MASTER TECHNOLOGY LICENSE AGREEMENT



                                     between



                               KYOCERA CORPORATION



                                       and



                          PEERLESS SYSTEMS CORPORATION





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Kyocera/Peerless Master Technology Agreement

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                       Master Technology License Agreement



This Master Technology License Agreement ("this Agreement") is entered into as

of April 1, 1997, by and between Kyocera Corporation with offices at 2-14-9

Tamagawadai, Setagaya-ku, Tokyo 158, Japan (hereinafter referred to as

"Kyocera") and Peerless Systems Corporation, with offices at 2381 Rosecrans

Avenue, El Segundo, California, 90245, USA (hereinafter referred to as

"Peerless").



The terms and conditions of this Agreement and those contained in one or more

Software License Addenda hereto ("Addenda"), which are incorporated herein in

their entirety by reference, shall constitute the licensing agreement for the

Licensed Product(s) (as hereinafter defined) specified in the Addenda hereto.



This Agreement and the Addenda hereto constitute the exclusive statement of the

agreement between Peerless and Kyocera concerning the subject matter hereof. All

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

relating to Licensed Software specified in 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and are superseded by the terms of this Agreement.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 Kyocera 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.





KYOCERA CORPORATION.                   PEERLESS SYSTEMS CORPORATION



By: /s/ Koji Seki                      By: /s/ Hoshi Printer

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

(Authorized Signature)

Name  Koji Seki                        Name:  Hoshi Printer

Title  Managing Director               Title Vice President; Chief Financial;

                                             Officer



Date  June 18, 1997                    Date: June 4, 1997



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                                     Page 1

                              PEERLESS PROPRIETARY



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Kyocera/Peerless Master Technology Agreement

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1.0    Definitions



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

meeting the requirements described in each Addendum hereto, provided that such

device is both (i) designed and manufactured by Kyocera or designed by Kyocera

and manufactured by a third party for Kyocera's account pursuant to such design

and (ii) sold, distributed or otherwise marketed to End Users under Kyocera's

name and trademark or the name and trademark of any customer of Kyocera other

than the name or trademark of a Manufacturing Licensee or affiliate or related

party of a Manufacturing Licensee.



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

Software, the version thereof specified in each Addendum hereto.



1.3    Confidential Information. "Confidential Information" means any (i)

written material that either party labels, stamps or otherwise designates as

confidential, (ii) oral communication that either 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) 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 Kyocera, (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.



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

Executable Copy of the Licensed Software in any form or media for its own use

and not for subsequent sale, license or other transfer.



1.5    License. "License" means the rights granted to Kyocera by Peerless

pursuant to Sections 2 and 3 hereof.



1.6    Kyocera Facility. "Kyocera Facility" means the facility set forth in an

Addendum to this Agreement which is deemed to be the authorized Kyocera Facility

as of the date thereof.



1.7    Licensed Software. "Licensed Software" means any of the computer programs

and other Peerless provided technology identified in each Addendum hereto.



1.8    Machine Executable Copy. "Machine Executable Copy" means an object code

(machine executable) copy of any Current Release or Update Release licensed to

Kyocera hereunder.



1.9    Manufacturing Licensee. "Manufacturing Licensee" means a third party that

manufactures Machine Executable Copies or Authorized Kyocera Devices under

license from Kyocera.



1.10   Peerless Material. "Peerless Material" means any Machine Executable

Copies, any material provided by Peerless to Kyocera, and any part or copy of

any of the foregoing in any form or media.



1.11   Source Materials. "Source Materials" means any source code and any

related documentation or materials for the Licensed Software.



1.12   Update Release. From time to time Peerless may (but shall not be

obligated to) release new versions of the Licensed Software containing error

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