POWER OF ATTORNEY





 Know all by these presents that the undersigned hereby constitutes and appoints each of Lisa Haugh

and Wendy A. Nieto, signing singly, the undersigned's true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity as a director of

Intraware, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary

or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with

the United States Securities and Exchange Commission and any stock exchange or similar

authority; and



(3) take any other action of any type whatsoever in connection with the foregoing which, in the

opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally

required by, the undersigned, it being understood that the documents executed by such terms

and conditions as such attorney-in-fact on behalf of the undersigned pursuant to this Power of

Attorney shall be in such form and shall contain such terms and conditions as such attorney-

in-fact may approve in such attorney-in-fact's discretion.



        The undersigned hereby grants to each such attorney-in-fact full power and authority to do and

perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of

any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or

could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming

all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to

be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned

acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the

undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to

comply with Section 16 of the Securities Exchange Act of 1934.



        This Power of Attorney shall remain in full force and effect until the undersigned is no longer

required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities

issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the

foregoing attorneys-in-fact.



        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of

this 14th day of August, 2007.





/s/ Raymond L. Ocampo, Jr.

Signature



Raymond L. Ocampo, Jr.

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