Outsource Services Agreement between Novell, Inc. and Rainmaker Systems, Inc.

EXHIBIT 10.22

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Outsource Services Agreement
between
Novell, Inc. and Rainmaker Systems, Inc.

This Outsource Services Agreement is entered by Novell, Inc., with offices 0000
Xxxxx Xxxxxxxxxx Xxx, Xxxx, Xxxx 00000 ("Novell") and Rainmaker Systems, Inc.
with offices at 0000 Xxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxxx, XX 00000
("Rainmaker").

1. Purpose. The purpose of this Agreement is to establish the terms on which
Rainmaker will perform certain sales, marketing and fulfillment functions of
Novell's Subscription Services on behalf of Novell. Rainmaker will operate under
the name "Novell Subscription Services" and will adopt, to the extent
reasonable, such practices and programs as Novell directs Rainmaker to use from
time to time as apply to the development and support of the Novell sales
organization and the channels of distribution. All customer invoices, billing
documentation and xxxxxxx notices will have the "Novell Subscription Services"
look and feel, however they will also carry the disclaimer "under license to
Rainmaker from Novell Inc."

This Agreement replaces the Outsource Services Agreement between Novell, Inc.
and UniDirect, as amended which shall terminate on the Commencement date hereof.

2. Definitions.

a. Average Street Price means the price of a product as calculated in Schedule 3
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hereof.

b. Eligible Customers means any Novell product user who is not under a Novell
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licensing contract or upgrade protection contract (e.g. MLA, CLA, VLA, etc.)
with Novell or a Novell subsidiary for the purchase of Novell products.

c. Licensed Trademark means "Novell Subscription Services".
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d. Novell Products or Products means the products listed on Schedule 1 hereto.
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Novell may add products to or subtract products from Schedule 1 upon thirty
days notice to Rainmaker.

e. OutSource Activities means all of the rights and duties related to
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Rainmaker's provision of the Novell Subscription Services granted under this
Agreement.

f. Recommended End User Prices for the Subscription Services and other Products
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sold hereunder are (i) the Average Street Price for the Upgrade portion of a
bundle containing Upgrades and Subscription Services, and (ii) Novell
Suggested List Price for a) the Subscription Services portion of a bundle
containing Upgrades and Subscription Services, b) stand-alone Subscription
Services, and c) stand-alone Upgrades and other Novell Products authorized
hereunder.

g. Subscription Services Program Description means a written description of the
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Subscription Services program, prepared by Novell and updated from time to
time.

h. Sell, Sale or Sold. The parties understand and acknowledge that end users
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receive only a license to use the Novell Products. No end user, reseller, or
distributor receives ownership of the Novell Products. Therefore, any
occurrence in this Agreement of the words sale, sell, or sold, in connection
with a Novell Product means a grant of a license to use the Product and not a
sale of a Product.

i. Subscription Services means a Novell Upgrade Protection product. This does
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not include upgrade protection as offered by Novell's MLA, VLA, CLA, or any
other upgrade protection program offered by Novell from time to time.

j. Resellers means resellers authorized by Novell to sell Novell products.
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k. Territory means the United States of America and Canada.
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3. Authorization and Ownership. Novell grants Rainmaker a limited, non-
transferable, non-assignable, non-exclusive right to sell Subscription Services
and certain other Novell Products to Eligible Customers and Resellers in the
Territory. All of the marketing materials, sales brochures, advertising and
other collateral materials referencing the Novell Products or incorporating the
Novell name or logo including materials placed on web sites, marketing
collateral, or other documentation developed by Rainmaker, that is specifically
prepared for and directly related to the Outsource Services shall be works made
for hire and therefore the property of Novell. If for any reason Rainmaker
writes or develops any such materials while performing the Outsource Activities
that are not considered a work made for hire, Rainmaker agrees to assign and
hereby assigns to Novell all right, title and interest therein, including all
rights of patent and copyright, and agrees to execute at Novell's request a
subsequent document as further evidence of this assignment. Notwithstanding the
foregoing, any databases, code, processes, business plans and other documents
that Rainmaker prepares or writes for its general business purposes or for other
customers will not be works for hire and shall remain the property of Rainmaker.

4. Term. This Agreement will commence on the date signed by both parties and
will continue for a period of two years unless terminated as provided herein.

5. Subscription Services Programs. The Novell Subscription Services will contain
the following programs and any other programs that are added to this Agreement
by written amendment. Additional details on these programs, products eligible
under these programs, and applicable fee structures will be provided in the
Subscription Services Program Description.

a. Point of Sale Program. Under the Point of Sale ("POS") program, Rainmaker is
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authorized to work with Novell Authorized Resellers to sell subscriptions at
the point of sale of Novell Products. The Reseller will sell a subscription
along with a product or product upgrade. If the Reseller goes to the
point-of-sale web site and transacts the purchase on behalf of the customer,
Rainmaker will pay direct to the Reseller a rebate equal to [***] of the
value of the Subscription purchase price. If the Customer goes to the web
site and transacts the purchase directly, Rainmaker will pay to the
Customer's designated Reseller a rebate equal to [***] of the value of the
Subscription purchase price. Novell will provide upgrades to subscribers when
qualifying upgrades are available. The parties understand and acknowledge
that Novell intends to bring the entire POS program in-house within the next
9 months. Rainmaker agrees to discontinue its participation in the POS
Program upon 30 days notice by Novell. Novell will honor Rainmaker's returns
as further provided herein and will bear the credit risk under POS.

b. Rescue Program. Under the Rescue Program, Rainmaker is authorized to deal
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with end users directly or to work with Novell Authorized Resellers to sell
subscriptions, product upgrades, or subscriptions and upgrades bundled
together to Novell customers who have rightfully acquired products more than
120 days earlier. Rainmaker will pay participating Resellers rebates equal to
[***] of the value of the upgrade and subscription price. Novell will provide
upgrades to subscribers when qualifying upgrades are available.

c. Reseller Rebate. In the Rescue program, if a reseller is not involved in the
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sale to the customer, Rainmaker agrees to pay a rebate equal to [***]to a
reseller named by the customer, or, if the customer does not designate a
reseller, to a reseller designated by Novell. Novell will provide Rainmaker a
list of preferred resellers and a simple entitlement matrix.

6. Responsibilities of Rainmaker.

a. Subscription Service Outsource Team. Rainmaker will dedicate a team of sales
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and marketing personnel to the sales of the Novell Subscription Services. The
project team will have the full support of Rainmaker management, marketing,
MIS and financial services. Staffing will include a director, sales manager,
product manager, and dedicated sales representatives. Rainmaker will add

__________
[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities & Exchange Commission.

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dedicated sales staff as sales increase. Generally, one new sales
representative will be added for each 1.6 million dollars of additional
revenue.

b. Sales of Subscription Services. Rainmaker will actively market Subscription
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Services into the entire Novell installed customer base except as limited by
this Agreement. In addition, Rainmaker will be responsible for the renewal
process for each Subscription Services. Rainmaker is responsible for and will
make its best efforts to create demand for the Subscription Services and
Novell products sold under this Agreement. All such customer lists developed
by Rainmaker are the sole and exclusive property of Novell.

c. Reporting. Rainmaker will provide Novell with detailed reporting of its
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activities hereunder as required in Schedule 2 hereof. All reports shall be
submitted in a form prescribed from time to time by Novell.

d. Lead dissemination. Rainmaker agrees to submit to Novell or to resellers in a
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manner described in the Program Description all leads of potential customers
for sales and services of such Novell products that are not covered by this
Agreement. This includes, but is not limited to, customers that purchase
Novell Products, services or subscriptions from Rainmaker. Novell will
provide Rainmaker a list of preferred resellers and a simple entitlement
matrix.

7. Responsibilities of Novell.

a. Novell Project Manager. Novell will make available a highly skilled employee
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familiar with the products and market. Such employee will be available during
normal business hours as reasonably requested by Rainmaker. This person will
assist in training processes reasonably required by Rainmaker personnel, and
will facilitate any organizational coordination necessary between Rainmaker
and Novell.

b. Accessibility of personnel and access to decision making authorities.
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Rainmaker's Novell Subscription Services Business Unit Manager will have
access to the Novell Project Manager. The Novell Project Manager will
coordinate and make available the appropriate resources and personnel.

c. Promotion. Novell will work in good faith with Rainmaker to promote the
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Novell Subscription Services programs and any subsequent Novell products
offered through Novell Subscription Services.

d. Non-solicit. If, during any term hereof, Novell offers employment to any
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Rainmaker employee, and hires the employee, Novell will pay Rainmaker a fee
of [***] to offset the recruitment and training fees of replacement
employees. This provision will not apply to any Rainmaker employee who
responds to a general advertisement by Novell for positions other than sales
and marketing positions.

e. Support Process. Novell and Rainmaker will work together to coordinate data,
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channel support processes etc. as will be further defined in a Subscription
Services Program Description. Novell and Rainmaker will implement an ongoing
communications link to exchange updated information in both directions.

Upon termination of the Agreement, ownership of the customer records and all
modifications or additions shall be determined as follows:

Original Data: Each party shall retain ownership of the customer records
existing in their respective databases prior to the merger of the parties'
data (including records which are found in both parties' databases).

Subsequent Additions and modifications. All customer records which are
created, modified, and entered through Rainmaker's database as a result of
the marketing programs associated with the Outsource Activities shall be
owned by Novell. Rainmaker may obtain a copy of these records exclusively for
legal and tax purposes only.

f. Access to Novell databases. Access to customer information is critical to
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Rainmaker's ability to sell into the customer base. Novell will work with
Rainmaker in good faith to acquire new names, and update customer records
and/or profiles.

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8. Inventory Management, Delivery, Shipping.

a. Delivery. Products may either be drop-shipped to end users by Novell at
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addresses provided by Rainmaker or delivered to Rainmaker for delivery to
customers.

i. For Products drop-shipped to customers, payment will be by customer to
Rainmaker and will be, at customer's choice, either (i) by credit card
when the order is placed, or (ii) per the terms of an invoice
accompanying the product. Delivery in the United States will be made
F.O.B. Novell's Dock, Customer's carrier, ground only, prepaid by
Novell to Customer's destination. All other freight arrangements will
be billed to Customer. For delivery outside the U.S., Novell will
select a carrier to transport deliverables to the port of entry and
will prepay shipping and handling charges. Customer will be
responsible for all applicable import duties and value added tax,
goods and services tax, or other similar taxes and fees.

ii. For delivery to Rainmaker, delivery in the United States will be made
CPT, Rainmaker's facility, Novell's preferred carrier, ground only.
For delivery to Rainmaker outside the United States, (if Rainmaker is
authorized in this Agreement to distribute Novell Product outside the
United States) will be made DDU, Port of Entry, Novell's preferred
carrier, ground only. All other U.S. freight arrangements will be
prepaid and billed to, or third party billed to the Rainmaker's
account.

b. Title and Risk of Loss.
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i. United States. In the case of shipments to shipping destinations in
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the United States, title (but only to the extent title passes) to the
Novell Products, exclusive of the rights retained under the Agreement
(Marks, patents, copyrights, trade names, trade secrets and other
intellectual property) and all risk of loss shall pass to Customer or
Rainmaker upon delivery at Novell's designated shipping facility to
the carrier. If Rainmaker is authorized in this Agreement or any
amendment hereto to distribute Novell Products outside the United
States, title and risk of loss to the Novell Products for any sale
consummated between Novell and Rainmaker will pass as in subsection
8.b.ii below. The parties agree that the passage of title and risk of
loss will pass from Novell to Customer or Rainmaker off the shores of
the United States.

ii. Outside the US. Reference in this Section to title passage with
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respect to all shipments of Novell Products from Rainmaker to
destinations in Canada or Latin America means title to the Novell
Products exclusive of all rights retained by Novell under the
Agreement in Marks, patents, copyrights, trade names, trade secrets
and intellectual property. The parties agree that beneficial and legal
title to, ownership of, right to possession of, control over, and
risks of loss and damage to, the Novell Products remains with Novell
until the shipment physically arrives at the port of entry in the
importing country. The time of payment, whether before or after
shipment, the method of shipment, the manner of consignment, whether
to Novell or its agent, to Rainmaker or Rainmaker's agent, or both,
or any document in relation to any sale under the Agreement will in no
way limit or modify the right of Novell as the legal and beneficial
owner of the Novell Products, its right to control and its right to
possession of the goods until they physically arrive at the port of
entry of the importing country. Any use of the terms "F. 0. B .,
""F. A. S.," "C.&F.," or "CFR" in the Agreement applies only to price
and not to title. It is expressly understood that the foregoing will
not be construed to mean that Novell has merely retained bare legal
title for security purposes, but rather retains legal title and full
beneficial ownership until the shipment arrives at the port of entry
of the country of destination. If Rainmaker insures the shipment,
insurance policies will protect the interest of Novell as the legal
owner of the merchandise until title transfers as set forth above.

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iii. Nothing in sections 8.a or 8.b authorizes Rainmaker to distribute
Novell Product outside the United States and Canada. If such
authorization is granted, it shall be granted in the definition of
the Territory.

c. Inventory Balancing. Once, during each Fiscal Quarter, Rainmaker may
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return for credit a quantity of excess inventory, the value of which
shall not exceed [***] of Rainmaker's net dollar sales invoiced by Novell
during the immediately preceding Fiscal Quarter for Novell Products. The
credit issued for the returned inventory will be the actual purchase
price paid by Rainmaker. This quarterly return may include defective
product and new and upgrade product not designated by Novell as Exception
Rotations in Section 8.e. In the event inventory was purchased on a
promotional price basis, credit issued will be based on the promotional
price Rainmaker paid for that Novell Product. This inventory balancing
privilege shall apply only if:

i. Rainmaker obtains a Novell Return Material Authorization (RMA)
prior to returning the Novell Products;
ii. Rainmaker fills out and submits a stock rotation request;
iii. Rainmaker returns the Novell Products no later than the end of the
second month of the Fiscal Quarter;
iv. At the time of the return, Rainmaker places an order for new
product in a volume equal to or greater than the return.

Novell reserves the right to make partial approvals of any stock rotation
request. Rainmaker will not return, and Novell will have no obligation to
accept, any product after one year past an announced obsolete date.

d. Debit Memos. In the event Rainmaker believes there is a discrepancy in
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connection with an invoice or inventory balancing, or relating to
marketing fund accruals or grants issued by Novell, Rainmaker agrees to
give Novell written notice of the discrepancy within 90 days from the
date of the applicable invoice, inventory balancing or funding grant.
These discrepancies include but are not limited to short shipments, mis-
shipments, pricing variations or other discrepancies. If Rainmaker fails
to give such notice within the required time period, Rainmaker agrees
that Novell may conclusively presume the invoice, inventory balancing or
fund grant to have been accurate. Rainmaker also agrees not to use or
attempt to use a debit memo as a mechanism to resolve financial disputes
with Novell. Rainmaker agrees that any debit memo relating to any dispute
must be preceded by a credit memo issued by Novell covering that dispute.

e. Exception Rotations. From time to time, Novell will release new products
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or new versions of existing products that will render obsolete an
existing Novell product. Rainmaker shall have the right to return certain
of such obsoleted products to Novell for credit against an order of equal
volume placed at the time of the return. Products which qualify for
Exception Rotation under this Section and the associated rotation window
shall be listed in Novell Product Announcements. Exception Rotations
shall not be counted against Inventory Balancing set forth in Section
8.c. This exception rotation privilege shall apply only if:

i. Rainmaker obtains a Novell Return Material Authorization (RMA)
prior to returning the Novell Products;
ii. Rainmaker fills out and submits a stock rotation request; and
iii. Rainmaker returns the Novell Products no later than the end of the
second month of the Fiscal Quarter.

Novell reserves the right to make partial approvals of any stock rotation
request. Rainmaker agrees to pay a 15% handling fee on returns of
previously obsoleted products not returned within the announced exception
return window. Rainmaker will not return, and Novell will have no
obligation to accept, any product after one year past an announced
obsolete date.

9. Discounts, Reporting and Payment

a. Discount. Rainmaker will receive following discounts off the Recommended
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End User Prices for Novell Subscription Services and Novell Product sales
as follows:

POS [***]

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[***]

Novell reserves the right to change these discounts at any time upon with
30 days written notification to Rainmaker. Subscription Services are
licensed only for two-year terms and directly to end users. Novell and
Rainmaker may, from time to time, engage in special, limited-time
discount programs in addition to those provided herein. All such programs
must be approved in writing by the parties.

b. Calculation of Discounts. Rainmaker's discounts for Outsource Activities
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are calculated off the Recommended End User Price for each customer type.
This margin encompasses all standard services including personnel
staffing, demand generation activities including but not limited to
direct mail, telemarketing, telephone charges, outsource infrastructure,
outsource information reporting structures, and on-going MIS
consolidation and database synchronization, etc. Customized and/or
incremental MIS projects may be made available to Novell under a separate
fee structure.

c. Quarterly Quotas. Rainmaker and Novell will mutually determine quarterly
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revenue objectives. The parties may establish additional fees on an
ongoing basis, if mutually agreed, for revenues in excess of the quotas.

d. Reporting and Payment
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i. Rainmaker will submit to Novell on a monthly basis reports of its
activities hereunder as required in Schedule 2.

ii. Rainmaker agrees to pay Novell for Novell Products within 45 days
of invoice and in accordance with such further credit and payment
terms as may be provided by Novell on the invoice or otherwise. In
the event of any inconsistencies between an invoice and this
agreement, the terms of this agreement will prevail. Novell
reserves the right to change credit and payment terms upon 60 days
notice.

iii. All payments hereunder shall be made in form and to such location
as directed from time to time by Novell. Payments made by check
from customers inside the United States and Canada must be made in
USD and sent to:

Novell, Inc.
X.X. Xxx 00000-0000
Xxxxxxxx XX 00000-0000

e. Sales Tax. Rainmaker is responsible for all applicable sales tax
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associated with the sale of the Products to an Eligible Customer.

f. Returns By Customers. Rainmaker agrees to accept all Products returns
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(not including Subscription Services) appropriately made by customers
under terms of the end user license agreement accompanying the Product.
All returns from Rainmaker to Novell must be accompanied by a standard
Novell Return Material Authorization (RMA) prior to return and made
within 45 days of Rainmaker's receipt of the product from customers. All
returns must reference the original purchase order and the RMA number.
All returns must be in their entirety. Novell agrees to refund to
Rainmaker an amount equal to the refunds Rainmaker makes to customers
under this paragraph.

10. Marketing.

a. Marketing Fund. Novell will make available an amount to be determined
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quarter by quarter by Novell but in no event to exceed [***] per
quarter of Market Development Funds to help fund sales generation
programs. With those Funds, Novell will reimburse Rainmaker at a rate of
[***] for qualified expenses provided Rainmaker (a) submits written
proposals for each sales generation program, and (b) receives written
approval by Novell for the program.

11. Trademark License.

a. License Grant. Subject to the terms and conditions of this Agreement,
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Novell grants Rainmaker a non-exclusive, indivisible, non-transferable
limited license to use the Licensed Trademark to the extent required
under this Agreement (as determined in Novell's sole discretion) and in
the manner or quality as

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determined by Novell's trademark usage guidelines or otherwise in
Novell's sole discretion.

b. No Conflicting Marks. Rainmaker represents and warrants that it does not
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currently and will not in the future claim any Novell trademark as a
trademark, service xxxx or other proprietary right.

c. Defense.
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i. Novell and Rainmaker will at all times use their commercially
reasonable efforts to preserve the value and validity of the
Licensed Trademark. Nothing in this Agreement shall be construed to
give Rainmaker any right, title, or interest in the Licensed
Trademark or any Novell trademark, except as expressly provided
herein. The right of Rainmaker to use the Licensed Trademark is
only by virtue of the license granted herein. Any trademark rights
accruing through the use of the Licensed Trademark by Rainmaker
shall accrue to the benefit of Novell alone.

ii. Rainmaker shall notify Novell of all infringements of the Licensed
Trademark or other Novell trademarks or of applications to register
trademarks which conflict with the Licensed Trademark of which
Rainmaker acquires actual knowledge. Novell shall have the sole
right to bring any action for or take any actions regarding
infringement of the Licensed Trademark, and Rainmaker shall render
any assistance required by Novell, at Novell's expense, in
enforcing or preserving the validity of the Licensed Trademark. Any
damages recovered for the infringement of The Licensed Trademark
shall belong solely to Novell.

12. Termination.

a. For Convenience. Either party may terminate this Agreement for
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convenience by providing the other party written notice of not less than
ninety (90) days. In the event of a change of the discount by Novell as
provided in xxxxxxxxx 0.x, Xxxxxxxxx may terminate this Agreement for
convenience by providing Novell written notice of not less than thirty
(30) days.

b. For Cause. Either party may terminate this Agreement for cause if the
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other party fails to observe any term or condition under this Agreement
and such failure continues for 30 days following receipt of written
notice from non-breaching party.

13. Confidentiality. The parties agree that any Confidential Information
provided under this Agreement shall be held and maintained in strict confidence.
Each party agrees to protect the confidentiality of such information in a manner
consistent with the way a reasonable person would protect similar Confidential
Information. "Confidential Information" means the information and materials
marked by a party as confidential and proprietary. "Confidential Information"
does not include information that (i) is already known to the receiving party at
the time it is disclosed and has not been obtained wrongfully, (ii) becomes
publicly known without fault of the receiving party, (iii) is independently
developed by the receiving party, (iv) is approved for release in writing by the
disclosing party, (v) is disclosed without restriction by the disclosing party
to a third party, or (vi) is disclosed pursuant to legal obligations beyond the
control of the disclosing and receiving parties.

14. Indemnification. Novell agrees to indemnify, defend and hold Rainmaker
harmless from any and all damages, liabilities, costs and expenses incurred by
Rainmaker as a result of any claim, judgment or adjudication against Rainmaker
which provides that the Novell Products, trade names or the Licensed Trademark
appropriately used by Rainmaker in connection with marketing the Novell Products
infringe any copyright, trademark, or US patent of any third party, provided:
(i) Rainmaker promptly notifies Novell in writing of the claim; and (ii)
Rainmaker agrees that Novell shall have the sole control of the defense of any
action and all negotiations for settlement and compromise. Novell's agreement to
provide a defense under this Section includes the hiring of counsel. Therefore,
costs and expenses to be borne by Novell do not include separate attorneys' fees
incurred by Rainmaker in defense of any claim unless Novell has requested in
writing the additional assistance of counsel. Novell's liability under this
Section will not exceed the greater of US $3,000,000 or the aggregate amount of
payments Rainmaker has made during the four quarters preceeding the claim,
judgement or adjudication referred to above.

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Rainmaker agrees to indemnify, defend and hold Novell harmless from any and all
damages, liabilities, costs and expenses incurred by Novell and its officers,
directors, agents and employees resulting from the Rainmaker's sales and
distribution of Product arising from Rainmaker's negligence or willful
misconduct provided: (i) Novell promptly notifies Rainmaker in writing of the
claim; and (ii) Novell agrees that Rainmaker shall have the sole control of the
defense of any action and all negotiations for settlement and compromise.
Rainmaker's agreement to provide a defense under this Section includes the
hiring of counsel. Therefore, costs and expenses to be borne by Rainmaker do not
include separate attorneys' fees incurred by Novell in defense of any claim
unless Rainmaker has requested in writing the additional assistance of counsel.
Rainmaker's liability under this Section will not exceed the greater of
US $3,000,000 or the aggregate amount of payments Rainmaker has made during the
four quarters preceding the claim, judgement or adjudication referred to
above.

15. WARRANTIES.

a. Limited Warranty. Novell provides, to End Users only, warranties for
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Novell Products in the software license agreement which accompanies each
Novell Product. Novell does not warrant non-Novell products. They are
provided by Novell on an "AS IS" basis. Any warranty service for such
products will be provided by the manufacturer of the products in
accordance with the applicable manufacturer's warranty.

b. Year 2000 Warranty. Novell warrants that the latest and any subsequent
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versions of NetWare Software, and those other products which are listed
as Y2000 Ready on Novell's Year 2000 site at
xxxx://xxx.xxxxxx.xxx/x0000/xxxxxxx.xxxx. are Year 2000 Compatible when
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used in accordance with the Documentation provided (i) the Software is
not modified unless by Novell or as authorized by Novell in writing, and
(ii) the Software is installed in a compatible system environment. Year
2000 Compatible means a Software product will, when all updates and fixes
as made available by Novell have been installed, and provided all other
products used with the Software properly exchange accurate date data with
it:

(1) Accurately process data involving dates beginning with January 1,
2000 through December 31, 2034, and,

(2) provide that date related functionalities and data fields include
the indication of century and millennium and perform calculations which
involve a four-digit year field, except that a date element may be
represented without a century and millennium if the correct century is
unambiguous for all manipulations involving that element.

This term of this warranty will begin when Rainmaker licenses the covered
Software products and ends the earlier of expiration of the Agreement or
March 31, 2000. Novell's only obligation under this warranty shall be
that if Rainmaker notifies Novell of a warranty breach during the
warranty term, Novell will at its option either remedy the problem with a
fix to the Software or by providing an upgrade to the Software that is
Year 2000 Compatible, or offer Licensee a refund of the Software purchase
price upon return of the Software. This warranty does not apply to third
party products supplied by Novell whether or not bundled with Novell
products.

c. Warranty Representations. Rainmaker is not authorized to make any
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warranty commitment on Novell's behalf, whether written or oral, other
than those contained in the applicable software license agreement.

d. LIMITATION OF WARRANTIES. THE WARRANTIES DESCRIBED IN THE APPLICABLE
------------------------
NOVELL SOFTWARE LICENSE AGREEMENT AND SECTION ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

16. LIMITATION OF REMEDIES. NOVELL'S ENTIRE LIABILITY AND RAINMAKER'S
EXCLUSIVE

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REMEDY FOR ANY CLAIMS CONCERNING THE AGREEMENT AND NOVELL PRODUCTS ACQUIRED
UNDER THE AGREEMENT ARE SET FORTH IN THIS SECTION AND SECTION 14.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, NEITHER PARTY SHALL
BE LIABLE TO THE OTHER (WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF
LIABILITY) FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING
LOST PROFITS) SUSTAINED OR INCURRED IN CONNECTION WITH THE AGREEMENT AND THE
NOVELL PRODUCTS THAT ARE SUBJECT TO THE AGREEMENT, WHETHER OR NOT SUCH DAMAGES
ARE FORESEEABLE.

17. Assignment. The Agreement shall be binding upon and inure to the benefit of
the legal representatives, assigns, and successors-in-interest of the parties.
Rainmaker may not assign this Agreement or any of its rights or obligations
hereunder without the prior written consent of Novell.

18. Entire Agreement. This Agreement constitutes the entire agreement among the
parties pertaining to the subject matter set forth herein and supersedes all
drafts and other communications and any other instrument purporting to be an
agreement of the parties hereto.

19. Expenses. Each party will bear its own expenses in the negotiation and
completion of this Agreement.

20. Applicable Law. This Agreement shall be subject to and governed by the laws
of the state of Utah. The parties consent to the jurisdiction and venue of the
state and federal courts sitting in the State of Utah.

21. Survival of Terms. The provisions of the Agreement which by their nature
extend beyond the Expiration Date or other termination of the Agreement will
survive and remain in effect until all obligations are satisfied.

22. Waiver. No waiver of any right or remedy on one occasion by either party
shall be deemed a waiver of such right or remedy on any other occasion.

23. Attorneys' Fees. If either party initiates legal proceedings to enforce a
term of the Agreement, the prevailing party will be entitled to recover
reasonable attorneys' fees and costs.

24. Notice. Unless otherwise agreed to by the parties, all notices required
under the Agreement shall be deemed effective when sent in writing by either (i)
registered mail, (ii) certified mail, return receipt requested, (iii) overnight
mail, properly addressed, or (iv) by telephone facsimile transfer appropriately
directed to the attention of the party executing the Agreement or that person's
successor.

25. U.S. Export Laws and Regulations. Rainmaker agrees to comply with all
applicable United States and foreign export/import laws and regulations.
Rainmaker agrees not to export any Novell Product directly or indirectly,
separately or as part of a system, without first obtaining proper authority to
do so from the appropriate governmental agencies or entities, as may be required
by law. Rainmaker acknowledges that U.S. export control laws and regulations
apply to technology and software supplied by Novell. If Novell's shipping
documents indicate that technology and/or software has been exported to
Rainmaker under License Exception TSR (Technical Software Restricted), Customer
agrees Section i. below applies. If Novell's shipping documents indicate that
software has been exported to Rainmaker under License Exception TMP (Temporary),
Customer agrees Section ii. below applies.

i. Rainmaker will not knowingly export or re-export the technology and/or
software supplied by Novell to any country or entity or for any use
prohibited by the U.S. Export Administration Regulations ("EAR")
unless authorized by the U.S. Government.

ii. Rainmaker certifies that this beta test software will only be used for
beta testing purposes, and will not be leased, sub-licensed, assigned
or otherwise transferred, or export any product, process or services
that is the direct product of the beta test software.

26. Records Examinations. During the term of this Agreement and for one year
thereafter, Rainmaker agrees to keep and maintain, in a true and accurate

Confidential Execution original
--------------------------------------------------------------------------------

manner, all usual and proper records and books of account. Rainmaker agrees to
allow Novell to examine its accounts and records to determine Rainmaker's
compliance or noncompliance with the Agreement. Any examination shall be at the
expense of Novell and shall be solely for the purpose of ensuring compliance
with the Agreement. However, if any such examination discloses underpayment by
Rainmaker by [***] or more, the cost of such examination shall be paid by
Rainmaker. Any examination shall be conducted only by an authorized
representative(s) of Novell, or its designee, and shall occur during regular
business hours at Rainmaker's offices and shall not interfere unreasonably with
Rainmaker's business activities. Examinations shall be made no more frequently
twice each year and Novell shall give Rainmaker 10 days or more prior written
notice of the date of each such examination and the name of the Novell
authorized representative who will be conducting the examination. All
information obtained by the Novell authorized representative conducting the
audit shall be maintained confidential by such representative. Notwithstanding,
the examiner shall give the parties an examination report containing only the
information necessary to indicate compliance or non-compliance with the
Agreement. To the extent that an audit reveals non-compliance with terms of the
Agreement or Program Description, Novell shall have the right to recover or
withhold as a set-off the amount lost.

27. Government Rights. Rainmaker agrees to (i) identify the Novell Products in
all proposals and agreements with the United States Government or any contractor
for the United States Government; and (ii) identify or xxxx the Novell Products
provided pursuant to any agreement with the United States Government or any
contractor for the United States Government as necessary to obtain protection
substantially equivalent to that afforded commercial computer software and
related documentation developed at private expense and provided with Restricted
Rights as defined in DOD FAR Supplement 48 C.F.R. 252.227-7013(c)(1)(ii) in
effect as of May 18, 1987 or any successor regulation.

Confidential Execution original
--------------------------------------------------------------------------------

In witness whereof, the parties have caused this Agreement to be executed by
their duly authorized representatives.

Novell, Inc. Rainmaker Corporation

Signature /s/ Xxxx Xxxxxxx Signature /s/ Xxxxxxx Xxxxxx
-------------------------- -------------------------

Name Xxxx Xxxxxxx Name Xxxxxxx Xxxxxx
------------------------------ -----------------------------

Title VP Sales Title CEO
------------------------------ -----------------------------

Date 3/26/99 Date 3-19-99
------------------------------ -----------------------------

Schedule 1

Upgrades and Subscription Services for:

NetWare

Schedule 2

Reports

Rainmaker will prepare and submit the following reports in form and medium
prescribed by Novell from time to time on the time tables listed below.

1. Weekly Sales Report
-------------------

A Weekly Sales report will be due each Monday for the preceding week. This
report will include a sales summary by product classification and a detailed
report by SKU numbers. This report will be sent to Xxxxxxx Xxxxx in Excel
format.

2. Monthly Sales Report
--------------------

The Monthly Sales Report will contain all sales activities for the previous
month. This report will be due on the 10th day each month in ASCII format and
will be equal to Rainmaker's purchase order total below. This report will be
sent to ______________.

Monthly Sales Report
--------------------

. Contract Number
. Customer Name
. Customer Address, City, State County, Zip/Postal Code
. Novell part number/SKU
. Product Serial Number (if provided to Rainmaker by reseller or end user)
. Novell product description
. retail sales price
Discounted amount due Novell
. quantity sold/shipped
. start date of subscription period
. End Date of subscription period
. Customer Contact Name
Customer Contact Title
Customer Contact Phone
Customer Contact Fax

3. Purchase Orders
---------------

The purchase order will contain the following summarized by unique part
number/SKU and subscription billing periods (when applicable):

. Total Units sold
. List Price
. Discount Amount
Discount Percent
. Start Date of subscription period
End Date of subscription period

Each purchase order will clearly identify the reporting month and year.

4. Customer Commitment Information Report.
--------------------------------------

The Customer Commitment Information Report will contain all Customer
subscription information (as

--------------------------------------------------------------------------------

prescribed by Novell and as identified in addition to the above) gathered during
the previous month. The report shall be due by the 10/th/ day of each month.

5. Management Report.
-----------------

The Management Report will be due the 10/th/ of each month and will contain the
following:

. a six-month rolling forecast of sales activities and revenues.

6. Multiple-Server Customer Report.
-------------------------------

The Multiple-Server Customer Report will be due the 10/th/ of each month and
will contain subscription deliverable requirement for Customers who have
multiple serves and forecasts of Customer requirements for the fulfillment of
each Product update.

--------------------------------------------------------------------------------

Schedule 0
Xxxxxxx Xxxxxx Price of Upgrades

[To be provided by Rainmaker]

------------------------------------------------------------------------------------------------------------------------------------
XX0 XX0
Upgrade Upgrade NW5 Upgrade NW5 Upgrade NW5 Upgrade NW5 Upgrade NW5 Upgrade
NW5 Base 5-user 10-user 25-user 50-user 100-user 250-user 500-user
Server Additive Lic. Additive Lic. Additive Lic. Additive Lic. Additive Lic. Additive Lic. Additive Lic.
------------------------------------------------------------------------------------------------------------------------------------

Upgrade Pricing
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
CDW $ [***] $ [***] $ [***] $ [***] $ [***] $ [***]
------------------------------------------------------------------------------------------------------------------------------------
** $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***]
------------------------------------------------------------------------------------------------------------------------------------
Microwarehouse $ [***] $ [***] $ [***] $ [***] $ [***] $ [***]
------------------------------------------------------------------------------------------------------------------------------------
** $ [***] $ [***] $ [***] $ [***] $ [***] $ [***]
------------------------------------------------------------------------------------------------------------------------------------
Insight $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***]
------------------------------------------------------------------------------------------------------------------------------------
** $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***]
------------------------------------------------------------------------------------------------------------------------------------
NecxDirect $ [***]
------------------------------------------------------------------------------------------------------------------------------------
** $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***]
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Average $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***]
------------------------------------------------------------------------------------------------------------------------------------
Avg Call-in Price $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***]
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Avg. Street Price $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***]
------------------------------------------------------------------------------------------------------------------------------------
MSRP $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] $ [***]
------------------------------------------------------------------------------------------------------------------------------------
Avg. Discount
off Full Retail [***] [***] [***] [***] [***] [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------

-----------------------------
Average discount
across all
stratifications [***]
-----------------------------

Schedule 4
Projected Revenue

--------------------------------------------------------------------------------

Amendment to the
Outsource Services Agreement
between
Novell, Inc. and Rainmaker Systems, Inc.

This is an Amendment ("Amendment") to the Outsource Services Agreement
("Agreement") between Novell, Inc., with offices 0000 Xxxxx Xxxxxxxxxx Xxx,
Xxxx, Xxxx 00000 ("Novell") and Rainmaker Systems, Inc. with offices at 0000
Xxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxxx, XX 00000 ("UniDirect"). It becomes
effective when signed by authorized representatives of both parties.

This Amendment amends certain terms contained in the Agreement as set forth
below. All terms of the Agreement not amended hereby shall remain in force. If
there is any inconsistency between the Agreement and this Amendment, this
Amendment shall control. The parties therefore agree as follows:

1. Paragraph 9.a. is amended to read as follows:

"9. Discounts, Reporting and Payment

a. Discount. Rainmaker will receive the following discounts off the
Recommended End User Prices for Novell Subscription Services and
Novell Product sales as follows:

POS [***]
Rescue [***]
Full License Product [***]
Education [***]

Novell reserves the right to change these discounts at any time upon
with 30 days written notification to Rainmaker. Subscription Services
are licensed only for two-year terms and directly to end users.
Novell and Rainmaker may, from time to time, engage in special,
limited-time discount programs in addition to those provided herein.
All such programs must be approved in writing by the parties."

2. Schedule 1 is replaced with the attached new Schedule 1.

All other terms of the Agreement remain unchanged.

NOVELL, INC. RAINMAKER SYSTEMS, INC.

Signature /s/ XXXXXX XXXXXXX Signature /s/ XXXXXXX XXXXX
---------------------------- -----------------------

Print Name Xxxxxx Xxxxxxx Print Name Xxxxxxx Xxxxx
---------------------------- -----------------------

Title Executive VP WW Sales and Mrktg Title Channel Account Manager
-------------------------------- ----------------------------

Date 9/8/99 Date 9/3/99
-------------------------------- ----------------------------

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities & Exchange Commission.

Schedule 1

Upgrades and Subscription Services for:

NetWare
GroupWise
BorderManager
ManageWise
ZENworks
NetWare 3.2 Enhancement Pack
GroupWise 5.5 Enhancement Pack

Additive User Licenses:

NetWare
Bordermanager

Full License Products:

ZENworks

Education:

NetWare 5 CNE Self-Study Kit
NetWare 4.11 to NetWare 5 Update
NetWare 5 Administration
Online Mentoring
Networking Technologies
NetWare 5 Advanced Administration
NDS Design and Implementation
Integrating NetWare and Windows NT
NetWare Service and Support

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Table of Contents

Outsource Services Agreement between Novell, Inc. and Rainmaker Systems, Inc.

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