AMENDMENT TWO TO SALES ALLIANCE AGREEMENT

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Exhibit 10.33

AMENDMENT TWO
TO SALES ALLIANCE AGREEMENT

        THIS AMENDMENT TWO TO SALES ALLIANCE AGREEMENT (this "Amendment") is made and entered into as of the 1st day of December, 2003, by and between Software Spectrum, Inc., successor-in-interest to CorpSoft, Inc., with its principal office at 2140 Merritt Drive, Garland, Texas 75041 (herein referred to as "Spectrum"), and Intraware, Inc., with its principal office at 25 Orinda Way, Orinda, California 94563 (herein referred to as "Intraware").

        WHEREAS, Spectrum and Intraware are parties to that certain Sales Alliance Agreement dated June 28, 2001, as amended April 1, 2003 (the "Agreement");

        WHEREAS, Spectrum and Intraware desire to extend the scope of the Agreement to include the Websense, Inc. ("Websense") software products listed in Exhibit A to this Amendment ("Websense Products"); and

        WHEREAS, Spectrum and Intraware have agreed, in accordance with Section 17.6 of the Agreement, to amend the Agreement in accordance with the terms of this Amendment.

        NOW, THEREFORE, in consideration of the mutual covenants herein set forth and other good and valuable consideration, the parties hereto do hereby agree as follows:

        1.      Definitions .    Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

        2.      Inclusion in Scope .    Spectrum is party to a reseller agreement to market and sell the Websense Products (the "Websense Agreement"). Intraware and Spectrum hereby agree to include the Websense Products in the scope of the Agreement, in addition to Sun ONE (previously iPlanet) software. Spectrum hereby appoints Intraware to obtain purchase orders for Websense Products from Qualified Customers worldwide (the "Websense Territory"). It is the parties' intent that the Websense Products and Websense Territory, as those terms are used herein, conform with the corresponding provisions in the Websense Agreement. If such corresponding provisions in the Websense Agreement change, Spectrum shall so notify Intraware and the parties will adjust this Amendment accordingly. The parties hereto acknowledge and agree that attached hereto as Exhibit B is a list of Spectrum's existing Websense customers as of the date of this Amendment and that such list constitutes proprietary and confidential information of Spectrum which is subject to the provisions of the Mutual Non-Disclosure Agreement dated May 10, 2001, between Spectrum, as successor-in-interest to CorpSoft, Inc., and Intraware. Intraware shall not use such customer list except to perform sales activities in accordance with the Agreement.

        3.      SubscribeNet Fee .    In Exhibit B (Compensation) to the Agreement, under the heading "SubscribeNet Fee," the first sentence is replaced with the following:

As a fee for the SubscribeNet service, Spectrum shall pay to Intraware **** percent of the **** from sales of Sun Software, and **** percent of the **** from sales of Websense Products, during the term of the Agreement.

        4.      Applicability of Terms of Agreement .    To the extent reas