Schedule B to Statement of Work dated August 27, 2003



 Exhibit 10.35 
  
 SCHEDULE B 
 STATEMENT OF WORK 
  
 This Schedule B is subject to the terms and
conditions of the Master Services Agreement (the “Agreement”) between Rainmaker Systems, Inc. (“Provider”) and Dell Products L.P., (“Dell”). With the effective date of December 19, 2001, and the Original Statement of
Work (“SOW”) with the effective date of January 29, 2002. To the extent that there is any conflict or inconsistency between the terms and conditions contained in this Schedule B, and the Agreement or the SOW, the terms and conditions
contained in this Schedule B shall prevail. All other terms and conditions set forth in the Agreement or the SOW will apply to this Schedule B. 
  
 Definition of Terms 
  

	 	•	 	“Customer” refers to an existing customer of Dell. 

  

	 	•	 	“Effective Date” is the date both parties sign the this Schedule B 

  

	 	•	 	“Programs” mean the specific offers to Target Market as defined in this Schedule B 

  

	 	•	 	“Target Market” means Dell’s Corporate Account sales segments to which Rainmaker will perform sales and marketing services with respect to the Programs, as set
forth in this Schedule B. 

  

	 	•	 	“Upgrade” means selling a higher level of warranty service to an existing Customer. 

  

	 	•	 	“Extension” means extending the same level of warranty service for additional year(s) upon initial service expiration, to existing Customer.


  

	 	•	 	“SAPOS” means sale of service products soon after point of sale. 

  

	 	•	 	“CLOB” means Combined Lines of Business and refers to the collective group of desktop and notebook products consisting of Dimension, Optiplex, Precision, Latitude
and Inspiron.  

  
 Term: Unless
otherwise terminated, this Schedule B shall continue for an initial term of two (2) years, beginning on the Effective Date, and then will be automatically renewed for additional one (1) year terms. Either party may provide the other with 90 days
written notice of termination of the Agreement, Original SOW or this Schedule B. 
  
 Program Scope 
  
 Rainmaker agrees to support the
Corporate Accounts service sales, marketing and order managment for extensions, upgrades and SAPOS service offerings. 
  
 Dell may, on a case-by-case basis, inform Rainmaker of specific accounts not to engage. 
  
 Programs and Target Markets 
  
 Marketing and sales Programs for after point of sale services to the Target Market as described below: 
  
 Corporate Account Programs 
  

	 	1.	Extension Program for Servers and Storage 

 Targeted to Customers who have previously purchased servers or storage 
  
 Rainmaker Commission Percentage – ***% 
  

	 	2.	Extension Program for CLOB 

 Targeted to Customers who have previously purchased desktops or notebooks or workstations 
 Rainmaker Commission
Percentage – ***% 
  
 Confidential treatment has been requested for
portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission. 








	 	3.	Upgrade Program for P.E.S – Premiere Enterprise Support 

 Targeted to Customers who have previously purchased servers and storage 
 Rainmaker
Commission Percentage – ***% 
  

	 	4.	Upgrade Program for Client Gold 

 Targeted to Customers who have previously purchased desktops, notebooks, and workstations 
 Rainmaker
Commission Percentage – ***% 
  
 Program Commission percentage
Assessment Strategy 
  
 At the end of every 3 month-period following
Launch Date, Rainmaker and Dell may mutually agree to adjust program commission percentages for the programs listed above. 
  

	 	•	At each 3-month review, Rainmaker and Dell will identify and implement activities that improve efficiencies and/or attainment levels of the programs. 

  

	 	•	Beginning with the 2nd 3-month review (at the
end of the first 6 month period) and every 3 months thereafter, Rainmaker and Dell will work in good faith to adjust program pricing accordingly to share any impact to the net contribution actually achieved. Improvements to the net contribution of
the programs will be shared through price adjustments to the programs. Declines in the net contribution due to such actions as changes to the service offering and/or price changes to the service contracts affecting the success of the program are
also to be considered for sharing between Rainmaker and Dell. 

  

	 	•	Dell And Rainmaker Must Mutually Agree To Any Pricing Changes In Writing. 

  

	Agreed and Accepted:	 	Agreed and Accepted:
		
	DELL Marketing, L.P.	 	RAINMAKER
	 By
                                    ***

	 	 By /S/ Martin Hernandez


	 Printed
Name                     ***

	 	 Printed Name     Martin Hernandez


	 Title
                                  ***

	 	 Title
                COO/CFO


	 Date                    8/27/03

	 	 Date
                    8/22/03



  
 Confidential treatment has been
requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated “***”. A complete version of this exhibit has been filed separately with the Securities
and Exchange Commission.