MASTER TECHNOLOGY LICENSE AGREEMENT

                             DATED January 16, 2000



         This Master Technology License Agreement including Attachment # 1

hereto ("this Agreement" or "MTLA") is entered into as of January 16, 2000 (the

"Effective Date"), by and between KONICA Corporation, a Japanese corporation,

having its principal office at No.26-2 Nishishinjuku 1-chome, Sinjuku-ku Tokyo,

Japan ("KONICA" as defined Paragraph 1.5 below) and PEERLESS Systems

Corporation, a Delaware corporation, with offices at 2381 Rosecrans Avenue, El

Segundo, California, 90245, USA ("PEERLESS").



         The Terms and Conditions of the MTLA consists of the following:



         Attachment 1                   Additional Terms And Conditions

                                         Regarding The Licensing Of PEERLESS

                                         Software Developer Kits ("SDK") Which

                                         Contain Adobe Systems Inc. Source Code.

         Annex 1 to Attachment # 1      MINIMUM TERMS OF END USER AGREEMENTS

         Exhibit A To Attachment # 1    SECURE PROCEDURES FOR HANDLING ADOBE

                                         SUPPORT INFORMATION

         Exhibit B To Attachment # 1    EXTENDED ROMAN FONT PROGRAM SET

         Exhibit B-1 To Attachment # I  NON-ROMAN FONT PROGRAMS Exhibit C To

         Attachment # 1                 Use Of Adobe Trademarks



         The terms and conditions of this Agreement, the Attachment #1 including

Exhibits A, B, B-1 and C hereto and those contained in one or more License

Software Addenda hereto ("Addenda"), which are incorporated herein by reference,

shall constitute the licensing agreement for the Licensed Product(s) (as

hereinafter defined) specified in the Addenda hereto.



         This MTLA including the Attachment # 1 including Exhibits and the

Addenda hereto, as well as the Confidentiality Agreement between the Parties

which is presently in effect, constitute the exclusive statement of the

agreement between PEERLESS and KONICA concerning the subject matter hereof. All

other prior agreements, arrangements or understandings, oral or written,

relating to Licensed Products specified in the Attachment A and the Addenda

hereto are merged into and are superseded by the terms of this Agreement.

Without limiting the foregoing, the pre-printed portions of a purchase order or

any other document submitted by KONICA in connection with an order for the

Licensed Product(s) shall not add to or vary the terms of this Agreement.



THE TERMS AND CONDITIONS ON THE FOLLOWING PAGES ARE PART OF THIS AGREEMENT. BOTH

PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT,

AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.



PEERLESS SYSTEMS CORPORATION                  KONICA CORPORATION

By:                                           By:

         /s/ Cary A. Kimmel                          /s/ Masatoshi Matsuzaki

-----------------------------------------     ----------------------------------

Name:  Cary A. Kimmel                         Name:  Masatoshi Matsuzaki

Title: Director of Business Development       Title: General Manager

Date:  January 16, 2000                       Date:  January 16, 2000



{PAGE}



                              TERMS AND CONDITIONS



1.   Definitions



1.0 Attachment #1. "Attachment # 1" includes the Exhibits attached thereto and

sets out collateral minimum terms and conditions that KONICA is obligated to

accept pursuant to the Licenses granted hereunder.



1.1 Authorized KONICA Device. "Authorized KONICA Device" means any device

meeting the requirements described in each Licensed Software Addendum hereto,

provided that such device is both (i) designed and manufactured by KONICA or

designed by KONICA and manufactured by a third party for KONICA's account

pursuant to such design and (ii) sold, distributed or otherwise marketed to End

Users under KONICA's name and trademark or the name and trademark of any

customer of KONICA including OEM Remarketer customer of KONICA other than the

name or trademark of a Manufacturing Licensee or affiliate or related party of a

Manufacturing Licensee.



1.2 Confidential Information. "Confidential Information" means any (i) written

material that the disclosing party labels, stamps or otherwise designates as

confidential, (ii) oral communication that the disclosing party designates as

confidential at the time that it is made and for which the disclosing party

provides written notice to the receiving party within thirty (30) days

thereafter stating that such information is confidential, (iii) the terms of

this Agreement, and (iv) copies of any of the foregoing. Notwithstanding

anything to the contrary contained in this Agreement, "Confidential Information"

shall not include information that the receiving party can document was (i) in

the public domain at the time of disclosure, or which enters the public domain

other than as a result of the fault or negligence of the receiving party, (ii)

already known to the receiving party at the time of first disclosure hereunder

without obligation of confidentiality, (iii) rightfully obtained by the

receiving party from a third party without obligations of confidentiality, or

(iv) lawfully developed by the receiving party independently and without direct

or indirect reference to or use of any Confidential Information disclosed to it

hereunder.



1.3 Current Release. "Current Release" means, with respect to any Licensed

Product, the version thereof specified in each Licensed Software Addendum

hereto.



1.4 Derivative Work. "Derivative Work" means (i) for copyrightable or

copyrighted material and new material that is based upon one or more preexisting

works, such as a revision, modification, translation, abridgment, condensation,

expansion, or any other form in which such preexisting works may be recast,

transformed, or adapted; and (ii) for patentable or patented material, any

improvement thereon; and (iii) for material which is protected by trade secret,

any new material derived from such existing trade secret material, including new

material which may be protected or protectable by copyright, patent and/or trade

secret, and that, if prepared without authorization of the owner of the

copyright, patent and trade secret in such preexisting work, would constitute an

infringement. For purposes hereof; a Derivative Work refers to Licensed Products

as defined herein and shall also include any compilation that incorporates such

a preexisting work.



1.5 KONICA. "KONICA" means KONICA Corporation, a Japanese corporation, and any

of its affiliates or subsidiaries.



1.6 KONICA Facility(ies). "KONICA Facility (ies)" means the facility set forth

in a Licensed Software Addendum to this Agreement which is deemed to be the

authorized KONICA Facility as of the date thereof. A KONICA Facility can be

either a "KONICA Development Facility" or a "KONICA Manufacturing Facility".



1.7 End User. "End User" means a person or entity that acquires a Machine

Executable Copy in any form or media for its ordinary business or personal

purposes, but not for redistribution, resale, license or other transfer.



1.8 General Availability. "General Availability" ("GA") means the time when a

product is available for shipment from KONICA to all customers. GA shall not

include sample shipments in non-production quantities for evaluation purposes

only.



1.9 License. "License" means the rights granted to KONICA pursuant to Sections 2

and 3 hereof.



1.10 Licensed Product. "Licensed Product" means the PEERLESS-owned PEERLESS

Technology as identified herein or in a Licensed Software Addendum to this MTLA

between PEERLESS and KONICA, including, without limitation, any of the computer

programs utilizing the PEERLESS Technology, the PEERLESS documentation thereto

and other PEERLESS provided technology identified in each Licensed Software

Addendum hereto.



1.11 Licensed Software Addendum ("LSA") - Licensed Software Addendum means an

appendix(ces) to the MTLA between PEERLESS and KONICA describing the

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