INTRAWARE TO SEEK STOCKHOLDER AUTHORIZATION FOR ONE-FOR-TEN REVERSE STOCK SPLIT

ORINDA, Calif. - June 30, 2005 - Intraware, Inc. [NASDAQ: ITRA], the leading provider of electronic software delivery and management (ESDM) services, today announced that it will seek authorization from its stockholders for a one-for-ten reverse split of its common stock. An approval would authorize the company's Board of Directors to implement the reverse stock split at any time until February 28, 2006, or not to implement a reverse stock split, in its discretion.

Intraware's stockholders will be asked to authorize the reverse stock split at the company's annual stockholder meeting on September 8, 2005, in Orinda, California. Intraware currently has approximately 60 million shares of common stock outstanding (about 74 million shares on a fully-diluted basis). As a result of the reverse stock split, every 10 shares of common stock will be combined into one share of common stock, and the total number of shares outstanding will be reduced to approximately 6 million (about 7.4 million on a fully-diluted basis).

"A reverse split will help align Intraware's capitalization structure and help raise our stock price toward a range that is more attractive to institutional investors," said Peter Jackson, Chairman, Chief Executive Officer and President. "We believe a reverse stock split will also enable us to regain and maintain compliance with the Nasdaq Stock Market's $1.00 minimum bid price requirement."

Stockholders would receive cash payments in lieu of fractional shares resulting from a reverse stock split.

About Intraware

Intraware, Inc. is the provider of electronic software delivery and management services that enable technology companies to manage complex customer entitlements, enhance visibility of customer activity and accelerate profits. The Intraware SubscribeNet service is a Web-based delivery and support solution that enables technology companies to deliver, track and manage the software, licenses and other digital content they distribute to their global customer bases. Intraware's solutions power business-to-business technology providers including: Adobe Systems Incorporated, Business Objects SA, McKesson, Mentor Graphics Corporation, Progress Software Inc., RSA Security and Sybase Inc. Intraware is headquartered in Orinda, California and can be reached at 888.797.9773 or http://www.intraware.com.

Forward Looking Statements

The statements in this news release that a reverse split will help align Intraware's capitalization structure and help raise its stock price toward a range that is more attractive to institutional investors, and that the company believes a reverse stock split will enable it to regain and maintain compliance with the Nasdaq Stock Market's $1.00 minimum bid price requirement, and other statements in this release which are not historical facts, may be deemed to be forward-looking statements involving a number of risk factors and uncertainties. Factors that could cause actual results to differ materially from those anticipated in this news release include any significant decline in the company's stock price after the date of this news release, changes in the preferences of institutional investors, changes in the rules of the Nasdaq Stock Market, and other factors discussed in Intraware's proxy statement for its upcoming annual meeting of stockholders.

© 2005 Intraware, Inc. Intraware is a registered trademark of Intraware, Inc. Any other company or product names mentioned herein are the trademarks of their respective owners.

For more information contact:

Roman Reznicek
Intraware, Inc
925-253-4545
ir@intraware.com