**Exhibit 10.1**

 

**AMENDMENTONE**

**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 AllianceAgreement dated June 28, 2001 between Software Spectrum, Inc., assuccessor-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 termof the Agreement for an additional year, through June 30, 2004.

 

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

 

9.2           Spectrum Operating Income

 

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

 

As used herein:

 

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

 

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

 

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

 

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

 

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

 

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

 

All Operating Incomedisbursements shall be paid thirty (30) days following the end of each calendarquarter.    The parties agree that theformula or basis used to establish Operating Income and costs of sales andexpenses may need to be amended from time to time by written agreement signedby both parties, and the parties agree to work together, in good faith, to makesuch adjustments.

 

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

 

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  **** Confidential treatment has beenrequested for this portion.  Theconfidential redacted portion has been omitted and filed separately with theSecurities and Exchange Commission.

 

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

 

4.               AuditorConfirmations.  The following isadded at the end of Section 9.4:  “Eachparty shall respond in a reasonably timely manner to requests by the otherparty’s outside auditors for confirmation of a party’s payment obligationsunder this Agreement.”

 

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

 

6.               Subject to theabove 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 otherwiseindicated, capitalized terms used in this Exhibit shall have the meaningsascribed to them in the Agreement, as amended.

 

•                  IntrawareRepresentatives:

 

Spectrum shall reimburseIntraware 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 1will be amended from time to time; provided, however that no updated Schedule1 shall be effective unless it is signed by authorized representatives ofboth parties.

 

The parties anticipate that Spectrum’s reimbursement to Intraware forthe 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 thereimbursement monthly, and such invoices will be payable in accordance withSection 9.1.1 of the Agreement. Notwithstanding anything to the contrary in this Exhibit B, in noevent will the amount invoiced by Intraware to Spectrum for such reimbursementexceed **** for any quarter, without Spectrum’s prior approval.

 

•                  Revenue- Profit Sharing:

 

See Section 9.2.

 

•                  SubscribeNetFee

 

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

 

 

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  **** Confidential treatment has beenrequested for this portion.  Theconfidential redacted portion has been omitted and filed separately with theSecurities and Exchange Commission.

 

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**SCHEDULE1**

**to**

**EXHIBITB**

 

Updated 5/30/03

 

****

 
| **SOFTWARE  SPECTRUM, INC.** |   | **INTRAWARE,  INC.** |   |
|------------------------------|--------|----------------------|--------|
|                         |   |                 |   |   |   |
| By:                          |   |                 | By:    |   |   |
|                         |   |                 |   |   |   |
| Name:                        |   |                 | Name:  |   |   |
|                         |   |                 |   |   |   |
| Title:                       |   |                 | Title: |   |   |
|                         |   |                 |   |   |   |
| Date:                        |   |                 | Date:  |   |   |

 

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  **** Confidential treatment has beenrequested for this portion.  Theconfidential redacted portion has been omitted and filed separately with theSecurities and Exchange Commission.

 

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