Exhibit 10.31

SALES ALLIANCE AGREEMENT

This
Sales Alliance Agreement ("Agreement"), including all Exhibits, is made by and betweenCorpSoft, Inc., with offices at 2 Edgewater Drive, Norwood,
Massachusetts 02062 ("CorpSoft") andIntraware, Inc., with offices at 25 Orinda Way, Orinda, CA 94563 ("Intraware").

WHEREAS,
CorpSoft, a leading international reseller of computer software, software licenses, software asset management services, intends to enter into an agreement with Sun Microsystems authorizing
CorpSoft to resell Sun's iPlanet software products.

WHEREAS,
Intraware has experience and expertise in the sale of the iPlanet products to end user customers.

WHEREAS,
Corpsoft and Intraware agree that both parties will benefit by forming a sales alliance whereby Intraware will obtain purchase orders for sales of the iPlanet products to end users and
CorpSoft will process and fulfill such iPlanet orders.

NOW
THEREFORE, in consideration of the mutual promises and the terms, conditions and covenants of this Agreement, the parties hereby agree as follows.

1.     DEFINITIONS

1.1    "Confidential
Information" shall have the same meaning as the term is defined in the Mutual Non-Disclosure Agreement, dated May 10, 2001, between CorpSoft and
Intraware, subject to Section 10.1 below.

1.2    "Qualified
Customer" shall mean a customer who has been evaluated by the Director of CorpSoft Accounts Receivable or a designee and approved for business, based on written standards
which are provided to Intraware, are reasonable, and impose restrictions no more stringent than those which apply to customer qualification in CorpSoft's software reselling business.

1.3    "Qualified
Order" shall mean an order from a Qualified Customer for iPlanet that meets the terms of the CorpSoft's standard written order acceptance policy, which policy shall be
provided to Intraware, shall be reasonable, and shall impose restrictions no more stringent than those which apply to order acceptance in any other area of CorpSoft's business.

1.4    "Territory"
shall mean the same geographic area as is set forth in the iPlanet Agreement.

2.     SCOPE

2.1    Intraware
has experience and expertise in the sale of Sun Microsystems ("Sun") iPlanet E-Commerce Solutions products ("iPlanet") and, as a result, has an established base
of end user iPlanet customers and iPlanet customer prospects in the Territory. Subject to the success of the relationship contemplated hereby, Intraware currently intends to phase out of the business
of reselling iPlanet. CorpSoft intends to enter into a reseller agreement ("iPlanet Agreement") with Sun authorizing CorpSoft to market and resell iPlanet, and to the extent applicable, successor
products to iPlanet, in the Territory.

2.2    CorpSoft
agrees to retain the services of Intraware's sales representatives to obtain purchase orders for iPlanet to Qualified Customers in the Territory as set forth herein.
Intraware will refer its existing iPlanet customers and all of its iPlanet customer prospects to CorpSoft. For the duration of this Agreement, it is the intention of CorpSoft and Intraware that each
party benefit and share equally in the operating profits and losses (as specified in the "Operating Income" line in Exhibit C hereto) resulting from the sales alliance herein.

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2.3    CorpSoft
agrees that Intraware shall be its exclusive third party sales organization for iPlanet and Intraware agrees to sell iPlanet exclusively for the benefit of CorpSoft. The
preceding sentence shall not be construed to restrict CorpSoft from selling iPlanet directly through its own sales organization or through independent sales representatives authorized by CorpSoft to
sell software, software licenses, and/or services. Subject to the preceding two sentences, it is agreed that the relationship between the parties is non-exclusive, and each party is free
to pursue any other business opportunities or interests.

2.4    The
relationship of the parties is that of independent contractor. Neither party is an employee, agent, partner, or joint venturer of the other party and CorpSoft and Intraware shall
inform their respective employees of such. Neither party shall represent or imply, directly or indirectly, that it has the authority to represent or bind the other by contract or in any way to incur
obligations of any kind on behalf of the other party or take any action that would lead any person to believe the party has such authority, provided, however, that Intraware, in the course of
performing its obligations under this Agreement, may submit binding quotes to customers for sales of iPlanet, so long as such quotes to do not require CorpSoft to act in a manner inconsistent with its
written customer qualification standards or its written order acceptance policy referred to in Sections 1.2 and 1.3 above, respectively.

3.     TERM AND TERMINATION

3.1    The
term of this Agreement shall commence on July 1, 2001 (the "Effective Date") and shall remain in effect for two (2) years thereafter, unless terminated earlier as
provided herein. Subject to Intraware's and CorpSoft's mutual written agreement, this Agreement may be renewed for additional one (1) year terms provided the iPlanet is also in effect for the
same renewal period. In the event CorpSoft does not enter into an iPlanet Agreement with Sun by July 30, 2001, this Agreement shall terminate on that date and neither party shall have any
liability to the other as a result of any such termination, provided however the termination date may be extended by mutual written agreement. In addition, Intraware may terminate this Agreement if
CorpSoft and Sun do not enter into the agreement as described in Section 8.2 below within five (5) business days of the effective date of the iPlanet Agreement, and neither party shall
have any liability to the other party as a result of any such termination.

3.2    On
a monthly basis, CorpSoft and Intraware agree to review the sales activity and sales revenues for the previous month and compare such results against the sales goals in the
following rows of Exhibit C (which may be amended from time to time by mutual written agreement): Revenue (New Licenses), Gross Profit (New Licenses), Revenue (Renewals), Gross Profit
(Renewals), Total 3rd Party Product GP. Approximately six (6) months after the Effective Date, Intraware and CorpSoft will review this Agreement for the purpose of determining
whether or not sales goals and expectations are being achieved.

3.3    Either
party may terminate this Agreement if the other party: (i) commits a material breach of this Agreement and does not cure the breach within thirty (30) days after
receiving the non-breaching party's written notice of the breach or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the
appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under any federal or state statute relating to insolvency or the protection of rights of
creditors.

3.4    In
the event the iPlanet Agreement expires or terminates, then this Agreement shall terminate concurrent with the expiration or termination date of the iPlanet Agreement. In the event
the iPlanet Agreement expires or terminates within two (2) years of the Effective Date and (i) within such two (2) year period CorpSoft enters into a new agreement with Sun for
the resale of iPlanet on a direct basis, and (ii) within thirty (30) days after receiving written notice from CorpSoft of such new agreement between CorpSoft and Sun, Intraware
terminates any agreement then in effect between it and Sun for the resale of iPlanet, then Intraware shall receive **** (as described in Section 9.2 below)

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resulting
from such new agreement between CorpSoft and Sun for a period equal to two (2) years minus the duration of the original iPlanet Agreement.

3.5    Intraware
and CorpSoft acknowledge that as a result of this Agreement both parties will obtain information and knowledge regarding iPlanet customers and prospective customers and that
some customers may be customers of both Intraware and Corpsoft. Intraware and CorpSoft agree that upon the expiration or termination of this Agreement either party may pursue sales opportunities with
iPlanet customers and prospective customers without obligation to the other party.

3.6    As
of the effective date of the expiration or termination of this Agreement, Intraware shall cease marketing and selling iPlanet, on behalf of CorpSoft, and neither party shall have
any further obligation to the other party except as otherwise specified herein. Within thirty (30) days of the expiration or termination of this Agreement, each party shall return all tangible
information, data, and materials, including without limitation Confidential Information, belonging to the other party and delete all electronic information or data belonging to the other party.
Sections 5.1.6, 9.4 and 9.6 (for three years from the Effective Date), 10, 11.1, 12.2, 13, 14, 15, 16 and 17 shall survive the expiration or termination of this Agreement. Furthermore, to the extent
applicable, Sections 3.4, 6.2, and 9.2 shall survive for the balance of the two (2) year period of time referenced in Section 3.4.

4.     APPOINTMENT

4.1    CorpSoft
hereby appoints Intraware to obtain purchase orders for the iPlanet products specified in Exhibit A to Qualified Customers in the Territory, as set forth in this
Agreement.

5.     RESPONSIBILITIES

5.1    Mutual
Responsibilities:



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5.2    CorpSoft
Responsibilities:



5.3    Intraware's
Responsibilities:



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6.     REPORTS

6.1    On
the first Monday of each week, Intraware shall furnish CorpSoft with a weekly sales activity report and a non-binding sales forecast report in a form substantially
similar to that in Exhibit D.

6.2    Within
fifteen (15) days of the end of each calendar month, CorpSoft will furnish Intraware with the following for the pervious months iPlanet sales activity:
(i) iPlanet sales activity report, (ii) iPlanet income statement, and (iii) a payment for compensation earned or due for the previous month. The iPlanet sales activity report and
income statement will be in a form substantially similar to those in Exhibit D.

7.     ORDERS AND ORDER FULFILLMENT

7.1    Intraware
agrees to co-operate with CorpSoft in meeting all of CorpSoft's standard policies and procedures for account and order acceptance which are referred to in
Sections 1.2 and 1.3 above. CorpSoft will accept only the business of Qualified Customers and Qualified Orders. CorpSoft may, in its sole discretion, reject any Qualified Customers or Qualified Orders
that do not meet CorpSoft's standard policies and procedures referred to above. CorpSoft shall be responsible for the invoicing of all Qualified Orders and shall receive all payments for iPlanet
sales.

8.     RETURNS

8.1    Subject
to Sun's recognition of iPlanet sales under this Agreement, Sun's acceptance of the Intraware return listed in this Section 8.1, Sun's issuance of a Return Merchandise
Authorization ("RMA") to CorpSoft for such returns, and Sun's return policy as set forth in the iPlanet Agreement and Sun's RMA policy, CorpSoft will submit Intraware returns for the following
customers, up to the following amounts: ****. Such returns will be submitted to Sun provided the aggregate amount of the return does not exceed, in any quarter, ****. CorpSoft returns take precedence
over all Intraware for the first **** of available Sun returns. Upon CorpSoft's receipt from Sun of an approved Intraware return, CorpSoft will remit the approved dollar amount of such return to
Intraware. Intraware agrees and acknowledges that in no event shall CorpSoft be responsible for or liable for any return, including without limitation the five (5) name customers listed above,
uncollected receivable or any claim, loss or damage arising from or related to the September 1, 1999 Channel Agreement between Intraware and Sun.

9.     COMPENSATION

9.1    Intraware
Sales Representatives



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9.2    iPlanet
Gross Profit



9.3    During
the term of this Agreement, Intraware will provide a co-branded, using Intraware's and CorpSoft's brand, version of Intraware's SubscribeNet electronic software
distribution service ("SubscribeNet") to Qualified Customers requesting iPlanet be delivered using electronic distribution. Intraware will, at no cost to CorpSoft or the Qualified Customer, convert
the SubscribeNet
service to a co-branded version of SubscribeNet. The fee payable by CorpSoft to Intraware for SubscribeNet shall be as set forth in Exhibit B. Intraware and CorpSoft expect that the
majority of Qualified Customer iPlanet orders will be filled using SubscribeNet. However, if a Qualified Customer requests an iPlanet media and documentation kit ("Kit"), CorpSoft will fulfill the
request by ordering the Kit from an iPlanet distributor and shipping the Kit to the Qualified Customer.

9.4    All
payments made shall under this Agreement shall be in United States dollars. All compensation is exclusive of all governmental taxes, withholdings, fees or similar assessments. In
the event of a dispute regarding a financial obligation owed pursuant to this Agreement, CorpSoft and Intraware agree to meet in good faith to resolve the dispute within twenty (20) days of
either party's written notice to the other of the dispute. CorpSoft and Intraware shall maintain adequate books and records in connection with their activities under this Agreement consistent with
generally accepted accounting practices.

9.5    All
market development funds made available by Sun to CorpSoft shall be retained exclusively by CorpSoft and shall not be considered when calculating any compensation under this
Agreement. All expenditures of such market development funds during the term of this Agreement shall be subject to Section 5.2.5 above. All rebates and other incentives made available by Sun to
CorpSoft during the term of this Agreement, or in connection with sales made during the term of this Agreement, shall be shared equally by CorpSoft and Intraware.

9.6    The
records maintained by CorpSoft under Section 9.4 above shall include, without limitation, documentation of the information reportable under Section 6.2 above, those
portions of the iPlanet Agreement that are necessary to determine financial obligations owed to Intraware (disclosure of the iPlanet Agreement is subject to Sun's consent), and of all customer orders
for iPlanet. Intraware may audit the books and records of CorpSoft relevant solely to this Agreement, including but not limited to all documents related to customer orders for iPlanet. Any such audit
shall be conducted during regular business hours, mutually agreed to, at CorpSoft's offices and shall not interfere unreasonably with CorpSoft's business activities. If an audit reveals that CorpSoft
has underpaid fees to Intraware, CorpSoft shall be invoiced for such underpaid fees. Audits shall be made no more than once annually.

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Intraware
shall bear the cost of any such audit unless the audit reveals that CorpSoft has underpaid Gross Profit by 5% or more of the Gross Profit payable by CorpSoft to Intraware for the preceding
twelve (12) months (or any shorter period to which the audit may be limited by Intraware), in which case the cost of the audit shall be borne by CorpSoft. All information and data resulting
from an audit shall be deemed to be Confidential Information.

10.   CONFIDENTIALITY

10.1    The
parties agree and acknowledge that it may be necessary to disclose certain confidential or proprietary information to each other in the performance of this Agreement. To protect
and preserve their respective confidential information, Intraware and CorpSoft agree to maintain all such information in confidence pursuant to the Mutual Non-Disclosure Agreement dated
May 10, 2001. The Mutual Non-Disclosure Agreement is hereby incorporated into this Agreement by reference.

11.   PROPERTY RIGHTS

11.1    CorpSoft
and Intraware are and shall at all times remain the sole owner of their respective intellectual property. Except as otherwise expressly specified in this Agreement, neither
party is granted any express or implied rights to the other party's copyrights, trade secrets, patents, trademarks, or any other intellectual property.

11.2    For
the term of this Agreement, CorpSoft grants Intraware a personal, non-transferable, non-exclusive and revocable license to use CorpSoft's trademarks, in
the Territory, solely in connection with Intraware's performance of this Agreement. Upon expiration or termination of this Agreement, Intraware shall immediately cease all use of CorpSoft's
trademarks.

12.   WARRANTY

12.1    CorpSoft
and Intraware each warrants that it has the right and authority to enter into this Agreement.

12.2    EXCEPT
AS SPECIFIED HEREIN, NEITHER CORPSOFT NOR INTRAWARE MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE OR MERCHANTABILITY.

13.   INDEMNITY

13.1    Intraware
agrees to indemnify, defend, and hold CorpSoft harmless, from and against any and all claims, liabilities, losses, damages, costs, expenses (including reasonable legal
fees) of whatever nature or kind resulting from or arising out of Intraware's gross negligence or willful misconduct. Intraware will pay costs, damages and legal fees resulting from a settlement or
finally awarded against CorpSoft.

13.2    CorpSoft
agrees to indemnify, defend, and hold Intraware harmless, from and against any and all claims, liabilities, losses, damages, costs, expenses (including reasonable legal
fees) of whatever nature or kind resulting from or arising out of CorpSoft's gross negligence or willful misconduct. CorpSoft will pay costs, damages and legal fees resulting from a settlement or
finally awarded against Intraware.

13.3    Each
party's foregoing indemnity obligation is subject to: (a) the party seeking indemnity promptly notifying the indemnifying party in writing of any such claim;
(b) the party seeking indemnity cooperating in the defense and furnishing related evidence in its control to the indemnifying party; and (c) the indemnifying party having sole control of
the defense and all related settlement negotiations, other than any settlement or negotiation which contemplates any restriction on the party seeking indemnity.

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14.   EXCLUSION OF DAMAGES

NEITHER
PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY OR TORT
INCLUDING WITHOUT LIMITATION NEGLIGENCE AND REGARDLESS OF WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.   LIMITATION OF LIABILITY

WITH
THE EXCEPTION OF EITHER PARTY'S INDEMNITY OBLIGATIONS HEREIN, BREACH OF A PARTY'S CONFIDENTIALITY OBLIGATIONS, INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR BREACH OF
WARRANTY OR OF A FINANCIAL OBLIGATION OWED TO THE OTHER PARTY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY RELATING TO ANY CLAIM OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR
OTHERWISE, EXCEED $100,000.

16.   NOTICES

Any
notice, demand, acknowledgment or other communication which under the terms of this Agreement must be given or made in writing and may be: (i) sent via facsimile transmission (if,
followed-up with a written notice sent via mail), or (ii) sent via certified or registered mail, postage paid, to the respective parties as follows:

| |  | If to CorpSoft:CorpSoft, Inc.
2 Edgewater Drive
Norwood, MA 02062
Attention: General Counsel |  | With a copy to:CorpSoft, Inc.
2 Edgewater Drive
Norwood, MA 02062
Attention: President
| |  | -------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------
| |  | If to Intraware:Intraware, Inc.
25 Orinda Way
Orinda, CA 94563
Attention: General Counsel    |  |                                                                                       

17.   GENERAL

17.1    In
no event shall either party be responsible for any delay or failure to perform if such delay or failure to perform is due to causes beyond its reasonable control, including, but
not limited to, governmental authorities, epidemics, war, embargoes, fire, earthquakes or acts of God.

17.2    Neither
party shall assign its rights and obligations under this Agreement to any third party without the prior written consent of the other party, which shall not be unreasonably
withheld. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement, without the consent of the other party, pursuant to a merger, acquisition,
reorganization, or sale of substantially all of its assets.

17.3    Any
waiver of a violation or failure to enforce any provision of this Agreement by either party shall not constitute a waiver of either party's rights with respect to this Agreement.
All terms and conditions of this Agreement are severable. If any term or provision, or any portion thereof, of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions
shall not be affected.

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17.4    CorpSoft
and Intraware agree to comply with applicable laws and regulations, including without limitation, U.S. export law and regulations. The validity, construction, and
performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts, exclusive of its rules regarding conflicts of law. English shall be the governing language of this
Agreement. The United Nations Convention for the Sale of Goods shall not apply to this Agreement.

17.5    During
the term of this Agreement, neither party shall, without the prior written consent of the other party, solicit for employment any employee of the other party. Notwithstanding
the foregoing, neither party shall be restricted from placing employment advertising in trade or general media or from using recruiters provided that such advertising and recruiters do not target the
employees of the other party.

17.6    This
Agreement, including the Exhibits hereto, constitutes the entire agreement between the parties relating to the subject matter contemplated herein and supersedes all previous or
contemporaneous oral or written communications, proposals and agreements in respect thereof. This Agreement may only be modified or amended by a written agreement executed by both parties.

17.7    The
parties acknowledge that any material breach of their obligations with respect to proprietary rights of the other party may cause irreparable injury for which there may be
inadequate remedies at law and that the non-breaching party shall be entitled to seek equitable relief in addition to all other remedies available.

IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives as of June 28, 2001.

|INTRAWARE, INC.                                               |                    | CORPSOFT, INC.                                                       
|------------------------------------------------------------- | ------------------ | ---------------------------------------------------------------------
|                                                              |                    |                                                                      
|By:                                                           | /s/DONALD M. FREED |                                                                      
|Name: Donald M. Freed
Title: Executive Vice President and CFO |                    | Name: Craig L. Singler
Title: Vice President of Solutions Development

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EXHIBIT AiPlanet Products

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EXHIBIT BCompensation

As
of the Effective Date, Intraware shall assign **** to the sale of iPlanet. CorpSoft agrees to pay Intraware the following:

| |  | ****
| |  | ----

See
Section 9.2.

For
SubscribeNet, Corpsoft shall pay to Intraware **** derived from sales of iPlanet during the term of this Agreement. As used herein, "Gross Revenue" means the total revenue payable to CorpSoft for
all Qualified Orders for iPlanet that are fulfilled via SubscribeNet, less taxes in connection with the order. All Gross Revenue disbursements shall be paid fifteen (15) days following the end
of each month.

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EXHIBIT CSales Goals and Expenses

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EXHIBIT DReports

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