NEST OFFICE SDK

                       DEVELOPMENT AND RESELLER AGREEMENT

                      STATEMENT OF WORK 8 to BDA No. N-A-1



1.       PURPOSE. Novell develops and markets the NEST Office SDKs, and under

         written agreements authorizes third parties to create and distribute

         network enabled devices containing NEST Office SDK technologies. The

         mission of Peerless Systems Networking ("PSN"), formerly Auco, Inc. and

         now a wholly-owned subsidiary of Peerless Systems Corporation, is to

         provide the best tools and most efficient services available to help

         office peripheral manufacturers include customized networking support

         in their products. This SOW 8 sets forth the terms and conditions under

         which PSN will be appointed as a distributor of the NEST Office SDK.



2.       DEFINITIONS.



         a.       "Add-On Product" shall mean a product that does not include

                  Licensed Work Code, but which utilizes APIs of the NEST Office

                  SDK.



         b.       "Authentication Code" shall mean the following modules of the

                  Licensed Works which Novell licenses from third parties

                  subject to certain restrictions set forth in Section 4.a.i

                  below: * from the Licensed Works so identified by Novell upon

                  receipt of notice by Novell, which notice Novell will make

                  diligent efforts to provide to PSN upon delivery of the

                  Authentication Code to PSN.



         c.       "Effective Date" shall mean the later of dates on which SOW 8

                  is executed by a duly authorizedrepresentative of PSN or

                  Novell.



         d.       "Harmful Code" shall mean any Binary Code or Source Code

                  constructed with the ability to damage, interfere with or

                  otherwise adversely affect computer programs, data files, or

                  hardware without the consent or intent of the computer user.

                  This definition includes, but is not limited to,

                  self-replacing and self-propagating programming instructions

                  commonly called "viruses" and "worms."



         e.       "Licensed Works" shall mean the NEST Office SDK version 1.0.



         f.       "NEST Program Agreement" shall mean the standard agreement

                  whereby PSN makes the NEST Office SDKs available to third

                  parties as permitted under this SOW 8. The version of the NEST

                  Program Agreement current as of the Effective Date is attached

                  hereto as Exhibit C.



         g.       "NEST Trademark" shall mean the NEST trademark including all

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