PEERLESS SYSTEMS CORP
AMENDMENT NO. 1 TO NEST OFFICE SDK
<DOCUMENT>
<TYPE>EX-10.56
<SEQUENCE>35
<FILENAME>dex1056.txt
<DESCRIPTION>AMENDMENT NO. 1 TO NEST OFFICE SDK
<TEXT>
<PAGE>
                                                                   Exhibit 10.56

                                 AMENDMENT NO. 1

                                       to

                             STATEMENT OF WORK NO. 8

                                       to

                                  BDA NO. N-A-1

Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as *. A complete version of this exhibit has been filed
separately with the Securities and Exchange Commission.

<PAGE>

                               Amendment No. 1 to

                           Statement of Work No. 8 to

                                  BDA No. N-A-1

     In this Amendment No. 1 to Statement of Work No. 8 ("SOW8") to BDA No.
N-A-1 between Novell, Inc, with principal offices at 1800 South Novell Place,
Provo, Utah, 84606-6194 ("Novell"), and Peerless Systems Corporation, with
principal offices at 2381 Rosecrans Avenue, Suite 400, El Segundo, CA 90245
("Peerless"), Novell and Peerless agree as follows:

1.   Purpose: Under SOW8, Peerless has the right to resell NEST Office SDKs to
third party Developers under the terms and conditions of Peerless NEST
Agreements. Such Peerless NEST Agreements do not grant to such Developers the
right to sublicense reproduction and distribution rights to OEMs. Peerless and
such Developers would like to have such right, and Novell is agreeable to
granting such right under the terms and conditions of this Amendment No. 1.

2.   Approved Alterations to Peerless NEST Agreements: In the event that a
PEERLESS NEST Agreement exists between Peerless and a Developer, Peerless may
amend such PEERLESS NEST Agreement as specified in Exhibit A hereto.

3.   Additional License Grant: Novell hereby grants to Peerless those additional
license rights, if any, necessary for Peerless to exercise its rights under
paragraph 2 of this Amendment No. 1. Such additional license rights shall be
limited, restricted, and circumscribed in the same manner as those license
rights granted in the underlying SOW8.

4.   Copy of Agreements to Novell: Peerless shall, within thirty (30) days of
receiving an executed NEST OEM License Agreement from a Developer, provide
Novell with a copy at the following address:

Attn:   Contract Management, PRV-D231
Novell, Inc.
1800 South Novell Place
Provo, UT 84606

Peerless may redact from such copy financial terms, including, but not limited
to, royalty rates, fees, discounts, minimums, quotas, and penalties.

5.   Royalties: Peerless acknowledges and agrees that: (i) for purposes of the
payment of royalties by Peerless to Novell, each unit of Qualifying OEM Products
transferred, sold, sublicensed, or otherwise authorized for use by one of
Peerless' Developer's OEMs shall be deemed to contain at least one (1) Unit of
product; and (ii) Peerless' obligation to pay royalties to Novell is not
contingent upon, and comes due regardless of, the payment of fees or royalties
by Peerless' Developer's OEMs to Peerless' Developers, or the payment of fees or
royalties by Peerless' Developers to Peerless.

6.   Qualifying Product Report to Novell. Within ten (10) Peerless business days
after the end of each month, Peerless shall provide to Novell a report
identifying and describing each Qualifying OEM Product that first shipped in the
preceding month. Such report shall be provided even if no such first shipments
occurred in the preceding month. Peerless shall attach to such report copies of
all "Exhibit A" reports received from its Developers and such Developers' OEMs
in the preceding month.

                                       1

<PAGE>

                      *    *    *    *    *    *

             NOVELL                                PEERLESS

By:      /s/ Ryan J. Taylor           By:        /s/ Ron Davis
      -------------------------              ----------------------------

Name:    Ryan J. Taylor               Name:      Ron Davis
      -------------------------              ----------------------------

Title:   Contract Manager             Title:     Vice President of Sales
      -------------------------              ----------------------------

Date:    January 10, 2002             Date:      January 9, 2002
      -------------------------              ----------------------------

                                        2

<PAGE>

[LOGO OF NOVELL]
                                                 CONFIDENTIAL-EXECUTION DOCUMENT
--------------------------------------------------------------------------------

                                   Addendum to
                                      SOW 8
                          Reselling of NEST Office SDK

This ADDENDUM amends and supplements the Business Development Agreement dated
September 6, 1996 ("Agreement") and SOW 8, Reselling of NEST Office SDK, between
Novell, Inc., a Delaware corporation having a principal place of business at
1800 South Novell Place, Provo, Utah 84606 ("Novell") and Netreon, Inc.
(formerly Peerless Systems Networking) ("Netreon"), having its principal place
of business at 1130 Terra Bella Ave., Mountain View, CA 94043.

The Agreement shall remain in full force and effect, except that it shall be
modified as set forth in this Addendum. This Addendum shall be applicable only
to Novell terms provided under the relevant Statement of Work ("SO terms which
are not defined in this Addendum shall have the meaning set forth in the
Agreement. Should a conflict arise between this Addendum and the Agreement, the
provisions of this Addendum shall control.

The parties hereby agree that the Agreement shall be and hereby is modified as
follows:

4.     License and Ownership For purposes of this Addendum only, the following
       subsection is hereby added as follows:

       License Grant. Novell hereby agrees to grant Netreon the one-time right
       to sublicense the Service Locator Protocol ("SLP") Code files (Attachment
       A) from the embedded NDPS SDK, to AHT, Inc. for the purpose of using it
       with the NEST Office Side.

       In exchange for the license grants herein, Novell shall invoice Netreon,
       Inc., and Netreon shall pay, a one-time fee of $*. Payment shall be due
       thirty (30) days from the date of invoice.

        IN WITNESS WHEREOF, each of the parties hereto have caused this Addendum
to be executed by duly authorized representatives of the parties.

              NOVELL, INC.:                                Netreon

Signature:      /s/ Ryan Taylor               Signature:    /s/ Ron Davis
          -------------------------------               ------------------------
Name:           Ryan Taylor                   Name:         Ron Davis
     ------------------------------------          -----------------------------
Title:          Contract Manager              Title:        V. P. Sales
      -----------------------------------           ----------------------------
Date:           July 14, 2001                 Date:            September 6, 2001
     ------------------------------------          -----------------------------

* Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.

--------------------------------------------------------------------------------
   Novell NEST Agreement                                                Addendum
   Statement of Work 8                                                (09/04/01)
                                        1

<PAGE>

                                  ATTACHMENT A

*

* Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.

--------------------------------------------------------------------------------
   Novell NEST Agreement                                                Addendum
   Statement of Work 8                                                (09/04/01)
                                        2

</TEXT>
</DOCUMENT>
