CUSTOMER REFERRAL AGREEMENT

STANDARD TERMS AND CONDITIONS

These Standard Terms and Conditions shall govern the rights and obligations of BOMGAR CORPORATION (BOMGAR) and
the Referral Partner (the Referral Partner) as set forth on the Customer Referral Form. In consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. SCOPE OF AGREEMENT: Subject to the provisions of this
Referral Agreement (the Agreement), REFERRAL PARTNER
agrees to refer the prospect, as described on the Customer Referral
Form (the Prospect), to BOMGAR who, in REFERRAL
PARTNERS reasonable opinion, has a requirement for
BOMGARs software products and hardware (the BOMGAR
Products). BOMGAR, in its sole discretion, may accept or reject
the proposed Prospect. BOMGAR shall assume sole responsibility
for the provision of BOMGAR Products to any Prospect accepted
by BOMGAR. Each party acknowledges that this Agreement does
not create an exclusive relationship between the parties. BOMGAR
and REFERRAL PARTNER are independent contractors with
respect to one another under this Agreement. This Agreement shall
not be deemed to establish any agency, joint venture or partnership
relationship. Neither party shall have the authority to legally bind the
other to any contract, proposal or other commitment. Nothing in this
Agreement grants to REFERRAL PARTNER the right to use or
display the trade names or trademarks of BOMGAR. REFERRAL
PARTNER shall comply with all applicable laws and regulations in
the performance of this Agreement. BOMGAR will be responsible
for preparing and providing all price quotes to Prospects.
2. COMMISSIONS: If a transaction closes with a Prospect within
forty-five (45) days of BOMGARs written acceptance of the
potential customer as a Prospect, then BOMGAR will pay to
REFERRAL PARTNER a commission (the Commission) in an
amount equal to ten percent (10%) of the Net Revenue received from
the Prospect on said transaction. Net Revenue shall mean all amounts
actually received (and not subject to refund or other contingency), minus
shipping and handling, insurance, interest, finance charges, third-party
content royalties, and taxes (other than taxes based on BOMGARs
income). Commissions will be paid only on the Net Revenue for
software products and hardware and not on maintenance services.
Each Commission under this Section shall be due no later than the last
day of the calendar month following the calendar month in which
BOMGAR collects the amount on which such Commission is due.
3. TERM AND TERMINATION: The term of this Agreement
shall be for a period of ninety (90) days from the date of BOMGARs
written acceptance of the Prospect and may be extended by mutual
written agreement of the parties. BOMGAR may terminate this
Agreement immediately in the case of REFERRAL PARTNERS
breach of this Agreement. Each party understands that, after the date
of termination of this Agreement, each party shall have no right
whatsoever to continue any relationship with the other party and
that REFERRAL PARTNER shall not be entitled to any
compensation in connection with such termination.

QUENTIAL DAMAGES. THIS SECTION SHALL SURVIVE

TERMINATION OR EXPIRATION OF THIS AGREEMENT.
5. MISCELLANEOUS TERMS AND CONDITIONS: This
Agreement is personal in nature and REFERRAL PARTNER shall
not assign, transfer nor otherwise dispose of any rights or delegate any
obligations under this Agreement without the prior written consent of
BOMGAR. This Agreement shall inure to the benefit of and be
binding upon each party and their respective successors and permitted
assigns. This Agreement and the Customer Referral Form constitute
the full complete understanding and agreement of BOMGAR and
REFERRAL PARTNER and supersedes all prior negotiations,
understandings and agreements pertaining to the subject matter
hereof. Except as expressly stated in this Agreement, any waiver,
modification or amendment of any provision of this Agreement will
be effective only if in the form of a written amendment to this
Agreement and signed by BOMGAR and REFERRAL PARTNER.
Any and all notices given under the provisions of this Agreement must
be delivered personally, given by mail or courier, or sent by fax at the
address set forth on the Customer Referral Form. No delay or
omission or failure to exercise any right or remedy provided for herein
will be deemed to be a waiver thereof and any single or partial exercise
of any such right or remedy, power or privilege will not preclude any
later exercise thereof. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable under present or
future laws, then such provision will be fully severable and this
Agreement will be construed and enforced as if such invalid, illegal or
unenforceable provision were not a part hereof. This Agreement
shall be construed in accordance with the laws of the State of
Mississippi, applicable to contracts entered into and solely
performed therein, without regard to that body of law pertaining to
conflicts of law, with proper venue with respect to any dispute
hereunder being exclusively in the District Court of Mississippi
sitting in Madison County, State of Mississippi, and the United
States District Court sitting in Jackson, Mississippi. This Agreement
may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Agreement and all other documents to be
executed in connection herewith are hereby authorized to be
executed and accepted by facsimile signatures and such facsimile
signatures shall be considered valid and binding as original
signatures and may be relied upon by the parties hereto.
REFERRAL PARTNERS signature on the Customer Referral
Form indicates his/her/its acceptance of the terms and conditions
set forth herein. This Section shall survive termination or expiration
of this Agreement.

4. LIMITATION OF LIABILITY: NEITHER PARTY SHALL

BE LIABLE OR OBLIGATED WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT OR UNDER
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY
OTHER LEGAL OR EQUITABLE THEORY FOR ANY
INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEBOMGAR CORPORATION
Customer Referral Agreement 2.15.07