0000950134-06-023282 Sample Contracts

Peerless Systems 2381 Rosecrans Avenue voice: 310.536.0908 Corporation El Segundo, California fax: 310.536.0058 90245 website: www.peerless.com
Peerless Systems Corp • December 18th, 2006 • Services-prepackaged software

This binding letter sets forth our agreement concerning the terms on which you would be employed as Chief Executive Officer and President of Peerless Systems Corporation (“Peerless”). You will begin your employment with Peerless on December 15, 2006.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 18th, 2006 • Peerless Systems Corp • Services-prepackaged software • Delaware

THIS INDEMNIFICATION AGREEMENT is made and entered into as of this 15th day of December, 2006 (this “Agreement’’), by and between Peerless Systems Corporation, a Delaware corporation (the “Corporation”), and Richard L. Roll (‘‘Indemnitee”).

CONSULTING AGREEMENT
Consulting Agreement • December 18th, 2006 • Peerless Systems Corp • Services-prepackaged software • California

THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of December 15, 2006 by and between Peerless Systems Corporation (“Company” or “Peerless”) and Howard J. Nellor (“Consultant”).

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