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                                                                   EXHIBIT 10.22

                       FOURTH AMENDMENT TO OFFICE LEASE

     THIS AMENDMENT made this 22nd day of April, 1998, (the "Amendment") by and 
between CONTINENTAL ROSECRANS AVIATION, L. P., a California limited partnership,
hereinafter referred to as "Lessor", and PEERLESS SYSTEMS, INC., a Delaware
corporation, hereinafter referred to as "Lessee."

                             W I T N E S S E T H:

     WHEREAS, Lessee entered into a certain Office Lease ("Lease"), dated 
February 6, 1992, with Lessor leasing certain premises together with 
appurtenances in Continental Park, commonly known as 2361-2381 Rosecrans Avenue,
El Segundo, California; and

     WHEREAS, said Lease was amended in certain particulars by a Letter 
Amendment, dated March 31, 1992; by a second agreement dated July 29, 1992; by a
First Amendment to Office Lease dated December 1, 1995; by a Second Amendment to
Office Lease dated April 8, 1997; and by a Third Amendment to Office Lease dated
December 16, 1997; and

     WHEREAS, Continental Rosecrans Aviation, L. P. is successor in interest to 
Continental Terrace Corporation, and Continental Terrace Corporation is 
successor in interest to Continental Development Corporation; and

     WHEREAS, Lessor and Lessee are desirous of amending said Lease by this 
Fourth Amendment to Office Lease in the manner set forth below.

     NOW, THEREFORE, in consideration of the mutual promises herein contained, 
Lessor and Lessee hereby agree to amend said Lease as follows:

     1.   PREMISES

          Suite 330 at 2381 Rosecrans Avenue in El Segundo, consisting of 9,118 
rentable square feet (8,150 usable square feet) shall be added to the Premises.

     2.   TERM

          The term for the added premises shall commence upon delivery of the 
premises to Lessee, estimated to be October 1, 1998 and shall be co-terminus 
with the term dictated in the Lease, as amended, and shall terminate on December
31, 2007.

     3.   BASE RENTAL

          The Base Rental set forth in Paragraph 1.6 of the Lease, as amended, 
shall be increased to reflect the additional rent for the added premises as 
follows:

     a)   Month 1: no rent or parking fees;
     b)   Months 2 through 30 at $16,412.40 per month;
     c)   Months 31 through 60 at $17,324.20 per month;
     d)   Months 61 through 90 at $18,691.90 per month; and
     e)   The remainder of the lease term at $20,059.60 per month.

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     4.   TENANT IMPROVEMENTS

          For the taking of additional space at Suite 330, Lessor shall pay 
Lessee Five Dollars ($5.00) per usable square foot, or $40,750.00, to be used 
for tenant improvements.

     5.   EFFECTIVE DATE

          This Amendment shall take effect as of April 1, 1998.

     6.   PARKING

          Lessee must take at least an additional fifty (50) parking permits, of
which no more than thirteen (13) may be for reserved spaces. Parking permits 
will be charged to Lessee at the prevailing monthly rates for parking permits at
the Property.

     7.   BROKERAGE

          Lessee represents that Lessee has dealt with no broker in connection 
with this modification of the Lease, except for Lee & Associates, and that 
insofar as Lessee knows, no other broker negotiated this modification of Lease 
or is entitled to any commission in connection therewith.

     8.   SIGNAGE

          Lessee shall be permitted to display its name in the building standard
font on the existing east entrance monument sign to the Building (the Monument 
Sign). Lessee's right to maintain said name shall be subject to the following 
conditions:

          a.   That Lessee will pay Lessor (1) the sum of Fifty Dollars and No 
Cents ($50.00) per month, for as long as Lessee should choose to display its 
name on said Monument Sign, and which sum shall represent the monthly rental 
rate for said privilege, and (2) all cost and materials related to the 
installation and/or fabrication of the name on the sign.

          b.   That the design, font, size, location, specification, graphics, 
materials, colors, and lighting (if applicable) with respect to Lessee's name on
the Monument Sign must be consistent with Lessor's signage program as determined
by Lessor in Lessor's sole discretion;

          c.   That Lessee shall pay to Landlord, from time to time and within 
thirty (30) days after receipt of written demand, Lessee's portion of all 
expenses incurred by Lessor that are attributable to the insurance, lighting (if
applicable), maintenance, and repair of the Monument Sign during the period of 
time that Lessee's name is one the Monument Sign. Lessee's portion of such 
expenses shall be calculated by Lessor by dividing such expenses equally among 
all lessees and occupants that have signs on the Monument Sign;

          d.   That Lessor shall have the right to relocate, redesign, and/or 
reconstruct the Monument Sign from time to time as determined by Lessor in 
Lessor's sole discretion; and

e.   That upon Lessee's request to remove its name from the sign, or upon 
termination and/or expiration of the Lease Term, Lessor shall have the right to 
permanently remove the Lessee's name from the Monument Sign, repair any damage 
to the Monument Sign that may result from the removal of Lessee's name, and 
charge Lessee for all expenses and costs incurred in connection with said 
removal and repair.


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     9.   GENERAL TERMS

     Except as amended and supplemented herein, all of the other terms, 
covenants, conditions, provisions and agreements of the Lease shall continue in 
full force and effect.

     IN WITNESS WHEREOF, Lessor and Lessee have caused this Fourth Amendment to 
Office Lease to be executed on the day and year first above written.



LESSOR                                         LESSEE

CONTINENTAL ROSECRANS                          PEERLESS SYSTEMS, INC.
AVIATION, L.P.                                 a Delaware corporation
a California limited partnership


BY:   CONTINENTAL DEVELOPMENT
      CORPORATION, general partner




/s/ Richard C. Lundquist                       /s/ Hoshi Printer
------------------------------------           ---------------------------------
Richard C. Lundquist, President                Hoshi Printer,
                                               Chief Financial Officer,
                                               Vice President/Finance &
                                               Administration


/s/ Leonard E. Blakesley
------------------------------------
Leonard E. Blakesley, Jr., Secretary



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