Master Lease Agreement - Comdisco Inc. and Intraware Inc.

                                                          M A S T E R  L E A S E  A G R E E M E N T

MASTER LEASE AGREEMENT (the 'Master Lease') dated September  9, 1998 by and 
between COMDISCO, INC. ('Lessor') and INTRAWARE, INC. ('Lessee').

IN CONSIDERATION of the mutual agreements described below, the parties agree 
as follows (all capitalized terms are defined in Section 14.18):

1.  PROPERTY LEASED.

Lessor leases to Lessee all of the Equipment described on each Summary 
Equipment Schedule. In the event of a conflict, the terms of the applicable 
Schedule prevail over this Master Lease.

2.  TERM.

On the Commencement Date, Lessee will be deemed to accept the Equipment, will 
be bound to its rental obligations for each item of Equipment and the term of 
a Summary Equipment Schedule will begin and continue through the Initial Term 
and thereafter until terminated by either party upon prior written notice 
received during the Notice Period. No termination may be effective prior to 
the expiration of the Initial Term.

3.  RENT AND PAYMENT.

Rent is due and payable in advance on the first day of each Rent Interval at 
the address specified in Lessor's invoice. Interim Rent is due and payable 
when invoiced. If any payment is not made when due, Lessee will pay a Late 
Charge on the overdue amount. Upon Lessee's execution of each Schedule, 
Lessee will pay Lessor the Advance specified on the Schedule. The Advance 
will be credited towards the final Rent payment if Lessee is not then in 
default. No interest will be paid on the Advance.

4.  SELECTION; WARRANTY AND DISCLAIMER OF WARRANTIES.

4.1 SELECTION. Lessee acknowledges that it has selected the Equipment and 
disclaims any reliance upon statements made by the Lessor, other than as set 
forth in the Schedule.

4.2 WARRANTY AND DISCLAIMER OF WARRANTIES. Lessor warrants to Lessee that, so 
long as Lessee is not in default, Lessor will not disturb Lessee's quiet and 
peaceful possession, and unrestricted use of the Equipment. To the extent 
permitted by the manufacturer, Lessor assigns to Lessee during the term of 
the Summary Equipment Schedule any manufacturer's warranties for the 
Equipment. LESSOR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED AS TO ANY 
MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE MERCHANTABILITY OF THE 
EQUIPMENT OR ITS FITNESS FOR A PARTICULAR PURPOSE. Lessor is not responsible 
for any liability, claim, loss, damage or expense of any kind (including 
strict liability in tort) caused by the Equipment except for any loss or 
damage caused by the willful misconduct or negligent acts of Lessor. In no 
event is Lessor responsible for special, incidental or consequential damages. 

5.  TITLE; RELOCATION OR SUBLEASE; AND ASSIGNMENT.

5.1 TITLE. Lessee holds the Equipment subject and subordinate to the rights 
of the Owner, Lessor, any Assignee and any Secured Party. Lessee authorizes 
Lessor, as Lessee's agent, and at Lessor's expense, to prepare, execute and 
file in Lessee's name precautionary Uniform Commercial Code financing 
statements showing the interest of the Owner, Lessor, and any Assignee or 
Secured Party in the Equipment and to insert serial numbers in Summary 
Equipment Schedules as appropriate. Lessee will, at its expense, keep the 
Equipment free and clear from any liens or encumbrances of any kind (except 
any caused by Lessor) and will indemnify and hold the Owner, Lessor, any 
Assignee and Secured Party harmless from and against any loss caused by 
Lessee's failure to do so, except where such is caused by Lessor.

5.2 RELOCATION OR SUBLEASE. Upon prior written notice, Lessee may relocate 
Equipment to any location within the continental United States provided (i) 
the Equipment will not be used by an entity exempt from federal income tax, 
and (ii) all additional costs (including any administrative fees, additional 
taxes and insurance coverage) are reconciled and promptly paid by Lessee.

Lessee may sublease the Equipment upon the reasonable consent of the Lessor 
and the Secured Party. Such consent to sublease will be granted if: (i) 
Lessee meets the relocation requirements set out above, (ii) the sublease is 
expressly subject and subordinate to the terms of the Schedule, (iii) Lessee 
assigns its rights in the sublease to Lessor and the Secured Party as 
additional collateral and security, (iv) Lessee's obligation to maintain and 
insure the Equipment is not altered, (v) all financing statements required to 
continue the Secured Party's prior perfected security interest are filed, and 
(vi) Lessee executes sublease documents acceptable to Lessor.

No relocation or sublease will relieve Lessee from any of its obligations 
under this Master Lease and the relevant Schedule. 


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5.3 ASSIGNMENT BY LESSOR. The terms and conditions of each Schedule have been 
fixed by Lessor in order to permit Lessor to sell and/or assign or transfer 
its interest or grant a security interest in each Schedule and/or the 
Equipment to a Secured Party or Assignee. In that event, the term Lessor will 
mean the Assignee and any Secured Party. However, any assignment, sale, or 
other transfer by Lessor will not relieve Lessor of its obligations to Lessee 
and will not materially change Lessee's duties or materially increase the 
burdens or risks imposed on Lessee. The Lessee consents to and will 
acknowledge such assignments in a written notice given to Lessee. Lessee also 
agrees that:

(a)  The Secured Party will be entitled to exercise all of Lessor's rights, 
but will not be obligated to perform any of the obligations of Lessor. The 
Secured Party will not disturb Lessee's quiet and peaceful possession and 
unrestricted use of the Equipment so long as Lessee is not in default and the 
Secured Party continues to receive all Rent payable under the Schedule; and

(b)  Lessee will pay all Rent and all other amounts payable to the Secured 
Party, despite any defense or claim which it has against Lessor. Lessee 
reserves its right to have recourse directly against Lessor for any defense 
or claim;

(c)  Subject to and without impairment of Lessee's leasehold rights in the 
Equipment, Lessee holds the Equipment for the Secured Party to the extent of 
the Secured Party's rights in that Equipment.

6.  NET LEASE; TAXES AND FEES.

6.1 NET LEASE. Each Summary Equipment Schedule constitutes a net lease. 
Lessee's obligation to pay Rent and all other amounts due hereunder is 
absolute and unconditional and is not subject to any abatement, reduction, 
set-off, defense, counterclaim, interruption, deferment or recoupment for any 
reason whatsoever.

6.2 TAXES AND FEES. Lessee will pay when due or reimburse Lessor for all 
taxes, fees or any other charges (together with any related interest or 
penalties not arising from the negligence of Lessor) accrued for or arising 
during the term of each Summary Equipment Schedule against Lessor, Lessee or 
the Equipment by any governmental authority (except only Federal, state, 
local and franchise taxes on the capital or the net income of Lessor). Lessor 
will file all personal property tax returns for the Equipment and pay all 
such property taxes due. Lessee will reimburse Lessor for property taxes 
within thirty (30) days of receipt of an invoice.

7.  CARE, USE AND MAINTENANCE; INSPECTION BY LESSOR.

7.1 CARE, USE AND MAINTENANCE. Lessee will maintain the Equipment in good 
operating order and appearance, protect the Equipment from deterioration, 
other than normal wear and tear, and will not use the Equipment for any 
purpose other than that for which it was designed. If commercially available 
and considered common business practice for each item of Equipment, Lessee 
will maintain in force a standard maintenance contract with the manufacturer 
of the Equipment, or another party acceptable to Lessor, and will provide 
Lessor with a complete copy of that contract. If Lessee has the Equipment 
maintained by a party other than the manufacturer or self maintains, Lessee 
agrees to pay any costs necessary for the manufacturer to bring the Equipment 
to then current release, revision and engineering change levels, and to 
re-certify the Equipment as eligible for manufacturer's maintenance at the 
expiration of the lease term, provided re-certification is available and is 
required by Lessor. The lease term will continue upon the same terms and 
conditions until recertification has been obtained.
     
7.2 INSPECTION BY LESSOR. Upon reasonable advance notice, Lessee, during 
reasonable business hours and subject to Lessee's security requirements, will 
make the Equipment and its related log and maintenance records available to 
Lessor for inspection.

8.  REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee hereby represents, 
warrants and covenants that with respect to the Master Lease and each 
Schedule executed hereunder:

(a)  The Lessee is a corporation duly organized and validly existing in good 
standing under the laws of the jurisdiction of its incorporation, is duly 
qualified to do business in each jurisdiction (including the jurisdiction 
where the Equipment is, or is to be, located) where its ownership or lease of 
property or the conduct of its business requires such qualification, except 
for where such lack of qualification would not have a material adverse effect 
on the Company's business; and has full corporate power and authority to hold 
property under the Master Lease and each Schedule and to enter into and 
perform its obligations under the Master Lease and each Schedule.

(b)  The execution and delivery by the Lessee of the Master Lease and each 
Schedule and its performance thereunder have been duly authorized by all 
necessary corporate action on the part of the Lessee, and the Master Lease 
and each Schedule are not inconsistent with the Lessee's Articles of 
Incorporation or Bylaws, do not contravene any law or governmental rule, 
regulation or order applicable to it, do not and will not contravene any 
provision of, or constitute a default under, any indenture, mortgage, 
contract or other instrument to which it is a party or by which it is bound, 
and the Master Lease and each Schedule constitute legal, valid and binding 
agreements of the Lessee, enforceable in accordance with their terms, subject 
to the effect of applicable bankruptcy and other similar laws affecting the 
rights of creditors generally and rules of law concerning equitable remedies.


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(c)  There are no actions, suits, proceedings or patent claims pending or, to 
the knowledge of the Lessee, threatened against or affecting the Lessee in 
any court or before any governmental commission, board or authority which, if 
adversely determined, will have a material adverse effect on the ability of 
the Lessee to perform its obligations under the Master Lease and each 
Schedule.

(d)  The Equipment is personal property and when subjected to use by the 
Lessee will not be or become fixtures under applicable law.

(e)  The Lessee has no material liabilities or obligations, absolute or 
contingent (individually or in the aggregate), except the liabilities and 
obligations of the Lessee as set forth in the Financial Statements and 
liabilities and obligations which have occurred in the ordinary course of 
business, and which have not been, in any case or in the aggregate, 
materially adverse to Lessee's ongoing business.

(f)  To the best of the Lessee's knowledge, the Lessee owns, possesses, has 
access to, or can become licensed on reasonable terms under all patents, 
patent applications, trademarks, trade names, inventions, franchises, 
licenses, permits, computer software and copyrights necessary for the 
operations of its business as now conducted, with no known infringement of, 
or conflict with, the rights of others.

(g)  All material contracts, agreements and instruments to which the Lessee 
is a party are in full force and effect in all material respects, and are 
valid, binding and enforceable by the Lessee in accordance with their 
respective terms, subject to the effect of applicable bankruptcy and other 
similar laws affecting the rights of creditors generally, and rules of law 
concerning equitable remedies.

9.  DELIVERY AND RETURN OF EQUIPMENT.  

Lessee hereby assumes the full expense of transportation and in-transit 
insurance to Lessee's premises and installation thereat of the Equipment. 
Upon termination (by expiration or otherwise) of each Summary Equipment 
Schedule, Lessee shall, pursuant to Lessor's instructions and at Lessee's 
full expense (including, without limitation, expenses of transportation and 
in-transit insurance), return the Equipment to Lessor in the same operating 
order, repair, condition and appearance as when received, less normal 
depreciation and wear and tear. Lessee shall return the Equipment to Lessor 
at 6111 North River Road, Rosemont, Illinois 60018 or at such other address 
within the continental United States as directed by Lessor, provided, 
however, that Lessee's expense shall be limited to the cost of returning the 
Equipment to Lessor's address as set forth herein. During the period 
subsequent to receipt of a notice under Section 2, Lessor may demonstrate the 
Equipment's operation in place and Lessee will supply any of its personnel as 
may reasonably be required to assist in the demonstrations.

10. LABELING.

Upon request, Lessee will mark the Equipment indicating Lessor's interest 
with labels provided by Lessor. Lessee will keep all Equipment free from any 
other marking or labeling which might be interpreted as a claim of ownership.

11. INDEMNITY.

With regard to bodily injury and property damage liability only, Lessee will 
indemnify and hold Lessor, any Assignee and any Secured Party harmless from 
and against any and all claims, costs, expenses, damages and liabilities, 
including reasonable attorneys' fees, arising out of the ownership (for 
strict liability in tort only), selection, possession, leasing, operation, 
control, use, maintenance, delivery, return or other disposition of the 
Equipment during the term of this Master Lease or until Lessee's obligations 
under the Master Lease terminate. However, Lessee is not responsible to a 
party indemnified hereunder for any claims, costs, expenses, damages and 
liabilities occasioned by the negligent acts of such indemnified party. 
Lessee agrees to carry bodily injury and property damage liability insurance 
during the term of the Master Lease in amounts and against risks customarily 
insured against by the Lessee on equipment owned by it. Any amounts received 
by Lessor under that insurance will be credited against Lessee's obligations 
under this Section.

12. RISK OF LOSS.

Effective upon delivery and until the Equipment is returned, Lessee relieves 
Lessor of responsibility for all risks of physical damage to or loss or 
destruction of the Equipment. Lessee will carry casualty insurance for each 
item of Equipment in an amount not less than the Casualty Value. All policies 
for such insurance will name the Lessor and any Secured Party as additional 
insured and as loss payee, and will provide for at least thirty (30) days 
prior written notice to the Lessor of cancellation or expiration, and will 
insure Lessor's interests regardless of any breach or violation by Lessee of 
any representation, warranty or condition contained in such policies and will 
be primary without right of contribution from any insurance effected by 
Lessor. Upon the execution of any Schedule, the Lessee will furnish 
appropriate evidence of such insurance acceptable to Lessor.

Lessee will promptly repair any damaged item of Equipment unless such 
Equipment has suffered a Casualty Loss. Within fifteen (15) days of a 
Casualty Loss, Lessee will provide written notice of that loss to Lessor and 
Lessee will, at Lessee's option, either (a) replace the item of Equipment 
with Like Equipment and marketable title to the Like Equipment will 
automatically vest in Lessor or (b) pay the Casualty Value and after that 
payment and the payment of all other amounts due and owing with respect to 
that item of 


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Equipment, Lessee's obligation to pay further Rent for the item of Equipment 
will cease. 

13. DEFAULT, REMEDIES AND MITIGATION.

13.1 DEFAULT. The occurrence of any one or more of the following Events of 
Default constitutes a default under a Summary Equipment Schedule:

(a)  Lessee's failure to pay Rent or other amounts payable by Lessee when due 
if that failure continues for five (5) business days after written notice; or

(b)  Lessee's failure to perform any other term or condition of the Schedule 
or the material inaccuracy of any representation or warranty made by the 
Lessee in the Schedule or in any document or certificate furnished to the 
Lessor hereunder if that failure or inaccuracy continues for ten (10) 
business days after written notice; or 

(c)  An assignment by Lessee for the benefit of its creditors, the failure by 
Lessee to pay its debts when due, the insolvency of Lessee, the filing by 
Lessee or the filing against Lessee of any petition under any bankruptcy or 
insolvency law or for the appointment of a trustee or other officer with 
similar powers, the adjudication of Lessee as insolvent, the liquidation of 
Lessee, or the taking of any action for the purpose of the foregoing; or

(d)  The occurrence of an Event of Default under any Schedule, Summary 
Equipment Schedule or other agreement between Lessee and Lessor or its 
Assignee or Secured Party.

13.2 REMEDIES. Upon the occurrence of any of the above Events of Default, 
Lessor, at its option, may:

(a)  enforce Lessee's performance of the provisions of the applicable 
Schedule by appropriate court action in law or in equity;

(b)  recover from Lessee any damages and or expenses, including Default Costs;

(c)  with notice and demand, recover all sums due and accelerate and recover 
the present value of the remaining payment stream of all Rent due under the 
defaulted Schedule (discounted at the same rate of interest at which such 
defaulted Schedule was discounted with a Secured Party plus any prepayment 
fees charged to Lessor by the Secured Party or, if there is no Secured Party, 
then discounted at 6%) together with all Rent and other amounts currently due 
as liquidated damages and not as a penalty;

(d)  with notice and process of law and in compliance with Lessee's security
requirements, Lessor may enter on Lessee's premises to remove and repossess the
Equipment without being liable to Lessee for damages due to the repossession,
except those resulting from Lessor's, its assignees', agents' or
representatives' negligence; and

(e)  pursue any other remedy permitted by law or equity.

The above remedies, in Lessor's discretion and to the extent permitted by 
law, are cumulative and may be exercised successively or concurrently.

13.3 MITIGATION. Upon return of the Equipment pursuant to the terms of 
Section 13.2, Lessor will use its best efforts in accordance with its normal 
business procedures (and without obligation to give any priority to such 
Equipment) to mitigate Lessor's damages as described below. EXCEPT AS SET 
FORTH IN THIS SECTION, LESSEE HEREBY WAIVES ANY RIGHTS NOW OR HEREAFTER 
CONFERRED BY STATUTE OR OTHERWISE WHICH MAY REQUIRE LESSOR TO MITIGATE ITS 
DAMAGES OR MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES STATED HEREIN. Lessor 
may sell, lease or otherwise dispose of all or any part of the Equipment at a 
public or private sale for cash or credit with the privilege of purchasing 
the Equipment. The proceeds from any sale, lease or other disposition of the 
Equipment are defined as either: 

(a)  if sold or otherwise disposed of, the cash proceeds less the Fair Market 
Value of the Equipment at the expiration of the Initial Term less the Default 
Costs; or

(b)  if leased, the present value (discounted at three percent (3%) over the 
U.S. Treasury Notes of comparable maturity to the term of the re-lease) of 
the rentals for a term not to exceed the Initial Term, less the Default Costs.

Any proceeds will be applied against liquidated damages and any other sums 
due to Lessor from Lessee. However, Lessee is liable to Lessor for, and 
Lessor may recover, the amount by which the proceeds are less than the 
liquidated damages and other sums due to Lessor from Lessee. 

14. ADDITIONAL PROVISIONS.

14.1 BOARD ATTENDANCE. Upon invitation of Lessee, one representative of 
Lessor will have the right to attend Lessee's corporate Board of Directors 
meetings and Lessee will give Lessor reasonable notice in advance of any 
special Board of Directors meeting, which notice will provide an agenda of 
the subject matter to be discussed at such board meeting. Lessee will provide 
Lessor with a certified copy of the minutes of each Board of Directors 
meeting within thirty (30) days following the date of such meeting held 
during the term of this Master Lease.

14.2 FINANCIAL STATEMENTS. As soon as practicable at the end of each month 
(and in any event within thirty (30) days), Lessee will provide to Lessor the 
same information which 


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Lessee provides to its Board of Directors, but which will include not less 
than a monthly income statement, balance sheet and statement of cash flows 
prepared in accordance with generally accepted accounting principles, 
consistently applied (the 'Financial Statements'). As soon as practicable at 
the end of each fiscal year, Lessee will provide to Lessor audited Financial 
Statements setting forth in comparative form the corresponding figures for 
the fiscal year (and in any event within ninety (90) days), and accompanied 
by an audit report and opinion of the independent certified public 
accountants selected by Lessee. Lessee will promptly furnish to Lessor any 
additional information (including, but not limited to, tax returns, income 
statements, balance sheets and names of principal creditors) as Lessor 
reasonably believes necessary to evaluate Lessee's continuing ability to meet 
financial obligations. After the effective date of the initial registration 
statement covering a public offering of Lessee's securities, the term 
'Financial Statements' will be deemed to refer to only those statements 
required by the Securities and Exchange Commission.

14.3 OBLIGATION TO LEASE ADDITIONAL EQUIPMENT. Upon notice to Lessee, Lessor 
will not be obligated to lease any Equipment which would have a Commencement 
Date after said notice if: (i) Lessee is in default under this Master Lease 
or any Schedule; (ii) Lessee is in default under any loan agreement, the 
result of which would allow the lender or any secured party to demand 
immediate payment of any material indebtedness; (iii) there is a material 
adverse change in Lessee's credit standing; or (iv) Lessor determines (in 
reasonable good faith) that Lessee will be unable to perform its obligations 
under this Master Lease or any Schedule.       

14.4 MERGER AND SALE PROVISIONS. Lessee will notify Lessor of any proposed 
Merger at least sixty (60) days prior to the closing date. Lessor may, in its 
discretion, either (i) consent to the assignment of the Master Lease and all 
relevant Schedules to the successor entity, or (ii) terminate the Master 
Lease and all relevant Schedules. If Lessor elects to consent to the 
assignment, Lessee and its successor will sign the assignment documentation 
provided by Lessor. If Lessor elects to terminate the Master Lease and all 
relevant Schedules, then Lessee will pay Lessor all amounts then due and 
owing and a termination fee equal to the present value (discounted at 6%) of 
the remaining Rent for the balance of the Initial Term(s) of all Schedules, 
and will return the Equipment in accordance with Section 9. Lessor hereby 
consents to any Merger in which the acquiring entity has a Moody's Bond 
Rating of BA3 or better or a commercially acceptable equivalent measure of 
creditworthiness as reasonably determined by Lessor.
     
14.5 ENTIRE AGREEMENT. This Master Lease and associated Schedules and Summary 
Equipment Schedules supersede all other oral or written agreements or 
understandings between the parties concerning the Equipment including, for 
example, purchase orders. ANY AMENDMENT OF THIS MASTER LEASE OR A SCHEDULE, 
MAY ONLY BE ACCOMPLISHED BY A WRITING SIGNED BY THE PARTY AGAINST WHOM THE 
AMENDMENT IS SOUGHT TO BE ENFORCED.

14.6 NO WAIVER. No action taken by Lessor or Lessee will be deemed to 
constitute a waiver of compliance with any representation, warranty or 
covenant contained in this Master Lease or a Schedule. The waiver by Lessor 
or Lessee of a breach of any provision of this Master Lease or a Schedule 
will not operate or be construed as a waiver of any subsequent breach.

14.7 BINDING NATURE. Each Schedule is binding upon, and inures to the benefit 
of Lessor and its assigns. LESSEE MAY NOT ASSIGN ITS RIGHTS OR OBLIGATIONS. 

14.8 SURVIVAL OF OBLIGATIONS. All agreements, obligations including, but not 
limited to those arising under Section 6.2, representations and warranties 
contained in this Master Lease, any Schedule, Summary Equipment Schedule or 
in any document delivered in connection with those agreements are for the 
benefit of Lessor and any Assignee or Secured Party and survive the 
execution, delivery, expiration or termination of this Master Lease.

14.9 NOTICES. Any notice, request or other communication to either party by 
the other will be given in writing and deemed received upon the earlier of 
(1) actual receipt or (3) three days after mailing if mailed postage prepaid 
by regular or airmail to Lessor (to the attention of 'the Comdisco Venture 
Group') or Lessee, at the address set out in the Schedule, (3) one day after 
it is sent by courier or (4) on the same day as sent via facsimile 
transmission, provided that the original is sent by personal delivery or mail 
by the sending party.

14.10 APPLICABLE LAW. THIS MASTER LEASE HAS BEEN, AND EACH SCHEDULE WILL HAVE 
BEEN MADE, EXECUTED AND DELIVERED IN THE STATE OF ILLINOIS AND WILL BE 
GOVERNED AND CONSTRUED FOR ALL PURPOSES IN ACCORDANCE WITH THE LAWS OF THE 
STATE OF ILLINOIS WITHOUT GIVING EFFECT TO CONFLICT OF LAW PROVISIONS. NO 
RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE 
WILL BE CONFERRED ON LESSEE UNLESS EXPRESSLY GRANTED IN THIS MASTER LEASE OR 
A SCHEDULE.

14.11 SEVERABILITY. If any one or more of the provisions of this Master Lease 
or any Schedule is for any reason held invalid, illegal or unenforceable, the 
remaining provisions of this Master Lease and any such Schedule will be 
unimpaired, and the invalid, illegal or unenforceable provision replaced by a 
mutually acceptable valid, legal and enforceable provision that is closest to 
the original intention of the parties.


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14.12 COUNTERPARTS. This Master Lease and any Schedule may be executed in any 
number of counterparts, each of which will be deemed an original, but all 
such counterparts together constitute one and the same instrument. If Lessor 
grants a security interest in all or any part of a Schedule, the Equipment or 
sums payable thereunder, only that counterpart Schedule marked 'Secured 
Party's Original' can transfer Lessor's rights and all other counterparts 
will be marked 'Duplicate.'

14.13 LICENSED PRODUCTS. Lessee will obtain no title to Licensed Products 
which will at all times remain the property of the owner of the Licensed 
Products. A license from the owner may be required and it is Lessee's 
responsibility to obtain any required license before the use of the Licensed 
Products. Lessee agrees to treat the Licensed Products as confidential 
information of the owner, to observe all copyright restrictions, and not to 
reproduce or sell the Licensed Products.

14.14 SECRETARY'S CERTIFICATE. Lessee will, upon execution of this Master 
Lease, provide Lessor with a secretary's certificate of incumbency and 
authority. Upon the execution of each Schedule with a purchase price in 
excess of $1,000,000, Lessee will provide Lessor with an opinion from 
Lessee's counsel in a form acceptable to Lessor regarding the representations 
and warranties in Section 8.

14.15 ELECTRONIC COMMUNICATIONS. Each of the parties may communicate with the 
other by electronic means under mutually agreeable terms.

14.16 LANDLORD/MORTGAGEE WAIVER. Lessee agrees to provide Lessor with a 
Landlord/Mortgagee Waiver with respect to the Equipment. Such waiver shall be 
in a form satisfactory to Lessor.

14.17 EQUIPMENT PROCUREMENT CHARGES/PROGRESS PAYMENTS. Lessee hereby agrees 
that Lessor shall not, by virtue of its entering into this Master Lease, be 
required to remit any payments to any manufacturer or other third party until 
Lessee accepts the Equipment subject to this Master Lease.

14.18 DEFINITIONS.

ADVANCE - means the amount due to Lessor by Lessee upon Lessee's execution of 
each Schedule.

ASSIGNEE - means an entity to whom Lessor has sold or assigned its rights as 
owner and Lessor of Equipment.

CASUALTY LOSS - means the irreparable loss or destruction of Equipment.

CASUALTY VALUE - means the greater of the aggregate Rent remaining to be paid 
for the balance of the lease term or the Fair Market Value of the Equipment 
immediately prior to the Casualty Loss. However, if a Casualty Value Table is 
attached to the relevant Schedule its terms will control.

COMMENCEMENT DATE - is defined in each Schedule.

DEFAULT COSTS - means reasonable attorney's fees and remarketing costs 
resulting from a Lessee default or Lessor's enforcement of its remedies.

DELIVERY DATE - means date of delivery of Inventory Equipment to Lessee's 
address.

EQUIPMENT - means the property described on a Summary Equipment Schedule and 
any replacement for that property required or permitted by this Master Lease 
or a Schedule.

EVENT OF DEFAULT - means the events described in Subsection 13.1.

FAIR MARKET VALUE - means the aggregate amount which would be obtainable in 
an arm's-length transaction between an informed and willing buyer/user and an 
informed and willing seller under no compulsion to sell.

INITIAL TERM - means the period of time beginning on the first day of the 
first full Rent Interval following the Commencement Date for all items of 
Equipment and continuing for the number of Rent Intervals indicated on a 
Schedule.

INTERIM RENT - means the pro-rata portion of Rent due for the period from the 
Commencement Date through but not including the first day of the first full 
Rent Interval included in the Initial Term.

LATE CHARGE - means the lesser of five percent (5%) of the payment due or the 
maximum amount permitted by the law of the state where the Equipment is 
located.

LICENSED PRODUCTS - means any software or other licensed products attached to 
the Equipment.

LIKE EQUIPMENT - means replacement Equipment which is lien free and of the 
same model, type, configuration and manufacture as Equipment.

MERGER - means any consolidation or merger of the Lessee with or into any 
other corporation or entity, any sale or conveyance of all or substantially 
all of the assets or stock of the Lessee by or to any other person or entity 
in which Lessee is not the surviving entity.

NOTICE PERIOD - means not less than ninety (90) days nor more than twelve 
(12) months prior to the expiration of the lease term.

OWNER - means the owner of Equipment.


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RENT - means the rent Lessee will pay for each item of Equipment expressed in a
Summary Equipment Schedule either as a specific amount or an amount equal to the
amount which Lessor pays for an item of Equipment multiplied by a lease rate
factor plus all other amounts due to Lessor under this Master Lease or a
Schedule.

RENT INTERVAL - means a full calendar month or quarter as indicated on a 
Schedule.

SCHEDULE - means either an Equipment Schedule or a Licensed Products Schedule 
which incorporates all of the terms and conditions of this Master Lease.

SECURED PARTY - means an entity to whom Lessor has granted a security 
interest for the purpose of securing a loan.

SUMMARY EQUIPMENT SCHEDULE - means a certificate provided by Lessor 
summarizing all of the Equipment for which Lessor has received Lessee 
approved vendor invoices, purchase documents and/or evidence of delivery 
during a calendar quarter which will incorporate all of the terms and 
conditions of the related Schedule and this Master Lease and will constitute 
a separate lease for the equipment leased thereunder.


IN WITNESS WHEREOF, the parties hereto have executed this Master Lease on or 
as of the day and year first above written.

INTRAWARE, INC.                        COMDISCO, INC.,
as Lessee                              as Lessor

                                       
By: /s/ Donald M. Freed                By:  /s/ James P. Labe
   ---------------------------------      -----------------------------------

Title: Executive Vice President        Title: President, COMDISCO VENTURES 
      ------------------------------         --------------------------------
       and Chief Financial Officer            DIVISION
      ------------------------------         --------------------------------


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