EXHIBIT 10.28

LOGO

INDEPENDENT CONTRACTOR AGREEMENT

This Agreement (the "Agreement") is made as of April 15, 2001 (the "Effective Date"), by and between Intraware, Inc., a Delaware corporation with
a principal place of business at 25 Orinda Way, Orinda, CA 94563 ("Intraware"), and Mark P. Long, an individual residing at 1022 Sunrise Ridge Drive, Lafayette, CA 94549 (the "Independent
Contractor").

1.1 Scope of the Services.During the term of this Agreement, the Independent Contractor shall perform the services described in each
Engagement Addendum attached hereto as Exhibit A (the "Services").

1.2 Method of Performing the Services.The Independent Contractor will determine the method, details and means of performing the
Services.

1.3 Office Space and Support Staff.The Independent Contractor will be responsible for supplying his own office space but may perform
Services under this Agreement on Intraware's premises at Intraware's request. The Independent Contractor will be responsible for supplying his own office support staff, if any. Any and all personnel
hired by the Independent Contractor, as employees, consultants, agents or otherwise (collectively "Staff") shall be the responsibility of the Independent Contractor. The Independent Contractor will
inform all Staff in writing at the time that such Staff are hired by the Independent Contractors that such Staff are not employees of Intraware and that Intraware has no present or future obligation
to employ such Staff or provide such Staff with any
compensation and/or employment benefits. The Independent Contractor will be solely responsible for the acts of such Staff and the Staff will conduct their activities at the Independent Contractor's
risk, expense and supervision. The Independent Contractor warrants and covenants that the Staff shall be subject to all of the obligations applying to the Independent Contractor pursuant to this
Agreement and that each member of the Staff shall execute a copy of this Agreement.

1.4 Withholding, Taxes and Benefits.The Independent Contractor will be responsible for withholding, accruing and paying all income,
social security and other taxes and amounts required by law for the Consulting Fee (as defined below in Section 2.1) and all payments to the Staff, if any. The Independent Contractor will also
be responsible for all statutory insurance and other benefits required by law for the Independent Contractor and the Staff and all other benefits promised to the Staff by the Independent Contractor,
if any. The Independent Contractor shall provide Intraware with a completed W-9 form.

1.5 Proprietary Rights and Confidentiality.As a condition of this Agreement, Independent Contractor shall execute the "Contractor
Confidential Information, Invention Assignment and Arbitration Agreement" attached hereto as Exhibit B and made a part hereof by this reference.

2.1 Compensation.During the term of any Engagement Addendum, Intraware will pay the Independent Contractor the fee specified in such
Engagement Addendum (attached hereto as Exhibit A) (the "Consulting Fee"). The Consulting Fee shall constitute the Independent Contractor's

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sole compensation for the performance of the Independent Contractor's services under this Agreement. Intraware may offset any amount payable hereunder against any payments due from the Independent
Contractor pursuant to any other written agreement or arrangement.

3.1 Term.This Agreement shall be effective from the Effective Date written above until terminated as hereinafter provided (the
"Term"). Each Engagement Addendum attached hereto as Exhibit A shall remain in effect for the period specified in such Exhibit. The term of any Engagement Addendum may be extended for
additional periods of time upon the mutual agreement by the parties at any time prior to the expiration of the then-current term of such Engagement Addendum.

3.2 Termination.If no Engagement Addendum is in effect, either party may terminate this Agreement upon written notice to the other.

3.3 Effect of Termination and Survival.Upon the termination of this Agreement for whatever reason: (a) all obligations of the
parties hereunder shall cease; (b) Intraware shall pay the Independent Contractor all Consulting Fees due up to the date of such termination, except as otherwise provided in the applicable
Engagement Addendum; and (c) the Independent Contractor shall return to Intraware all Confidential Information (as defined in Exhibit B). The terms of this Section 3.3 and
Exhibit B shall survive the Term of this Agreement however terminated.

4.  Relationship Between Intraware and the Independent Contractor.On and after the Effective Date, the Independent Contractor and his
Staff, if any, shall at all times be and be deemed to be independent contractors of Intraware. Neither the Independent Contractor nor any of his Staff is an employee or agent of Intraware for any
purpose whatsoever, and shall not be entitled to paid vacation days, sick days, holidays or any other benefits provided to Intraware employees. The Independent Contractor agrees that no income, social
security or other taxes or amounts shall be withheld or accrued by Intraware for the Independent Contractor's benefit or for the benefit of his Staff and no statutory insurance shall be written by
Intraware on behalf of the Independent Contractor or the employees of the Independent Contractor. Neither the Independent Contractor nor any of his Staff shall, under any circumstances, have any
authority to act for or to bind Intraware or to sign the name of Intraware or to otherwise represent that Intraware is in any way responsible for his acts or omissions. Neither the Independent
Contractor nor his Staff has or have any authority to create any contract or obligation, express or implied, on behalf of, in the name of, or binding upon Intraware. It is anticipated that the
Independent Contractor will perform services as an independent contractor, employee, officer or director for parties other than Intraware during the Term.

5.1This Agreement cannot be assigned by either party without the other's prior written consent, except in connection with a merger,
reorganization or sale of substantially all of the assets of Intraware.

5.2This Agreement, including the Exhibits hereto, supersedes any and all agreements, either oral or in writing, between the parties
hereto with respect to the services of Independent Contractor, and contains all of the covenants and agreements between the parties with respect to such services in any manner whatsoever. Each party
to this Agreement acknowledges that no representations, inducement, promises or agreements, oral or otherwise, with regard to this Agreement or the services to be rendered under it have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein. The foregoing shall not be deemed to supersede or void any provision of that certain Confidential Termination and
Separation Agreement and General Release entered into between Intraware and the Independent Contractor on or about the date of this Agreement, or of any agreement between Intraware and the Independent
Contractor referenced therein.

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5.3No modification or waiver of this Agreement shall be binding unless in writing and signed by the parties hereto. The waiver by
either party of any breach by the other party of any of its obligations hereunder or the failure of such party to exercise any of its rights in respect of such breach shall not be deemed to be a
waiver of any subsequent breach.

5.4Any controversy between Intraware and the Independent Contractor and/or his Staff or between any employee of Intraware and the
Independent Contractor and/or his Staff, including, but not limited to, those involving the construction or application of any of the terms, provisions or conditions of this Agreement or otherwise
arising out of or relating to this Agreement, shall be settled by arbitration in accordance with the then-current commercial arbitration rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrator(s) may be rendered by any court having jurisdiction thereof. Intraware and the Independent Contractor shall share the costs of the arbitrator equally
but shall each bear their own costs and legal fees associated with the arbitration. The location of the arbitration shall be in San Francisco, California.

5.5This Agreement will be governed by and construed in accordance with the laws of the State of California.

5.6Any notice or other communication under this Agreement shall be considered given when delivered personally or delivered by first
class mail or express courier service (such as DHL Courier or Federal Express Courier) to the parties at their respective addresses set forth above (or at such other address as a party may specify by
notice made pursuant to the terms of this Section 5.8).

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

|INTRAWARE, INC. |  | MARK P. LONG
|--------------- |  | ------------
|By:             |  |             
|                |  |             
|Name:           |  |             
|                |  |             
|Title:          |  |             
|                |  |             

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EXHIBIT A    ENGAGEMENT ADDENDUM



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|INTRAWARE, INC. |  | MARK P. LONG
|--------------- |  | ------------
|By:             |  |             
|                |  |             
|Name:           |  |             
|                |  |             
|Title:          |  |             
|                |  |             

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EXHIBIT B

INTRAWARE, INC.

CONTRACTOR CONFIDENTIAL INFORMATION,  INVENTION ASSIGNMENT  AND ARBITRATION AGREEMENT

As a condition of the retention of Independent Contractor by Intraware, Inc., its subsidiaries, affiliates, successors or assigns (together
"Intraware"), and in consideration of Independent Contractor's receipt of consulting fees now and hereafter paid by Intraware, Independent Contractor agrees to the following. As used herein, the term
"Independent Contractor" shall include the Independent Contractor as well as any specific Independent Contractor personnel named at the end of this Agreement.

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2.  Inventions.



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3.Returning Intraware Documents. Independent Contractor agrees that, upon termination of the Independent Contractor's services for
Intraware, Independent Contractor will deliver to Intraware (and
will not keep in his possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints,
sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by it pursuant to his performance of services for Intraware or otherwise belonging
to Intraware, its successors or assigns, including, without limitation, those records maintained pursuant to paragraph 3(d). Upon termination of the Independent Contractor's services for
Intraware, Independent Contractor agrees to sign and deliver the "Termination Certification" attached hereto asAttachment 1.

4.Solicitation of Employees. Independent Contractor agrees that for a period of twelve (12) months immediately following the
termination of his relationship with Intraware for any reason, whether with or without cause, Independent Contractor shall not either directly or indirectly solicit, induce, recruit or encourage any
of Intraware's employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of Intraware, either for itself or for any
other person or entity.

6.Representations. Independent Contractor agrees to execute any proper oath or verify any proper document required to carry out the
terms of this Agreement. Independent Contractor represent that his performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired
by it in confidence or in trust prior to his retention by Intraware. Independent Contractor have not entered into, and Independent Contractor agrees it will not enter into, any oral or written
agreement in conflict herewith.

7.Remedies.Independent Contractor acknowledges that any breach of his obligations under this Agreement may result in
irreparable injury for which Intraware shall have no adequate remedy at law. Accordingly, if Independent Contractor breaches or threatens to breach any of Independent Contractor's obligations under
this Agreement, Intraware shall be entitled, without proving or showing any actual damage sustained, to a temporary restraining order, preliminary injunction, permanent injunction and/or order
compelling specific performance to prevent or cease the breach of Independent Contractor's obligations under this Agreement. Nothing in this Agreement shall be interpreted as prohibiting Intraware
from obtaining any other remedies otherwise available to it for such breach or threatened breach, including the recovery of damages.

8.Arbitration.Any controversy between Intraware and the Independent Contractor or between any employee of Intraware and the
Independent Contractor, including, but not limited to, those involving the construction or application of any of the terms, provisions or conditions of this Agreement or otherwise arising out of or
relating to this Agreement, shall be settled by arbitration in accordance with the then-current commercial arbitration rules of the American Arbitration Association, and judgment on the
award rendered by the arbitrator(s) may be rendered by any court having jurisdiction thereof. Intraware and the Independent Contractor shall share the costs of the arbitrator equally but shall each
bear their own costs and legal fees associated with the arbitration. The location of the arbitration shall be in San Francisco, California.

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9.  General Provisions.



10.Acknowledgements by Independent Contractor.The Independent Contractor acknowledges and agrees to each of the following items:



|INTRAWARE, INC. |  | MARK P. LONG
|--------------- |  | ------------
|By:             |  |             
|                |  |             
|Name:           |  |             
|                |  |             
|Title:          |  |             
|                |  |             

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ATTACHMENT 1  INTRAWARE, INC.  TERMINATION CERTIFICATION

This is to certify that Independent Contractor does not have in his possession, nor has Independent Contractor failed to return, any devices, records, data,
notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items
belonging to Intraware, Inc., its subsidiaries, affiliates, successors or assigns (together, the "Intraware").

Independent
Contractor further certifies that it has complied with all the terms of Intraware's Contractor Confidential Information, Invention Assignment and Arbitration Agreement
signed by it, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by it (solely or jointly with others) covered by that agreement.

Independent
Contractor further agrees that, in compliance with the Contractor Confidential Information, Invention Assignment, and Arbitration Agreement, it will preserve as
confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental
work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of Intraware or any of
its employees, clients, consultants or licensees.

Independent
Contractor further agrees that for twelve (12) months from this date, Independent Contractor will not hire any employees of Intraware and Independent Contractor
will not solicit, induce, recruit or encourage any of Intraware's employees to leave their employment.

|Date: |  |  |  |                                                  
|----- |  |  |  | -------------------------------------------------
|      |  |  |  | Signature                                        
|      |  |  |  |                                                  
|      |  |  |  | Name of Independent Contractor (typed or printed)

[DO NOT SIGN THIS PAGE ON INITIAL EXECUTION OF AGREEMENT  SIGN ONLY WHEN AGREEMENT IS TERMINATED]

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