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                                                                    EXHIBIT 10.1


                          REGISTRATION RIGHTS AGREEMENT

       THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of January
12, 2001 by and among Intraware, Inc., a Delaware corporation ("COMPANY"), and
the Buyers, as defined in the Preferred Stock and Warrant Purchase Agreement
dated January 12, 2001 (the "PURCHASE AGREEMENT"), by and among the Company and
the Buyers (as defined in the Purchase Agreement).

       SECTION 1. DEFINITIONS. Capitalized terms used herein without definition
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following terms have the following meanings:

       "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.

       "EFFECTIVENESS PERIOD" shall mean the period of time between the Filing
Deadline Date and the Effectiveness Termination Date.

       "COMMON STOCK" means the shares of common stock, $0.0001 par value, of
the Company.

       "COMPANY" has the meaning set forth in the first paragraph of this
Agreement and also includes the Company's successors.

       "DEFERRAL NOTICE" has the meaning set forth in Section 3(f) hereof.

       "DEFERRAL PERIOD" has the meaning set forth in Section 3(f) hereof.

       "EFFECTIVENESS TERMINATION DATE" means two years from the effective date
of the Registration Statement to be filed pursuant to Section 2(a).

       "CLOSING" has the meaning set forth in the Purchase Agreement.

       "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

       "FILING DEADLINE DATE" has the meaning set forth in Section 2(a) hereof.

       "HOLDER" means a Buyer, any transferee or assignee thereof to whom a
Buyer assigns its rights under this Agreement and who agrees to become bound by
the provisions of this Agreement in accordance with Section 7 and any transferee
or assignee thereof to whom a transferee or assignee assigns its rights under
this Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with Section 7.

       "LOSSES" has the meaning set forth in Section 6(a) hereof.

       "MATERIAL EVENT" has the meaning set forth in Section 3(f) hereof.

       "PURCHASE AGREEMENT" has the meaning set forth the first paragraph of
this Agreement.

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       "PROSPECTUS" means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such Prospectus.

       "REGISTRABLE SECURITIES" means the Common Stock (including shares of
Common Stock issuable upon exercise of the Securities) in the amounts set forth
on EXHIBIT A attached hereto with respect to each of the Holders, and any
security issued with respect thereto upon any stock dividend, split or similar
event.

       "REGISTRATION STATEMENT" means the registration statement of the Company
that covers any of the Registrable Securities pursuant to the provisions of this
Agreement including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

       "SEC" means the Securities and Exchange Commission.

       "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

       SECTION 2.    SHELF REGISTRATION.

              (a)    The Company shall prepare and file or cause to be prepared
and filed with the SEC, as soon as practicable but in any event by the date (the
"FILING DEADLINE DATE") one hundred eighty (180) days after the Closing, a
Registration Statement for an offering to be made on a delayed or continuous
basis pursuant to Rule 415 of the Securities Act registering the resale from
time to time by Holders of the Registrable Securities. The Registration
Statement shall be on an appropriate form permitting registration of such
Registrable Securities for resale by such Holders in accordance with the methods
of distribution elected by the Holders and set forth in the Registration
Statement. The Company shall use commercially reasonable efforts to cause the
Registration Statement to be declared effective under the Securities Act as
promptly as is practicable and to keep the Registration Statement continuously
effective under the Securities Act until the expiration of the Effectiveness
Termination Date. At the time the Registration Statement is declared effective,
each Holder shall be named as a selling securityholder in the Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of Registrable Securities in accordance
with applicable law.

              (b)    The Company shall supplement and amend the Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Registration Statement, if
required by the Securities Act or, to the extent to which the Company does not
reasonably object, as reasonably requested by a Holder in the event that it is
participating in the Registration Statement.

              (c)    Each Holder of Registrable Securities agrees that if such
Holder wishes to sell Registrable Securities pursuant to the Registration
Statement and related Prospectus, it will do so only in accordance with this
Agreement.


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       SECTION 3.    REGISTRATION PROCEDURES. In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:

              (a)    Until the Effectiveness Termination Date, prepare and file
with the SEC such amendments and post-effective amendments to the Registration
Statement as may be necessary to keep such Registration Statement continuously
effective for the applicable period specified in Section 2(a); cause the related
Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) under the Securities Act; and use its best efforts to comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement until the
Effectiveness Termination Date in accordance with the intended methods of
disposition by the sellers thereof set forth in such Registration Statement as
so amended or such Prospectus as so supplemented.

              (b)    As promptly as practicable give notice to the Holders (i)
when the Registration Statement or any post-effective amendment has been
declared effective, (ii) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of
the Registration Statement or the initiation or threatening of any proceedings
for that purpose, (iii) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, (iv) of the
occurrence of (but not the nature of or details concerning) a Material Event and
(v) of the determination by the Company that a post-effective amendment to the
Registration Statement will be filed with the SEC, which notice may, at the
discretion of the Company (or as required pursuant to Section 3(f)), state that
it constitutes a Deferral Notice, in which event the provisions of Section 3(f)
shall apply.

              (c)    Use commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of a Registration Statement
or the lifting of any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction
in which they have been qualified for sale, in either case as promptly as
practicable.

              (d)    During the Effectiveness Period, deliver to each Holder in
connection with any sale of Registrable Securities pursuant to the Registration
Statement, without charge, as many copies of the Prospectus or Prospectuses
relating to such Registrable Securities (including each preliminary prospectus)
and any amendment or supplement thereto as such Holder may reasonably request;
and the Company hereby consents (except during such periods that a Deferral
Notice is outstanding and has not been revoked) to the use of such Prospectus or
each amendment or supplement thereto by each Holder in connection with any
offering and sale of the Registrable Securities covered by such Prospectus or
any amendment or supplement thereto in the manner set forth therein.

              (e)    Prior to any public offering of the Registrable Securities
pursuant to the Registration Statement, register or qualify or cooperate with
the Holders in connection with the registration or qualification (or exemption
from such registration or qualification) of such Registrable Securities for
offer and sale under the securities or Blue Sky laws of such jurisdictions
within the United States as any Holder reasonably requests in writing; prior to
any public offering of the Registrable Securities pursuant to the Registration
Statement, keep each such registration or qualification (or exemption therefrom)
effective during the Effectiveness Period in connection with such Holder's offer
and sale of Registrable Securities pursuant to such registration or
qualification (or exemption therefrom) and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of such
Registrable Securities in the manner set forth in the Registration Statement and
the related Prospectus; PROVIDED, THAT the Company will not be


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required to (i) qualify as a foreign corporation or as a dealer in securities in
any jurisdiction where it would not otherwise be required to qualify but for
this Agreement or (ii) take any action that would subject it to general service
of process in suits or to taxation in any such jurisdiction where it is not then
so subject.

              (f)    Upon (A) the issuance by the SEC of a stop order suspending
the effectiveness of the Registration Statement or the initiation of proceedings
with respect to the Registration Statement under Section 8(d) or 8(e) of the
Securities Act, (B) the occurrence of any event or the existence of any fact (a
"MATERIAL EVENT") as a result of which the Registration Statement shall contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any Prospectus shall contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or existence
of any pending corporate development, public filing with the SEC or other
similar event with respect to the Company that, in the reasonable discretion of
the Company, makes it appropriate to suspend the availability of the
Registration Statement and the related Prospectus, Company shall (i) in the case
of clause (B) above, subject to the next sentence, as promptly as practicable
prepare and file, if necessary pursuant to applicable law, a post-effective
amendment to such Registration Statement or a supplement to the related
Prospectus or any document incorporated therein by reference or file any other
required document that would be incorporated by reference into such Registration
Statement and Prospectus so that such Registration Statement does not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, and such Prospectus does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and, in the case of a post-effective
amendment to a Registration Statement, subject to the next sentence, use its
reasonable efforts to cause it to be declared effective as promptly as is
practicable, and (ii) give notice to the Holders that the availability of the
Registration Statement is suspended (a "DEFERRAL NOTICE") and, upon receipt of
any Deferral Notice, each Holder agrees not to sell any Registrable Securities
pursuant to the Registration Statement until such Holder's receipt of copies of
the supplemented or amended Prospectus provided for in clause (i) above, or
until it is advised in writing by the Company that the Prospectus may be used,
and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus. The Company
will use commercially reasonable efforts to ensure that the use of the
Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is
practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z)
in the case of clause (C) above, as soon as, in the discretion of the Company,
such suspension is no longer appropriate (such period, during which the
availability of the Registration Statement and any Prospectus is suspended being
a "DEFERRAL PERIOD"). Notwithstanding the foregoing, no Deferral Period
instituted pursuant to clause (B) or clause (C) above shall last for a period of
time in excess of thirty (30) days from the date of the Material Event or other
occurrence or state of facts on account of which such Deferral Period is
instituted, and the Company shall institute no more than one (1) Deferral Period
in the aggregate pursuant to clause (B) or clause (C) above in any consecutive
twelve (12) month period.

       SECTION 4.    HOLDER'S OBLIGATIONS. Each Holder agrees, by acquisition of
the Registrable Securities, that it shall not be entitled to sell any of such
Registrable Securities pursuant to the Registration Statement or to receive a
Prospectus relating thereto, unless such Holder has furnished the Company with
all information required to be disclosed in order to make the information
previously furnished to the Company by such Holder not misleading and any other
information regarding such Holder and the distribution of such


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Registrable Securities as the Company may from time to time reasonably request.
Any sale of any Registrable Securities by any Holder shall constitute a
representation and warranty by such Holder that the information relating to such
Holder and its plan of distribution is as set forth in the Prospectus delivered
by such Holder in connection with such disposition, that such Prospectus does
not as of the time of such sale contain any untrue statement of a material fact
relating to or provided by such Holder or relating to its plan of distribution
and that such Prospectus does not as of the time of such sale omit to state any
material fact relating to or provided by such Holder or relating to its plan of
distribution necessary to make the statements in such Prospectus, in the light
of the circumstances under which they were made, not misleading.

       SECTION 5.    REGISTRATION EXPENSES. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under this Agreement (including, without limitation, all
registration and filing fees, fees with respect to filings required to be made
with the National Association of Securities Dealers, Inc., fees and expenses of
compliance with securities or blue sky laws, printing expenses, messenger,
telephone and distribution expenses associated with the preparation and
distribution of any Registration Statement, all fees and expenses associated
with the listing of any Registrable Securities on any securities exchange or
exchanges, the fees and disbursements of counsel for the Company and its
accountants, any underwriting fees and the reasonable fees and expenses of one
counsel to the Holders, not to exceed an amount equal to $10,000, whether or not
the Registration Statement is declared effective. Notwithstanding the provisions
of this Section 5, each seller of Registrable Securities shall pay all
underwriting fees and expenses, selling commissions and stock transfer and
documentary stamp taxes, if any, applicable to any Registrable Securities
registered and sold by such seller and all registration expenses to the extent
the Company is prohibited from paying such expenses under applicable law.

       SECTION 6.    INDEMNIFICATION.

              (a)    INDEMNIFICATION BY THE COMPANY. The Company shall indemnify
and hold harmless each Holder and each person, if any, who controls any Holder
(within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act) from and against any losses, liabilities, claims, damages and
expenses (including, without limitation, any legal or other expenses reasonably
incurred in connection with defending or investigating any such action or claim)
(collectively, "LOSSES"), arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or Prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that
the Company shall not be liable to a Holder in any such case to the extent that
any such Losses arise out of or are based upon an untrue statement or alleged
untrue statement contained in or omission or alleged omission from any of such
documents in reliance upon and in conformity with any of the information
relating to that Holder furnished to the Company in writing by that Holder
expressly for use therein; PROVIDED FURTHER that the indemnification contained
in this paragraph shall not inure to the benefit of any Holder of Registrable
Securities (or to the benefit of any person controlling such Holder) on account
of any such Losses arising out of or based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any preliminary
prospectus to the extent that a prospectus relating to such Registrable
Securities was required to be delivered by such Holder under the Securities Act,
if either (A) (i) such Holder failed to send or deliver a copy of the Prospectus
with or prior to the delivery of written confirmation of the sale by such Holder
to the person asserting the claim from which such Losses arise and (ii) the
Prospectus would have corrected such untrue statement or alleged untrue
statement or such omission or alleged omission, or (B) (x) such untrue statement
or alleged untrue statement, omission or alleged omission is corrected in an
amendment or supplement to the Prospectus and (y) having previously been
furnished by or on behalf of the Company with copies of the Prospectus as so
amended or supplemented, such Holder thereafter fails to deliver such


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Prospectus as so amended or supplemented, with or prior to the delivery of
written confirmation of the sale of a Registrable Security to the person
asserting the claim from which such Losses arise.

              (b)    INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES. Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company and its respective directors and officers, and each person, if any, who
controls the Company (within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act) or any other Holder, from and against all
Losses arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or
Prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with information furnished
to the Company in writing by such Holder. In no event shall the liability of any
selling Holder of Registrable Securities hereunder be greater in amount than the
dollar amount of the net proceeds received by such Holder upon the sale of the
Registrable Securities pursuant to the Registration Statement giving rise to
such indemnification obligation.

              (c)    CONDUCT OF INDEMNIFICATION PROCEEDINGS. In case any
proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to
either of the two preceding paragraphs, such person (the "INDEMNIFIED PARTY")
shall promptly notify the person against whom such indemnity may be sought (the
"INDEMNIFYING PARTY") in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all indemnified parties, and that all such fees and
expenses shall be reimbursed as they are incurred. Such separate firm shall be
designated in writing by, in the case of parties indemnified pursuant to Section
6(a), the Holders of a majority of the Registrable Securities covered by the
Registration Statement held by Holders that are indemnified parties pursuant to
Section 6(a) and, in the case of parties indemnified pursuant to Section 6(b),
the Company. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding and does not include a statement
as to, or an admission of, fault, culpability or a failure to act by or on
behalf of an indemnified party.

              (d)    CONTRIBUTION. To the extent that the indemnification
provided for in this Section 6 is unavailable to an indemnified party under
Section 6(a) or 6(b) hereof in respect of any Losses or


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is insufficient to hold such indemnified party harmless, then each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such Losses (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand or (ii) if the allocation
provided in clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also to the relative fault of the indemnifying party
or parties on the one hand and of the indemnified party or parties on the other
hand in connection with the statements or omissions that resulted in such
Losses, as well as any other relevant equitable considerations. Benefits
received by any Holder shall be deemed to be equal to the value of receiving
Registrable Securities that are registered under the Securities Act. The
relative fault of the Holders on the one hand and the Company on the other hand
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Holders or by
the Company, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. Benefits
received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Registration Statement which resulted in such
Losses. The Holders' respective obligations to contribute pursuant to this
paragraph are several in proportion to the respective number of Registrable
Securities they have sold pursuant to the Registration Statement, and not joint.

       The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method or allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the Losses
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding this Section 6(d), an
indemnifying party that is a selling Holder of Registrable Securities shall not
be required to contribute any amount in excess of the amount by which the net
proceeds received by such indemnifying party from Registrable Securities sold
and distributed to the public exceeds the amount of any damages that such
indemnifying party has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

              (e)    The indemnity and contribution provisions contained in this
Section 6 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder or any person controlling any Holder, or the Company, or the
Company's officers or directors or any person controlling the Company and (iii)
the sale of any Registrable Securities by any Holder.

       SECTION 7.    ASSIGNMENT OF REGISTRATION RIGHTS. The rights under this
Agreement shall be automatically assignable by the Holders to any transferee of
(A) all of the Registrable Securities held by such Holder or (B) any portion in
excess of 100,000 shares of the number of Registrable Securities set forth
opposite such Holder's name on EXHIBIT A if: (i) the Holder agrees in writing
with the transferee or assignee to assign such rights, and a copy of such
agreement is furnished to the Company within a reasonable time after such
assignment; (ii) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (a) the name and address of such
transferee or assignee, and (b) the securities with respect to which such
registration rights are being transferred or assigned; (iii) immediately
following such transfer or assignment the further disposition of such securities
by the transferee or assignee is restricted


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under the 1933 Act and applicable state securities laws; (iv) at or before the
time the Company receives the written notice contemplated by clause (ii) of this
sentence the transferee or assignee provides the Company with a writing agreeing
to be bound by all of the provisions contained herein; and (v) such transfer
shall have been made in accordance with the applicable requirements of the
Purchase Agreement.

       SECTION 8.    MISCELLANEOUS.

              (a)    AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority of the then outstanding Registrable Securities. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders of
Registrable Securities whose securities are being sold pursuant to the
Registration Statement and that does not directly or indirectly affect the
rights of other Holders of Registrable Securities may be given by Holders of at
least a majority of the Registrable Securities being sold by such Holders
pursuant to such Registration Statement. Each Holder of Registrable Securities
outstanding at the time of any such amendment, modification, supplement, waiver
or consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver or consent effected pursuant to this Section 8(b), whether or
not any notice, writing or marking indicating such amendment, modification,
supplement, waiver or consent appears on the Registrable Securities or is
delivered to such Holder.

              (b)    NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, by telecopier,
by courier guaranteeing overnight delivery or by first-class mail, return
receipt requested, and shall be deemed given (i) when made, if made by hand
delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business
Day after being deposited with such courier, if made by overnight courier or
(iv) on the date indicated on the notice of receipt, if made by first-class
mail, to the parties as follows:

                     (1)    if to a Holder of Registrable Securities, at the
most recent location for such Holder provided to the Company;

                     (2)    if to the Company, to:

                                Intraware, Inc.
                                25 Orinda Way
                                Orinda, CA 94563
                                Attention:  General Counsel

                            with a copy to:

                                Wilson Sonsini Goodrich & Rosati, Professional
                                Corporation
                                650 Page Mill Road
                                Palo Alto, CA  94304
                                Attention: Adam R. Dolinko, Esq.
                                Telecopy No.:  (650) 493-6811

              (c)    ADDITIONAL PARTIES. The parties hereto agree that
additional holders of Preferred Stock (or warrants to acquire Preferred Stock)
of the Company may, with the consent only of the Company, be added as parties to
this Agreement with respect to any or all securities of the Company held by


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them, and shall thereupon be deemed for all purposes "Holders" hereunder;
provided, however, that from and after the date of this Agreement, the Company
shall not without the prior written consent of holders of majority of the
outstanding Conversion Shares enter into any agreement with any holder or
prospective holder of any securities of the Company providing for the grant to
such holder of rights superior to those granted herein. Any such additional
party shall execute a counter-part of this Agreement, and upon execution by such
additional party and by the Company, shall be considered a Holder for purposes
of this Agreement.

              (d)    SUCCESSORS AND ASSIGNS. Except as set forth in Section 7
above, this Agreement shall not inure to the benefit of any other person other
than the parties hereto, except a successor of the Company.

              (e)    COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be original and all of which taken
together shall constitute one and the same agreement.

              (f)    HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

              (g)    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

              (h)    JURISDICTION. Any action or proceeding seeking to enforce
any provision of, or based on any right arising out of, this Agreement may be
brought against any of the parties in the courts of the State of California or,
if it has or can acquire jurisdiction, in the United States District Court for
the Northern District of California, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.

              (i)    SEVERABILITY. If any term provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereby, and the parties hereto
shall use their best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.

              (j)    ENTIRE AGREEMENT. This Agreement is intended by the parties
as a final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. This
Agreement supersedes all prior agreements and undertakings among the parties
with respect to such registration rights. No party hereto shall have any rights,
duties or obligations other than those specifically set forth in this Agreement.

              (k)    TERMINATION. This Agreement and the obligations of the
parties hereunder shall terminate as of the Effectiveness Termination Date,
except for Section 6 hereof which shall remain in effect in accordance with its
terms after the Effectiveness Termination Date.



                                       9
<PAGE>

                  (REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.)















                                       10
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                    INTRAWARE, INC.


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

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























                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

<PAGE>


                                    BUYER


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

                                    Print Name:   Mark E. Anthony
                                                --------------------------------

                                    Address:
                                             -----------------------------------

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

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

















                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>



                                                        BUYER


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

                                    Print Name: John V. Balen
                                                --------------------------------

                                    Address:
                                             -----------------------------------

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















                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>


                                    BUYER

                                    Codd Revocable Trust
                                    Dated March 6, 1998


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

                                    Print Name: Ronald E.F. Codd, Trustee
                                                --------------------------------

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

                                    Address:
                                             -----------------------------------

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

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















                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]



<PAGE>

                          BUYER



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


                          Signature: /s/ Michael J. Corley
                                     -------------------------------------------
                                     /s/ Lori B. Corley
                                     -------------------------------------------

                          Print Name: Michael J. Corley, Trustee
                                      ------------------------------------------
                                      Lori B. Corley, Trustee
                                      ------------------------------------------



                          Address:
                                   ---------------------------------------------

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

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














                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]



<PAGE>



                                          BUYER

                                          Drysdale Partners


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

                                          Print Name:    George M. Drysdale
                                                      --------------------------

                                          Address:
                                                   -----------------------------

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

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











                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
<PAGE>



                                       BUYER



                                       David A. Duffield Trust
                                       Dated April 2, 1997

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

                                       Print Name:    David A. Duffield
                                                   -----------------------------



                                       Address:
                                                --------------------------------

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

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












                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

<PAGE>



                                       BUYER


                                       Signature: /S/ Robert F. Gallo
                                                  ------------------------------

                                       Print Name: Robert F. Gallo
                                                   -----------------------------

                                       Address:
                                                --------------------------------

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

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











                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

<PAGE>



                                    BUYER


                                    Global Undervalued
                                    Securities Fund, L.P.


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

                                    Print Name: John B. Kleinheinz, Manager/
                                                  General Partner
                                                --------------------------------

                                    Address:
                                             -----------------------------------

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

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

















                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

<PAGE>



                                      BUYER


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

                                      Print Name: Thomas Gonzales
                                                  ------------------------------

                                      Address:
                                               ---------------------------------

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

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












                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]



<PAGE>



                                        BUYER

                                        The Hoffman Family Trust


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

                                        Print Name: Mark B. Hoffman, Trustee
                                                    ----------------------------

                                        Address:
                                                 -------------------------------

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

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















                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>



                                       BUYER


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

                                       Print Name: Philip L. Jones
                                                   -----------------------------

                                       Address:
                                                  ------------------------------

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

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










                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>



                                BUYER

                                Arthur Kern Revocable Trust


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

                                Print Name: Arthur Kern, Trustee
                                            ------------------------------------

                                Address:
                                         ---------------------------------------

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

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











                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>



                                   BUYER

                                   KPCB VIII Associates


                                   Signature: /s/ Kevin Compton
                                              --------------------------------

                                   Print Name: Kevin Compton
                                               -------------------------------

                                   Address:
                                            ----------------------------------

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

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












                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>



                                      BUYER


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

                                      Print Name: Victor B. MacFarlane
                                                  -----------------------------

                                      Address:
                                               --------------------------------
















                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>



                                        BUYER


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

                                        Print Name: Margaret L. Taylor
                                                    ----------------------------

                                        Address:
                                                 -------------------------------

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

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








                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>



                                    BUYER


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

                                    Print Name: Eric A. Young
                                                --------------------------------

                                    Address:
                                             -----------------------------------

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

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












                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]