January 2, 2001

                                                                   EXHIBIT 10.22

SERVICES SALES OUTSOURCING PARTNER AGREEMENT
AMENDMENT number 1

                                 January 2, 2001

This amendment to the Services Sales Outsourcing Partner Agreement, dated
10/1/00 between Rainmaker Systems, Inc and Hewlett-Packard Company, is effective
as of 1/2/01.

Reference section 3G and replace the current verbiage with the following:

SSOP will be responsible for the steps of the sales cycle as set forth in the
Business Rules Document, schedule 4. SSOP may offer customers a discount of up
to [ ] off Hewlett-Packard's list price without obtaining HP's prior approval.
Discounts in excess of [ ] shall not be granted without HP's prior written
approval.

Hewlett-Packard and Rainmaker Systems, Inc. agree upon this amendment.

Hewlett-Packard Company:                     Rainmaker Systems, Inc:

By:       /s/ Xxxx Xxxxx                     By:         /s/ Xxxxxx Xxxxxxxxx
          ----------------                               ----------------------

Name:     Xxxx Xxxxx                         Name:       Xxxxxx Xxxxxxxxx

Title:    VP & GM, HP Services Sales         Title:      Chief Operating Officer

Address:  0000 Xxxxxxxxxxx Xxxx              Address:    0000 Xxxxx Xxxxx Xx.
          Xxxxx 000                                      Xxxxxx Xxxxxx, XX 00000
          Xxxxxxx Xxxxx, XX 00000

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 by brackets "[ ]." A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.