AMENDMENT NO. 24 TO THE POSTSCRIPT SOFTWARE DEVELOPMENT LICENSE AND SUBLICENSE AGREEMENT

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                                                                   EXHIBIT 10.96

                                AMENDMENT NO. 24

                                     TO THE

                     POSTSCRIPT SOFTWARE DEVELOPMENT LICENSE

                             AND SUBLICENSE AGREEMENT

                                     BETWEEN

                           ADOBE SYSTEMS INCORPORATED

                                       AND

                          PEERLESS SYSTEMS CORPORATION

                         EFFECTIVE AS OF OCTOBER 14, 2005

        This Amendment No. 24 (the "Amendment") to the PostScript Software

Development License and Sublicense Agreement dated July 23, as previously

amended (the "Agreement"), is between Adobe Systems Incorporated, a 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").

The parties agree as follows:

1. EXHIBIT B ("Minimum Terms of Peerless OEM Agreement") of the Agreement is

hereby deleted and replaced with the EXHIBIT B attached hereto. For the

avoidance of doubt, Peerless shall not be re