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                                                                   EXHIBIT 10.46

                      FIRST AMENDMENT TO LEASE AGREEMENT
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     This First Amendment to Lease Agreement (the "First Amendment") is entered
into as of (but not necessarily on) this 3rd day of September 1996, by and
between AETNA LIFE INSURANCE COMPANY (the "Landlord") and PEERLESS SYSTEMS, INC.
(the "Tenant").

     WHEREAS, Landlord and Tenant have heretofore entered into that certain
Lease Agreement dated April 5, 1996 (the "Original Lease"), covering
approximately 4,808 square feet of net rentable area (the "Original Premises")
located at 1300 E Arapaho, Suite 107 (the "Building") within Landlord's Project
commonly known as Richardson Business Center.  The Original Lease hereinafter is
sometimes referred to as the "Lease"; and

     WHEREAS, the Lease Term expires on June 30, 2001 (the "Expiration Date");
and

     WHEREAS, Tenant desires to lease coterminous and Landlord desires to let
unto Tenant that certain 3,699 square feet of net rentable area contiguous to
the Original Premises (the "Expansion Premises") as depicted in EXHIBIT "A"
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attached hereto and incorporated herein for all purposes; and

     WHEREAS, Landlord and Tenant desire to amend the Lease as and upon the
terms and conditions as herein provided.

     NOW THEREFORE, in consideration of the mutual covenants herein set forth
and of other good and valuable consideration received by Landlord, Landlord and
Tenant hereby agree as follows:

     1.   EFFECTIVE DATE.  As used herein the term "Effective Date" shall be
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January 1, 1997, or upon Substantial Completion of the improvements (as
hereinafter defined), whichever shall last occur; provided, however, that if
there shall be a delay in Substantial Completion of the Improvements as a result
of (i) Tenant's changes in the plans and specifications, (ii) Tenant's failure
to furnish information or approvals when required, (iii) the performance of any
work contemplated herein by a contractor or agent employed by Tenant, or (iv)
unreasonable interference by Tenant or Tenant's agents, employees or
contractors, then the Effective Date shall be accelerated by the number of days
of such delay.  Upon request of either party hereto, Landlord and Tenant agree
to execute and deliver a written declaration in expressing the Effective Date
hereof.

     Reference herein to "Substantial Completion" shall mean the date on which
construction and installation of the Improvements as provided in Paragraph 4 of
this First Amendment have been substantially completed, as evidenced by the
issuance in good faith of a certificate of substantial completion by Landlord's
architect and have been inspected and approved for occupancy by the appropriate
governmental authority having jurisdiction over the Project, notwithstanding the
fact that minor details of construction, mechanical adjustments or decorations
which do not materially interfere with Tenant's use and enjoyment of the
Premises remain to be performed (items normally referred to as "punch list"
items).

     2.   PREMISES.  From and after the Effective Date, the term "Premises" (as
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defined in the Original Lease) shall include the Expansion Premises for all
purposes.  The "Premises" shall thereafter be comprised of the Original Premises
and the Expansion Premises and shall be stipulated for all purposes to contain
8,507 square feet of net rentable area.

     3.   BASIC RENTAL.  From and after the Effective Date, Basic Rental shall
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be amended to be an amount equal to $6,457.32 per month; each such monthly
installment shall be due and payable as provided in the Original Lease.

     4.   TENANT IMPROVEMENTS.  Landlord agrees to construct, at Landlord's sole
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cost and expense, except as herein provided, those tenant improvements (the
"Improvements") within the Premises as described on the plans and
specifications, attached hereto as EXHIBIT "B" and made a part hereof for all
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purposes.  Unless specifically noted otherwise, the Improvements shall be
consistent with building grade standards and specifications.  Any change orders
to the Improvements shall be approved in writing by both the Landlord and the
Tenant and any 
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additional costs arising as a result of any such change order shall be paid in
cash by Tenant to Landlord with full execution of such change order.

     5.   Tenant agrees to look solely to the estate and interest of Landlord in
the Project for the collection of any judgment or other judicial process
requiring the payment of money by Landlord in the event of a default or breach
by Landlord with respect to this Lease, and no other assets of Landlord shall be
subject to levy of execution or other procedures for the satisfaction of
Tenant's rights.

     6.   All defined terms used herein shall have the meaning(s) set forth in
the Lease except as herein separately defined or specifically amended.

     7.   Except as hereby expressly amended, clarified, or nullified, all
terms, conditions and provisions of the Lease remain in full force and effect as
therein as forth and as so amended, clarified or nullified and are hereby
ratified as of the date hereof.

     IN WITNESS WHEREOF, this First Amendment is effective as of the date and
year first above set forth.



LANDLORD:  AETNA LIFE INSURANCE COMPANY

BY:        ALLEGIS REALTY INVESTORS LLC,
           IT'S INVESTMENT ADVISOR AND AGENT



   /s/ MARK CYPERT
-------------------------------------------- 
Name:
Title:



TENANT:    PEERLESS SYSTEMS, INC.




   /s/ GARY J. AUSTIN
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Name:
Title: President