<PAGE>
                                                                    EXHIBIT 10.2


                 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT


     PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the "AGREEMENT"), dated as
of January 12, 2000, by and among Intraware, Inc., a Delaware corporation (the
"COMPANY"), and the investors listed on the Schedule of Buyers attached hereto
as SCHEDULE I (individually, a "BUYER" and collectively, the "BUYERS").

     WHEREAS:

     A.   The Company and each Buyer is executing and delivering this Agreement
in reliance upon the exemption from securities registration afforded by Rule 506
of Regulation D ("REGULATION D") as promulgated by the United States Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "1933 ACT");

     B.   Each Buyer wishes to purchase, upon the terms and conditions stated in
this Agreement, the respective amounts of Series A Preferred stock of the
Company (the "SHARES") which are convertible into shares of Common stock of the
Company (the "CONVERSION SHARES") and warrants to purchase Common stock of the
Company (the "WARRANTS") set forth opposite such Buyer's name on the Schedule of
Buyers attached hereto as SCHEDULE I (the Shares and the Warrants are together
referred to as the "SECURITIES"); and

     C.   Contemporaneously with the execution and delivery of this Agreement,
the parties hereto are executing and delivering a Registration Rights Agreement
substantially in the form attached hereto as EXHIBIT A (the "REGISTRATION RIGHTS
AGREEMENT") pursuant to which the Company has agreed to provide certain
registration rights with respect to the Shares under the 1933 Act and the rules
and regulations promulgated thereunder, and applicable state securities laws.

     NOW THEREFORE, the Company and each Buyer hereby agree as follows:

     1.   PURCHASE AND SALE OF SHARES.

          (a)  PURCHASE OF PREFERRED SHARES. Subject to the satisfaction (or
waiver) of the conditions set forth in Sections 5 and 6 below, the Company shall
issue and sell to each Buyer and each Buyer severally agrees to purchase from
the Company the respective number of Shares set forth opposite such Buyer's name
on the Schedule of Buyers, (the "CLOSING"). The purchase price (the "PURCHASE
PRICE") of each Share the aggregate Purchase Price at the Closing is as set
forth on SCHEDULE I.

          (b)  CLOSING DATE. The date and time of the Closing (the "CLOSING
DATE") shall be 5:00 a.m. Pacific Time, on January 16, 2001, subject to
satisfaction or waiver of the conditions to the Closing set forth in Sections 6
and 7 below (or such other earlier date as is mutually agreed to in writing by
the Company and each Buyer). The Closing shall occur on the Closing Date at the
offices of Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, CA
94304.

          (c)  FORM OF PAYMENT. On the Closing Date, (i) each Buyer shall pay
the aggregate Purchase Price to the Company for the Shares and Warrants to be
issued and sold to such

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Buyer at the Closing, by wire transfer of immediately available funds in
accordance with the Company's written wire instructions, (ii) the Company shall
deliver to the Company's transfer agent instructions to issue the stock
certificates (in the denominations as set forth on SCHEDULE I) (the "STOCK
CERTIFICATES") representing such number of the Shares, and (iii) the Company
shall deliver to such Buyer a warrant to purchase that number of shares of
common stock of the Company which such Buyer is then purchasing (as indicated
opposite such Buyer's name on the Schedule of Buyers) in the form attached
hereto as EXHIBIT B.

     2.   EACH BUYER'S REPRESENTATIONS AND WARRANTIES.

          Each Buyer, severally and not jointly, represents and warrants that:

          (a)  INVESTMENT PURPOSE. Such Buyer is acquiring the Shares and the
Warrants for its own account for investment only and not with a view towards, or
for resale in connection with, the public sale or distribution thereof, except
pursuant to sales registered or exempted under the 1933 Act.

          (b)  ACCREDITED INVESTOR STATUS. Such Buyer is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation D.

          (c)  RELIANCE ON EXEMPTIONS. Such Buyer understands that the Shares
and the Warrants are being offered and sold to it in reliance on specific
exemptions from the registration requirements of United States federal and state
securities laws and that the Company is relying in part upon the truth and
accuracy of, and such Buyer's compliance with, the representations, warranties,
agreements, acknowledgments and understandings of such Buyer set forth herein in
order to determine the availability of such exemptions and the eligibility of
such Buyer to acquire the Shares.

          (d)  INFORMATION. Such Buyer and its advisors, if any, have been
furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Shares and
the Warrants which have been requested by such Buyer. Such Buyer and its
advisors, if any, have been afforded the opportunity to ask questions of the
Company. Neither such inquiries nor any other due diligence investigations
conducted by such Buyer or its advisors, if any, or its representatives shall
modify, amend or affect such Buyer's right to rely on the Company's
representations and warranties contained herein. Such Buyer understands that its
investment in the Shares and the Warrants involves a high degree of risk. Such
Buyer has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to its
acquisition of the Securities.

          (e)  NO GOVERNMENTAL REVIEW. Such Buyer understands that no United
States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Shares and the
Warrants or the fairness or suitability of the investment in the Shares and the
Warrants nor have such authorities passed upon or endorsed the merits of the
offering of the Shares and the Warrants.


                                      -2-
<PAGE>

          (f)  TRANSFER OR RESALE. Such Buyer understands that except as
provided in the Registration Rights Agreement: (i) the Shares and the Warrants
have not been and are not being registered under the 1933 Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred
unless (A) subsequently registered thereunder, (B) such Buyer shall have
delivered to the Company an opinion of counsel, in a generally acceptable form,
to the effect that such Shares or Warrants to be sold, assigned or transferred
may be sold, assigned or transferred pursuant to an exemption from such
registration, or (C) such Buyer provides the Company with reasonable assurance
that such Shares or Warrants can be sold, assigned or transferred pursuant to
Rule 144 promulgated under the 1933 Act, as amended, (or a successor rule
thereto) ("RULE 144"); (ii) any sale of the Shares or Warrants made in reliance
on Rule 144 may be made only in accordance with the terms of Rule 144 and
further, if Rule 144 is not applicable, any resale of the Shares or Warrants
under circumstances in which the seller (or the person through whom the sale is
made) may be deemed to be an underwriter (as that term is defined in the 1933
Act) may require compliance with some other exemption under the 1933 Act or the
rules and regulations of the SEC thereunder; and (iii) neither the Company nor
any other person is under any obligation to register the Shares or Warrants for
resale under the 1933 Act or any state securities laws or to comply with the
terms and conditions of any resale exemption thereunder.

          (g)  LEGENDS. Such Buyer understands that the certificates or other
instruments representing the Shares and Warrants, until such time as the sale of
the Shares have been registered under the 1933 Act as contemplated by the
Registration Rights Agreement, the stock certificates representing the Shares
and the instruments representing the Warrants, shall bear a restrictive legend
in substantially the following form (and a stop-transfer order may be placed
against transfer of such stock certificates and warrants):

               THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
     STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
     TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
     STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
     OR APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A
     GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
     OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE
     144 UNDER SAID ACT.

     The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Shares upon which it is
stamped, if, unless otherwise required by state securities laws, (i) such Shares
are registered for sale under the 1933 Act, (ii) in connection with a sale,
assignment or other transfer, such holder provides the Company with an opinion
of counsel, in a generally acceptable form, to the effect that such sale,
assignment or transfer of the Shares may be made without registration under the
1933 Act, or (iii) such holder provides the Company with reasonable assurance
that the Shares can be sold, assigned or transferred pursuant to Rule 144
without any restriction as to the number of securities acquired as of a
particular date that can then be immediately sold.


                                      -3-
<PAGE>

          (h)  VALIDITY; ENFORCEMENT. This Agreement has been duly and validly
authorized, executed and delivered on behalf of such Buyer and is a valid and
binding agreement of such Buyer enforceable against such Buyer in accordance
with its terms, subject as to enforceability to general principles of equity and
to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to, or affecting generally, the enforcement of
applicable creditors' rights and remedies.

          (i)  RESIDENCY. Such Buyer's address is set forth on the Schedule of
Buyers.


     3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          The Company represents and warrants to each of the Buyers, except as
set forth in the Company's Disclosure Schedules which are attached hereto as
Schedule II, that:

          (a)  ORGANIZATION AND QUALIFICATION. The Company and its
"SUBSIDIARIES" (which for purposes of this Agreement means any entity in which
the Company, directly or indirectly, owns capital stock or holds a majority or
similar interest) are corporations duly organized and validly existing in good
standing under the laws of the jurisdiction in which they are incorporated, and
have the requisite corporate power and authorization to own their properties and
to carry on their business as now being conducted. Each of the Company and its
Subsidiaries is duly qualified as a foreign corporation to do business and is in
good standing in every jurisdiction in which its ownership of property or the
nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing
would not have a Material Adverse Effect. As used in this Agreement, "MATERIAL
ADVERSE EFFECT" means any material adverse effect on the business, properties,
assets, operations, results of operations, financial condition or prospects of
the Company and its Subsidiaries, if any, taken as a whole, or on the
transactions contemplated hereby or by the agreements and instruments to be
entered into in connection herewith, or on the authority or ability of the
Company to perform its obligations under the Transaction Documents (as defined
below) or the Certificate of Designation (as defined below).

          (b)  AUTHORIZATION; ENFORCEMENT; VALIDITY. The Company has the
requisite corporate power and authority to enter into and perform this Agreement
and the Registration Rights Agreement, (together, the "TRANSACTION DOCUMENTS")
and to file, and perform its obligations under, the Transaction Documents, and
to issue the Securities in accordance with the terms hereof and thereof. The
execution and delivery of the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby,
including without limitation the issuance of the Shares and the Warrants, have
been duly authorized by the Company's Board of Directors and no further consent
or authorization is required by the Company, its Board of Directors or its
stockholders. The Transaction Documents of even date herewith have been duly
executed and delivered by the Company, and constitute the valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement
of creditors' rights and remedies.


                                      -4-
<PAGE>

          (c)  ISSUANCE OF SECURITIES. The Shares are duly authorized and, upon
issuance at the Closing, shall be (i) validly issued, fully paid and
non-assessable, (ii) free from all taxes, liens and charges with respect to the
issue thereof and (iii) entitled to the rights and preferences set forth in the
Company's form of Certificate of Designations attached hereto as EXHIBIT C (the
"NEW CERTIFICATE"). At least 3,160,206 shares of Common Stock have been duly
authorized and reserved for issuance upon conversion of the Shares and upon
exercise of the Warrants. Upon conversion or exercise in accordance with the New
Certificate or the Warrants, as the case may be, the Conversion Shares and the
Warrant Shares will be validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issue thereof, with the
holders being entitled to all rights accorded to a holder of Common Stock. The
issuance by the Company of the Securities is exempt from registration under the
1933 Act.

          (d)  NO CONFLICTS. Except as disclosed in set forth in Section 3(d) of
the Company's Disclosure Schedules, the execution, delivery and performance of
the Transaction Documents by the Company, the performance by the Company of its
obligations under the New Certificate and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the
reservation for issuance and issuance of the Conversion Shares and the Warrant
Shares) will not (i) result in a violation of the Company's Certificate of
Incorporation, any Certificate of Designations, preferences and rights of any
outstanding series of preferred stock of the Company or the Company's bylaws or
(ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any material
agreement filed as an Exhibit to any of the Company's SEC Documents (as defined
below), or (iii) result in a violation of any law, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations
and the rules and regulations of The Nasdaq Stock Market, Inc.) applicable to
the Company or any of its Subsidiaries or by which any property or asset of the
Company or any of its Subsidiaries is bound or affected.

          (e)  CONSENTS. Except for the filing of the Registration Statement (as
defined in the Registration Rights Agreement) with the SEC, the Company is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency or any regulatory or
self-regulatory agency in order for it to execute, deliver or perform any of its
obligations under or contemplated by the Transaction Documents. All consents,
authorizations, orders, filings and registrations which the Company is required
to obtain pursuant to the preceding sentence have been obtained or effected on
or prior to the date hereof. The Company and its Subsidiaries are unaware of any
facts or circumstances which might prevent the Company from obtaining or
effecting any of the foregoing.

          (f)  NO GENERAL SOLICITATION; PLACEMENT AGENT. Neither the Company,
nor any of its affiliates, nor any person acting on its or their behalf, has
engaged in any form of general solicitation or general advertising (within the
meaning of Regulation D under the 1933 Act) in connection with the offer or sale
of the Securities. The Company acknowledges that it has not engaged a placement
agent in connection with the sale of the Shares and the Warrants.

          (g)  NO INTEGRATED OFFERING. None of the Company, its Subsidiaries,
any of their affiliates, and any person acting on their behalf has, directly or
indirectly, made any offers or sales of


                                      -5-
<PAGE>

any security or solicited any offers to buy any security, under circumstances
that would require registration of any of the Securities under the 1933 Act or
cause this offering of the Securities to be integrated with prior offerings by
the Company for purposes of the 1933 Act or any applicable stockholder approval
provisions, including, without limitation, under the rules and regulations of
any exchange or automated quotation system on which any of the securities of the
Company are listed or designated. None of the Company, its Subsidiaries, their
affiliates and any person acting on their behalf will take any action or steps
referred to in the preceding sentence that would require registration of any of
the Securities under the 1933 Act or cause the offering of the Securities to be
integrated with other offerings.

          (h)  APPLICATION OF TAKEOVER PROTECTIONS; RIGHTS AGREEMENT. The
Company and its board of directors have taken all necessary action, if any, in
order to render inapplicable any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Certificate of Incorporation
or the laws of the state of its incorporation which is or could become
applicable to the Buyers as a result of the transactions contemplated by this
Agreement, including, without limitation, the Company's issuance of the Shares
and the Warrants and the Buyer's ownership of the Shares and the Warrants. The
Company has not adopted a shareholder rights plan or similar arrangement
relating to accumulations of beneficial ownership of Common Stock or a change in
control of the Company.

          (i)  SEC DOCUMENTS; FINANCIAL STATEMENTS. Since February 28, 1999, the
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the "1934 ACT") (all of the
foregoing filed prior to the date hereof and all exhibits included therein and
financial statements and schedules thereto and documents incorporated by
reference therein being hereinafter referred to as the "SEC DOCUMENTS"). The
Company has made available to the Buyers or their respective representatives
copies of the SEC Documents. As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the 1934 Act and the
rules and regulations of the SEC promulgated thereunder applicable to the SEC
Documents, and none of the SEC Documents, at the time they were filed with the
SEC, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. As of their respective dates, the financial statements of the
Company included in the SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been
prepared in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii)
in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all
material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments).

          (j)  CONDUCT OF BUSINESS; REGULATORY PERMITS. Neither the Company nor
any of its Subsidiaries is in violation of any judgment, decree or order or any
statute, ordinance, rule or regulation applicable to the Company or its
Subsidiaries, and neither the Company nor any of its


                                      -6-
<PAGE>

Subsidiaries will conduct its business in violation of any of the foregoing,
except for possible violations which would not, individually or in the
aggregate, have a Material Adverse Effect. The Company's Common Stock has been
designated for quotation or listed on the Nasdaq Stock Market, trading in the
Common Stock has not been suspended by the SEC or the Nasdaq Stock Market and
the Company has received no communication, written or oral, from the SEC or the
Nasdaq Stock Market regarding the suspension or delisting of the Common Stock
from the Nasdaq Stock Market. The Company and its Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate federal,
state or foreign regulatory authorities necessary to conduct their respective
businesses, except where the failure to possess such certificates,
authorizations or permits would not have, individually or in the aggregate, a
Material Adverse Effect, and neither the Company nor any such Subsidiary has
received any notice of proceedings relating to the revocation or modification of
any such certificate, authorization or permit.

          (k)  FOREIGN CORRUPT PRACTICES. Neither the Company, nor any of its
Subsidiaries, nor any director, officer, agent, employee or other person acting
on behalf of the Company or any of its Subsidiaries has, in the course of its
actions for, or on behalf of, the Company, used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating
to political activity; made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds;
violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended; or made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.

          (l)  ABSENCE OF LITIGATION. There is no material action, suit,
proceeding, inquiry or investigation before or by the Nasdaq Stock Market, any
court, public board, government agency, self-regulatory organization or body
pending against the Company, the Common Stock or any of the Company's
Subsidiaries or any of the Company's or the Company's Subsidiaries' officers or
directors in their capacities as such.

          (m)  TAX STATUS. The Company and each of its Subsidiaries has made or
filed all federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject, and has paid
all taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and has set aside on its books
provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis
for any such claim.

     4.   COVENANTS.

          (a)  BEST EFFORTS. Each party shall use its best efforts timely to
satisfy each of the conditions to be satisfied by it as provided in Sections 5
and 6 of this Agreement.

          (b)  FORM D AND BLUE SKY. The Company agrees to file a Form D with
respect to the Shares and Warrants as required under Regulation D and to provide
upon request a copy thereof


                                      -7-
<PAGE>

to each Buyer promptly after such filing. The Company shall, on or before the
Closing Date, take such action as the Company shall reasonably determine is
necessary in order to obtain an exemption for or to qualify the Shares and the
Warrants for sale to the Buyers pursuant to this Agreement under applicable
securities or "Blue Sky" laws of the states of the United States, and shall
provide evidence of any such action so taken to the Buyers on or prior to the
Closing Date. The Company shall make all filings and reports relating to the
offer and sale of the Securities required under applicable securities or "Blue
Sky" laws of the states of the United States following the Closing Date.

          (c)  ADDITIONAL FINANCING. The Company shall not close any additional
financing with any other investors within 30 days after the date hereof without
prior written consent of the Buyers who hold, in the aggregate, at least fifty
percent of the Shares purchased at the Closing.

          (d)  EXPENSES; FEES. At the Closing, the Company shall pay the actual
attorney fees and costs for one counsel to the lead Buyers (Pillsbury Winthrop,
LLP) in an aggregate amount of up to $25,000.

     5.   CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

          The obligation of the Company hereunder to issue and sell the Shares
and the Warrants to a Buyer at the Closing is subject to the satisfaction, at or
before the Closing Date, of each of the following conditions, provided that
these conditions are for the Company's sole benefit and may be waived by the
Company at any time in its sole discretion by providing each Buyer with prior
written notice thereof:

          (a)  Such Buyer shall have executed each of the Transaction Documents
to which it is a party and delivered the same to the Company.

          (b)  Such Buyer shall have delivered to the Company the Purchase Price
for the Shares and the Warrants being purchased by such Buyer at the Closing by
wire transfer of immediately available funds pursuant to the wire instructions
provided by the Company.

          (c)  The representations and warranties of such Buyer shall be true
and correct in all material respects as of the date when made and as of the
Closing Date as though made at that time, and such Buyer shall have performed,
satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by such Buyer at or prior to the Closing Date.

          (d)  The current holders of presently outstanding Series A, Series B
and Series C Preferred Stock of the Company (the "Existing Preferred") shall
have tendered all of such Existing Preferred to the Company, such that no
Existing Preferred remains outstanding.

          (e)  The Company's certificate of elimination in the form of EXHIBIT D
attached hereto (the "Certificate of Elimination") shall have been filed with
the Secretary of State of the State of Delaware.

          (f)  After having filed the Certificate of Elimination, the Company
shall have filed the New Certificate with the Secretary of State of the State of
Delaware.


                                      -8-
<PAGE>

     6.   CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE.

          The obligation of each Buyer hereunder to purchase the Shares is
subject to the satisfaction, at or before the Closing Date, of each of the
following conditions, provided that these conditions are for each Buyer's sole
benefit and may be waived by any such Buyer at any time in its sole discretion
by providing the Company with prior written notice thereof:

          (a)  The Company shall have executed and delivered to such Buyer each
of the Transaction Documents.

          (b)  The Buyers shall have received the opinion of the Company's
counsel dated as of the Closing Date, in substantially the form attached hereto
as EXHIBIT E.

          (c)  The representations and warranties of the Company shall be true
and correct as of the date when made and as of the Closing Date as though made
at that time (except for representations and warranties that reference a
specific date which shall have been true and correct in all material respects as
of such date) and the Company shall have performed, satisfied and complied in
all respects with the covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by the Company
at or prior to the Closing Date.

          (d)  The current holders of presently outstanding Series A, Series B
and Series C Preferred Stock of the Company (the "Existing Preferred") shall
have tendered all of such Existing Preferred to the Company, such that no
Existing Preferred remains outstanding.

          (e)  The Certificate of Elimination in the form of EXHIBIT D attached
hereto shall have been filed with the Secretary of State of the State of
Delaware.

          (f)  After having filed the Certificate of Elimination, the Company
shall have filed the New Certificate with the Secretary of State of the State of
Delaware.

     7.   MISCELLANEOUS.

          (a)  GOVERNING LAW; JURISDICTION; JURY TRIAL. All questions concerning
the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of California, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of California or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of California.
Each party hereby irrevocably submits to the non-exclusive jurisdiction of the
state and federal courts sitting in the County of Santa Clara, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of


                                      -9-
<PAGE>

process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. Each party
hereby irrevocably waives any right it may have, and agrees not to request, a
jury trial for the adjudication of any dispute hereunder or in connection with
or arising out of this agreement or any transaction contemplated hereby.

          (b)  COUNTERPARTS. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

          (c)  HEADINGS. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.

          (d)  SEVERABILITY. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in
that jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.

          (e)  ENTIRE AGREEMENT; AMENDMENTS. This Agreement supersedes all other
prior oral or written agreements between the Buyers, the Company, their
affiliates and persons acting on their behalf with respect to the matters
discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or
therein, neither the Company nor any Buyer makes any representation, warranty,
covenant or undertaking with respect to such matters. No provision of this
Agreement may be amended other than by an instrument in writing signed by the
Company and the holders of at least a majority of the Shares then outstanding
(or if prior to the Closing, the Buyers listed on the Schedule of Buyers as
purchasing at least a majority of the Shares to be purchased at the Closing),
and no provision hereof may be waived other than by an instrument in writing
signed by the party against whom enforcement is sought. No such amendment shall
be effective to the extent that it applies to less than all of the holders of
the Shares then outstanding. The Company has not, directly or indirectly, made
any agreements with any Buyers relating to the terms or conditions of the
transactions contemplated by the Transaction Documents except as set forth in
the Transaction Documents and the Certificate of Designations.

          (f)  NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one business day after deposit with
an overnight courier service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications
shall be:


                                      -10-
<PAGE>

     If to the Company:

          Intraware, Inc.
          25 Orinda Way
          Orinda, CA 94563
          Telephone:  (925) 253-4500
          Facsimile:  (925) 253-4541
          Attention:  General Counsel, and
                      Mark Long, Executive V.P. of Strategic Development

     With a copy to:

          Wilson Sonsini Goodrich & Rosati, Professional Corporation
          650 Page Mill Road
          Palo Alto, CA 94304
          Telephone:  (650) 493-9300
          Facsimile:  (650) 493-6811
          Attention:  John Donahue, Esq. or Adam R. Dolinko, Esq.

     If to a Buyer, to its address and facsimile number set forth on the
Schedule of Buyers, with copies to such Buyer's representatives as set forth on
such Buyer's signature page hereto, or to such other address and/or facsimile
number and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party five days prior to the
effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender's facsimile machine
containing the time, date, recipient facsimile number and an image of the first
page of such transmission or (C) provided by an overnight courier service shall
be rebuttable evidence of personal service, receipt by facsimile or receipt from
an overnight courier service in accordance with clause (i), (ii) or (iii) above,
respectively.

          (g)  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns,
including any purchasers of the Shares and the Warrants. The Company shall not
assign this Agreement or any rights or obligations hereunder without the prior
written consent of the holders of at least a majority the Shares then
outstanding, except by merger or consolidation. A Buyer may assign some or all
of its rights hereunder without the consent of the Company, provided, however,
that any such assignment shall not release such Buyer from its obligations
hereunder unless such obligations are assumed by such assignee and the Company
has consented to such assignment and assumption, which consent shall not be
unreasonably withheld.

          (h)  NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

          (i)  SURVIVAL. The representations and warranties of the Company and
the Buyers contained in Sections 2 and 3, the agreements set forth this
Miscellaneous Section shall survive the


                                      -11-
<PAGE>

Closing. Each Buyer shall be responsible only for its own representations,
warranties, agreements and covenants hereunder.

          (j)  FURTHER ASSURANCES. Each party shall do and perform, or cause to
be done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

               (k)  NO STRICT CONSTRUCTION. The language used in this Agreement
will be deemed to be the language chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any party.

               (l)  CONFIDENTIALITY. Each Buyer hereto agrees that, except with
the prior written permission of the other Buyer, it shall at all times keep
confidential and not divulge, furnish or make accessible to anyone of
confidential information, knowledge or date concerning or relating to the
business or financial affairs of the Company to which such party has been or
shall become privy by reason of this Agreement, discussions or negotiations
relating to this agreement.

               (m)  LEGAL REPRESENTATION. Each Purchaser acknowledges that: (a)
it has read this Agreement and the exhibits hereto; (b) it understands that the
Company has been represented in the preparation, negotiation, and execution of
this Agreement by Wilson Sonsini Goodrich & Rosati, Professional Corporation,
counsel to the Company; (c) it has either been represented in the preparation,
negotiation, and execution of this Agreement by legal counsel of its own choice,
or has chosen to forego such representation by legal counsel after being advised
to seek such legal representation; (d) it understands the terms and consequences
of this Agreement and is fully aware of its legal and binding effect.





                                      -12-
<PAGE>

     IN WITNESS WHEREOF, each Buyer and the Company have caused this Common
Stock Purchase Agreement to be duly executed as of the date first written above.

                                    COMPANY:

                                    INTRAWARE, INC.

                                    By:  /s/ Peter H. Jackson
                                        ----------------------------------------

                                    Name: Peter H. Jackson
                                          --------------------------------------

                                    Title: Chief Executive Officer
                                           -------------------------------------

















       [Signature Page to Preferred Stock and Warrant Purchase Agreement]



<PAGE>



                              BUYER:

                              Name of Buyer:   Mark E. Anthony
                                             -----------------------------------

                              Authorized Signature:   /s/ Mark E. Anthony
                                                    ----------------------------

                              Signatory Name (Printed): Mark E. Anthony
                                                        ------------------------

                              Signatory Title:
                                               ---------------------------------



                              ADDRESS OF BUYER:

                              --------------------------------------------------


                              --------------------------------------------------


                              --------------------------------------------------

                              Fax Number:
                                          --------------------------------------

                              Telephone:
                                         ---------------------------------------


















       [Signature Page to Preferred Stock and Warrant Purchase Agreement]


<PAGE>


                              BUYER:

                              Name of Buyer:                 John V. Balen
                                             -----------------------------------

                              Authorized Signature:          /s/ John V. Balen
                                                    ----------------------------

                              Signatory Name (Printed): John V. Balen
                                                        ------------------------

                              Signatory Title:
                                               ---------------------------------



                              ADDRESS OF BUYER:

                              --------------------------------------------------


                              --------------------------------------------------


                              --------------------------------------------------

                              Fax Number:
                                          --------------------------------------

                              Telephone:
                                         ---------------------------------------
















       [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>


                      BUYER:

                      Name of Buyer: Codd Revocable Trust Dated March 6, 1998
                                     -------------------------------------------

                      Authorized Signature:          /s/ Ronald E.F. Codd
                                            ------------------------------------

                      Signatory Name (Printed): Ronald E.F. Codd
                                               ---------------------------------

                      Signatory Title:               Trustee
                                       -----------------------------------------



                      ADDRESS OF BUYER:

                      ----------------------------------------------------------


                      ----------------------------------------------------------


                      ----------------------------------------------------------

                      Fax Number:
                                  ----------------------------------------------

                      Telephone:
                                 -----------------------------------------------

























       [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>


                    BUYER:

                    Name of Buyer:  Michael J. Corley and Lori B. Corley
                                  ----------------------------------------------
                     Trustees of the Corley Family Living Trust Dtd. 11/13/90
                    ------------------------------------------------------------

                    Authorized Signature:          /s/ Michael J. Corley
                                          --------------------------------------

                    Signatory Name (Printed): Michael J. Corley
                                              ----------------------------------

                    Signatory Title:               Trustee
                                     -------------------------------------------



                    ADDRESS OF BUYER:

                    ------------------------------------------------------------


                    ------------------------------------------------------------


                    ------------------------------------------------------------

                    Fax Number:
                                ------------------------------------------------

                    Telephone:
                               -------------------------------------------------

























       [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>


                        BUYER:

                        Name of Buyer:            DRYSDALE PARTNERS
                                       -----------------------------------------

                        Authorized Signature:     /s/ George M. Drysdale
                                              ----------------------------------

                        Signatory Name (Printed): George M. Drysdale
                                                  ------------------------------

                        Signatory Title:          Partner
                                         ---------------------------------------



                        ADDRESS OF BUYER:

                        --------------------------------------------------------


                        --------------------------------------------------------


                        --------------------------------------------------------

                        Fax Number:
                                    --------------------------------------------

                        Telephone:
                                   ---------------------------------------------























       [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>



                 BUYER:

                 Name of Buyer: David A. Duffield Trust Dated April 2, 1997
                               -------------------------------------------------

                 Authorized Signature:  /s/ David A. Duffield
                                       -----------------------------------------

                 Signatory Name (Printed): David A. Duffield
                                           -------------------------------------

                 Signatory Title:   Trustee
                                  ----------------------------------------------



                 ADDRESS OF BUYER:

                 ---------------------------------------------------------------


                 ---------------------------------------------------------------


                 ---------------------------------------------------------------

                 Fax Number:
                             ---------------------------------------------------

                 Telephone:
                            ----------------------------------------------------
















       [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>



                      BUYER:

                      Name of Buyer: Robert F. Gallo
                                    --------------------------------------------

                      Authorized Signature:     /s/ Robert F. Gallo
                                            ------------------------------------

                      Signatory Name (Printed): Robert F. Gallo
                                                --------------------------------

                      Signatory Title:
                                       -----------------------------------------



                      ADDRESS OF BUYER:

                      ----------------------------------------------------------


                      ----------------------------------------------------------


                      ----------------------------------------------------------

                      Fax Number:
                                  ----------------------------------------------

                      Telephone:
                                 -----------------------------------------------

























       [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>



                     BUYER:

                     Name of Buyer:  Global Undervalued Securities Fund, L.P.
                                   ---------------------------------------------

                     Authorized Signature:   /s/ John B. Kleinheinz
                                           -------------------------------------

                     Signatory Name (Printed): John B. Kleinheinz
                                               ---------------------------------

                     Signatory Title:      Manager/General Partner
                                      ------------------------------------------



                     ADDRESS OF BUYER:

                     -----------------------------------------------------------


                     -----------------------------------------------------------


                     -----------------------------------------------------------

                     Fax Number:
                                 -----------------------------------------------

                     Telephone:
                                ------------------------------------------------

























       [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>


                       BUYER:

                       Name of Buyer:         Thomas Gonzales
                                     -------------------------------------------

                       Authorized Signature:  /s/ Thomas Gonzales
                                             -----------------------------------

                       Signatory Name (Printed): Thomas Gonzales
                                                 -------------------------------

                       Signatory Title:
                                        ----------------------------------------



                       ADDRESS OF BUYER:

                       ---------------------------------------------------------


                       ---------------------------------------------------------


                       ---------------------------------------------------------

                       Fax Number:
                                   ---------------------------------------------

                       Telephone:
                                  ----------------------------------------------

























       [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>


                    BUYER:

                    Name of Buyer:            Hoffman Family Trust
                                  ----------------------------------------------

                    Authorized Signature:     /s/ Mark B. Hoffman
                                          --------------------------------------

                    Signatory Name (Printed): Mark B. Hoffman
                                              ----------------------------------

                    Signatory Title:          Trustee
                                     -------------------------------------------



                    ADDRESS OF BUYER:

                    ------------------------------------------------------------


                    ------------------------------------------------------------


                    ------------------------------------------------------------

                    Fax Number:
                                ------------------------------------------------

                    Telephone:
                               -------------------------------------------------

























       [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>


                   BUYER:

                   Name of Buyer:                 Philip L. Jones
                                 -----------------------------------------------

                   Authorized Signature:          /s/ Philip L. Jones
                                         ---------------------------------------

                   Signatory Name (Printed): Philip L. Jones
                                             -----------------------------------

                   Signatory Title:
                                    --------------------------------------------



                   ADDRESS OF BUYER:

                   -------------------------------------------------------------


                   -------------------------------------------------------------


                   -------------------------------------------------------------

                   Fax Number:
                               -------------------------------------------------

                   Telephone:
                              --------------------------------------------------

























       [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>


                       BUYER:

                       Name of Buyer: The Arthur Kern Revocable Trust
                                     -------------------------------------------

                       Authorized Signature:     /s/ Arthur Kern
                                             -----------------------------------

                       Signatory Name (Printed): Arthur Kern
                                                 -------------------------------

                       Signatory Title:          Trustee
                                        ----------------------------------------



                       ADDRESS OF BUYER:

                       ---------------------------------------------------------


                       ---------------------------------------------------------


                       ---------------------------------------------------------

                       Fax Number:
                                   ---------------------------------------------

                       Telephone:
                                  ----------------------------------------------

























       [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>


                     BUYER:

                     Name of Buyer:            KPCB VIII Associates
                                   ---------------------------------------------

                     Authorized Signature:     /s/ Doug MacKenzie
                                           -------------------------------------

                     Signatory Name (Printed): Doug MacKenzie
                                               ---------------------------------

                     Signatory Title:       General Partner
                                      ------------------------------------------



                     ADDRESS OF BUYER:

                     -----------------------------------------------------------


                     -----------------------------------------------------------


                     -----------------------------------------------------------

                     Fax Number:
                                 -----------------------------------------------

                     Telephone:
                                ------------------------------------------------

























       [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>



                         BUYER:

                         Name of Buyer:            Victor B. MacFarlane
                                       -----------------------------------------

                         Authorized Signature:     /s/ Victor B. MacFarlane
                                               ---------------------------------

                         Signatory Name (Printed): Victor B. MacFarlane
                                                   -----------------------------

                         Signatory Title:
                                          --------------------------------------



                         ADDRESS OF BUYER:

                         -------------------------------------------------------


                         -------------------------------------------------------


                         -------------------------------------------------------

                         Fax Number:
                                     -------------------------------------------

                         Telephone:
                                    --------------------------------------------

























       [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>


                         BUYER:

                         Name of Buyer:            Margaret L. Taylor
                                       -----------------------------------------

                         Authorized Signature:     /s/ Margaret L. Taylor
                                               ---------------------------------

                         Signatory Name (Printed): Margaret L. Taylor
                                                   -----------------------------

                         Signatory Title:
                                          --------------------------------------



                         ADDRESS OF BUYER:

                         -------------------------------------------------------


                         -------------------------------------------------------


                         -------------------------------------------------------

                         Fax Number:
                                     -------------------------------------------

                         Telephone:
                                    --------------------------------------------




















        [Signature Page to Preferred Stock and Warrant Purchase Agreement]

<PAGE>







                              BUYER:



                              Name of Buyer: Eric A. Young
                                            ----------------------------------

                              Authorized Signature: /s/ Eric A. Young
                                                   ---------------------------

                              Signatory Name (Printed): Eric A. Young
                                                       -----------------------

                              Signatory Title:
                                              --------------------------------


                              ADDRESS OF BUYER:


                              ------------------------------------------------

                              ------------------------------------------------

                              ------------------------------------------------
                              Fax Number:
                                         -------------------------------------
                              Telephone:
                                        --------------------------------------








        [Signature Page to Preferred Stock and Warrant Purchase Agreement]