**Exhibit 10.34**

 

 

JohnMoss

Intraware, Inc.

25Orinda Way

Orinda,CA 94563

 

DearJohn:

 

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 payoutamount to be paid at each payout date

•                  the payout amount for each payout date

•                  the anticipated date of the payout should theobjective be 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** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|---------------------|------------|--------------------|------------|------------------------------|------------|
| Legal & Board of Directors portion  of Environmental Assessment, Sales Fraud and Financial Reporting cycles  (complete and in policyIQ) |       | 11/30/04     |       | 75%                 |       | $                  | 11,250.00  |                         | 3/15/05    |   |
| Develop and Implement Department Governance  Plan consistent with Environmental Assessment and overall Corporate  Governance Initiative          |       | 2/28/05      |       | “              |       | “             |       | “                       |       |
| Round 1 and Round 2 operating effectiveness  testing completed. Successfully meet all project deliverables through Q306.                         |       | 9/30/05      |       | 25%                 |       | $                  | 3,750.00   |                         | 10/15/05   |   |
| Update Policy IQ information as needed  throughout Q306.                                                                                         |       | 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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