Exhibit 10.1

EMPLOYMENT AGREEMENT

This is an Agreement between Intraware, Inc., a Delaware corporation, having its principal place of business in the City of Orinda, California (hereinafter
referred to as "Intraware" or "Employer") and Frost R. R. Prioleau, currently residing in Alameda County, California (hereinafter referred to as "Employee"). The parties agree and represent as
follows:

A.BACKGROUND



B.EMPLOYMENT



C.DUTIES OF EMPLOYEE



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D.TERMS OF EMPLOYMENT



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E.COMPENSATION AND BENEFITS OF EMPLOYEE



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F.ARBITRATION OF CONTROVERSIES



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G.GENERAL PROVISIONS



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| |  | EMPLOYER:
Intraware, Inc.
| |  | -------------------------
| |  | By:                      



| |  | EMPLOYEE:
Frost R. R. Prioleau
| |  | ------------------------------
| |  | By:                           

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EXHIBIT A

Option Grant 253

INTRAWARE, INC.

1996 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

Unless
otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

NOTICE OF STOCK OPTION GRANT

Frost Prioleau,

You
have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Grant Number

253Date of Grant

November 5, 2001Vesting Commencement Date

November 5, 2001Exercise Price per Share

$0.559Total Number of Shares Granted

600,000Total Exercise Price

$335,400Type of Option:

Incentive Stock OptionX    Nonstatutory Stock OptionTerm/Expiration Date:

November 5, 2011




This Option may be exercised, in whole or in part, in accordance with the following schedule:

1/24th
of the Shares subject to the Option shall vest each month, beginning in November 2001, subject to the Optionee continuing to be an Employee or Consultant on such dates.



As to 450,000 of the Shares subject to the Option, the Optionee shall receive one (1) year of additional vesting, in addition to any vesting acceleration
provided under section 11(c) of the Plan, on the Termination Date (as defined below) of any Severance Termination (as defined below) of the Optionee.

As
to 150,000 of the Shares subject to the Option, the Optionee shall receive one (1) year of additional vesting, in addition to any vesting acceleration provided under
section 11(c) of the Plan, on the Termination Date of any Severance Termination of the Optionee, provided that the applicable Change of Control (as defined below) is pursuant to a sale,
exchange or other disposition of substantially all of the assets or outstanding common shares of the Company at an implied enterprise value of not less than $1.25 per outstanding common share.

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Any
successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business
and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be
required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term "Company" shall include any successor to the Company's business and/or assets which
executes and delivers the assumption agreement described in this paragraph or which becomes bound by the terms of this Agreement by operation of law.

As
used herein:

"Cause"
shall mean (i) any act of personal dishonesty taken by the Optionee in connection with his responsibilities as an employee and intended to result in substantial personal
enrichment of the Optionee, (ii) the conviction of a felony, (iii) a willful act by the Optionee that constitutes gross misconduct and that is injurious to the Company, or
(iv) for a period of not less than thirty (30) days following delivery to the Optionee of a written demand for performance from the Company that describes the basis for the Company's
belief that the Optionee has not substantially performed his duties, continued violations by the Optionee of the Optionee's obligations to the Company that are demonstrably willful and deliberate on
the Optionee's part. Any dismissal for cause in accordance with Subsection (iv) of the preceding sentence must be approved by the Board prior to the dismissal date.

"Change
of Control" means the occurrence of any of the following events:



"Involuntary
Termination" shall mean (i) without the Optionee's express written consent, the significant reduction of the Optionee's duties, authority or responsibilities,
relative to the Optionee's duties, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Optionee of such reduced duties, authority or responsibilities;
(ii) without the Optionee's express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to
the Optionee immediately prior to such reduction; (iii) a reduction by the Company in the base salary or target bonus of the Optionee as in effect

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immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits, including bonuses, to which the Optionee was entitled immediately prior
to such reduction with the result that the Optionee's overall benefits package is significantly reduced; (v) the relocation of the Optionee to a facility or a location more than
twenty-five (25) miles from the Optionee's then present location, without the Optionee's express written consent; (vi) any purported termination of the Optionee by the
Company that is not effected for Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; (vii) the failure of the Company to obtain the assumption
of this Agreement by any successors contemplated herein; or (viii) any act or set of facts or circumstances that would, under California case law or statute constitute a constructive
termination of the Optionee.

"Severance
Termination" means a termination of the Optionee's employment with the Company as a result of Involuntary Termination other than for Cause at any time after the announcement
of a Change of Control or twelve (12) months following a Change of Control or the announcement of a Change of Control, whichever comes later.

"Termination
Date" shall mean (i) if the Optionee's employment is terminated by the Company, the date on which a notice of termination is given, provided that if within thirty
(30) days after the Company gives the Optionee notice of termination, the Optionee notifies the Company that a dispute exists concerning the termination or the benefits due pursuant to this
Agreement, then the Termination Date shall be the date on which such dispute is finally determined, either by mutual written agreement of the parties, or a by final judgment, order or decree of a
court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected), or (ii) if the Agreement is terminated by the Optionee, the date on which the
Optionee delivers the notice of termination to the Company.



This Option may be exercised for three months after Optionee ceases to be an Employee or Consultant. Upon the death or Disability of the Optionee, this Option may
be exercised for twelve months after Optionee ceases to be an Employee or Consultant. In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

AGREEMENT

A.Grant of Option.



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B.Exercise of Option.



C.Method of Payment.



D.Non-Transferability of Option.



E.Term of Option.



F.Tax Consequences.



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G.Exercising the Option.



H.Entire Agreement; Governing Law.



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I.NO GUARANTEE OF CONTINUED SERVICE.



By
your signature and the signature of the Company's representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this
Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully
understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions
relating to the Plan and Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

|OPTIONEE:                        |  | INTRAWARE, INC.                        
|-------------------------------- |  | ---------------------------------------
|/s/FROST R. R. PRIOLEAUSignature |  | /s/JOHN J. MOSSBy                      
|Frost R. R. PrioleauPrint Name   |  | John J. MossName                       
|Residence Address                |  | Vice President and General CounselTitle
|                                 |  |                                        

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CONSENT OF SPOUSE

The
undersigned spouse of Optionee has read and hereby approves the terms and conditions of the Plan and this Option Agreement (Grant # 253). In consideration of the Company's granting his or her
spouse the right to purchase Shares as set forth in the Plan and this Option Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned's spouse as attorney-in-fact for the
undersigned with respect to any amendment or exercise of rights under the Plan or this Option Agreement.

| |  | /s/MARTHA PRIOLEAUSpouse of Optionee
| |  | ------------------------------------

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EXHIBIT A

INTRAWARE, INC.

1996
STOCK OPTION PLAN

EXERCISE
NOTICE

Intraware, Inc.
25 Orinda Way
Orinda, California 94563

Attention:    Stock
Administrator

1.Exercise of Option. Effective as of today,                        ,
            , the undersigned ("Purchaser") hereby elects
to purchase                        shares (the "Shares") of the Common Stock of Intraware, Inc. (the "Company") under and
pursuant to the 1996 Stock Option Plan (the "Plan") and the Stock Option
Agreement dated,            (the "Option Agreement"). The purchase price for the Shares shall be $            , as required by the
Option Agreement.

2.Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price for the Shares.

3.Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the
Option Agreement and agrees to abide by and be bound by their terms and conditions.

4.Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which
the record date is prior to the date of issuance, except as provided in Section 11 of the Plan.

5.Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's
purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares
and that Purchaser is not relying on the Company for any tax advice.

6.Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by reference. This Agreement, the
Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company

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and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California.

|Submitted by: |  | Accepted by:                                          
|------------- |  | ------------------------------------------------------
|PURCHASER:    |  | INTRAWARE, INC.                                       
|Signature     |  | By                                                    
|Print Name    |  | Stock AdministratorIts                                
|Address:      |  | Address:                                              
|              |  | Intraware, Inc.
25 Orinda Way
Orinda, California 94563
|              |  | Date Received                                         

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