Exhibit 10.1


 


AMENDMENT
ONE


to


SALES ALLIANCE AGREEMENT


between


SOFTWARE SPECTRUM, INC.


(as successor-in-interest to CorpSoft, Inc.)


and


INTRAWARE, INC.


 


This Amendment One (“Amendment One”) amends the Sales Alliance
Agreement dated June 28, 2001 between Software Spectrum, Inc., as
successor-in-interest to CorpSoft, Inc. (“Spectrum”) and Intraware, Inc.
(“Intraware”), and any prior amendments thereto (the “Agreement”).


 


1.               Term Extension.  The parties hereby agree to extend the term
of the Agreement for an additional year, through June 30, 2004.


 


2.               Operating Income.  Section 9.2 of the Agreement is deleted in
its entirety and replaced with the following:


 


9.2           Spectrum Operating Income


 


Spectrum and Intraware
agree to **** Operating Income derived by Spectrum from all sales of Sun
Software by Spectrum and Intraware under this Agreement.  It is the intent of Spectrum and Intraware
that sales of Sun Software include any such sales by their respective
affiliates, resellers, distributors, agents, dealers, or representatives.


 


As used herein:


 


“Operating Income” means
the Gross Profit, less (i) the expenses listed in the first paragraph of
Exhibit B – Intraware Representatives (as amended), (ii) the SubscribeNet Fee,
(iii) the Spectrum Back Office Fee, and (iv) the Spectrum sales commission.


 


“Gross Profit” means the
total revenue payable to Spectrum for all Qualified Orders for Sun Software,
less all taxes in connection with the orders, shipping, credits, returns, and
amounts payable to Sun or its distributor for Sun Software.


 


“SubscribeNet Fee” means
the amount set forth in Exhibit B, as amended.


 


“Spectrum Back Office
Fee” means **** of the Gross Profit for a given month.


 


“Spectrum sales
commission” means **** of the Gross Profit for a given month.


 


“Sun Software” means all
Sun Microsystems, Inc. software.


 


All Operating Income
disbursements shall be paid thirty (30) days following the end of each calendar
quarter.    The parties agree that the
formula or basis used to establish Operating Income and costs of sales and
expenses may need to be amended from time to time by written agreement signed
by both parties, and the parties agree to work together, in good faith, to make
such adjustments.


 


3.               To conform with
above changes, the third sentence of Section 2.2 of the Agreement is deleted in
its entirety and replaced with the following:


 












  **** Confidential treatment has been
requested for this portion.  The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.


 


1

















 


For the duration of this Agreement, it is the
intention of Spectrum and Intraware that each party benefit and share equally
in the Operating Income (as defined in Section 9.2 below) resulting from the
sales alliance herein.


 


4.               Auditor
Confirmations.  The following is
added at the end of Section 9.4:  “Each
party shall respond in a reasonably timely manner to requests by the other
party’s outside auditors for confirmation of a party’s payment obligations
under this Agreement.”


 


5.               Exhibit B.  Exhibit B to the Agreement is deleted in its
entirety and replaced with Exhibit B attached hereto.


 


6.               Subject to the
above modifications, the Agreement shall remain in full force and effect.


 


	
  SOFTWARE
  SPECTRUM, INC.

  	
   

  	
  INTRAWARE,
  INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  



 


Effective Date of this Amendment One: 
April 1, 2003


 


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EXHIBIT B


 


Compensation


 


Except as otherwise
indicated, capitalized terms used in this Exhibit shall have the meanings
ascribed to them in the Agreement, as amended.


 


•                  Intraware
Representatives:


 


Spectrum shall reimburse
Intraware for the following costs associated with the Sales Representatives
(“Reps”) listed by title in the attached Schedule 1:  the Rep’s base salary, commissions,
benefits, and overhead costs, as detailed in the attached Schedule 1.  The parties anticipate that Schedule 1
will be amended from time to time; provided, however that no updated Schedule
1 shall be effective unless it is signed by authorized representatives of
both parties.


 


The parties anticipate that Spectrum’s reimbursement to Intraware for
the Reps listed in Schedule 1 will be in the amount of approximately
**** per quarter, or **** per year. 
Intraware will invoice Spectrum for the actual amount of the
reimbursement monthly, and such invoices will be payable in accordance with
Section 9.1.1 of the Agreement. 
Notwithstanding anything to the contrary in this Exhibit B, in no
event will the amount invoiced by Intraware to Spectrum for such reimbursement
exceed **** for any quarter, without Spectrum’s prior approval.


 


•                  Revenue
- Profit Sharing:


 


See Section 9.2.


 


•                  SubscribeNet
Fee


 


As a fee for the SubscribeNet service, Spectrum shall pay to Intraware
eighteen and one-half percent (18.5%) of the Gross Profit from sales of Sun
Software during the term of the Agreement.  
Such SubscribeNet service fee shall be paid by Spectrum fifteen (15)
days following the end of each month.


 


 












  **** Confidential treatment has been
requested for this portion.  The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.


 


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SCHEDULE
1


to


EXHIBIT
B


 


Updated 5/30/03


 


****


 


	
  SOFTWARE
  SPECTRUM, INC.

  	
   

  	
  INTRAWARE,
  INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  



 












  **** Confidential treatment has been
requested for this portion.  The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.


 


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