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Electronic Distribution Services Agreement - Intraware Inc. and Netscape Communications Corp.

                                [NETSCAPE LOGO]

                                AMENDMENT No. 1

                                 No: 003987-1

This Amendment No. 1 ('Amendment') is made and entered into as of the date 
last signed by Netscape below ('Amendment Effective Date'), by and between 
Intraware, Inc., a Delaware corporation, with principal offices at 25 Orinda 
Way, Orinda, California 94563 ('Intraware'), and Netscape Communications 
Corporation, a Delaware corporation, with principal offices at 501 E. 
Middlefield Road, Mountain View, California 94043 ('Netscape').

WHEREAS, the parties have entered into an Electronic Distribution Agreement 
dated October 20, 1998 (the 'Agreement'); and

WHEREAS, the parties wish to modify and supplement the provisions of the 

NOW THEREFORE, the parties, in consideration of the terms and conditions 
herein, agree as follows:

1.   Section G of Exhibit B to the Agreement shall be amended to add the 
following to the end of the paragraph:

     If and to the extent Netscape makes available to its resellers a 
     discretionary rebate program to which Intraware, as a Netscape reseller, 
     would be entitled, then Intraware will forgive $850,000 in unaccrued 
     rebates in the 90-day period commencing on October 1st, 1999, and 
     $850,000 in accrued rebates for each of 3 subsequent 90-day periods, 
     until aggregate amount of accrued rebates in the amount of $3.4 million 
     is reached. If the aggregate amount of $3.4 million is not reached 
     during the 12-month period following October 1, 1999, then this 
     provision shall continue through each subsequent ninety-day period until 
     the $3.4 million is achieved.


2.1. Capitalized terms defined in the Agreement shall have the same meaning 
     in this Amendment as in the Agreement.

2.2. Except as explicitly modified, all terms, conditions and provisions of 
     the Agreement shall continue in full force and effect.

2.3. In the event of any inconsistency or conflict between the Agreement and 
     this Amendment, the terms, conditions and provisions of this Amendment 
     shall govern and control.


2.4. All previous discussions and agreements with respect to this subject 
     matter are superseded by the Agreement and this Amendment. Any contrary 
     terms of the associated Purchase Order are hereby expressly rejected.

2.5. Any notice required to be given by one party to the other shall be 
     either (a) personally delivered; (b) transmitted by postage prepaid or 
     certified air mail, return receipt requested, or (c) transmitted by 
     Federal Express at the addresses shown above, and shall be deemed to 
     have been given on the date of receipt if delivered personally or by 
     express courier, or 5 business days after deposit in mail. Either party 
     may change its address for purposes hereof by written notice to the 
     other in accordance with the provisions of this paragraph.

2.6. This Agreement may be executed in counterparts or by facsimile, each of 
     which shall be an original, and all of which together shall constitute 
     one and the same agreement.

2.7. Section 13.1 the first paragraph shall be replaced with the following:
     For Convenience. This Agreement may be terminated by Intraware for 
     convenience upon 180 days prior written notice to Netscape.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be 
executed by their duly authorized representatives, effective as of the 
Amendment Effective Date.


By:  /s/ Noreen G. Bergin                    By:  /s/ Cindy Mascheroni
    ---------------------------------            ------------------------------
          Signature                                    Signature

Name:   Noreen G. Bergin                     Name:   Cindy Mascheroni
      --------------------------------             ----------------------------
        Print or Type                                 Print or Type

        Senior Vice President, Finance 
Title:  & Corporate Controller               Title:  VP Business Development
       -------------------------------              ---------------------------
Date:          3-1-99                        Date:          2/26/99
       -------------------------------              ---------------------------

                              -APPROVED REVENUE ACCTS-

Initial  KS


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