AMENDMENT ONE to ASSET PURCHASE AGREEMENT between INTRAWARE, INC. and FUSIONSTORM

Exhibit 10.2

AMENDMENT ONE

to

ASSET PURCHASE AGREEMENT

between

INTRAWARE, INC.

and

FUSIONSTORM

This amendment (“Amendment One”) amends the Asset Purchase Agreement dated October 28, 2005 (the “Agreement”), between Intraware, Inc. (“Intraware”) and FusionStorm.  All capitalized terms not defined in this Amendment One shall have the meanings given in the Agreement.  This Amendment One shall be effective 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/ Xxxx X. Xxxx		By:		/s/ Xxxxxx Xxxxxxx
Name:	Xxxx X. Xxxx		Name:		Xxxxxx Xxxxxxx
Title:	Senior Vice President, General		Title:	Chief Financial Officer
	Counsel and Secretary