This Consulting Agreement (this "Agreement") is made and entered into as of August 6, 2009, by and between
Peerless Systems Corporation, a Delaware corporation (the "Company"), and _______________
("Consultant"), with reference to the following facts:
WHEREAS , the parties hereto desire to enter into an agreement under which Consultant will provide
services to the Company as an independent contractor.
NOW, THEREFORE , in consideration of the mutual agreements and covenants contained herein, the
parties hereto hereby agree as follows:
1. Engagement and Term . The Company hereby engages the services of Consultant and
Consultant hereby accepts such engagement upon the terms and conditions set forth herein for a term
commencing on the date hereof and terminating on August 5, 2010.
2. Duties; Nature of Services . Consultant shall perform such duties pertaining to the Company's
business as the Company's Chief Executive Officer or Board of Directors may request from time to time, which
duties shall include providing advice and guidance to the Company in connection with its business, strategy,
operations and financings; provided, however, Consultant's duties shall not exceed twenty (20) hours in the
aggregate during any thirty (30) calendar day period. Consultant may render his services by telephone,
videoconference and/or any other remote methods as Consultant may reasonably determine.
3. Comp ensation . In consideration of the performance by Consultant of his obligations under this
Agreement, as soon as practicable after the execution and delivery of this Agreement by both parties: (a) the
Company shall pay to Consultant a consulting fee in the amount of Twenty-Five Thousand Dollars ($25,000), (b)
the Company shall issue to Consultant Ten Thousand (10,000) shares of the Company's common stock in
accordance with the Peerless Systems Corporation 2005 Incentive Award Plan, which shares shall be fully