AMENDMENT OF EMPLOYMENT AGREEMENT

Exhibit 99.2

AMENDMENT OF EMPLOYMENT AGREEMENT

This Amendment of Employment Agreement (“ Amendment ”) is made and entered into as of November 19, 2007, by and between Rainmaker Systems, Inc., a Delaware corporation (the “ Company ”), and Steve Valenzuela (“ Employee ”), for the purpose of amending the Employment Agreement dated as of February 24, 2005, by and between the Company and Employee, as amended by an Amendment of Employment Agreement dated as of February 1, 2007 (as so amended, the “ Employment Agreement ”). Capitalized terms not otherwise defined herein have the meaning ascribed to such terms in the Employment Agreement.

WHEREAS, the Employment Agreement currently provides for an annual base salary for Mr. Valenzuela of $259,000;

WHEREAS, the Employment Agreement also provides that upon a Change in Control that results in a material reduction in Employee’s position or responsibilities within the Company, all option shares then held by Employee and not otherwise vested shall immediately vest in full;

WHEREAS, upon the terms and conditions set forth herein, the Company and Employee desire to amend the Employment Agreement (i) to provide for an annual base salary of $290,000 effective January 1, 2008, and (ii) to clarify that upon a Change in Control that results in a material reduction in Employee’s position or responsibilities within the Company, all grants of restricted shares (in addition to option shares) then held by Employee and not otherwise vested shall immediately vest in full; and

WHEREAS, upon the terms and conditions set forth herein, the Company and Employee desire to confirm that Employee’s Target Annual Bonus Amount for 2008 has been set at 51% of his annual base salary.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth herein, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows: