Item 1.01 - Entry into a Material Definitive Agreement.

On March 31, 2009 Rainmaker Systems, Inc (the "Company") entered into a Statement of Work (SOW) under its Master Purchase Agreement with Sun Microsystems, Inc. ("Sun") under which the Company will provide certain outsourced services to Sun. The services to be provided by the Company to Sun under the SOW include lead development, contract sales and hosted on-demand software solutions and will cover geographies in the Americas, EMEA and the Asia-Pacific region. The SOW provides for the purchase by Sun of minimum service volumes. The term of the SOW is from April 1, 2009 through February 28, 2011, with annual auto-renewals thereafter, unless earlier terminated in accordance with its terms. The SOW may not be terminated in the first year, except for nonperformance. The Company will be requesting confidential treatment for certain portions of the SOW and intends to file a redacted copy of the SOW with its Form 10-Q for the fiscal quarter ended March 31, 2009.

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