INTRAWARE AGREES TO SELL SOFTWARE RESALE BUSINESS AND PROVIDE SUBSCRIBENET SERVICE TO FUSIONSTORM

ORINDA, Calif. - November 3, 2005 - Intraware, Inc. [NASDAQ: ITRA], the leading provider of electronic software and license delivery and management solutions, and FusionStorm, a leading national provider of IT products, managed and professional services, announced today that they have reached an agreement for Intraware's sale of its Sun software resale business to FusionStorm. The companies also agreed that Intraware will provide its SubscribeNet service to FusionStorm for delivery and management of enterprise software resold by FusionStorm.

"This transaction will provide FusionStorm with a proven Enterprise software sales capability to complement our established hardware integration and enterprise software services business," stated John Varel, CEO of FusionStorm. "In addition, we are excited about the opportunity to use a market leading electronic software and licensing delivery service such as SubscribeNet for the fulfillment of our current software business, and potentially other vendors in the near future."

As part of the sale of its software resale business, Intraware will terminate its alliance agreement with Software Spectrum, under which Intraware currently helps Software Spectrum resell Sun software and provides its SubscribeNet service to Software Spectrum for delivery of that software. After that agreement is terminated, Intraware will no longer provide software resale services to Software Spectrum, or provide its SubscribeNet service to Software Spectrum for Sun software. Pending termination of the Intraware-Software Spectrum agreement, which is expected to take effect in early January 2006, Intraware will continue to solicit sales and provide electronic delivery of Sun software for Software Spectrum.

As a result of the sale of Intraware's software resale business, Intraware expects to cease recognizing Alliance and reimbursement revenues after December 31, 2005. However, Intraware expects to continue to recognize Online services and technology revenue in connection with electronic delivery of Sun software after termination of the Intraware-Software Spectrum agreement, under Intraware's new SubscribeNet agreement with FusionStorm.

"Our sales services business has made an important financial contribution to Intraware over the years as the company has been growing its core electronic software delivery and management business," said Peter Jackson, Chairman, Chief Executive Officer and President of Intraware. "However, as our digital delivery business has grown, the sales services business has become a secondary offering for Intraware. We believe FusionStorm, a national leader in providing technology solutions and an existing Sun partner, is in an ideal position to move sales of Sun software forward and drive increased value to the existing Sun software customers through a broader suite of related products and services. We are keenly intent on growing our SubscribeNet business and adjacent technologies, such as license management and digital rights management, and believe this is the time to turn 100% of our focus to doing just that."

For its purchase of Intraware's Sun software resale business, FusionStorm will pay an initial $400,000 on closing of the sale, as well as an additional $200,000 approximately one year later if FusionStorm generates a targeted level of gross profit from its sales of Sun software during that one-year period. The sale agreement and SubscribeNet agreement are expected to close in early January 2006, subject to certain closing conditions.

About Intraware

Intraware, Inc. provides digital services that enable enterprise technology publishers to tie together licensing and software processes into a clean, simple customer experience. The Intraware SubscribeNet® service (patent pending) 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 digital delivery and management solutions power business-to-business technology providers including Progress Software Inc, Xilinx Inc., EMC Corporation, Sybase Inc., RSA Security Inc. and McKesson. Intraware is headquartered in Orinda, California and can be reached at 888.797.9773 or http://www.intraware.com.

About FusionStorm

FusionStorm -- "Making Technology Work" -- is a leading, national provider of IT products, professional services, support contract services and 24x7 managed services for enterprises of all sizes. The company delivers complete solutions for system infrastructure, storage, networking, voice-over-IP, security, database, disaster recovery, managed hosting and remote managed services. FusionStorm offices include San Francisco (HQ), San Jose, Sacramento, Los Angeles, Las Vegas, Cincinnati and Boston. The company's web site is www.fusionstorm.com and the toll-free phone is 800.228.TECH (8324).

Forward Looking Statements

The statements in this news release regarding the sale of Intraware's sales services business to FusionStorm, regarding Intraware's entry into an agreement for the provision of its SubscribeNet service to FusionStorm, and regarding the expected financial and other consequences of those agreements, 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 failure of the Intraware-FusionStorm asset purchase agreement to close due to a non-occurrence of any of the closing conditions in that agreement. If the asset purchase agreement fails to close, Intraware will not receive the payments described in this news release and will not provide its SubscribeNet service to FusionStorm. In that event, Intraware would, in view of its termination of its sales alliance agreement with Software Spectrum, likely experience a substantial and immediate decrease in its revenues and cash flows unless and until it were able to fully implement a comparable relationship with another business partner or fully transition to becoming an authorized Sun software reseller itself (as it was before signing its June 2001 sales alliance agreement with Software Spectrum).

© 2005 Intraware, Inc and FusionStorm. Intraware is a registered trademark of Intraware, Inc. FusionStorm is a trademark of FusionStorm. 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