0001104659-05-001491 Sample Contracts

INTRAWARE, INC. DIRECTOR OPTION AGREEMENT
Director Option Agreement • January 14th, 2005 • Intraware Inc • Services-business services, nec • California

Intraware, Inc., (the “Company”), has granted to (the “Optionee”), an option to purchase a total of fifteen thousand (15,000) shares of the Company’s Common Stock (the “Optioned Stock”), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company’s 1998 Director Option Plan (the “Plan”) adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

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INTRAWARE, INC.
Stock Option Agreement • January 14th, 2005 • Intraware Inc • Services-business services, nec • California

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

INTRAWARE, INC.
Stock Option Plan • January 14th, 2005 • Intraware Inc • Services-business services, nec • California

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • January 14th, 2005 • Intraware Inc • Services-business services, nec

This Loan Modification Agreement is entered into as of September 20, 2004, by and between Intraware, Inc. (the “Borrower”) and Silicon Valley Bank (“Bank”).

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