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                                                                   Exhibit 10.68

                                AMENDMENT NO. 12
                                     TO THE
                     POSTSCRIPT SOFTWARE DEVELOPMENT LICENSE
                            AND SUBLICENSE AGREEMENT
                                     BETWEEN
                           ADOBE SYSTEMS INCORPORATED
                                       AND
                          PEERLESS SYSTEMS CORPORATION

                       Effective Date: September 12, 2003

         This Amendment No. 12 (the "Amendment") to the PostScript Software
Development License and Sublicense Agreement dated July 23, 1999 (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 to the Agreement is to further
clarify what conditions would apply under the Agreement to enable Peerless to
enter into a reproduction and distribution only sublicensing relationship with
an OEM Customer and to amend Exhibit N-3 ("Minimum Terms For Protecting Adobe
Information Supplied to OEM Customers Under Paragraph 2.2.10") of the Agreement.

         NOW, THEREFORE, the parties agree as follows:

1.       Paragraph 2.2.10 ("Sublicensing of Reproduction and Distribution Rights
         Only") shall be amended to read in its entirety as follows:

                  "2.2.10 SUBLICENSING OF REPRODUCTION AND DISTRIBUTION RIGHTS
         ONLY. For purposes of this Paragraph 2.2.10 only, "Adobe Information"
         shall mean (i) Font Programs, (ii) released and unreleased Adobe
         Software, Other Adobe Software and Host Software in object code form
         only, including Golden Masters thereof, (iii) End User Documentation
         and (iv) and any other Adobe proprietary information provided by
         Peerless to an OEM Customer hereunder, but shall exclude Adobe Support
         Information. Subject to Peerless' compliance with the terms of this
         Agreement, Peerless may choose to sublicense only those rights
         enumerated in Paragraphs 2.2.1 - 2.2.8 that apply to the granting of
         reproduction and distribution rights to the Adobe Information (but
         shall exclude the granting of any development rights), to an OEM
         Customer under a Peerless OEM Agreement containing terms that are
         substantially equivalent to the minimum terms listed in Exhibit B
         ("Minimum Terms of Peerless OEM Agreements") and are conforming to the
         requirements set forth in this Paragraph 2.2.10. Paragraphs

                      Amend. 12 to Peerless/Adobe PS Agmt.                     1
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         3.1, 4.9 and 5.3 of Exhibit B shall not apply and therefore are not
         required as minimum terms in such Peerless OEM Agreement. In addition,
         notwithstanding Paragraph 3.2 of the Agreement, neither Peerless nor
         its OEM Customers are required to supply Adobe with PPD files and,
         therefore, Paragraph 3.2 of Exhibit B shall not apply unless Peerless
         or its OEM Customer voluntarily supplies PPD files to Adobe. Peerless
         shall do all of the development and product testing through
         certification of the OEM Customer's Licensed System. Once the OEM
         Customer's Licensed System has been certified in accordance with the
         requirements set forth in Paragraph 5.2 ("Testing and Certification of
         Revised Object and Proposed Designated Output Devices"), Peerless may
         supply the OEM Customer with Golden Master versions (as defined below)
         in object code form of the Adobe Information for reproduction and
         distribution as part of a Licensed System in accordance with the terms
         of this Agreement. The term "Golden Master" shall mean a master tape or
         a compact disc copy of the applicable Adobe Information; i.e., Revised
         Object, Font Programs, Host Software, supplied by Peerless from which
         multiple copies of the applicable Adobe Information may be made by the
         OEM Customer. Peerless shall require the OEM 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 Adobe Information developed by
         Peerless and supplied by Peerless to the OEM Customer. Peerless shall
         prohibit an OEM Customer from granting a third party, including but not
         limited to an OEM Remarketer Customer, access to Golden Masters for any
         purpose. If an OEM Customer is granted reproduction and distribution
         rights only in accordance with this Paragraph 2.2.10, Peerless shall
         not permit such OEM Customer to have access to any portion of the Adobe
         Support Information or to a Peerless SDK."

2.       Any reference in Paragraphs 6 ("Proprietary Rights and Legends") and
         12.9.2 ("Safeguarding of Proprietary Rights") of the Agreement to
         Exhibit N-3 ("Minimum Terms for Protecting Adobe Information")
         hereinafter shall refer to Exhibit N-3 ("Minimum Terms for Protecting
         Adobe Information Supplied to OEM Customers Under Paragraph 2.2.10") of
         the Agreement, as amended herein.

3.       Any reference in Subparagraphs 1.3.5(ii) and 2.2.2 of Exhibit B
         ("Minimum Terms of Peerless OEM Agreement") of the Agreement and
         Paragraph 4.1 of Exhibit B of the Agreement hereinafter shall refer to
         Exhibit N-3 ("Minimum Terms for Protecting Adobe Information Supplied
         to OEM Customers Under Paragraph 2.2.10") of the Agreement, as amended
         herein.

4.       Any reference in the footnote at the end of Exhibit D ("Extended Roman
         Font Program Set") to Exhibit N-3 ("Minimum Terms for Protecting Adobe
         Information") hereinafter shall refer to Exhibit N-3 ("Minimum Terms
         for Protecting Adobe Information Supplied to OEM Customers Under
         Paragraph 2.2.10") of the Agreement, as amended herein.


                      Amend. 12 to Peerless/Adobe PS Agmt.                     2
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5.       Exhibit N-3 ("Minimum Terms for Protecting Adobe Information") is
         renamed as Exhibit N-3 ("Minimum Terms for Protecting Adobe Information
         Supplied to OEM Customers Under Paragraph 2.2.10") and is revised to
         read in its entirety as attached hereto.

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


                      Amend. 12 to Peerless/Adobe PS Agmt.                     3
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         IN WITNESS WHEREOF, each of Adobe and Peerless has executed this
Amendment No. 12 to the PostScript Software Development License and Sublicense
Agreement by its duly authorized officer.

Adobe:                                        Peerless:

ADOBE SYSTEMS INCORPORATED                    PEERLESS SYSTEMS CORPORATION

By:  /s/ JIM STEPHENS                         By: /s/ WILLIAM NEIL

Print                                         Print
Name: Jim Stephens                            Name:William R. Neil

Title:  SVP Worldwide Sales                   Title: Vice President of Finance
        and Field Operations                         and CFO
Date:   10/1/03                               Date: September 8, 2003



                      Amend. 12 to Peerless/Adobe PS Agmt.                     4
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                                   EXHIBIT N-3

         MINIMUM TERMS FOR PROTECTING ADOBE INFORMATION SUPPLIED TO OEM
                        CUSTOMERS UNDER PARAGRAPH 2.2.10


1.       AUTHORIZED PERSONNEL. OEM agrees that it will disclose the Adobe
         Information only to authorized employees and authorized contractors who
         (i) require access thereto for a purpose authorized by this Agreement
         and (ii) have signed an employee or contractor agreement in which such
         employee or contractor agrees to protect third party confidential
         information. OEM Customer agrees that any breach by any authorized
         employees and authorized contractors of their obligations under such
         confidentiality agreements shall also constitute a breach by OEM
         Customer hereunder.

2.       ADOBE INFORMATION.

         2.1 OEM Customer shall ensure that all Adobe Information received from
         Peerless and copies made thereof, will be properly marked or otherwise
         appropriately identified as Adobe Information before being made
         available to authorized employees and authorized contractors.

         2.2 OEM Customer shall ensure that the same degree of care is used to
         prevent the unauthorized use, dissemination, or publication of the
         Adobe Information as OEM Customer uses to protect its own confidential
         information of a like nature, but in no event shall the safeguards for
         protecting such Adobe Information be less than a reasonably prudent
         business would exercise under similar circumstances. OEM Customer shall
         take prompt and appropriate action to prevent unauthorized use or
         disclosure of Adobe Information.

         2.3. OEM Customer shall instruct authorized employees and authorized
         contractors not to copy Adobe Information on their own, and not to
         disclose Adobe Information to anyone not authorized to receive it.

         2.4 Golden Master versions of the Adobe Information shall be handled,
         used, and stored solely at OEM Customer-controlled facilities. OEM
         Customer may use the Golden Master versions solely for the purpose of
         faithfully reproducing copies of the Revised Object, Font Programs and
         Host Software, as applicable, for distribution as part of a Licensed
         System under the Peerless OEM Agreement. OEM Customer shall ensure that
         the Golden Master versions supplied by Peerless to OEM Customer shall
         not be provided to any third party.

         2.5 OEM Customer agrees that it has no development rights in and to the
         Adobe Information and it shall not modify or replace any portion of or
         alter the functionality of any portion of the Adobe Information
         supplied by Peerless hereunder.


                      Amend. 12 to Peerless/Adobe PS Agmt.                     5
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3. TRADE SECRETS. OEM Customer acknowledges Adobe's representation that those
techniques, algorithms, and processes contained in the Adobe Information which
have been developed, acquired, or licensed by Adobe, or any modification or
extraction thereof, constitute trade secrets of Adobe and/or its suppliers, and
OEM Customer agrees that they will be used by OEM Customer only in accordance
with the terms of this Agreement. OEM Customer agrees to protect the proprietary
rights of Adobe and its suppliers in the Adobe Information in accordance with
the terms of this Agreement.



                      Amend. 12 to Peerless/Adobe PS Agmt.                     6