This Current Report on Form 8-K is being filed by Rainmaker Systems, Inc. (the "Company") in order to refile revised redacted Exhibits 10.1, 10.2 and 10.3, originally filed as Exhibits to the Company's 10-Q filed on May 14, 2009 for the quarterly period ended March 31, 2009. The Company is refiling Exhibits 10.1, 10.2 and 10.3 pursuant to comments received from the staff of the Securities and Exchange Commission (the "Commission") related to the confidential treatment requested for such Exhibits.

(d) Exhibits

Exhibit
No.        Description


10.1*      Global Inside Sales Program Statement of Work dated as of March 31, 2009
           between Rainmaker Systems, Inc. and Sun Microsystems, Inc.

10.2*      Master Purchase Agreement (MPA) dated February 14, 2006 between
           Rainmaker Systems, Inc. and Sun Microsystems, Inc.

10.3*      Addendum No. 1 to MPA dated February 14, 2006 between Rainmaker Systems,
           Inc. and Sun Microsystems, Inc.

* Portions of this exhibit have been omitted pursuant to a confidential treatment request and have been separately filed with the Commission.