**Exhibit 10.2**

 

**AMENDMENTONE**

**to**

**ASSETPURCHASE AGREEMENT**

**between**

**INTRAWARE,INC.**

**and**

**FUSIONSTORM**

 

This amendment (“Amendment One”) amends the Asset Purchase Agreementdated October 28, 2005 (the “Agreement”), between Intraware, Inc. (“Intraware”)and FusionStorm.  All capitalized termsnot defined in this Amendment One shall have the meanings given in theAgreement.  This Amendment One shall beeffective as of January 2, 2006.

 
| **1.**                                                                                    | **CLOSING DATE**                                                                                                        |
|-------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------|
|                                                                                      |                                                                                                                    |
|                                                                                      | Section 1.1  (“Closing Date”) is deleted and replaced with:                                              |
|                                                                                      |                                                                                                                    |
|                                                                                      | “Closing Date” shall mean January 3, 2006.                                                               |
|                                                                                      |                                                                                                                    |
| **2.**                                                                                    | **PURCHASE PRICE**                                                                                                      |
|                                                                                      |                                                                                                                    |
|                                                                                      | In  Section 2.2(a) (Purchase Price), “$400,000” is deleted and replaced  with “$250,000”. |
|                                                                                      |                                                                                                                    |
| Subject to  the above modifications, the Agreement shall remain in full force and effect. |
|                                                                                      |
| **INTRAWARE, INC.**                                                                       | **FUSIONSTORM**                                                                                                         |   |   |
|                                                                                      |                                                                                                                    |   |   |   |
|                                                                                      |                                                                                                                    |   |   |   |
| By:                                                                                       | /s/ John J. Moss                                                                                                        |   | By: | /s/ Daniel Serpico |   |   |
|                                                                                      |                                                                                                                    |   |   |   |   |   |
| Name:                                                                                     | John J. Moss                                                                                                            | Name: | Daniel Serpico |   |   |
|                                                                                      |                                                                                                                    |   |   |   |
| Title:                                                                                    | Senior Vice President, General                                                                                          | Title: | Chief Financial Officer |   |   |
|                                                                                      | Counsel and Secretary                                                                                                   |   |   |   |
|                                                                                           |                                                                                                                         |  |  |  |  |  |  |

 

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