PEERLESS SYSTEMS CORP
LICENSE SOFTWARE ADDENDUM #5
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>10
<FILENAME>dex1031.txt
<DESCRIPTION>LICENSE SOFTWARE ADDENDUM #5
<TEXT>
<PAGE>
                                                                   Exhibit 10.31


                          LICENSE SOFTWARE ADDENDUM #5

                                       to

                       MASTER TECHNOLOGY LICENSE AGREEMENT

                                     between

                               KONICA CORPORATION

                                       and

                         PEERLESS SYSTEMS(R) CORPORATION



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>

KONICA/PEERLESS Licensed Software Addendum #5                       CONFIDENTIAL
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                        LICENSED SOFTWARE ADDENDUM #5 TO
                       MASTER TECHNOLOGY LICENSE AGREEMENT
                              DATED APRIL 19, 1999

This Licensed Software Addendum #5 ("this LSA #5") is entered into as of July 1,
2001 (the "Effective Date") by and between Konica Corporation, a Japanese
corporation ("KONICA") and PEERLESS Systems(R) Corporation, a Delaware
corporation ("PEERLESS"), pursuant to the provisions of the Master Technology
License Agreement between those Parties dated April 19, 2000 (the "MTLA"). That
MTLA provides that KONICA may license certain Licensed Products from PEERLESS
pursuant to one or more Addenda to the MTLA executed by KONICA and PEERLESS.
This LSA #5 is hereby made part thereof, and the terms and conditions of the
MTLA are incorporated by reference herein. This LSA #5 includes the following
Exhibits:

           Exhibit A - Description of License Granted

           Exhibit C - Payments and Payment Terms

IN WITNESS WHEREOF, the Parties hereto have executed this LSA #5 as of the date
last below written:

KONICA CORPORATION                            PEERLESS SYSTEMS CORPORATION

By:                                           By:

         /s/ Yoshiaki Ando                              /s/ Ron Davis
----------------------------------------      ----------------------------------
(Authorized Signature)                        (Authorized Signature)

Name: Yoshiaki Ando                           Name: Ron Davis

Title: General Manager of Planning            Title: Vice President of Sales
Department:  Business Machines Sales and
Marketing Division
                                              Date: July 31, 2001
Date: July 19, 2001


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KONICA/PEERLESS Licensed Software Addendum #5                       CONFIDENTIAL
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                          LICENSED SOFTWARE ADDENDUM #5

1.0 DEFINITIONS. All capitalized terms used herein shall have the meaning
specified in this LSA#5 or, if not defined herein, then the meaning specified in
the MTLA. For terms that are defined in this Section 1 and in the MTLA, the
definition provided herein shall govern for all purposes hereof.

1.1 "Derivative Product", with respect to any hardware product, means the main
body of an Authorized KONICA Device incorporating PEERLESS Material and any
other components which shall be bundled with and be contained in a package with
the main body of product at the time of KONICA's shipment of that Authorized
KONICA Device to KONICA's customer.

1.2 "Derivative Work(s)" with respect to any computer program, means (i) for
copyrightable or copyrighted 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; (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 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 a infringement. For
purposes hereof, a Derivative Work shall also include any compilation that
incorporates such a preexisting work.

1.3 "Machine Executable Copy" includes anything designated as such under the
MTLA and, without limiting the foregoing, any object code, machine executable
version of any Derivative Work of any Current Release or Update Release licensed
to KONICA under this LSA #5.

1.4 "PEERLESS Materials" includes anything designated as such under the MTLA
and, without limiting the foregoing, any of the foregoing incorporated in or
underlying any Derivative Work created pursuant to Section 2 of this LSA #5.

1.5 "Source Materials" means any source code and any related documentation or
materials for the Current Release(s) or for any Update Release, including
without limitation any such code or materials incorporated in underlying any
Derivative Work created pursuant to Section 3 of this LSA #5.

1.6 "Source Code" means Code in programming languages such as "C" and Fortran
which when processed by a compiler, assembler or interpreter become executable
by a computer, including all comments and procedural code (e.g., job control
language (JCL) statements), plus all related development documents (e.g., flow
charts, schematics, statements of principles of operations, end-user manuals,
architectural standards, and any other specifications that are used to create or
that comprise the Code).

1.7 "Source License" means the rights granted pursuant to Sections 2 and 3 of
this LSA #5.

2.0 ADDITIONAL LICENSE GRANTED. Without limiting any of KONICA's rights under
the MTLA and subject to the provisions of this Addendum as well as the payment
of all applicable license fees for the term of such license, PEERLESS grants a
non-exclusive,

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KONICA/PEERLESS Licensed Software Addendum #5                       CONFIDENTIAL
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non-transferable license to KONICA (i) to create source code versions of
Derivative Works of any Current Release or any Update Release, (ii) to create
Machine Executable Copies in Object Code format only using any development
environment or compiler of which PEERLESS may approve in writing, which approval
shall not be unreasonably withheld, and (iii) to provide maintenance, support or
similar services in connection with any Machine Executable Copies distributed
under the MTLA.

3.0 DELIVERABLES. KONICA agrees that PEERLESS has transmitted to an Authorized
KONICA Facility all applicable Source Code and related standard documentation
for each Current Release. PEERLESS has no further responsibilities associated
with deliverables. PEERLESS shall have no obligation hereunder to port any
Update Release provided hereunder.

4.0 TERM AND TERMINATION. The term of this LSA #5 shall be coextensive with the
term of the License under the MTLA.

5.0 INDEMNIFICATION. KONICA shall have the right, subject to the MTLA and this
LSA#5, to control its development; manufacturing and marketing efforts.
Accordingly, KONICA shall, except to the extent that PEERLESS has indemnified
KONICA pursuant to the MTLA, indemnify and hold PEERLESS harmless from any and
all losses or damages (including without limitation attorneys' .fees and costs
and all third party claims or demands of any type whatsoever) arising out of,
incurred in connection with or relating to the KONICA's development,
manufacturing arid marketing of Authorized KONICA Devices.

6.0 PROPRIETARY RIGHTS AND CONFIDENTIALITY

6.1 PEERLESS shall own all title and proprietary rights, including without
limitation copyrights, patents and trade secret rights, in any PEERLESS
Materials, including without limitation any portion thereof incorporated in or
underlying any Derivative Work created by KONICA, and any part or copy of any of
the foregoing in any form or media.

6.2 In the case of all Derivative Work, PEERLESS shall continue to own the
underlying Code and all proprietary rights thereto, and shall own the Derivative
Work as a whole and all proprietary rights thereto. PEERLESS shall own such
modifications per se and all proprietary rights thereto. KONICA shall have the
right and license to use such modifications per se, in Source Code or Object
Code format to the same extent it is licensed to use the Code in such respective
formats as set forth elsewhere in the MTLA and this LSA #5. The foregoing
ownership rights are subject to the Licenses set forth herein. Rights not
expressly granted to the KONICA hereunder are reserved by the PEERLESS.

Accordingly, KONICA has the right to develop its own modifications to the
PEERLESS Source Code, either by itself or through PEERLESS. The right to
manufacture and distribute such modified code (i.e., a Derivative Work) in
Object Code format only requires a separate Licensed Software Addendum.

Without limiting the foregoing, KONICA shall own all title and proprietary
rights in any pre-existing KONICA intellectual property that KONICA contributes
to any such Derivative Work.

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KONICA/PEERLESS Licensed Software Addendum #5                       CONFIDENTIAL
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6.3 Without limiting any of KONICA's obligations of confidentiality imposed
pursuant to the MTLA, KONICA shall (i) specifically require any employee and
contractor of KONICA to execute KONICA's standard confidentiality and
non-disclosure agreement(s) content of such agreement to be subject to PEERLESS'
approval, which shall not be unreasonably withheld; (ii) notify PEERLESS
promptly and in writing of any circumstances of which KONICA has knowledge
regarding any possible use of or access to any Confidential Information or any
part thereof by any unauthorized person or entity; and (iii) take and allow
PEERLESS to take, at KONICA's expense but under PEERLESS' control, any legal or
other action necessary to prevent or stop the access to or use of the
Confidential Information by an person or entity that has gained access to the
Confidential Information due to the fault or negligence of License or any breach
by KONICA of the MTLA or this LSA #5.

6.4 Any breach by KONICA of any of its obligations under this Section 6 shall be
considered to be a Default of the provisions of the MTLA.

7.0 AUDIT RIGHTS. PEERLESS shall have the right, upon one (1) business day's
prior notice, to have one (1) of its employees walk through and inspect any
KONICA Facility to determine whether KONICA employs adequate security procedures
as required in Paragraph 6.3 of this LSA #5.

///End


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KONICA/PEERLESS Licensed Software Addendum #5                       CONFIDENTIAL
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                EXHIBIT A - DESCRIPTION OF LICENSE GRANTED

1.0 PEERLESS Licensed Products: KONICA is authorized to use the following
PEERLESS Licensed Product(s) listed below which it will receive in Source Code
format:

    1.1   PEERLESSPRINT(R)5E Native Windows 2000 Printer Driver Current Release.

    1.2   PEERLESSPRINT(R)6. Native Windows 2000 Printer Driver Current Release.

2.0 Authorized Konica Devices: Konica is authorized to use the PEERLESS Licensed
Products in Object Code format in all Authorized KONICA Devices.

///End

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KONICA/PEERLESS Licensed Software Addendum #5                       CONFIDENTIAL
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                     EXHIBIT C - PAYMENTS AND PAYMENT TERMS

1.0  PER UNIT LICENSE FEES:

Per Unit License Fees for the Peerless Licensed Product on Authorized KONICA
Devices are waived in lieu of the Term Defined Distribution License identified
and described In Exhibit C, Section 2.0 herein below.

2.0  TERM DEFINED DISTRIBUTION LICENSE:

KONICA may use, distribute, have distributed, manufacture, and/or have
manufactured the Peerless Licensed Product on Authorized KONICA Devices without
the payment of any Per Unit License Fees on the payment to PEERLESS of a Term
Defined Unlimited Distribution License Fee. A Term Defined Unlimited
Distribution License shall allow KONICA to ship all Authorized KONICA Devices
without Per Unit License Fees during the term of the License.

2.1  INITIAL TERM DEFINED DISTRIBUTION LICENCE: The Initial Term Defined
Distribution License shall be defined as follows:

         2.1.1 Term. The Term of the Initial Term Defined Distribution License
         shall be from the shipment date of the Peerless Licensed Product to
         KONICA, or October 1, 2001 whichever date is earlier, through December
         31, 2002, or 15 months from the shipment date of the Peerless Licensed
         Product to KONICA which date is later.

         2.1.2 Payment. This Initial Term Defined Distribution License shall be
         granted upon the non-refundable, non-transferable and non-creditable
         payment of U.S$* (* dollars), due and payable as of the shipment date
         of the Peerless Licensed Product to KONICA, or October 1, 2001
         whichever is earlier.

2.2  SUBSEQUENT TERM DEFINED DISTRIBUTION LICENSE. Subsequent Term Defined
Distribution Licenses shall be defined as follows:

         2.2.1 Term. The Term of each Subsequent Term Defined Distribution
         License shall be one calendar quarter starting from January 1, 2003.

         2.1.2 Payment. Each Subsequent Term Defined Distribution License shall
         be granted upon the non-refundable, non-transferable and non-creditable
         payment of U.S.$ * (* dollars), due and payable as of the first day of
         the licensed period.

2.3  SUPPORT SERVICES FOR PEERLESS LICENSES PRODUCTS:

It is agreed between the Parties that PEERLESS shall provide KONICA Maintenance
Support Services for the Peerless Licensed Products. It is further agreed that
such Support services shall be the same as those services defined in Addendum #l
to the Subscription Support Agreement dated November 1, 2000 which exists
between the Parties. This Support Services is included in Distribution License
of this Agreement.

* 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.

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KONICA/PEERLESS Licensed Software Addendum #5                       CONFIDENTIAL
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2.4  OTHER PROVISIONS: KONICA shall pay all Term Defined Distribution License
Fees royalties in United States dollars.


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