<PAGE>

                                                                   EXHIBIT 10.31

                                SciQuest, Inc.
                              SERVICES AGREEMENT

     This Services Agreement ("Agreement") is entered into the ______ day of
_______________ 2001 (the "Effective Date") by and between SciQuest, Inc., a
Delaware corporation ("SciQuest"), having an address of 5151 McCrimmon Parkway,
Suite 216, Morrisville, North Carolina 27560 and ________________, a ___________
("Client"), having an address of _________________. Agreement" shall include, by
reference, all Supplements executed pursuant to this Agreement.

     WHEREAS, Client and SciQuest desire to agree on the provisions applicable
to performance of services (defined below);

     NOW, THEREFORE, in consideration of the mutual promises herein contained,
Client and SciQuest hereby agree as follows:

1.   Services

SciQuest shall perform the services (the "Services") set forth herein and in any
Supplement(s) (the "Supplement(s)") attached hereto. The Supplement(s) may
contain additional terms applicable to the particular Services. In the event of
a conflict between the terms hereof and a Supplement(s), the terms of the
Supplement(s) shall control with respect to the services provided under that
Supplement.

2.   Client Responsibilities

Client shall accept purchase orders provided by SciQuest electronically via EDI,
ADX (a third party electronic transaction clearing house), XML, FAX or upon such
other method as agreed to by the parties.

3.   Client Representative

Client shall designate a representative (the "Client Representative"), who shall
be Client's sole point of contact for all issues related to this Agreement.
SciQuest, may, but is not obligated to, communicate with any other Client
employee or agent with respect to issues or questions related to this Agreement.
Client may appoint a back up to the Client Representative. The Client
Representative and his or her back up shall be specified in the applicable
Supplement.

4.   Fees, Expenses, Taxes

(a)  Client shall pay SciQuest the rates and fees specified in the applicable
     Supplement. Any revision of the rates or fees set forth in a Supplement
     must be mutually agreed upon by the parties and set forth in a written
     amendment to the applicable Supplement, which must be signed by both
     parties. If the parties cannot agree on a revision of rates or fees prior
     to the beginning of a renewal term, then the then current rate and fees
     shall apply. The fees payable under this Agreement shall not include local,
     state or federal sales, use, value-added, excise or personal property or
     other similar taxes or duties and any such taxes shall be assumed and paid
     by the Client except those taxes based on the net income of SciQuest.

(b)  SciQuest shall issue an invoice for the fees for Services as detailed in
     each Supplement. All payments shall be made no later than fifteen (15) days
     after the date of invoice. All payments not received when due shall accrue
     interest at the rate of one and one-half percent (1.5%) per month.

5.   Ownership and Rights

SciQuest shall own all work product, deliverables or other material resulting
from Services, including the eCatalogs comprising the data compilation and the
converted product data (collectively, the "Work Product") including without
limitation all copyrights, rights to create derivative works, patents,
trademarks, trade secrets, mask works and any other intellectual property rights
pertaining to the Work Product ("Intellectual Property Rights"), and Client
hereby irrevocably transfers, assigns and conveys to SciQuest all its right,
title and interest in and to the Work Product. SciQuest hereby grants to Client,
solely for its internal business purposes, a nonexclusive, nontransferable,
worldwide, royalty free, perpetual license to use, reproduce and display any
Work Product delivered to Client hereunder. Notwithstanding the foregoing,
SciQuest shall not own Client's product data.

6.   Warranties on Services and Work Product

(a)  SciQuest warrants that the Services shall be performed in a professional
     manner and to standards not less than those generally accepted in the
     industry. The foregoing Warranty shall not apply to any portion of Work
     Product that has been used by Client in a manner inconsistent with the
     provisions of this Agreement or any other agreement between Client and
     SciQuest or modified by a party other than SciQuest without SciQuest's
     prior written approval.

(b)  Client represents and warrants that (i) the use of materials, product data,
     and/or information or other resources supplied to SciQuest by Client
     hereunder shall not infringe any copyright, patent, trademark, trade
     secret, or other proprietary right of any third party.

(c)  Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, WITH RESPECT TO
     ----------
     THE SERVICES AND THE WORK PRODUCT, SCIQUEST MAKES AND CLIENT RECEIVES NO
     OTHER WARRANTIES, EXPRESS OR IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED ALL
     WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.   Representations and Warranties of Client

The execution and delivery of this Agreement, including each Supplement, shall
not conflict with or result in a breach of the terms, conditions or provisions
of, or give rise to a right of termination under, or constitute a default under,
or result in any
<PAGE>

violation of any agreement, contract, instrument, order, judgment, decree,
statute, law, rule or regulation to which Client is subject.

8.   SciQuest Employees and Contractors

SciQuest is engaged in the business of providing software products, services and
electronic commerce solutions to a variety of clients. SciQuest shall not be
limited or restricted in any way, with respect to the assignment and/or
reassignment of its employees and/or contractors who have worked on the Services
under this Agreement, to other business pursuits with any other customer whether
or not similar to the Services provided under this Agreement. SciQuest therefore
may use the data processing, information processing techniques, ideas, concepts,
know-how and expressions embodied in the Services in its business pursuits with
others.

9.   Independent Contractor

The relationship of the parties established by this Agreement is solely that of
independent contractors, and nothing contained in this Agreement shall be
construed to (a) give any party the power to direct and control the day-to-day
activities of the other; or (b) constitute such parties as partners, joint
venturers, co-owners or otherwise as participants in a joint or common
undertaking; or (c) make either party an agent of the other for any purpose
whatsoever, except as expressly authorized by the other. Neither party (nor its
agents and employees) is the representative of the other for any purpose, and
neither has power or authority to act as agent or employee to represent, to act
for, bind, or otherwise create or assume any obligation on behalf of the other.

10.  Indemnities

(a)  SciQuest shall indemnify and hold Client harmless from any and all claims,
     suits or proceedings, losses, damages, liabilities and costs (including,
     without limitation, reasonable attorneys' fees) which are attributable to
     infringement by the Work Product of any copyrights, patents, trademarks,
     trade secrets, or other intellectual property rights. Notwithstanding
     anything herein to the contrary, SciQuest shall have no indemnification
     obligation in the event such infringement is caused by Client's acts or
     omissions, or if the Work Product causing the infringement was developed by
     SciQuest from data or content provided by Client.

(b)  Client will defend, indemnify and hold harmless SciQuest, its officers,
     directors, agents and employees, against and with respect to all claims,
     lawsuits, liabilities, losses, costs and expenses, including reasonable
     attorneys' fees, suffered or incurred by them as a result of (i) any claim
     that a Client product was defective or harmful or violated a warranty of
     Client, (ii) any Client pricing policies or practices; (iii) the
     infringement by Client product data or products of any third party right,
     and/or (iv) any breach of Client's obligations hereunder.

11.  Term/Termination

(a)  This Agreement shall commence on the Effective Date and shall continue for
     a twelve (12) month period, renewing automatically for successive twelve
     (12) month renewal terms unless the Agreement is terminated as set forth
     under this Agreement. The term applicable to each of the particular
     Services shall be specified in the applicable Supplement.  In no event
     shall a term under a Supplement extend beyond the term of this Agreement.

(b)  Either party may terminate this Agreement for any reason as of the last day
     of each twelve-month term by one party giving the other written notice at
     least thirty (30) days prior to the last day of the current twelve-month
     term.  Termination of this Agreement shall automatically terminate each of
     the Supplements.

(c)  This Agreement may be terminated by either party upon a breach by the other
     party of any material term of the Agreement, which breach is not cured
     (unless such breach is incapable of cure, such as breach of the
     confidentiality provisions hereof) within thirty (30) days notice thereof,
     or such longer period as may be mutually agreed by the parties. Upon
     termination pursuant to this Paragraph 12(c), all Supplements shall
     automatically terminate.

(d)  Either party may terminate this Agreement, and all Supplements attached
     hereto, immediately upon notice to the other party if such other party
     becomes insolvent, any proceedings under the bankruptcy or insolvency laws
     is brought by or against such other party, or a receiver or trustee is
     appointed for such other party.

Following a termination under this Paragraph, Client shall, within ten (10) days
of such termination, pay SciQuest for all work performed through and including
the date of termination according to the fees and rates set forth in the
applicable Supplement.

12.  Limitation on Liability

IN NO EVENT SHALL SCIQUEST'S LIABILITY FOR ANY AND ALL CLAIMS OR DAMAGES ARISING
UNDER THIS AGREEMENT EXCEED THE AMOUNT SET FORTH UNDER THE SUPPLEMENT GIVING
RISE TO THE CLAIMED LIABILITY DURING THE YEAR IN WHICH THE CLAIM AROSE. IN
ADDITION, IN NO EVENT SHALL CLIENT OR SCIQUEST BE LIABLE FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES INCLUDING LOSS OF DATA OR
PROFITS RELATED TO, OR AS A RESULT OF, THIS AGREEMENT, THE SERVICES PROVIDED
HEREUNDER OR THE USE OR PERFORMANCE OF A WORK PRODUCT.

13.  Employment

SciQuest and Client agree that the employees of each may possess technical
abilities that are in great demand and further agree that each party has
<PAGE>

incurred substantial expense in recruiting and training such employees and would
incur even greater expense if required to replace any such employee. Therefore,
SciQuest and Client each agree not to recruit or employ, either directly or
indirectly, a present employee of the other during the term of this Agreement or
any other agreement between them, and for one (1) year following termination of
all such agreements.

14.  Insurance

Client will maintain adequate product liability and general liability business
insurance, which is normal and customary for Client's industry, and will
maintain the insurance through the term of this Agreement and thereafter for the
applicable statute of limitations period for product liability claims.

15.  Force Majeure

Neither party shall be liable to the other by reason of any failure of
performance hereunder (except failure to pay) if such failure arises out of
causes beyond such party's reasonable control, despite the reasonable efforts
and without the fault or negligence of such party. Any party experiencing such
an event shall give as prompt notice as possible under the circumstances.

16.  Assignment

This Agreement shall bind the parties and their successors and permitted
assigns. Neither party may assign this Agreement or any Supplement without the
prior written consent of the other; with respect to Client, the term "assign" or
"assignment" shall include any transfer by merger, acquisition, stock transfer
or other consolidation of Client with another entity or sale of all or
substantially all of Client's assets. Any assignment attempted without the
written consent of the other party shall be void. Notwithstanding the foregoing,
SciQuest may assign this Agreement and all its rights and obligations hereunder
to any entity acquiring substantially all of its stock or assets.

17.  Waiver

No delay or omission by either party to exercise any right or power it has under
this Agreement shall impair or be construed as a waiver of such right or power.
A waiver by either party of any covenant or breach shall not be construed to be
a waiver of any succeeding breach or of any other covenant. All waivers must be
in writing and signed by the party waiving its rights.

18.  Notice

Any notice, consent or other communication in connection with the Agreement
shall be in writing and may be delivered in person, by mail or by facsimile
copy. If hand delivered, the notice shall be effective upon delivery. If by
facsimile copy, the notice shall be effective when sent. If served by mail, the
notice shall be effective three (3) business days after being deposited with the
United States Postal Service by certified mail, return receipt requested,
addressed appropriately to the intended recipient, as follows:

If to SciQuest:

SciQuest, Inc.
5151 McCrimmon Parkway, Suite 216
Morrisville, NC 27560
Attention: Chief Executive Officer

If to Client:

_______________________________

_______________________________

_______________________________

_______________________________

Each party may change its address for notification purposes by giving the other
party written notice of the new address and the date upon which it shall become
effective.

19.  Governing Law

This Agreement shall be governed by and construed in accordance with the
internal substantive and procedural laws of the State of North Carolina without
regard to conflict of law principles.

20.  Entire Agreement and Release

This Agreement, including all of its Supplements, each of which is incorporated
into this Agreement, is the entire agreement between the parties with respect to
its subject matter, and supercedes and replaces any prior agreement between the
parties with respect to said subject matter and there are no other
representations, understandings or agreements between the parties relative to
such subject matter.  No amendment to, or change, waiver or discharge of any
provision of this Agreement shall be valid unless in writing and signed by any
authorized representative of the party against which such amendment, change,
waiver or discharge is sought to be enforced.

21.  General

(a)  Compliance with Laws. Each party shall comply with all governmental
     (including federal, state and local) laws, statutes, rules and regulations
     applicable to this Agreement and in the conduct of its business.  Failure
     to comply with this provision shall constitute a material default under
     this Agreement entitling the non-breaching party to terminate this
     Agreement.

(b)  Survival. The parties agree that payment obligations and any provision in
     this Agreement or any of the Supplements which by its terms or nature is
     intended to survive shall survive termination of this Agreement and any
     Supplement.

(c)  Severability. If any provision of this Agreement is held to be
     unenforceable, then both parties shall be relieved of all obligations
     arising under such provision, but only to the extent that such provision is
     unenforceable, and this Agreement shall be deemed amended by modifying such
<PAGE>

     provision to the extent necessary to make it enforceable while preserving
     its intent or, if that is not possible, by substituting another provision
     that is enforceable and achieves the same objective and economic result.
     IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH PROVISION OF THIS AGREEMENT
     WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES,
     INDEMNIFICATION OR EXCLUSION OF DAMAGES OR OTHER REMEDIES IS INTENDED TO BE
     ENFORCED AS SUCH.  FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN
     THE EVENT ANY REMEDY UNDER THIS AGREEMENT IS DETERMINED TO HAVE FAILED OF
     ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF
     DAMAGES OR OTHER REMEDIES SHALL REMAIN IN EFFECT.

     IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed by its duly authorized representative.


Client:                                       SciQuest, Inc.

By: __________________________________        By: ____________________________

Print Name: __________________________        Print Name: Stephen J. Wiehe

Title: _______________________________        Title: Chief Executive Officer

Date: ________________________________        Date: __________________________


This Agreement may contain the following Supplements:

Schedule A:  CONTENT MANAGEMENT SERVICES SUPPLEMENT

Schedule B:  STOREFRONT LICENSE SUPPLEMENT

Schedule C:  SciCentral LICENSE SUPPLEMENT
<PAGE>

                                SciQuest, Inc.
                    CONTENT MANAGEMENT SERVICES SUPPLEMENT
                     Schedule A to the Services Agreement

     This is a Supplement (the "Supplement") to the Services Agreement between
SciQuest, Inc. and _______________originally dated __________________. This
Supplement is entered into as of the date of the last signing (the "Effective
Date"). The following terms are agreed to by the parties and should be read with
the Services Agreement as if originally contained in the Services Agreement.
Where the terms of this Supplement conflict with the terms of the Service
Agreement, the terms of this Supplement will take precedence over the terms of
the Services Agreement only with regard to the rights and obligations set forth
in this Supplement.

1.   Grant of Rights

Subject to the terms and conditions set forth in this Content Management
Supplement and the Services Agreement, Client hereby grants to SciQuest a
nontransferable, nonexclusive right to (I) create derivative works of Client's
product data by formatting, categorizing and, where necessary, enriching the
product data (such derivative works are referred to hereinafter as the
"eCatalogs"); and (ii) display and distribute the eCatalogs via public and
private web sites operated by SciQuest.

2.   Data Enrichment Services

Client hereby grants to SciQuest the right to edit or truncate any raw product
data as necessary in order to create the eCatalogs. Client will promptly provide
a complete data set to SciQuest. Client shall have the right to approve the
eCatalog before it is made available to buyers. Upon delivery of the enriched
data to Client, Client shall review such data and advise SciQuest in writing no
later than seven (7) days following delivery of Client's rejection or approval
of the enriched data. Failure to provide notice within the time frame set forth
above shall result in such data being deemed approved. If the data is rejected,
Client shall include with the notice a written description detailing the reason
for rejection.

3.   Data Management and Storage Services

SciQuest shall store Client's eCatalogs in a secured backed-up format and
provide the following data management services: product price updates, deletion
of discontinued products from the eCatalogs, and process changes to eCatalogs,
in accordance with the frequency specified in the attached Exhibit B. All
                                                           ---------
updates and changes to eCatalogs (i.e., changes to prices and product
descriptions) shall be provided to SciQuest in electronic format and will be
performed by SciQuest as soon as practical after receipt of the applicable
information from Client. Client acknowledges that the speed in which its
eCatalogs is updated is a function of the (i) the quality and format in which
the data is provided to SciQuest, and (ii) the quantity of updates to be
performed. In no event will SciQuest be liable for the timeliness of updates to
the eCatalogs.

4.   Payment

In consideration of services provided by SciQuest under this Content Management
Supplement in Exhibit A attached, Client shall pay to SciQuest the "Fees" set
              ---------
forth in the attached Exhibit B. All payments shall be made in accordance with
                      ---------
the terms and conditions of the Services Agreement unless otherwise set forth in
Exhibit B.
---------

5.   Term and Termination

(a)  This Content Management Supplement shall commence on date first set forth
     above and shall have an initial term of twelve (12) months. Thereafter this
     Content Management Supplement shall automatically renew for successive
     twelve month periods unless either party gives written notice of its intent
     not to renew to the other party not less than thirty (30) days prior to the
     end of the then current term. Notwithstanding the foregoing, Iin no event
     shall a term under a Supplement extend beyond the term of the Services
     Agreement.

(b)  This Supplement may be terminated by either party upon a breach by the
     other party of any material term of the Supplement, which breach is not
     cured (unless such breach is incapable of cure, such as breach of the
     confidentiality provisions hereof) within thirty (30) days notice thereof,
     or such longer period as may be mutually agreed by the parties.

6.   Client Representative

The Client Representative for all issues arising under this Content Management
Supplement shall be the following person.

Name:_______________________________________
Telephone Number:___________________________
Facsimile Number:___________________________
Email Address:______________________________

Client Representative Back-up, if any.
Name:_______________________________________
Telephone Number:___________________________
Facsimile Number:___________________________
Email Address:______________________________

7.   Remedies

SciQuest's sole liability for inability to perform in accordance with the terms
of this Supplement shall be for direct damages not to exceed the Fees previously
paid by Client to SciQuest under this Supplement in the year the claim arises
prorated on a monthly basis. IN NO EVENT SHALL CLIENT OR SCIQUEST BE LIABLE FOR
SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES INCLUDING
LOSS OF DATA OR PROFITS RELATED TO, OR AS A RESULT OF, THE SERVICES UNDER THIS
SUPPLEMENT OR THE USE OR PERFORMANCE OF A WORK PRODUCT.

                                                                          Page 5
<PAGE>

     IN WITNESS WHEREOF, the undersigned have caused this Content Management
Supplement to be executed by their duly appointed representatives.


Client:                                 SciQuest, Inc.

By: ______________________________      By: _________________________________

Print Name: ______________________      Print Name: Stephen J. Wiehe

Title: ___________________________      Title: Chief Executive Officer

                                                                          Page 6
<PAGE>

              Exhibit A:  Content Management Services Supplement


This Schedule describes the data enrichment, management and storage services to
be performed by SciQuest. Some or all of these services will be performed based
on the data type and services required under Exhibit B, unless otherwise
indicated. If services are required that are not listed in this Schedule and not
otherwise contained in this Content Management Services Supplement, they will be
quoted and performed under a separate Schedule.

Initial Data File Review
------------------------
A SciQuest Scientific Content Developer (SCD) will send the Client a copy of the
SciQuest Electronic Data format template. The Client will provide SciQuest their
data in the format specified in Exhibit B. Upon receiving a Client's data, the
SCD will perform an initial review of a representative sample of (20) SKU's from
the data file. The SCD will verify that the representative sample set is in the
expected format, and that the data has not been corrupted during transmission.
The SCD will check the sample data set for the following:

     .  Accurate and satisfactory short description, product part number (SKU),
        shipping weight, shipping method, product name and product price

The SCD will verify this sample data against Client catalogs, websites, and/or
through the Client designated contact.  If the data is incomplete, corrupt, or
otherwise insufficient to continue the loading process, SciQuest will contact
the Client for a replacement or additional data.

Data Conversion
---------------
Data received in graphics files or paper form must first be converted into
SciQuest's standard file format. Electronic data files are verified by SciQuest
to conform to SciQuest's standard file format and prepared for loading into the
development environment.

Edit Product Descriptions
-------------------------
SciQuest SCD will review and edit the textual descriptions for each product item
to determine if specific descriptions are clear and consistent among products.
In addition, SCD will identify keywords from the product description to be
included in the SciQuest keyword search.

Edit Product Attributes
-----------------------
SciQuest will extract the relevant attributes from product information based on
the context of the product, and then normalize these attributes across product
categories to be used in product search and description.

Attach Product Images
---------------------
SciQuest SCDs will check all Client provided images to verify the following:
     .  Clarity of the image is acceptable for presentation on the web
     .  The format of the file is not so large as to impact performance
     .  The picture is an accurate representation of the product

Insert Product Links
--------------------
The SCD will verify a sample of no more than 10% of the links provided by the
Client to determine that the link is active and that it transfers the user to an
appropriate page on the Client website.  When links are invalid or inaccurate,
the SCD will contact the Client to retrieve the correct link.

Categorization
--------------
The SCD will review the Client product information and assign a category based
on SciQuest's industry standardized set of scientific categories.

Load Buyer Specific Pricing
---------------------------
The Client will provide SciQuest with a standard price to be loaded for each
product in the catalog.  Where the Client has prices for specific buyers who
utilize a private marketplace powered by SciQuest, the Client will provide
SciQuest with a price file for these customers.

Perform Internal Data Quality Assurance
---------------------------------------
Once the categorization and enrichment processes are complete, SciQuest will
perform a Quality Assurance test on the Client's data.  This test includes a
representative sample of the Client's data not to exceed 10% of the total number
of SKUs.

                                                                          Page 7
<PAGE>

Verification processes include the data has the following:
     .  Correct standard attributes
     .  No truncated fields
     .  HTML tagging ASCII codes are correct
     .  Prices exist
     .  Categories exist

Perform Client Preview
----------------------
SciQuest will provide the Client with access to the entire data file.  The
Client will, within (7) days, perform a detailed review of the file.  The Client
may submit change requests to the SCD for processing within the 7-day Client
review period.

Promote and Test Data in Production Environment
-----------------------------------------------
Once the Client has approved the data, or the 7-day approval period has lapsed,
whichever comes first, the data will be promoted onto the production
environment.

                                                                          Page 8
<PAGE>

               Exhibit B: Content Management Services Supplement

                               Pricing Schedule

Services

     Data storage and maintenance for ____________ SKU's at the SciQuest site

Data submission

     SciQuest will accept data in an electronic spreadsheet - SciQuest template

Pricing Maintenance

     SciQuest will load one price file as the standard or list price, and
     subsequent price files for individual buyer marketplaces, powered by
     SciQuest, where applicable.

Update frequency

     SciQuest will update SKU's :        Bi-Annually

     SciQuest will update price files:   Quarterly

Adds, Deletes, Changes

     Client may add up to 25 new SKU's or 5% of the total number of SKU's listed
     above, whichever is greater, under the terms of this Supplement without
     additional fees.


Payment Options: Choose One

     _____Total Annual Fee    $_________ due upon contract signing

     _____Quarterly Payments  (4) quarterly payments of $__________, first
                              payment due upon contract signing

     Client's Initials _________  Date:  __________________

                                                                          Page 9
<PAGE>

                                SciQuest, Inc.
                         STOREFRONT LICENSE SUPPLEMENT
                     Schedule B to the Services Agreement

     This is a supplement (the "Supplement") to the Services Agreement between
SciQuest, Inc. and _____________________ originally dated _____________. This
Supplement is entered into as of the date of the last signing (the "Effective
Date"). The following terms are agreed to by the parties and should be read with
the Services Agreement as if originally contained in the Services Agreement.
Where the terms of this Supplement conflict with the terms of the Service
Agreement, the terms of this Supplement will take precedence over the terms of
the Services Agreement only with regard to the rights and obligations set forth
in this Supplement.

1.   Access; License

(a)  Subject to the terms of this Supplement, SciQuest will make the web-based
     software applications listed in Exhibit B (the "SciQuest Applications")
                                     ---------
     available to Client for its internal business use via the Internet, and
     SciQuest hereby grants Client during the term set forth in this Supplement
     a nonexclusive, nontransferable right and license (without rights to
     sublicense) to use the SciQuest Applications to allow customers to review
     and purchase Client's products.  Client shall not allow its affiliates,
     subsidiaries (except as set forth on Exhibit A), consultants, agents or any
                                          ---------
     third parties to use the SciQuest Applications, nor will Client use the
     SciQuest Applications on their behalf.

(b)  Operation; Access. SciQuest will host and operate the SciQuest Applications
     on computer servers accessible by Client via the Internet. Client will post
     on its website the terms and conditions applicable to customers' access and
     use of the SciQuest Applications.

2.   Support and Maintenance

Enhancement and Maintenance.  During the term of the license provided in this
Supplement, SciQuest agrees to support and maintain the SciQuest applications as
set forth in Exhibit A.

3.   Client Responsibilities.

(a)  Hardware and Internet Access. To facilitate the license and services in
     this Supplement, Client shall be responsible for procuring, at its expense,
     the necessary environment to access and use the SciQuest Applications that
     are provided via the Internet, including, without limitation, (I) computer
     hardware and equipment, (ii) third party software such as web browsers,
     (iii) Internet access services, and (iv) telecommunications services
     (collectively, the "Client Systems"). Without limiting the generality of
     the foregoing, the Client Systems shall meet the recommended minimum
     specifications set by SciQuest for use of the SciQuest Applications. In
     addition, Client is responsible for obligations under any third party
     agreements to which Client is a party, including, without limitation, any
     agreements pursuant to which Client procures the Client Systems or any
     portion thereof, regardless of whether SciQuest works with Client to
     negotiate or enter into such third party agreements.

(b)  Misuse. Client shall be responsible for notifying SciQuest if it believes
     that a customer has misused the SciQuest Applications.

(c)  Client Data. Client shall be responsible for ensuring that any data,
     information or other materials that may be provided by Client in
     conjunction with the SciQuest Applications (the "Client Data") are
     accurate, are not corrupt in any way, and do not contain any viruses.
     Client shall be responsible for making appropriate back-up and archival
     copies of the Client Data. Notwithstanding anything herein to the contrary,
     Client hereby grants to SciQuest a nonexclusive, nontransferable right to
     use all content and transaction data, provided that with regard to
     transaction data SciQuest may not use such data to identify Client or its
     customers or any individual transaction.

(d)  Proper Use. Client shall be responsible for its use of the SciQuest
     Applications in accordance with the applicable user manuals provided by
     SciQuest either in writing or via Internet access. SciQuest may amend such
     user manuals from time to time, in its sole discretion. Client shall not
     use the SciQuest Applications in conjunction with any data, information or
     other materials that (I) violate any applicable laws, rules or regulations,
     (ii) infringe upon or misappropriate any intellectual property or
     proprietary right of others, or (iii) violate the privacy rights of others.

4.   Proprietary Rights.

(a)  SciQuest Applications. Client acknowledges and agrees that, as between
     Client and SciQuest, SciQuest is the sole and exclusive owner of all right,
     title and interest in and to the SciQuest Applications and any information
     developed or collected by Client in connection with its operation of the
     SciQuest Applications (other than Client Data), including all ideas,
     formats and processes, and all copyrights, patent rights and other
     intellectual property and proprietary rights therein and thereto, and
     Client shall not assert any claims to the contrary. Except as expressly
     permitted or required hereby, Client shall have no right or license to, and
     Client shall not, use, copy, print, display, publish, transmit, sublicense
     or otherwise transfer, distribute or make available to others, edit, modify
     or create any derivative works of all or any part of the SciQuest
     Applications.

(b)  Trademarks. All trademarks, service marks, trade names and logos of
     SciQuest appearing on or within the SciQuest Applications or used in
     connection with the services provided by SciQuest are the property of
     SciQuest. All use of such marks shall inure to the benefit of SciQuest, and
     the use of SciQuest marks in conjunction with any other marks shall not
     create a unitary or composite mark.

5.   Access Fees; Payment.

(a)  Access Fees.  Subject to the terms and conditions of this Supplement and in
     addition to any fees under the

                                                                         Page 10
<PAGE>

     Services Agreement and its other Supplements, Client will pay SciQuest the
     annual fees set forth in Exhibit B attached hereto (the "Access Fees"). The
                              ------- -
     Access Fees are based upon Client's current access requirements as provided
     to SciQuest and are subject to revision in the event that such requirements
     change or Client uses the SciQuest Applications in violation of the terms
     of this Supplement.

(b)  Payment Terms.  SciQuest will submit to Client an invoice for the amounts
     due hereunder as set forth in Exhibit B.  All invoices submitted by
     SciQuest shall be due and payable in full, without reduction for any
     offset, withholding or other claims, within 30 days after the date thereof.
     Any amounts payable to SciQuest hereunder which are not paid when due shall
     thereafter bear interest at the rate of 1.5% per month or the maximum
     amount permitted by applicable law, whichever is less. SciQuest shall have
     the right to suspend the user Ids and passwords assigned to Client's End
     Users or deny access to the SciQuest Applications if Client is delinquent
     in its payment obligations.

(c)  Payments Upon Termination.  Upon expiration or termination of the license
     provided hereunder for any reason, Client shall pay all earned and unpaid
     Access Fees and other amounts due SciQuest hereunder, all of which shall
     become immediately due and payable.

(a)  Term and Termination.

(b)  Initial Term; Renewal.  The initial term of the Supplement shall commence
     as of the Effective Date and shall continue for a period of twelve (12)
     months.  Thereafter, the Supplement shall be automatically renewed for
     additional successive periods of twelve (12) months unless either party
     submits a written notice of its intention not to renew to the other party
     at least ninety (90) days prior to the end of the then-current term. Not
     withstanding the foregoing, in no event shall the terms of this Supplement
     extend beyond the termination of the Services Agreement.

(c)  This Supplement may be terminated by either party upon a breach by the
     other party of any material term of the Supplement, which breach is not
     cured (unless such breach is incapable of cure, such as breach of the
     confidentiality provisions hereof) within thirty (30) days notice thereof,
     or such longer period as may be mutually agreed by the parties.

(d)  Survival.  Termination of the Supplement shall not relieve either party of
     its respective obligations to the other hereunder that arose prior to the
     effective date of termination.

6.   Warranties.

(a)  Applications.  For a period of ninety (90) days, commencing on the
     Effective Date (the "Warranty Period"), SciQuest warrants that each
     SciQuest Application will substantially perform in accordance with the
     functional specifications for such application during the term of the
     Supplement.

(b)  Support. SciQuest warrants that the support and services provided hereunder
     shall be of professional quality and performed in a workmanlike manner with
     qualified personnel.

(c)  Disclaimer of Implied Warranties.  EXCEPT AS EXPRESSLY SET FORTH HEREIN,
     SCIQUEST MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS,
     IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY
     OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-
     INFRINGEMENT, AND SCIQUEST HEREBY DISCLAIMS THE SAME.  WITHOUT LIMITING THE
     GENERALITY OF THE FOREGOING, SCIQUEST MAKES NO REPRESENTATION OR WARRANTY
     THAT THE SCIQUEST APPLICATIONS WILL OPERATE UNINTERRUPTED OR ERROR FREE.

8. Remedies.

   SciQuest's sole liability and obligation and Client's remedy for breach of
   the warranty set forth regarding the SciQuest Application(s) shall be for
   SciQuest to use commercially reasonable efforts to cause the applicable
   SciQuest Application to substantially perform in accordance with its
   functional specifications. In the event that SciQuest is unable to cause the
   applicable SciQuest Application to perform in accordance with its functional
   specifications, then SciQuest's sole liability and obligation and Client's
   sole remedy shall be that SciQuest refund Access Fees for the year in which
   the failure occurs, prorated on a monthly basis. SciQuest's warranty
   obligations shall not apply if the SciQuest Application failure to perform in
   accordance with its functional specifications is caused by (i) third party
   software licensed by Client, (ii) Client's use of or access to the SciQuest
   Applications other than as intended or in violation of this license, (iii)
   unauthorized modifications made to the SciQuest Applications by Client.
   SciQuest's sole liability for inability to perform in accordance with the
   warranty regarding support services or any other claim arising out of or
   relating to this Supplement, shall be for direct damages not to exceed the
   annual Access Fees previously paid by Client to SciQuest in the year the
   claim arises prorated on a monthly basis. IN NO EVENT SHALL CLIENT OR
   SCIQUEST BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR
   INCIDENTAL DAMAGES INCLUDING LOSS OF DATA OR PROFITS RELATED TO, OR AS A
   RESULT OF, the LICENSE OR SERVICES UNDER THIS SUPPLEMENT OR THE USE OR
   PERFORMANCE OF A WORK PRODUCT.

<TABLE>
<CAPTION>
<S>                                                         <C>
Client:                                                     SciQuest, Inc.

By: __________________________________                      By: __________________________________

Print Name: ___________________________                     Print Name: Stephen J. Wiehe

Title: ________________________________                     Title: Chief Executive Officer

Date:_____________________________                          Date:_____________________________
</TABLE>


CONFIDENTAL                                                              Page 11
V. 2.3 - Release Date: 07/27/01
<PAGE>

                   Exhibit A:  Storefront License Supplement

                            Maintenance and Support

During the term of the License, SciQuest agrees to perform the following
maintenance and support:

1.   Support

(a)  Upgrade the SciQuest Applications to add new features or functionalities
     (collectively, "Enhancements"), as such Enhancements are generally made
     available to SciQuest's other licensee's free of charge;

(b)  Provide Support Services via telephone, facsimile, electronic mail, or
     other electronic means, at SciQuest's discretion, from the hours of 8:00
     a.m. to 7:00 p.m. EST, Monday-Friday, (excluding SciQuest holidays) to
     Client Contact (as defined below);

(c)  Provide and maintain all SciQuest owned and operated hardware and network
     components that are used to make the SciQuest Applications available to
     Client;

(d)  Provide the data processing infrastructure support that will enable Client
     to access the SciQuest Applications including, without limitation, SciQuest
     servers to host the SciQuest Applications; third party software necessary
     to host, operate and maintain the SciQuest Applications; personnel
     necessary to manage and operate the SciQuest hardware and software; and
     data management and computer facilities.

(e)  Perform regular quality inspections of hardware, network components and
     software owned or maintained by SciQuest, which are used to provide the
     SciQuest Applications; and

(f)  Make the SciQuest Applications available to Client for at least 98% of the
     time (determined monthly), 7 days a week, 24 hours per day, not including
     any unavailability that a) lasts less than 15 minutes; b) results from
     regularly scheduled SciQuest maintenance; c) results from the failure of
     Client's hardware or software; d) results from the failure of a
     communication service or other outside service or equipment not within the
     control of SciQuest; or e) is beyond the reasonable control of SciQuest. If
     SciQuest, at any time, fails to achieve the service level set forth above
     in this paragraph, Client will take all reasonable measures to mitigate any
     direct damages it may sustain as a result of such failure.

2.   Defects.

Upon expiration of the Warranty Period and for the remaining term under this
Supplement, SciQuest agrees to:

(a)  Use commercially reasonable efforts to correct Defects in the SciQuest
     Applications. For the purposes of this Supplement, a "Defect" shall mean
     the failure of a SciQuest Application to substantially perform in
     accordance with the functional specifications for such application, which
     are provided to Client in printed form by SciQuest;

(b)  Use reasonable efforts to respond to reported Defects in accordance with
     the response times set forth below.

3.   Current Version.

SciQuest shall only provide Support Services for the most current version of
SciQuest Applications and only to Client (not to Client's customers); SciQuest
does not provide Support Services for any third party software that is licensed
by Client and used by Client as part of a system that is integrated with the
SciQuest Applications.

4.   Custom and Third Party.

Maintenance and support for customized software developed by SciQuest for Client
is not covered under this Supplement. Client may obtain maintenance and support
services for such software only under a separate agreement.  When the SciQuest
Applications are deployed in conjunction with other software products,
including, but not limited to, web servers, browsers, third party databases, and
operating systems, SciQuest is not responsible for providing support for these
other products, or for ensuring correct interoperation with these products.
Corrections for difficulties or defects traceable to Client's or a third party's
errors or system changes may be billed to Client at SciQuest's then current
rates plus expenses.

5.   Unauthorized Use.

SciQuest shall not have an obligation to provide Support Services for problems
caused by:

(a)  Third party software licensed by Client,

(b)  Client's use of or access to the SciQuest Applications other than as
     intended or in violation of this Supplement, or

(c)  Unauthorized modifications made to the SciQuest Applications by Client.

6.   Telephone Support

SciQuest will answer a reasonable number of calls made by Client Contact (such
calls not to exceed in length an aggregate time of two (2) hours per month),
provided, however, that SciQuest may charge, at its then current rates in
effect, for its services spent responding to calls for which there exist
adequate materials in Client's possession to address the general and specific
areas and topics about which such calls are made, or Client has not adequately
researched such area or topic prior to contacting SciQuest.  The limitation on
the number of calls described above does not apply to calls relating to an
actual Defect in a Software Application.

7.   Support Services Response Times

                                                                         Page 12
<PAGE>

SciQuest shall respond to Defects reported by Client based on a problem severity
code using the following classifications for the severity of the problem
reported:

Level 1, Catastrophic: Client's SelectSite is down, and no workaround exists.
Level 2, High Impact: Client's SelectSite is disrupted, but there is some
capacity to operate and conduct transactions.
Level 3, Non-Critical: Client has experienced a partial, non-critical loss of
functionality.
Level 4, Cosmetic: No affect on functionality. Change is desires solely for
aesthetic and "look and feel" reasons.

Problems may only be classified as Priority Level 1 and 2 if authorized by
signature of the Client Contact person for this Supplement.  Client shall
designate and may from time to time change the contact person by written notice
to SciQuest. Client and SciQuest shall work in good faith to agree on the
severity of each problem reported.

SciQuest shall use all reasonable efforts to provide error correction services
in accordance with the following response time targets:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
Priority Level                                  Solution or Action Plan Delivered (Orally or    Status/Update Reports Delivered
                                                                 in Writing)
-------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                                              <C>
Level 1, Catastrophic                          Within 8 business hours after receipt of the     Ongoing
                                               problem report
-------------------------------------------------------------------------------------------------------------------------------
Level 2, High Impact                           Within 48 business hours after receipt of the    Once per business day
                                               problem report
-------------------------------------------------------------------------------------------------------------------------------
Level 3, Non-Critical                          Within 7 business days after receipt of the      Upon request
                                               problem report
-------------------------------------------------------------------------------------------------------------------------------
Level 4, Cosmetic                              Next release, if at all                          Upon request
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Calculation of all above stated response times shall not include time spent
waiting for elaboration on problems by Client, or information necessary to make
a response to a reported problem. If these response targets cannot be met,
SciQuest will develop an action plan outlining the steps to be taken to resolve
the problem and provide such action plan to Client as soon as practicable.

These response targets refer to normal business hours at SciQuest' support
facilities (excluding regularly scheduled holidays).  If at Client's request,
SciQuest provides services outside of those hours for level 2 and 3 problems,
Client shall pay additional changes at a rate to be mutually agreed upon by the
parties or, if none is agreed, then at two times SciQuest's standard rate for
technical consulting services.


Client Contact:

Name:       _______________________________________
Address:    _______________________________________
            _______________________________________
            _______________________________________
Phone:      _______________________________________
Fax:        _______________________________________
E-mail:     _______________________________________


Back-up to Client Contact:

Name:       _______________________________________
Address:    _______________________________________
            _______________________________________
            _______________________________________
Phone:      _______________________________________
Fax:        _______________________________________
E-mail:     _______________________________________


CONFIDENTIAL                                                             Page 13
v. 2.3 - Release Date: 07/27/01




<PAGE>

                   Exhibit B:  Storefront License Supplement

                               Pricing Schedule

Application(s)
     SciQuest SmartStore(TM)


Payment Options:  Choose One

     _____Total Annual Fee    $___________ due upon contract signing

     _____Quarterly Payments  (4) quarterly payments of $_________, first

     payment due upon contract signing

     Client's Initials _________ Date: __________________


CONFIDENTIAL                                                             Page 14
v. 2.3 - Release Date: 07/27/01
<PAGE>

                                SciQuest, Inc.
                         SciCentral LICENSE SUPPLEMENT
                     Schedule C to the Services Agreement

     This is a Supplement (the "Supplement") to the Services Agreement between
SciQuest, Inc. and _____________ originally dated _________________.  This
Supplement is entered into as of the date of the last signing (the "Effective
Date").  The following terms are agreed to by the parties and should be read
with the Services Agreement as if originally contained in the Services
Agreement.  Where the terms of this Supplement conflict with the terms of the
Services Agreement, the terms of this Supplement will take precedence over the
terms of the Services Agreement only with regard to the rights and obligations
set forth in this Supplement.

1.   Access; License

(a)  Subject to the terms of this Supplement, SciQuest will make the web-based
     software applications listed in Exhibit B (the "SciQuest Applications")
                                     ----------
     available to Client for its internal business use via the Internet, and
     SciQuest hereby grants Client during the term set forth in this Supplement,
     a nonexclusive, nontransferable right and license (without rights to
     sublicense) to use the SciQuest Applications to allow customers to access
     the application via the Client's web site.  Client shall not allow its
     affiliates, subsidiaries (except as set forth on Exhibit A), consultants,
                                                      ---------
     agents or any third parties to use the code for the SciQuest Applications
     on any other web site, nor will Client use the SciQuest Applications on
     their behalf.

(b)  Operation; Access. SciQuest will host and operate the SciQuest Applications
     on computer servers accessible by Client via the Internet. Client will
     insert the appropriate application code on the Client's web site to enable
     access to the SciQuest Applications.

2.   Support and Maintenance

Enhancement and Maintenance.  During the term of the license provided in this
Supplement, SciQuest agrees to support and maintain the SciQuest Applications as
set forth in Exhibit A.
             ---------

3.   Client Responsibilities.

(a)  Hardware and Internet Access. To facilitate the license and services in
     this Supplement, Client shall be responsible for procuring, at its expense,
     the necessary environment to access and use the SciQuest Applications that
     are provided via the Internet, including, without limitation, (i) computer
     hardware and equipment, (ii) third party software such as web browsers,
     (iii) Internet access services, and (iv) telecommunications services
     (collectively, the "Client Systems"). Without limiting the generality of
     the foregoing, the Client Systems shall meet the recommended minimum
     specifications set by SciQuest for use of the SciQuest Applications. In
     addition, Client is responsible for obligations under any third party
     agreements to which Client is a party, including, without limitation, any
     agreements pursuant to which Client procures the Client Systems or any
     portion thereof, regardless of whether SciQuest works with Client to
     negotiate or enter into such third party agreements.

(e)  Misuse. Client shall be responsible for notifying SciQuest if it believes
     that a customer has misused the SciQuest Applications.

4.   Proprietary Rights.

(a)  SciQuest Applications. Client acknowledges and agrees that, as between
     Client and SciQuest, SciQuest is the sole and exclusive owner of all right,
     title and interest in and to the SciQuest Applications and any information
     developed or collected by Client in connection with its operation of the
     SciQuest Applications including all ideas, formats and processes, and all
     copyrights, patent rights and other intellectual property and proprietary
     rights therein and thereto, and Client shall not assert any claims to the
     contrary. Except as expressly permitted or required hereby, Client shall
     have no right or license to, and Client shall not, use, copy, print,
     display, publish, transmit, sublicense or otherwise transfer, distribute or
     make available to others, edit, modify or create any derivative works of
     all or any part of the SciQuest Applications.

(b)  Trademarks. All trademarks, service marks, trade names and logos of
     SciQuest appearing on or within the SciQuest Applications or used in
     connection with the services provided by SciQuest are the property of
     SciQuest. All use of such marks shall inure to the benefit of SciQuest, and
     the use of SciQuest marks in conjunction with any other marks shall not
     create a unitary or composite mark.

5.   Access Fees; Payment.

(a)  Access Fees.  Subject to the terms and conditions of this Supplement and in
     addition to any fees under the Services Agreement and its other
     Supplements, Client will pay SciQuest the fees set forth in Exhibit B
                                                                 ---------
     attached hereto (the "Access Fees").  The Access Fees are based upon
     Client's current access requirements as provided to SciQuest and are
     subject to revision in the event that such requirements change or Client
     uses the SciQuest Applications in violation of the terms of this
     Supplement.

(b)  Payment Terms.  SciQuest will submit to Client an invoice for the amounts
     due hereunder, under the terms set forth in Exhibit B. All invoices
                                                 ---------
     submitted by SciQuest shall be due and payable in full, without reduction
     for any offset, withholding or other claims, within 30 days after the date
     thereof.  Any amounts payable to SciQuest hereunder which are not paid when
     due shall thereafter bear interest at the rate of 1.5% per month or the
     maximum amount permitted by applicable law, whichever is less. SciQuest
     shall have the right to suspend the access to the SciQuest Applications in
     the event that the Client is delinquent in its payment obligations.

(c)  Payments Upon Termination. Upon expiration or termination of this
     Supplement for any reason, Client shall pay all earned and unpaid Access
     Fees and other amounts due SciQuest hereunder, all of which shall become
     immediately due and payable.


CONFIDENTIAL                                                             Page 15
v. 2.1 - Release Date: 07/27/01
<PAGE>

6.   Term and Termination.

(a)  Initial Term; Renewal. The initial term of the Supplement shall commence as
     of the Effective Date and shall continue for a period of twelve (12)
     months. Thereafter, the Supplement shall be automatically renewed for
     additional successive periods of twelve (12) months unless either party
     submits a written notice of its intention not to renew to the other party
     at least thirty (30) days prior to the end of the then-current term. Not
     withstanding the foregoing, in no event shall this Supplement extend beyond
     the termination of the Services Agreement.

(c)  This Supplement may be terminated by either party upon a breach by the
     other party of any material term of the Supplement, which breach is not
     cured (unless such breach is incapable of cure, such as breach of the
     confidentiality provisions hereof) within thirty (30) days notice thereof,
     or such longer period as may be mutually agreed by the parties.

(d)  Client understands that if the term of this Supplement is intended to
     extend beyond the current term of the Services Agreement, Client must
     continue the Services Agreement.

(e)  Survival.  Termination of the Supplement shall not relieve either party of
     its respective obligations to the other hereunder that arose prior to the
     effective date of termination.  In addition, the payment obligations and
     provisions contained in Sections 4, 6(C) and 8 shall survive the expiration
     or termination of this Supplement for any reason.

7.   Warranties.

(a)  Applications.  For a period of ninety (90) days, commencing on the
     Effective Date (the "Warranty Period"), SciQuest warrants that each
     SciQuest Application will substantially perform in accordance with the
     functional specifications for such application during the term of the
     Supplement.

8.   Support. SciQuest warrants that the support and service provided hereunder
     shall be of professional quality and performed in a workmanlike manner with
     qualified personnel.

(f)  Disclaimer of Implied Warranties.  EXCEPT AS EXPRESSLY SET FORTH HEREIN,
     SCIQUEST MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS,
     IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY
     OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-
     INFRINGEMENT, AND SCIQUEST HEREBY DISCLAIMS THE SAME.  WITHOUT LIMITING THE
     GENERALITY OF THE FOREGOING, SCIQUEST MAKES NO REPRESENTATION OR WARRANTY
     THAT THE SCIQUEST APPLICATIONS WILL OPERATE UNINTERRUPTED OR ERROR FREE.

9.   Remedies.

SciQuest's sole liability and obligation and Client's remedy for breach of the
warranty set forth regarding the SciQuest Application(s) shall be for SciQuest
to use commercially reasonable efforts to cause the applicable SciQuest
Application to substantially perform in accordance with its functional
specifications.  In the event that SciQuest is unable to cause the applicable
SciQuest Application to perform in accordance with its functional
specifications, then SciQuest's sole liability and obligation and Client's sole
remedy shall be that SciQuest refund Access Fees for the year in which such
failure arises prorated on a monthly basis.  SciQuest's warranty obligations
shall not apply if the SciQuest Application failure to perform in accordance
with its functional specifications is caused by (I) third party software
licensed by Client, (ii) Client's use of or access to the SciQuest Applications
other than as intended or in violation of this license, (iii) unauthorized
modifications made to the SciQuest Applications by Client.  SciQuest's sole
liability for inability to perform in accordance with the warranty regarding
support services or any other claim arising out of or relating to this
Supplement, shall be for direct damages not to exceed the annual Access Fees
previously paid by Client to SciQuest in the year the claim arises prorated on a
monthly basis.  IN NO EVENT SHALL CLIENT OR SCIQUEST BE LIABLE FOR SPECIAL,
INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES INCLUDING LOSS OF DATA
OR PROFITS RELATED TO, OR AS A RESULT OF, THE LICENSE OR SERVICES UNDER THIS
SUPPLEMENT, OR THE USE OR PERFORMANCE OF A WORK PRODUCT.

10.  Disclaimer and Indemnification

(a)  The SciQuest Applications may provide access to content that is not under
     the direct control of SciQuest, Inc.  Any mention of specific products,
     services, treatments, or other medical procedures does not imply an
     endorsement by SciQuest.  Use of any information from the SciQuest
     Applications is at the end user's risk and peril.

(b)  Client indemnifies and holds harmless SciQuest, its employees, officers and
     directors from and against any claim arising of, or resulting from, an end
     user's or Client's use of, or reliance on, any content provided through the
     SciQuest Application.

<TABLE>
<S>                                                         <C>
Client:                                                     SciQuest, Inc.

By: __________________________________                      By: __________________________________

Print Name: ___________________________                     Print Name: Stephen J. Wiehe

Title: ________________________________                     Title: Chief Executive Officer

Date:_____________________________                          Date:_____________________________
</TABLE>
<PAGE>

              Exhibit A:  SciCentral License Agreement Supplement

                            Maintenance and Support

During the term of the license, SciQuest agrees to perform the following
maintenance and support:

1.   Support

(a)  Provide Support Services via telephone, facsimile, electronic mail, or
     other electronic means, at SciQuest's discretion, from the hours of 8:00
     a.m. to 5:00 p.m. EST, Monday-Friday, (excluding SciQuest holidays) to
     Client Contact (as defined below);

(b)  Provide and maintain all SciQuest owned and operated hardware and network
     components that are used to make the SciQuest Applications available to
     Client;

(c)  Provide the data processing infrastructure support that will enable Client
     to access the SciQuest Applications including, without limitation, SciQuest
     servers to host the SciQuest Applications; third party software necessary
     to host, operate and maintain the SciQuest Applications; personnel
     necessary to manage and operate the SciQuest hardware and software; and
     data management and computer facilities.

(d)  Perform regular quality inspections of hardware, network components and
     software owned or maintained by SciQuest, which are used to provide the
     SciQuest Applications and Databases; and

(e)  Make the SciQuest Applications available to Client for at least 98% of the
     time (determined monthly), 7 days a week, 24 hours per day, not including
     any unavailability that a) lasts less than 15 minutes; b) results from
     regularly scheduled SciQuest maintenance; c) results from the failure of
     Client's hardware or software; d) results from the failure of a
     communication service or other outside service or equipment not within the
     control of SciQuest; or e) is beyond the reasonable control of SciQuest. If
     SciQuest, at any time, fails to achieve the service level set forth above
     in this paragraph, Client will take all reasonable measures to mitigate any
     direct damages it may sustain as a result of such failure.

2.   Defects. Upon expiration of the Warranty Period and for the remaining term
     of this Supplement, SciQuest agrees to:

(a)  Use commercially reasonable efforts to correct Defects in the SciQuest
     Applications. For the purposes of this Supplement, a "Defect" shall mean
     the failure of a SciQuest Application to substantially perform in
     accordance with the functional specifications for such application, which
     are provided to Client in printed form by SciQuest;

(b)  Use reasonable efforts to respond to reported Defects in accordance with
     the response times set forth below.

3.   Current Version.

SciQuest shall only provide Support Services for the most current version of
SciQuest Applications and only to Client.  In no event shall SciQuest provide
support regarding the SciQuest Applications to the Client's end-users of the
Application; SciQuest does not provide Support Services for any third party
software that is licensed by Client and used by Client as part of a system that
is integrated with the SciQuest Applications.

4. Custom and Third Party.

Maintenance and support for customized software developed by SciQuest for Client
is not covered by this Supplement. Client may obtain maintenance and support
services for such software only under a separate agreement. When the SciQuest
Applications are deployed in conjunction with other software products,
including, but not limited to, web servers, browsers, third party databases, and
operating systems, SciQuest is not responsible for providing support for these
other products, or for ensuring correct interoperation with these products.
Corrections for difficulties or defects traceable to Client's or a third party's
errors or system changes may be billed to Client at SciQuest's then current
rates plus expenses.

5. Unauthorized Use.  SciQuest shall not have an obligation to provide Support
Services for problems caused by:

(A)  Third party software licensed by Client,

(B)  Client's use of or access to the SciQuest Applications other than as
     intended or in violation of this Supplement, or

(C)  Unauthorized modifications made to the SciQuest Applications by Client.

6. Telephone Support

SciQuest will answer a reasonable number of calls made by Client Contact (such
calls not to exceed in length an aggregate time of two (2) hours per month),
provided, however, that SciQuest may charge, at its then current rates in
effect, for its services spent responding to calls for which there exist
adequate materials in Client's possession to address the general and specific
areas and topics about which such calls are made, or Client has not adequately
researched such area or topic prior to contacting SciQuest.  The limitation on
the number of calls described above does not apply to calls relating to an
actual Defect in a Software Application.

7. Support Services Response Times

SciQuest shall respond to Defects reported by Client based on a problem severity
code using the following classifications for the severity of the problem
reported:

Level 1, Catastrophic: Client's SelectSite is down, and no workaround exists.
Level 2, High Impact: Client's SelectSite is disrupted, but there is some
capacity to operate and conduct transactions.
<PAGE>

Level 3, Non-Critical: Client has experienced a partial, non-critical loss of
functionality.

Level 4, Cosmetic: No effect on functionality. Change is desired solely for
aesthetic and "look and feel" reasons.

Problems may only be classified as Priority Level 1 and 2 if authorized by
signature of the Client Contact person for this Supplement.  Client shall
designate and may from time to time change the contact person by written notice
to SciQuest. Client and SciQuest shall work in good faith to agree on the
severity of each problem reported.

SciQuest shall use all reasonable efforts to provide error correction services
in accordance with the following response time targets:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
Priority Level                                 Solution or Action Plan Delivered (Orally or     Status/Update Reports Delivered
                                               in Writing)
-------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                                              <C>
Level 1, Catastrophic                          Within 8 business hours after receipt of the     Ongoing
                                               problem report
-------------------------------------------------------------------------------------------------------------------------------
Level 2, High Impact                           Within 48 business hours after receipt of the    Once per business day
                                               problem report
-------------------------------------------------------------------------------------------------------------------------------
Level 3, Non-Critical                          Within 7 business days after receipt of the      Upon request
                                               problem report
-------------------------------------------------------------------------------------------------------------------------------
Level 4, Cosmetic                              Next release, if at all                          Upon request
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Calculation of all above stated response times shall not include time spent
waiting for elaboration on problems by Client, or information necessary to make
a response to a reported problem. If these response targets cannot be met,
SciQuest will develop an action plan outlining the steps to be taken to resolve
the problem and provide such action plan to Client as soon as practicable.

These response targets refer to normal business hours at SciQuest' support
facilities (excluding regularly scheduled holidays).  If at Client's request,
SciQuest provides services outside of those hours for level 2 and 3 problems,
Client shall pay additional charges at a rate to be mutually agreed upon by the
parties or, if none is agreed, then at two times SciQuest's standard rate for
technical consulting services.


Client Contact:

Name:       _______________________________________
Address:    _______________________________________
            _______________________________________
            _______________________________________
Phone:      _______________________________________
Fax:        _______________________________________
E-mail:     _______________________________________


Back-up to Client Contact:

Name:       _______________________________________
Address:    _______________________________________
            _______________________________________
            _______________________________________
Phone:      _______________________________________
Fax:        _______________________________________
E-mail:     _______________________________________
<PAGE>

              Exhibit B:  SciCentral License Agreement Supplement

                               Pricing Schedule

Application(s)
  SciCentral NewsFeed Application

Article Count

  Number of links to articles in the SciCentral NewsFeed Application   Seven (7)

Update frequency

  Links to Articles updated:              Daily - Monday thru Friday
  (except U.S. holidays)


Payment Options:  Choose One

     _____Total Annual Fee    $________ due upon contract signing

     _____Quarterly Payments  (4) quarterly payments of $____________, first

                              payment due upon contract signing

     Client's Initials _________  Date:  __________________