AMENDMENT NO. 18 TO THE POSTSCRIPT SOFTWARE DEVELOPMENT LICENSE AND SUBLICENSE AGREEMENT ADOBE SYSTEMS INCORPORATED PEERLESS SYSTEMS CORPORATION

EXHIBIT 10.1

AMENDMENT NO. 18
TO THE POSTSCRIPT SOFTWARE DEVELOPMENT LICENSE
AND SUBLICENSE AGREEMENT
BETWEEN
ADOBE SYSTEMS INCORPORATED
AND
PEERLESS SYSTEMS CORPORATION

Effective Date: May 1, 2004

     This Amendment No. 18 (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 authorize Peerless to use the services of Metatechno Incorporated, a Japanese corporation, as a Third Party Developer under the terms of the Agreement.

     NOW, THEREFORE, the parties agree as follows:

1.       Adobe is hereby authorizing Peerless’ use of a Third Party Developer (as identified in the attached Exhibit C-2 (“Development Sites — Third Party Developers”)) at the Secondary Development Site specified below in accordance with the terms of the Agreement, including but not limited to Paragraph  2.11 (“Third Party Developer”),