**Exhibit 10.35**

 

 

RichardNorthing

Intraware, Inc.

25Orinda Way

Orinda,CA 94563

 

DearRichard:

 

Asa valuable member of the Internal Control Project Steering Committee, I wouldlike to thank you on behalf of Intraware. The talent and dedication you bring to the team will determine Intraware’ssuccess in the Internal Control Project.

 

Theextraordinary service you are providing above your normal job duties isappreciated.  Intraware would like toacknowledge that service in the form of a bonus to you.

 

Followingis:

•                  your total target payout amount

•                  your list of deliverables to be completed ormilestones to be achieved for payout

•                  the due date for the deliverable

•                  the percentage of the total target payout amountto be paid at each payout date

•                  the payout amount for each payout date

•                  the anticipated date of the payout should the objectivebe met and measurements completed

 

**Total targetbonus amount:               $15,000.00**

 
| **Deliverables to be Completed or Milestones to be Achieved**                                                                                                              | ** ** | **Due Date** | ** ** | **Payout  Percent** | ** ** | **Payout  Amount** | ** ** | **Anticipated  Payout Date** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|---------------------|------------|--------------------|------------|------------------------------|------------|
| Approve IT and Engineering capital and  expense budget for all of 404 and SAS 70; submit to CFO 11/30/04.                                                                       |       | 1/7/05       |       | 50%                 |       | $                  | 7,500.00   |                         | 3/15/05    |   |
| Complete Readiness Assessment with Deloitte  for Type I SAS 70 in December and terminate Contractor Support from  Resources Connection no later than January 7, 2005. |       | 1/7/05       |       | “              |       | “             |       | “                       |       |
| Review IT Process Documentation and  policies and procedures in policy IQ. Incorporate IT Governance into  appraisal process.                                                   |       | 1/30/05      |       | “              |       | “             |       | “                       |       |
| Complete remediation associated with PWC  FY04 Management Comment Letter on time throughout FY05.                                                                               |       | 2/28/05      |       | “              |       | “             |       | “                       |       |
| Complete SAS 70 Type 2 Audit no later than  September 2005. Bonus payable within 15 days or receipt of a  non-qualified SAS 70 Type 2 report.                              |       | 9/30/05      |       | 50%                 |       | $                  | 7,500.00   |                         | 10/15/05   |   |
| Effectively manage group’  s effort to support SOX 404 deliverables communicated by Project  Manager through Q305.                                                         |       | 9/30/05      |       | “              |       | “             |       | “                       |       |
| SOX 404 and SAS 70 effort completed within  budget. Develop and deliver IT Governance communication plan to IT and  Engineering.                                                |       | 9/30/05      |       | “              |       | “             |       | “                       |       |

 

Weexpect success in all areas.  However, payoutfor the bonus is not an “all or nothing” condition.  Should deliverables not be completed ormilestones not be achieved, payout will be determined by amount of control youhad in the outcome of a deliverable or milestone, percentage of task accomplished,as well as other factors.  Intrawareretains the right, at the discretion of the CFO and the HR Director, todetermine the amount of payout in these cases.

 

Youmust be employed at Intraware at the time of the payout in order to receive thebonus.

 

Again,thank you for your commitment to this project and to Intraware.

 
| Sincerely,                 |
|----------------------------|
|                       |
| /s/  MELINDA ERICKS        |   |
|                       |
| Melinda  Ericks            |
| Director,  Human Resources |

 

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