ex1014.htm


    Exhibit 10.14


    Agreement with
K-9 Bomb Search 

      
        

      



    ALLIANCE
AGREEMENT

     Between
American K-9 Bomb Search, Inc., Inc. and Labwire, Inc.

    


    This
Agreement is entered into on this       1st  day of      February        ,
2005 by and between Labwire, Inc. (hereinafter “Labwire”), and American K-9
Services, Inc. (hereinafter “K-9”).

    WHEREAS
K-9 provides security and investigative, dog related services all of which are
hereafter referred to, both singularly and collectively, as the “Security
Services” and maintains a Web site at www.K-9.com (which site and any successor
sites shall be referred to as the “K-9 Site”).and

    


    WHEREAS
Labwire desires to promote K-9 as the preferred provider of Security Services to
its customers; and

    


    WHEREAS
Labwire provides certain automated program management services and related
products referred to, both singularly and collectively, as the “DAT Services”
and maintains a Web site at www.labwire.com (which site and any successor or
affiliated sites shall be referred to as the “Labwire Site”); and

    


    WHEREAS
K-9 desires to promote Labwire as a preferred provider of DAT Services to its
customers; and

    


    WHEREAS
K-9 and Labwire desire to provide incentives to each other for the referral of
Customers and the resulting revenues from such Customers; and

    


    


    NOW,
THEREFORE, Labwire and K-9, in consideration of the mutual promises and
undertakings herein recited and intending to be legally bound, agree as
follows:

    


    


    
      	
              1.  

            	
              Definitions. For
      purposes of this Agreement, the following definitions will
      apply:

            


    

    
      	
              a.  

            	
              "Referral
      Customers" will mean end-users who purchase Security Services from K-9
      after being referred to the sales, marketing and customer service efforts
      of K-9 after initial contact by
Labwire.

            


    

    
      	
              b.  

            	
              “Service
      Agreement” will mean resulting executed contracts between K-9 and Referral
      Customers under which K-9 agrees to provide the BI Services and deliver
      said products and services.

            


    

    
      	
              c.  

            	
              “Security
      Services” will mean the products and/or services provided by K-9 under
      this Agreement.

            


    

    
      	
              d.  

            	
              “DAT
      Services” will mean the products and/or services provided by Labwire under
      the Agreement.

            


    

    


    
      	
              2.  

            	
              Term. The term of this
      Agreement will commence on the date first set forth above and will
      continue in effect for an initial term of two (2) years, unless earlier
      terminated pursuant to the terms and conditions of this
      Agreement.

            


    

    


    
      	
              3.  

            	
              Appointment. Because K-9
      wishes for Labwire to be, and Labwire wishes to be, an independent sales
      agent and distributor for certain K-9 products, for the term of this
      Agreement, K-9 designates and appoints Labwire, on a world-wide basis, as
      (a) its non-exclusive independent sales representative to market Security
      Services.

            


    

    


    
      	
              4.  

            	
              Responsibilities of K-9.
      K-9 agrees to perform the following responsibilities in connection with
      this Agreement:

            


    

    
      	
              a.  

            	
              Subject
      to the terms and conditions of this Agreement, all determinations
      concerning the terms and conditions of Security Services offered, will be
      made by K-9.

            


    

    
      	
              b.  

            	
              K-9
      will be responsible to provide the Security Services in accordance with
      the executed Service Agreements that it obtains with Referral Customers.
      .

            


    

    
      	
              c.  

            	
              K-9
      will make available to Labwire, at no cost to Labwire, service briefs,
      product brochures, and such other sales aid materials (collectively,
      “Marketing Materials”) as K-9 reasonably determines appropriate to assist
      Labwire in the marketing of the Security Services. K-9 grants to Labwire
      the right to reproduce and distribute the Marketing Materials in support
      of its sales efforts under this
Agreement.

            


    

    
      	
              d.  

            	
              K-9
      and Labwire may distribute a joint press release (in form acceptable to
      both parties) announcing this Agreement, and such other press releases as
      the parties may agree upon from time to time to promote the sales of
      Security Services through Labwire.

            


    

    
      	
              e.  

            	
              K-9
      will provide Labwire personnel with such training as Labwire may
      reasonably request to enable it to effectively market the Security
      Services. Each party will bear its own costs and pay for its own expenses
      in providing or receiving the
training.

            


    

    
      	
              f.  

            	
              K-9
      will pay commissions to Labwire in accordance with the provisions of
      Section 9 of this Agreement.

            


    

    
      	
              g.  

            	
              K-9
      will promote Labwire as a recommended and preferred provider of DAT
      Services.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              5.  

            	
              Responsibilities of
      Labwire. Labwire agrees to perform the following responsibilities
      in connection with this Agreement.

            


    

    
      	
              a.  

            	
              As
      Independent Sales Representative of Security Services to Referral
      Customers.

            


    

    
      	
              i.  

            	
              In
      soliciting orders for Security Services on behalf of K-9, Labwire will
      provide service and product descriptions only as are contained and
      approved by K-9 in its current published sales literature, which will be
      provided to Labwire by K-9.  When K-9 sales literature is
      changed, Labwire will be allowed continued use of its existing stock of
      related marketing materials for a period of sixty days following receipt
      of notice of the changes.

            


    

    
      	
              ii.  

            	
              Labwire
      will not make any other representations, warranties, or commitments
      relative to BI Services or negotiate any K-9 contract terms, conditions or
      prices.

            


    

    
      	
              iii.  

            	
              Labwire
      will advise K-9 of the prospective Referral Customer to establish
      appropriate sales contacts, contract documentation, and customer service
      to be completed through K-9.

            


    

    
      	
               
      

            	
              b.

            	
              Marketing
      Materials.

            


    

    
      	
               
      

            	
              i.

            	
              Labwire
      may prepare marketing materials (such as overheads, presentations,
      brochures, and trade show information) for use in marketing the Security
      Services. These marketing materials, with exception of pricing
      information, will be subject to the approval of K-9 prior to use.
      Proposals to potential customers will not be considered to be marketing
      materials.

            


    

    


    
      	
              6.  

            	
              Expenses. Except as
      otherwise set forth in this Agreement, each party will be individually and
      solely liable for its own costs involved in marketing Security
      Services.

            


    

    


    
      	
              7.  

            	
              Billing and
      Collection.  Labwire will perform all billing and
      collection functions with regard to Referral Customers under this
      Agreement.  All orders will be placed directly with Labwire and
      K-9 and Labwire will each invoice their own Customers directly for payment
      for their respective services, unless otherwise arranged on a customer by
      customer basis.  K-9 acknowledges and agrees that Labwire is not
      responsible for any amounts due to K-9 for Security Services that K-9
      sells to its Customers unless Labwire is a party to the transactions
      between K-9 and those Customers. Labwire acknowledges and agrees that K-9
      is not responsible for any amounts due to Labwire for DAT Services that
      Labwire sells to its Customers unless K-9 is a party to the transactions
      between Labwire and those Customers.  The terms and conditions
      of any commercial transactions between K-9 and its Customers and Labwire
      and its Customers are separate agreements between K-9 and Labwire and
      their respective Customers and such contracts are independent of this
      Agreement.

            


    

    


    
      	
              8.  

            	
              Customer Orders and
      Payment.  All orders will be submitted by Referral
      Customers directly to K-9 and will be subject to acceptance in writing by
      K-9 under applicable Service Agreements with said Customers, it being
      expressly understood and agreed that K-9 may, refuse acceptance of any
      order if, in K-9’ reasonable determination, acceptance of such order would
      have a detrimental effect on K-9’ business. Each order submitted pursuant
      hereto will constitute an offer by a Customer to purchase the Security
      Services therein described and, upon acceptance by K-9, will give rise to
      a contractual obligation of K-9 to distribute the Security Services to the
      Customer, and to charge such Customer for said Security Services ordered
      on the terms and conditions set forth in this Agreement. K-9 will provide
      approved standard form contracts reflecting appropriate billing and
      payment arrangements along with required terms and conditions pertaining
      to such Customers. The contract terms and conditions contained in Service
      Agreements for Referral Customers will not be negotiable between such
      Customers and Labwire or K-9.

            


    

    


    
      	
              9.  

            	
              Commissions on Referral
      Customers. K-9 agrees to pay Commissions to Labwire of five percent
      (05%) of revenue received by K-9 from Referral Customers, or such other
      amount specific to a Referral Customer as is mutually agreed by both
      parties hereto in writing.  Labwire agrees to pay Commissions to
      K-9 of five percent (5%) of
revenue:

            


    

    
      	
              a.  

            	
              Referral
      Customers shall be submitted by Labwire and accepted by K-9, or vice
      versa,

            


    

    
      	
              b.  

            	
              Commissions
      will be deemed earned by either party only when all of the following
      criteria are fulfilled:

            


    

    
      	
              i.  

            	
              The
      Referral Customer and K-9 have entered into an agreement within one
      hundred eighty (180) days of the referral date (“Referral Date”) reflected
      in the specific Customer Referral Form for the prospective customer’s
      purchase of K-9 products duly executed by both parties to the contract.
      Commissions will be paid on the initial and all subsequent orders for term
      of the contract between K-9 and the Referral Customer even if this
      Agreement terminates or expires.

            


    

    
      	
              ii.  

            	
              The
      Product has been delivered to and paid for by the Referral Customer to
      K-9.  K-9 must employ reasonable commercial efforts to collect
      from delinquent Referral Customer accounts. Commission will not be paid on
      bad debts or amounts deemed by K-9 to be
  uncollectible.

            


    

    
       

       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              c.  

            	
              Commissions
      will be reported to and payable to either party thirty (30) days after the
      end of the month in which the commission is
  earned.

            


    

    
      	
              d.  

            	
              Commissions
      will be paid net of taxes, fees or other pass-through charges and subject
      to the provisions of this
Agreement.

            


    

    
      	
              e.  

            	
              Except
      as otherwise specifically agreed, the payment of commissions under this
      Agreement will constitute full compensation for services performed and
      expenses incurred by either party under, or in any way connected with its
      role as independent sales representative or
  distributor.

            


    

    
      	
              f.  

            	
              If
      this Agreement is terminated, both parties will be entitled to receive
      commissions on Referral Customers which were submitted by either party
      prior to the date of termination, which are accepted by K-9 or Labwire
      within thirty (30) days after such date of
  termination.

            


    

    
      	
              g.  

            	
              K-9
      may in its sole discretion reject any Referral Customer if it reasonably
      determines that acceptance of such Customer (1) would be detrimental to
      its business (i.e.: such customer is a competitor, or has bad credit); or
      (2) would violate certain restrictions defined by K-9 company policies for
      qualifying new customers; or, (3) would violate federal, state, or local
      laws; or (4) would violate K-9’s contractual obligations with other
      parties such as government agencies or data suppliers. K-9 will provide
      Labwire with its rules for qualifying new customers, and will notify
      Labwire as to any contractual obligations that would restrict Labwire’s
      sales efforts. This information will be updated when changes are made to
      it.

            


    

    
      	
              h.  

            	
              K-9
      shall keep full and accurate records related to Referral Customers to
      enable it to accurately report the commissions earned by Labwire each
      month. Labwire shall have the right, upon reasonable prior written notice,
      to audit the books, records and accounts of K-9 relating to the Referral
      Customers and Security Services purchased by such Customers for the
      purposes of verifying compliance with this Agreement The expenses of such
      audits shall be borne by Labwire. Audits shall be limited to records
      specifically related to this Agreement. Audits shall occur no more often
      than three (3) times per calendar year and no more often than two (2)
      times per any quarter.

            


    

    
      	
              i.  

            	
              Labwire
      will comply with reasonable procedures and guidelines established by K-9
      for the use of consumer information ad will comply by all applicable
      federal, state, and local laws and regulations.  K-9 has the
      right to require reasonable evidence of Labwire’s compliance with
      applicable laws and K-9’s guidelines for use of consumer information
      products.  Labwire shall fully cooperate with such inquiries or
      audit requests of K-9 to the extent they are reasonable and do not require
      Labwire to violate any law or confidentiality obligation.  Upon
      reasonable advance notice and during regular business hours, K-9 shall
      have the right at its own expense to conduct periodic audits of Labwire’s
      compliance with its obligations under this Agreement and with applicable
      laws. Audits shall be limited to records specifically related to this
      Agreement. Audits shall occur no more often than three (3) times per
      calendar year and no more often than two (2) times per any quarter
      thereof.

            


    

    
      	
              j.  

            	
              Any
      violations discovered as a result of such audits may be cause for
      immediate action by either party, including but not limited to,
      termination of this Agreement.

            


    

    


    
      	
              10.  

            	
              Indemnification.

            


    

    
      	
              a.  

            	
              Labwire
      will indemnify and hold K-9 harmless from and against any and all third
      party claims and liabilities resulting therefrom, together with reasonable
      attorney’s fees and costs incurred in connection therewith, resulting
      from: (a) any unauthorized representations, warranties or commitments made
      by Labwire with respect to the Security Services; or (b) any breach by
      Labwire of its obligations under this Agreement; or (c) Labwire’s
      violation of applicable laws.

            


    

    
      	
              b.  

            	
              Except
      for liabilities for which Labwire owes K-9 an indemnification obligation
      as stated in 10(a), K-9 will indemnify and hold Labwire harmless from and
      against any and all third party claims and liabilities resulting
      therefrom, together with reasonable attorney’s fees and costs incurred in
      connection therewith, resulting from (1) any provision of Security
      Services to any Referral Customer (2) breach by K-9 of its obligations
      under this Agreement; or (3) K-9’s violation of applicable
      laws.

            


    

    
      	
              c.  

            	
              A
      party's duty to indemnify the other under this Agreement is conditional
      on: (a) the party seeking indemnification providing the indemnifying party
      with prompt notice of any claim, demand, action, liability, suit or damage
      for which indemnification is sought; and (b) the party seeking
      indemnification affording the indemnifying party with the opportunity to
      handle the defense of the matter for which indemnification is
      sought.

            


    

    


    
      	
              11.  

            	
              LIMITATION
      OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY
      INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR
      ANY LOST PROFITS OF ANY KIND, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
      POSSIBILITY OF SUCH DAMAGES OR
LOSS.

            


    

     

     

    
 

    
      	
              12.  

            	
              Termination.

            


    

    
      	
              a.  

            	
              Either
      party will have the right to terminate this Agreement at any time upon
      ninety (90) days advance written notice.  Either party will have
      the right to terminate this Agreement for Good Cause upon ten (10) days
      advance written notice, unless the other party cures the material breach
      stated for termination in such notice within ten (10) days of its receipt
      of such notice. "Good cause" will include, but not necessarily be limited
      to: (i) material breach of this Agreement by the other party; or (ii) the
      termination or suspension of business by the other party; or (iii)
      insolvency of the other party; or (iv) the other party becoming subject to
      bankruptcy or insolvency proceedings or to direct control by a trustee,
      receiver or similar authority. Good cause will also include modification
      by K-9 of its distribution methods or discontinuance of the sale of the
      Security Services, in which event this Agreement will be terminated upon
      ninety (90) days written notice by K-9 to
  Labwire.

            


    

    
      	
              b.  

            	
              Termination
      of this Agreement will not constitute a waiver of any rights or remedies
      at law or in equity.

            


    

    
      	
              c.  

            	
              Upon
      termination of this Agreement, all pre-existing Referral Customer Service
      Agreements will remain in effect with K-9 per their terms.  All
      obligations to pay Referral Fees that were incurred prior to any
      termination of this Agreement shall survive termination of the
      Agreement.

            


    

    
      	
              d.  

            	
              Termination
      of this agreement becomes effective upon discontinued integration and
      services accessed through integration notwithstanding the written notice
      provisions in 6.1 above.  Referral Fees that were incurred
      during the integration shall survive termination of the Agreement and the
      discontinuation of the integration.

            


    

    
      	
              e.  

            	
              The
      obligation to pay commissions to Labwire or K-9 shall survive the
      expiration or earlier termination of this
  Agreement.

            


    

    


    
      	
              13.  

            	
              Confidential Information.
      Proprietary or confidential information disclosed by the parties,
      including but not limited to the existence and the terms of this
      Agreement, technological information about their respective Web sites,
      business plans, financial information, customer information, and pricing
      and sales information (“Confidential Information”) shall not be disclosed
      to any third party, other than to employees, agents, and consultants who
      need to know such Confidential Information and who shall be advised they
      are subject to these restrictions regarding Confidential Information.
      Recipient shall be responsible for any wrongful disclosure of Confidential
      Information made by any third party to whom Recipient revealed the
      Confidential Information. The foregoing obligations shall not apply with
      respect to any Confidential Information that: (a) is or becomes publicly
      known through no wrongful act or omission of Recipient; (b) was rightfully
      known by Recipient before receipt from the disclosing party; (c) becomes
      rightfully known to Recipient without confidential or proprietary
      restriction from a source which does not owe a duty of confidentiality; or
      (d) is independently developed by Recipient without the use of, or
      reference to, the Confidential Information.  Recipient may
      disclose Confidential Information to the extent disclosure is required by
      law or court order; provided, however, that to the extent possible, prior
      to any such compelled disclosure, Recipient shall give the disclosing
      party reasonable advance notice of any such disclosure so the disclosing
      party has an opportunity to lawfully prevent or limit the scope of such
      disclosure. This Section shall survive the termination of this
      Agreement.

            


    

    


    
      	
              14.  

            	
              Relationship of the Parties.
      The relationship established by this Agreement is that of
      independent contractors. No partnership, employment, franchise, reseller,
      joint-venture or such other relationship is established by this
      Agreement.  Neither party has the authority to incur obligations
      on behalf of the other; and, no community of interest is established among
      the parties by this Agreement. Although the parties hereto will
      collaborate to introduce new Customers to each other, each party will
      conduct its respective business at its own initiative, responsibility and
      expense.

            


    

    


    
      	
              15.  

            	
              General.

            


    

    
      	
              a.  

            	
              Agreement Modification.
      Except as expressly allowed herein, the terms of this Agreement may only
      be modified or waived by written agreement of both parties. Any waiver of
      any of the terms provided for herein is only for the particular matters
      specified and will not constitute a waiver of any of the other terms of
      this Agreement, nor will waiver of a provision in one instance prevent
      enforcement of that provision on any other occasion. K-9 may, at any time
      and at its sole discretion, and with at least 30 days prior written notice
      to Labwire, discontinue any of the Security Services, change the terms and
      conditions of its product and service agreements, and change service and
      product literature and any other service and product sales aids. K-9 will
      notify Labwire of any such changes. Such changes will not affect current
      Customer agreements except to the extent permitted in such
      agreements.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              b.  

            	
              Force Majeure. Neither
      party will be liable in the event that its performance of this Agreement
      is prevented, or rendered so difficult or expensive as to be commercially
      impracticable, by reason of an Act of God, labor dispute, unavailability
      of transportation, goods or services, governmental restrictions or
      actions, war (declared or undeclared), or other hostilities, or by any
      other event, condition or cause which is not foreseeable on the date of
      this Agreement and is beyond the reasonable control of the party. It is
      expressly agreed that any failure of the United States Government to issue
      a required license for the export of any K-9 Product ordered by Labwire
      hereunder will constitute an event of force majeure. In the event of
      non-performance or delay in performance attributable to any such causes,
      the period allowed for performance of the applicable obligation hereunder
      will be extended for a period equal to the period of the delay. However,
      the party so delayed will use its best efforts, without obligation to
      expend substantial amounts not otherwise required under this Agreement, to
      remove or overcome the cause of delay. In the event that the performance
      of a party is delayed for more than six (6) months, the other party will
      have the right, which will be exercisable for so long as the cause of such
      delay will continue to exist, to terminate this Agreement without
      liability for such termination.

            


    

    
      	
              c.  

            	
              Assignment. Neither
      party may assign this Agreement nor subcontract or delegate its
      responsibilities without the express written consent of the other whose
      consent shall not be unreasonably withheld. Any such assignment or
      subcontract will be void and will constitute a material breach and default
      under this Agreement.

            


    

    
      	
              d.  

            	
              Notice. Except as
      otherwise specified herein, any notice to be given under the terms of this
      Agreement will be in writing and will be either hand delivered or sent by
      overnight courier or United States mail, postage and delivery prepaid, to
      the parties at the addresses specified in this Agreement, or such other
      location as the other parties may provide each other from time to time by
      written notice. Notice will be deemed effective upon
    delivery.

            


    

    
      	
              e.  

            	
              Governing Law. This
      Agreement will in all respects be governed by, and enforced and
      interpreted in accordance with, the laws of the State of Oklahoma, except
      with respect to its rules relating to conflicts of
  laws.

            


    

    
      	
              f.  

            	
              Severability. In the
      event that one or more of the provisions contained in this Agreement will
      for any reason be held to be invalid, illegal or unenforceable in any
      respect, this Agreement will be enforced to the maximum extent
      possible.

            


    

    
      	
              g.  

            	
              Third Party
      Beneficiaries.  There are no third party beneficiaries to
      the Agreement.

            


    

    
      	
              h.  

            	
              Use of the Parties’ Names,
      Trademarks.  Each party acknowledges and agrees that it
      neither acquires nor can it convey any right, title or interest in and to
      the other party’s trademarks, services marks, trade names, logos,
      copyrights, intellectual property rights or any other asset used to
      identify and distinguish the other party’s goods, services or business, as
      they exist today and as they may be amended or expanded in the future, all
      of which shall be collectively referred to herein as the
      “Marks”  Each party must review and approve in writing, prior to
      use or publication, any and all use of its Marks on the Internet and all
      activities or communications that reference or use the Marks. Each party
      hereby grants the other a non-exclusive, non-transferable, limited license
      to reproduce, display and use its Marks solely to provide the Services.
      Upon termination of this Agreement, each party shall immediately
      discontinue the use of the other’s
Marks.

            


    

    
      	
              i.  

            	
              Merger/Amendment. This
      Agreement constitutes the entire agreement between the parties with
      respect to the subject matter hereof. There are no understandings or
      agreements, express or implied, not specified herein, and the foregoing
      terms and conditions will prevail, notwithstanding any variance with the
      terms and conditions of any documentation, order or other written
      materials submitted by Labwire with respect to this matter. This Agreement
      will not be deemed or construed to be modified, amended, rescinded,
      canceled or waived in whole or in part, except by written amendment by the
      parties hereto.

            


    

    


    Each
Party represents that the Agreement has been executed on such Party’s behalf on
the date written below by a representative authorized to bind that Party with
respect to the undertakings and obligations contained in the
Agreement.

     

     

    
      
        	
                American
      K-9 Bomb Search, Inc.

              	
                Labwire,
      Inc.

              
	 
      	 
      
	
                By:
      (S) Eric
      Linden               date:
      2/1/005

              	
                By:
      (S) Charles
      Munson             date:
      2/1/2005

              
	
                (Authorized
      Signature)

              	
                (Authorized
      Signature)

              
	 
      	 
      
	
                Print
      Name/Title: Eric Linden  COO

              	
                Print
      Name/Title: Charles Munson V.P. Operations

              
	 
      	 
      
	 
      	 
      
	
                Address:826
      Oak Valley

              	
                Address:
      14133 Memorial Drive Suite 1

              
	
                Houston,
      TX 77024

              	
                Houston,
      TX  77079

              
	 
      	 
      
	
                Phone:
      713-868-4242

              	
                Phone:
      281-597-1611

              


      

    

     

    
 

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    EXHIBIT
A

    


    CUSTOMER
REFERRAL FORM

    UNDER
THE ALLIANCE AGREEMENT BETWEEN K-9 COMMERCIAL SERVICES, INC. AND Labwire,
Inc.

    


    


    Below is
a customer referral as defined in the Alliance Agreement. Labwire is proposing
this referral to K-9, or vice versa, for eligibility under the Agreement for
payment of Commission.  Labwire will provide the information below to
K-9, or vice versa, in order to accept or reject the proposed Referral
Customer.

    


    During
the term of this Alliance Agreement either party may propose Referral Customers
to each other. The referring party will utilize the attached Customer Referral
Form to propose a referral lead to the other party. Either party may accept or
reject a referral lead at its sole discretion.  Within the Customer
Referral Form referring party will identify the customer’s name, location and
contact information, the details of the opportunity, the customer contact
information and the date the referral was sent to party accepting referral
(“Referral Date”). Both parties shall use reasonable efforts to notify the other
party in writing (generally within ten (10) business days from date of receipt
of the Customer Referral Form) whether it accepts or rejects the customer lead.
Unless otherwise agreed in writing by both parties, the accepted lead shall
expire 180 days following the Referral Date and acceptance by either party
unless either party and the specific Referral Customer reflected on the lead has
completed and fully executed a Service Agreement for products and services in
accordance with the provisions of the Alliance Agreement.

    


    K-9 / Labwire Alliance
Customer Referral Form

    


    
      	
              [Referral
      Account ]

            	
              [Labwire
      Contact / Referred by]

            
	
              Referral
      Date:

            	 
      


    

    


    
      	
              Referral
      Account Info.

            	
              Name

            	 
      
	 
      	
              Contact

            	 
      
	 
      	
              Address

            	 
      
	 
      	
              Phone

            	 
      
	 
      	
              Fax

            	 
      
	 
      	
              Email

            	 
      


    

     

    
      Opportunity Description (Size,
Industry, Competition, Timing
etc)                                                 Description                       

      


      Current
Labwire
Account                       Yes
[    ]   No
[    ]

      Does the
account use a Background Check Co.?  Yes
[    ]   No
[    ]

      Currently
in a Bidding
Process?               Yes
[    ]   No
[    ]

    

    
      K-9
Referral Acceptance

      VP
Sales                                    Approved  [    ]   Rejected  [    ]                          Signature/Date:

                          President
/ VP Marketing           
   Approved  [    ]   Rejected  [    ]            Signature/Date:

                                                                                                                 

      FAX to
K-9

      Attention: