FIRST AMENDMENT TO THE LEASE
                                   FOR
                             INTRAWARE, INC.

THIS FIRST AMENDMENT TO THE LEASE (the "First Amendment") is made and entered 
into as of this 5th day of May, 1997, by and between Sleep Hollow Investment 
Company I, a general partnership ("Landlord") and Intraware, Inc., a Delaware 
corporation ("Tenant").

WHEREAS, pursuant to that certain office Lease dated August 23, 1996 
(hereinafter referred to as "the Lease"), Landlord leased to Tenant and 
Tenant leased from Landlord the premises located at 25 Orinda Way, Suite 101 
in the City of Orinda, County of Contra Costa, State of California, all as 
more particularly described in the Lease (the "Premises"); and

WHEREAS, Landlord and Tenant desire to amend the Lease to incorporate 
additional leased premises commonly known as Suite 310.

NOW, THEREFORE, for a valuable consideration the receipt and sufficiency of 
which is hereby acknowledged, Landlord and Tenant agree to further amend the 
Lease as follows:

     1.   Premises:               The leased premises shall be increased by 
                                  approximately 1,940 rentable square feet 
                                  (Suite 310) from 6,466 rentable square feet 
                                  (Suite 101) to 8,406 rentable square feet 
                                  (Suite 101 + 310).

     2.   Term/Commencement:      The terms of this First Amendment shall 
                                  commence July 1, 1997 and shall expire with 
                                  the Lease on September 1, 1998.

     3.   Base Rent:              The base monthly rent shall increase for 
                                  the period June 1, 1997 through September 
                                  30, 1997 by $4,260.00 per month ($2.20 x 
                                  1,940 square feet) to $14,929.00 per month. 
                                  Effective October 1, 1997 the rent shall 
                                  adjust pursuant to the Lease from 
                                  $14,929.00 per month to $15,575.00 per 
                                  month.

     4.   Operating Expenses:     The 1,940 square feet (Suite 310) of 
                                  Tenant's premises shall be full service and 
                                  Landlord shall waive the operating expenses 
                                  for same.

     5.   Tenant Improvements:    Landlord shall, at Landlord's sole cost and 
                                  expense, provide new carpet and paint for 
                                  the additional leased premises (Suite 310 
                                  only).

     6.   Parking:                Pursuant to the attached parking plan, 
                                  Tenant's designated parking shall be 
                                  increased by 7 stalls from 21 to a total of 
                                  28 spaces.

Except as set forth in this First Amendment to the Lease, the Lease shall 
remain unmodified and in full force and effect and is incorporated herein by 
reference. In the event of any conflict between the terms of the Lease and 
the terms of this First Amendment to the Lease, the terms of this First 
Amendment to the Lease shall control.

This First Amendment to the Lease shall be binding upon and shall inure to 
the benefit of Landlord and Tenant and their respective successors, assignees 
and representatives.

LANDLORD:                               TENANT:

SLEEPY HOLLOW INVESTMENT CO. I,         INTRAWARE, INC.,
a general partnership                   a Delaware Corporation

By:   /s/ Adam T. Henderson             By:   /s/ Peter H. Jackson
    ----------------------------            -------------------------------
       Adam T. Henderson                       Peter H. Jackson

Its:     President                      Its:    Chief Executive Officer
     ---------------------------             ------------------------------

Date:      5/27/97                      Date:             5/21/97
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