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                                                                   Exhibit 10.20
              STRATEGIC ALLIANCE PLUS AGREEMENT WITH SCIQUEST.COM

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Sec. Item                     Terms

1    Strategic Alliance       SciQuest.com ("SciQuest") provides comprehensive
     Overview                 electronic marketplace services for buyers and
                              sellers of scientific and laboratory products.
                              SciQuest is forming a Strategic Alliance
                              ("Strategic Alliance" or "Alliance") with certain
                              qualifying suppliers of scientific products
                              ("Partners" or "Alliance Plus Partners"). Partners
                              receive significant benefits not available to non-
                              Alliance suppliers including but not limited to:
                              preferred positioning in buyers' search results,
                              reduced commission fees, certain e-marketing
                              services and other such services as described in
                              this Strategic Alliance Agreement. Partners that
                              enter into a Strategic Alliance Plus Agreement no
                              later than October 20, 1999 with respect to
                              becoming an Alliance Plus Partner will receive
                              warrants to purchase equity ownership in SciQuest
                              as defined herein.

2    Strategic Alliance       Partnership in the Strategic Alliance will be
     Partnership              limited to those suppliers who have annualized
     Qualifications           global revenues derived from products that will be
                              made available for sale in SciQuest's electronic
                              marketplace of approximately $50 million based on
                              the supplier's most recent calendar quarter's
                              revenues, or hold a first or second market share
                              position in at least one product category, as such
                              product category is defined by SciQuest. SciQuest
                              reserves the right to determine which companies
                              shall be invited to participate in the Strategic
                              Alliance.

3    Definition of            "Electronic Marketplace Services" means providing
     Electronic               one or more of the following services:
     Marketplace
     Services                      (i)   electronic selling and marketing
                                   (ii)  electronic order processing, billing
                                         and collection
                                   (iii) electronic buyer and supplier customer
                                         service
                                   (iv)  electronic product data conversion,
                                         management and distribution
                                   (v)   buyer and supplier systems integration
                                   (vi)  purchasing reports and electronic data
                                         mining
                                   (vii) supplier-specific electronic commerce
                                         storefronts

                              where the transaction occurs over the internet
                              using a browser, or using an extranet or intranet,
                              or by using any system in which the particular
                              electronic marketplace service is transmitted via
                              electronic means, and does not include traditional
                              order processing services (mail, voice telephone,
                              facsimile).

4    Nature of                A. Sole Provider.  Subject to the termination and
     Preferred                conversion provisions of section 16 below, the
     Relationship             Alliance Plus Partner agrees to and does hereby
                              appoint SciQuest as its sole third party provider
                              of Electronic Marketplace Services (defined below)
                              for the Term; provided however that:

                                   (i)   orders received directly by the Partner
                                         from customers or distributors through
                                         regular e-mail or electronic data
                                         interchange,
                                   (ii)  orders received by Partner directly
                                         from a customer or distributor where
                                         the order is transmitted by traditional
                                         order processing (mail, facsimile or
                                         voice telephone); and
                                   (iii) operation and order processing by the
                                         Partner using its own electronic
                                         commerce web site not enabled by
                                         SciQuest

                              shall not be considered Electronic Marketplace
                              Services for purposes of this section.

                              B. Protection of Partner-Customer Existing
                              Relationships. If a customer of Partner requests
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Sec. Item                     Terms

                              in writing that Partner make use of an Electronic
                              Marketplace Service other than SciQuest, then the
                              following provisions apply:

                                   (i)   Protection of Partner existing
                              relationships: (a) if on the effective date of
                              this Agreement, to the extent that Partner has an
                              existing relationship with a third party
                              Electronic Marketplace Service provider other than
                              SciQuest, Partner may continue to provide product
                              data and information to such provider, and to
                              permit such provider to derive revenue from
                              Partner product data and information which acts
                              shall not be a breach of this Agreement; and (b)
                              Partner may, in its discretion, request SciQuest
                              to provide Electronic Marketplace Services to
                              coordinate with its existing Electronic
                              Marketplace Service providers in order to
                              eliminate Partner's need to interact with multiple
                              Electronic Marketplace Service providers. The
                              foregoing notwithstanding, during the Term
                              described on Exhibit B, the Partner shall not
                              expand its relationship with such third party
                              Electronic Marketplace Service provider with
                              respect to additional customers, or provide
                              product data and information in the future that is
                              not provided as of the effective date of this
                              Agreement with respect to the additional
                              customers.

                                          (ii)  Protection of Partner new
                              customer Electronic Marketplace Services: Partner
                              shall use its commercially reasonable efforts to
                              encourage the customer to use SciQuest Electronic
                              Marketplace Services. If the customer does not
                              elect to use SciQuest Electronic Marketplace
                              Services to directly place orders and otherwise
                              transact electronic business with Partner and
                              Partner can demonstrate that its inability to work
                              with the customer's other Electronic Marketplace
                              Service provider will result in a material adverse
                              affect on the business relationship with its
                              customer, then the parties agree to negotiate in
                              good faith to find a solution reasonably
                              acceptable to Partner. Partner shall not enter
                              into any agreements of any kind with the
                              customer's alternative Electronic Marketplace
                              Service provider that would permit the alternative
                              Electronic Marketplace Service provider to derive
                              revenue from the use of Partner product data or
                              information.

                              C.  Migration to SciQuest. Partner shall make best
                              commercial efforts to migrate to the SciQuest
                              Electronic Marketplace Services as follows:

                                   (i)   Non-cancelable written agreement. If
                                         --------------------------------
                              the Partner has an existing written agreement with
                              another third party provider of Electronic
                              Marketplace Services that conflicts with the
                              Partner's obligations under section 4., and if the
                              agreement with the other provider is for a term
                              and is non-cancelable except upon a breach, then:
                              (a) the Partner shall advise SciQuest in writing
                              of the non-cancelable agreement including the
                              general terms of the relationship between the
                              parties; and (b) the Partner may continue to
                              perform the agreement.

                                   (ii)  Migration generally. The Partner shall
                                         -------------------
                              take all reasonable acts to cause a migration to
                              SciQuest's Electronic Marketplace Services as soon
                              as the Partner is reasonably able to do so under
                              the circumstances.

                                   (iii) No adverse effect. SciQuest is
                                         -----------------
                              committed to facilitate transactions between the
                              Partner and its customers and to increase
                              efficiency for each party; therefore, in no event
                              shall Partner be required to migrate to SciQuest's
                              Electronic Marketplace Services where such
                              migration will have a material adverse affect on
                              its relationship with a customer.

5    Partner's own            Partner shall use its best efforts to begin using
     purchases                the SciQuest Electronic Marketplace Services in
                              accordance with the guidelines set forth in
                              Exhibit E at the earliest practicable time and to
                              the fullest extent possible; however, Partner may
                              continue to purchase products using existing
                              methods to conform to current manufacturing,
                              quality control and/or regulatory standards and/or
                              Partner's contracts with suppliers.
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Sec. Item                     Terms

6    Foreign Markets          SciQuest currently provides Electronic Marketplace
                              Services in the United States (the "Territory").
                              SciQuest intends, directly and through
                              subsidiaries to be formed, to expand its services
                              to other geographic areas of the world outside the
                              Territory (hereafter the "Foreign Market").

                                   (i)   SciQuest shall keep Partner reasonably
                              apprised of its plans to expand directly and
                              indirectly into Foreign Markets.

                                   (ii)  To the extent that Partner is using
                              Electronic Marketplace Services in a particular
                              Foreign Market as of the date of this Agreement
                              other than through SciQuest or its subsidiary,
                              Partner shall inform SciQuest in writing and
                              SciQuest may, within one hundred twenty days of
                              being so advised, propose to Partner that it or
                              its subsidiary assume the provision of such
                              services. To the extent not (a) in conflict with
                              Partner's contractual obligations to any third
                              party, (b) violative of any of the laws of the US
                              or the relevant Foreign Market and (c) having
                              adverse tax consequences to Partner, when
                              SciQuest's services become available, Partner
                              shall contract with SciQuest or its subsidiary on
                              business terms no less favorable than those on
                              which Partner is presently using Electronic
                              Marketplace Services to provide SciQuest's
                              Electronic Marketplace Services or, at the
                              election of Partner, to provide Electronic
                              Marketplace Services of SciQuest's subsidiary. If
                              the Partner and SciQuest are unable to reach an
                              agreement, Partner shall not enter an agreement
                              with the foreign Electronic Marketplace Services
                              that would prevent SciQuest from providing
                              Electronic Marketplace Services to Partner in the
                              Foreign Market in the future.

                                   (iii) To the extent that Partner decides in
                              the future to use Electronic Marketplace Services
                              in a particular Foreign Market in which SciQuest
                              or its subsidiary does not offer Electronic
                              Marketplace Services and to the extent not in
                              conflict with Partner's contractual obligations to
                              any third party, Partner shall offer to SciQuest
                              or its pertinent subsidiary the opportunity to
                              establish the Electronic Marketplace Services for
                              Partner in the particular Foreign Market. If
                              Partner and SciQuest (or a subsidiary of
                              SciQuest), acting in good faith cannot reach
                              agreement on the terms of the provision of such
                              services within a reasonable period of time, or if
                              Partner's contractual obligations with third
                              parties preclude Partner from using SciQuest as
                              the provider in the particular Foreign Market,
                              then Partner may use Electronic Marketplace
                              Services provided by itself or by another and such
                              will not be a breach of this Agreement; provided
                              however, that Partner shall not enter into an
                              agreement with another Electronic Marketplace
                              Service provider on terms more favorable than the
                              Partner offered to SciQuest.

                                   (iv)  To the extent that Partner decides in
                              the future to use Electronic Marketplace Services
                              in a particular Foreign Market in which SciQuest
                              or its subsidiary offers Electronic Marketplace
                              Services and to the extent not (a) in material
                              conflict with Partner's business plans or
                              contractual obligations to any third party, (b)
                              violative of any of the laws of the US or the
                              relevant Foreign Market and (c) having adverse tax
                              consequences to Partner, Partner and SciQuest
                              shall negotiate mutually agreeable terms to use
                              SciQuest's Electronic Marketplace Services or, at
                              the election of Partner, to use Electronic
                              Marketplace Services of SciQuest's subsidiary.

7    Equity Incentives        SciQuest agrees to issue a warrant (the "Warrant")
                              to Alliance Plus Partners that enter into a
                              Strategic Alliance Agreement with SciQuest on or
                              before October 20, 1999. Alliance Plus Partners
                              will be issued warrants to acquire shares of
                              SciQuest common stock ("Warrant Shares") based on
                              Revenue Potential as described in Exhibit A.
                              Subject to Exhibit A each Alliance Plus Partner
                              will be issued Warrant Shares based on its pro-
                              rata contribution to Revenue Potential among all
                              Alliance Plus suppliers entering into a Strategic
                              Alliance Plus Agreement on or before October 20,
                              1999. Warrants that have been earned shall be
                              issued on the earlier of the business day
                              following the closing of the initial public
                              offering of the
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Sec. Item                     Terms

                              Company's common stock ("IPO") or December 31,
                              1999 (the "Issuance Date"). Warrants shall vest as
                              follows: 25% as of the eighteen month anniversary
                              of the Issuance Date, 25% as of the second annual
                              anniversary of the Issuance Date, 25% as of the
                              third annual anniversary of the Issuance Date, and
                              25% as of the fourth annual anniversary of the
                              Issuance Date. Warrants shall terminate
                              automatically upon termination of the Strategic
                              Alliance Agreement, and in any event, shall
                              terminate ten (10) years from issuance. The
                              exercise price and other terms of the Warrant
                              shall be as set forth in Exhibit A. This section
                              shall be subject to the terms of the Warrant
                              issued by SciQuest to Partner.

8    Commissions              Partners agree to pay SciQuest a
                              commission/discount on all sales (excluding
                              shipping, handling, taxes and other special fees)
                              ordered through the SciQuest electronic channel
                              and any SciQuest enabled Partner storefront per
                              Exhibit B. SciQuest shall not earn commissions on
                              sales by Partner described in section 4.A.(i)-
                              (iii).

9    Preferred                SciQuest agrees to provide Partners with preferred
     Positioning in           positioning in search results as described in
     Buyer's Search           Exhibit C such that Partners' products are
     Results                  differentiated from non-Partners' products on
                              search results pages.

10   E-commerce               At the request of a Partner and as part of its
     Storefront               service, SciQuest shall provide Partners a co-
                              branded e-commerce storefront so that customers
                              are able to conduct electronic commerce directly
                              with the Partner. Such sales shall be considered
                              to have been provided through SciQuest, because
                              SciQuest will be providing the Electronic
                              Marketplace Services through which the order will
                              traverse. 'The e-commerce storefront for Alliance
                              Plus Partners will be developed and maintained
                              free of charge by SciQuest. As part of the
                              Electronic Marketplace Services provided to
                              Partner, SciQuest shall provide Partner the full
                              range of electronic catalog e-commerce
                              functionality and services currently available on
                              its public and private web sites, which includes
                              the provision of a reasonable number of customer
                              specific pricing storefronts, and a reasonable
                              frequency and number of updates of customer
                              specific pricing for no additional fee.'

11   SciQuest Core            SciQuest's core services are those as described
     Services                 in Exhibit D.

12   Board of                 Alliance Plus Partners shall have the opportunity
     Governors                to participate in the election of 4 of 7 members
                              of the Alliance Board of Governors. The purpose of
                              the Alliance Board of Governors is to advise
                              SciQuest senior management and to recommend
                              additional value added services for development,
                              and changes to policies and procedures of benefit
                              to the Partners and customers.

13   Partner                  Partner agrees to promote SciQuest's Electronic
     Co-marketing             Marketplace Services so as to maximize positive
     Support                  publicity and accelerate buyer adoption of the
                              SciQuest electronic marketplace. This includes,
                              but is not limited to, mutually agreed co-
                              marketing, co-selling and advertising programs, an
                              exclusive and prominent SciQuest logo on the
                              Partner's web site, inclusion of the SciQuest logo
                              on Partner's other marketing materials and direct
                              mail announcements to Partner's customer list. In
                              addition, the Partner agrees to enable SciQuest to
                              initiate mutually agreed upon co-marketing
                              programs utilizing the Partner's current customer
                              mailing list, and electronic mail list, if
                              available.

14   Product Pricing          Partner agrees to establish competitive pricing
                              and sales terms through SciQuest such that
                              customers of products of the Partner will not be
                              disadvantaged by purchasing through
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Sec. Item                     Terms

                              SciQuest as opposed to purchasing directly through
                              the Alliance Partner's web site, through any
                              permitted means of Electronic Marketplace
                              Services, or through traditional purchasing
                              channels. This covenant of competitive pricing
                              extends to all customers, including by example and
                              not limitation, customers with negotiated price
                              agreements (i.e. the customer who has privately
                              negotiated pricing or terms with the Partner shall
                              not be disadvantaged by buying through SciQuest).
                              Upon SciQuest's reasonable prior written request,
                              but no more often than annually, Partner shall
                              provide certification of its compliance with this
                              provision.

15   Payment Terms            SciQuest agrees to pay the Partner as follows: Net
                              30 days for purchases of Partner products. At
                              Partner's option, Partner may provide a prompt
                              payment discount. Partner may charge twelve
                              percent (12%) simple interest on payments not made
                              within 30 days that are not reasonably in dispute
                              by SciQuest.

16   Term and                 A.  Term. The term of the Strategic Alliance shall
     Termination              be that as described in Exhibit B.

                              B.  Partner conversion to non-exclusive
                              arrangement. Partner may convert this Agreement to
                              a non-exclusive arrangement pursuant to the
                              Addendum or at any time after eighteen (18) months
                              have elapsed from the first date that SciQuest
                              provides Electronic Marketplace Services to or for
                              the benefit of the Partner (the "Preferred
                              Provider Period"). If the Partner seeks to convert
                              this Agreement to a non-exclusive Agreement under
                              this paragraph, it shall provide written notice of
                              such election not less than 120 days prior to the
                              date upon which it commences use of another
                              Electronic Marketplace Service (in the absence of
                              which all of the terms of this agreement shall
                              remain in effect through the remainder of the
                              term). If Partner makes the election to a non
                              exclusive arrangement under this paragraph, then
                              Partner may at any time after eighteen (18) months
                              from the effective date of such election,
                              terminate this entire Agreement without cause,
                              upon not less than 120 days prior written notice
                              to SciQuest.

                              C.  Upon a conversion under section 16.B. or the
                              Addendum, all warrants that have not vested or
                              that remain un-exercised on the effective date of
                              the notice of conversion shall automatically
                              terminate and be of no further force, and
                              Partner's commission rate shall convert to the
                              rate charged as provided in Exhibit B. In such
                              event, all other provisions of this Agreement
                              except for section 4. Shall continue in force
                              during the remainder of the term of this Agreement
                              following such conversion, and Partner shall
                              continue to offer its goods and services through
                              SciQuest with the same or substantially similar
                              pricing, functionality, system integration,
                              product data information, customer service,
                              fulfillment service and other operational service
                              levels so as not to disadvantage SciQuest in
                              respect to the Partner's other Electronic
                              Marketplace Service providers.

                              D.  Renewal. This agreement shall renew per
                              Exhibit B unless written notice is given to the
                              other party not less than 120 days before the
                              anniversary date.

                              E.  Termination for cause. Either party may
                              terminate this Agreement for cause upon thirty
                              (30) days written notice to the other party.
                              "Cause" shall mean any of the following:

                                   (i).  Failure by the non-terminating party to
                              timely fulfill any obligation of that party as
                              contained in this Agreement, unless the non-
                              terminating party shall correct, within the notice
                              period and to the reasonable satisfaction of the
                              terminating party, the action or omission
                              constituting the cause, in which event the notice
                              of termination shall be without effect.

                                   (ii). Filing by the non-terminating party or
                              any other person or entity in any forum of notice
                              of bankruptcy of the non-terminating party.
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Sec. Item                     Terms

                                   (iii).  Reorganization of the non-terminating
                              party for the benefit of creditors or other
                              similar proceeding or action.

                                   (iv).   Admission in writing of insolvency by
                              the non-terminating party.

                                   (v).    Transfer of ownership of 50% or more
                              of the outstanding voting equity in the non-
                              terminating party to any direct competitor of the
                              terminating party.

                              F.  Effect of Breach by Partner. If, after
                              consideration of any applicable notice and cure
                              period, the Partner is in breach of this Agreement
                              the Partner shall forfeit all Warrants, whether
                              vested or not, and shall be liable (subject to the
                              provisions of section 27) for the damages suffered
                              by SciQuest as a result of such breach.

                              G.  If substantially all of Partner's assets (or
                              majority control of its voting stock) are acquired
                              by a third party in an arm's length transaction,
                              the acquiror may terminate this Agreement without
                              cause at any time after expiration of the
                              Preferred Provider Period, upon not less than 120
                              days prior written notice to SciQuest. In the
                              event that an acquiror makes the election to
                              terminate under this paragraph, all unexpired
                              and/or unexercised warrants shall automatically
                              terminate and be of no further force or effect as
                              of the effective date of such notice.

                              H.  Upon termination or expiration of this
                              Agreement, SciQuest shall remove all Partner
                              product data and other Partner information from
                              its web sites, and upon reasonable request, shall
                              return Partner specific information to Partner.

17   Product Data             Partner shall promptly provide SciQuest with all
                              available rich product data for products
                              designated by Partner (in no event less than
                              product data available on its own web site), in no
                              event later than 30 days after the date of
                              execution of this Agreement. Partner shall also
                              promptly provide to SciQuest all updated and
                              current changes and modifications in Partner's
                              rich product data. Rich product data includes, by
                              example and not limitation, textual and image
                              data, pricing and all other information reasonably
                              related to such products that is available to
                              Partner. With respect to new product
                              introductions, the terms of section 19 apply.
                              SciQuest agrees to not make available Partner
                              specific product data to other parties (unless
                              required by law or valid subpoena).

18   Purchaser Data           A.  Full and complete data and information related
                              to sales of Partner's designated products bought
                              through SciQuest Electronic Marketplace Services
                              shall be provided by SciQuest to Partner at the
                              point of sale during the Term; provided however,
                              that SciQuest may redact information from
                              customers that is subject to a non-disclosure
                              obligation or for which the customer has requested
                              such information not be disclosed. SciQuest will
                              provide Partner with demographic, transactional,
                              and trend information in detail and summary
                              formats concerning customers and purchasers
                              ordering the Partner's products through SciQuest
                              to the same level and quality of information as
                              Partner presently receives from its own channel
                              and from other channels. With respect to new
                              product introductions, the terms of section 19
                              apply. SciQuest agrees to not make available
                              Partner specific purchaser data to other parties
                              (unless required by law or valid subpoena).

19   New product              Partner shall decide the manner and means of new
     introductions            product introductions; provided however, that if
                              Partner determines to offer a new product via any
                              electronic channel or Electronic Marketplace
                              Service (including on its own website), Partner
                              shall promptly provide SciQuest at the earliest
                              time possible all rich product data (as set forth
                              in section 17 above) relating to the new product
                              offering, and Partner shall insure that SciQuest
                              is not disadvantaged in
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                              respect of the timing, nature or content of such
                              product introduction via an Electronic Marketplace
                              Service.

20   Sales Force              Partner agrees that it will treat sales through
     Incentive                SciQuest equal to direct sales for the purpose of
     Alignment                calculating commissions for its sales force and
                              will not institute sales commission schedules for
                              its direct sales force, or other management
                              incentive programs that discourage or in any
                              manner provide disincentives to its direct sales
                              force, other personnel or management from fully
                              supporting and promoting the Strategic Alliance.

21   Implementation           To provide a smooth and expeditious implementation
                              of the SciQuest Electronic Marketplace Services,
                              SciQuest agrees to provide Partner with an
                              Implementation Consultant ("IC") over a mutually
                              agreed time period. The IC will establish a team-
                              based structure comprising representatives from
                              Partner and SciQuest. The Partner will appoint a
                              project leader to facilitate implementation.
                              During the implementation phase of this agreement,
                              the Board of Governors and SciQuest will mutually
                              agree within a commercially reasonable period not
                              to exceed 120 days of the execution of this
                              agreement on objective, definable performance
                              criteria for SciQuest, including by way of
                              example, system up-time, order processing
                              response, integration with electronic data
                              interchange processes, system performance and
                              speed, and other objective criteria, determined to
                              the parties mutual reasonable satisfaction. These
                              criteria shall be used to determine whether
                              SciQuest is performing as required by this
                              Agreement. If the parties cannot agree on
                              objective and commercially reasonable performance
                              criteria for SciQuest, either party may request
                              that an independent third party electronic
                              commerce expert be appointed. If the parties
                              cannot agree on the expert, each party shall
                              select a representative who is not an employee of
                              the party, and the two representatives shall then
                              appoint the expert. The parties shall pay the
                              reasonable costs, expenses and fees of the expert
                              equally. The determination by the expert of the
                              objective, commercially reasonable performance
                              criteria shall be final.

22   Ordering &               A.   SciQuest has established contracts with all
     Shipping                 major carriers at advantageous rates. Under these
                              arrangements, suppliers would normally ship
                              SciQuest orders to buyers using these SciQuest's
                              designated carriers and charging the SciQuest
                              carrier's account number. SciQuest will, however,
                              allow Partner to use its own shipping carriers.

                              B.   SciQuest will order products from the Partner
                              using a method and format agreed on by both
                              parties. No purchase order will be binding on the
                              Partner until the Partner accepts the order. By
                              accepting an order, the Partner agrees to ship the
                              products and comply with the terms of the order.

                              C.   The Partner will ship the products directly
                              to the customer or to the location designated by
                              SciQuest. Product title and risk of loss will pass
                              to SciQuest FOB shipping point. SciQuest will
                              provide the Partner with an order number
                              ("SciQuest Order Number"), shipping carrier data
                              and all other necessary order information
                              ("Shipping Information").

                              D.   Upon shipment, the Partner will notify
                              SciQuest promptly of the SciQuest Order Number and
                              its bill of lading number or carrier tracking
                              number.

                              E.   The Partner will be solely responsible for
                              obtaining and maintaining all licenses, permits
                              and other approvals required to sell and ship the
                              products, unless SciQuest is otherwise required by
                              law to obtain or maintain such licenses, permits
                              and/or approvals.

                              F.   When applicable, the Partner will include
                              with the products: Material Safety Data Sheets (as
                              required by 29 CFR 1910.1200), the Partner's
                              standard warnings about product use and all other
                              information required by law. The Partner will pack
                              and ship products only
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                              to authorized purchasers and end-users at
                              authorized locations according to all applicable
                              laws and regulations.

                              G.   Refunds and Returns. All product refunds and
                              returns will be governed by the Partner's existing
                              policies and procedures, which the Partner will
                              provide to SciQuest. The Partner will refund to
                              SciQuest any payments for authorized returned
                              products less any reasonable restocking fees
                              within thirty (30) days after receiving the
                              returned products.

                              H.   Insurance. The Partner will maintain adequate
                              product liability and general liability business
                              insurance, will maintain the insurance throughout
                              the term of this Agreement and Partner shall use
                              its best efforts to include SciQuest on its
                              blanket vendor insurance coverage.

23   Electronic               SciQuest considers its electronic commerce system
     Marketplace              to be a mission critical application, and takes
     Performance              commercially reasonable efforts to maintain
                              maximum system up-time, up-to-date database
                              indexes, disaster recovery, battery backup,
                              redundant servers, and proper load balancing, and
                              to maintain, in light of currently available and
                              in-use technology, the highest quality performing
                              system that can reasonably be provided.

24   Computer Security        SciQuest agrees to use its best commercial efforts
                              in light of reasonably available technology to
                              maintain the data and information provided by the
                              Partner secure from unauthorized access; provided
                              however, that the Partner acknowledges that
                              despite such best efforts, no data made available
                              on a public network can be secured from all
                              unauthorized access. SciQuest agrees to notify the
                              Partner if it becomes aware of any material
                              unauthorized access to the Partner's data, to
                              cooperate with the Partner in recovery of such
                              information, and to itself take reasonable
                              measures to recover the materials that were
                              accessed without authority. If an unauthorized
                              access is discovered, SciQuest agrees to take
                              prompt actions to protect the system in light of
                              reasonably available technology, to minimize the
                              possibility of such event occurring in the future.

                              Further, SciQuest adheres to a very strict
                              security policy and procedures both internally and
                              externally. Some of these policies include regular
                              scans and reviews of both our internal and
                              external systems for possible breaches in
                              security. SciQuest also regularly reviews reports
                              from CERT (Computer Emergency Response Team) and
                              other sources. From a web perspective, SciQuest
                              uses encryption via SSL (Secure Socket Layer) to
                              provide our customers with a secure connection.

25   Confidentiality;         A.   The parties may disclose to each other
     No employee                   information that is confidential and
     Raid                          proprietary, which may include by way of
                                   example and not limitation: ideas, concepts,
                                   accounting information, customer lists,
                                   supplier lists, data, research knowledge,
                                   compositions, marketing plans, trademark
                                   information, financial information,
                                   competitive analysis, customer
                                   communications, information obtained from
                                   other persons under agreements to keep such
                                   information confidential, trade secrets as
                                   defined under applicable law, and other
                                   internal secret and proprietary information
                                   (the "Proprietary Information"). Proprietary
                                   Information shall not include: (i)
                                   information in the possession of the
                                   recipient before the date of this Agreement
                                   (and recipient shall bear the burden of
                                   proving this fact); (ii) information that
                                   comes into the possession of recipient from a
                                   source other than the other party, even if
                                   the same information was previously
                                   transmitted, or is subsequently transmitted;
                                   (iii) information that is or has become
                                   publicly available in a manner other than by
                                   a breach of this Agreement or by a
                                   misappropriation of trade secret within the
                                   meaning of the Uniform Trade Secrets Act.

                              B.   The recipient of Proprietary Information will
                                   take all reasonable precautions necessary to
                                   ensure the confidentiality of the Proprietary
                                   Information, including, without limitation,
<PAGE>

                                                                          Page 9

================================================================================
Sec. Item                     Terms

                                   taking at least the following actions: (i)
                                   Permitting access to the Proprietary
                                   Information only to employees who have a need
                                   to know of or use the Proprietary
                                   Information; (ii) Maintaining Proprietary
                                   Information in a secured location when the
                                   same is not in use; (iii) Implementing
                                   guidelines for employee's use and access to
                                   the Proprietary Information that protect the
                                   Proprietary Information from being disclosed,
                                   intentionally, or inadvertently, to any
                                   person who is not under an express or implied
                                   contractual obligation not to disclose or
                                   disseminate the information; (iv) Copying
                                   Proprietary Information only when reasonably
                                   necessary, and when making electronic
                                   reproductions (including incorporation into
                                   memos or other internal documents),
                                   maintaining reasonable electronic security
                                   over access to such electronically or other
                                   mechanically stored documents that contain,
                                   refer or relate to the Proprietary
                                   Information; and (v) Implementing such other
                                   practices as may be reasonably requested by
                                   SciQuest or Partner, or which may reasonably
                                   be required to comply with the terms of this
                                   Agreement.

                              C.   The recipient of Proprietary Information will
                                   only use such information for purposes of
                                   performing this Agreement, and for no other
                                   purpose. In addition, SciQuest agrees that it
                                   will not distribute or in any manner share
                                   Partner specific data, except as authorized
                                   by Partner in writing.

                              D.   Neither party will solicit or hire the
                                   other's employees while they are employed
                                   with a party, without first notifying the
                                   other party in writing of their desire to
                                   hire such employee, and negotiating with the
                                   party to determine the conditions under which
                                   such employee may be hired.

26   Intellectual             Neither party shall have any right, title or
     Property Rights          interest in the other's services or data as a
                              result of this Agreement, except as expressly
                              provided herein. Neither party shall use the
                              other's trademarks or service marks except as
                              provided for in this Agreement or as otherwise
                              expressly agreed to in writing, which consent
                              shall not be unreasonably withheld if such use is
                              reasonably necessary to carry out the purposes of
                              this Agreement. Each party retains all of its
                              intellectual property rights which are not hereby
                              assigned, transferred, or licensed to the other
                              unless otherwise expressly set forth in writing in
                              this Agreement or in a later agreement signed by
                              both parties. During the term of this Agreement,
                              Partner grants SciQuest a royalty-free, non-
                              exclusive, worldwide, limited license to use,
                              copy, reproduce and distribute material from the
                              product data, the Partner's name, logo and
                              stylized form, and other applicable trademarks or
                              service marks relating to its products
                              (collectively, "Marks"). This license will be used
                              only for the marketing, promotion or sale of
                              products through the Electronic Marketplace,
                              according to any written specifications provided
                              by Partner and mutually agreed on by both parties.
                              Partner represents and warrants that: (i) it owns
                              the entire right, title and interest in and to all
                              its product data or has obtained sufficient rights
                              to grant the licenses described above, and (ii) no
                              product data infringes or will infringe any
                              intellectual or proprietary rights of any third
                              party, including any copyright, patent, trade
                              secret or trademark rights. SciQuest will retain
                              all copyrights and other proprietary rights to all
                              aspects of the Electronic Marketplace.

27   Representations          A.   Each party represents and warrants to the
     and Warranties           other that: (i) the person signing below has
                              actual authority to bind their principal in this
                              transaction; and (ii) the execution and
                              performance of this Agreement does not violate or
                              cause a default in any agreement to which the
                              party so signing is bound. EXCEPT FOR THE EXPRESS
                              WARRANTIES SET OUT IN THIS AGREEMENT, NEITHER
                              PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, AND
                              EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES TO THE
                              FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT
                              LIMITATION THE IMPLIED WARRANTIES OF
                              MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                              PURPOSE.
<PAGE>

                                                                         Page 10

================================================================================
Sec. Item                     Terms

                              B.   Partner and SciQuest warrant that they have
                              evaluated and taken reasonable steps to ensure
                              that their computer operating systems' hardware
                              and software for information processing (i.e. in
                              SciQuest's case, its Electronic Marketplace
                              Services), manufacturing, sales and distribution
                              systems, communications, buildings and plant
                              facilities, support services, and other critical
                              applications (the "Systems") are Year 2000
                              Compliant. Partner warrants that Partner's
                              products are Year 2000 Compliant.

                                   (i).  In this Agreement, "Year 2000
                              Compliant" means that the Systems or products can
                              accurately process, provide and/or receive date
                              data between the 20th and 21st centuries,
                              including the years 1999 and 2000, and leap year
                              calculations. The Partner warrants that it has
                              contacted its critical partners and service
                              providers regarding their Year 2000 readiness and
                              that it has received assurances from them that its
                              business operations will not be substantially
                              affected by their failure to be Year 2000 ready.
                                   (ii). The parties agree to provide each other
                              with their current Year 2000 compliance plan or
                              readiness statement upon reasonable request.

                              C.   The Partner warrants that: (i) SciQuest will
                              receive free and clear title to the products; (ii)
                              the products are free of security interests and
                              other liens and encumbrances, (iii) (a) the sale
                              by SciQuest of the Partner's products for their
                              intended purpose, and (b) the use by SciQuest of
                              product information and data provided by Partner
                              in accordance with the terms of this Agreement,
                              will not violate any copyright, patent, trade
                              secret, trademark or other proprietary right of
                              any third party recognized in the Territory (or in
                              the Foreign Market if applicable); and (iv) that
                              the sales information in respect of SKU numbers
                              for products identified in Appendix A to Exhibit A
                              are true and correct.

                              D.   The Partner acknowledges that SciQuest will
                              offer the products to Customers and agrees that
                              all warranties for the products will be passed
                              through to Customers.

28   Limitation of            A.   Except in the case of a claim of Indemnity
     Remedy                   under section 29, neither party shall be liable to
                              the other for any economic, consequential,
                              indirect, incidental, special or exemplary loss or
                              damage, whether arising under tort, contract or
                              any other legal theory, and regardless of whether
                              a party foresaw such damages.

                              B.   Except for a claim for unpaid invoices for
                              purchased products or for unpaid commissions, both
                              parties aggregate and total liability hereunder
                              shall be limited to proved pecuniary loss not to
                              exceed the total amount of commissions earned by
                              SciQuest with respect to such partner in the
                              preceding 12-month period, provided however that
                              this limitation shall not apply to a proven claim
                              that the other party engaged in gross negligence
                              or intentional misconduct.

                              C.   In the case of a claim for defective product
                              where the receiving party did not engage in misuse
                              or negligent handling or storage, the aggrieved
                              party's sole remedy shall be repair or replacement
                              of the product. If the product was defective upon
                              receipt, or if the shipment was not conforming to
                              the order and the entire lot is rejected, the
                              party shipping the goods shall be liable for all
                              shipping costs.

29   Indemnity and            Except for damages, injury or expense suffered as
     Insurance                a result of a party's own negligent or intentional
                              act or omission, each party (the "Indemnifying
                              Party") agrees to defend, indemnify and hold
                              harmless the other party, and its agents,
                              employees, officers, directors and other persons
                              acting on its behalf (the "Indemnified Party")
                              from all damages, losses, expenses (including
                              attorneys' fees) or other claims of a third-party
                              that arise from or are related to any violation of
                              Federal or State laws by the indemnifying party
                              and any breach of warranty set forth in section
                              27; provided that in the case of a claim of breach
                              of section 27.A(i), the party
<PAGE>

                                                                         Page 11

================================================================================
Sec. Item                     Terms

                              claimed to be in default shall have a reasonable
                              opportunity to cure the breach by obtaining a
                              license, removing the objectionable material, or
                              otherwise curing the infringement prior to being
                              obligated to provide indemnification. Both parties
                              agree to maintain in force reasonable commercial
                              general liability insurance, including coverage
                              for business risk and contract liability, which
                              would cover anticipated claims under this
                              provision, and upon request, will cooperate in
                              recognizing the other party as an additional
                              insured, if the transaction or matter reasonably
                              requires such confirmation. SciQuest agrees to use
                              its best efforts to include Partner on its blanket
                              vendor insurance coverage.

30   Publicity                The parties shall make press releases or other
                              statements to the public concerning the nature of
                              this relationship with the consent of the other
                              party, which consent shall not be unreasonably
                              withheld. All links, disclosures and
                              representations concerning the nature of this
                              relationship, whether presented in a press release
                              or on a website or otherwise, shall be approved by
                              the parties before dissemination or public
                              display, except that SciQuest shall be permitted
                              to disclose such information as may be required to
                              be disclosed in its registration statement filed
                              in connection with its initial public offering.

31   Most Favored             If, prior to the earlier of the date Partner makes
     Terms                    an election to become non-exclusive, or the end of
                              the Term, and provided Partner is not then in
                              default, SciQuest enters into a written agreement
                              with a person or company other than a party that
                              became an Alliance Plus Partner under this
                              Agreement under the same program as offered herein
                              and with a similar revenue potential, and if such
                              agreement contains in the aggregate more favorable
                              terms and conditions than this Agreement, then the
                              net effect of the more favorable terms and
                              conditions of the subsequent Agreement shall be
                              automatically incorporated herein. SciQuest shall
                              provide reasonable notice to the Partner
                              concerning any execution of an agreement that
                              would trigger the provisions of this section.


32   Miscellaneous and        A.   This Agreement shall be binding upon and
     Legal                    inure to the benefit of the parties hereto and
                              their respective successors and assigns.

                              B.   This Agreement, including the Exhibits
                              attached hereto, and together with the Warrant and
                              Addendum are the final, complete, entire and
                              exclusive statement of the agreement between the
                              parties concerning the subject matter hereof and
                              may not be amended except by the written agreement
                              of the parties. In the event of any conflict
                              between this Agreement and any Exhibit, this
                              Agreement shall control. In the event of any
                              conflict between this Agreement and the Warrant or
                              the Addendum, the Warrant/Addendum shall control.

                              C.   No waiver of any right or consent to any
                              breach hereunder shall be effective unless made in
                              writing and signed by the party claimed to have
                              waived or consented. No waiver of any right or
                              consent to any breach shall constitute a waiver of
                              any other right or consent to any other breach.

                              D.   The validity of this Agreement, the
                              construction of its terms, and the interpretation
                              of the rights and duties of the parties hereto
                              shall be governed by and construed in accordance
                              with the substantive laws of the State of Delaware
                              and without reference to laws relating to
                              conflicts of law. Disputes involving money damages
                              shall be arbitrated under American Arbitration
                              Association Rules for Commercial Arbitration, in
                              Raleigh, North Carolina. A claim for equitable
                              relief shall not be limited to arbitration, and
                              may be brought by either party against the other
                              only in the defendant's forum state where it's
                              principal place of business is located.

                              E.   The captions of clauses throughout this
                              Agreement are for convenience only and are not
                              material with respect to interpretation of this
                              Agreement.
<PAGE>

                                                                         Page 12

================================================================================
Sec. Item                     Terms

                              F.   Any notice required or allowed under this
                              Agreement shall be deemed properly given upon
                              actual delivery, if delivery is by hand, upon
                              receipt by the transmitting party of confirmation
                              or answer back, if delivery is by telex, telegram,
                              facsimile, or electronic mail, or upon delivery
                              into the regular mail, postage prepaid by
                              registered or certified return receipt-requested
                              to the parties at the following addresses:

                              If to SciQuest:
                              P.O. Box 121156 Research Triangle Park, NC 27709
                              ATTENTION: Chief Financial Officer
                              FAX:       919.659.2195


                              If to the Alliance Plus Partner:
                              ___________________________
                              ATTENTION: ____________________
                              FAX:  (___) ___-____

                              or at such other address as the parties may
                              designate by notice given pursuant to this clause.

                              G.   This Agreement may be executed in duplicate
                              original counterparts, and facsimile signatures
                              shall be deemed originals. If any portion of this
                              Agreement is held to be unenforceable, said
                              portion shall be severed from this Agreement, the
                              remainder of which shall continue in effect.

                              H.   Notwithstanding the use of the term
                              "partner", the parties do not intend to establish
                              a partnership, and the relationship of the parties
                              is that of independent contractors, and no agency,
                              employment, joint venture/partnership, or any
                              other fiduciary relationship is created by this
                              Agreement.

                              I.   The sections of this Agreement that address
                              confidentiality, warranties, and indemnification
                              and other provisions to the extent the context
                              requires, shall survive termination or expiration
                              of this Agreement.

                              J.   In no event shall either party be liable to
                              the other party (except for the payment of money
                              which obligation is not subject to this section)
                              for any delay or failure to perform hereunder,
                              which delay or failure to perform is due to acts
                              of God, acts of the public enemy, acts of the
                              United States of America, or any State, territory
                              or political subdivision thereof or of the
                              District of Columbia, acts of other governments,
                              fires, storms, floods, epidemics, quarantine
                              restrictions, work stoppages, strikes, failures or
                              delays in transportation or communication,
                              failures or substitutions of equipment, accidents
                              and similar occurrences. Notwithstanding the
                              foregoing, in every case the delay or failure to
                              perform must be without the material fault or
                              negligence of the non-performing party.

     WHEREFORE the parties intending to create a binding agreement, set their
     hands and seals:


ALLIANCE PLUS PARTNER                        SCIQUEST.COM, INC.

<PAGE>

                                                                         Page 13

     ________________________________(SEAL)  _____________________________(SEAL)

     By: __________________________          By: __________________________

     Date: __ / __ / ___                     Date: __ / __ / ___
<PAGE>

                                                                         Page 14


                                   EXHIBIT A
                               EQUITY INCENTIVES
                          FOR ALLIANCE PLUS PARTNERS


A.   SciQuest has established a total available pool of Warrant Shares in the
     amount of up to 20% of the total outstanding capital stock of SciQuest (on
     a fully diluted basis) existing as of October 20, 1999 (the "Warrant
     Pool").

B.   Warrants shall be earned as follows:

     1.   If the Total Revenue Potential (defined below) is less than
          $500,000,000, no warrants shall be earned. If the Total Revenue
          Potential is equal to or greater than $500,000,000 but less than
          $1,400,000,000, then the size of the Warrant Pool shall be calculated
          by multiplying the Total Revenue Potential divided by $100,000,000
          times 1.4286%. If the Total Revenue Potential is equal to or greater
          than $1,400,000,000, then the size of the Warrant Pool shall be 20%.
          The number of Warrants earned by a particular Partner shall be
          calculated, in all cases, by multiplying (i) the percentage of the
          Total Revenue Potential such Partner's Revenue Potential represents by
          (ii) the total number of Warrants available in the Warrant Pool. In no
          event shall the entire Warrant Pool exceed 20% of the total
          outstanding capital stock of SciQuest (on a fully diluted basis).

     2.   The aggregate total annualized Revenue Potential from all Partners
          that are committed prior to October 20, 1999 (the "Total Revenue
          Potential") shall be determined as soon as reasonably possible after
          October 20, 1999.

     3.   In this Exhibit, "Revenue Potential", with respect to any particular
          Partner, means the annualized total global revenue derived from sales
          of products that are predominantly sold by the Partner in the United
          States direct to the customer (i.e. not using traditional distribution
          channels) and which are to be made available for sale on the SciQuest
          e-channel, based upon the most recent fiscal quarter of such Partner,
          calculated as though the Partner in question was using the SciQuest
          system for 100% of its order processing for those products. For
          example, if Partner A designates 1000 SKU's for sale on the SciQuest
          system, which products resulted in world-wide sales of $12.5 million
          in the most recently completed fiscal quarter, then such Partner's
          Revenue Potential shall be $50 million. Any product whose unit price
          exceeds $30,000 shall not be eligible for inclusion in the Revenue
          Potential for a Partner. A list of the SKU's of such products shall be
          attached and incorporated as an Appendix to this Exhibit.

     Example 1: Ten (10) Partners having a Total Revenue Potential of
     $1,200,000,000 execute the Agreement before October 20, 1999. Assume that
     10,000,000 shares of SciQuest's capital stock are outstanding. Using the
     above formula, the calculation would be: $1,200,000,000/$100,000,000 x
     1.4286% 17.1432%, or a Warrant Pool of 1,714,320 shares.

     Example 2: Fifteen (15) Partners having a Total Revenue Potential of
     $2,450,000,000 execute the Agreement before October 20, 1999. Assume that
     10,000,000 shares of SciQuest's capital stock are outstanding. The Warrant
     Pool would equal 20% of the total outstanding capital stock of SciQuest, or
     2,000,000 shares.

C.   Warrants that have been earned shall be issued on the earlier of the
     business day following the closing of the initial public offering of the
     Company's common stock ("IPO") or December 31, 1999.

D.   Warrants shall vest as follows: 25% as of the eighteen month anniversary of
     the Issuance Date, 25% as of the second annual anniversary of the Issuance
     Date, 25% as of the third annual anniversary of the Issuance Date, and 25%
     as of the fourth annual anniversary of the Issuance Date. Warrants may be
     exercised only to the extent that such Warrant is vested. If a Partner
     converts its relationship with the Company to a non-exclusive relationship
     pursuant to the terms of the Agreement for any reason or otherwise breaches
     this agreement, then upon such conversion or breach, all unexercised
     warrants, whether vested or unvested, held by such Partner shall
     immediately terminate and be of no further force or effect. The exercise
     price of the Warrants shall be equal to $.01 per share.
<PAGE>

                                                                         Page 15

E.   If requested by the Company's underwriters in connection with the Company's
     IPO, any Partner receiving Warrants agrees to enter into a lockup agreement
     identical to that entered into by the Company's directors, officers and
     shareholders.

F.   SciQuest (or its designated professionals) shall be entitled, upon
     reasonable advance written notice, to inspect the books and records of
     Partner to determine the accuracy of the determination of the Revenue
     Potential in this Exhibit.  Partner shall maintain books and records in
     accordance with good accounting practices and provide all information
     reasonably requested  by SciQuest to perform the audit.  If a dispute
     arises concerning the calculation of the Revenue Potential, the provisions
     of the Alliance Agreement concerning dispute resolution shall be
     applicable.
<PAGE>

                                                                         Page 16

                                   EXHIBIT B
                             COMMISSIONS and TERM

1.  SciQuest Commission/Discount Rate/*/


<TABLE>
               ------------------------------------------------------------------------------------
               Year                         1        2        3        4         5        Term
               <S>                          <C>      <C>      <C>      <C>       <C>      <C>
               Alliance Plus Partner        [++]     [++]     [++]     [++]      [++]     5 years
               ------------------------------------------------------------------------------------
</TABLE>

/*/ Applies to those products on the listing of SKU numbers set forth on the
appendix to Exhibit A and for SKUs subsequently added for new standard catalog
items but does not apply to Auction Sales, to LabDeals, and to other products
that are dynamically configured or custom priced products for which separate
Electronic Marketplace Services may be utilized.

2.  Strategic Alliance Term

 .   For Alliance Plus Partners - right to renew for another 5 years after the
    initial Term [++++++] SciQuest Commission

3.  Effect of Non-Exclusivity Election on Commission/Discount Rate

 .   The SciQuest Commission/Discount rate shall increase by [++++++] per the
    schedule in Section 1 above, however, the maximum Commission/Discount Rate:
    (i) shall not exceed [++++++] in the eighteen month period immediately after
    the conversion to non-exclusive; and (ii) thereafter shall not exceed
    [++++++] during the remainder of the Term.
<PAGE>

                                                                         Page 17


                                   EXHIBIT C
                PREFERRED POSITIONING IN BUYERS' SEARCH RESULTS

SciQuest agrees to provide Partners with preferred positioning in search results
such that Partners' products are differentiated from other suppliers' products
on search results pages.

Criteria for determining preferred positioning include the supplier's status
(Partner/non-Partner) and the supplier's market share position within a product
category based upon independent market research information.

     SciQuest Public Sites

Priority preferred positioning will be given to suppliers in the following order
provided that each is one of the top three market share leaders in a product
category:

1. Alliance Plus Partners
2. Other Suppliers

Note: The date of execution of the Strategic Alliance Agreement between the
Partner and SciQuest will determine the prioritization within the Alliance Plus
group.

In the future, SciQuest will use customer preference to order search results
with respect to each product within each product category to determine preferred
positioning for Partner's products, subject to review by the Board of Governors.
Further, SciQuest will not include a price per unit comparison as a default
design and any changes to this particular design aspect will be subject to a
review by the Board of Governors.


     SciQuest Private Sites

In those instances where SciQuest has provided certain customers with a private
site, SciQuest will deliver the site with the Preferred Positioning described
above as the default. However, the private site customer reserves the right to
determine supplier positioning on search results pages.

SciQuest will, however, make commercially reasonable efforts to include Partner
products on such private sites.
<PAGE>

                                                                         Page 18

                                   EXHIBIT D
                     SCIQUEST CORE SERVICES FOR CUSTOMERS

SciQuest is building an electronic marketplace rich in information content that
will be the dominant electronic commerce channel for scientists and purchasers
of scientific and laboratory products. Our goal is to create the best purchase
experience for the customer. SciQuest offers extensive electronic marketplace
services for customers.  The following charts provide examples of current and
planned system functions, but do not constitute guaranteed functionality.  All
Electronic Marketplace Services shall be determined in the discretion of
SciQuest subject to its obligations in the Alliance Agreement:

Pre-purchasing environment
--------------------------------------------------------------------------------

 .  Provide e-catalog rendering of listed product information (e.g., cXML, OBI,
   BizTalk, CBL, EDI, etc.) to provide consistent customer presentation.

 .  Incorporate product information into proprietary taxonomy from Cold Spring
   Harbor Laboratory with UN/SPSC coding to facilitate efficient, accurate
   product selection.

 .  Provide advanced, extremely fast search capability by supplier name, brand
   name, product name, category, text based product description, or part number
   to improve the customer satisfaction in electronic product location.

 .  Utilize an integrated "shopping cart" that inputs all necessary information
   automatically onto a buyer's electronic purchase order to reduce purchase
   time and eliminate transcription errors.

 .  Display product availability and the estimated time for delivery (if this
   functionality is available from supplier) to provide the customer with
   improved inventory management capabilities.

 .  Offer different payment options: procurement card, credit card, or purchase
   order to meet customers payment preferences.

 .  List past purchases and favorite products which provides the ability to
   seamlessly select products for re-purchase.

 .  Identify market leaders within a product category.

 .  "Ask Joe" rapid response technical support manned by personnel including
   staff Ph.D. to assist in product and protocol identification and
   implementation.

 .  Provide links for in-depth product descriptions and documentation (e.g., MSDS
   sheets, protocols, and references) to improve the customer's product
   selection process.
--------------------------------------------------------------------------------

Purchasing transaction
--------------------------------------------------------------------------------
 .  Order taking (SKU, volume, unit price, delivery date, location, terms, etc.).

 .  Reporting product availability (link to suppliers' inventory control system
   where available).

 .  Credit checking.

 .  Centralized order processing through a single site.

 .  Order acknowledgment and tracking.

 .  Consolidated billing.

 .  Returns.

 .  Customer service (non-technical) provided by SciQuest Customer Care to
   address purchasing procedure questions, order expediting, and to facilitate
   communication with supplier
--------------------------------------------------------------------------------
<PAGE>

                                                                         Page 19

Post-purchasing environment
--------------------------------------------------------------------------------
 .  Send periodic targeted information about Alliance Partners' products based on
   purchase history.

 .  Share testimonials from buyers about products to assist customers in keeping
   abreast of product offerings and associated performance.

 .  Provide links for in-depth product descriptions and documentation (e.g., MSDS
   sheets, protocols, and references) to improve customers product use
   experience.

 .  Utilize purchase data from SciQuest Auctions to recommend complementary
   accessories and consumables.
--------------------------------------------------------------------------------
<PAGE>

                                                                         Page 20

                     SCIQUEST CORE SERVICES FOR SUPPLIERS


SciQuest provides comprehensive electronic marketplace services for its Alliance
Partners to cost effectively market and sell their products to customers. These
services provide significant benefits to the Alliance Partner in terms of higher
brand visibility, increased sales, improved operating efficiency, and enhanced
customer satisfaction.  The following charts provide examples of current and
planned system functions, but do not constitute guaranteed functionality.  All
Electronic Marketplace Services shall be determined in the discretion of
SciQuest subject to its obligations in the Alliance Agreement:

Pre-purchasing environment
--------------------------------------------------------------------------------
 .  Provide a "state of the art" e-commerce storefront for product search,
   selection, and ordering.

 .  Provide preferential display of Alliance Partner products in search results.

 .  Provide co-marketing programs to accelerate new product adoption such as
   announcements when predecessor products are selected, e-mail to targeted
   users, new product announcements in content sections of the SciQuest site,
   prominent placement in the SciQuest Featured Products section, and joint
   marketing programs with complementary product suppliers.

 .  Access to SciQuest Auctions and SciQuest LabDeals sites for efficient
   inventory management by offering a channel for used, excess and obsolete
   product inventory.

 .  E-catalog data manipulation and warehousing services including an on-line
   content maintenance system and publishing platform to distribute data to
   Partner's sales channels.

 .  Classification of products using proprietary taxonomy from Cold Spring Harbor
   Laboratory with UN/SPSC coding to ensure accurate product identification in
   customer search environments.

 .  Data sorting and categorization using proprietary, advanced, extremely fast
   search capability by supplier name, brand name, product name, category,
   description or part number. Search engine allows truncated, partial matching,
   and wild card matching product identification by the customer.

 .  Seamless integration of product selection and order generation to eliminate
   transcription errors and improve customer satisfaction.

 .  Payment options to meet customer purchasing preferences.

 .  Purchase history and favorite product designations to provide the ability to
   select products for re-purchase using a single mouse click to increase
   customer retention and increase customer order size.

 .  Provide links for in-depth product descriptions and documentation (e.g., MSDS
   sheets, protocols) assuring customer receives current product information.
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                                                                         Page 21
Purchasing transaction
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 .  Process customer orders (SKU, volume, unit price, delivery date, location,
   terms, etc.).

 .  Integrate with order entry and inventory management systems to provide the
   customer with product availability (NOT quantity on hand) and the estimated
   time for delivery if available from supplier.

 .  Eliminate Credit risk.

 .  Transmit orders electronically.

 .  Assume order acknowledgment and tracking responsibility and communication
   with customer.

 .  Assume credit card transaction costs.

 .  Manage the integration of the Alliance Partner into the SciQuest system by
   utilizing a SciQuest Integration Consultant.

 .  SciQuest Supplier Care provides support for purchasing procedure and business
   integration.

 .  Provide customer transaction data (no disintermediation).

 .  Automatic integration with ERP/ORMS legacy software vendors (e.g., Ariba,
   Oracle SAP, PeopleSoft, Lawson, AMS, A.G. Edwards, CommerceOne, etc.).
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Post-purchasing environment
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 .  Distribute periodic statements detailing purchase information including sales
   demographics, transactions, and trends in detail and summary formats for
   customers and purchasers.

 .  Communicate feedback from buyers about Alliance Partners' products.

 .  Provide appropriate technical data to the buyer to support product use.
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                                                                         Page 22


                                   EXHIBIT E
                           PREFERRED RELATIONSHIP -
                            BUYING THROUGH SCIQUEST

Partner agrees to make its best and commercially feasible efforts to purchase
laboratory and scientific products used in its businesses through SciQuest in
accordance with the following guidelines:

1.  SciQuest will provide the Partner with functionality equal to that offered
to its best customers including, but not limited to:

    . private intranet site
    . access to the entire SciQuest offering
    . robust measurement and metrics package
    . supplier diversity reports
    . customer-specific pricing based on pre-negotiated pricing between Partner
      and its contracted suppliers
    . user defined search results order
    . system upgrades provided at no cost to Partner

2.  SciQuest agrees to not charge the Partner for developing its private site or
for its use of the procurement solution.

3.  Partner agrees to make its best efforts to use SciQuest's procurement system
unless a) the supplier of choice for the Partner is not available through
SciQuest, and SciQuest is unable or refuses after written notice of such
situation, to provide the supplier's products through its channel; or b)
SciQuest's pricing to Partner is higher than offered by another vendor in a
bona-fide arm's length transaction under similar circumstances, and SciQuest is
unable or refuses after written notice of such situation, to reduce its prices
to meet competition.

4.  Partner agrees to pay SciQuest invoices Net 30 days.

5.  SciQuest will provide an Implementation Consultant to assist in defining
requirements and implement the procurement solution including end user training.