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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 31, 2006
 OR
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission file number: 000-21287
 Peerless Systems Corporation
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    95-3732595(I.R.S. Employer
Identification No.)2381 Rosecrans Avenue, El Segundo, CA(Address of Principal Executive Offices)
    
    90245(Zip Code)
 Registrants telephone number, including area code
(310) 536-0908
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value Per Share
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   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IVItem 15. Exhibits, Financial Statement SchedulesSIGNATURESEXHIBIT INDEXEXHIBIT 10.99EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32    Table of Contents  EXPLANATORY NOTE
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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
 Exhibits:
  Exhibit Number3.1(1)
    
    Certificate of Incorporation of the Company.3.2(9)
    
    Amended and Restated Bylaws of the Company.4.1
    
    Instruments defining the rights of security holders. Reference is made to Exhibits 3.1 and 3.2.4.2(4)
    
    Rights Agreement, dated October 7, 1998, between the Company and Wells Fargo Shareowner
Services, a division of Wells Fargo Bank Minnesota, N.A., formerly known as Norwest Shareowner
Services, as Rights Agent.10.1(10)(2)
    
    1996 Equity Incentive Plan, as amended and form of stock option agreements thereunder.10.2(11)(2)
    
    1996 Employee Stock Purchase Plan, as amended.10.3(1)(3)
    
    Reference Post Appendix No. 2 to the Adobe Third Party License dated February 11, 1993.10.4(1)
    
    Amendment No. 1 to the Adobe Third Party License dated November 29, 1993.10.5(1)(3)
    
    PCL Development and License Agreement (the PCL License ) dated June 14, 1993, between the
Registrant and Adobe.10.6(1)(3)
    
    Amendment No. 1 to the PCL License dated October 31, 1993.10.7(1)(3)
    
    Letter Modification to the PCL License dated August 5, 1994.10.8(1)(3)
    
    Addendum No. 1 to the PCL License dated March 31, 1995.10.9(1)(3)
    
    Letter Modification to the PCL License dated August 30, 1995.10.10(1)
    
    Lease Agreement between the Company and Continental Development Corporation dated February 6,
1992, and Addendum, dated February 6, 1992.10.11(1)
    
    First Amendment to Office Lease dated December 1, 1995, between the Company and Continental
Development Corporation.10.12(5)
    
    Second Amendment to Office Lease dated April 8, 1997, between the Company and Continental
Development Corporation.10.13(5)
    
    Third Amendment to Office Lease dated December 16, 1997, between the Company and Continental
Development Corporation.10.14(6)
    
    Fourth Amendment to Office Lease dated April 22, 1998, between the Company and Continental
Development Corporation.10.15(7)
    
    Agreement and Plan of reorganization and Merger by and among Peerless Systems Corporation,
Auco Merger and Auco, Inc. dated as of April 6, 1999.10.16(8)
    
    Marubun Supplier/Distribution Agreement dated December 14, 1999.10.17(8)
    
    Lease PSN McKelvy Family Trust (386 Main Street) Standard Industrial/Commercial Single-Tenant
dated March 14, 1997.10.18(8)
    
    Lease PSIP Kent Centennial Limited Partnership dated January 31, 1996.10.19(2)(12)
    
    Form of Indemnification Agreement, effective as of March 12, 2001.10.20(13)
    
    Settlement Agreement and Mutual Release dated April 11, 2001 between Peerless Systems
Corporation and Gordon L. Hanson.10.21(9)
    
    Settlement Agreement and Mutual Release, effective as of April 27, 2001, by and among the
State of Wisconsin Investment Board, Peerless Systems Corporation and Edward A. Gavaldon.10.22(14)
    
    Series A Preferred Stock Purchase Agreement dated January 29, 2002 by and among Netreon, Inc.,
a Delaware corporation, Netreon, Inc., a California corporation and each of the several
purchasers named therein.10.23(14)
    
    Series A Preferred Stock Contribution Agreement dated January 29, 2002 by and between Netreon,
Inc., a Delaware corporation and Peerless Systems Corporation.10.24(3)(15)
    
    Postscript Software Development License and Sublicense Agreement between Adobe Systems
Incorporated and the Company effective as of July 23, 1999.10.25(3)(15)
    
    Custom Sales Agreement between the Company and International Business Machines effective as of
April 23, 2001.10.26(3)(15)
    
    Master Technology License Agreement dated January 16, 2000 between Konica Corporation and
Peerless Systems Corporation.
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Exhibit Number10.27(3)(15)
    
    License Software Addendum #1 to Master Technology License Agreement by and between Konica
Corporation and the Company effective as of January 16, 2000.10.28(3)(15)
    
    License Software Addendum #2 to Master Technology License Agreement by and between Konica
Corporation and the Company effective as of January 19, 2000.10.29(3)(15)
    
    License Software Addendum #3 to Master Technology License Agreement by and between Konica
Corporation and the Company effective as of July 21, 2000.10.30(3)(15)
    
    License Software Addendum #4 to Master Technology License Agreement by and between Konica
Corporation and the Company effective as of March 1, 2001.10.31(3)(15)
    
    License Software Addendum #5 to Master Technology License Agreement by and between Konica
Corporation and the Company effective as of July 1, 2001.10.32(3)(15)
    
    License Software Addendum #7 to Master Technology License Agreement by and between Konica
Corporation and the Company effective as of January 1, 2002.10.33(3)(15)
    
    License Software Addendum #8 to Master Technology License Agreement by and between Konica
Corporation and the Company effective as of January 1, 2002.10.34(3)(15)
    
    License Software Addendum #9 to Master Technology License Agreement by and between Konica
Corporation and the Company effective as of January 1, 2002.10.35(15)
    
    Master Technology License Agreement dated April 1, 1997 between Kyocera Corporation and
Peerless Systems Corporation.10.36(3)(15)
    
    Licensed Software Addendum #1 to Master Technology License Agreement by and between Kyocera
Corporation and the Company effective as of December 28, 1999.10.37(3)(15)
    
    Amendment #3 to Licensed Software Addendum #1 to Master Technology License Agreement by and
between Kyocera Corporation and the Company effective as of September 28, 2001.10.38(3)(15)
    
    Licensed Software Addendum #3 to Master Technology License Agreement by and between Kyocera
Mita Corporation and the Company effective as of May 1, 2002.10.39(3)(15)
    
    Master Technology License Agreement between Oki Data Corporation and Peerless Systems Imaging
Products, Inc.10.40(3)(15)
    
    Licensed System Addendum No. 1 to Master Technology License Agreement between Oki Data
Corporation and Peerless Systems Imaging Products, Inc.10.41(3)(15)
    
    Licensed System Addendum No. 2 to Master Technology License Agreement between Oki Data
Corporation and Peerless Systems Imaging Products, Inc.10.42(3)(15)
    
    Licensed System Addendum No. 3 to Master Technology License Agreement between Oki Data
Corporation and Peerless Systems Imaging Products, Inc. effective as of August 25, 2000.10.43(3)(15)
    
    Attachment #1 to Licensed System Addendum #3 by and between Oki Data Corporation and Peerless
Systems Imaging Products, Inc. dated March 1, 2001.10.44(3)(15)
    
    Attachment #2 to Licensed System Addendum #3 by and between Oki Data Corporation and Peerless
Systems Imaging Products, Inc. dated July 1, 2001.10.45(3)(15)
    
    Licensed System Addendum No. 4 to Master Technology License Agreement between Oki Data
Corporation and Peerless Systems Imaging Products, Inc. effective as of February 1, 2002.10.46(15)
    
    Master Technology License Agreement dated April 1, 2000 between Seiko Epson Corporation and
Peerless Systems Imaging Products, Inc.10.47(3)(15)
    
    Licensed System Addendum #1 to Master Technology License Agreement by and between Seiko Epson
Corporation and Peerless Systems Imaging Products, Inc. dated April 1, 2000.10.48(3)(15)
    
    Licensed System Addendum #2 to Master Technology License Agreement by and between Seiko Epson
Corporation and Peerless Systems Imaging Products, Inc.10.49(3)(15)
    
    Licensed System Addendum #3 to Master Technology License Agreement by and between Seiko Epson
Corporation and Peerless Systems Imaging Products, Inc.10.50(3)(15)
    
    Attachment #1 to Licensed System Addendum #3 by and between Seiko Epson Corporation and
Peerless Systems Imaging Products, Inc. dated May 1, 2001.10.51(3)(15)
    
    Attachment #2 to Licensed System Addendum #3 by and between Seiko Epson Corporation and
Peerless Systems Imaging Products, Inc. dated July 23, 2001.10.52(3)(15)
    
    Licensed System Addendum #4 to Master Technology License Agreement by and between Seiko Epson
Corporation and Peerless Systems Imaging Products, Inc. effective as of October 19, 2001.10.53(3)(15)
    
    Licensed System Addendum #5 to Master Technology License Agreement by and between Seiko Epson
Corporation and Peerless Systems Imaging Products, Inc. effective as of December 1, 2001.10.54(3)(15)
    
    Licensed System Addendum #6 to Master Technology License Agreement by and between Seiko Epson
Corporation and Peerless Systems Imaging Products, Inc. effective as of April 30, 2002.
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Exhibit Number10.55(3)(15)
    
    Nest Office SDK Development and Reseller Agreement Statement of Work 8 to BDA No. N-A-1
between and Novell, Inc. and Peerless Systems Networking effective as of August 17, 1999.10.56(3)(15)
    
    Amendment No. 1 to Nest Office SDK Development and Reseller Agreement Statement of Work 8 to
BDA No. N-A-1 between and Novell, Inc. and Peerless Systems Networking effective as of August
17, 1999.10.57(15)
    
    Business Development Agreement by and between Novell and Auco, Inc effective as of September
6, 1996.10.58(16)
    
    Amendment No. 4 to Licensed System Addendum No. 4 dated February 1, 2002 by and between Oki
Data Corporation and Peerless Systems Imaging Products, Inc. dated September 1, 2002. (15)10.59(16)
    
    Amendment No. 3 to Postscript Software Development Agreement by and between Adobe Systems
Incorporated and the Company dated October 25, 2002.10.60(3)(17)
    
    Amendment No. 1 to Licensed System Agreement No. 7 dated November 1, 2001 by and between
Konica Corporation and Peerless Systems Corporation dated January 1, 2003.10.61(3)(17)
    
    Licensed System Agreement Addendum No. 10 to Master Technology License Agreement dated January
16, 2000 by and between Konica Corporation and Peerless Systems Corporation dated January 17,
2003.10.62(3)(17)
    
    Licensed System Addendum #8 to Master Technology License Agreement dated April 1, 2000 by and
between Seiko Epson Corporation and Peerless Systems Imaging Products, Inc. effective as of
January 6, 2003.10.63(3)(18)
    
    Amendment No. 4 to the Postscript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of July 31,
2003.10.64(3)(18)
    
    Amendment No. 10 to the Postscript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of July 31,
2003.10.65(3)(19)
    
    Amendment No. 5 to Licensed System Addendum No. 4 between Oki Data Corporation and Peerless
Systems Imaging Products, Inc. dated February 1, 2002.10.66(3)(19)
    
    Amendment No. 8 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of September
30, 2003.10.67(3)(19)
    
    Amendment No. 9 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of September
15, 2003.10.68(3)(19)
    
    Amendment No. 12 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of September
22, 2003.10.69(20)
    
    Licensed Software Addendum No. 14 to Master Technology License Agreements dated January 16,
2000 and June 12, 1997 by and between KonicaMinolta Business Technologies, Inc. and Peerless
Systems Corporation, effective as of October 31, 200310.70(20)
    
    Amendment #2 to the LSA #9 by and between KonicaMinolta Business Technologies, Inc. and
Peerless Systems Corporation, effective as of November 1, 200310.71(20)
    
    Amendment No. 5 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of December
16, 2003.10.72(20)
    
    Amendment No. 6 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of July 31,
2002.10.73(20)
    
    Amendment No. 7 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of May 22,
2003.10.74(20)
    
    Amendment No. 11 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of February
9, 2004.10.75(20)
    
    Amendment No. 14 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of December
16, 2003.10.76(20)
    
    Amendment No. 15 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of January
6, 2004.10.77(2)(20)
    
    Change in Control Agreement of Chief Executive Officer.10.78(2)(20)
    
    Form of Change in Control Agreement of certain members of senior management.10.79(2)(20)
    
    Form of Transaction Incentive Plan of certain members of senior management.10.80(21)
    
    Amendment No. 16 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of January
6, 2004.10.81(21)
    
    Licensed Software Addendum #5 to Master Technology License Agreement dated April 1, 1997,
entered into as of February 17, 2004.10.82(21)
    
    Amendment No. 19 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of April 1,
2004.10.83(22)
    
    Amendment to Lease between BIT Holdings Forty-Eight, Inc. and Peerless Systems Imaging
Products, Inc. as of October 1, 2004.
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Exhibit Number10.84(22)
    
    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, 2004.10.85(22)
    
    Silicon Valley Bank Loan and Security Agreement between Silicon Valley Bank and Peerless
Systems Corporation dated October 27, 2004.10.86(23)
    
    Memorandum of Understanding by and between Kyocera Mita Corporation and Peerless Systems
Corporation, effective as of February 1, 2005.10.87(23)
    
    Amendment No. 21 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of January
1, 2005.10.91(23)
    
    Amendment No. 18 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of January
1, 2005.10.92(23)
    
    Peerless Systems Corporation 2005 Incentive Award Plan.10.93(23)
    
    Amendment No. 23 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of January
1, 2005.10.94(23)
    
    Peerless Systems Corporation Amended and Restated Transaction Incentive Plan.10.95(24)
    
    Amendment No. 22 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of October
14, 2005.10.96(24)
    
    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, 2005.10.97(24)
    
    Amendment No. 26 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of October
13, 2005.10.98(24)
    
    Amendment No. 27 to the PostScript Software Development License and Sublicense Agreement
between Adobe Systems Incorporated and Peerless Systems Corporation, effective as of November
1, 2005.10.99(25)
    
    Development Agreement between PMC-Sierra Corporation and Peerless Systems Corporation, dated
March 27, 2006.21 (26)
    
    Registrants Wholly-Owned Subsidiaries.23.1 (26)
    
    Consent of Independent Registered Public Accounting Firm.24.1 (26)
    
    Power of Attorney. Reference is made to the signature page to the Annual Report on Form 10-K
for the year ended January 31, 2006.31.1
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.31.2
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.32
    
    Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 (1)
    
    Previously filed in the Companys Registration Statement on Form S-1 (File No. 333-09357), as
amended and incorporated herein by reference.(2)
    
    Management contract or compensatory plan or arrangement.(3)
    
    Subject to a Confidential Treatment Order.(4)
    
    Previously filed in the Companys Current Report on Form 8-K, filed October 13, 1999, and
incorporated herein by reference.(5)
    
    Previously filed in the Companys 1998 Annual Report filed on Form 10-K, filed April 24,
1998, and incorporated herein by reference.(6)
    
    Previously filed in the Companys 1999 Annual Report filed on Form 10-K, filed April 26,
1999, and incorporated herein by reference.(7)
    
    Previously filed in the Companys Registration Statement on Form S-4 (File No. 333-77049) as
amended and incorporated herein by reference.(8)
    
    Previously filed in the Companys 2000 Annual Report filed on Form 10-K, filed April 28,
2000, and incorporated herein by reference.(9)
    
    Previously filed in the Companys Current Report on Form 8-K, filed July 2, 2001, and
incorporated herein by reference.(10)
    
    Previously filed in the Companys Registration Statement on Form S-8 (File No. 333-73562),
filed November 16, 2001, and incorporated herein by reference.(11)
    
    Previously filed in the Companys Registration Statement on Form S-8 (File No. 333-57362),
filed March 21, 2001, and incorporated herein by reference.(12)
    
    Previously filed in the Companys Amendment No. 4 to its Registration Statement on Form S-3
(File No. 333-60284), filed July 27, 2001, and incorporated herein by reference. - 6 -




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(13)
    
    Previously filed in the Companys 2001 Annual Report filed on Form 10-K, filed May 1, 2001,
and incorporated herein by reference.(14)
    
    Previously filed in the Companys 2002 Annual Report on Form 10-K, filed May 1, 2002, and
incorporated herein by reference.(15)
    
    Previously filed in the Companys Quarterly Report for the period ended July 31, 2002, filed
September 16, 2002, and incorporated herein by reference.(16)
    
    Previously filed in the Companys Quarterly Report for the period ended October 31, 2002,
filed December 16, 2002, and incorporated herein by reference.(17)
    
    Previously filed in the Companys 2003 Annual Report on Form 10-K filed May 1, 2003, and
incorporated herein by reference.(18)
    
    Previously filed in the Companys Quarterly Report for the period ended July 31, 2003, filed
September 15, 2003, and incorporated herein by reference.(19)
    
    Previously filed in the Companys Quarterly Report for the period ended October 31, 2003,
filed December 15, 2003, and incorporated herein by reference.(20)
    
    Previously filed in the Companys 2004 Annual Report on Form 10-K filed April 30, 2004, and
incorporated herein by reference.(21)
    
    Previously filed in the Companys Quarterly Report for the period ended April 30, 2004, filed
June 14, 2004, and incorporated herein by reference.(22)
    
    Previously filed in the Companys Quarterly Report for the period ended October 31, 2004,
filed December 15, 2004, and incorporated herein by reference.(23)
    
    Previously filed in the Companys Quarterly Report for the period ended July 31, 2005, filed
December 15, 2004, and incorporated herein by reference.(24)
    
    Previously filed in the Companys Quarterly Report for the period ended October 31, 2005,
filed December 15, 2004, and incorporated herein by reference.(25)
    
    Confidential treatment has been requested with respect to the omitted portions of this
Exhibit, which portions have been filed separately with the Securities and Exchange
Commission. Replaces Exhibit 10.99 previously filed in the Companys Annual Report for the
fiscal year ended January 31, 2006, filed May 1, 2006.(26)
    
    Previously filed in the Companys Annual Report for the year ended January 31, 2006, filed
May 1, 2006, and incorporated herein by reference. - 7 -




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SIGNATURES
  Peerless Systems CorporationBy:
    /s/ JOHN V. RIGALIJohn V. RigaliVice President of Finance and
Chief Financial Officer Signature
    
    Title
    
    Date/s/ HOWARD J. NELLOR

Howard J. Nellor
    
    Chief Executive
Officer, President
& Director
(Principal
Executive Officer)
    
    October 26, 2006*

Robert G. Barrett
    
    Director
    
    October 26, 2006*

Louis C. Cole
    
    Director
    
    October 26, 2006*

Thomas G. Rotherham
    
    Director
    
    October 26, 2006/s/ JOHN V. RIGALI

John V. Rigali
    
    Vice President of
Finance and Chief
Financial Officer
(Principal
Financial and
Accounting Officer)
    
    October 26, 2006
 *By
    
    /s/ HOWARD J. NELLOR

         Howard J. Nellor

         Attorney-in-Fact
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EXHIBIT INDEX
 Exhibit Number3.1(1)
    
    Certificate of Incorporation of the Company.3.2(9)
    
    Amended and Restated Bylaws of the Company.4.1
    
    Instruments defining the rights of security holders. Reference is made to Exhibits 3.1
and 3.2.4.2(4)
    
    Rights Agreement, dated October 7, 1998, between the Company and Wells Fargo
Shareowner Services, a division of Wells Fargo Bank Minnesota, N.A., formerly known as
Norwest Shareowner Services, as Rights Agent.10.1(10)(2)
    
    1996 Equity Incentive Plan, as amended and form of stock option agreements thereunder.10.2(11)(2)
    
    1996 Employee Stock Purchase Plan, as amended.10.3(1)(3)
    
    Reference Post Appendix No. 2 to the Adobe Third Party License dated February 11, 1993.10.4(1)
    
    Amendment No. 1 to the Adobe Third Party License dated November 29, 1993.10.5(1)(3)
    
    PCL Development and License Agreement (the PCL License ) dated June 14, 1993,
between the Registrant and Adobe.10.6(1)(3)
    
    Amendment No. 1 to the PCL License dated October 31, 1993.10.7(1)(3)
    
    Letter Modification to the PCL License dated August 5, 1994.10.8(1)(3)
    
    Addendum No. 1 to the PCL License dated March 31, 1995.10.9(1)(3)
    
    Letter Modification to the PCL License dated August 30, 1995.10.10(1)
    
    Lease Agreement between the Company and Continental Development Corporation dated
February 6, 1992, and Addendum, dated February 6, 1992.10.11(1)
    
    First Amendment to Office Lease dated December 1, 1995, between the Company and
Continental Development Corporation.10.12(5)
    
    Second Amendment to Office Lease dated April 8, 1997, between the Company and
Continental Development Corporation.10.13(5)
    
    Third Amendment to Office Lease dated December 16, 1997, between the Company and
Continental Development Corporation.10.14(6)
    
    Fourth Amendment to Office Lease dated April 22, 1998, between the Company and
Continental Development Corporation.10.15(7)
    
    Agreement and Plan of reorganization and Merger by and among Peerless Systems
Corporation, Auco Merger and Auco, Inc. dated as of April 6, 1999.10.16(8)
    
    Marubun Supplier/Distribution Agreement dated December 14, 1999.10.17(8)
    
    Lease PSN McKelvy Family Trust (386
Main Street) Standard Industrial/Commercial Single-Tenant dated March 14, 1997.10.18(8)
    
    Lease PSIP Kent Centennial Limited Partnership dated January 31, 1996.10.19(2)(12)
    
    Form of Indemnification Agreement, effective as of March 12, 2001.10.20(13)
    
    Settlement Agreement and Mutual Release dated April 11, 2001 between Peerless Systems
Corporation and Gordon L. Hanson.10.21(9)
    
    Settlement Agreement and Mutual Release, effective as of April 27, 2001, by and among
the State of Wisconsin Investment Board, Peerless Systems Corporation and Edward A.
Gavaldon.10.22(14)
    
    Series A Preferred Stock Purchase Agreement dated January 29, 2002 by and among
Netreon, Inc., a Delaware corporation, Netreon, Inc., a California corporation and
each of the several purchasers named therein.10.23(14)
    
    Series A Preferred Stock Contribution Agreement dated January 29, 2002 by and between
Netreon, Inc., a Delaware corporation and Peerless Systems Corporation.10.24(3)(15)
    
    Postscript Software Development
License and Sublicense Agreement between Adobe Systems Incorporated and the Company effective as of July 23, 1999.10.25(3)(15)
    
    Custom Sales Agreement between the Company and International Business Machines
effective as of April 23, 2001.10.26(3)(15)
    
    Master Technology License Agreement dated January 16, 2000 between Konica Corporation
and Peerless Systems Corporation.10.27(3)(15)
    
    License Software Addendum #1 to Master Technology License Agreement by and between
Konica Corporation and the Company effective as of January 16, 2000.10.28(3)(15)
    
    License Software Addendum #2 to Master Technology License Agreement by and between
Konica Corporation and the Company effective as of January 19, 2000.
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Exhibit Number10.29(3)(15)
    
    License Software Addendum #3 to Master Technology License Agreement by and between
Konica Corporation and the Company effective as of July 21, 2000.10.30(3)(15)
    
    License Software Addendum #4 to Master Technology License Agreement by and between
Konica Corporation and the Company effective as of March 1, 2001.10.31(3)(15)
    
    License Software Addendum #5 to Master Technology License Agreement by and between
Konica Corporation and the Company effective as of July 1, 2001.10.32(3)(15)
    
    License Software Addendum #7 to Master Technology License Agreement by and between
Konica Corporation and the Company effective as of January 1, 2002.10.33(3)(15)
    
    License Software Addendum #8 to Master Technology License Agreement by and between
Konica Corporation and the Company effective as of January 1, 2002.10.34(3)(15)
    
    License Software Addendum #9 to Master Technology License Agreement by and between
Konica Corporation and the Company effective as of January 1, 2002.10.35(15)
    
    Master Technology License Agreement dated April 1, 1997 between Kyocera Corporation
and Peerless Systems Corporation.10.36(3)(15)
    
    Licensed Software Addendum #1 to Master Technology License Agreement by and between
Kyocera Corporation and the Company effective as of December 28, 1999.10.37(3)(15)
    
    Amendment #3 to Licensed Software Addendum #1 to Master Technology License Agreement
by and between Kyocera Corporation and the Company effective as of September 28, 2001.10.38(3)(15)
    
    Licensed Software Addendum #3 to Master Technology License Agreement by and between
Kyocera Mita Corporation and the Company effective as of May 1, 2002.10.39(3)(15)
    
    Master Technology License Agreement between Oki Data Corporation and Peerless Systems
Imaging Products, Inc.10.40(3)(15)
    
    Licensed System Addendum No. 1 to Master Technology License Agreement between Oki Data
Corporation and Peerless Systems Imaging Products, Inc.10.41(3)(15)
    
    Licensed System Addendum No. 2 to Master Technology License Agreement between Oki Data
Corporation and Peerless Systems Imaging Products, Inc.10.42(3)(15)
    
    Licensed System Addendum No. 3 to Master Technology License Agreement between Oki Data
Corporation and Peerless Systems Imaging Products, Inc. effective as of August 25,
2000.10.43(3)(15)
    
    Attachment #1 to Licensed System Addendum #3 by and between Oki Data Corporation and
Peerless Systems Imaging Products, Inc. dated March 1, 2001.10.44(3)(15)
    
    Attachment #2 to Licensed System Addendum #3 by and between Oki Data Corporation and
Peerless Systems Imaging Products, Inc. dated July 1, 2001.10.45(3)(15)
    
    Licensed System Addendum No. 4 to Master Technology License Agreement between Oki Data
Corporation and Peerless Systems Imaging Products, Inc. effective as of February 1,
2002.10.46(15)
    
    Master Technology License Agreement dated April 1, 2000 between Seiko Epson
Corporation and Peerless Systems Imaging Products, Inc.10.47(3)(15)
    
    Licensed System Addendum #1 to Master Technology License Agreement by and between
Seiko Epson Corporation and Peerless Systems Imaging Products, Inc. dated April 1,
2000.10.48(3)(15)
    
    Licensed System Addendum #2 to Master Technology License Agreement by and between
Seiko Epson Corporation and Peerless Systems Imaging Products, Inc.10.49(3)(15)
    
    Licensed System Addendum #3 to Master Technology License Agreement by and between
Seiko Epson Corporation and Peerless Systems Imaging Products, Inc.10.50(3)(15)
    
    Attachment #1 to Licensed System Addendum #3 by and between Seiko Epson Corporation
and Peerless Systems Imaging Products, Inc. dated May 1, 2001.10.51(3)(15)
    
    Attachment #2 to Licensed System Addendum #3 by and between Seiko Epson Corporation
and Peerless Systems Imaging Products, Inc. dated July 23, 2001.10.52(3)(15)
    
    Licensed System Addendum #4 to Master Technology License Agreement by and between
Seiko Epson Corporation and Peerless Systems Imaging Products, Inc. effective as of
October 19, 2001.10.53(3)(15)
    
    Licensed System Addendum #5 to Master Technology License Agreement by and between
Seiko Epson Corporation and Peerless Systems Imaging Products, Inc. effective as of
December 1, 2001.10.54(3)(15)
    
    Licensed System Addendum #6 to Master Technology License Agreement by and between
Seiko Epson Corporation and Peerless Systems Imaging Products, Inc. effective as of
April 30, 2002.
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Exhibit Number10.55(3)(15)
    
    Nest Office SDK Development and Reseller Agreement Statement of Work 8 to BDA No.
N-A-1 between and Novell, Inc. and Peerless Systems Networking effective as of August
17, 1999.10.56(3)(15)
    
    Amendment No. 1 to Nest Office SDK Development and Reseller Agreement Statement of
Work 8 to BDA No. N-A-1 between and Novell, Inc. and Peerless Systems Networking
effective as of August 17, 1999.10.57(15)
    
    Business Development Agreement by and between Novell and Auco, Inc effective as of
September 6, 1996.10.58(16)
    
    Amendment No. 4 to Licensed System Addendum No. 4 dated February 1, 2002 by and
between Oki Data Corporation and Peerless Systems Imaging Products, Inc. dated
September 1, 2002. (15)10.59(16)
    
    Amendment No. 3 to Postscript Software Development Agreement by and between Adobe
Systems Incorporated and the Company dated October 25, 2002.10.60(3)(17)
    
    Amendment No. 1 to Licensed System Agreement No. 7 dated November 1, 2001 by and
between Konica Corporation and Peerless Systems Corporation dated January 1, 2003.10.61(3)(17)
    
    Licensed System Agreement Addendum No. 10 to Master Technology License Agreement dated
January 16, 2000 by and between Konica Corporation and Peerless Systems Corporation
dated January 17, 2003.10.62(3)(17)
    
    Licensed System Addendum #8 to Master Technology License Agreement dated April 1, 2000
by and between Seiko Epson Corporation and Peerless Systems Imaging Products, Inc.
effective as of January 6, 2003.10.63(3)(18)
    
    Amendment No. 4 to the Postscript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of July 31, 2003.10.64(3)(18)
    
    Amendment No. 10 to the Postscript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of July 31, 2003.10.65(3)(19)
    
    Amendment No. 5 to Licensed System Addendum No. 4 between Oki Data Corporation and
Peerless Systems Imaging Products, Inc. dated February 1, 2002.10.66(3)(19)
    
    Amendment No. 8 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of September 30, 2003.10.67(3)(19)
    
    Amendment No. 9 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of September 15, 2003.10.68(3)(19)
    
    Amendment No. 12 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of September 22, 2003.10.69(20)
    
    Licensed Software Addendum No. 14 to Master Technology License Agreements dated
January 16, 2000 and June 12, 1997 by and between KonicaMinolta Business Technologies,
Inc. and Peerless Systems Corporation, effective as of October 31, 200310.70(20)
    
    Amendment #2 to the LSA #9 by and between KonicaMinolta Business Technologies, Inc.
and Peerless Systems Corporation, effective as of November 1, 200310.71(20)
    
    Amendment No. 5 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of December 16, 2003.10.72(20)
    
    Amendment No. 6 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of July 31, 2002.10.73(20)
    
    Amendment No. 7 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of May 22, 2003.10.74(20)
    
    Amendment No. 11 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of February 9, 2004.
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##### Table of Contents



Exhibit Number10.75(20)
    
    Amendment No. 14 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of December 16, 2003.10.76(20)
    
    Amendment No. 15 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of January 6, 2004.10.77(2)(20)
    
    Change in Control Agreement of Chief Executive Officer.10.78(2)(20)
    
    Form of Change in Control Agreement of certain members of senior management.10.79(2)(20)
    
    Form of Transaction Incentive Plan of certain members of senior management.10.80(21)
    
    Amendment No. 16 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of January 6, 2004.10.81(21)
    
    Licensed Software Addendum #5 to Master Technology License Agreement dated April 1,
1997, entered into as of February 17, 2004.10.82(21)
    
    Amendment No. 19 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of April 1, 2004.10.83(22)
    
    Amendment to Lease between BIT Holdings Forty-Eight, Inc. and Peerless Systems Imaging
Products, Inc. as of October 1, 2004.10.84(22)
    
    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, 2004.10.85(22)
    
    Silicon Valley Bank Loan and Security Agreement between Silicon Valley Bank and
Peerless Systems Corporation dated October 27, 2004.10.86(23)
    
    Memorandum of Understanding by and between Kyocera Mita Corporation and Peerless
Systems Corporation, effective as of February 1, 2005.10.87(23)
    
    Amendment No. 21 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of January 1, 2005.10.91(23)
    
    Amendment No. 18 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of January 1, 2005.10.92(23)
    
    Peerless Systems Corporation 2005 Incentive Award Plan.10.93(23)
    
    Amendment No. 23 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of January 1, 2005.10.94(23)
    
    Peerless Systems Corporation Amended and Restated Transaction Incentive Plan.10.95(24)
    
    Amendment No. 22 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of October 14, 2005.10.96(24)
    
    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, 2005.10.97(24)
    
    Amendment No. 26 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of October 13, 2005.10.98(24)
    
    Amendment No. 27 to the PostScript Software Development License and Sublicense
Agreement between Adobe Systems Incorporated and Peerless Systems Corporation,
effective as of November 1, 2005.10.99(25)
    
    Development Agreement between PMC-Sierra Corporation and Peerless Systems Corporation,
dated March 27, 2006.21 (26)
    
    Registrants Wholly-Owned Subsidiaries.23.1 (26)
    
    Consent of Independent Registered Public Accounting Firm.24.1 (26)
    
    Power of Attorney. Reference is made to the signature page to the Annual Report on
Form 10-K for the year ended January 31, 2006.
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Exhibit Number31.1
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32
    
    Certifications of Principal Executive Officer and Principal Financial Officer Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
 
 (1)
    
    Previously filed in the Companys Registration Statement on Form S-1 (File No. 333-09357), as
amended and incorporated herein by reference.(2)
    
    Management contract or compensatory plan or arrangement.(3)
    
    Subject to a Confidential Treatment Order.(4)
    
    Previously filed in the Companys Current Report on Form 8-K, filed October 13, 1999, and
incorporated herein by reference.(5)
    
    Previously filed in the Companys 1998 Annual Report filed on Form 10-K, filed April 24,
1998, and incorporated herein by reference.(6)
    
    Previously filed in the Companys 1999 Annual Report filed on Form 10-K, filed April 26,
1999, and incorporated herein by reference.(7)
    
    Previously filed in the Companys Registration Statement on Form S-4 (File No. 333-77049) as
amended and incorporated herein by reference.(8)
    
    Previously filed in the Companys 2000 Annual Report filed on Form 10-K, filed April 28,
2000, and incorporated herein by reference.(9)
    
    Previously filed in the Companys Current Report on Form 8-K, filed July 2, 2001, and
incorporated herein by reference.(10)
    
    Previously filed in the Companys Registration Statement on Form S-8 (File No. 333-73562),
filed November 16, 2001, and incorporated herein by reference.(11)
    
    Previously filed in the Companys Registration Statement on Form S-8 (File No. 333-57362),
filed March 21, 2001, and incorporated herein by reference.(12)
    
    Previously filed in the Companys Amendment No. 4 to its Registration Statement on Form S-3
(File No. 333-60284), filed July 27, 2001, and incorporated herein by reference.(13)
    
    Previously filed in the Companys 2001 Annual Report filed on Form 10-K, filed May 1, 2001,
and incorporated herein by reference.(14)
    
    Previously filed in the Companys 2002 Annual Report on Form 10-K, filed May 1, 2002, and
incorporated herein by reference.(15)
    
    Previously filed in the Companys Quarterly Report for the period ended July 31, 2002, filed
September 16, 2002, and incorporated herein by reference.(16)
    
    Previously filed in the Companys Quarterly Report for the period ended October 31, 2002,
filed December 16, 2002, and incorporated herein by reference.(17)
    
    Previously filed in the Companys 2003 Annual Report on Form 10-K filed May 1, 2003, and
incorporated herein by reference.(18)
    
    Previously filed in the Companys Quarterly Report for the period ended July 31, 2003, filed
September 15, 2003, and incorporated herein by reference.(19)
    
    Previously filed in the Companys Quarterly Report for the period ended October 31, 2003,
filed December 15, 2003, and incorporated herein by reference.(20)
    
    Previously filed in the Companys 2004 Annual Report on Form 10-K filed April 30, 2004, and
incorporated herein by reference.(21)
    
    Previously filed in the Companys Quarterly Report for the period ended April 30, 2004, filed
June 14, 2004, and incorporated herein by reference.(22)
    
    Previously filed in the Companys Quarterly Report for the period ended October 31, 2004,
filed December 15, 2004, and incorporated herein by reference.(23)
    
    Previously filed in the Companys Quarterly Report for the period ended July 31, 2005, filed
December 15, 2004, and incorporated herein by reference.(24)
    
    Previously filed in the Companys Quarterly Report for the period ended October 31, 2005,
filed December 15, 2004, and incorporated herein by reference.(25)
    
    Confidential treatment has been requested with respect to the omitted portions of this
Exhibit, which portions have been filed separately with the Securities and Exchange
Commission. Replaces Exhibit 10.99 previously filed in the Companys Annual Report for the
fiscal year ended January 31, 2006, filed May 1, 2006.(26)
    
    Previously filed in the Companys Annual Report for the year ended January 31, 2006, filed
May 1, 2006, and incorporated herein by reference. - 13 -