerless
      Systems Corporation, a Delaware Corporation (“PEERLESS”). Each of KYOCERA MITA
      and PEERLESS is sometimes referred to as a “Party” and jointly as
“Parties.”

    


    This
      MMSA
      relates to Maintenance and Product Support Services to be provided with respect
      to certain PEERLESS software and hardware products arising out of the Memorandum
      of Understanding between the Parties effective as of February 1, 2005 (“MOU”)
      and the Master Development Agreement between the Parties effective as of
      February 1, 2005 , (“MDA”) and/or licensed to KYOCERA MITA under 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”) and the PS-LSAs thereto. 

    


    Maintenance
      and Product Support Services are provided hereunder only for products owned
      by
      PEERLESS. No support or maintenance is provided hereunder for products owned
      by
      Adobe Systems Incorporated (“Adobe”), Novell, Inc. (“Novell”) or other third
      party products. Maintenance and support with respect to any Adobe or Novell
      or
      other third party products are as set forth in the separate license agreements
      covering such products. 

    


    Section
      1 - Definitions

    


    1.0 Definitions.
      For the
      purposes of this Agreement, all capitalized terms used in this Agreement shall
      have the meaning specified herein or, if not defined herein, then the meaning
      specified in the MOU, MDA, MTLA and/or applicable PS-LSA.

    


    1.1 “Product
      Failure”
means
      any “bug,” error, unresolved problem or defect in a Supported Product or failure
      by a Supported Product to conform or perform materially in accordance with
      the
      applicable Product Specifications, all of the foregoing that is reproducible
      by
      PEERLESS.

    


    1.2 “Supported
      Product”
means
      the Deliverables, including without limitation any Peerless Licensed
      Product.

    


    Section
      2 - Engineering Support

    


    2.0 Engineering
      Support .
      [REDACTED].

    


    2.1 Telephone
      and E-Mail Support.
      PEERLESS shall provide Maintenance and Product Support Services to address
      Product Failures by telephone and e-mail to KYOCERA MITA during PEERLESS’ normal
      working hours (0800 to 1700 Pacific Time - Time Zone ‘U’)). KYOCERA MITA shall
      provide PEERLESS the name(s) of up to five (5) of its or its Affiliate’s
      employee(s) that shall be the sole and exclusive employee(s) that may contact
      PEERLESS with questions regarding the Supported Products (the “KMC
      Representatives”). KYOCERA MITA, with reasonable prior notice to PEERLESS, may
      replace any such KMC Representatives at its discretion. 

    


    2.2 Service
      Obligations.
      All
      reports of Product Failures by KYOCERA MITA must be made to PEERLESS in writing
      including via email. If KYOCERA MITA reports a Product Failure to PEERLESS,
      PEERLESS shall promptly respond to such report and, subject to the terms and
      conditions of this Agreement, shall promptly begin to attempt to remedy in
      good
      faith the Product Failure. The engineering support services set forth herein
      shall be expressly contingent upon the following conditions:

    


    
      
         

      

      
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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
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          COMMISSION

        

          
            	
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                      Maintenance & Support Agreement (Kyocera Mita)

                  	
                    CONFIDENTIAL

                  


          

        

      

       

    

    (a) KYOCERA
      MITA provides reasonable access to the Supported Products for which support
      is
      required, together with any software, hardware and materials which PEERLESS
      does
      not have and which are necessary for PEERLESS to reproduce a Product Failure
      and
      to test and evaluate any proposed resolution of the Product Failure, in
      accordance with KYOCERA MITA’s reasonable security and confidentiality
      procedures.

    


    (b) KYOCERA
      MITA has not exceeded the scope of the license for the Supported Products as
      provided in the applicable PS-LSA.

    


    2.4 Support
      Location.
      All
      Maintenance and Product Support Services enumerated in this Agreement shall
      be
      provided from PEERLESS’ El Segundo, California facility unless the Parties
      mutually agree in good faith that it is necessary to provide such services
      at a
      KYOCERA MITA Facility, in which case KYOCERA MITA shall reimburse PEERLESS
      for
      all reasonable travel, accommodation and living expenses approved in advance
      in
      writing by KYOCERA MITA.

    


    2.5 Software
      Releases.
      If the
      resolution of a KYOCERA MITA identified Product Failure is addressed by the
      Maintenance and Product Support Services identified in Section 2.0 (and
      more specifically the 2021 chargeable man hours provided therein) results in
      the
      creation of an Update Release, PEERLESS shall deliver to the KYOCERA MITA
      Facility one (1) copy of each of the object code, Source Materials and related
      documentation for each such Update Release for the Supported Product. Each
      such
      Update Release shall be licensed to KYOCERA MITA under the terms of the
      applicable PS-LSA. In the event that such Update Release cannot be delivered
      within the Maintenance and Product Support Services identified in Section 2.0
      (specifically the 2021 chargeable man hours), then no such Update Release
      delivery shall be required. It is agreed between the Parties that in such a
      circumstance completion of such Update Release delivery maybe completed, under
      KYOCERA MITA’s sole option, through the purchase of additional engineering
      support hours.

    


    2.6 Peerless
      Response Times.
      PEERLESS shall, within [REDACTED]
      after
      PEERLESS’ receipt of written notification by KYOCERA MITA of a Product Failure,
      respond to KYOCERA MITA and provide either a schedule for resolution for that
      KYOCERA MITA identified Product Failure or a date on which such a schedule
      shall
      be provided by PEERLESS. In the development of a schedule for the resolution
      of
      any KYOCERA MITA identified Product Failure, PEERLESS shall use planning
      assumptions that reflect PEERLESS’ best efforts.
      [REDACTED].
      If
      KYOCERA MITA desires PEERLESS to undertake such activities, KYOCERA MITA may,
      at
      its sole option, purchase additional engineering support hours required to
      complete such activities.

    


    Section
      3 - Maintenance and Support Fees; Products Covered

    


    3.0 Payment.
      KYOCERA
      MITA shall make all payments due hereunder in full, without any deduction or
      set-off, within forty-five (45) calendar days of the date of PEERLESS’ invoice.
      All payments made hereunder are non-refundable, non-transferable and
      non-cancelable.

    


    3.1 Supported
      Products Covered.
      This
      MMSA shall cover each Supported Product upon acceptance of that Supported
      Product as determined under the MDA and applicable Project Addendum thereto
      or a
      PS-LSA, as applicable. 

    


    
      
         

      

      
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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 DOCUMENT HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION

        

          
            	
                    Master
                      Maintenance & Support Agreement (Kyocera Mita)

                  	
                    CONFIDENTIAL

                  


          

        

      

       

    

    Section
      4 -Disclaimers, Limitations of Liability and Indemnity

    


    4.0 Exclusions.
      PEERLESS shall not have any obligation to provide Maintenance and Product
      Support Services hereunder to any KYOCERA MITA Product that is not defined
      in a
      Project Addendum to the MDA or in an applicable LSA. 

    


    4.1 Disclaimer
      of Warranties.
      PEERLESS shall perform all Maintenance and Product Support Services under this
      MMSA in a professional and workmanlike manner. EXCEPT AS PROVIDED IN THE FIRST
      SENTENCE OF THIS SECTION 4.1, NEITHER PARTY MAKES ANY WARRANTIES UNDER THIS
      MMSA. EXCEPT AS PROVIDED IN THE FIRST SENTENCE OF THIS SECTION 4.1, EACH PARTY
      HEREBY DISCLAIMS ALL WARRANTIES UNDER THIS MMSA, WHETHER EXPRESS, IMPLIED,
      OR
      STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
      MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.


    


    4.2 Limitations
      of Liability and Exclusion of Damages.
       Each
      party’s
      liability under this Agreement shall be limited as set forth in Section 8 of
      the
      MDA (notwithstanding any expiration or termination of the MDA).

    


    4.3 Indemnity
      and Remedies.
      Indemnity and remedies with respect to any Update Release or other materials
      provided hereunder shall be as provided for Licensed Products under the MTLA
      and
      applicable PS-LSA.

    


    Section
      5 -Term, Renewal and Termination

    


    5.0 Term.
      The
      initial term of this Agreement shall commence on the Effective Date of this
      Agreement and shall remain in effect for the later of [REDACTED] 

    


    5.1 Termination.
      KYOCERA
      MITA may terminate this Agreement with respect to any or all of the Supported
      Products at any time upon thirty (30) days written notice.

    


    Section
      6 - General

    


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

    


    6.1 Proprietary
      Rights Notices.
      KYOCERA
      MITA shall not remove, obscure or modify any PEERLESS copyright, trademark
      or
      confidentiality notices or marks. 

    


    6.2 Obligations
      to Observe Confidentiality.
      The
      terms of the NDA shall govern each Party’s obligations to observe
      confidentiality of the other Party’s Confidential Information.

    


    6.3 Governing
      Law.
      This
      Agreement shall be construed and enforced in accordance with the laws of the
      United States of America and the State of California applicable to contracts
      wholly executed and wholly to be performed therein, without giving effect to
      the
      conflict of law principles thereof. The parties agree that the International
      Regimes, including but not limited to the United Nations Convention on Contracts
      for the International Sale of Goods, and Supernational Regimes, including but
      not limited to NAFTA, shall not apply to this Agreement. 

    


    
      
         

      

      
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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 DOCUMENT HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION

        

          
            	
                    Master
                      Maintenance & Support Agreement (Kyocera Mita)

                  	
                    CONFIDENTIAL

                  


          

        

      

       

    

    6.4 Notices.
      All
      notices or other communications required hereunder shall be in writing and
      delivered personally or sent by certified mail, return receipt requested, by
      facsimile machine, or by a reputable courier service to the parties at the
      addresses set forth below, or at such other addresses as shall be designated
      in
      writing from time to time by either party to the other in accordance with this
      Section 6.4.

    

      
        	
                All
                  notices to KYOCERA MITA shall be sent to:

              
	 	 
	
                Kyocera
                  Mita Corporation

              	
                Tel:
                  81-3-3708-3846

              
	
                Yohga
                  Office

              	 
	
                2-14-9
                  Tamagawadai

              	
                FAX:
                  81-3-3708-0423

              
	
                Setagaya-ku

              	 
	
                Tokyo
                  158-8610 Japan

              	 
	
                Attention:
                  General Manager: RD Division 6

              	 
	 	 
	
                All
                  notices to PEERLESS shall be sent to:

              
	 	 
	
                Peerless
                  Systems Corporation

              	
                Tel:
                  (310)536-0058

              
	
                2381
                  Rosecrans Avenue

              	
                FAX:
                  (310)727-3623

              
	
                El
                  Segundo, CA 90245 USA

              	
                FAX:
                  (310)297-3142

              
	
                Attention:
                  Vice President, Business Development

              	 


      

    

    


    Such
      notice shall be effective: (i) on the fifth business day following deposit
      thereof in the mail (via first class air mail), (ii) on the second business
      day
      following any such deposit for express delivery, (iii) on the next business
      day
      if delivered or via facsimile and (iv) upon receipt if delivered
      personally.

    


    6.5 Entire
      Agreement.
      This
      Agreement, the MDA, the Project Addenda, the NDA, the MOU, the PS-LSAs, the
      MTLA
      (with respect to the PS-LSAs), and any third party software sublicense(s)
      entered into between the Parties constitute the entire understanding and
      agreement between PEERLESS and KYOCERA MITA with respect to the matters
      contemplated herein and supersede any and all prior or contemporaneous oral
      or
      written communications with respect to the subject matter hereof, all of which
      are merged herein. This Agreement shall not be modified, amended or in any
      way
      altered except by an instrument in writing signed by authorized representatives
      of both PEERLESS and KYOCERA MITA. Except as specifically provided herein,
      no
      remedy available to either party hereunder or relating hereto shall be exclusive
      of any other remedy, and each and every such remedy shall be cumulative and
      shall be in addition to every other remedy given hereunder or now or hereafter
      existing at law or in equity or by statute or otherwise. No waiver of any
      provision of this Agreement or any rights or obligations of either party
      hereunder shall be effective, except pursuant to a written instrument signed
      by
      the party or parties waiving compliance, and any such waiver shall be effective
      only in the specific instance and for the specific purpose stated in such
      writing.

    


    6.6 Force
      Majeure.
      Except
      for payment obligations, neither Party shall be responsible for delays nor
      failures in performance hereunder to the extent that such party was hindered
      in
      its performance by any act of God, natural disasters, acts of war or terrorism,
      riots, labor dispute, or any other occurrence beyond its reasonable
      control.

    


    
      
         

      

      
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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 DOCUMENT HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION

        

          
            	
                    Master
                      Maintenance & Support Agreement (Kyocera Mita)

                  	
                    CONFIDENTIAL

                  


          

        

      

       

    

    6.7 Severability.
      If any
      provision hereof is found invalid or unenforceable pursuant to judicial decree
      or decision, the remainder of this Agreement shall remain valid and enforceable
      according to its terms. Without limiting the foregoing, it is expressly
      understood and agreed that each and every provision of this Agreement which
      provides for a limitation of liability, disclaimer of warranties,
      indemnification of a party or exclusion of damages or other remedies is intended
      by the parties to be severable and independent of any other provision and to
      be
      enforced as such. Further, it is expressly understood and agreed that if any
      remedy hereunder is determined to have failed of its essential purpose, all
      limitations of liability and exclusions of damages or other remedies set forth
      herein shall remain in effect.

    


    6.8 Intentional
      Risk Allocation. PEERLESS
      and KYOCERA MITA each acknowledges that the provisions of the Agreement were
      negotiated to reflect an informed voluntary allocation between them of all
      the
      risks, both known and unknown associated with the transactions associated with
      this Agreement. The disclaimers and limitations in this Agreement are intended
      to limit the circumstances of liability and the forms of relief
      available.

    


    6.9 Relationship
      Between Parties.
      Nothing
      contained herein shall be deemed to create a joint venture or partnership or
      agency relationship between PEERLESS and KYOCERA MITA. Neither party shall
      have
      the right or authority to, and each party shall not, assume or create any
      obligation or responsibility, express or implied, on behalf of or in the name
      of
      the other party or bind the other party in any manner. Nothing set forth herein
      shall be deemed to confer upon any person or entity other than the parties
      hereto a right of action either under this Agreement or in any manner
      whatsoever.

    


    6.10 Currency.
      All
      payments required to be made hereunder shall be made in the lawful currency
      of
      the United States of America.

    
       

      
         

      

      
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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 DOCUMENT HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION

    

      
        	
                Master
                  Maintenance & Support Agreement (Kyocera Mita)

              	
                CONFIDENTIAL

              


The
        person signing this Agreement on behalf of a Party represents and warrants
        that
        he or she is authorized to sign on behalf of such Party. Each Party is signing
        only for itself and not for any subsidiary or
        Affiliate.

    

     

    
      	
              KYOCERA
                MITA CORPORATION

               

              By:

            	
              PEERLESS
                SYSTEMS CORPORATION

               

              By:

            
	
              /S/
                Katsumi Komaguchi                                       
                

              (Authorized
                Signature)

            	
              /S/
                Richard L.
                Roll                                          
                

              (Authorized
                Signature)

            
	
              Name:
                Katsumi Komaguchi

            	
              Name:
                Richard L. Roll

            
	
              Title:
                President

            	
              Title:
                President and CEO

            
	
              Date:
                April 10, 2007

            	
              Date:
                April 17, 2007

            


    

    


    
      
         

      

      
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