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                                                                   EXHIBIT 10.84


Confidential treatment has been requested for portions of this document. The
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this exhibit has been filed separately
with the Securities and Exchange Commission.

                                AMENDMENT NO. 17
                                     TO THE
                     POSTSCRIPT SOFTWARE DEVELOPMENT LICENSE
                            AND SUBLICENSE AGREEMENT
                                     BETWEEN
                           ADOBE SYSTEMS INCORPORATED
                                       AND
                          PEERLESS SYSTEMS CORPORATION

                        Effective as of 15 October, 2004

      This Amendment No. 17 (the "Amendment") to the PostScript Software
Development License and Sublicense Agreement dated July 23, 1999, as previously
amended (the "Agreement"), is between Adobe Systems Incorporated, a Delaware
corporation having a place of business at 345 Park Avenue, San Jose, CA 95110
("Adobe") and Peerless Systems Corporation, a Delaware corporation having a
place of business at 2381 Rosecrans Avenue, El Segundo, California 90245
("Peerless").

      WHEREAS, the purpose of this Amendment No. 17 is to amend the Agreement to
permit Peerless to develop and distribute Licensed Systems (hereinafter
"Peerless-Branded Licensed Systems") under the terms of the Agreement; and

      WHEREAS, Adobe agrees to a modification of the testing and certification
process authorizing Peerless to conduct the testing of the Revised Object and
applicable Peerless-Branded Licensed System developed by Peerless hereunder.

1. Paragraph 1.1 ("Adobe Certification Test Suite") of Section 1 ("Definitions")
of the Agreement is revised to read in its entirety as follows:

      "1.1 ADOBE CERTIFICATION TEST SUITE means the testing materials and
      procedures developed by Adobe to be used to test Revised Object for
      conformity with the PostScript Language Specification and Adobe quality
      standards by (a) Peerless, in connection with a Peerless SDK,
      Peerless-Branded Licensed Systems or OEM Customer Licensed Systems and (b)
      OEM Customers, in connection with an OEM Customer Licensed Systems."

2. Paragraph 1.6.1 ("Adobe Support Source") of Section 1 ("Definitions") of the
Agreement is revised to read in its entirety as follows:

      "1.6.1 ADOBE SUPPORT SOURCE means those portions of the Adobe Software
      supplied to Peerless in human readable source code form, including the
      corresponding source documentation and interface materials, as identified
      by Adobe in an appendix or materials release form, which may be modified
      by Peerless or by a Third Party Developer


                     Amend. 17 to PS Agmt. - Adobe/Peerles 1
<PAGE>
      (under a Development Agreement with Peerless) to adapt the Adobe Software
      for compatibility with OEM Customer Licensed Systems or Peerless-Branded
      Licensed Systems."

3. Paragraph 1.20 ("Licensed System") of Section 1 ("Definitions") of the
Agreement is revised to read in its entirety as follows:

      "1.20 Licensed System means an OEM Customer product (hereinafter known as
      an "OEM Customer Licensed System") or a Peerless product (hereinafter
      known as a "Peerless-Branded Licensed System") that includes Revised
      Object and Font Programs, and may include (unless such components are
      identified as mandatory, in which case it shall include) Other Adobe
      Software, Host Software, one or more Designated Output Devices and other
      hardware and software identified in a Peerless/OEM Customer Licensed
      System Appendix or Adobe/Peerless Licensed System Appendix (as
      applicable). The Peerless/OEM Customer Licensed System Appendix or
      Adobe/Peerless Licensed System Appendix (as applicable) shall be executed
      prior to Peerless' delivery to Adobe of the certification test results for
      such Licensed System pursuant to Paragraph 2 ("Testing") of EXHIBIT F
      ("Licensed System Test Procedures") of the Agreement. Any reference in the
      Agreement to "Licensed System", unless expressly stated otherwise or where
      limited by the context in which the term is used, shall mean the OEM
      Customer Licensed System and/or the Peerless-Branded Licensed System."

4. Paragraph 1.21 ("Licensed System Appendix) (LSA") of Section 1
("Definitions") of the Agreement is revised to read in its entirety as follows:

      "1.21 LICENSED SYSTEM APPENDIX. (LSA) means an appendix (hereinafter known
      as a "Peerless/OEM Customer Licensed System Appendix") to be added to the
      applicable Peerless OEM Agreement between Peerless and its OEM Customer
      covering each OEM Customer Licensed System or an appendix (hereinafter
      known as an "Adobe/Peerless Licensed System Appendix") between Adobe and
      Peerless covering each Peerless-Branded Licensed System, containing a
      description of the OEM Customer Licensed System or Peerless-Branded
      Licensed System (as applicable) and setting forth any licensing terms
      specific to each such Licensed System and including at a minimum the terms
      set forth in EXHIBIT G ("Minimum Terms for Licensed System Appendix").
      While Adobe will be a signatory to an Adobe/Peerless Licensed System
      Appendix, Adobe will not be a signatory to a Peerless/OEM Customer
      Licensed System Appendix, but will receive a transmittal form summarizing
      any terms contained in the Peerless/OEM Customer Licensed System Appendix
      which would require special consideration by Adobe along with an attached
      copy thereof within five (5) days of final execution. Any Peerless/OEM
      Customer Licensed System Appendix containing terms which impact Adobe's
      rights or obligations otherwise than as explicitly stated in this
      Agreement or appendices thereto, shall require Adobe's written approval on
      the applicable transmittal form to be enforceable. Any reference in the
      Agreement to "Licensed System Appendix", unless expressly stated otherwise
      or where limited by the context in which the term is used, shall mean a
      Peerless/OEM Customer Licensed System Appendix and/or Adobe/Peerless
      Licensed System Appendix."


                     Amend. 17 to PS Agmt. - Adobe/Peerles 2
<PAGE>
5. Paragraph 1.29 ("Revised Object") of Section 1 ("Definitions") of the
Agreement is revised to read in its entirety as follows:

      "1.29 REVISED OBJECT means the compiled, object code version of the Adobe
      Software and Other Adobe Software (if any), as revised by Peerless for use
      in a Peerless SDK or a Peerless-Branded Licensed System or in an OEM
      Customer Licensed System pursuant to the licenses granted hereunder."

6. Paragraph 1.40 ("CPSI Software") of Section 1 ("Definitions") of the
Agreement is revised to read in its entirety as follows:

      "1.40 CPSI SOFTWARE means the "Adobe Software", as that term is defined in
      Paragraph 1.6 ("Adobe Software"), running on a specified architecture
      (hereinafter a "CPSI Platform") that Adobe supplies to Peerless in object
      code form only and from which Peerless develops (i) host-based OEM
      Customer Licensed Systems for distribution by an OEM Customer in
      accordance with the terms and conditions of a Peerless OEM Agreement, or
      by OEM Remarketer Customers in accordance with the terms and conditions of
      an OEM Remarketer Customer Agreement, or (ii) Peerless SDK(s) for use by
      an OEM Customer in developing host-based OEM Customer Licensed Systems for
      distribution by OEM Customer in accordance with the terms and conditions
      of a Peerless OEM Agreement, or by OEM Remarketer Customers in accordance
      with the terms and conditions of an OEM Remarketer Customer Agreement, and
      (iii) host-based Peerless-Branded Licensed Systems for distribution by
      Peerless under this Agreement or by Peerless Remarketer Customers in
      accordance with the terms and conditions of a Peerless Remarketer Customer
      Agreement."

7. The number "1.43" has inadvertently been duplicated in Paragraph 1.43 ("Host
PDF Printing Library") and Paragraph 1.43 ("PDF to PS Conversion Code"), and in
order to correct any confusion caused by such duplication, Paragraph 1.43 ("PDF
to PS Conversion Code") is renumbered as Paragraph 1.44 ("PDF to PS Conversion
Code") of the Agreement.

8. A new Paragraph 1.45 ("Peerless Remarketer Customer") is hereby added to
Section 1 ("Definitions") of the Agreement to read as follows:

      "1.45 PEERLESS REMARKETER CUSTOMER means a third party with whom Peerless
      has entered into a written agreement authorizing such third party to
      distribute a Peerless-Branded Licensed System under such third party's own
      trademark and/or incorporated as part of such third party's own product
      and under its own End User Agreement that includes terms substantially
      equivalent to those set forth in Paragraph 2.16 ("End User License -
      Peerless-Branded Licensed Systems") and in ATTACHMENT 1 ("Minimum Terms of
      End User Agreements") in EXHIBIT B ("Minimum Terms of Peerless OEM
      Agreements") to the Agreement."

9. A new Paragraph 1.46 ("Golden Master") is hereby added to Section 1
("Definitions") of the Agreement to read as follows:

      "1.46 GOLDEN MASTER means a master tape or a compact disc copy of the
      applicable Adobe Information; i.e., Revised Object, Font Programs, Host
      Software, supplied by


                     Amend. 17 to PS Agmt. - Adobe/Peerles 3
<PAGE>
      Peerless from which multiple copies of the applicable Adobe Information
      may be made by a Peerless Remarketer Customer."

10. Paragraph 2.1 ("Development License") is revised to read in its entirety as
follows:

      "2.1 DEVELOPMENT LICENSE. Subject to Peerless' compliance with the terms
      of this Agreement, Adobe hereby grants to Peerless a non-exclusive,
      non-transferable license to (a) use the Adobe Support Information supplied
      to Peerless hereunder solely at the appropriate Development Site (i.e.,
      Primary or Secondary Development Site), as specified in EXHIBIT C
      ("Development and Reproduction Sites"), only for the purpose of designing,
      developing, adapting, localizing, modifying, testing and maintaining and
      to allow Third Party Developers solely at a Secondary Development Site, as
      specified in EXHIBIT C-2 ("Development Sites - Third Party Developers"),
      to use the Adobe Support Information supplied to Peerless hereunder (but
      excluding any Adobe Core Source) solely on behalf of Peerless or for an
      OEM Customer and in accordance with Paragraph 2.11 ("Third Party
      Developers") to design, develop, adapt, localize, modify, test and
      maintain (i) Revised Object implemented as part of an OEM Customer
      Licensed System or a Peerless-Branded Licensed System, in conformance with
      the PostScript Language Specification, and/or (ii) a Peerless SDK to be
      used by OEM Customers for development, (but not modification except as
      expressly set forth in this Agreement) of OEM Customer Licensed Systems
      conforming with the PostScript Language Specification; (b) use and
      reproduce and allow Third Party Developers to use and reproduce the Host
      Software, if any, solely at an applicable Development Site and only in
      connection with developing a Peerless SDK or Revised Object for use with
      OEM Customer Licensed Systems or Peerless-Branded Licensed Systems; (c)
      localize and modify and allow Third Party Developers to localize and
      modify the Adobe Driver Software in accordance with Paragraph 2 ("Adobe
      Driver Software") of EXHIBIT E ("Host Software"), provided Adobe delivers
      Peerless a software development tool expressly intended for such
      localization or modification, solely at an applicable Development Site(s)
      and only connection with developing a Peerless SDK or Revised Object for
      use with OEM Customer Licensed Systems or Peerless-Branded Licensed
      Systems; (d) if Host Software is provided, localize, reproduce and
      reformat the End User Documentation, and modify the content of the
      Licensed System-specific portion of the End User Documentation and the
      title page and copyright page on behalf of itself and/or its OEM
      Customers, provided that Peerless agrees to distribute the End User
      Documentation in its entirety to the End User, directly and indirectly
      through Peerless' usual distribution channels, including through Peerless
      Remarketer Customers or to such OEM Customers as provided to Peerless by
      Adobe with the applicable Host Software, and further agrees that it will
      not modify or delete any copyright notices or other proprietary notices
      included in such End User Documentation as provided by Adobe; (e) use
      internally the PPD template provided by Adobe to create its own PPD Files.
      Peerless' right to modify the Adobe Support Information under the license
      hereunder is limited to Adobe Support Information provided to Peerless in
      source code form, except for the Adobe Core Source which Peerless is
      prohibited from modifying unless with the prior written approval of
      Adobe's Vice President of Engineering for printing technologies and
      containing any additional terms which Adobe may impose. Adobe agrees to
      respond to such request for approval within a reasonable period after
      receipt thereof, and with


                     Amend. 17 to PS Agmt. - Adobe/Peerles 4
<PAGE>
      respect to a request made by Peerless to correct a defect in the Adobe
      Core Source, Adobe will grant such request provided that Adobe, in its
      judgment, determines that Peerless has the expertise to make the necessary
      corrections. The above limitations imposed on Peerless' right to make
      modifications to Adobe Software shall not preclude Peerless from making
      modifications to documentation and other such materials supplied by Adobe,
      as permitted hereunder."

11. Subsection 2.2.1.1 ("Distribution Rights to the PDF to PS Conversion Code")
to Paragraph 2.2.1 ("Revised Object License") of the Agreement is revised to
read in its entirety as follows:

      "2.2.1.1 DISTRIBUTION RIGHTS TO THE PDF TO PS CONVERSION CODE. With
      respect to the PDF to PS Conversion Code, the rights and sublicensing
      rights granted to Peerless and to OEM Customer, respectively, shall
      include and be limited to the right to (a) use and reproduce (or have
      reproduced for Peerless or its OEM Customer's sole behalf) at the
      Reproduction Site(s) only, and (b) sublicense and distribute, directly and
      indirectly through Peerless' usual distribution channels, including
      distribution through Peerless Remarketer Customers, and (c) sublicense and
      distribute, directly and indirectly through OEM Customer's usual
      distribution channels, including distribution through OEM Remarketer
      Customers, the object code only version of the PDF to PS Conversion Code,
      and any derivative thereof, for use as part of an OEM Customer Licensed
      System or Peerless-Branded Licensed System.

12. Subsection 2.13.1 ("Development Rights") of Paragraph 2.13 ("License to Use
PDF to PS Conversion Code") is revised to read in its entirety as follows:

      "2.13.1 DEVELOPMENT RIGHTS. Subject to Peerless' compliance with the terms
      of the Agreement, Adobe grants to Peerless a non-exclusive,
      non-transferable license during the term of the Agreement to use (but not
      the right to sublicense the right to use) the PDF to PS Source Code solely
      at a Primary Development Site listed in EXHIBIT C ("Development and
      Reproduction Sites") of the Agreement for the sole purpose of designing,
      developing, adapting, modifying, testing, documenting and maintaining the
      PDF to PS Conversion Code for use with OEM Customer Licensed Systems and
      Peerless-Branded Licensed Systems. Peerless may make only such
      modifications to the PDF to PS Source Code as are required to successfully
      compile and link the PDF to PS Conversion Code for use with OEM Customer
      Licensed Systems and Peerless-Branded Licensed Systems. Peerless is not
      permitted to modify the PDF to PS Conversion Code for use with an OEM
      Customer product or a Peerless-Branded product not covered by the terms of
      the Agreement or to change the PDF to PS Conversion Code to create
      PostScript files that are not fully compatible with the Adobe Software.
      Peerless is not obligated to disclose to Adobe any modifications that
      Peerless makes to the PDF to PS Source Code."

13. A new Paragraph 2.16 ("End User License - Peerless-Branded Licensed
Systems") is hereby added to the Agreement to read in its entirety as follows:

      "2.16 END USER LICENSE - PEERLESS-BRANDED LICENSED SYSTEMS.


                     Amend. 17 to PS Agmt. - Adobe/Peerles 5
<PAGE>
            2.16.1 COMMERCIAL END USER LICENSE. Peerless will take all steps
            necessary to protect Adobe's proprietary rights in the Adobe
            Information. Peerless will ensure that each copy of the Revised
            Object, Font Programs and Host Software distributed by Peerless to
            an End User, directly or indirectly through Peerless' usual
            distribution channels, including distribution through Peerless
            Remarketer Customers, will be accompanied by a localized copy of
            Peerless' or Peerless Remarketer Customer's standard software
            license agreement applicable to such software (the "End User
            Agreement"). Such End User Agreement will include terms and
            conditions substantially equivalent to those set forth in ATTACHMENT
            1 ("Minimum Terms of End User Agreements") in EXHIBIT B ("Minimum
            Terms of Peerless OEM Agreements") to the Agreement. The End User
            Agreement may be (a) a written agreement signed by the End User, or
            (b) a written agreement in the package containing the Revised
            Object, Font Programs and Host Software, or the user documentation
            for the Revised Object, Font Programs and Host Software, that is
            fully visible to the End User and that the End User accepts by
            opening the package. If Adobe in writing permits Peerless, either
            directly or through a Peerless Remarketer Customer, to distribute
            Host Software in electronic form, Peerless shall ensure and shall
            require a Peerless Remarketer Customer to ensure that upon the
            initial use of the Host Software, the End User is presented with a
            copy of the End User Agreement and is required to electronically
            accept the terms of the End User Agreement prior to accessing use of
            the functions of the Host Software. If Peerless is supplied Adobe
            Information by Adobe for distribution to End Users which is
            accompanied by an Adobesupplied End User license, Peerless agrees to
            retain and to require its Peerless Remarketer Customer to retain the
            End User license with the applicable Adobe Information distributed
            hereunder. If any such Adobe Information does not already include an
            End User license, Peerless or Peerless Remarketer Customer (as
            applicable) shall include its own End User Agreement that complies
            with the requirements set forth in this Paragraph with any such
            distribution. Peerless shall ensure that each component of Adobe
            Information that it or its Peerless Remarketer Customer licenses to
            an End User as part of a compilation (for example, a CD-ROM software
            compilation) contains either an Adobe-supplied End User license, if
            applicable, or is protected under a Peerless- or Peerless Remarketer
            Customer-supplied End User Agreement accompanying the compilation in
            accordance with the terms of this Paragraph. Peerless shall ensure
            that such End User Agreement contains a provision stating that in
            case of conflict the terms of any individual End User license shall
            prevail over the terms of the End User Agreement.

            2.16.2 U.S. GOVERNMENT END USER LICENSE. When distributing a
            Peerless-Branded Licensed System product to a U.S. Government End
            User, directly or indirectly through Peerless' usual distribution
            channels, including distribution through Peerless Remarketer
            Customers, Peerless or the Peerless Remarketer Customer (as
            applicable) shall identify the Revised Object, Font Programs and
            Host Software and related documentation as a "commercial item," as
            that term is defined at 48 C.F.R. 2.101, and more specifically shall
            be identified as "commercial computer software" and "commercial
            computer software documentation," as such terms are used in 48
            C.F.R. 12.212. Consistent with 48


                     Amend. 17 to PS Agmt. - Adobe/Peerles 6
<PAGE>
            C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, Peerless
            and the Peerless Remarketer Customer (as applicable) will provide
            the Revised Object, Font Programs and Host and related documentation
            to U.S. Government End Users (a) only as a commercial end item and
            (b) with only those rights as are granted to all End Users pursuant
            to the terms and conditions herein."

14. The following new Paragraph 2.17 ("Peerless Distribution Rights to
Peerless-Branded Licensed System") is hereby added to this Agreement to read in
its entirety as follows:

      "2.17 PEERLESS DISTRIBUTION RIGHTS TO PEERLESS-BRANDED LICENSED SYSTEMS.

            2.17.1 REVISED OBJECT AND OTHER ADOBE SOFTWARE LICENSE. Subject to
            Peerless' compliance with the terms of this Agreement, Adobe hereby
            grants to Peerless a non-exclusive, non-transferable license to (a)
            reproduce (or have reproduced for Peerless' sole benefit) at the
            Reproduction Site(s) only, and (b) sublicense and distribute,
            directly and indirectly through Peerless' usual distribution
            channels, including distribution through Peerless Remarketer
            Customers, the Revised Object or Other Adobe Software for use as
            part of a Peerless-Branded Licensed System. Peerless' right to
            distribute commercially the Revised Object or Other Adobe Software
            for use with a Peerless-Branded Licensed System is contingent upon
            execution of an Adobe/Peerless Licensed System Appendix and shall be
            in accordance with the terms set forth in such Adobe/Peerless
            Licensed System Appendix. In order to prevent the unauthorized
            copying and use of the Revised Object and Other Adobe Software,
            Peerless shall employ, and shall require a Peerless Remarketer
            Customer to employ, copy protection satisfactory to Adobe in all
            copies of the Revised Object and Other Adobe Software made for
            commercial distribution or use hereunder.

            2.17.2 FONT PROGRAM LICENSE. Subject to Peerless' compliance with
            the terms of this Agreement, Adobe hereby grants to Peerless a
            non-exclusive, nontransferable license, to (a) reproduce (or have
            reproduced for Peerless' sole benefit) the Font Programs at the
            Reproduction Site(s), (b) distribute the Font Programs, directly and
            indirectly through Peerless' usual distribution channels, including
            distribution through Peerless Remarketer Customers, only as bundled
            with Revised Object in the configuration described in Paragraph 2
            ("Font Program Bundling Requirements") of EXHIBIT O-1 ("Royalty
            Payments and Other Fees for Royalty-Bearing Components of
            Peerless-Branded Licensed Systems") solely for use with a
            Peerless-Branded Licensed System or, in the case of Roman Font
            Programs only, bundled with Host Software (e.g., on a CD-ROM
            containing a compilation of Adobe Information) solely for use with a
            Peerless-Branded Licensed System, (c) sublicense the Font Programs
            to End Users for the reproduction and display of Typefaces on the
            number of central processing units ("CPUs") and computers specified
            in ATTACHMENT 1 ("Minimum Terms of End User Agreements") to EXHIBIT
            B ("Minimum Terms of Peerless OEM Agreements") or in a
            Adobe/Peerless Licensed System Appendix, for use with a single
            Licensed System, (d) use the Font Programs to reproduce and display
            the Typefaces on the Licensed Systems for purposes of test,
            evaluation, or demonstration, and (e) use


                     Amend. 17 to PS Agmt. - Adobe/Peerles 7
<PAGE>
            and sublicense each End User to use the Typeface Trademarks to
            identify the Font Programs. Peerless' license under this Paragraph
            will terminate upon termination of Adobe's rights to use, reproduce,
            and/or distribute such Font Programs under the agreement between
            Adobe and the Trademark owner, if any, pertaining to such Font
            Program, at which time Adobe shall have the right to substitute a
            Font Program for an equivalent Typeface.

            2.17.3 HOST SOFTWARE LICENSE. Subject to Peerless' compliance with
            the terms of this Agreement, Adobe hereby grants to Peerless a
            non-exclusive, nontransferable license to (a) to reproduce (or have
            reproduced for Peerless' sole benefit) at the Reproduction Site(s)
            only, and (b) sublicense and distribute, directly and indirectly
            through Peerless' usual distribution channels, including
            distribution through Peerless Remarketer Customers, Host Software
            provided by Adobe to Peerless solely in object code form either
            bundled with a Licensed System or separately for use with a Licensed
            System in accordance with the terms applicable to "Host Software" in
            ATTACHMENT 1 ("Minimum Terms of End User Agreements") to EXHIBIT B
            ("Minimum Terms of Peerless OEM Agreements"). Peerless' license to
            distribute commercially the Host Software for use with a
            Peerless-Branded Licensed System is contingent upon execution of an
            Adobe/Peerless Licensed System Appendix and shall be in accordance
            with the terms set forth in such Adobe/Peerless Licensed System
            Appendix. Unless otherwise specified in a Adobe/Peerless Licensed
            System Appendix, Peerless will incur no payment obligations to Adobe
            for the right to distribute the Host Software provided that such
            distribution is made free of charge or at a price which does not
            exceed the cost of the media and handling. If Peerless wishes to
            distribute the Host Software at additional costs to an End User, the
            parties will negotiate a mutually acceptable royalty payable to
            Adobe hereunder.

            2.17.4 POSTSCRIPT LANGUAGE SPECIFICATION LICENSE. Peerless will have
            the same rights and sublicensing rights with respect to Peerless
            Remarketer Customers as Peerless may grant to OEM Customers for a
            PostScript Language Specification License under Paragraph 2.2.6
            ("PostScript Language Specification License"); provided however,
            that Peerless Remarketer Customers shall not have the right to
            modify the PostScript Language Specification."

15. The following new Paragraph 2.18 ("Distribution of Peerless-Branded Licensed
Systems By Peerless Remarketer Customers") is hereby added to this Agreement to
read in its entirety as follows:

      "2.18 DISTRIBUTION OF PEERLESS-BRANDED LICENSED SYSTEMS BY PEERLESS
      REMARKETER CUSTOMERS.

            2.18.1 SCOPE OF SUBLICENSE GRANTED TO PEERLESS REMARKETER CUSTOMER.
            Subject to the terms and conditions of this Agreement (including
            without limitation, the terms and conditions of the Peerless
            Remarketer Customer Agreement (defined in Paragraph 2.18.2 below),
            Peerless may sublicense to Peerless Remarketer Customer the right to
            distribute, through its normal


                     Amend. 17 to PS Agmt. - Adobe/Peerles 8
<PAGE>
            distribution channel, the Revised Object, Font Programs, Other Adobe
            Software and Host Software in object code form only and solely for
            use with a Peerless-Branded Licensed System. Peerless Remarketer
            Customer shall have no right to (a) sublicense any rights
            sublicensed to it by Peerless hereunder or (b) alter or replace any
            portion of, or alter the functionality of any portion of, the
            Revised Object, Font Programs, Other Adobe Software and Host
            Software supplied by Peerless to Peerless Remarketer Customer
            hereunder. Peerless shall do all of the development and product
            testing through certification of a Peerless-Branded Licensed System.
            Once the Peerless-Branded Licensed System has been certified in
            accordance with the requirements set forth in Paragraph 5.2
            ("Testing and Certification of Revised Object"), Peerless may supply
            the Peerless Remarketer Customer with Golden Master versions in
            object code form of the Revised Object, Font Programs, Other Adobe
            Software and Host Software for reproduction and distribution as part
            of a Peerless-Branded Licensed System in accordance with the terms
            of this Agreement. Peerless shall require the Peerless Remarketer
            Customer to faithfully reproduce all copies from the applicable
            Golden Master solely at a Reproduction Site and not to alter or
            replace any portion of, or alter the functionality of any portion of
            the Revised Object, Font Programs, Other Adobe Software and Host
            Software developed by Peerless and supplied by Peerless to the
            Peerless Remarketer Customer. Peerless shall prohibit a Peerless
            Remarketer Customer from granting a third party access to Golden
            Masters for any purpose. Except for the sublicensing rights to the
            Revised Object, Font Programs, Other Adobe Software and Host
            Software set forth in this Paragraph 2.18.1, Peerless shall not
            permit a Peerless Remarketer Customer to have access to any portion
            of the Adobe Support Information or to a Peerless SDK.

            2.18.2 MINIMUM TERMS OF PEERLESS REMARKETER CUSTOMER AGREEMENT.
            Peerless will ensure that the written agreement with each Peerless
            Remarketer Customer ("Peerless Remarketer Customer Agreement")
            contains the minimum provisions as set forth below:

                  a. at a minimum, the terms and conditions included in EXHIBIT
            L ("Use of Adobe Trademarks") of the Agreement.

                  b. a requirement that the Peerless Remarketer Customer's
            license to distribute the Font Programs will terminate upon
            termination of the agreement between Adobe and Typeface Trademark
            owner, if any, pertaining to such Font Programs.

                  c. a requirement that the Peerless Remarketer Customer will
            include with any distribution of the Revised Object, Font Programs
            and Host Software a Peerless Remarketer Customer's End User license
            agreement that complies with the requirements set forth in Paragraph
            2.16.1 ("Commercial End User License") of the Agreement. If a
            Peerless-Branded Licensed System is to be distributed to a U.S.
            Government customer, Peerless Remarketer Customer shall be required
            to license the Revised Object , Font Programs and Host Software in
            accordance with Paragraph 2.16.2 ("U.S. Government End User
            License") of the Agreement. If


                     Amend. 17 to PS Agmt. - Adobe/Peerles 9
<PAGE>
            distribution is to another government, Peerless Remarketer Customer
            shall be required to ensure that the Revised Object, Font Programs
            and Host Software receive the maximum protection available from such
            government for commercial computer software and related
            documentation developed at private expense.

                  d. a requirement that the Peerless Remarketer Customer will
            employ protection mechanisms, in accordance with Paragraph 2.8
            ("Protection Mechanisms") of the Agreement, in conjunction with any
            copies of the Revised Object, Font Programs and Host Software it
            creates pursuant to its reproduction licenses hereunder.

                  e. an agreement by the Peerless Remarketer Customer to include
            the applicable Adobe Trademarks and Typeface Trademarks on all
            copies of the Revised Object, Font Programs and Host Software as
            part of a Peerless-Branded Licensed System and in any advertising
            concerning a Peerless-Branded Licensed System and that it will use
            the applicable Adobe Trademarks and Typeface Trademarks on all
            copies, advertisements, brochures, manuals and other appropriate
            uses made in the promotion, sale or use of the Peerless-Branded
            Licensed System.

                  f. a requirement that the Peerless Remarketer Customer will
            faithfully reproduce the Revised Object, Font Programs and Host
            Software from the Golden Master versions supplied by Peerless and
            only at a Reproduction Site(s).

                  g. a requirement that the Peerless Remarketer Customer will
            include the same proprietary notices, including copyright, on the
            media and within the code that appear on the Golden Master versions
            of the Revised Object, Font Programs and Host Software delivered to
            the Peerless Remarketer Customer hereunder and as otherwise required
            by Peerless or Adobe.

                  h. a requirement that upon a request in writing by Adobe or
            Peerless the Peerless Remarketer Customer will provide within thirty
            (30) days of such request specimens of the Revised Object, Font
            Programs and Host Software for inspection and testing purposes to
            determine that the Revised Object, Font Programs and Host Software
            are faithful reproductions of the Golden Master and otherwise
            conform to the Adobe quality standards.

                  i. a requirement that grants Peerless rights to audit the
            records of the Peerless Remarketer Customer equivalent to those
            granted to Adobe in Paragraph 8.11 ("Right of Audit") of the
            Agreement.

                  j. a requirement that designates Adobe as a third party
            beneficiary to the Peerless Remarketer Customer Agreement by
            including the following provision in the Peerless Remarketer
            Customer Agreement:

                        "Peerless Remarketer Customer is hereby notified and
                  agrees that Adobe Systems Incorporated, a Delaware corporation
                  located at 345 Park Avenue,


                    Amend. 17 to PS Agmt. - Adobe/Peerles 10
<PAGE>
                  San Jose, CA 95110-2704 is a third party beneficiary to the
                  Peerless Remarketer Customer Agreement to the extend that the
                  Peerless Remarketer Customer Agreement contains provisions
                  which relate to Peerless Remarketer Customer's use of the
                  Typeface Trademarks, Adobe Trademarks or Adobe Information in
                  conjunction with its distribution of Revised Object, Font
                  Programs and Host Software. Such provisions are made expressly
                  for the benefit of Adobe and its suppliers and are enforceable
                  by Adobe in addition to Peerless."

16. Paragraph 2.2.7 ("Trademark License") of the Agreement is revised to read in
its entirety as follows:

      "2.2.7 TRADEMARK LICENSE. Subject to the terms and conditions of this
      Agreement, including without limitation, EXHIBIT L ("Use of Adobe
      Trademarks") hereto, Adobe hereby grants to Peerless a non-exclusive,
      non-transferable, limited license to (a) use the Trademarks on
      Peerless-Branded Licensed Systems and in Peerless' advertising and printed
      materials for the Peerless-Branded Licensed Systems, including the right
      to sublicense those same rights to Peerless Remarketer Customers, and (b)
      sublicense to OEM Customers the right to use the Trademarks on OEM
      Customer Licensed Systems and in OEM Customer's advertising and printed
      materials for the OEM Customer Licensed Systems, including the right to
      sublicense those same rights to OEM Remarketer Customers, for distribution
      in all countries (except in Andorra, Bermuda, Israel, India, Pakistan,
      Singapore and the Peoples Republic of China or in any other jurisdiction
      where trademark sublicensing is legally prohibited or not recognized)
      under a written agreement between Peerless and the Peerless Remarketer
      Customer or between Peerless and OEM Customer or between OEM Customer and
      OEM Remarketer Customer, as applicable, containing terms substantially
      equivalent to those set forth in EXHIBIT L. If necessary, Adobe will grant
      directly to OEM Customer, OEM Remarketer Customer or Peerless Remarketer
      Customer, a non-exclusive, royalty-free license to use the Trademarks on
      Licensed Systems, and in advertising and printed materials for Licensed
      Systems, in Andorra, Bermuda, Israel, India, Pakistan, Singapore and the
      Peoples Republic of China, or in any other jurisdiction where trademark
      sublicensing is legally prohibited or not recognized, under a written
      agreement between Adobe and such OEM Customer, OEM Remarketer Customer or
      Peerless Remarketer Customer."

17. Paragraph 5.1 ("Peerless Development Responsibilities") of the Agreement is
revised to read in its entirety as follows:

      "5.1 PEERLESS DEVELOPMENT RESPONSIBILITIES. Peerless shall be responsible
      for modifying the Adobe Support Information or shall authorize a Third
      Party Developer to modify the Adobe Support Information in accordance with
      Paragraph 2.11 ("Third Party Developers") and to the extent permitted by
      Paragraph 2.1 ("Development License") above to (a) create Peerless SDKs
      suitable for use by its OEM Customers, and (b) create and assist its OEM
      Customers to create Licensed Systems suitable for distribution to End
      Users. Peerless shall promptly include in Peerless SDKs, and shall include
      and shall require its OEM Customers to include any Updates Peerless
      receives pursuant to EXHIBIT K ("Maintenance for Standard Reference
      Port(s)") or EXHIBIT K-1 ("CPSI


                    Amend. 17 to PS Agmt. - Adobe/Peerles 11
<PAGE>
      Continuing Support") in Licensed Systems. Peerless shall take all
      reasonable measures to ensure that it implements and requires its OEM
      Customers to implement all Updates in the relevant Licensed System;
      provided however, that implementation of an Update may be delayed when the
      Licensed System (i) is already certified and shipping at the time of the
      Update in which case the Update shall be implemented when commercially
      feasible, or (ii) is undergoing development at the time of delivery of an
      Update and, with the consent of Adobe Peerless or its OEM Customer, elects
      not to incorporate such Update. In addition, Peerless, or its OEM Customer
      shall be responsible for creating the PPD File for each Licensed System
      prior to testing and certification of the Revised Object pursuant to
      EXHIBIT F ("Licensed System Test Procedures"), and providing to Adobe any
      updated version of a PPD File in a timely manner following the
      availability of any updated version. Peerless shall be responsible for
      delivering each such PPD File to Adobe. Adobe's sole responsibility in
      connection with the above shall be to provide to Peerless the maintenance
      described in EXHIBIT K for Standard Reference Port(s) and EXHIBIT K-1 for
      CPSI Platforms hereto, subject to payment *** of maintenance fees under
      Paragraph 8.1 ("License and Maintenance Fees"). If Peerless requests
      custom development from Adobe (i.e., a version of the Adobe Software that
      is not then a current offering of Adobe), Adobe and Peerless will discuss
      proposed business terms of this custom development, including, without
      limitation, the scope of work, technical specifications, milestone
      schedule and pricing. Peerless and Adobe agree to designate a technically
      qualified person to serve as primary contact for information requests by
      either party in each Adobe Deliverables Appendix."

18. Paragraph 5.2 ("Testing and Certification of Revised Object and Proposed
Designated Output Device") of the Agreement is revised to read in its entirety
as follows:

      "5.2 TESTING AND CERTIFICATION OF REVISED OBJECT. Peerless shall test each
      Peerless SDK and each Peerless-Branded Licensed System containing Revised
      Object, or in the case of an OEM Customer Licensed System, shall test,
      assist in the testing of or require its OEM Customer or Third Party
      Developer to test each Revised Object (including any previously-certified
      Revised Object subsequently modified by Peerless, its OEM Customer or
      Third Party Developer) in accordance with EXHIBIT F ("Licensed System Test
      Procedures") and Peerless shall not distribute any Peerless SDK or begin
      First Commercial Shipment of a Peerless-Branded Licensed System or allow
      an OEM Customer to begin First Commercial Shipment of an OEM Customer
      Licensed System containing the Revised Object and any modified version
      thereof until the testing has been completed and such Peerless SDK or
      Licensed System has been certified by Adobe pursuant to EXHIBIT F.
      However, if a revision to the Revised Object constitutes a "Maintenance
      Release", as that term is defined in the Adobe Certification Test Suite
      materials, Peerless may begin First Commercial Shipment of a
      Peerless-Branded Licensed System or allow an OEM Customer to begin First
      Commercial Shipment of an OEM Customer Licensed System containing such
      Maintenance Release only after Peerless, its OEM Customer or Third Party
      Developer, as applicable, has run those portions of the Adobe
      Certification Test Suite required for basic validity testing of the
      Maintenance Release and for any specific testing required to evaluate
      changes made in the Maintenance Release, and Peerless has provided Adobe
      with a product certification request signed by Peerless' Quality Assurance
      Manager acknowledging that the


                    Amend. 17 to PS Agmt. - Adobe/Peerles 12
<PAGE>
      necessary acceptance testing has been performed and the Licensed System
      containing the Maintenance Release meets the Adobe Quality Standards (as
      defined in EXHIBIT F). Adobe shall have the right to evaluate and shall
      require Peerless to evaluate the quality assurance process and testing
      results to determine if Peerless, its OEM Customer or Third Party
      Developer, as applicable, is carrying out the requirements set forth
      herein, and if Adobe determines that such quality is inadequate, Adobe
      shall require Peerless to take corrective action and in the case of an OEM
      Customer or Third Party Developer Peerless shall require the applicable
      OEM Customer or Third Party Developer to take corrective action to remedy
      quality issues and/or modify its quality assurance processes to satisfy
      the requirements in EXHIBIT F."

19. Paragraph 8.3 ("Royalties for Royalty-Bearing Components of Licensed
Systems") of the Agreement is revised to read in its entirety as follows:

      "8.3 ROYALTIES FOR ROYALTY-BEARING COMPONENTS OF LICENSED SYSTEMS.

            8.3.1 ROYALTIES FOR ROYALTY-BEARING COMPONENTS OF OEM CUSTOMER
            LICENSED SYSTEMS. Peerless shall pay to Adobe in U.S. Dollars the
            royalties set forth in Paragraph 3 ("Licensed System Royalties") of
            EXHIBIT O ("Royalty Payments and Other Fees") attached hereto, ***,
            the royalties set forth in the transmittal form for the applicable
            Peerless/OEM Customer Licensed System Appendix, which Adobe has
            formally executed, for each royalty-bearing component of an OEM
            Customer Licensed System which is used internally or distributed by
            an OEM Customer directly or through its OEM Remarketer Customers.
            The terms "Suggested Retail Price" (or "SRP") and "Gross Receipts"
            used to calculate the royalties due to Adobe hereunder are defined
            as follows: (a) "SRP" shall mean the OEM Customer's suggested retail
            price for one (1) fully functioning OEM Customer Licensed System (or
            other component(s)) as designated in a Peerless/OEM Customer
            Licensed System Appendix). The SRP for a Roman Version of an OEM
            Customer Licensed System (that is, an OEM Customer Licensed System
            containing only Roman Font Programs) distributed in the United
            States shall be used for calculating the OEM Customer Licensed
            System royalties for Roman Versions of OEM Customer Licensed Systems
            and the per Typeface royalties for Font Programs under the
            applicable royalty provisions in EXHIBIT O ("Royalty Payments and
            Other Fees"). In the event there is no available SRP for the OEM
            Customer Licensed System in the United States, Peerless and Adobe
            shall agree on election of a SRP in another country to be used as a
            reasonable alternative. For distribution of OEM Customer Licensed
            Systems in countries other than the United States that require the
            bundling of non-Roman Font Programs (for example, distribution of a
            Japanese Version in Japan), the SRP for a Licensed System in such
            relevant country shall be used for calculating the OEM Customer
            Licensed System royalties and the per Typeface royalties under the
            applicable royalty provisions in EXHIBIT O. Peerless shall provide
            Adobe with the applicable SRP for an OEM Customer Licensed System
            documented in the corresponding Peerless/OEM Customer Licensed
            System Appendix and/or accompanying letter of transmittal. The
            relevant SRP shall be converted into U.S. Dollars at a rate that
            Peerless ensures will reasonably reflect


                    Amend. 17 to PS Agmt. - Adobe/Peerles 13
<PAGE>
            the currency exchange rate for the applicable currency being
            converted for the applicable accounting period. (b) "Gross Receipts"
            shall mean the amounts earned by Peerless in the form of fees and
            royalties denominated in U.S. dollars and payable by an OEM Customer
            (without reduction for withholding of taxes) for an OEM Customer
            Licensed System or other royalty-bearing components of an OEM
            Customer Licensed System distributed or used by such OEM Customer.
            Excluded from this definition are monies earned by Peerless for
            engineering services rendered to an OEM Customer as well as those
            amounts reasonably attributable to the use by an OEM Customer of
            components contained in an OEM Customer Licensed System that are
            supplied by Peerless, but are not PostScript technology-related; for
            example PeerlessPage, PeerlessPrint. When such amount reflects an
            indivisible amount for the PostScript-enabled components and other
            product components, only the pro-rata portion attributable to the
            PostScript-enabled components, as reasonably determined by Peerless
            and Adobe, shall constitute "Gross Receipts" for purposes of
            calculating the royalties due to Adobe hereunder."

            8.3.2 ROYALTIES FOR ROYALTY-BEARING COMPONENTS OF PEERLESS-BRANDED
            LICENSED SYSTEMS. Peerless shall pay to Adobe in U.S. Dollars the
            royalties set forth in EXHIBIT O-1 ("Royalty Payments and Other Fees
            for Royalty-Bearing Components of Peerless-Branded Licensed
            Systems") attached hereto, for each royalty-bearing component of a
            Peerless-Branded Licensed System which is used internally or
            distributed by Peerless directly or through Peerless Remarketer
            Customers."

20. Paragraph 8.4 ("Software Upgrade Royalties") of the Agreement is revised to
read in its entirety as follows:

      "8.4 SOFTWARE UPGRADE ROYALTIES. Peerless shall pay Adobe the royalties
      set forth in Paragraph 7 ("Software Upgrade Royalties") of EXHIBIT O
      ("Royalty Payments and Other Fees") of the Agreement for Software Upgrades
      to OEM Customer Licensed Systems, or in Paragraph 5 of EXHIBIT O-1
      ("Royalty Payments and Other Fees for Royalty-Bearing Components of
      Peerless-Branded Licensed Systems") of the Agreement for Software Upgrades
      to Peerless-Branded Licensed Systems, or if special pricing applies, the
      royalty as set forth in the transmittal form for the Peerless/OEM Customer
      Licensed System Appendix which Adobe has formally executed, or
      Adobe/Peerless Licensed System Appendix, as applicable, for each Software
      Upgrade used internally or distributed by OEM Customer or by Peerless, as
      applicable, except as provided herein. Peerless shall not be obligated to
      pay Adobe a royalty for any Software Upgrade if the fee charged to the End
      User covers only the costs of the media and handling, provided that
      Peerless ensures that it or its OEM Customer, as applicable, uses
      commercially reasonable efforts to destroy the replaced version of the
      Revised Object and Font Programs. Notwithstanding the foregoing, (a) Adobe
      may, in its sole discretion, determine that a particular Software Upgrade
      shall be royalty bearing (e.g., if the Software Upgrade adds significant
      functionality), in which case such royalty shall be as specified in the
      transmittal form for a Peerless/OEM Customer Licensed System Appendix,
      which Adobe has formally executed, or a fully executed Adobe/Peerless


                    Amend. 17 to PS Agmt. - Adobe/Peerles 14
<PAGE>
      Licensed System Appendix, and (b) Peerless shall pay an additional
      Licensed System and Font Program royalty for any Software Upgrade where
      Peerless and its OEM Customer do not use commercially reasonable efforts
      to destroy the existing Revised Object and Font Programs."

21. Paragraph 8.5 ("Hardware Upgrade Royalties") of the Agreement is revised to
read in its entirety as follows:

      "8.5 HARDWARE UPGRADE ROYALTIES. Peerless shall pay Adobe the royalties
      set forth in Paragraph 8 ("Hardware Upgrade Royalties") of EXHIBIT O
      ("Royalty Payments and Other Fees") of the Agreement for Hardware Upgrades
      to OEM Customer Licensed Systems, or in Paragraph 6 of EXHIBIT O-1
      ("Royalty Payments and Other Fees for Royalty-Bearing Components of
      Peerless-Branded Licensed Systems") of the Agreement for Hardware Upgrades
      to Peerless-Branded Licensed Systems, or if special pricing applies, the
      Hardware Upgrade royalty as set forth in the transmittal form for the
      applicable Peerless/OEM Customer Licensed System Appendix, which Adobe has
      formally executed, or a fully executed Adobe/Peerless Licensed System
      Appendix. Adobe intends that an optional feature shall be royalty bearing
      if it improves the functional performance or improves the throughput
      performance of the Revised Object and/or Font Programs, and non-royalty
      bearing if it is unrelated to the functional performance or throughput
      performance of the Revised Object and/or Font Programs."

22. Paragraph 8.8 ("Testing Fees") of the Agreement is revised to read in its
entirety as follows:

      "8.8 TESTING FEES. For the Peerless testing required pursuant to Paragraph
      5.2 ("Testing and Certification of Revised Object") herein, Peerless shall
      *** for Adobe's first review of Peerless-supplied test results if Adobe
      certifies the Revised Object solely on the basis of this initial review.
      However, if the Revised Object (including any previously-certified Revised
      Object subsequently modified by Peerless, its OEM Customer or Third Party
      Developer) requires retesting and resubmission of test results to Adobe,
      Peerless shall pay Adobe a fee of *** for each such instance of retesting
      and resubmission. Peerless shall *** for any instance of retesting made
      necessary by Adobe's change to the Adobe Software, Other Adobe Software or
      Adobe Certification Test Suite. In addition, there will be *** for
      retesting if Peerless can show that the Revised Object satisfied the
      specified tests in the Adobe Certification Test Suite."

23. Paragraph 8.9 ("Taxes") of the Agreement is revised to read in its entirety
as follows:

      "8.9 TAXES. In addition to any other payments due under this Agreement,
      Peerless agrees to pay, and to indemnify and hold Adobe harmless from, any
      sales, use, excise, import or export, value added or similar tax or duty
      not based on Adobe's net income, including any penalties and interest, as
      well as any costs associated with the collection or withholding thereof,
      and all governmental permit fees, license fees and customs and similar
      fees levied upon the delivery by Adobe of the Adobe Information or the
      delivery by Peerless of Adobe Information hereunder, which Adobe may incur
      in respect of this


                    Amend. 17 to PS Agmt. - Adobe/Peerles 15
<PAGE>
      Agreement. If a resale certificate or other certificate or document of
      exemption is required in order to exempt all or any of the Adobe
      Information from any such tax liability, Peerless will promptly furnish it
      to Adobe. All withholding tax certificates, documents, application forms,
      etc., should be forwarded to the following address, or such other address
      as provide by Adobe: Adobe Systems Incorporated, Attention: Tax
      Department, 345 Park Avenue, San Jose, California, 95110-2704."

24. Paragraph 8.10 ("Payment Terms") of the Agreement is revised to read in its
entirety as follows:

      "8.10 PAYMENT TERMS. All royalties due in accordance with the terms of the
      Agreement shall be paid in U.S. Dollars within *** after the ***. Peerless
      will provide Adobe with the relevant product sales information, as
      supplied by its OEM Customer, at least on a quarterly basis and with at
      least as much product and country detail as made available to Peerless. In
      addition, Peerless shall provide Adobe on a quarterly basis with the
      relevant product sales information for all royalty-bearing components of
      Peerless-Branded Licensed Systems distributed during the applicable
      calendar quarter. Such sales information shall include the following: (a)
      with each Peerless SDK royalty payment Peerless shall include a legible
      written summary broken out by OEM Customer and applicable Development
      Site(s), as well as the number, SDK identification, and royalty due Adobe
      for each Peerless SDK distributed or being used by its OEM Customers
      during the quarter, and any other information which may be required to
      allow Adobe to determine whether Peerless is paying the correct Peerless
      SDK royalty amounts hereunder; and (b) with each Licensed System royalty
      payment Peerless shall include a legible written summary of sales
      information for each OEM Customer and a separate legible written summary
      of sales information for Peerless containing (i) the number, model name,
      SRP, Gross Receipts or Transfer Price, as applicable, and royalty due
      Adobe for each Licensed System for which Revised Object is distributed or
      used internally by Peerless' OEM Customers or by Peerless, as applicable,
      during the quarter, (ii) the number of copies of Host Software distributed
      or used internally by such OEM Customers or by Peerless, as applicable,
      during the quarter, (iii) the number of Font Programs by Typeface, bundled
      with the Revised Object for use as a part of a Licensed System and
      licensed to End Users or used internally by OEM Customers or by Peerless,
      as applicable, during the quarter, and (iv) any other information,
      including but not limited to SRP, Gross Receipts or Transfer Price, which
      may be required to allow Adobe to determine whether Peerless is paying the
      correct royalty amount hereunder. In addition, Peerless shall provide
      Adobe with a rolling quarterly forecast of royalties anticipated to be
      earned by Peerless from sales of Licensed Systems and other
      royalty-bearing components during such period. Peerless shall provide
      Adobe with a written update to the forecast on a monthly basis to reflect
      Peerless' then best estimate of the number of royalty-bearing products and
      anticipated royalties to be earned by Peerless during this period. Such
      written communication shall be subject to final adjustment by Peerless at
      the end of each accounting period."


                    Amend. 17 to PS Agmt. - Adobe/Peerles 16
<PAGE>
25. Paragraph 8.11 ("Right of Audit") of the Agreement is revised to read in its
entirety as follows:

      "8.11 RIGHT OF AUDIT. Peerless shall maintain, and other than information
      regarding Adobe royalties, require each of its OEM Customers to maintain,
      a complete, clear, accurate record of: (a) the number, model name, SRP,
      Gross Receipts or Transfer Price, as applicable, and royalty due Adobe for
      each Licensed System and/or Peerless SDK for which Revised Object is
      distributed to or is being used by each OEM Customer or by Peerless, as
      applicable, during the quarter, (b) the number of copies of Host Software
      distributed by each such OEM Customer or by Peerless, as applicable, for
      use with Licensed Systems during the quarter, (c) the number of Font
      Programs by Typeface, bundled with the Revised Object for use as a part of
      a Licensed System and licensed to End Users or used internally by each
      such OEM Customer or by Peerless, as applicable, during the quarter, and
      (d) any other information which may be required to allow Adobe to
      determine whether Peerless is paying the correct royalty amount hereunder.
      To ensure compliance with the terms of this Agreement, Adobe shall have
      the right to audit all the relevant accounting and sales books and records
      of Peerless. Such audit shall be conducted by an independent auditor paid
      for by Adobe and acceptable to both parties (with auditors included in the
      "Big Four" being hereby deemed acceptable). Such audit shall be conducted
      during regular business hours at Peerless' offices and in such a manner as
      not to interfere with Peerless' normal business activities. In no event
      shall audits be made hereunder more frequently than once per year. If such
      inspections should disclose any underreporting, Peerless shall promptly
      pay Adobe such amount. In addition, if such inspections should disclose
      any underreporting of payments owed Adobe (as determined by such
      inspections) in an amount greater than five percent (5%), then Peerless
      shall promptly pay Adobe any and all costs associated with the audit."

26. Paragraph 8.12 ("When Royalties Earned") of the Agreement is revised to read
in its entirety as follows:

      "8.12 WHEN ROYALTIES EARNED. Each royalty due hereunder for any Peerless
      SDK shall be earned on each occurrence of (a) Peerless' distribution of
      such Peerless SDK to an OEM Customer for use at the initial Development
      Site, and (b) such OEM Customer's use of such Peerless SDK at any
      additional OEM Customer Development Site. Each royalty due hereunder for
      any royalty-bearing component of a Peerless-Branded Licensed System shall
      be earned upon Peerless' distribution of such royalty-bearing component to
      a third party, including distribution through Peerless Remarketer
      Customers. Each royalty due hereunder for any royalty-bearing component of
      a OEM Customer Licensed System shall be earned on the earlier of (a) OEM
      Customer's distribution of such royalty-bearing component to a third
      party, including distribution through OEM Remarketer Customers or (b)
      otherwise as may be agreed upon between Peerless and its OEM Customer as
      specified in a Licensed System Appendix and documented in the transmittal
      form for the Licensed System Appendix, with Adobe has formally executed.
      With respect to guaranties, as described in Paragraph 8.6 ("No Peerless
      Minimum Annual Royalty Commitment"), such amounts shall be earned when
      payment is made to Peerless by its OEM Customer or Peerless Remarketer, as
      applicable."


                    Amend. 17 to PS Agmt. - Adobe/Peerles 17
<PAGE>
27. Paragraph 10 ("Peerless Support") of the Agreement is revised to read in its
entirety as follows:

      "10 PEERLESS SUPPORT. Adobe shall have no responsibility for supporting
      Peerless End Users or OEM Customers or OEM Customers' End Users. Peerless
      will provide OEM Customers with reasonable documentation, warranty
      service, and telephone support for the use of Peerless SDKs consistent
      with good industry practice for the support of OEMs. Peerless or OEM
      Customers, either directly or indirectly, will provide End Users with
      reasonable End User documentation, warranty service, and telephone support
      for the use of Licensed Systems consistent with good industry practice."

28. EXHIBIT F ("Licensed System Test Procedures") is deleted and replaced with a
new EXHIBIT F ("Licensed System Test Procedures") to read as attached hereto.

29. Section 1 ("Definitions") of EXHIBIT L ("Use of Adobe Trademarks") is
revised to read in its entirety as follows:

      "1. DEFINITIONS. For the purposes of this Exhibit, the following
      definitions shall apply:

            1.1 "LICENSED PRODUCT" means (i) Peerless SDK or Peerless Revised
            Object deliverable as applied to Peerless, (ii) Peerless-Branded
            Licensed System as applied to Peerless or Peerless Remarketer
            Customer, and (iii) OEM Customer Licensed System as applied to OEM
            Customer or OEM Remarketer Customer.

            1.2 "PRODUCT APPENDIX" means (i) an SDK Appendix as applied to a
            Peerless SDK, (ii) Adobe/Peerless Licensed System Appendix as
            applied to a Peerless-Branded Licensed System and (iii) Peerless/OEM
            Customer Licensed System Appendix as applied to OEM Customer
            Licensed System.

            1.3 "TRADEMARK LICENSEE" means (i) Peerless in those instances of
            Peerless' use and license of the Trademarks, (ii) Peerless
            Remarketer Customer in those instances of Peerless Remarketer
            Customer's use and license of Trademarks, (iii) OEM Customer in
            those instances of OEM Customer's use and license of the Trademarks,
            and (iv) OEM Remarketer Customer in those instances of OEM
            Remarketer Customer's use and license of the Trademark."

30. A new EXHIBIT O-1 ("Royalty Payments and Other Fees for Royalty-Bearing
Components of Peerless-Branded Licensed Systems") is added to read as attached
hereto.

31. 31.All other terms and conditions of the Agreement shall remain in full
force and effect.


                    Amend. 17 to PS Agmt. - Adobe/Peerles 18
<PAGE>
      IN WITNESS WHEREOF, each of Adobe and Peerless has executed this Amendment
No. 17 to the PostScript Software Development License and Sublicense Agreement
by its duly authorized officers.

Adobe:                                   Peerless:

ADOBE SYSTEMS INCORPORATED               PEERLESS SYSTEMS CORPORATION

By  /s/ Jim Stephens                     By  /s/  Howard J. Nellor
  ----------------------------------       -------------------------------------

Print                                    Print
Name  Jim Stephens                       Name  Howard J. Nellor
    --------------------------------         -----------------------------------

Title  SVP Worldwide Sales and Field     Title    President & CEO
     -------------------------------          ----------------------------------
Operations
------------------------------------

Date  11/3/04                            Date    October 15, 2004
    --------------------------------         -----------------------------------



                    Amend. 17 to PS Agmt. - Adobe/Peerles 19
<PAGE>
                                    EXHIBIT F

                         LICENSED SYSTEM TEST PROCEDURES

      Peerless shall test, or in the case of an OEM Customer Licensed System,
shall require its OEM Customer or Third Party Developer to test (and Peerless
shall monitor and verify such OEM Customer or Third Party Developer testing),
any Revised Object (including any previously-certified Revised Object
subsequently modified by Peerless, its OEM Customer or Third Party Developer),
outputting in hardcopy print or raster data form, for conformity with the Adobe
Certification Test Suite in accordance with the following procedures. For
purposes of this EXHIBIT F, the term Revised Object shall also mean the CPSI
Software, as applicable. If required by an Appendix or test plan, the test
results obtained from conducting the testing described herein shall include
hardcopy output generated by the raster data files created by the Revised Object
outputting to the proposed Designated Output Device or to a mutually agreed upon
output device that serves as a representative example of a family of output
devices with similar characteristics.

1. ADOPTING TEST PLAN. Adobe will provide Peerless with the Adobe Certification
Test Suite, including the test plan template and related documentation, from
which Peerless or its OEM Customer or Third Party Developer derives a test plan.
The test plan is defined as a set of rules enabling Peerless or its OEM Customer
or Third Party Developer to determine what portions of the Adobe Certification
Test Suite will be run and what output is to be produced to enable Peerless or
its OEM Customer or Third Party Developer to conduct quality testing of the
version of the Revised Object undergoing testing. Peerless or its OEM Customer
or Third Party Developer shall create a test plan that specifies the test files
to be selected from the Adobe Certification Test Suite and to be run by Peerless
or its OEM Customer or Third Party Developer to produce output in hardcopy print
or raster data form that provides the basis for determining whether the Revised
Object and Licensed System being tested meets the Minimum Quality Standards (as
defined below) required for certification.

2. TESTING. Prior to submitting a product certification request to Adobe,
Peerless shall test, or require its OEM Customer or Third Party Developer to
test, the Revised Object by running the test files in accordance with the test
plan and then fairly evaluating the output from the test files to identify any
nonconformity and the severity of such nonconformity in accordance with the
severity level criteria set forth below. After successful completion of such
testing, Peerless shall supply Adobe with the completed PostScript Product
Certification Checklist, a copy of the applicable test plan and test results,
including log files, and, if required by Adobe, a pre-production release of the
Revised Object that generated the results. Peerless shall supply Adobe with a
declaration signed by an authorized representative of Peerless certifying to the
effect that it has run or has verified that its OEM Customer or third Party
Developer has run the Adobe Certification Test Suite in accordance with the test
plan created by Peerless or its OEM Customer or Third Party Developer for the
Revised Object and Licensed System being tested, that the test results are
accurately and completely reported to Adobe and that Peerless has carefully and
correctly analyzed or has verified that its OEM Customer or Third Party
Developer has carefully and correctly analyzed the results of such testing and
has determined that the Licensed System meets the Minimum Quality Standards.


                    Amend. 17 to PS Agmt. - Adobe/Peerles 20
<PAGE>
3. ADOBE CERTIFICATION. Adobe shall have *** following Peerless' delivery of the
test plan and test results to Adobe, or such other period as specified in the
letter of transmittal accompanying the Peerless/OEM Customer Licensed System
Appendix or in the Adobe/Peerless Licensed System Appendix, to determine whether
(i) the test plan exercises the applicable functionality in the Revised Object
or other components comprising a Licensed System and (ii) the Revised Object and
Licensed System being tested produces output meeting the below specified Minimum
Quality Standards. After conducting such review, Adobe shall notify Peerless in
writing either that it certifies the Licensed System containing the Revised
Object or in the event of failure to certify, the basis for such failure.
Peerless may correct, or have its OEM Customer or Third Party Developer correct,
any nonconformity and resubmit the Revised Object and Licensed System for
retesting. This process shall continue until Adobe certifies the Licensed System
containing the Revised Object. Peerless may be subject to a retesting charge, as
specified in Paragraph 8.8 ("Testing Fees") of the Agreement.

4. MINIMUM QUALITY STANDARDS. Any Licensed System containing the Revised Object
that has undergone testing in accordance with the requirements set forth herein
is certifiable provided that the following certification criteria are satisfied.
All nonconformities disclosed by the test are evaluated for their "Severity"
level (as that term is defined below). A nonconformity is a defect or failure in
the Revised Object or other component comprising a Licensed System that prevents
the Licensed System from operating in accordance with the PostScript Language
Specification. Such nonconformities shall include but are not limited to a
defect that prevents the printing of documents, produces inferior output or
prevents the output device driven by the Revised Object from performing valid
PostScript functions. In order to be certifiable, the Revised Object undergoing
testing must have a cumulative "bug" score of not in excess of 32 points for all
nonconformities disclosed by the test and there must be no unresolved Severity 3
or Severity 4 bugs. The "bug" score is equal to the sum of the squares of the
numerical values assigned to the nonconformities based on the Severity of each
such nonconformity. The following "Severity" level definitions shall be used as
the basis for assigning the appropriate numerical value to any nonconformity
disclosed by the test.

SEVERITY LEVEL:

SEVERITY 4:       Most severe; no work-around. The product crashes, hangs, or
                  reboots. Very severe imaging problems. Missing specified
                  functionality or inability to image certain PostScript
                  features. Out of compliance with the PostScript Language
                  Specification for reasonable uses of PostScript operators

SEVERITY 3:       Fairly severe; difficult to work-around. Unexpected results
                  with unusual, although valid, use of PostScript operators.
                  Severe imaging problems

SEVERITY 2:       Minor problem; easy work-around. Invalid error status

SEVERITY 1:       Very minor or cosmetic problem

SEVERITY 0:       Feature enhancement or request for design change


                    Amend. 17 to PS Agmt. - Adobe/Peerles 21
<PAGE>
                                   EXHIBIT O-1

       ROYALTY PAYMENTS AND OTHER FEES FOR ROYALTY-BEARING COMPONENTS OF
                       PEERLESS-BRANDED LICENSED SYSTEMS

1. CALCULATING LICENSED SYSTEM ROYALTIES FOR PEERLESS-BRANDED LICENSED SYSTEMS
WITH HOST-BASED CPSI SOFTWARE Royalty payments for each copy of the host-based
Revised Object (i.e., the CPSI Software) shall be calculated ***, as determined
by reference in the table below to the applicable *** category for such
Peerless-Branded Licensed System. As used in this EXHIBIT O-1, ***.

***

                    Amend. 17 to PS Agmt. - Adobe/Peerles 22

<PAGE>
      ***


                    Amend. 17 to PS Agmt. - Adobe/Peerles 23
<PAGE>
***

2. FONT PROGRAM BUNDLING REQUIREMENTS.

      A. FONT BUNDLING - ROMAN TYPEFACES. Peerless shall include and shall
require its Peerless Remarketer Customers to include the Roman Font Programs
listed in EXHIBIT D ("Extended Roman Font Program Set") with every Roman Version
of a Peerless-Branded Licensed System distributed hereunder.

      B. FONT BUNDLING - JAPANESE TYPEFACES. The table below shall be used to
determine the bundling requirements for the Font Programs for Japanese Typefaces
distributed for use with a low resolution (i.e., < 1200dpi) Japanese Version of
a Peerless-Branded Licensed System (any Peerless-Branded Licensed System
containing Font Programs for Japanese Typefaces is considered to be a Japanese
Version). Peerless shall bundle and shall ensure that its Peerless Remarketer
Customers bundle the Roman Font Programs identified in EXHIBIT D ("Extended
Roman Font Program Set") and the minimum required Font Programs for Japanese
Typefaces, as set forth in the table below, with each Japanese Version of a
Peerless-Branded Licensed System distributed by Peerless or Peerless Remarketer
Customers hereunder.


                    Amend. 17 to PS Agmt. - Adobe/Peerles 24
<PAGE>
***


            (i) Protection Mechanisms. Font Programs for Japanese Typefaces will
be distributed with a protection mechanism that includes Copy Protection and
encryption to protect against unauthorized duplication.

            (ii) Distribution of Japanese Versions. ***

3. FONT PROGRAM ROYALTIES.

      A. ROMAN FONT PROGRAM ROYALTIES. There are *** royalties due Adobe for the
Roman Font Programs listed in EXHIBIT D ("Extended Roman Font Program Set") if
bundled with Revised Object for use with a Peerless-Branded Licensed System.

      B. JAPANESE FONT PROGRAM ROYALTIES. The royalty pricing for Japanese Font
Programs distributed for use with a Peerless-Branded Licensed System shall be
set forth in the applicable Adobe/Peerless Licensed System Appendix.


                    Amend. 17 to PS Agmt. - Adobe/Peerles 25

<PAGE>
      C. CHINESE FONT PROGRAM ROYALTIES. The bundling requirements and the
royalty pricing for Chinese Font Programs distributed for use with a
Peerless-Branded Licensed System shall be set forth in the applicable
Adobe/Peerless Licensed System Appendix.

      D. KOREAN FONT PROGRAM ROYALTIES. The bundling requirements and the
royalty pricing for Korean Font Programs distributed for use with a
Peerless-Branded Licensed System shall be set forth in the applicable
Adobe/Peerless Licensed System Appendix.

4. OTHER ADOBE SOFTWARE ROYALTIES. Royalty pricing is to be mutually agreed upon
by the parties in the event Other Adobe Software is distributed as a
royalty-bearing component of a Licensed System.

5. SOFTWARE UPGRADE ROYALTIES. Software Upgrade royalty pricing is to be
mutually agreed upon by the parties in the event a fee-bearing (other than on a
nominal basis) Software Upgrade is distributed to End Users of Peerless-Branded
Licensed Systems.

6. HARDWARE UPGRADE ROYALTIES. Hardware Upgrade royalty pricing is to be
mutually agreed upon by the parties in the event a hardware optional feature is
added to a previously installed Peerless-Branded Licensed System to improve the
performance of the Revised Object.


                    Amend. 17 to PS Agmt. - Adobe/Peerles 26