10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

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

o 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
(Title of Class)

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o       No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o       No þ

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ       No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o       Accelerated filer o       Non-accelerated filer þ

     Indicate by check mark whether the registrant is an shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     The aggregate market value of the registrant’s common equity held by non-affiliates was approximately $59,837,483 on July 31, 2005, based upon the last sale price of our common stock on the Nasdaq SmallCap Market on such date.

     The number of shares of Common Stock outstanding as of April 24, 2006 was 17,091,207.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this report incorporates certain information by reference from the registrant’s proxy statement for the annual meeting of stockholders to be held on or around June 29, 2006, which proxy statement will be filed no later than 120 days after the close of the registrant’s fiscal year ended January 31, 2006.

TABLE OF CONTENTS

PART IV
	Item 15. Exhibits, Financial Statement Schedules
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.99
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report of Peerless Systems Corporation (the “Company”) on Form 10-K for the fiscal year ended January 31, 2006 is being filed to refile the Development Agreement between PMC-Sierra Corporation and the Company, dated March 27, 2006 (the “Agreement”), as Exhibit 10.99. This Exhibit 10.99 replaces in its entirety the Exhibit 10.99 that was filed with the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2006, filed with the Securities and Exchange Commission on May 1, 2006. The Agreement is being refiled in response to comments received from the staff of the Securities and Exchange Commission on a confidential treatment request for certain portions of the Agreement. The only items filed herewith are Item 15(b), the signature page, and the certifications required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section 1350. With the exception of the foregoing, no other information in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2006 has been supplemented, updated or amended.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

     (b) Exhibits:

     The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:

Exhibit Number
3.1(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 Number
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.
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 Number
10.55(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, 2003
10.70(20)	Amendment #2 to the LSA #9 by and between KonicaMinolta Business Technologies, Inc. and Peerless Systems Corporation, effective as of November 1, 2003
10.71(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 Number
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.
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.

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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.

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 26th day of October, 2006.

Peerless Systems Corporation
By:	/s/ JOHN V. RIGALI
	John V. Rigali
	Vice 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 Number
3.1(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 Number
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.

- 10 -

Exhibit Number
10.55(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, 2003
10.70(20)	Amendment #2 to the LSA #9 by and between KonicaMinolta Business Technologies, Inc. and Peerless Systems Corporation, effective as of November 1, 2003
10.71(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.

- 11 -

Exhibit Number
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.
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.

- 12 -

Exhibit Number
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.
(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 -

EX-10.99

                                                                   Exhibit 10.99

Date of Agreement:  March 27, 2006

PMC Sierra Corporation
Mission Tower One
3975 Freedom Circle, #300
Santa Clara, CA 95054

Re:   Development Agreement ("Agreement")

      The purpose of this Agreement is to set forth certain binding agreements
with respect to a development project wherein Peerless Systems Corporation
("Peerless") will assist PMC-Sierra Corporation ("PMC-Sierra") in developing
"Bluestone", a certain Application Specific Standard Product ("ASSP") device
(the "Development"). Terms used in this Agreement which are capitalized are
defined where first used or as set forth in Annex A this Agreement.

1.    The Development

      1.1.  PMC-Sierra hereby retains Peerless for the Development, and Peerless
            hereby accepts retention for the Development, in accordance with the
            terms and conditions of this Agreement.

      1.2.  PMC-Sierra and Peerless will agree to the product specifications,
            statements of work, deliverables, schedules, acceptance criteria and
            other details of the Development in one or more addendums to this
            Agreement (each a "Project Addendum").

      1.3.  PMC-Sierra and Peerless will enter into one or more license
            agreements for software and hardware to be used in the Development
            and/or to be included in or with the ASSP upon commercial sale of
            the ASSP.

2.    Engineering Services for the Development

      2.1.  Peerless has applied (beginning in January 2006) and will continue
            to apply technical personnel to the Development, with the make-up of
            personnel being a mix of Hardware and Software Architects, ASIC
            Engineers, Software/Firmware Engineers, Hardware Engineers, and a
            Peerless Project Manager, as dictated by the needs of the
            Development at a particular time.

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission

                                       1


      2.2.  Overall coordination of the Development shall be performed by a
            PMC-Sierra program manager. This program manager will be responsible
            for determining and providing staffing requirements for the
            Development to Peerless, and Peerless will use its best efforts to
            meet the staffing requirements. Peerless shall not be required to
            provide more than *** personnel at any time without Peerless'
            further consent. The PMC-Sierra program manager will provide a
            rolling six-week staffing forecast to allow Peerless time to plan
            for project staffing increases and reductions. If, at any time, in
            the judgment of the PMC-Sierra program manager that a Peerless
            employee or contractor is not performing to expected levels, the
            program manager will have the right to elevate the employee
            performance issue to a Peerless Vice President with the expectation
            of immediate corrective action to address the issue.

3.    Consideration for the Development

      3.1.  PMC-Sierra will pay Peerless *** per hour for each hour of time
            expended by Peerless personnel in connection with the Development,
            up to a maximum charge of 40 hours per week per employee or
            contractor.

      3.2.  Peerless will invoice PMC-Sierra on a monthly basis. Invoices must
            be paid not later than thirty (30) days after the date of the
            invoice. Peerless may suspend work if payments are not made when
            due.

      3.3.  All payments made by PMC-Sierra to Peerless for work performed on
            the Development, shall be non-refundable upon payment except as
            expressly provided herein.

4.    Licensing and Royalty Rates

      4.1.  No licenses are granted by Peerless to PMC-Sierra or by PMC-Sierra
            to Peerless in this Agreement. All licenses must be negotiated as
            addendums to this agreement.

      4.2.  The parties shall negotiate one or more separate license agreements
            whereby Peerless will grant PMC-Sierra a license to use, modify and
            reproduce Peerless Hardware Intellectual Property specified in Annex
            B and to combine the specified Peerless Hardware Intellectual
            Property with PMC-Sierra materials as necessary or appropriate to
            complete the Development and to manufacture, support and maintain
            the Bluestone ASSP product. The license agreements shall provide
            that the Bluestone ASSP product shall not be transferred, sold,
            offered for sale, or distributed without the inclusion and
            appropriate licensing of the Peerless PDS product. PMC-Sierra will
            pay Peerless a Recurring License Fee (royalty) on each Bluestone
            ASSP product sold that contains a Peerless proprietary hardware
            product and is inclusive of Peerless PDS ( the total of which shall
            be referred to as the "Bundled Product"). PMC-Sierra and Peerless
            will collaborate to create a single Bundled Product pricing
            schedule. PMC-Sierra will be responsible for selling the Bundled
            Product in the market. The purchase order, shipment and revenue flow
            will be through PMC-Sierra with PDS royalties paid back to Peerless
            on a monthly basis. *** The Recurring License

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission

                                       2


            Fee of the Bundled Product shall be determined by Peerless in
            consultation with PMC-Sierra ***. There will be no license fees
            charged to PMC-Sierra for the use of Peerless Hardware Intellectual
            Property in the development, support, and maintenance of the
            Bluestone ASSP product.

      4.3.  In furtherance of Section 4.2, Peerless will make the following
            Peerless proprietary products available to PMC-Sierra for internal
            use in the Development and to manufacture, sell, support and
            maintain the Bluestone Product under a separate license agreement to
            be negotiated by the parties:

            -     Build environments

            -     Software tools

            -     PeerlessPage imaging environment

            -     PeerlessPrint7 (PCL-XL emulation) language interpreter

            -     Peerless' implementation of ***

            -     Peerless connectivity solutions for networking

            -     PeerlessPage Drawing Services

      4.4.  In furtherance of Section 4.2, PMC-Sierra will make PMC-Sierra
            proprietary products available to Peerless for internal use only in
            the Development under a separate agreement to be determined by the
            parties. These proprietary products will be specified as necessary
            during the Development. Peerless will have no right to sublicense
            PMC-Sierra Intellectual Property or proprietary products.

      4.5.  The parties shall also negotiate a royalty bearing agreement for
            PMC-Sierra to distribute to its customers the Peerless software
            designated in Section 9.

      4.6.  Peerless shall not charge PMC-Sierra any fee or royalty for using
            the Peerless Intellectual Property referred to in Section 4.3 for
            the development, support and maintenance of the Bluestone ASSP
            product.

      4.7.  PMC-Sierra will have no right to modify or create Derivative Works
            from Peerless Intellectual Property elements other than those
            elements identified in Annex B. Modifications may be made to Annex B
            by mutual consent of both parties.

      4.8.  In the event that PMC-Sierra utilizes Peerless Hardware Intellectual
            Property in future products then the parties agree that such future
            products will be marketed and sold by PMC-Sierra using the Bundled
            Product business model specified in section 4.2. Otherwise, the
            parties mutually agree to negotiate a royalty fee for the use of the
            Hardware Intellectual Property in those future products.

      4.9.  During the Term, PMC Sierra shall not directly or indirectly develop
            or commercialize a product with competing functionality to the
            functionality as Peerless Intellectual Property.

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission

                                       3


5.    Ownership and Restrictions of Intellectual Property Rights

      5.1.  Nothing in this Agreement transfers ownership of any pre-existing
            Intellectual Property from one party to the other.

            5.1.1. The intent of this clause is to preserve original ownership
                   rights to a body of Intellectual Property in the event that
                   modifications or improvements are made to such Intellectual
                   Property. It is also the intent of this clause to allow
                   PMC-Sierra the rights to create new products using Peerless
                   native Intellectual Property in such a way as to keep the
                   Peerless native Intellectual Property intact. With respect to
                   any Intellectual Property to which rights to make
                   improvements, modifications, or revisions have been granted,
                   any improvements, modifications, or revisions of any
                   pre-existing Intellectual Property, or any other form in
                   which such pre-existing may be recast, transformed, or
                   adapted, (each a "Derivative Work") shall be the sole
                   property of the owner of the pre-existing Intellectual
                   Property. If the party making the Derivative Work can by law
                   or otherwise retain any rights to such Derivative Work, such
                   party agrees to assign (and upon creation thereof hereby
                   automatically assigns), without further consideration, all
                   worldwide right, title and interest, including without
                   limitation all Intellectual Property rights of any kind, in
                   and to such Derivative Works to the party that owns the
                   underlying or pre-existing Intellectual Property. However,
                   should either party develop Intellectual Property which can
                   be reduced in practice to operate without the use of the
                   other party's existing Intellectual Property, the developer
                   of the new Intellectual Property shall be the sole owner of
                   such new Intellectual Property.

            5.1.2. Notwithstanding Section 5.1.1, in the event that PMC-Sierra
                   creates additions or modifications resulting in a Derivative
                   Work based upon Peerless pre-existing Intellectual Property,
                   Peerless shall grant to PMC-Sierra an exclusive license, with
                   no right to sublicense, to the Derivative Work in conjunction
                   with any license grant to the pre-existing Intellectual
                   Property. Peerless shall be prohibited from using any
                   Derivative Work or distributing any Derivative Work to any
                   other party for the purposes of developing any new products
                   or devices without the express written permission of
                   PMC-Sierra. Additionally, PMC-Sierra will have the right to
                   use any Derivative Work in subsequent or future devices under
                   the terms of the license agreements to be negotiated as
                   addendums to this agreement.

                   The grant of such a license shall in no way change the
                   ownership of the modification, or the preexisting
                   Intellectual Property underlying the modification, or any
                   Derivative Works thereof made prior to the grant of the
                   specific exclusive license.

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission

                                       4


      5.2.  Any Intellectual Property developed or created during the course of
            the Development, other than Derivative Works, ("New IP") will be
            owned in accordance with the as follows:

            5.2.1. New IP jointly developed by PMC-Sierra and Peerless will be
                   jointly and equally owned by PMC-Sierra and Peerless. Each
                   party will have the right to exploit such jointly owned New
                   IP without accounting or incurring any other obligations to
                   the other party. When a filing shall be made to register such
                   New IP, such as a patent or copyright, the filing party shall
                   inform the other party in advance and the other party given
                   the opportunity to share the expenses equally and with its
                   participation shall retain joint ownership of the
                   Intellectual Property rights. Otherwise, ownership rights
                   shall pass to the filing party and the other party shall
                   receive a perpetual, world wide, royalty free, non-exclusive
                   license to the New IP. If any infringement of joint
                   Intellectual Property is brought to the attention of either
                   party, such party shall notify the other party and the
                   parties will cooperate in good faith to address the
                   prosecution of the alleged infringer.

            5.2.2. New IP independently developed by either party without
                   reference to the other party's technical information will be
                   solely owned by the party who develops or acquires such
                   Intellectual Property rights.

      5.3.  Notwithstanding any of the foregoing, any Third Party Product will
            remain the property of such third party.

      5.4.  Peerless has the rights to sell all its existing Intellectual
            Property to anyone.

            5.4.1. Existing Intellectual Property of Peerless includes, without
                   limitation, SW, HW RTL code and vectors which Peerless owns,
                   including the Peerless Intellectual Property components used
                   inside the QP2040.

            5.4.2. Existing Intellectual Property does not include the QP2040
                   device and tooling, each of which PMC-Sierra owns.

      5.5.  Peerless has the rights to license or sell its rights to any
            PMC-Sierra funded Peerless-developed New IP to anyone after *** from
            the Date of this signed Agreement.

            5.5.1. Such New IP includes, without limitation, any SW or HW code
                   or vectors which Peerless develops as a result of PMC-Sierra
                   design services funding and which Peerless owns.

            5.5.2. Such New IP does not include the QP2040 device or tooling,
                   Bluestone device or tooling or other future PMC device or
                   tooling, each of which PMC-Sierra owns.

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission

                                       5


6.    Term of the Development

      6.1.  The term of the Development will commence on January 1, 2006 and,
            unless terminated earlier as provided in this Section 6, continue
            through completion of the Development.

      6.2.  During the course of this Agreement, if both parties decide to
            proceed with a joint chip development effort in addition to the
            Bluestone device, the terms of this Agreement can be extended by
            mutual consent to cover the subsequent development effort.

      6.3.  The initial period of the Development, starting on January 2, 2006
            and ending by April 15, 2006 or later by mutual consent of both
            parties , shall be used by the parties to determine the feasibility
            of the Development (the "Feasibility Period"). If PMC-Sierra
            determines at any time during the Feasibility Period to terminate
            the Development, PMC-Sierra may do so without payment of any
            cancellation fees to Peerless. During the three month period after
            the end of the Feasibility Period, Peerless will staff to the agreed
            upon plan to work on the Development (the "Ramp Up Period"). If
            PMC-Sierra elects to terminate the Development during the Ramp Up
            Period, PMC-Sierra shall compensate Peerless in the amount of *** of
            the amount it would have paid Peerless for three months following
            cancellation of the Development. For example, if Peerless had six
            engineers applied to the project at the time of cancellation,
            PMC-Sierra would reimburse Peerless the cost for three engineers for
            the three months after the cancellation date. If PMC-Sierra cancels
            the Development after the Ramp Up Period, PMC-Sierra shall pay
            Peerless three months of compensation based upon the number of
            Peerless personnel then staffed on the Development (using the
            previous example, this would be payment for six engineers for three
            months.)

      6.4.  In the event that Peerless elects to cancel this Agreement for its
            convenience, PMC-Sierra will have the right, subject to the separate
            license agreement(s), to use the Intellectual Property provided by
            and developed by Peerless relating to the Development (any Third
            Party Products shall continued to be provided to the extent
            permitted in the applicable third party agreements). PMC-Sierra will
            have no obligation to pay Recurring License Fees or other applicable
            royalties on the Peerless hardware proprietary products or hardware
            Intellectual Property which ship in the Bluestone product (Recurring
            License Fees or other applicable royalties will continue with
            respect to any Third Party Products). PMC-Sierra will also have no
            obligation to pay Recurring License Fees for the PDS software as
            used in the Bundled Product. Any other Peerless proprietary products
            or Intellectual Property or Third Party Products not shipping in
            PMC-Sierra's Bluestone product will be returned to Peerless
            immediately upon cancellation. Peerless will also be obligated to
            pay PMC-Sierra a sum equal to the cancellation fee that would be due
            to Peerless if PMC-Sierra had decided to cancel this Agreement for
            its convenience at the same point in the Development.

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission

                                       6


7.    Change of Control.

      If Peerless receives a written term sheet from a party or entity for the
      change of control of Peerless by merger or acquisition of the entire
      assets or outstanding voting securities of Peerless, Peerless will within
      three (3) business days after determining that such written term sheet is
      acceptable to Peerless inform PMC-Sierra of such event in writing.
      Peerless will have no obligation to disclose the identity of the party or
      entity making the offer to PMC-Sierra. PMC-Sierra acknowledges that such
      information will be confidential and material non-public information.

8.    Transferability.

      8.1   Each party agrees that in the event a party is acquired within a
            period of the earlier of (a) *** from the date of this Agreement; or
            (b) availability of RTP (Release To Production) silicon utilizing
            the Peerless Intellectual Property set forth in Annex B or relates
            to the Bundled Product, which is defined herein as
            "Peerless-acquired Technology", ("Minimum Performance Period"), the
            acquiring party shall assume the terms and obligations under this
            Agreement during the Minimum Performance Period. In the event the
            acquirer fails to do so and materially and intentionally breaches
            this Agreement, the non-breaching party shall be entitled to ***.
            Further, in the event of such material and intentional breach,
            notwithstanding anything to the contrary herein, *** and the
            acquiring party shall not offer *** during the Minimum Performance
            Period. Further, in the event the acquiring party offers *** during
            the Minimum Performance Period following such material and
            intentional breach, the parties agree that such violation or
            threatened violation of this Agreement shall ***.

      8.2   In the event of breach by Peerless' acquirer under Section 8.1,
            PMC-Sierra will continue to have the right, subject to the separate
            license agreement(s), to use the Intellectual Property provided by
            and developed by Peerless relating to the Development (any Third
            Party Products shall continue to be provided to the extent permitted
            in the applicable third party agreements). Further, PMC-Sierra would
            be allowed to unbundle the Bluestone device from the PDS software as
            used in the Bundled Product. Finally, PMC-Sierra shall return all
            other Peerless proprietary products or Intellectual Property or
            Third Party Products not shipping in PMC-Sierra's QP2040 and
            Bluestone product to Peerless.

      8.3   In the event of breach by Peerless' acquirer under Section 8.1,
            PMC-Sierra will have no obligation to pay Recurring License Fees or
            other applicable royalties on the Peerless hardware proprietary
            products or hardware Intellectual Property which ship in the
            Bluestone product (Recurring License Fees or other applicable
            royalties will continue with respect to any Third Party Products).
            PMC-Sierra will also have no obligation to pay Recurring License
            Fees for the PDS software as used in the Bundled Product.

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission

                                       7


9.    Revenue Sharing

      For deals developed by PMC-Sierra that include designated Peerless
      software and/or designated Third Party Products, Peerless will pay to
      PMC-Sierra a rate to be negotiated in a separate agreement, ***.
      Compensation to PMC-Sierra *** by Peerless for deals developed by
      PMC-Sierra involving designated Peerless software and/or designated Third
      Party Products will also be negotiated in a subsequent separate agreement.
      Payments will continue for *** after the effective date of each third
      party licensing arrangement. The parties anticipate that the following
      Peerless software will be designated for the purposes of these separate
      agreements:

      ***

      Compensation will be paid to PMC-Sierra with respect to those software
      components for which PMC-Sierra procured the customer and not with respect
      to any other software components, products or services (including, without
      limitation, engineering, maintenance and support services). PMC-Sierra
      will not be paid a commission or recurring fee on the revenue received by
      Peerless for the ***.

10.   Prohibition Against Disclosure or Misuse of Confidential Information.

      Neither party nor any of its representatives or agents shall (i) disclose
      to any third party any confidential or proprietary information about the
      business activities or any of the transactions contemplated by this
      Agreement, except as required by applicable law or (ii) use any
      confidential or proprietary information of the other party obtained in
      connection with this Agreement or the Development for any purposes other
      than in connection with Development. The parties agree that any breach of
      the prohibition against the disclosure of confidential or proprietary
      information may cause irreparable injury and that any remedy at law for
      the breach may be inadequate. Therefore, the parties agree that in the
      event of any breach of this provision, the non-breaching party shall be
      entitled to obtain injunctive relief without having to prove that actual
      damages resulted from the breach. This injunctive relief is in addition to
      all other legal and equitable remedies to which a party may be entitled.

11.   Public Disclosures.

      The parties shall consult with each other and must agree as to the timing,
      content, and form before issuing any press release or other public
      disclosure related to this Agreement or any transaction contemplated by
      this Agreement. However, this does not prohibit either of them from making
      a public disclosure regarding this Agreement and the transactions
      contemplated by this Agreement if, in the opinion of its legal counsel,
      such a disclosure is required by law, subpoena or court order. The party
      making the disclosure pursuant to law, subpoena or court order shall take
      reasonable actions to protect the confidentiality of this information to
      the greatest extent possible, including without limitation seeking a
      protective order or an order of confidentiality.

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission

                                       8


12.   Expenses.

      The parties each shall be solely responsible for expenses that it incurs
      in connection with the negotiation of this Agreement.

13.   No Conflicting Agreement.

      Each party hereto represents and warrants that such party is not a party
      to any contract, agreement or understanding with any other party which
      would prevent such party from entering into this Agreement.

14.   Relationship of the Parties.

      The parties agree that they are independent contractors and that this
      Agreement does not establish or create and shall not be interpreted as
      establishing or creating a joint venture, partnership, franchise or other
      formal or informal business organization of any kind. No person or entity
      other than the parties to this Agreement shall have any rights hereunder.

15.   Disclaimer.

      EXCEPT AS EXPRESSLY SET FORTH HEREIN, PMC SIERRA AND PEERLESS EACH
      DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
      WARRANTIES OF MERCHANTABILITY, FITNESS OR USE FOR A PARTICULAR PURPOSE,
      TITLE AND NON-INFRINGEMENT. THE MATERIALS AND SERVICES PROVIDED BY EACH
      PARTY ARE PROVIDED "AS IS."

16.   Limitation of Liability.

      IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT,
      SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF
      PROFITS, OR INTERRUPTION OF BUSINESS, WHETHER SUCH ALLEGED DAMAGES ARE
      LABELED IN TORT, CONTRACT OR INDEMNITY, EVEN IF SUCH PARTY HAS BEEN
      ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall not
      apply to damages associated with violations of the provisions protecting
      confidential information or from unauthorized use of the other party's
      Intellectual Property rights or to any claims asserted by third parties
      which give rise to a right of contractual or equitable indemnification.

17.   Interpretation

      This Agreement has been jointly negotiated by the parties and their
      respective counsel and will be interpreted fairly in accordance with its
      terms and without any strict construction in favor of or against either
      party

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission

                                       9


18.   Entire Agreement.

      This Agreement and any other written documents signed by both parties that
      make specific reference to amending this Agreement constitute the entire
      agreement between the parties with respect to the subject matter of this
      Agreement, and supersede all prior discussions and agreements between the
      parties relating to the subject matter hereof. This Agreement may be
      executed in counterparts, each of which shall be enforceable against the
      parties actually executing such counterparts, and all of which together
      shall constitute one instrument.

19.   Governing Law.

      This Agreement shall be governed by and construed in accordance with the
      laws of the State of California, without giving effect to the conflicts of
      law principles thereof.

20.   Notices.

      All notices shall be in writing, sent in a manner that generates a
      reliable written receipt, and is addressed to the attention of the
      individual signatories of this Agreement on behalf of the parties. Notice
      will be deemed given: (i) upon delivery if personally delivered; (ii) when
      written receipt is signed if sent by certified or registered mail, postage
      prepaid, (iii) upon receipt of confirmation if sent by facsimile, or (iv)
      three business days after provided to a recognized overnight delivery or
      courier service, properly addressed in accordance with this Section.
      Notices will be sent to the persons and addresses set forth below, as they
      may be changed by the parties from time to time by written notice to the
      other.

      All notices to PEERLESS shall be sent to:

         Peerless Systems Corporation          Tel:  (310)297-3275
         2381 Rosecrans Avenue                       FAX:  (310)536-0908
         El Segundo, CA  90245                       FAX:  (310)727-3623
         Attention: Cary Kimmel                      email:
      ckimmel@peerless.com

      All notices to PMC-Sierra shall be sent to:

         PMC-Sierra                            Tel:
         Mission Towers One                    FAX:
         3975 Freedom Circle
         Santa Clara, CA 95054                       email:
         Attention: Steve Perna

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission

                                       10




Please sign and date this Agreement and return a copy to us to confirm our
mutual understandings and binding agreement. This Agreement shall not be binding
on either party if not signed and returned by you.

                                         Very truly yours,

                                         /s/  HOWARD J. NELLOR

                                         Howard J. Nellor, President and CEO
                                         Peerless Systems Corporation

     AGREED TO AND ACCEPTED:

PMC-Sierra, Inc.:

By:  /s/ ROBERT L. BAILEY

Name:  Robert L. Bailey

Title:  Chairman & CEO

Date: March 27, 2006

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission

                                       11


                                     ANNEX A

                                  DEFINED TERMS

"ASSP" means Application Specific Standard Product.

"Derivative Work" means any improvements, modifications or revisions of any
pre-existing Intellectual Property, or any other form in which such pre-existing
Intellectual Property may be recast, transformed, or adapted.

"Feasibility Period" has the meaning set forth in Section 6.3.

"Intellectual Property" shall mean (i) all inventions (whether or not patentable
and whether or not reduced to practice), all improvements thereto, and all
patents, patent applications, and patent disclosures, together with all
reissuances, divisions, continuations, continuations-in-part, revisions,
renewals, extensions, and reexaminations thereof, (ii) all registered and
unregistered trademarks, service marks, trade dress, logos, trade names, and
corporate names, together with all translations, adaptations, derivations, and
combinations thereof and including all goodwill associated therewith, and all
applications, registrations and renewals in connection therewith, (iii) all
works of authorship, including, but not limited to, all mask work rights and
copyrightable works, all copyrights, all applications, registrations and
renewals in connection therewith, and all moral rights, (iv) all trade secrets
and confidential information (including, but not limited to, research and
development, know-how, processes, methods, techniques, technical data,
architectural and layout designs, drawings, specifications, customer and
supplier lists, pricing and cost information, and business, technical and
marketing plans and proposals), (v) all other Intellectual Property and
proprietary rights, and (vi) all copies and tangible embodiments of all of the
foregoing (i) through (v) in any form or medium throughout the world.

"New IP" has the meaning set forth in Section 5.2.

"Peerless" means Peerless Systems Corporation.

"PDS" means Peerless Drawing Services

"PMC-Sierra" means PMC-Sierra Corporation.

 "Ramp Up Period" has the meaning set forth in Section 6.3.

"Third Party Products" means any proprietary products or Intellectual Property
owned by third parties (including, but not limited to, Adobe PostScript and
Novell Netware).

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission

                                       12


                                    ANNEX B

                    SPECIFIED HARDWARE INTELLECTUAL PROPERTY

***

Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission

                                       13

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Howard J. Nellor, certify that:

     1. I have reviewed this annual report on Form 10-K of Peerless Systems Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 26, 2006	/s/ Howard J. Nellor Howard J. Nellor
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, John V. Rigali, certify that:

     1. I have reviewed this annual report on Form 10-K of Peerless Systems Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 26, 2006	/s/ John V. RIGALI John V. Rigali
	Vice President of Finance and Chief Financial Officer
	(Principal Financial Officer)

EX-32

Exhibit 32

The following certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of Peerless Systems Corporation, a Delaware corporation (the “Company”), hereby certify, to each such officer’s knowledge, that:

(i)	the accompanying Annual Report on Form 10-K of the Company for the quarter and year ended January 31, 2006 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 26, 2006	/s/ Howard J. Nellor Howard J. Nellor
	President and Chief Executive Officer (Principal Executive Officer)
Dated: October 26, 2006	/s/ John V. RIGALI John V. Rigali
	Vice President of Finance and Chief Financial Officer (Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to Peerless Systems Corporation and will be retained by Peerless Systems Corporation and furnished to the Securities and Exchange Commission or its staff upon request.