On November 12, 2008, a putative class action titled Mergens v. Jackson et al., Case No. C0802858, was filed in the Superior Court of the State of California for the County of Contra Costa naming Intraware, Inc. (the "Company"), Acresso Software Inc., Indians Merger Corp. and the Company's directors as defendants. In pursuing this action, the plaintiff purports to represent all public stockholders of the Company who are similarly situated with the plaintiff. Among other things, the complaint includes claims relating to breaches of fiduciary duty by our directors and the disclosures provided to the Company's stockholders in the preliminary proxy statement relating to the special meeting of stockholders of the Company scheduled to be held on January 6, 2009 (the "Special Meeting"). The complaint seeks, among other things, class certification and certain forms of equitable relief, including enjoining the consummation of the merger and rescinding the merger if it is consummated prior to the entry to the court's final judgment. The Company believes that the allegations are without merit and intends to vigorously contest the action. There can be no assurance, however, that the defendants will be successful in their defense of these actions.

Additional information concerning this complaint is included in the Company's proxy statement on Schedule 14A for the Special Meeting and filed with the Securities and Exchange Commission on December 8, 2008 under the heading "Litigation Related to the Merger" on page 49 of the proxy statement. A copy of the complaint relating to this action is filed as Exhibit 99.1 hereto.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit
Number    Description
99.1      Complaint for breach of fiduciary duty in the matter of Mergens v.
          Jackson et al., Case No. C0802858, filed in the Superior Court of the
          State of California for the County of Contra Costa on November 12, 2008.