INTRAWARE, INC.    CHANGE OF CONTROL SEVERANCE AGREEMENT

This Change of Control Severance Agreement (the "Agreement") is made and entered into by and between            (the "Employee") and
Intraware, Inc. (the "Company"), effective as of the latest date set forth by the signatures of the parties hereto below.

R E C I T A L S

A.  It
is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control as a means of
enhancing stockholder value. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider
alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and
objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

B.  The
Board believes that it is in the best interests of the Company and its stockholders to provide the Employee with an incentive to continue his employment and to
motivate the Employee to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

C.  The
Board believes that it is imperative to provide the Employee with certain severance benefits upon Employee's termination of employment following a Change of
Control which provides the Employee with enhanced financial security and provides incentive and encouragement to the Employee to remain with the Company notwithstanding the possibility of a Change of
Control.

D.  Certain
capitalized terms used in the Agreement are defined in Section 6 below.

The
parties hereto agree as follows:

1.Term of Agreement.This Agreement shall terminate upon the date that all obligations of the parties
hereto with respect to this Agreement have been satisfied.

2.At-Will Employment.The Company and the Employee acknowledge that the Employee's
employment is and shall continue to be at-will, as defined under applicable law. If the Employee's employment terminates for any reason, including (without limitation) any termination
prior to the announcement of a Change of Control, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation except for those payments that may be available in
accordance with the Company's established employee plans and practices or pursuant to other agreements with the Company.

3.Severance Benefits.



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4.Attorney Fees, Costs and Expenses.The Company shall reimburse Employee for the reasonable attorney
fees, costs and expenses incurred by the Employee in connection with any action brought by Employee to enforce his rights hereunder, provided such action is not decided in favor of the Company.

5.Limitation on Payments.

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(a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute "parachute payments"
within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section 5, would be subject to the excise tax imposed by
Section 4999 of the Code, then the Employee's severance benefits under Section 3(a)(1) shall be either



whichever
of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Employee
on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the
Code. Any taxes due under Section 4999 shall be the responsibility of the employee.

(b) If
a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with
the provisions of Section 5(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits
(including but not limited to the number of options that would vest under Section 3(a)) subject to reasonable limitations (including, for example, express provisions under the Company's benefit
plans) (so long as the requirements of Section 5(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in
accordance with the provisions of Section 5(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the
Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 5(a), amounts previously paid to the Employee exceed the amount to which the
Employee is entitled, the Employee will promptly return the excess amount to the Company.

(c) Unless
the Company and the Employee otherwise agree in writing, any determination required under this Section 5 shall be made in writing by the Company's
Accountants immediately prior to Change of Control, whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations
required by this Section 5, the Accountants may, after taking into account the information provided by the Employee, make reasonable assumptions and approximations concerning applicable taxes
and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information
and documents as the Accountants may reasonably request in order to make a determination under this Section. The
Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5.

6.Definition of Terms.The following terms referred to in this Agreement shall have the following
meanings:



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7.Successors.

(a)Company's Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger,
consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the
obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this
Agreement, the term "Company" shall include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) or which
becomes bound by the terms of this Agreement by operation of law.

(b)Employee's Successors. The terms of this Agreement and all rights of the Employee hereunder shall inure to the
benefit of, and be enforceable by, the Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8.Notice.



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9.Miscellaneous Provisions.



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IN
WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

|COMPANY  |  | INTRAWARE, INC.
|-------- |  | ---------------
|         |  | By:            
|         |  | Title:         
|         |  | Date:          
|EMPLOYEE |  |                
|         |  | Date:          

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