Addendum to Schedule A to Statement of Work dated August 27, 2003



 Exhibit 10.34 
  
 ADDENDUM TO SCHEDULE A 
 STATEMENT OF WORK 
  
 This Addendum to
Schedule A 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 Addendum to Schedule A, and the
Agreement or the SOW, the terms and conditions contained in Schedule A shall prevail. All other terms and conditions set forth in the Agreement or the SOW will apply to this Addendum to Schedule A. 
  
 Definition of Terms 
  
 • “SAPOS” means sale of service products
soon after point of sale.  
  
 Term: Unless
otherwise terminated, this Addendum to Schedule A shall continue for the term of Schedule A and then will be automatically renewed for additional one (1) year terms with the renewal of Schedule A. Either party may provide the other with 90 days
written notice of termination of the Agreement, Original SOW or this Addendum to Schedule A. 
  
 New Sales Messaging for SAPOS Extensions 
  
 Rainmaker agrees to support the SAPOS new sales effort through targeted marketing and telesales efforts to recent purchasers of Dell products for approved business segments. 
  
 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 SAPOS to the Target Market
as described below: 
  
 BSD Programs

  

	 	1.	Extension Program for Servers and Storage 

 Targeted to Customers who have purchased servers or storage within ninety days 
 Rainmaker Commission Percentage
– ***% 
  

	 	2.	Extension Program for CLOB 

 Targeted to Customers
who have previously purchased desktops or notebooks or workstations within ninety days. 
 Rainmaker Commission Percentage
– ***% 
  

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

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

	 	4.	Upgrade Program for Client Gold 

 Targeted to
Customers who have previously purchased desktops, notebooks, and workstations within ninety days. 
 Rainmaker
Commission Percentage – ***% 
  
 PAD Program 
  

	 	1.	Extension Program for CLOB 

 Targeted to Customers
who have previously purchased desktops, notebooks or workstations within ninety days. 
  
 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. 







 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 in accordance with the terms set forth in Schedule A. 
  

	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.