<PAGE>

                                                                   Exhibit 10.13

                 ---------------------------------------------
                 ---------------------------------------------
                          STANDARD FORM OF OFFICE LEASE
                     THE REAL ESTATE BOARD OF NEW YORK, INC.
                 ---------------------------------------------
                 ---------------------------------------------

Agreement of Lease, made as of this 3rd day of January 2000 , between CROWN
LEXINGTON LLC, a New York limited liability company having an address at c/o
Crown Properties Inc., 400 Garden City Plaza, Suite 111, Garden City, NY 11530,
party of the first part, hereinafter referred to as OWNER and INTRAWARE, INC., a
Delaware corporation having an address at 25 Orinda Way, #101, Orinda, CA 94563,

                    PARTY OF THE SECOND PART, HEREINAFTER REFERRED TO AS TENANT,

WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner
that certain portion of rentable space on the 23rd floor as described on the
floor plans annexed hereto as Exhibit "A"

in the building known as 360 Lexington Avenue, New York, New York,
in the Borough of Manhattan, City of New York, for the term of SEE RIDER ANNEXED
HERETO AND MADE A PART HEREOF

at an annual rental rate of SEE RIDER ANNEXED HERETO AND MADE A PART HEREOF

which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance on the first day of each
month during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first monthly installment(s) on the execution hereof (unless this lease
be a renewal).

         In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner pursuant
to the terms of another lease with Owner or with Owner's predecessor in
interest, Owner may at Owner's option and without notice to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.

         The parties hereto, for themselves, their heirs, distributees,
executors, administrators, legal representatives, successors and assigns, hereby
covenant as follows:

RENT:             1. Tenant shall pay the rent as above and as hereinafter
                  provided.

OCCUPANCY:        2. Tenant shall use and occupy demised premises for SEE RIDER
                  ANNEXED HERETO AND MADE A PART HEREOF

                                                       and for no other purpose.

TENANT ALTERATIONS:      3. Tenant shall make no changes in or to the demised
premises of any nature without Owner's prior written consent which consent
shall not be unreasonably withheld and must be given or denied within fifteen
(15) business days after submission of all final plans and drawings to
Landlord. Subject to the prior written consent of Owner, and to the
provisions of this article, Tenant, at Tenant's expense, may make
alterations, installations, additions or improvements which are
non-structural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises by using
contractors or mechanics first approved in each instance by Owner. Landlord's
consent shall not be required for alterations, installations, additions or
improvements (collectively, "Alterations") made by Tenant that cost less than
$25,000.00 and which do not materially affect the plumbing, electrical or the
structural elements of the Building. Tenant shall before making any
alterations, additions, installations or improvements, at its expense, obtain
all permits, approvals and certificates required by any governmental or
quasi-governmental bodies and (upon completion) certificates of final
approval thereof and shall deliver promptly duplicates of all such permits,
approvals and certificates to Owner and Tenant agrees to carry and will cause
Tenant's contractors and sub-contractors to carry such workman's
compensation, general liability, personal and property damage insurance as
Owner may require. If any mechanic's lien is filed against the demised
premises, or the building of which the same forms a part, for work claimed to
have been done for, or materials furnished to, Tenant, whether or not done
pursuant to this article, the same shall be discharged by Tenant within
thirty days thereafter, at Tenant's expense, by payment or filing the bond
required by law. All fixtures and all paneling, partitions, railings and like
installations, installed in the premises at any time, either by Tenant or by
Owner on Tenant's behalf, shall, upon installation, become the property of
Owner and shall remain upon and be surrendered with the demised premises
unless Owner, by notice to Tenant within a reasonable period after Landlord
approves such alteration, elects to relinquish Owner's right thereto and to
have them removed by Tenant, in which event the same shall be removed from
the premises by Tenant prior to the expiration of the lease, at Tenant's
expense. Nothing in this Article shall be construed to give Owner title to or
to prevent Tenant's removal of trade fixtures, moveable office furniture and
equipment, but upon removal of any such from the premises or upon removal of
other installations as may be required by Owner, Tenant shall immediately and
at its expense, repair and restore the premises to the condition existing
prior to installation and repair any damage to the demised premises or the
building due to such removal. All property permitted or required to be
removed, by Tenant at the end of the term remaining in the premises after
Tenant's removal shall be deemed abandoned and may, at the election of Owner,
either be retained as Owner's property or may be removed from the premises by
Owner, at Tenant's expense.

MAINTENANCE AND REPAIRS:

                  4. Tenant shall, throughout the term of this lease, take good
care of the demised premises and the fixtures and appurtenances therein. Tenant
shall be responsible for all damage or injury to the demised premises or any
other part of the building and the systems and equipment thereof, whether
requiring structural or nonstructural repairs caused by or resulting from
carelessness, omission, neglect or improper conduct of Tenant, Tenant's
subtenants, agents, employees, invitees or licensees, or which arise out of any
work, labor, service, or equipment done for or supplied to Tenant or any
subtenant or arising out of the installation, use or operation of the property
or equipment of Tenant or any subtenant. Tenant shall also repair all damage to
the building and the demised premises caused by the moving of Tenant's fixtures,
furniture and equipment. Tenant shall promptly make, at Tenant's expense, all
repairs in and to the demised premises for which Tenant is responsible, using
only the contractor for the trade or trades in question, selected from a list of
at least two contractors per trade submitted by Owner. Any other repairs in or
to the building or the facilities and systems thereof for which Tenant is
responsible shall be performed by Owner at the Tenant's reasonable expense.
Owner shall maintain in good working order and repair the exterior and the
structural portions of the building, including the structural portions of its
demised premises, and the public portions of the building interior and the
building plumbing, electrical, heating and ventilating systems (to the extent
such systems presently exist) serving the demised premises. Tenant agrees to
give prompt notice of any defective condition in the premises for which Owner
may be responsible hereunder. There shall be no allowance to Tenant for
diminution of rental value and no liability on the part of Owner by reason of
inconvenience, annoyance or injury to business arising from Owner or others
making repairs, alterations, additions or improvements in or to any portion of
the building or the demised premises or in and to the fixtures, appurtenances or
equipment thereof. Landlord represents that it shall use reasonable efforts not
to unreasonably interfere with the conduct of Tenant's business or access to the
Demised Premises in performing the foregoing, but same shall not cause or
require Landlord to incur any overtime expenses. It is specifically, agreed that
Tenant shall not be entitled to any setoff or reduction of rent by reason of any
failure of Owner to comply with the covenants of this or any other article of
this Lease. Tenant agrees that Tenant's sole remedy at law in such instance will
be by way of an action for damages for breach of contract. The provisions of
this Article 4 shall not apply in the case of fire or other casualty which are
dealt with in Article 9 hereof.

WINDOW
CLEANING:         5. Tenant will not clean nor require, permit, suffer or allow
any window in the demised premises to be cleaned from the outside in violation
of Section 202 of the Labor Law or any other applicable law or of the Rules of
the Board of Standards and Appeals, or of any other Board or body having or
asserting jurisdiction.

REQUIREMENTS
OF LAW,
FIRE INSURANCE,
FLOOR LOADS:      6. Prior to the commencement of the lease term, if Tenant is
then in possession, and at all times thereafter, Tenant, at Tenant's sole cost
and expense, shall promptly comply with all present and future laws, orders and
regulations of all state, federal, municipal and local governments, departments,
commissions and boards and any direction of any public officer pursuant to law,
and all orders, rules and regulations of the New York Board of Fire
Underwriters, Insurance Services Office, or any similar body which shall impose
any violation, order or duty upon Owner or Tenant with respect to the demised
premises, whether or not arising out of Tenant's use or manner of use thereof,
(including Tenant's permitted use) or, with respect to the building if arising
out of Tenant's use or manner of use of the premises or the building (including
the use permitted under the lease). Nothing herein shall require Tenant to make
structural repairs or alterations unless Tenant has, by its manner of use of the
demised premises or method of operation therein, violated any such laws,
ordinances, orders, rules, regulations or requirements with respect thereto.
Tenant may, after securing Owner to


                                  Page 1 of 6

<PAGE>

Owner's satisfaction against all damages, interest, penalties and expenses,
including, but not limited to, reasonable attorney's fees, by cash deposit or by
surety bond in an amount and in a company satisfactory to Owner, contest and
appeal any such laws, ordinances, orders, rules, regulations or requirements
provided same is done with all reasonable promptness and provided such appeal
shall not subject Owner to prosecution for a criminal offense or constitute a
default under any lease or mortgage under which Owner may be obligated, or cause
the demised premises or any part thereof to be condemned or vacated. Tenant
shall not do or permit any act or thing to be done in or to the demised premises
which J s contrary to law, or which will invalidate or be in conflict with
public liability, fire or other policies of insurance at any time carried by or
for the benefit of Owner with respect to the demised premises or the building of
which the demised premises form a part, or which shall or might subject Owner to
any liability or responsibility to any person or for property damage. Tenant
shall not keep anything in the demised premises except as now or hereafter
permitted by the Fire Department, Board of Fire Underwriters, Fire Insurance
Rating Organization or other authority having jurisdiction, and then only in
such manner and such quantity so as not to increase the rate for fire insurance
applicable to the building, nor use the premises in a manner which will increase
the insurance rate for the building or any property located therein over that in
effect prior to the commencement of Tenant's occupancy. Tenant shall pay all
costs, expenses, fines, penalties, or damages, which may be imposed upon Owner
by reason of Tenant's failure to comply with the provisions of this article and
if by reason of such failure the fire insurance rate shall, at the beginning of
this lease or at any time thereafter, be higher than it otherwise would be, then
Tenant shall reimburse Owner, as additional rent hereunder, for that portion of
all fire insurance premiums thereafter paid by Owner which shall have been
charged because of such failure by Tenant. In any action or proceeding wherein
Owner and Tenant are parties, a schedule or "make-up" of rate for the building
or demised premises issued by the New York Fire Insurance Exchange, or other
body making fire insurance rates applicable to said premises shall be conclusive
evidence of the facts therein stated and of the several items and charges in the
fire insurance rates then applicable to said premises. Tenant shall not place a
load upon any floor of the demised premises exceeding the floor load per square
foot area which it was designed to carry and which is allowed by law. Owner
reserves the right to prescribe the weight and position of all safes, business
machines and mechanical equipment. Such installations shall be placed and
maintained by Tenant, at Tenant's expense, in settings sufficient, in Owner's
reasonable judgement, to absorb and prevent vibration, noise and annoyance.

SUBORDINATION:    7. This lease is subject and subordinate to all ground or
underlying leases and to all mortgages which may now or hereafter affect such
leases or the real property of which demised premises are a part and to all
renewals, modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This clause shall be self-operative and no
further instrument of subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall from time to time execute promptly any certificate that Owner may
request. Landlord shall use reasonable efforts to obtain a non-disturbance
agreement in favor of Tenant from each and every current and future mortgagee
and lessor. Landlord represents that as of the date hereof, there are no
underlying leases or mortgages affecting all or any portion of the real property
of which the demised premises form a part other than a mortgage currently held
by M & T Real Estate, Inc.

PROPERTY
LOSS, DAMAGE
REIMBURSEMENT
INDEMNITY:        8. Owner or its agents shall not be liable for any damage to
property or Tenant or of others entrusted to employees of the building, nor for
loss of or damage to any property of Tenant by theft or otherwise, nor for any
injury or damage to persons or property resulting from any cause of whatsoever
nature, unless caused by or due to the negligence of Owner, its agents, servants
or employees. Owner or its agents will not be liable for any such damage caused
by other tenants or persons in, upon or about said building or caused by
operations in construction of any private, public or quasi public work. If at
any time any windows of the demised premises are temporarily closed, darkened or
bricked up (or permanently closed, darkened or bricked up, if required by law)
for any reason whatsoever including, but not limited to Owner's own acts, Owner
shall not be liable for any damage Tenant may sustain thereby and Tenant shall
not be entitled to any compensation therefor nor abatement or diminution of rent
nor shall the same release Tenant from its obligations hereunder nor constitute
an eviction. Tenant shall indemnify and save harmless Owner against and from all
liabilities, obligations, damages, penalties, claims, costs and expenses for
which Owner shall not be reimbursed by insurance, including reasonable attorneys
fees, paid, suffered or incurred as a result of any breach by Tenant, Tenant's
agents, contractors, employees, invitees, or licensees, of any covenant or
condition of this lease, or the carelessness, negligence or improper conduct of
the Tenant, Tenant's agents, contractors, employees, invitees or licensees.
Tenant's liability under this lease extends to the acts and omissions of any
sub-tenant, and any agent, contractor, employee, invitee or licensee of any
sub-tenant. In case any action or proceeding is brought against Owner by reason
of any such claim, Tenant, upon written notice from Owner, will, at Tenant's
expense, resist or defend such action or proceeding by counsel approved by Owner
in writing, such approval not to be unreasonably withheld. Landlord shall
indemnify and hold harmless Tenant for any liabilities, obligations, damages,
costs and expenses incurred by Tenant caused by any acts or omissions of gross
negligence on the part of Landlord or its agents.

DESTRUCTION,
FIRE AND OTHER
CASUALTY:         9. (a) If the demised premises or any part thereof shall be
damaged by fire or other casualty, Tenant shall give immediate notice thereof to
Owner and this lease shall continue in full force and effect except as
hereinafter set forth. (b) If the demised premises are partially damaged or
rendered partially unusable by fire or other casualty, the damages thereto shall
be repaired by and at the expense of Owner and the rent and other items of
additional rent, until such repair shall be substantially completed, shall be
apportioned from the day following the casualty according to the part of the
premises which is usable. (c) If the demised premises are totally damaged or
rendered wholly unusable by fire or other casualty, then the rent and other
items of additional rent as hereinafter expressly provided shall be
proportionately paid up to the time of the casualty and thenceforth shall cease
until the date when the premises shall have been repaired and restored by Owner
(or sooner reoccupied in part by Tenant then rent shall be apportioned as
provided in subsection (b) above), subject to Owner's right to elect not to
restore the same as hereinafter provided. (d) If the demised premises are
rendered wholly unusable or (whether or not the demised premises are damaged in
whole or in part) if the building shall be so damaged that Owner shall decide to
demolish it or to rebuild it, then, in any of such events, Owner may elect to
terminate this lease by written notice to Tenant, given within 90 days after
such fire or casualty, or 30 days after adjustment of the insurance claim for
such fire or casualty, whichever is sooner, specifying a date for the expiration
of the lease, which date shall not be more than 60 days after the giving of such
notice, and upon the date specified in such notice the term of this lease shall
expire as fully and completely as if such date were the date set forth above for
the termination of this lease and Tenant shall forthwith quit, surrender and
vacate the premises without prejudice however, to Landlord's rights and remedies
against Tenant under the lease provisions in effect prior to such termination,
and any rent owing shall be paid up to such date and any payments of rent made
by Tenant which were on account of any period subsequent to such date shall be
returned to Tenant. Unless Owner shall serve a termination notice as provided
for herein, Owner shall make the repairs and restorations under the conditions
of (b) and (c) hereof, with all reasonable expedition, subject to delays due to
adjustment of insurance claims, labor troubles and causes beyond Owner's
control. After any such casualty, Tenant shall cooperate with Owner's
restoration by removing from the premises as promptly as reasonably possible,
all of Tenant's salvageable inventory and moveable equipment, furniture, and
other property. Tenant's liability for rent shall resume five (5) days after
written notice from Owner that the premises are substantially ready for Tenant's
occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability
that may exist as a result of damage from fire or other casualty.
Notwithstanding the foregoing, including Owner's obligation to restore under
subparagraph (b) above, each party shall look first to any insurance in its
favor before making any claim against the other party for recovery for loss or
damage resulting from fire or other casualty, and to the extent that such
insurance is in force and collectible and to the extent permitted by law, Owner
and Tenant each hereby releases and waives all right of recovery with respect to
subparagraphs (b), (d), and (e) above, against the other or any one claiming
through or under each of them by way of subrogation or otherwise. The release
and waiver herein referred to, shall be deemed to include any loss or damage to
the demised premises and/or to any personal property, equipment, trade fixtures,
goods and merchandise located therein. The foregoing release and waiver shall be
in force only if both releasors' insurance policies contain a clause providing
that such a release or waiver shall not-invalidate the insurance. If, and to the
extent, that such waiver can be obtained only by the payment of additional
premiums, then the party benefiting from the waiver shall pay such premium
within ten days after written demand or shall be deemed to have agreed that the
party obtaining insurance coverage shall be free of any further obligation under
the provisions hereof with respect to waiver of subrogation. Tenant acknowledges
that Owner will not carry insurance on Tenant's furniture and/or furnishings or
any fixtures or equipment, improvements, or appurtenances removable by Tenant
and agrees that Owner will not be obligated to repair any damage thereto or
replace the same. (f) Tenant hereby waives the provisions of Section 227 of the
Real Property Law and agrees that the provisions of this article shall govern
and control in lieu thereof.

EMINENT
DOMAIN:           10. If the whole or any part of the demised premises shall be
acquired or condemned by Eminent Domain for any public or quasi public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding and Tenant shall
have no claim for the value of any unexpired term of said lease and assigns to
Owner, Tenant's entire interest in any such award. Tenant shall have the right
to make an independent claim to the condemning authority for the value of
Tenant's moving expenses and personal property, trade fixtures and equipment,
provided Tenant is entitled pursuant to the terms of the lease to remove such
property, trade fixture and equipment at the end of the term and provided
further such claim does not reduce Owner's award.

ASSIGNMENT,
MORTGAGE,
ETC.:             11. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representative, successor and assigns, expressly covenants
that it shall not assign, mortgage or encumber this agreement, nor underlet, or
suffer or permit the demised premises or any part thereof to be used by others,
without the prior written consent of Owner in each instance. Transfer of the
majority of the stock of a corporate Tenant or the majority partnership interest
of a partnership Tenant shall be deemed an assignment. If this lease be
assigned, or if the demised premises or any part thereof be underlet or occupied
by anybody other than Tenant, Owner may, after default by Tenant beyond the
expiration of applicable notice and cure periods expressly set forth in the
Lease collect rent from the assignee, under-tenant or occupant, and apply the
net amount collected to the rent herein reserved, but no such assignment,
underletting, occupancy or collection shall be deemed a waiver of this covenant,
or the acceptance of the assignee, under-tenant or occupant as tenant, or a
release of Tenant from the further performance by Tenant of covenants on the
part of Tenant herein contained. The consent by Owner to an assignment or
underletting shall not in any way be construed to relieve Tenant from obtaining
the express consent in writing of Owner to any further assignment or
underletting.

ELECTRIC
CURRENT:          12. Rates and conditions in respect to submetering or rent
inclusion, as the case may be, to be added in RIDER * attached hereto. Tenant
covenants and agrees that at all times its use of electric current shall not
exceed the capacity of existing feeders to the building Or the risers or wiring
installation and Tenant may not use any electrical equipment which, in Owner's
opinion, reasonably exercised, will overload such installations or interfere
with the use thereof by other tenants of the building. The change at any time of
the character of electric service shall in no way make Owner liable or
responsible to Tenant, for any loss, damages or expenses which Tenant may
sustain.

ACCESS TO
PREMISES:         13. Owner or Owner's agents shall have the right (but shall
not be obligated) to enter the demised premises in any emergency at any time,
and, at other reasonable times upon reasonable prior notice (written or oral) to
examine the same and to make such repairs, replacements and improvements as
Owner may deem necessary and reasonably desirable to the demised premises or to
any other portion of the building or which Owner may elect or is required to
perform. Tenant shall permit Owner to use and maintain and replace pipes and
conduits in and through the demised premises and to erect new pipes and conduits
therein provided they are concealed within the walls, floor, or ceiling. Owner
may, during the progress of any work in the demised premises, take all necessary
materials and equipment into said premises without the same constituting an
eviction nor shall the Tenant be entitled to any abatement of rent while such
work is in progress nor to any damages by reason of loss or interruption of
business or otherwise. Throughout the term hereof Owner shall have the right to
enter the demised premises at reasonable hours for the purpose of showing the
same to prospective purchasers or mortgagees of the building, and during the
last six months of the term for the purpose of showing the


                                  Page 2 of 6

<PAGE>

same to prospective tenants. If Tenant is not present to open and permit an
entry into the demised premises, Owner or Owner's agents may enter the same
whenever such entry may be necessary or permissible by master key or forcibly
and provided reasonable care is exercised to safeguard Tenant's property, such
entry shall not render Owner or its agents liable therefor, nor in any event
shall the obligations of Tenant hereunder be affected. If during the last month
of the term Tenant shall have removed all or substantially all of Tenant's
property therefrom Owner may immediately enter, alter, renovate or redecorate
the demised premises without limitation or abatement of rent, or incurring
liability to Tenant for any compensation and such act shall have no effect on
this lease or Tenant's obligations hereunder. Landlord represents that it shall
use reasonable efforts not to unreasonably interfere with the conduct of
Tenant's business or access to the Demised Premises in performing the foregoing,
but same shall not cause or require Landlord to incur any overtime expenses.

VAULT,
VAULT SPACE,
AREA:             14. No Vaults, vault space or area, whether or not enclosed or
covered, not within the property line of the building is leased hereunder,
anything contained in or indicated on any sketch, blue print or plan, or
anything contained elsewhere in this lease to the, contrary notwithstanding.
Owner makes no representation as to the location of the property line of the
building. All vaults and vault space and all such areas not within the property
line of the building, which Tenant may be permitted to use and/or occupy, is to
be used and/or occupied under a revocable license, and if any such license be
revoked, or if the amount of such space or area be diminished or required by any
federal, state or municipal authority or public utility, Owner shall not be
subject to any liability nor shall Tenant be entitled to any compensation or
diminution or abatement of rent, nor shall such revocation, diminution or
requisition be deemed constructive or actual eviction. Any tax, fee or charge of
municipal authorities for such vault or area shall be paid by Tenant.

OCCUPANCY:        15. Tenant will not at any time use or occupy the demised
premises in violation of the certificate of occupancy issued for the building of
which the demised premises are a part Tenant has inspected the premises and
accepts them as is, subject to the riders annexed hereto with respect to Owner's
work, if any. In any event, Owner makes no representation as to the condition of
the premises and Tenant agrees to accept the same subject to violations, whether
or not of record.

BANKRUPTCY:       16. (a) Anything elsewhere in this lease to the contrary
notwithstanding, this lease may be cancelled by Owner by the sending of a
written notice to Tenant within a reasonable time after the happening of any one
or more of the following events: (1) the commencement of a case in bankruptcy or
under the laws of any sate naming Tenant as the debtor; or (2) the making by
Tenant of an assignment or any other arrangement for the benefit of creditors
under any state statute. Neither Tenant nor any person claiming through or under
Tenant, or by reason of any statute or order of court, shall thereafter be
entitled to possession of the premises demised but shall forthwith quit and
surrender the premises. If this lease shall be assigned in accordance with its
terms, the provisions of this Article 16 shall be applicable only to the party
then owning Tenant's interest in this lease.

                  (b) it is stipulated and agreed that in the event of the
termination of this lease pursuant to (a) hereof, Owner shall forthwith,
notwithstanding any other provisions of this lease to the contrary, be entitled
to recover from Tenant as and for liquidated damages an amount equal to the
difference between the rent reserved hereunder for the unexpired portion of the
term demised and the fair and reasonable rental value of the demised premises
for the same period. In the computation of such damages the difference between
any installment of rent becoming due hereunder after the date of termination and
the fair and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If such premises or any
part thereof be re-let by the Owner for the unexpired term of said lease, or any
part thereof, before presentation of proof of such liquidated damages to any
coat, commission or tribunal, the amount of rent reserved upon such re-letting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the premises so re-let during the term of the re-letting. Nothing
herein contained shall limit or prejudice the right of the Owner to prove for
and obtain as liquidated damages by reason of such termination, an amount equal
to the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved, whether
or not such amount be greater, equal to, or less than the amount of the
difference referred to above.

DEFAULT:          17. (1) If Tenant default in fulfilling any of the covenants
of this lease other than the covenants for the payment of rent or additional
rent; or if the demised premises become vacant or deserted; or if any execution
or attachment shall be issued against Tenant or any of Tenant's property
whereupon the demised premises shall be taken or occupied by someone other than
Tenant; or if this lease be rejected under ss.235 of Title 11 of the U.S. Code
(bankruptcy code); or if Tenant shall fail to move into or take possession of
the premises within thirty (30) days after the commencement of the term of this
lease, then, in any one or more of such events, upon Owner serving a written
twenty (20) days notice upon Tenant specifying the nature of said default and
upon the expiration of said twenty (20) days, if Tenant shall have failed to
comply with or remedy such default, or if the said default or omission
complained of shall be of a nature that the same cannot be completely cured or
remedied within said twenty (20) day period, and if Tenant shall not have
diligently commenced curing such default within such twenty (20) day period, and
shall not thereafter with reasonable diligence and in good faith, proceed to
remedy or cure such default, then Owner may serve a written five (5) days'
notice of cancellation of this lease upon Tenant, and upon the expiration of
said five (5) days this lease and the term thereunder shall end and expire as
fully and completely as if the expiration of such five (5) day period were the
day herein definitely fixed for the end and expiration of this lease and the
term thereof and Tenant shall then quit and surrender the demised premises to
Owner but Tenant shall remain liable as hereinafter provided.

                  (2) If the notice provided for in (1) hereof shall have been
given, and the term shall expire as aforesaid; or if Tenant shall make default
in the payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein required;
then and in any of such events Owner may without notice, re-enter the demised
promises either by force or otherwise, and dispossess Tenant by summary
proceedings or otherwise, and the legal representative of Tenant or other
occupant of demised premises and remove their effects and hold the premises as
if this lease had not been made, and Tenant hereby waives the service of notice
of intention to re-enter or to institute legal proceedings to that end. If
Tenant shall make default hereunder prior to the date fixed as the commencement
of any renewal or extension of this lease, Owner may cancel and terminate such
renewal or extension agreement by written notice.

REMEDIES OF
OWNER AND
WAIVER OF
REDEMPTION:       18. Waiver of In case of any such default, re-entry,
expiration and/or dispossess by summary proceedings or otherwise, (a) the rent
shall become due thereupon and be paid up to the time of such re-entry,
dispossess and/or expiration, (b) Owner may re-let the premises or any part or
parts thereof, either in the name of Owner or otherwise, for a term Or terms,
which may at Owner's option be less than or exceed the period which would
otherwise have constituted the balance of the term of this lease and may grant
concessions or free rent or charge a higher rental than that in this lease,
and/or (c) Tenant. or the legal representatives of Tenant shall also pay Owner
as liquidated damages for the failure of Tenant to observe and perform said
Tenant's covenants herein contained, any deficiency between the rent hereby
reserved and/or covenanted to be paid and the net amount, if any, of the rents
collected on account of the lease or leases of the demised premises for each
month of the period which would otherwise have constituted the balance of the
term of this lease. The failure of Owner to re-let the premises or any part or
parts thereof shall not release or affect Tenant's liability for damages. In
computing such liquidated damages there shall be added to the said deficiency
such expenses as Owner may incur in connection with re-letting, such as legal
expenses, reasonable attorneys' fees, brokerage, advertising and for keeping the
demised premises in good order or for preparing the same for re-letting. Any
such liquidated damages shall be paid in monthly installments by Tenant on the
rent day specified in this lease and any suit brought to collect the amount of
the deficiency for any month shall not prejudice in any way the rights of Owner
to collect the deficiency for any subsequent month by a similar proceeding.
Owner, in putting the demised premises in good order or preparing the same for
re-rental may, at Owner's option, make such alterations, repairs, replacements,
and/or decorations in the demised premises as Owner, in Owner's sole judgement,
considers advisable and necessary for the purpose of re-letting the demised
premises, and the making of such alterations, repairs, replacements, and/or
decorations shall not operate or be construed to release Tenant from liability
hereunder as aforesaid. Owner shall in no event be liable in any way whatsoever
for failure to re-let the demised premises, or in the event that the demised
premises are re-let, for failure to collect the rent thereof under such
re-letting, and in no event shall Tenant be entitled to receive any excess, if
any, of such net rents collected over the sums payable by Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof, Owner shall have the right of injunction and the
right to invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided for. Mention in this
lease of any particular remedy, shall not preclude Owner from any other remedy,
in law or in equity. Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws in the event of Tenant
being evicted or dispossessed for any cause, or in the event of Owner obtaining
possession of demised premises, by mason of the violation by Tenant of any of
the covenants and conditions of this lease, or otherwise.

FEES AND
EXPENSES:        19. If Tenant shall default in the observance or performance of
any term or covenant on Tenant's part to be observed or performed under or by
virtue of any of the terms or provisions in any article of this lease, after
notice if required and upon expiration of any applicable grace period if any,
(except in an emergency), then, unless otherwise provided elsewhere in this
lease, Owner may immediately or at any time thereafter and without notice
perform the obligation of Tenant thereunder. If Owner, in connection with the
foregoing or in connection with any default by Tenant in the covenant to pay
rent hereunder, makes any expenditures or incurs any obligations for the payment
of money, including but not limited to reasonable attorneys' fees, in
instituting, prosecuting or defending any action or proceeding, and prevails in
any such action or proceeding then Tenant will reimburse Owner for such sums so
paid or obligations incurred with interest and costs. The foregoing expenses
incurred by reason of Tenant's default shall be deemed to be additional rent
hereunder and shall be paid by Tenant to Owner within ten (10) days of rendition
of any bill or statement to Tenant therefor.'If Tenant's lease term shall have
expired at the time of making of such expenditures or incurring of such
obligations, such sums shall be recoverable by Owner, as damages.

BUILDING
ALTERATIONS
AND
MANAGEMENT:       20. Owner shall have the right at any time without the same
constituting an eviction and without incurring liability to Tenant therefor to
change the arrangement and/or location of public entrances, passageways, doors,
doorways, corridors, elevators, stairs, toilets or other public parts of the
building and to change the name, number or designation by which the building may
be known. There shall be no allowance to Tenant for diminution of rental value
and no liability on the part of Owner by reason of inconvenience, annoyance or
injury to business arising from Owner or other Tenants making any repairs in the
building or any such alterations, additions and improvements. Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's imposition of
such controls of the manner of access to the building by Tenant's social or
business visitors as the Owner may deem necessary for the security of the
building and its occupants.

NO REPRE-
SENTATIONS
BY OWNER:         21. Neither Owner nor Owner's agents have made any
representations or promises with respect to the physical condition of the
building, the land upon which it is erected or the demised premises, the rents,
leases, expenses of operation or any other matter or thing affecting or related
to the premises except as herein expressly set forth and no rights, easements or
licenses are acquired by Tenant by implication or otherwise except as expressly
set forth in the provisions of this lease. Tenant has inspected the building and
the demised premises and is thoroughly acquainted with their condition and
agrees to take the same "as is" and acknowledges that the taking of possession
of the demised premises by Tenant shall be conclusive evidence that the said
premises and the building of which the same form a part were in good and
satisfactory condition at the time such possession was so taken, except as to
latent defects. All understandings and agreements heretofore made between the
parties hereto are merged in this contract, which alone fully and completely
expresses the agreement between Owner and Tenant and any executory agreement


                                  Page 3 of 6

<PAGE>

hereafter made shall be ineffective to change, modify, discharge or effect an
abandonment of it in whole or in part, unless such executory agreement is in
writing and signed by the party against whom enforcement of the change,
modification, discharge or abandonment is sought.

END OF
TERM              22. Upon the expiration or other termination of the term of
this lease, Tenant shall quit and surrender to Owner the demised premises, broom
clean, in good order and condition, ordinary wear and damages which Tenant is
not required to repair as provided elsewhere in this lease excepted, and Tenant
shall remove all its property Tenant's obligation to observe or perform this
covenant shall survive the expiration or other termination of this lease. If the
last day of the term of this Lease or any renewal thereof, falls on Sunday, this
lease shall expire at noon on the preceding Saturday unless it be a legal
holiday in which case it shall expire at noon on the preceding business day.

QUIET
ENJOYMENT:        23. Owner covenants and agrees with Tenant that upon Tenant
paying the rent and additional rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to be observed and performed, Tenant
may peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless, to the terms and conditions of this lease including, but not
limited to, Article 31 hereof and to the ground leases, underlying leases and
mortgages hereinbefore mentioned.

FAILURE
TO GIVE
POSSESSION:       24. If Owner is unable to give possession of the demised
premises on the date of the commencement of the term hereof, because of the
holding-over or retention of possession of any tenant, undertenant or occupants
or if the demised premises are located in a building being constructed, because
such building has not been sufficiently completed to make the premises ready for
occupancy or because of the fact that a certificate of occupancy has not been
procured or for any other reason, Owner shall not be subject to any liability
for failure to give possession on said date and the validity of the lease shall
not be impaired under such circumstances, nor shall the same be construed in any
way to extend the term of this lease, but the rent payable hereunder shall be
abated (provided Tenant is not responsible for Owner's inability to obtain
possession or complete construction) until after Owner shall have given Tenant
written notice that the Owner is able to deliver possession in condition
required by this lease. If permission is given to Tenant to enter into the
possession of the demises premises or to occupy premises other than the demised
premises prior to the date specified as the commencement of the term of this
lease, Tenant covenants and agrees that such possession and/or occupancy shall
be deemed to be under all the terms, covenants, conditions and provisions of
this lease except the obligation to pay the fixed annual rent set forth in the
preamble to this lease, The provisions of this article are intended to
constitute "an express provision to the contrary" within the meaning of Section
223-a of the New York Real Property Law.

NO WAIVER:        25. The failure of Owner to seek redress for violation of, or
to insist upon the strict performance of any covenant or condition of this lease
or of any of the Rules or Regulations, set forth or hereafter adopted by Owner,
shall not prevent a subsequent act which would have originally constituted a
violation from having all the force and effect of an original violation. The
receipt, by Owner of rent and/or additional rent with knowledge of the breach of
any covenant of this lease shall not be deemed a waiver of such breach and no
provision of this lease shall be deemed to have been waived by Owner unless such
waiver be in writing signed by Owner. No payment by Tenant or receipt by Owner
of a lesser amount than the monthly rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated rent, nor shall any endorsement
or statement of any check or any letter accompanying any check or payment as
rent be deemed an accord end satisfaction, and Owner may accept such check or
payment without prejudice to Owner's right to recover the balance of such rent
or pursue any other remedy in this lease provided. No act or thing done by Owner
or Owner's agents during the term hereby demised shall be deemed an acceptance
of a surrender of said premises, and no agreement to accept such surrender shall
be valid unless in writing signed by Owner. No employee of Owner or Owner's
agent shall have any power to accept the keys of said premises prior to the
termination of the lease and the delivery of keys to any such agent or employee
shall not operate as a termination of the lease or a surrender of the premises.

WAIVER OF
TRIAL BY JURY:    26. It is mutually agreed by and between Owner and Tenant that
the respective parties hereto shall and they hereby do waive trial by jury in
any action proceeding or counterclaim brought by either of the parties hereto
against the other (except for personal injury or property damage) on any matters
whatsoever arising out of or in any way connected with this lease, the
relationship of Owner and Tenant, Tenant's use of or occupancy of said premises,
and any emergency statutory or any other statutory remedy. It is further
mutually agreed that in the event Owner commences any proceeding or action for
possession including a summary proceeding for possession of the premises, Tenant
will not interpose any counterclaim of whatever nature or description in any
such proceeding including a counterclaim under Article 4 except for statutory
mandatory counterclaims.

INABILITY TO
PERFORM:          27. This Lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in no way be affected, impaired or excused
because Owner is unable to fulfill any of its obligations under this lease or to
supply or is delayed in supplying any service expressly or impliedly to be
supplied or is unable to make, or is delayed in making any repair, additions,
alterations or decorations or is unable to supply or is delayed in supplying any
equipment, fixtures, or other materials if Owner is prevented or delayed from so
doing by reason of strike or labor troubles or any cause whatsoever including,
but not limited to, government preemption or restrictions or by reason of any
rule, order or regulation of any department or subdivision thereof of any
government agency or by reason of the conditions which have been or are
affected, either directly or indirectly, by war or other emergency.

BILLS AND
NOTICES:          28. Except as otherwise in this lease provided, a bill,
statement, notice or communication which Owner may desire or be required to give
to Tenant, shall be deemed sufficiently given or rendered if, in writing,
delivered to Tenant personally or sent by registered or certified mail addressed
to Tenant at the building of which the demised premises form a part or at the
last known residence address or business address of Tenant or left at any of the
aforesaid premises addressed to Tenant with copies to:

         Intraware, Inc.
         25 Orinda Way
         Orinda, California 94563
         Attn:    Don Freed
                  Executive Vice-President
                  Chief Financial Officer     -and-

         Intraware, Inc.
         25 Orinda Way
         Orinda, California 94563
         Attn:    John Moss, Esq.
                  General Counsel

and time of the rendition of such bill or statement and of the giving of such
notice or communication shall be deemed to be the time when the same is
delivered to Tenant, mailed, or left at the premises as herein provided. Any
notice by Tenant to Owner must be served by registered or certified mail
addressed to Owner at the address first hereinabove given or at such other
address as Owner shall designate by written notice.

SERVICES PROVIDED BY OWNERS:           29. As long as Tenant is not in
default under any of the covenants of this lease beyond the expiration of
applicable notice and cure periods expressly set forth in the Lease, Owner
shall provide: (a) necessary elevator facilities on business days from 8 a.m.
to 6 p.m. and have one elevator subject to call at all other times; (b) heat
to the demised premises when and as required by law, on business days from 8
a.m. to 6 p.m.; (c) water for ordinary lavatory purposes, but if Tenant uses
or consumes water for any other purposes or in unusual quantities (of which
fact Owner shall be the sole judge), Owner may install a water meter at
Tenant's expense which Tenant shall thereafter maintain at Tenant's expense
in good working order and repair to register such water consumption and
Tenant shall pay for water consumed as shown on said meter as additional rent
as and when bills are rendered; (d) cleaning service for the demised premises
on business days at Owner's expense provided that the same are kept in order
by Tenant. If, however, said premises are to be kept clean by Tenant, it
shall be done at Tenant's sole expense, in a manner reasonably satisfactory
to Owner and no one other than persons approved by Owner shall be permitted
to enter said premises or the building of which they are a part for such
purpose. Tenant shall pay Owner the Cost of removal of any of Tenant's refuse
and rubbish from the building; (e) If the demised premises are serviced by
Owner's air conditioning/cooling and ventilating system, air
conditioning/cooling will be furnished to tenant from May 15th through
September 30th on business days (Mondays through Fridays, holidays excepted)
from 8:00 a.m. to 6:00 p.m., and ventilation will be furnished on business
days during the aforesaid hours except when air conditioning/cooling is being
furnished as aforesaid. If Tenant requires air conditioning/cooling or
ventilation for more extended hours or on Saturdays, Sundays or on holidays,
as defined under Owner's contract with Operating Engineers Local 94-94A,
Owner will furnish the same at Tenant's expense. RIDER * to be added in
respect to rates and conditions for such additional service; (f) Owner
reserves the right to stop services of the heating, elevators, plumbing,
air-conditioning, electric, power systems or cleaning or other services, if
any, when necessary by reason of accident or for repairs, alterations,
replacements or improvements necessary or desirable in the judgment of Owner
for as long as may be reasonably required by reason thereof. If the building
of which the demised premises are a part supplies manually operated elevator
service, Owner at any time may substitute automatic control elevator service
and proceed diligently with alterations necessary therefor without in any way
affecting this lease or the obligation of Tenant hereunder.

CAPTIONS:         30. The Captions are inserted only as a matter of convenience
and for reference and in no way define, limit or describe the scope of this
lease nor the intent of any provisions thereof.

DEFINITIONS:      31. The term "office", or "offices", wherever used in this
lease, shall not be construed to mean premises used as a store or stores, for
the sale or display, at any time, of goods, wares or merchandise, of any kind,
or as a restaurant, shop, booth, bootblack or other stand, barber shop, or for
other similar purposes or for manufacturing. The term "Owner" means a landlord
or lessor, and as used in this lease means only the owner, or the mortgagee in
possession, for the time being of the land and building (or the owner of a lease
of the building or of the land and building) of which the demised premises form
a part, so that in the event of any sale or sales of said land and building or
of said lease, or in the event of a lease of said building, or of the land and
building, the said Owner shall be and hereby is entirely freed and relieved of
all covenants and obligations of Owner hereunder, and it shall be deemed and
construed without further agreement between the parties or their successors in
interest, or between the parties and the purchaser, at any such sale, or the
said lessee of the building, or of the land and building, that the purchaser or
the lessee of the building has assumed and agreed to carry out any and all
covenants and obligations of Owner, hereunder. The words "re-enter" and
"re-entry" as used in this lease are not restricted to their technical legal
meaning. The term "business days" as used in this lease shall exclude Saturdays,
Sundays and all days as observed by the State or Federal Government as legal
holidays and those designated as holidays by the applicable building service
union employees service contract or by the applicable Operating Engineers
contract with respect to HVAC service. Wherever it is expressly provided in this
lease that consent shall not be unreasonably withheld, such consent shall not be
unreasonably delayed.

ADJACENT
EXCAVATION-
SHORING:          32. If an excavation shall be made upon land adjacent to the
demised premises, or shall be authorized to be made, Tenant shall afford to the
person causing or authorized to cause such excavation, license to enter upon the
demised premises for the purpose of doing such work as said person shall deem
necessary to preserve the wall or the building of which demised premises form a
part from injury or damage and to support the same by proper foundations without
any claim for damages or indemnity against Owner, or diminution or abatement of
rent.

RULES AND
REGULATIONS:      33. Tenant and Tenant's servants, employees, agents, visitors,
and licensees shall observe faithfully, and comply strictly with, the Rules and
Regulations and such other and further reasonable Rules and Regulations as Owner
or Owner's agents may from time to time adopt so long as same is not
discriminatory or contradictory to the Lease. Notice of any additional rules or
regulations shall be given in such manner as Owner may elect. In case Tenant
disputes the reasonableness of any additional Rule or Regulation hereafter made
or adopted by Owner or Owner's agents, the parties hereto agree to submit the
question of the reasonableness of such Rule or Regulation for decision to the
New York office of the American Arbitration Association, whose determination
shall be final and conclusive upon the parties hereto. The right to dispute the
reasonableness of any additional Rule or Regulation upon Tenant's part shall be
deemed waived unless the same shall be asserted by service of a notice, in
writing upon Owner within fifteen (15) days after the giving of notice thereof.
Nothing


                                  Page 4 of 6

<PAGE>

in this lease contained shall be construed to impose upon Owner any duty or
obligation to enforce the Rules and Regulations or terms, covenants or
conditions in any other lease, as against any other tenant and Owner shall not
be liable to Tenant for violation of the same by any other tenant, its servants,
employees, agents, visitors or licensees.

SECURITY:         34. Tenant has deposited with Owner the sum of $80,000.00 as
security for the faithful performance and observance by Tenant of the terms,
provisions and conditions of this lease; it is agreed that in the event Tenant
defaults in respect of any of the terms, provisions and conditions of this
lease, including, but not limited to, the payment of rent and additional rent
beyond the expiration of applicable notice and cure periods expressly set forth
in the Lease, Owner may use, apply or retain the whole or any part of the
security so deposited to the extent required for the payment of any rent and
additional rent or any other sum as to which Tenant is in default or for any sum
which Owner may expend or may be required to expend by reason of Tenant's
default in respect of any of the terms, covenants and conditions of this lease,
including but not limited to, any damages or deficiency in the re-letting of the
premises, whether such damages or deficiency accrued before or after summary
proceedings or other re-entry by Owner. In the event that Tenant shall fully and
faithfully comply with all of the terms, provisions, covenants and conditions of
this lease, the security ,shall be returned to Tenant within thirty (30) days
after the date fixed as the end of the Lease and after delivery of entire
possession of the demised premises to Owner. In the event of a sale of the land
and building or leasing of the building, of which the demised premises form a
part, Owner shall have the right to transfer the security to the vendee or
lessee and only upon such transfer Owner shall thereupon be released by Tenant
from all liability for the return of such security; and Tenant agrees to look to
the new Owner solely for the return of said security, and it is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
security to a new Owner. Tenant further covenants that it will not assign or
encumber or attempt to assign or encumber the monies deposited herein as
security and that neither Owner nor its successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.

ESTOPPEL
CERTIFICATE:      35. Tenant, at any time, and from time to time. upon at least
10 days' prior notice by Owner, shall execute, acknowledge and deliver to Owner,
and/or to any other person, firm or corporation specified by Owner, a statement
certifying that this Lease is unmodified and in full force and effect (or, if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), stating the dates to which the rent and
additional rent have been paid, and stating whether or not there exists any
default by Owner under this Lease, and, if so, specifying each such default.

SUCCESSORS
AND ASSIGNS:      36. The covenants, conditions and agreements contained in this
lease shall bind and inure to the benefit of Owner and Tenant and their
respective heirs, distributees, executors, administrators, successors, and
except as otherwise provided in this lease, their assigns. Tenant shall look
only to Owner's estate and interest in the land and building, for the
satisfaction of Tenant's remedies for the collection of a judgment (or other
judicial process) against Owner in the event of any default by Owner hereunder,
and no other property or assets of such Owner (or any partner, member, officer
or director thereof, disclosed or undisclosed), shall be subject to levy.
execution or other enforcement procedure for the satisfaction of Tenant's
remedies under or with respect to this lease, the relationship of Owner and
Tenant hereunder, or Tenant's use and occupancy of the demised premises.


SEE RIDER ANNEXED HERETO AND MADE A PART HEREOF

IN WITNESS WHEREOF, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.

                                        LANDLORD

                                        CROWN LEXINGTON LLC

Witness for Owner:

                                        By: Crown 360 Associates, L.P., Member

                                        By: Crown 360 Corp., General Partner

                                        By: /s/ Davar Rad
                                           -------------------------------------
                                            Davar Rad, President

Witness for Tenant:

     /s/ Donna Bull                     TENANT
-------------------------------         INTRAWARE, INC.

                                        By:
                                           -------------------------------------




                                ACKNOWLEDGEMENTS

CORPORATE OWNER
STATE OF NEW YORK,         SS.:
County of

     On this        day of                 ,19     ,
before me personally came                            ,
to me known, who being by me duly sworn, did depose and say
that he
resides in                                                    ;
that he is the              of
the corporation described in and which executed the
foregoing instrument, as OWNER; that he knows the seal
of said corporation; the seal affixed to said instrument
is such corporate seal; that it was so affixed by order
of the Board of Directors of said corporation, and that
he signed his name thereto by like order.


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

INDIVIDUAL OWNER
STATE OF NEW YORK,         SS.:
County of

     On this       day of                ,19    ,
before me personally came
to be known and known to me to be the individual
described in and who, as OWNER, executed the foregoing
instrument and acknowledged to me that                       he
executed the same.


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

CORPORATE TENANT
STATE OF NEW YORK,         SS.:
COUNTY OF

     On this        day of                 ,19     ,
before me personally came                   ,
to me known, who being by me duly sworn, did depose and
say that resides in                                           ;
in that he is the                    of
the corporation described in and which executed the
foregoing instrument, as TENANT; that he knows the
seal of said corporation; the seal affixed to said
instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by
like order.

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


INDIVIDUAL TENANT
STATE OF NEW YORK,         SS.:
County of

     On this       day of                ,19
before me personally came
to be known and known to me to be the individual
described in and who, as TENANT, executed the foregoing
instrument and acknowledged to me that                      he
executed the same.

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

                                  Page 5 of 6

<PAGE>

                                    GUARANTY

         FOR VALUE RECEIVED, and in consideration for, and as an inducement to
Owner making the within lease with Tenant, the undersigned guarantees to Owner,
Owner's successors and assigns, the full performance and observance of all the
covenants, conditions and agreements, therein provided to be performed and
observed by Tenant, including the "Rules and Regulations" as therein provided,
without requiring any notice of non-payment, non-performance, or non-observance,
or proof, or notice, or demand, whereby to charge the undersigned therefor, all
of which the undersigned hereby expressly waives and expressly agrees that the
validity of this agreement and the obligations of the guarantor hereunder shall
in no way be terminated, affected or impaired by reason of the assertion by
Owner against Tenant any of the rights or remedies reserved to Owner pursuant to
the provisions of the within lease. The undersigned further covenants and agrees
that this guaranty shall remain and continue in full force and effect as to any
renewal, modification or extension of this lease and during any period when
Tenant is occupying the premises as a "statutory tenant." As a further
inducement to Owner to make this lease and in consideration thereof, Owner and
the undersigned covenant and agree that in any action or proceeding brought by
either Owner or the undersigned against the other on any matters whatsoever
arising out of, under, or by virtue of the terms of this lease or of this
guarantee that Owner and the undersigned shall and do hereby waive trial by
jury.

Dated:                                                 19
     ------------------------------------------------    -----

-----------------------------------------------------
Guarantor

-----------------------------------------------------
Witness

-----------------------------------------------------
Guarantor's Residence

-----------------------------------------------------
Business Address

-----------------------------------------------------
Firm Name

STATE OF NEW YORK          )        ss.:

COUNTY OF                  )

On this           day of            ,19              , before me
personally came________________________________ to me known and known to me to
be the individual described in, and who executed the foregoing Guaranty and
acknowledged to me that he executed the same.
                                              ------------------------------
                                                       Notary

                             IMPORTANT - PLEASE READ
                      RULES AND REGULATIONS ATTACHED TO AND
                            MADE A PART OF THIS LEASE
                         IN ACCORDANCE WITH ARTICLE 33.

1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or encumbered by any
Tenant or used for any purpose other than for ingress or egress from the demised
premises and for delivery of merchandise and equipment in a prompt and efficient
manner using elevators and passageways designated for such delivery by Owner.
There shall not be used in any space, or in the public hall of the building
either by any Tenant or by jobbers or others in the delivery or receipt of
merchandise, any hand trucks, except those equipped with rubber tires and
sideguards. If said premises are situated on the ground floor of the building,
Tenant thereof shall further, at Tenant's expense, keep the sidewalk and curb in
front of said premises clean and free from ice, snow, dirt and rubbish.

2. The water and wash closets and plumbing fixtures shall not be used for any
purposes other than those for which they were designed or constructed and no
sweepings, rubbish, rags, acids or other substances shall be deposited therein,
and the expense of any breakage, stoppage, or damage resulting from the
violation of this rule shall be borne by the Tenant who, or whose clerks,
agents, employees or visitors, shall have caused it.

3. No carpet, rug or other article shall be hung or shaken out of any window of
the building and no Tenant shall sweep or throw or permit to be swept or thrown
from the demised premises any dirt or other substances into any of the corridors
or halls, elevators, or out of the doors or windows or stairways of the building
and Tenant shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the demised premises, or permit or suffer the demised
premises to be occupied or used in a manner offensive or objectionable to Owner
or other occupants of the building by reason of noise, odors, and/or vibrations,
or interfere in any way with other Tenants or those having business therein, nor
shall any bicycles, vehicles, animals, fish, or birds be kept in or about the
building. Smoking or carrying lighted cigars or cigarettes in the elevators of
the building is prohibited.

4. No awnings or other projections shall be attached to the outside walls of the
building without the prior written consent of Owner.

5. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
demised premises or the building or on the inside of the demised premise if the
same is visible from the outside of the premises without prior written consent
of Owner, except that the name of Tenant may appear on the entrance door of the
premises. In the event of the violation of the foregoing by any Tenant, Owner
may remove same without any liability, and may charge the expense incurred by
such removal to Tenant or Tenants violating this rule. Interior signs on doors
and directory tablet shall inscribed, painted or affixed for each Tenant by
Owner at the expense of such Tenant, and shall be of a size, color and style
acceptable to Owner.

6. No Tenant shall mark, paint, drill into, or in any way deface any part of the
demised premises or the building of which they form a part. No boring, cutting
or stringing of wires shall be permitted, except with the prior written consent
of Owner, and as Owner may direct. No Tenant shall lay linoleum, or other
similar floor covering, so that the same shall come in direct contact with the
floor of the demised premises, and, if linoleum or other similar floor covering
is desired to be used an interlining of builder's deadening felt shall be first
affixed to the floor, by a paste or other material, soluble in water, the use of
cement or other similar adhesive material being expressly prohibited.

7. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any Tenant, nor shall any changes be made in existing locks
or mechanism thereof. Each Tenant must, upon the termination of his Tenancy,
restore to Owner all keys of stores, offices and toilet rooms, either furnished
to, or otherwise procured by, such Tenant, and in the event of the loss of any
keys, so furnished, such Tenant shall pay to Owner the cost thereof.

8. Freight, furniture, business equipment, merchandise and bulky matter of any
description shall be delivered to and removed from the premises only on the
freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Owner. Owner reserves the right to
inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations of the
lease or which these Rules and Regulations are a part.

9. Canvassing, soliciting and peddling in the building is prohibited and each
Tenant shall cooperate to prevent the same.

10. Owner reserves the right to exclude from the building all persons who do not
present a pass to the building signed by Owner. Owner will furnish passes to
persons for whom any Tenant requests same in writing. Each Tenant shall be
responsible for all persons for whom he requests such pass and shall be liable
to Owner for all acts of such persons. Tenant shall not have a claim against
Owner by reason of Owner excluding from the building any person who does not
present such pass.

11. Owner shall have the right to prohibit any advertising by any Tenant which
in Owner's opinion, tends to impair the reputation of the building or its
desirability as a building for offices, and upon written notice from Owner,
Tenant shall refrain from or discontinue such advertising.

12. Tenant shall not bring or permit to be brought or kept in or on the demised
premises, any inflammable, combustible, explosive, or hazardous fluid, material,
chemical or substance, or cause or permit any odors of cooking or other
processes, or any unusual or other objectionable odors to permeate in or emanate
from the demised premises.

13. If the building contains central air conditioning and ventilation, Tenant
agrees to keep all windows closed at all times and to abide by all rules and
regulations issued by Owner with respect to such services. If Tenant requires
air conditioning or ventilation after the usual hours, Tenant shall give notice
in writing to the building superintendent prior to 3:00 p.m. in the case of
services required on week days, and prior to 3:00 p.m. on the day prior in case
of after hours service required on weekends or on holidays. Tenant shall
cooperate with Owner in obtaining maximum effectiveness of the cooling system by
lowering and closing venetian blinds and/or drapes and curtains when the sun's
rays fall directly on the windows of the demised premises.

14. Tenant shall not move any safe, heavy machinery, heavy equipment, bulky
matter, or fixtures into or out of the building without Owner's prior written
consent. If such safe, machinery, equipment, bulky matter or fixtures requires
special handling, all work in connection therewith shall comply with the
Administrative Code of the City of New York and all other laws and regulations
applicable thereto and shall be done during such hours as Owner may designate.

15. Refuse and Trash. (1) Compliance by Tenant. Tenant covenants and agrees, at
its sole cost and expense, to comply with all present and future laws, orders,
and regulations of all state, federal municipal, and local governments,
departments, commissions and boards regarding the collection, sorting,
separation and recycling of waste products, garbage, refuse and trash. Tenant
shall sort and separate such waste products, garbage, refuse and trash into such
categories as provided by law. Each separately sorted category of waste
products, garbage, refuse and trash shall be placed in separate receptacles
reasonably approved by Owner. Such separate receptacles may, at Owner's option,
be removed from the demised premises in accordance with a collection schedule
prescribed by law. Tenant shall remove, or cause to be removed by a contractor
acceptable to Owner, at Owner's sole discretion, such items as Owner may
expressly designate. (2) Owner's Rights in Event of Noncompliance. Owner has the
option to refuse to collect or accept from Tenant waste products, garbage,
refuse or trash (a) that is not separated and sorted as required by law or (b)
which consists of such items as Owner may expressly designate for Tenant's
removal, and to require Tenant to arrange for such collection at Tenant's sole
cost and expense, utilizing a contractor satisfactory to Owner. Tenant shall pay
all costs, expenses, fines, penalties, or damages that may be imposed on Owner
or Tenant by reason of Tenant's failure to comply with the provisions of this
Building Rule 15, and, at Tenant's sole cost and expense, shall indemnify,
defend and hold Owner harmless (including reasonable legal fees and expenses)
from and against any actions, claims and suits arising from such noncompliance,
utilizing counsel reasonably satisfactory to Owner.

Address

Premises

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

                               TO



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

                                STANDARD FORM OF

                                     OFFICE
                                      LEASE

                     THE REAL ESTATE BOARD OF NEW YORK, INC.
                    -C- Copyright 1994. All rights Reserved.

                        Reproduction in whole or in part
                                   prohibited.


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dated October 1999

Rent Per Year $160,000.00


Rent Per Month $13,333.33

Term
From
To

Drawn by          KRISS & FEIT, PC
        ----------------------------
Checked by
          --------------------------
Entered by
          --------------------------
Approved by
           -------------------------

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


                                  Page 6 of 6

<PAGE>

                    ADDITIONAL CLAUSES ATTACHED TO AND FORMING A PART OF LEASE
                    DATED NOVEMBER , 1999 BETWEEN CROWN LEXINGTON LLC, AS
                    LANDLORD, AND INTRAWARE, INC., AS TENANT
                    ------------------------------------------------------------


                  IN THE EVENT OF ANY INCONSISTENCIES BETWEEN THE PROVISIONS OF
THIS RIDER AND THE PREPRINTED FORM LEASE TO WHICH IT IS ATTACHED, THE PROVISIONS
OF THIS RIDER SHALL CONTROL.

37. DEMISED PREMISES ACCEPTED AS-IS: POSSESSION: Tenant acknowledges that
neither Landlord nor Landlord's agent has made any representations or
promises with regard to the Demised Premises for the term herein demised.
Tenant acknowledges that Tenant has inspected the Demised Premises and agrees
to accept same "as is" and that Landlord shall not be obligated to make any
repairs, alterations, improvements or additions to prepare said Demised
Premises for Tenant's occupancy whatsoever, except that Landlord has agreed
to perform Landlord's Work (as such term is hereinafter defined). Landlord
represent s and warrants that it shall use reasonable efforts upon delivery
to Tenant of the Demised Premises, to conform the Demised Premises with all
applicable codes and laws. Any violations that encumber the Demised Premises
prior to the Commencement Date (as defined hereinbelow) shall not be the
responsibility of Tenant.

38. USE:

                  (A) Subject to and in accordance with the roles, regulations,
laws, ordinances, statutory limitations and requirements of all governmental
authorities and the fire insurance rating organization and board of fire
underwriters and any similar bodies having jurisdiction thereof, Tenant
covenants and agrees that it shall use the Demised Premises solely for general
and executive offices, and for no other purpose.

                  (B) Tenant agrees that (i) Landlord shall have the right to
prohibit the continued use by Tenant of any method of operation, advertising or
interior display which shall be in violation of the use permitted herein. Tenant
will not encumber or obstruct or permit to be encumbered or obstructed any
hallway, service elevator, stairway or passageway in the Building.

                  (C) Tenant acknowledges that the Demised Premises are located
in a first-class commercial building, that the provisions of this Article 38 are
a material inducement to the Landlord for the execution of this Lease and that a
default by Tenant hereunder shall be deemed a material default by Tenant
hereunder shall be deemed a material default entitling Landlord to exercise any
or all of the remedies provided in this Lease.

39. RENTAL: The payments reserved under this Lease for the term hereof shall be
and consist of the aggregate of:

                  (A) "Minimum Rent" during the term of the Lease shall be as
follows:

<TABLE>
<CAPTION>
                  Lease Year      Annual Rental       Monthly Rental
                  ----------      -------------       --------------
<S>                               <C>                 <C>
                  1-5             $160,000.00         $ 13,333.33
</TABLE>


                  The first "Lease Year" of this Lease shall commence the
commencement date of this Lease (the "Commencement Date"),which shall be the
date on which the Landlord delivers possession of the Demised Premises to Tenant
with Landlord's Work substantially complete, and shall end with the expiration
of the next succeeding twelve (12) months, plus the number of days, if any,
required to have the period end at the expiration of the calendar month, and
each succeeding "Lease Year" shall run concurrently with each succeeding period
of twelve (12) calendar months.


<PAGE>

                  Landlord agrees to use commercially reasonable efforts to
deliver possession of the Demised Premises to Tenant by March 1, 2000 (the
"Delivery Date"), but Landlord shall not be liable or responsible for any
claims, damages or liabilities by reason of any delay in delivery of possession
of the Demised Premises to Tenant, nor shall the obligations of Tenant hereunder
be affected. Provided, however, that if Landlord is unable to deliver possession
of the Demised Premises to Tenant by the Delivery Date, then in such event
Tenant shall have the right to cancel this Lease upon delivering a ten (10)
written notice to Landlord given by certified mail, return receipt requested
(the "Notice of Cancellation") unless the Delivery Date shall occur within such
10-day period, in which case the Notice of Cancellation shall be deemed
withdrawn, null and void and of no force and effect. If the Delivery Date does
not occur within such 10-day period, the Lease shall be terminated and the
parties shall have no further rights and obligations under the Lease.
Notwithstanding anything to the contrary contained herein, the parties agree
that Tenant's right to cancel as aforesaid shall only be effective on the
condition that this Lease was executed and delivered by Tenant to Landlord
(together with the payment by Tenant to Landlord of the Minimum Rent and
Security Deposit required hereunder) on or prior to December 1, 1999.

                  Tenant shall, within five (5) days of written request made by
Landlord to Tenant, execute the certificate annexed hereto as Exhibit "C"
certifying the exact date of substantial completion by Landlord of Landlord's
Work in the Demised Premises (the "Landlord's Work Certificate") and such date
shall be deemed conclusive for purposes of this Article. The failure by Tenant
to so execute the Landlord's Work Certificate in good faith by the date so
specified above shall constitute a material default by Tenant under this Lease.

                  Tenant's obligation to pay Minimum Rent shall commence thirty
(30) calendar days after the Commencement Date (the "Rent Commencement Date").

                  The expiration date of this Lease and the end of the term of
this Lease shall be five (5) years following the last day of the month in which
the day next preceding the Rein Commencement Date occurs (the "Expiration
Date").

                  Minimum Rent shall be payable in advance, on the first (1st)
day of each calendar month.

                  (B) "Additional Rein", consisting of all such other sums of
money as shall become due from and payable by Tenant to Landlord or any other
party hereunder (for default in payment of which Landlord shall have the same
remedies as a default in payment of Minimum Rent).

                  (C) The obligation of Tenant to pay all sums of Additional
Rent (including, without limitation, Electricity charges as are described in
Article 41 of this Lease) to Landlord or others shall commence on the
Commencement Date of the Lease and there shall be no abatement whatsoever of the
obligation of Tenant to pay all sums of Additional Rent during any period or
part of any Lease Year during the term of the Lease.

40. TENANT'S INSTALLATIONS: Except for that certain work which Landlord has
agreed to perform in the Demised Premises as expressly described in Exhibit "B"
annexed hereto and made a part hereof (collectively, the "Landlord's Work"), all
other work necessary or desirable to make the Demised Premises suitable for
Tenant's use and occupancy shall be performed by Tenant at Tenant's own cost and
expense (hereinafter called "Tenant's Work"). Tenant's Work to be performed by
Tenant in the Demised Premises shall be subject to the following conditions:

                  (A) Tenant shall comply with all of the laws, orders, roles
and regulations of all governmental authorities, and of the fire insurance
rating organization having jurisdiction thereof, and the local board of fire
underwriters, or any similar body, and Tenant shall procure and pay for, so far
as the same may be required, all governmental permits and authorizations;

                  (B) Prior to commencing Tenant's Work, all plans and
specifications therefor shall be submitted to Landlord for Landlord's prior
written approval said approval not to be unreasonably withheld as to
nonstructural work and shall be granted or denied within fifteen (15) business
days after submission of all final plans and drawings to Landlord;


                                       2

<PAGE>

                  (C) Tenant's Work shall be prosecuted (i) with reasonable
dispatch, (ii) in accordance with the plans and specifications submitted to, and
approved in writing by, Landlord pursuant to subparagraph (B) hereof and (iii)
only with the use of new materials and supplies of quality equal to or greater
than used by Landlord;

                  (D) Tenant shall make all necessary payments required so that
the Demised Premises and Building shall upon completion of Tenant's Work be free
of liens for labor and materials supplied in connection with Tenant's Work;

                  (E) Prior to commencing Tenant's Work, Tenant shall at its own
cost and expense deliver to Landlord an endorsement of its policy of
comprehensive general liability insurance referred to in Article 46 of this
Lease, covering the risk during the course of performance of Tenant's Work,
together with proof of payment of such endorsement, which policy as endorsed
shall protect Landlord in the same amounts against any claims or liability
arising out of Tenant's Work, and Tenant or Tenant's contractors shall obtain
workmen's compensation insurance to cover all persons engaged in Tenant's Work;

                  (F) Tenant guarantees to Landlord that Tenant's Work shall be
promptly completed and paid for, and upon completion the Demised Premises and
the Building shall be free and clear of all liens, encumbrances, chattel
mortgages, conditional bills of sale and other charges, and Tenant's Work shall
be substantially completed in accordance with the plans and specifications
approved by Landlord; and

                  (G) Notwithstanding anything herein contained to the contrary,
Tenant shall make all repairs to the Demised Premises necessitated by Tenant's
Work permitted hereunder, and shall keep and maintain in good order and
condition all of the installations in connection with Tenant's Work, and shall
make all necessary replacements thereto.

                  (H) All of Tenant's Work shall be done in such a manner so as
not to materially interfere with, delay, or impose any additional expense upon
Landlord in the maintenance or operation of the Building. In no event shall
Landlord be required to consent to any of Tenant's Work which would physically
affect any part of the Building outside of the Demised Premises or would, in
Landlord's sole judgment, adversely affect the proper functioning of any of the
mechanical, electrical, sanitary or other systems of the Building. The approval
by Landlord of any of Tenant's plans and specifications shall not constitute an
assumption of any liability on the part of the Landlord for their accuracy or
their conformity which applicable law, and Tenant shall be solely responsible
therefor. Approval by Landlord of any Tenant's plans and specifications shall
not constitute a waiver by Landlord of the right to thereafter require Tenant to
amend same to provide for omissions therein later discovered by Landlord.

41. ELECTRICITY:

                  (A) For so long as Tenant shall not be in default hereunder
beyond the expiration of applicable notice and cure periods expressly set forth
in the Lease, Landlord will provide electricity to Tenant on a "rent inclusion"
basis. The Minimum Rent set forth in Article 39 does not presently include any
charges for electricity usage. The Minimum Rent regularly paid by Tenant in
Article 39 of this Lease is herein increased by the sum of $2.75 per rentable
square foot of the Demised Premises ($11,000.00 per annum payable monthly,
commencing on the Commencement Date, on the first day of every month during the
term of this Lease at the rate of $916.67 per month) as the cost for Tenant's
usage of electricity. The $2.75 per square foot rate is the estimate of
providing Tenant with electricity to service the needs of a office tenant
utilizing equipment as set forth in Article 41 (B) hereof. Landlord shall have
the right to conduct a survey of Tenants actual electrical usage and increase
the electric charge if the survey indicates the Tenant's usage of electricity
exceeds the cost so $2.75 per square foot.

                  (B) Landlord shall not in any way be liable or responsible to
Tenant for any loss or damage or expense which Tenant may sustain or incur if
either the quantity or character of electric service is changed or is no longer
available or suitable for Tenant's requirements. Tenant's use of electric
current in the Demised Premises shall not at any time exceed the capacity of any
of the


                                       3

<PAGE>

electrical conductors and facilities in or otherwise serving the Demised
Premises. In order to insure that such capacity is not exceeded and to avert any
possible adverse effect upon the Building's electric service, Tenant shall not,
without Landlord's prior written consent in each instance, connect any fixtures,
appliances or equipment (other than a reasonable number of table or floor lamps,
typewriters, word processors, small computers, photocopy machines and similar
small office machines using comparable electric current) to the Building's
electric distribution system nor make any alteration or addition to the electric
system of the Demised Premises. Should Landlord grant such consent, all
additional risers or other equipment required therefor shall be provided by
Landlord upon notice to Tenant, and all costs and expenses in connection
therewith, including, without limitation, those for filing and supervision,
shall be paid by Tenant. As a condition to granting such consent, Landlord may
require Tenant to agree to an increase in the Additional Rent by an amount which
will reflect the value to Tenant of the additional service to be furnished by
Landlord, to wit: the potential additional electrical current to be made
available to Tenant based upon the estimated initial total capacity of such
additional risers or other equipment. If Landlord and Tenant cannot agree on the
amount of such Additional Rent increase, the same shall be determined by a
reputable electrical consultant, to be selected by Landlord and paid equally by
both parties. The parties shall then execute an agreement prepared by Landlord
amending this Lease and setting forth the new Additional Rent resulting from
such increases and confirming the effective date thereof, but such increase
shall be effective from such date even if such agreement is not executed.

                  (C) If Tenant shall default under this Lease beyond any
applicable notice and cure period, Landlord reserves the right, in addition to
any other remedies available under this Lease or at law, to cease providing
electricity to the Demised premises until such default shall be cured.

42. TAX ESCALATION:

                  (A) As used in this Lease:

                           (i) "Taxes" shall mean the real estate taxes and
assessments and special assessments imposed upon the Building and/or the land on
which the Building is situated by any governmental bodies or authorities (the
"Land") excluding income taxes to Landlord. If at any time during the term of
this Lease the methods of taxation prevailing at the commencement of the term
hereof shall be altered so that in lieu of, or as an addition to or as a
substitute for the whole or any part of the taxes, assessments, levies,
impositions or charges now levied, assessed or imposed on real estate and the
improvements thereof, there shall be levied, assessed and imposed (a) a tax,
assessment, levy or otherwise on the rents received therefrom, or (b) a license
fee measured by the rent payable by Tenant to Landlord, or (c) any other such
additional or substitute tax, assessment, levy, imposition or charge, then all
such taxes, assessments, levies, impositions or charges or the part thereof so
measured or based shall be deemed to be included within the term "Taxes" for the
purpose hereof.

                           (ii) "Base Tax" shall mean Taxes, as finally
determined, calculated of the average of the fiscal years of (i) July 1, 1999
through June 30, 2000 and (ii) July 1, 2000 through June 30, 2001.

                           (iii) "Tax Year" shall mean the fiscal year
commencing on July 1 and ending on June 30 (or such other period as hereinafter
may be duly adopted by the City of New York as its Fiscal Year for real estate
tax purposes).

                           (iv) "Tenant's Share" shall be one and fifty-six
hundredths percent (1.56 %).

                  (B) (i) If the Taxes for any Tax Year shall be more than the
Base Tax, Tenant shall pay as Additional Rent for such Tax Year an amount equal
to Tenant's Share of the amount by which the Taxes for such Tax Year are greater
than the Base Tax (the amount payable by Tenant is hereinafter called the "Tax
Payment"). The Tax Payment shall be prorated, if necessary, to correspond with
that portion of a Tax Year occurring within the term of this Lease. At
Landlord's sole option, the Tax Payment shall either (1) be payable by Tenant
within thirty (30) days after receipt of a written demand from Landlord therefor
or (2) shall be payable by Tenant to Landlord in equal monthly installments on
the first day of each month in an amount as reasonably estimated


                                       4

<PAGE>

by the Landlord, and shall in any event be adjusted from time to time with such
adjusted amount being remitted by Tenant to Landlord upon Landlord's written
demand therefor.

                           (ii) In the event the Base Tax is reduced as a result
of an appropriate proceeding, Landlord shall have the right to adjust the amount
of Tax Payment due from Tenant for any Tax Year in which Tenant is or was
obligated to pay a Tax Payment hereunder, and Tenant agrees to pay the amount of
said adjustment on the next rental installment day immediately following receipt
of a rent statement from Landlord setting forth the amount of said adjustment.
The parties acknowledge that in no event shall the Minimum Rent ever be reduced
as a result of a tax certiorari proceeding or as a result of any reduction in
Taxes or Base Taxes. However, if the Base Tax is reduced at any time during the
term of the Lease, Landlord will adjust the amount payable by Tenant in
proportion to said reduction.

                  (C) Only Landlord shall be eligible to institute tax reduction
or other proceedings to reduce the assessed valuation of the Land and the
Building. Should Landlord be successful in any such reduction proceedings and
obtain a rebate for periods during which Tenant has paid its share of increases,
Landlord shall after deducting its actual out of pocket expenses, including
reasonable attorneys' fees and disbursements in connection therewith, return
Tenant's Share of such rebate to Tenant.

                  (D) With respect to any period at the expiration of the term
of this Lease which shall constitute a partial tax year, Landlord's statement
shall apportion the amount of the Additional Rent due hereunder. The obligation
of Tenant in respect to such Additional Rent applicable for the last year of the
term of this Lease or part thereof shall survive the expiration of the term of
this Lease.

43. EXPENSE ESCALATION:

                  (A) As used in this Lease:

                           (i) "Wage Rate" shall mean the minimum regular hourly
rate of wages including, without limitation, adjustments of every kind, but
specifically excluding fringe benefits, in effect as of January 1st (of each
year (whether paid by Landlord or any contractor employed by Landlord) computed
as paid over a forty hour week to Porters in Class A office buildings pursuant
to an Agreement between The Realty Advisory Board on Labor Relations,
Incorporated, or any successor thereto, and Local 32B of the Building Service
Employees International Union, AFL-CIO, or any successor thereto; and provided,
however, that if there is no such agreement in effect prescribing a wage rate
for Porters, computations and payments shall thereupon be made upon the basis of
the regular hourly wage rate actually payable to Porters by Landlord or by
Landlord's service contractors over a forty hour week, in effect as of January
1st of each year, and provided, however, that if in any year during the term the
regular employment of Porters shall occur on days or during hours which overtime
or other premium pay rates are in effect pursuant to such Agreement, then the
term "hourly rate of wages" as used herein shall be deemed to mean the average
hourly rate for the hours in a calendar week during which Porters are regularly
employed (e.g., if pursuant to an agreement between Realty Advisory Board and
the Local the regular employment of Porters for forty hours during a calendar
week is at a regular hourly wage rate of $3.00 for the first thirty hours, and
premium or overtime hourly wage rate of $4.50 for the remaining ten hours, then
the hourly rate of wages under this Article during such period shall be the
total weekly rate of $135.00 divided by the total number of regular hours of
employment, forty or $3.375).

                           (ii) "Base Wage Rate" shall mean the Wage Rate in
effect for calendar year 2000.

                           (iii) The term "Porters" shall mean that
classification of non-supervisory employees employed in and about the Building
who devote a major portion of their time to general cleaning, maintenance and
miscellaneous services essentially of a non-technical and non-mechanical nature
and are the type of employees who are presently included in the classification
of "Class A-Others" in the Commercial Building Agreement between the Realty
Advisory Board and Local 32B.


                                       5

<PAGE>

                           (iv) "Multiplication Factor" shall mean the product
obtained by multiplying the area of the premises (which the parties have agreed
shall be 4,000 square feet for the purposes of this Article) by one (1).

                  (B) If the Wage Rate for any calendar year during the Term
shall be increased above the Base Wage Rate, then Tenant shall pay, as
additional rent, an amount (the "Wage Increase Charge") equal to the product
obtained by multiplying the Multiplication Factor by the number of cents
(including any fraction of a cent) by which the Wage Rate is greater than the
Base Wage Rate, such payment to be made in equal monthly installments commencing
with the first monthly installments of fixed rent falling due on or after the
effective date of such increase in Wage Rate (payable retroactive from said
effective date) and continuing thereafter until a new adjustment shall have
become effective in accordance with the provisions of this Article. Landlord
shall give Tenant notice of each change in Wage Rate that will be effective to
create or change Tenant's obligation to pay the Wage Increase Charge pursuant to
the provisions of this Article, which notice shall contain Landlord's
calculation of the Wage Increase Charge payable resulting from such increase in
Wage Rate. The Wage Increase Charge shall be prorated, if necessary, to
correspond with that portion of a calendar year occurring within the Term. Such
notice shall be served in accordance with the terms of this Lease and shall be
accompanied by such information which shall be reasonable necessary for Tenant
to evaluate the accuracy thereof.

                  (C) Every notice given by Landlord pursuant to Paragraph B of
this Article shall be conclusive and binding upon Tenant unless (i) within
thirty (30) days after the receipt of such notice, Tenant shall notify Landlord
that it disputes the correctness of the notice, specifying the particular
respects in which the notice is claimed to be incorrect and (ii) if such dispute
shall not have been settled by agreement, shall submit the dispute to
arbitration, within ninety (90) days after receipt of the notice. Pending the
determination of such dispute, Tenant shall pay the Wage Increase Charge in
accordance with Landlord's notice without prejudice to Tenant's position of such
dispute. In the event such dispute shall be determined in Tenant's favor,
Landlord shall, on demand, pay Tenant the amount so overpaid by Tenant.

                  (D) The "Wage Rate" is intended to be a substitute comparative
index of economic costs and inflationary pressures and does not necessarily
reflect the actual costs of Wages or other expenses of operating the Building.
The Wage Rate shall be used whether or not the building is a Class A office
building, whether or not porters are employed in the building and without regard
to whether such employees or members of the union referred to in Paragraph A of
this Article.

44. WAIVER OF SUBROGATION: Each party hereby releases the other party (which
term as used in this Article includes the employees, agents, officers and
directors of the other party) from all liability, whether for negligence or
otherwise, in connection with loss covered by any fire and/or extended coverage
insurance policies, which the releasor carries with respect to the Demised
Premises, or any interest or property therein or thereon (whether or not such
insurance is required to be carried under this lease), but only to the extent
that such loss is collected under said fire and/or extended coverage insurance
policies. Such release is also conditioned upon the inclusion in the policy or
policies of a provision whereby any such release shall not adversely affect said
policies, or prejudice any right of the releasor to recover thereunder. Each
party agrees that its insurance policies aforesaid will include such a provision
so long as the same shall be obtainable without extra cost, or if extra cost
shall be charged therefor, so long as the party for whose benefit the clause or
endorsement is obtained shall pay such extra cost. If extra cost shall be
chargeable therefor, each party shall advise the other thereof of the amount of
the extra cost, and the other party at its election, may pay the same, but shall
not be obligated to do so.

45. COMPLIANCE WITH LAWS: Supplementing the provisions of Article 6 hereof,
Tenant shall give prompt notice to Landlord of any notice it receives of the
violation of any law or requirement of any public authority with respect to the
Demised Premises or the use or occupation thereof. Tenant shall promptly comply
with all present and future laws, orders and regulations of all state, federal,
municipal and local governments, departments, commissions and boards or any
direction of any public officer pursuant to law and all orders, roles and
regulations of the New York Board of Fire Underwriters or any similar body
arising out of Tenant's use of the Demised Premises which shall impose any
violation, order or duty upon Landlord or Tenant with respect to Tenant's use or


                                       6

<PAGE>

manner of use of the Demised Premises (in which event Tenant shall effect such
compliance at its sole cost and expense) or the Building (in which event,
notwithstanding anything herein to the contrary, Landlord shall effect such
compliance but Tenant shall promptly pay to Landlord Tenant's Share, as defined
in Paragraph 42(A) (iv), of the cost thereof).

46. INDEMNITY-LIABILITY INSURANCE:

                  (A) Tenant covenants and agrees to indemnify and save Landlord
harmless from and against any and all claims arising during the term of this
lease for damages or injuries to goods, wares, merchandise and property and/or
for any personal injury or loss of life in, upon or about the Demised Premises
or on the sidewalks adjoining the Demised Premises, except such claims as may be
the result of the negligence of Landlord, its agents, employees or contractors.

                  (B) Tenant further covenants and agrees to indemnify Landlord
against the cost of any increase in Landlord's insurance rates resulting from
Tenant's use of the Demised Premises. Tenant shall reimburse Landlord for any
such increase within fifteen (15) days after Landlord bills Tenant therefor.

                  (C) Tenant covenants to provide on or before the commencement
of the term hereof and to keep in force during the term hereof for the benefit
of Landlord and Tenant a comprehensive policy of liability insurance protecting
Landlord and Tenant against any liability whatsoever occasioned by accident on
or about the Demised Premises or any appurtenances thereto. Such policy is to be
written by good and solvent insurance companies satisfactory to Landlord, and
the amounts of liability thereunder shall not be less than the amount of
$2,000,000 in respect of any one person, in the amount of $5,000,000 in respect
of any one accident, and in the amount of $2,000,000.00 in respect of property
damage. Prior to the time such insurance is first required to be carried by
Tenant, and thereafter at least fifteen (15) days prior to the expiration of any
such policy, Tenant agrees to deliver to Landlord either a duplicate original of
the aforesaid policy or a certificate evidencing such insurance, provided said
certificate contains an endorsement that such insurance may not be canceled or
modified except upon ten (10) days written notice to Landlord, together with
evidence of payment for the policy. Tenant's failure to provide and keep in
force the aforementioned insurance shall be regarded as a material default
hereunder, entitling Landlord to exercise any or all of the remedies as provided
in this Lease in the event of Tenant's default. Landlord covenants that it shall
carry commercially reasonable insurance during the term of the Lease.

47.      ASSIGNMENT, SUBLETTING, MORTGAGING:

                  (A) Subject to the provisions of Section 47 (B)(vii),
Tenant will not by operation of law or otherwise, assign, mortgage or
encumber this Lease, nor sublet or permit the Demised Premises or any part
thereof to be used by others, without Landlord's prior express written
consent in each instance. Any transfer, by operation of law or otherwise, of
Tenant's interest in this Lease (in whole or in part) or of a fifty (50%)
percent or greater interest in Tenant (whether stock, partnership interest or
otherwise) shall be deemed an assignment of this Lease within the meaning of
this Article. (The issuance of shares of stock to other than the existing
shareholders shall be deemed to be a transfer of such stock for the purposes
of this Article.) If there has been a previous transfer of less than a fifty
(50%) percent interest, in Tenant during the term of this Lease, any other
transfer of an interest in Tenant which would then result in an aggregate
transfer of greater than a fifty (50%) percent interest in Tenant shall be
deemed an assignment of Tenant's interest in this Lease within the meaning of
this Article.

                  (B) (i) In the event that Tenant shall at any time or times
during the term of this Lease desire to assign this Lease or sublet all or any
part of the Demised Premises, Tenant shall give notice (the "Assignment/Sublet
Notice") thereof to Landlord, which notice shall be accompanied by (a) at
Tenant's option, either a conformed or photostatic copy of the proposed
assignment or sublease agreement (provided, however that such proposed
assignment or sublease agreement need not be in executed form if accompanied by
a writing signed by Tenant and the proposed assignee or sublessee indicating
their intent to enter into the proposed assignment or sublease upon Landlord
consenting thereto), or a copy of a letter of intent (the "Letter of Intent")
executed by or on behalf of Tenant and the proposed assignee or subtenant
setting forth the material business terms of the proposed


                                       7

<PAGE>

assignment or sublease; in either event, the effective or commencement date of
which shall be at least twenty (20) days after the giving of such notice, (b) a
statement setting forth in reasonable detail the identity of the proposed
assignee or subtenant, the nature of its business and its proposed use of the
Demised Premises, (c) current financial information with respect to the proposed
assignee or subtenant, including, without limitation, its most recent financial
report or statement (if same exists, and if not, the equivalent information in a
form reasonably satisfactory to Landlord), and (d) such other information as
Landlord may reasonably request. Such notice shall be deemed an offer from
Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option:
(i) terminate this Lease (if the proposed transaction is an assignment or
sublease of all or substantially all of the Demised Premises), or (ii) terminate
this Lease with respect to the space covered by the proposed sublease (if the
proposed transaction is a sublease of part of the Demised Premises for all or
substantially all of the remainder of the term of this Lease, i.e., the term of
which expires during the final eighteen (18) months prior to the Expiration
Date). For purposes of this paragraph, "substantially all of the Demised
Premises" shall mean more than seventy (70%) percent thereof. Said options may
be exercised by Landlord by notice to Tenant at any time within twenty (20) days
after Landlord's receipt of the Assignment/Sublet Notice, together with all
other documentation and information required pursuant to this paragraph to be
given by Tenant to Landlord ("Recapture Period"); and during such Recapture
Period Tenant shall not assign this Lease or sublet such space to any person.
Following the expiration of the Recapture Period, Tenant shall have one hundred
twenty (120) days to submit to Landlord Tenant's written request for Landlord's
consent to a proposed assignment or sublease on the same terms and conditions as
were contained in the proposed assignment or sublease or the Letter of Intent,
which was previously submitted to Landlord pursuant to this Section, whichever
is applicable. In the event that Tenant fails to submit such written request for
Landlord's consent as set forth in the preceding sentence within such 120 day
period, then in connection for with any request for Landlord's consent to such
proposed assignment of this Lease or proposed subletting of the Demised Premises
or any portion thereof submitted after such 120 day period, Tenant will be
required to comply with all of the requirements of this paragraph and Landlord
shall have all the options under this paragraph.

                  (ii) If Landlord exercises its option to terminate this Lease
in the event that Tenant desires either to assign this Lease or to sublet all or
substantially all of the Demised Premises, then this Lease shall end and expire
upon the date that such assignment or subletting was to be effective or to
commence, as the case may be, and the Minimum Rent and Additional Rent shall be
paid and apportioned to such date. If Landlord exercises its option to terminate
this Lease as to a portion of the Demised Premises in the event that Tenant
desires to sublet a portion of the Demised Premises, then this Lease, with
respect to the portion of the Demised Premises affected by such subletting,
shall end and expire upon the date that such subletting was to commence, the
Minimum Rent payable hereunder and the Additional Rent payable pursuant to this
Lease hereof shall be adjusted in proportion to the portion of the Demised
Premises affected by such termination and Tenant shall reimburse Landlord as
Additional Rent hereunder for the cost of erecting such demising walls as are
necessary to separate the Terminated portion of the Demised Premises from the
remainder of the Demised Premises and to provide access thereto within ten (10)
days after demand therefor.

                  (iii) In the event that Tenant complies with the provisions of
this subparagraph of this Article and Landlord does not exercise an option
provided to it thereunder within the time provided therefor, and provided that
Tenant is not in default of any of Tenant's obligations under this Lease beyond
the expiration of applicable notice and cure periods expressly set forth in this
Lease, Landlord's consent (which must be in writing and in form reasonably
satisfactory to Landlord) to the proposed assignment of this Lease or subletting
of a portion or all of the Demised Premises shall not be unreasonably withheld
or delayed (and shall be given or denied within a reasonable time not to exceed
thirty (30) days after Landlord has been provided with all information or
documentation which it deems necessary in order to make its decision), provided
the following conditions have been satisfied:

                  (1) in Landlord's reasonable judgment, the proposed assignee
                  or subtenant is engaged in such a business, and the Demised
                  Premises will be used in such a manner, that: (x) is limited
                  to the use expressly permitted under this Lease; and (y) will
                  not violate any negative covenant as to use contained in any
                  other Lease of space in the Building about


                                       8

<PAGE>

                  which Tenant has been informed following its request to
                  Landlord for such information;

                  (2) the proposed assignee or subtenant (and proposed
                  guarantor(s) of the Lease, who shall execute a guaranty of
                  this Lease in the form required by the Landlord) has
                  sufficient financial worth considering the responsibility
                  involved, and Landlord has been furnished with reasonable
                  proof thereof. As a condition to granting its consent to any
                  proposed assignment or subletting, Landlord must receive
                  executed, notarized guaranties of Lease (in substantially the
                  form required by the Landlord) from guarantor(s) of the Lease
                  who control the proposed assignee or subtenant and own the
                  majority of its stock and/or other ownership interests;

                  (3) the proposed assignee or sublessee is not then an occupant
                  of any part of the Building unless there is no vacant, similar
                  space available at that time for leasing in the Building and
                  further, unless no existing tenant or occupant of the Building
                  will be vacating other space in the Building as a result of
                  the proposed assignment or sublet;

                  (4) the proposed assignee or sublessee is not a person with
                  whom Landlord is then, or shall have been during the previous
                  twelve (12) month period, negotiating to lease space in the
                  Building unless there is no vacant, similar space available at
                  that time for leasing in the Building;

                  (5) Tenant shall have submitted to Landlord a fully executed
                  counterpart of the proposed assignment or the proposed
                  sublease, as the case may be, and the form of the same shall
                  be reasonably satisfactory to Landlord and shall comply with
                  the applicable provisions of this Article;

                  (6) the amount of aggregate rent to be paid by the proposed
                  subtenant is not less than the then commercially reasonable
                  rent per rentable square foot for a sublease of the Demised
                  Premises unless there is no vacant, similar space available at
                  that time for leasing in the Building and the other terms and
                  conditions of the sublease are the same as those contained in
                  the proposed sublease furnished to Landlord pursuant to
                  paragraph (b) of this Article;

                  (7) Tenant shall reimburse Landlord on demand for any actual
                  out of pocket costs that may be incurred by Landlord in
                  connection with said agreement or sublease, including the
                  costs of making investigations as to the acceptability of the
                  proposed assignee or subtenant and legal costs incurred in
                  connection with the granting of any requested consent;

                  (8) Tenant shall not have (a) advertised or publicized in any
                  way the availability of the Demised Premises without prior
                  notice to, and approval by, Landlord, which approval Landlord
                  agrees not to unreasonably withhold, nor shall any
                  advertisement state the name (as distinguished from the
                  address) of the Building, or (b) listed the Demised Premises
                  for subletting or assignment, with a broker, agent or
                  representative or otherwise, at a proposed rental less than
                  the Minimum Rent and Additional Rent at which Landlord is then
                  offering to Lease other space in the Building;

                  (9) the sublease shall not provide for an option on behalf of
                  the subtenant thereunder to extend or renew the term of such
                  sublease and shall also not grant to subtenant any space
                  option or other option set forth in this Lease (which
                  option(s) is (are) only granted to the original Tenant
                  hereunder);

                  (10) such subletting shall not result in there being more than
                  three (3) occupants of the Demised Premises, including Tenant.

                  (iv) Each subletting pursuant to this Article shall be subject
to all of the covenants, agreements, terms, provisions and conditions contained
in this Lease. Notwithstanding any such


                                        9

<PAGE>

subletting and/or acceptance of Minimum Rent or Additional Rent by Landlord from
any subtenant, Tenant shall and will remain fully liable for the payment of the
Minimum Rent and Additional Rent due, and to become due, hereunder, for the
performance of all of the covenants, agreements, terms, provisions and
conditions contained in this Lease on the part of Tenant to be performed and for
all acts and omissions of any licensee, subtenant, or any other person claiming
under or through any subtenant that shall be in violation of any of the
obligations of this Lease, and any such violation shall be deemed to be a
violation by Tenant. Tenant further agrees that, notwithstanding any such
subletting, no other and further subletting of the Demised Premises by Tenant,
or any person claiming through or under Tenant shall, or will be, made, except
upon compliance with, and subject to, the provisions of this Article.

                  (v) Any assignment or transfer shall be made only if, and
shall not be effective until, the assignee shall execute, acknowledge and
deliver to Landlord an agreement, in form and substance reasonably satisfactory
to Landlord, whereby the assignee shall assume all of the obligations of this
Lease on the part of Tenant to be performed or observed and whereby the assignee
shall agree that the provisions contained in paragraph (a) shall,
notwithstanding such assignment or transfer, continue to be binding upon it in
respect of all future assignments and transfers.

                  (vi) If Landlord shall give its consent to any assignment of
this Lease or to any sublease, Tenant shall, in consideration therefor, pay to
Landlord, as Additional Rent:

                    (a) in the case of an assignment, an amount equal to fifty
                    (50%) percent of all sums and other consideration payable to
                    Tenant by the assignee for, or by reason of, such
                    assignment; and

                    (b) in the case of a sublease, fifty (50%) percent, after
                    payment of costs, of any rents, additional charges, or other
                    consideration payable under the sublease by the subtenant to
                    Tenant that are in excess of the Minimum Rent and Additional
                    Rent accruing during the term of the sublease in respect of
                    the subleased space (at the rate per square foot payable by
                    Tenant hereunder) pursuant to the terms hereof, including,
                    without limitation, all sums paid for the sale or rental of
                    tenant's fixtures, leasehold improvements, equipment,
                    furniture or other personal property.

                  The sums payable under this paragraph (vi) shall be paid to
Landlord as and when payable by the subtenant to Tenant.

                  (vii) If Tenant (or any subtenant) is a corporation, the
provisions of subparagraph (A) of this Article shall apply to a transfer
(however accomplished, whether in a single transaction or in a series of related
or unrelated transactions) of stock (or any other mechanism such as, by way of
example, the issuance of additional stock, a stock voting agreement or change in
class(es) of stock) which results in a change of control of Tenant (or such
subtenant) as if such transfer of stock (or other mechanism) which results in a
change of control of Tenant (or such subtenant) were an assignment of this
Lease, and if Tenant (or such subtenant) is a partnership, limited liability
company or joint venture, said provisions shall apply with respect to a transfer
(by one or more transfers) of an interest in the distributions of profits and
losses of such partnership, joint venture or limited liability company (or other
mechanism, such as, by way of example, the creation of additional general
partnership or limited partnership interests or limited liability company
interests) which results in a change of control of such partnership or joint
venture or limited liability company, as if such transfer of an interest in the
distributions of profits and losses of such partnership or joint venture or
limited liability company which results in a change of control of such
partnership or joint venture or limited liability company were an assignment of
this Lease; but the provisions of subparagraph (A) of this Article hereof shall
not apply to transactions with (u) a corporation into or with which Tenant is
merged or consolidated, (v) a corporation, partnership or other entity to which
substantially all of Tenant's assets and stock are transferred, (w) any
corporation which controls or is controlled by Tenant or is under common control
with Tenant, (x) any person, persons, entity or entities to whom a controlling
block of Tenant's stock is transferred, (y) an existing shareholder or
shareholders, or (z) a trust established by or for the benefit of existing
shareholder or shareholders, provided that the Tenant hereunder immediately
after such a transfer has a net worth computed in accordance with generally
accepted accounting principles at least equal to the "Minimum Net


                                       10
<PAGE>

Worth" (as defined below), (ii) proof reasonably satisfactory to Landlord of
such net worth shall have been delivered to Landlord at least ten (10) days
prior to the effective date of any such transaction, (iii) in the event that the
Tenant hereunder immediately after such transfer is other than the Tenant herein
named, a duplicate original instrument of assignment in form and substance
reasonably satisfactory to Landlord, duly executed by Tenant and executed,
notarized guaranties of this Lease (in the form of the guaranty of Lease
required by Landlord) from guarantors of this Lease who control the proposed
assignee or subtenant and own the majority of its stock and/or other ownership
interests, shall have been delivered to Landlord at least ten (10) days prior to
the effective date of any such transaction, (iv) in the event that the Tenant
hereunder immediately after such transfer is other than the Tenant herein named
(a "New Tenant"), an instrument in form and substance reasonably satisfactory to
Landlord, duly executed by such New Tenant, in which such New Tenant assumes (as
of and from the Commencement Date) observance and performance of, and agrees to
be personally bound by, all of the terms, covenants and conditions of this Lease
on Tenant's part to be performed and observed shall have been delivered to
Landlord at least ten (10) days prior to the effective date of any such
transaction, and (v) such merger, consolidation or transfer shall be for a good
business purpose with a view toward continuing Tenant's business as an on-going
concern and not principally for the propose of transferring this Lease. For
purposes of this subparagraph (vii), the term "control" shall mean, in the case
of a corporation, ownership or voting control, directly or indirectly, of more
than fifty percent (50%) of all the voting stock, and in case of a joint venture
or partnership or similar entity, ownership, directly or indirectly, of more
than fifty percent (50%) of all the general or other partnership (or similar)
interests therein. Any agreement pursuant to which (x) Tenant is relieved from
the obligation to pay all or a part of Minimum Rent or Additional Rent under
this Lease, and (y) a third party undertakes or is granted any right to assign
or attempt to assign this Lease or sublet or attempt to sublet all or any
portion of the Demised Premises, shall be deemed an assignment of this Lease and
subject to the provisions of this Article, including, without limitation,
subparagraph (A) hereof. For purposes of this subparagraph, the term "Minimum
Net Worth" shall mean the Tenant's net worth as of the date hereof.
Notwithstanding anything to the contrary contained herein, the transfer of stock
to any family member or members of the shareholders of Tenant who as of the date
hereof own a minimum of fifty-one (51%) percent of the outstanding shares of
Tenant (the "Major Shareholders"), or to any trust established for the benefit
of one or more of the family members of the Major Shareholders shall not in any
event be treated as an assignment of thins Lease and Landlord's consent shall
not be required therefor. Notwithstanding anything to the contrary contained in
this Lease, the transfer of outstanding capital stock or other listed
equal./interests, or the purchase of outstanding capital stock or other listed
equity interests, or the purchase of equity interests issued in an initial
public offering of stock, through the "over-the-counter" market or any
recognized national or international securities exchange shall not constitute an
assignment or transfer for purposes of this Lease.

                  (C) Subject to the provisions of Section 47 (B)(vii), each
permitted assignee shall assume and bE deemed to have assumed this Lease and
shall be and remain liable jointly and severally with Tenant for the payment of
the Minimum Rent and Additional Rent and for the due performance of all the
terms, covenants, conditions and agreements herein contained on Tenant's part to
be performed for the term of this Lease and any renewals and modifications
hereof. No assignment shall be binding on Landlord unless, as hereinbefore
provided, such assignee or Tenant shall deliver to Landlord a duplicate original
of the instrument of assignment which contains a covenant of assumption by the
assignee of all of the obligations aforesaid and shall obtain from Landlord the
aforesaid written consent prior thereto. Any assignment, sublease or agreement
permitting the use and occupancy of the premises to which Landlord shall not
have expressly consented in writing shall be deemed null and void and of no
force or effect.

                  (D) Tenant agrees that notwithstanding any subletting or
assignment permitted by Landlord, no other and further subletting of the Demised
Premises by Tenant or any person or entity claiming through or under Tenant
shall or will be made except upon compliance with and subject to the provisions
of this Article.

48. TENANT'S CERTIFICATE: Tenant shall, without charge at any time and from time
to time, within ten (10) days after request by Landlord, certify by written
instrument, duly executed, acknowledged and delivered and given with the express
knowledge that any party may rely on the information set forth in said
instrument, to any mortgagee, assignee of any mortgage or to any


                                       11

<PAGE>

purchaser, or any proposed mortgagee, assignee of any mortgage or purchaser, or
any other person, firm or corporation specified by Landlord'

                  (A) that this Lease is unmodified and in full force and effect
(or, if there has been modification, that the Lease is in full force and effect
as modified and stating the modifications) and that both the Landlord and the
Tenant are not then in default under this Lease (or, if there has been a
default, stating the default(s), if any);

                  (B) whether or not there are then existing any setoffs or
defenses against the enforcement of any of the agreements, terms, covenants or
conditions hereof upon the part of Tenant to be performed or complied with (and,
if so, specifying the same);

                  (C) the dates, if any, to which the rental, additional rental
and other charges hereunder have been paid in advance, and stating the rental,
additional rent and other charges provided for in the Lease;

                  (D) the commencement date and expiration date of the Lease;

                  (E) whether or not any rental has been paid more than 30 days
before the due date, and whether or not the Tenant has any unsatisfied claim
against Landlord;

                  (F) the security deposit (if any) deposited by Tenant under
the Lease;

                  (G) whether any actions, whether voluntary or otherwise, are
pending against the Tenant under the bankruptcy laws of the United States or any
state thereof; and

                  (H) whether the Tenant has any option to renew or expand the
term of the Lease or the leased premises, as the case may be, and whether the
Tenant has any right of first refusal to purchase (or lease) the Demised
Premises or any part thereof or the Building in which the Premises are located.

                  In the event that Tenant fails to deliver to Landlord the
aforesaid certificate within the time period described hereinabove, then Tenant
herein unconditionally agrees that it shall be liable on demand to pay Landlord
the sum of $750.00 for each day that Tenant is late in delivering the aforesaid
certificate to Landlord, such sum to be as and for Landlord's full and complete
liquidated and agreed monetary damages suffered by reason of Tenant's failure to
timely deliver an estoppel certificate to Landlord. In addition to the
foregoing, Landlord reserves the right to exercise any further rights or
remedies available to it under the Lease, at law or equity by reason of Tenant's
default hereunder.

49. EXCULPATORY CLAUSE: If Landlord shall be an individual, joint venture,
limited liability company, tenancy-in-common, co-partnership, unincorporated
association, or other unincorporated aggregate of individuals and/or entities,
or a corporation, Tenant shall look only to such Landlord's estate and property
in the Building and, where expressly so provided in this Lease, to offset
against the rents payable under this Lease, for the satisfaction of Tenant's
remedies for the collection of a judgment (or other judicial process) requiring
the payment of money by Landlord in the event of any default by Landlord
hereunder, and no other property or assets of such Landlord shall be subject to
levy, execution or other enforcement procedure for the satisfaction of Tenant's
remedies under or with respect to this Lease, the relationship of Landlord and
Tenant hereunder or Tenant's use or occupancy of the Demised Premises.

50. BROKER: Both parties covenant, warrants and represents that there was no
broker instrumental in consummating this lease other than Cushman & Wakefield,
Inc. and Insignia/ESG (collectively, the "Broker"), and no conversations or
negotiations were had with any other broker concerning the renting of the
Demised Premises. Both parties agree to indemnify, defend and hold and save the
other party harmless against any and all liability from any claims of any other
broker who claims to have dealt with the other party (including, without
limitation, the cost of counsel fees in connection with the defense of any such
claims in connection with the renting of the Demised Premises).


                                       12

<PAGE>

51. CONFLICT OF TERMS: In the event any term, covenant, condition or agreement
contained in this rider to the Lease shall conflict or be inconsistent with any
term, covenant, condition or agreement contained in the printed portion of this
Lease, then the parties agree that the rider provision shall prevail.

52. TENANT'S REMEDIES: With respect to any provision of this Lease which
provides, in effect, that Landlord shall not unreasonably withhold or
unreasonably delay any consent or any approval, Tenant in no event, shall be
entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any
claim, for money damages; nor shall Tenant claim any money damages by way of
setoff, counterclaim or defense, based upon any claim or assertion by Tenant
that Landlord has unreasonably withheld or unreasonably delayed any consent or
approval; but Tenant's sole remedy shall be an action or proceeding to enforce
any such provision, or for specific performance, injunction or declaratory
judgment.

53. NO EXCESSIVE NOISE: Tenant agrees that it will use the Demised Premises and
will perform all work required or permitted hereunder in such a manner so as not
to creme any excessive noise which disturbs any of the other tenants of the
Building or persons occupying adjacent and neighboring premises.

54. LABOR REGULATIONS: Tenant covenants and agrees that prior to and throughout
the demised term, it shall not take any action which would violate Landlord's
union contract, if any, affecting the Building, nor create any work stoppage,
picketing, labor disruption or dispute, or any interference with the business of
the Landlord or any other tenant or occupant in the Building or with the rights
and privileges of any person(s) lawfully in said Building, nor cause any
impairment or reduction of the good name of the Building. Any default by Tenant
under this Article shall be deemed a material default entitling Landlord to
exercise any or all of the remedies as provided in this Lease.

55. CONTROL OF TENANT: If the Tenant is a corporation (other than one whose
shares are regularly and publicly traded on a recognized stock exchange),
partnership or other entity other than an individual, Tenant represents that the
ownership and power to vote the majority of its entire outstanding capital stock
or other controlling interest (collectively "Controlling Interest") belongs to
and is vested in the person(s) executing this Lease or members of his or their
immediate family.

56. ADDENDUM TO ARTICLE 22: If Tenant shall default in surrendering the Demised
Premises upon the expiration or termination of the term, Tenant's occupancy
subsequent to such expiration or termination, whether or not with the consent or
acquiescence of Landlord, shall be deemed to be that of a tenancy at will and in
no event from month-to-month or from year-to-year, and it shall be subject to
all the terms, covenants and conditions of this lease applicable thereto, except
the Minimum Rent and Additional Rent payable under this Lease shall be 175% of
the amount payable in the last year of the terns, and no extension or renewal of
this Lease shall be deemed to have occurred by such holding over.

57. ADDENDUM TO ARTICLE 18: Should Tenant fail to pay within five (5) days of
when due any installments of Minimum Rent, Additional Rent, or any other sum
payable to Landlord under J the terms of this Lease, then a late charge in the
amount of $0.10 per $1.00 due shall be added to the sum due and shall be deemed
Additional Rent hereunder. If Tenant shall issue a check to Landlord which is
returnable unpaid for any reason, Tenant shall pay Landlord an additional charge
of $100.00 for Landlord's expenses in connection therewith. If Tenant shall
default (i) in the timely (5 days) payment of Fixed Rent or Additional Rent for
any three (3) consecutive months or for a total of six (6) months in any period
of twelve (12) months then, notwithstanding, that such defaults shall have each
been cured within the applicable period, if any, any further similar default
shall be deemed to be deliberate and Landlord thereafter may serve Tenant with a
three (3) days' notice of termination without affording to Tenant an opportunity
to cure such further default at which time the term of this Lease shall
terminate as if that day were the Expiration Date.

58. ENTIRE AGREEMENT: No earlier statement or prior written matter shall have
any force or effect. Tenant agrees that it is not relying on any representations
or agreements other than those


                                       13

<PAGE>

contained in this Lease. This agreement shall not be modified or canceled except
by writing subscribed by all parties.

59. SAVING PROVISION: If any provision of this Lease, or its application to any
situation shall be invalid or unenforceable to any extent, the remainder of this
Lease, or the application thereof to situations other than that as to which it
is invalid or unenforceable, shall not be affected thereby, and every provision
of this Lease shall be valid and enforceable to the fullest extent permitted by
law.

60. LEASE NOT BINDING UNLESS EXECUTED: Submission by Landlord of the within
Lease for execution by Tenant shall confer no rights nor impose any obligations
on either party unless and until both Landlord and Tenant shall have executed
this Lease and duplicate originals thereof shall have been delivered to the
respective parties.

61. [Intentionally Omitted.]

62. WAIVER OF JURY TRIAL AND RIGHT TO COUNTERCLAIM. Tenant hereby waives all
right to trial by jury in any summary or other action, proceeding or
counterclaim arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, the Demised Premises and the use and
occupancy thereof, any claim of injury or damages, and any emergency statutory
or other statutory remedy. Tenant also hereby waives all right to assert or
interpose a counterclaim in any summary proceeding or other action or proceeding
to recover or obtain possession of the Demised Premises.

63. INJUNCTIVE RELIEF: In the event of a breach or threatened breach by Tenant
of any of the covenants or provisions of this Lease, Landlord shall have the
right of injunction and the right to invoke any remedy allowed at law or in
equity as if re-entry, summary proceedings and other remedies were not herein
provided for. Mention in this Lease of any particular remedy shall not preclude
Landlord from any other remedy, at law or in equity. Tenant hereby expressly
waives any and all rights of redemption granted by or under any present or
future laws in the event of Tenant's being evicted or dispossessed, or in the
event of Landlord's obtaining possession of the Demised Premises by reason of
Tenant's violation of the provisions of this Lease. Tenant further agrees that
it shall not interpose any counterclaim or counterclaims in a summary proceeding
or in any other action or proceeding to evict the Tenant or otherwise recover
possession of the Demised Premises and Tenant hereby waives the right to
interpose any noncompulsory counterclaim or noncompulsory counterclaims in any
such proceeding(s).

64. RECORDATION: Tenant covenants not to place this Lease on record or to record
this Lease without the prior written consent of Landlord. At the request of
Landlord, Tenant will execute a memorandum of lease for recording purposes
containing references to such provisions of this Lease as Landlord, in its sole
discretion, shall deem necessary.

65. ATTORNEYS' FEES: Tenant agrees to pay Landlord upon demand, as an Additional
Rental, a sum equal to all costs and expenses (including attorneys' fees, costs
of investigation and disbursements) incurred by Landlord in enforcing any or all
of its rights hereunder, specifically including the cost of collecting sums due,
whether or not an action or proceeding is commenced, or levying and collecting
on any judgment or arbitration award in Landlord's favor. Landlord agrees to
indemnify Tenant for reasonable legal fees incurred by Tenant in enforcing its
rights hereunder after a non-appealable, final judgment is rendered against
Landlord.

66. FORCE MAJEURE: In the event that either party hereto shall be delayed or
hindered in or prevented from the performance or any act required hereunder
other than Tenant's obligation to pay rent by reason of strikes, lockouts, labor
troubles, failure of power, riots, insurrection, war or other reason of like
nature not the fault of the party delayed in performing work or doing acts, such
party shall be excused for the period of delay. The period of performance of any
such act shall then be extended for the period of such delay.

67. [Intentionally Omitted.]

68. [Intentionally Omitted.]


                                       14

<PAGE>

69. [Intentionally Omitted.]

70. AIR CONDITIONING/HEATING:

                  (A) Landlord shall provide to the Demised Premises air
conditioning and heating of sufficient capacity to service the Demised Premises
for normal office use only.

                  (B) Tenant acknowledges that the air conditioning and heating
service to the Demised Premises will be provided only during normal working
hours (8:00 AM to 6:00 PM) on normal weekdays only. Tenant shall notify Landlord
not less than two (2) days in advance in the event Tenant shall require air
conditioning or heating after 6:00 PM on a normal weekday. In the event Landlord
is able to supply air conditioning or heat during such period, Tenant shall pay
to Landlord $450.00 per hour for after hours charges after 6:00 PM on a normal
weekday and for each hour of time on any weekend day for providing air
conditioning or heat to the Demised Premises during such after hours or weekend
periods.

                  In the event Landlord is unable to provide the electrical/air
conditioning and heating services for a period in excess of fifteen (15)
consecutive days, and as a result thereof, all or any material portion of the
Demised Premises is rendered unusable for Tenant's business at the Demised
Premises, the Minimum and the Additional Rent shall be abated to the extent and
for the period that all or any material portion of the Demised Premises is so
rendered unusable. In the even that Landlord is unable to provide the services
for any period in excess of one hundred eighty (180) consecutive days, Tenant
shall have the right, exercisable within twenty (20) days after the expiration
of said one hundred eighty (180) day period, to terminate this Lease by written
notice to Landlord.

                  (C) Landlord has installed one supplemental air-conditioning
unit ("Supplementary Unit") to service the Demised Premises.

                  (a) the electricity used in connection with the usage of the
Supplementary Unit shall be separately submetered by Tenant at its sole cost and
expense (and a separate submeter shall be installed by Tenant at its sole cost
and expense) and paid separately by Tenant and consumption of electricity for
same shall be measured and billed to Tenant in accordance with Landlord's
requirements. As payment for the aforesaid Electricity charges, Tenant shall pay
to Landlord within ten (10) days of receipt of Landlord's bill therefor, as
Additional Rent, the sum of (i) an amount determined by applying the "Electric
Rate" to Tenant's consumption of and demand for electricity for its usage of the
Supplemental Unit as recorded on the submeter or submeters installed by Tenant
as above set forth, and (ii) Landlord's administrative charge of seven (7%)
percent of the amount referred to in (i) above for overhead and supervision and
charges therefor. Bills for same may be rendered monthly at such times as
Landlord may elect and, commencing on the earlier of(i) Tenant's occupancy of
all or any portion of the Demised Premises, or (ii) the Commencement Date of the
term of this lease, the amounts as computed from meter readings shall be deemed
to be, and be paid as, Additional Rent without set-off or deduction.

                  For the purposes of this Article, Landlord and Tenant agree
that:

                    (1) The term "Electric Rate" (including all applicable
                    surcharges, demand charges, energy charges, fuel adjustment
                    charges, time of day charges, taxes and other sums payable
                    in respect thereof) shall mean the Service Classification
                    pursuant to which Landlord purchases electricity from the
                    utility company servicing the Building, provided, however,
                    at no time shall the amount payable by Tenant for
                    electricity be less than the Cost per Kilowatthour
                    (hereinafter defined).

                    (2) The term "Cost per Kilowatthour" shall mean the total
                    cost for electricity incurred by Landlord to service the
                    Building during a particular time period (including all
                    applicable surcharges, demand charges, energy charges, fuel
                    adjustment charges, time of day charges, taxes and other
                    sums payable in


                                       15

<PAGE>

                    respect thereof) divided by the total kilowatthours
                    purchased by Landlord during such period;

                  (b) Upon the expiration or sooner termination of the term of
the Lease, the Supplementary Unit shall become Landlord's sole property. Tenant
hereby indemnifies and holds Landlord harmless for any and all damage to the
Building caused by the maintenance of the aforesaid Supplemental Unit on the
Building. Prior to installation, Tenant will obtain insurance to protect
Landlord against any damage by reason of the foregoing, and will deliver
insurance certificates naming Landlord as an additional insured under such
policy prior to commencing installation;

                  (c) Landlord shall not in any way be liable or responsible to
Tenant for any loss or damage or expense which Tenant may sustain or incur if
either the quantity or character of electric service is changed or is no longer
available or suitable for Tenant's requirements. Tenant's use of electric
current in the Demised Premises shall not at any time exceed the capacity of any
of the electrical conductors and facilities in or otherwise serving the Demised
Premises.

71. CLEANING: Landlord shall provide, at is sole cost and expense, cleaning
services for the Demised Premises in accordance with building standard
specifications.

72. SECURITY. (A) (i) Tenant has deposited with Landlord the sum of; $80,000.00
upon the execution of this Lease, as security for the performance by Tenant of
all of the terms, covenants and conditions of this Lease on Tenant's part to be
performed. Landlord shall have the right, upon the expiration of the required
notice and cure periods under the Lease and regardless of the exercise of any
other remedy Landlord may have by reason of a default, to apply any part of said
deposit to cure any default of Tenant, and, if Landlord does so, Tenant shall
upon five (5) day demand deposit with Landlord the amount so applied so that
Landlord shall have the full amount of the security ($80,000.00) during the term
of this Lease subject to the provisions of subparagraph (B) hereinbelow. If
Tenant shall fail to make such deposit, Landlord shall have the same remedies
for such failure as Landlord has for a default in the payment of Minimum Rent.
In the event of an assignment or transfer of the leasehold estate under the
Lease, (a) Landlord shall have the right to transfer the security to the
assignee only upon such assignment or transfer, (b) Landlord shall thereupon be
automatically released by Tenant from all liability for the return of such
security, and (c) Tenant shall look solely to the assignee for the return of
said security, and the foregoing provisions of this sentence shall apply to
every transfer made of the security to a new assignee of Landlord's interest in
the Lease. The security deposited under this Lease shall not be assigned or
encumbered by Tenant without the prior consent of Landlord, and any such
assignment or encumbrance shall be void. Landlord and Tenant acknowledge and
agree that Tenant hereby waives any right, whether statutory or otherwise, to
any interest earned on said security, and Tenant shall in no event be entitled
to interest on said security.

                  (ii) Upon the expiration of the eighteenth (18th) month
anniversary of the Rent Commencement Date of this Lease, provided that this
Lease remains in full force and effect, and the original Tenant named herein
remains in possession of the Demised Premises and is not then in default under
this Lease after the expiration of any applicable grace periods expressly stated
in this Lease, the Landlord shall return to Tenant a portion of the security
deposit held by Landlord in the amount of an equivalent of two (2) months of the
current Minimum Rent under this Lease. Landlord shall have the option of either
remitting a check to Tenant for this sum within 30 days of Tenant's written
request to Landlord together with substantiating documentation proving its
entitlement thereto pursuant to the terms hereof, and failing such remission by
Landlord the Tenant shall be entitled to credit same against the next recurring
installments of Minimum Rent which may be due during the term of this Lease.

                  (iii) In the event that a Letter of Credit has been delivered
by Tenant to Landlord pursuant to subparagraph (B) hereinbelow, any reduction in
or return of security mandated by subparagraphs (A)(i) and (ii) hereinabove may
be implemented by Tenant delivering to the Landlord a replacement Letter of
Credit in the reduced amount indicated in subparagraphs (A)(i) and (ii)
hereinabove provided such replacement Letter of Credit is acceptable to the
Landlord.


                                       16

<PAGE>

                  (B) (i) In lieu of a cash security deposit or, within ninety
(90) days of the date hereof, time being of the essence, Tenant may replace the
cash security deposit by delivering to Landlord a clean, automatically self
renewing, non-expiring, irrevocable letter of credit in the original amount of
$80,000.00 (the "Letter of Credit") to be issued to Landlord by a New York-based
federally-insured lending institution acceptable to Landlord. The letter of
credit shall unequivocally state on its face that it shall be effective and in
place for a period commencing on the Commencement Date and finally expiring on a
date no less than sixty (60) days subsequent to the Expiration Date (the "LOC
Expiration Date"). In the event that for any reason whatsoever the Letter of
Credit shall expire or shall fail to be renewed or replaced within 90 days prior
to the LOC Expiration Date or any prior or subsequent renewal date (automatic or
otherwise), then Tenant herein unconditionally acknowledges that (i) Landlord
shall have the unconditional right at any time to draw upon the existing Letter
of Credit and to hold such sums until the LOC Expiration Date as cash security
for Tenant's performance under this Lease and (ii) at Landlord's option, such
failure shall be deemed to be a material default by Tenant under this Lease and
Landlord shall have all of its remedies thereof under the Lease, at law and at
equity. Tenant shall ensure that the foregoing sentence shall appear "in bold"
on the face of the letter of credit. Tenant acknowledged that Landlord shall be
entitled to retain the Letter of Credit until the LOC Expiration Date.

                  (ii) In the event Tenant shall default during the period in
which the Letter of Credit shall be in place after the expiration of any
applicable grace periods expressly stated in this Lease, Landlord shall have the
right, and regardless of the exercise of any other remedy Landlord may have by
reason of a default, to immediately draw against the Letter of Credit to the
extent necessary to cure the amount of any default and to apply any part of said
Letter of Credit to the extent necessary to cure any default of Tenant, and, if
Landlord does so, Tenant shall upon demand issue a new Letter of Credit in favor
of Landlord in the face amount of the original amount so drawn down so that
Landlord shall at all times have the full amount of the Letter of Credit
required under this Article during the entire term of this Lease. If Tenant
shall fail to issue such new Letter of Credit, Landlord shall have the same
remedies for such failure as Landlord has for a default in the payment of
Minimum Rent. Landlord's right to draw on the Letter of Credit shall continue
for so long as Tenant shall remain in default.

                  (iii) In the event of an assignment or transfer by the
Landlord of the leasehold estate under the Lease, (a) Landlord shall have the
right without any charge, cost, fee or expense charged to any party, to transfer
or assign the Letter of Credit to the assignee by delivering to said assignee a
blanket assignment of said Letter of Credit (using a form acceptable to Landlord
in its sole discretion), (b) Landlord shall thereupon upon such transfer be
automatically released by Tenant from all liability, if any, for the return of
such Letter of Credit, and (c) Tenant shall look solely to the assignee for the
return of said Letter of Credit, and the foregoing provisions of this sentence
shall apply to every transfer made of the Letter of Credit to a new assignee of
Landlord's interest in the Lease. The Letter of Credit issued under this Lease
shall not be assigned or encumbered by Tenant or by the issuing bank without the
prior consent of Landlord, and any such assignment or encumbrance shall be void.

                  (iv) The Letter of Credit may not be automatically
self-reducing on its face, but may be replaced and reduced by Tenant to comply
with the express provisions of subparagraphs (A) (i) and (ii) hereinabove
provided such replacement Letter of Credit is acceptable to the Landlord.

                           SIGNATURE PAGE TO FOLLOW


                                       17

<PAGE>

                  IN WITNESS WHEREOF, Owner (Landlord) and Tenant have
respectively executed this Lease as of the day anti year first above written.

                   LANDLORD

                   CROWN LEXINGTON LLC

                   By: Crown 360 Associates, L.P., member

                   By: Crown 360 Corp., general partner

                   By:      /s/ Davar Rad
                      ---------------------------------------------
                            Davar Rad, President

                   TENANT

                   INTRAWARE, INC.

                   By:
                      ---------------------------------------------
                            Donald Freed,
                            Chief Executive Officer and Executive Vice-President


                                       18