0000950137-05-005251 Sample Contracts

Memorandum of Understanding
Memorandum of Understanding • May 2nd, 2005 • Peerless Systems Corp • Services-prepackaged software

This Memorandum of Understanding (this “MOU”) is made and entered into as of February 1, 2005 by and between Kyocera Mita Corporation, a Japanese corporation, having its principal place of business at 2-28, 1-chome, Tamatsukuri, Chuo-ku, Osaka 540-8585, Japan (“KMC”) and Peerless Systems Corporation, a Delaware corporation, having its principal place of business at 2381 Rosecrans Avenue, El Segundo, CA 90245 (“Peerless”).

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AMENDMENT NO. 21 TO THE POSTSCRIPT SOFTWARE DEVELOPMENT LICENSE AND SUBLICENSE AGREEMENT BETWEEN ADOBE SYSTEMS INCORPORATED AND PEERLESS SYSTEMS CORPORATION Effective Date: January 1, 2005
Postscript Software Development License and Sublicense Agreement • May 2nd, 2005 • Peerless Systems Corp • Services-prepackaged software

This Amendment No. 21 (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”).

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CONFIDENTIAL SEPARATION AGREEMENT AND MUTUAL RELEASE
Confidential Separation Agreement and Mutual Release • May 2nd, 2005 • Peerless Systems Corp • Services-prepackaged software • California

THIS CONFIDENTIAL SEPARATION AGREEMENT AND MUTUAL RELEASE (“Agreement”) is entered into as of this 4th day of June 2004, (“Date of this Agreement”) by and between Peerless Systems Corporation (the “Company”), on the one hand, and Denis W. Retoske (the “Executive”), on the other hand.

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PEERLESS/CONSULTANT CONSULTING AGREEMENT
Consulting Agreement • May 2nd, 2005 • Peerless Systems Corp • Services-prepackaged software • California

This CONSULTING AGREEMENT (this “Agreement”), made and entered into this June 4, 2004 (“Effective Date”), by and between Peerless Systems Corporation, a Delaware corporation, having a principal place of business at 2381 Rosecrans Avenue, El Segundo, CA 90245 (hereinafter “Peerless”), and Denis W. Retoske, Sr., Attorney-at-Law, A Professional Law Corporation (EIN 72-1572825) 1850 Capri Circle, Costa Mesa, CA 92626(hereinafter “CONSULTANT”).

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