Bylaws - PurchasePro.com Inc.


                                  B Y L A W S
                                      OF

                             PURCHASEPRO.COM, INC.
                       (Effective as of April 19, 1999)

 
                                  B Y L A W S

                                      OF

                             PURCHASEPRO.COM, INC.
                       (Effective as of April 19, 1999)
                                        
                                   ARTICLE I
                                   ---------

                               Principal Office
                               ----------------

     Section 1. Principal Office. The Board of Directors shall fix the location 
                ---------------- 
of the principal executive office of the Corporation at any place within or
outside the State of Nevada. If the principal executive office is located
outside Nevada and the Corporation has one or more business offices in Nevada,
then the Board of Directors shall fix and designate a principal business office
in Nevada. The registered office of the Corporation required by the Nevada 
Revised Statutes ('Nevada General Corporation Law') to be maintained in Nevada
may be, but need not be, identical with the principal office, and the address of
the registered office may be changed from time to time by the Board of
Directors.

     Section 2. Other Offices. The Board of Directors may at any time establish
                -------------
branch or subordinate offices at any place or places.

                                  ARTICLE II
                                  ----------

                                 Stockholders
                                 ------------

     Section 1. Place of Meetings. All meetings of the stockholders shall be 
                ----------------- 
held at any place within or without the State of Nevada which may be designated
by the Board of Directors. In the absence of any such designation, stockholders'
meetings shall be held at the principal executive office of the Corporation.

     Section 2. Annual Meetings. An annual meeting of stockholders shall be held
                --------------- 
each year on a date and at a time designated by the Board of Directors. At that
meeting, directors shall be elected. Any other proper business may be transacted
at the annual meeting of stockholders.

     Section 3. Special Meetings. Special meetings of the stockholders may be 
                ---------------- 
called by the Board of Directors, the chairman of the board, the chief executive
officer and president, or by the holders of shares entitled to cast not less
than ten percent (10%) of the votes at the meeting. Notice of any special
meeting shall specify the purpose or purposes of the meeting. Upon receipt of a
written request addressed to the chairman, chief executive officer and
president, vice president or secretary, mailed or delivered personally to such
officer by any person (other than the board) entitled to call a special meeting
of stockholders, such officer

                                      -1-

 
shall cause notice to be given to the stockholders entitled to vote, that a
meeting will be held at a time requested by the person or persons calling the
meeting, not less than thirty-five (35) nor more than sixty (60) days after the
receipt of such request.

     Section 4. Procedure of Annual Meeting; Notice of Meetings. To be properly
                -----------------------------------------------
brought before the annual meeting, business must be either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder of record. In addition to any other
applicable requirements, for business to be properly brought before the annual
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation, addressed to the attention of the Secretary of the
Corporation, within 120 calendar days before the date of the Corporation's proxy
statement released to stockholders in connection with the previous year's annual
meeting. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting,
(ii) the name and record address of the stockholder proposing such business,
(iii) the class and number of shares of the Corporation which are beneficially
owned by the stockholder, and (iv) any material interest of the stockholder in
such business. Notwithstanding anything in these bylaws to the contrary, no
business shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 4; provided, however, that nothing in this
Section 4 shall be deemed to preclude discussion by any stockholder of any
business properly brought before the annual meeting.

     Written notice of each meeting of the stockholders, annual or special,
shall be given to each stockholder entitled to vote thereat not less than ten
(10) days nor more than sixty (60) days before the date of the meeting. Such
notices shall be given personally or by first-class mail or other means of
written communication permitted by the Nevada General Corporation Law, charges
prepaid, addressed to each stockholder at the address appearing on the books of
the Corporation, or given by the stockholder to the Corporation for the purpose
of notice. If no address of a stockholder appears on the books of the
Corporation or is given by the stockholder to the Corporation, notice is duly
given to him or her if sent by mail or other means of written communication
addressed to the place where the principal executive office of the Corporation
is located or if published at least once in a newspaper of general circulation
in the county in which said principal executive office is located. Any such
notice shall be deemed to have been given at the time when delivered personally
or deposited in the United States mail or sent by other means of written
communication.

     Such notices shall state (i) the place, date and hour of the meeting, (ii)
those matters which the board, at the time of the mailing of the notice, intends
to present for action by the stockholders, (iii) if directors are to be elected,
the names of nominees intended at the time of the notice to be presented by
management for election, and (iv) such other matters, if any, as may be
expressly required by the Nevada General Corporation Law. In addition, in the
case of

                                      -2-

 
a special meeting, the general nature of the business to be transacted shall be
set forth in the notice, and no other business may be transacted.

     A stockholder may waive notice of a meeting before or after the time and
date of the meeting by a writing signed by such stockholder. Such waiver shall
be delivered to the Corporation for filing with the corporate records, but this
delivery and filing shall not be conditions to the effectiveness of the waiver.
Further, by attending a meeting either in person or by proxy, a stockholder
waives objection to lack of notice or defective notice of the meeting unless the
stockholder objects at the beginning of the meeting to the holding of the
meeting or the transaction of business at the meeting because of lack of notice
or defective notice. By attending the meeting, the stockholder also waives any
objection to consideration at the meeting of a particular matter not within the
purpose or purposes described in the meeting notice unless the stockholder
objects to considering the matter when it is presented.

     Section 5. Quorum. The presence in person or by proxy of the holders of a
                ------
majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business. Except as provided in this section, the
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present shall be the act of the stockholders,
unless the vote of a greater number or voting by classes is required by law or
the articles of incorporation. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum. In the absence
of a quorum, any meeting of stockholders may be adjourned from time to time by
the vote of a majority of the shares represented either in person or by proxy,
but no other business may be transacted except as provided in the preceding
sentence.

     Section 6. Action Without Meeting by Written Consent. All actions required
                -----------------------------------------
to be taken at any annual or special meeting may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings or stockholders are recorded.

                                  ARTICLE III
                                  -----------

                              Board of Directors
                              ------------------

     Section 1. Powers. Subject to the provisions of the Nevada General
                ------
Corporation Law and any limitations in the articles of incorporation and these
bylaws as to action to be authorized or approved by the stockholders, the
business and affairs of the Corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board of Directors.

                                      -3-

 
     Section 2. Number, Classes and Qualifications. The authorized number of
                ---------------------------------- 
directors shall not be less than five (5) nor more than nine (9). The exact
authorized number of directors shall be fixed from time to time, within the
limits specified in this Section 2 or in the articles of incorporation, by the
Board of Directors, or by a bylaw or amendment thereof duly adopted by the vote
of 66-2/3% of the shares represented and voting at a duly held meeting of the
stockholders at which a quorum is present (which shares voting affirmatively
also constitute at least 66-2/3% of the required quorum).

     A director shall be a natural person who is 18 years of age or older. A
director need not be a resident of Nevada or a stockholder of the Corporation.

     Section 3. Nomination. Only persons who are nominated in accordance with
                ----------
the following procedures shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors at the annual
meeting, by or at the direction of the Board of Directors, may be made by the
nominating committee of the Board of Directors or any person appointed by the
Board of Directors; nominations may also be made by any stockholder of record of
the Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 3. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation
addressed to the attention of the Secretary of the Corporation not less than 120
calendar days before the date of the Corporation's proxy statement released to
stockholders in connection with the previous year's annual meeting. Such
stockholder's notice to the Secretary shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or reelection as a director,
(i) the name, age, business address and residence address of the person, (ii)
the principal occupation or employment of the person, (iii) the class and number
of shares of capital stock of the Corporation which are beneficially owned by
the person, (iv) a statement as to the person's citizenship, and (v) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to section 14 of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the notice, (i) the
name and record address of the stockholder and (ii) the class, series and number
of shares of capital stock of the Corporation which are beneficially owned by
the stockholder. The Corporation may require any proposed nominee to furnish
such other information as may reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as director of the
Corporation. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth herein.

     Section 4. Removal. Directors shall be removed in the manner provided by
                -------
the Nevada General Corporation Law. Any director may be removed by the
stockholders of the Corporation only for cause at a meeting called for that
purpose. The notice of the meeting shall state that the purpose or one of the
purposes of the meeting is removal of the director. A director may be removed
only if the number of votes cast in favor of removal exceeds the number of votes
cast against removal.

                                      -4-

 
     Section 5. Vacancies. Vacancies in the Board of Directors, including a
                ---------
vacancy created by the removal of a director, may be filled by a majority of the
directors then in office, whether or not less than a quorum, or by a sole
remaining director.

                                  ARTICLE IV
                                  ----------

                             Meetings of Directors
                             ---------------------

     Section 1. Regular Meetings. Regular meetings of the Board of Directors
                ----------------  
shall be held at any place within or without the State of Nevada that has been
designated from time to time by the Board of Directors. In the absence of such
designation, regular meetings shall be held at the principal executive office of
the Corporation; provided, however, that immediately following each annual
meeting of the stockholders there shall be a regular meeting of the Board of
Directors of the Corporation at the place of said annual meeting or at such
other place as shall have been designated by the Board of Directors for the
purpose of organization, election of officers and the transaction of other
business. Other regular meetings of the Board of Directors shall be held without
call on such date and time as may be fixed by the Board of Directors; provided,
however, that should any such day fall on a legal holiday, then said meeting
shall be held at the same time on the next business day thereafter ensuing which
is not a legal holiday. Notice of regular meetings of the directors is hereby
dispensed with and no notice whatever of any such meeting need be given,
provided that notice of any change in the time or place of regular meetings
shall be given to all of the directors in the same manner as notice for special
meetings of the Board of Directors.

     Section 2. Special Meetings. Special meetings of the Board of Directors may
                ----------------
be held at any place within or without the State of Nevada which has been
designated in the notice of the meeting, or, if not designated in the notice or
if there is no notice, at the principal executive office of the Corporation.
Special meetings of the Board of Directors for any purpose or purposes may be
called at any time by the chairman of the board or chief executive officer and
president or any two directors. Notice of the time and place of special meetings
shall be delivered personally or by telephone to each director, or sent by 
first-class mail or telegram or facsimile transmission, charges prepaid,
addressed to him or her at his or her address as it appears upon the records of
the Corporation or, if it is not so shown on the records and is not readily
ascertainable, at the place at which the meetings of the directors are regularly
held. Such notice shall be sent at least four (4) days prior to the meeting if
sent by mail and at least forty-eight (48) hours prior to the meeting if
delivered personally or by telephone or telegraph. The notice need not specify
the place of the meeting if the meeting is to be held at the principal executive
office of the Corporation, and need not specify the purpose of the meeting.

     Section 3. Quorum. Presence of a majority of the authorized number of
                ------
directors at a meeting of the Board of Directors constitutes a quorum for the
transaction of business, except as hereinafter provided. Members of the board
may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another.

                                      -5-

 
     Section 4. Waiver. Notice of a meeting need not be given to any director 
                ------
who signs a waiver of notice or consent to holding the meeting or an approval of
the minutes thereof, whether before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such director. All such waivers, consents and approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.

     Section 5. Action by Written Consent. Any action required or permitted to 
                -------------------------
be taken by the Board of Directors may be taken without a meeting if all members
of the board shall individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the board. Such action by written consent shall have the same
force and effect as a unanimous vote of such directors.

     Section 6. Committees of the Board. The provisions of this Article IV 
                -----------------------    
shall also apply, with necessary changes in points of detail, to committees of
the Board of Directors, if any, and to actions by such committees (except for
the first sentence of Section 2 of Article IV, which shall not apply, and except
that special meetings of a committee may also be called at any time by any two
members of the committee), unless otherwise provided by these bylaws or by the
resolution of the Board of Directors designating such committees. For such
purpose, references to 'the board' or 'the Board of Directors' shall be deemed
to refer to each such committee and references to 'directors' or 'members of the
board' shall be deemed to refer to members of the committee. Committees of the
Board of Directors may be designated, and shall be subject to the limitations on
their authority, as provided in section 78.125 of the Nevada General Corporation
Law. The appointment of members or alternate members of a committee requires the
vote of a majority of the authorized number of directors.

                                   ARTICLE V
                                   ---------

                                   Officers
                                   --------

     Section 1. Officers. The officers of the Corporation shall be a chairman 
                --------
of the board or a chief executive officer and president or both, chief financial
officer and secretary. The Corporation may also have, at the discretion of the
Board of Directors, one or more vice presidents, one or more assistant
secretaries and such other officers as may be designated from time to time by
the Board of Directors. Any number of offices may be held by the same person.
The officers shall be elected by the Board of Directors and shall hold office at
the pleasure of such board.

     Section 2. Chairman of the Board. The chairman of the board, if there be 
                ---------------------
such officer, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him or her by the Board of Directors or prescribed by
the bylaws. If there is not a president, the chairman of the board shall, in
addition, be the general manager and chief executive officer of the Corporation
and shall have the powers and duties prescribed in Section 3 of this Article V.

                                      -6-

 
     Section 3. Chief Executive Officer. Subject to such supervisory powers, if 
                -----------------------
any, as may be given by the Board of Directors to the chairman of the board, if
there be such an officer, the chief executive officer and president of the
Corporation shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
Corporation. The chief executive officer shall have the general powers and
duties of management usually vested in the chief executive officer of a
Corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or bylaws.

     Section 4. President. The Board of Directors must designate a president.   
                ---------  
The president shall have the responsibilities and duties as set forth by the
Board of Directors or the chief executive officer.

     Section 5. Chief Operating Officer. The Board of Directors may designate a
                -----------------------  
chief operating officer. The chief operating officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive officer.

     Section 6. Vice Presidents. In the absence or disability of the president, 
                --------------- 
the vice presidents in order of their rank as fixed by the Board of Directors
or, if not ranked, the vice president designated by the Board of Directors,
shall perform all of the duties of the chief executive officer and president and
when so acting shall have all the powers of and be subject to all the
restrictions upon the chief executive officer and president. The vice presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them, respectively, by the Board of Directors or the
bylaws.

     Section 7. Secretary. The secretary shall keep or cause to be kept at the 
                ---------
principal executive office of the Corporation or such other place as the Board
of Directors may order, a book of minutes of all proceedings of the
stockholders, the Board of Directors and committees of the board, with the time
and place of holding, whether regular or special, and if special how authorized,
the notice thereof given, the names of those present at directors' and committee
meetings, and the number of shares present or represented at stockholders'
meetings. The secretary shall keep or cause to be kept at the principal
executive office or at the office of the Corporation's transfer agent a record
of stockholders or a duplicate record of stockholders showing the names of the
stockholders and their addresses, the number of shares and classes of shares
held by each, the number and date of certificates issued for the same and the
number and date of cancellation of every certificate surrendered for
cancellation. The secretary or an assistant secretary or, if they are absent or
unable or refuse to act, any other officer of the Corporation, shall give or
cause to be given notice of all the meetings of the stockholders, the Board of
Directors and committees of the board required by the bylaws or by law to be
given, and he or she shall keep the seal of the Corporation, if any, in safe
custody and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or by the bylaws.

                                      -7-

 
     Section 8.  Assistant Secretaries. It shall be the duty of the assistant 
                 ---------------------
secretaries to assist the secretary in the performance of his or her duties and
generally to perform such other duties as may be delegated to them by the Board
of Directors.

     Section 9.  Chief Financial Officer and Treasurer. The chief financial 
                 -------------------------------------
officer and treasurer shall keep and maintain, or cause to be kept and
maintained, in accordance with generally accepted accounting principles adequate
and correct books and records of account of the Corporation. He or she shall
receive and deposit all moneys and other valuables belonging to the Corporation
in the name and to the credit of the Corporation and shall disburse the same
only in such manner as the Board of Directors or the appropriate officers of the
Corporation may from time to time determine, shall render to the chief executive
officer and president and the Board of Directors, whenever they request it, an
account of all of his or her transactions as chief financial officer and of the
financial condition of the Corporation, and shall perform such further duties as
the Board of Directors may require.

     Section 10. Assistant Treasurers. It shall be the duty of the assistant 
                 --------------------
treasurers to assist the chief financial officer in the performance of his or
her duties and generally to perform such other duties as may be delegated to
them by the Board of Directors.

     Section 11. Loans or Guarantees of Obligations of Directors and Officers.
                 ------------------------------------------------------------
The Corporation may make any loan of money or property to, or guarantee the
obligation of, any director or officer of the Corporation or of its parent if
such loan or guaranty is approved by the board alone by a vote sufficient
without counting the vote of any interested director or directors if the board
determines that such loan or guaranty may reasonably be expected to benefit the
Corporation.

                                  ARTICLE VI
                                  ----------

                                  Amendments
                                  ----------

     Section 1.  By Stockholders. New bylaws may be adopted or these bylaws may 
                 ---------------     
be amended or repealed by the affirmative vote or written consent of 66-2/3% of
the outstanding shares entitled to vote, except as otherwise provided by law or
by the articles of incorporation or these bylaws.

     Section 2.  By Directors. Subject to the right of stockholders as provided 
                 ------------
in Section 1 of this Article to adopt, amend or repeal bylaws, and except as
otherwise provided by law or by the articles of incorporation, bylaws, other
than a bylaw or amendment thereof changing the authorized maximum or minimum
number of directors, may be adopted, amended or repealed by the Board of
Directors.

                                      -8-

 
                                  ARTICLE VII
                                  -----------

                           Annual and Other Reports
                           ------------------------

     The Board of Directors of the Corporation shall cause an annual report to
be sent to the stockholders not later than one hundred twenty (120) days after
the close of the fiscal year of the Corporation. Such report shall contain a
balance sheet as of the end of that completed fiscal year and an income
statement and statement of changes in cash flows for that fiscal year,
accompanied by any report thereon of independent accountants or, if there is no
such report, the certificate of an authorized officer of the Corporation that
the statements were prepared without audit from the books and records of the
Corporation. Such report shall be sent at least fifteen (15) days prior to the
annual meeting of stockholders to be held during the next fiscal year. The
annual report shall also contain any information required by the Nevada General
Corporation Law.

                                 ARTICLE VIII
                                 ------------

                                Indemnification
                                ---------------

     Section 1. Right of Indemnification. The Corporation shall have power to 
                ------------------------
indemnify each of its agents to the fullest extent permissible by the Nevada
General Corporation Law. Without limiting the generality of the foregoing
sentence, the Corporation:

     (a)  is authorized to provide indemnification of agents in excess of that
otherwise permitted by sections 78.7502 and 78.751 of the Nevada General
Corporation Law for those agents of the Corporation for breach of duty to the
Corporation and its stockholders; provided, however, that the Corporation is not
authorized to provide indemnification of any agent for any acts or omissions or
transactions from which a director may not be relieved of liability as set forth
in section 78.037(1) of the Nevada General Corporation Law; and

     (b)  shall have power to purchase and maintain insurance on behalf of any
agent of the Corporation against any liability asserted against or incurred by
the agent in such capacity or arising out of the agent's status as such, whether
or not the Corporation would have the power to indemnify the agent against such
liability under the provisions of section 78.037(1) of the Nevada General
Corporation Law, and shall have power to advance the expenses reasonably
expected to be incurred by such agent in defending any such proceeding upon
receipt of the undertaking.

     Section 2. Definition of Agent. The term 'agent' used in this Article 
                -------------------
shall have the same meaning as such term in the Nevada General Corporation Law.

                                      -9-

 
                                  ARTICLE IX
                                  ----------

                      Certificates and Transfer of Shares
                      -----------------------------------

     Section 1. Certificates for Shares. Certificates for shares shall be of 
                -----------------------
such form and device as the Board of Directors may designate and shall state the
name of the record holder of the shares represented thereby; its number; date of
issuance; the number of shares for which it is issued; a statement of the
rights, privileges, preferences and restrictions, if any; a statement as to the
redemption or conversion, if any; a statement of liens or restrictions upon
transfer or voting, if any; if the shares be assessable or, if assessments are
collectible by personal action, a plain statement of such facts. Every
certificate for shares must be signed by the chief executive officer and
president or a vice president and the secretary or an assistant secretary or
must be authenticated by facsimiles of the signatures of the chief executive
officer and president and secretary or by a facsimile of the signature of its
chief executive officer and president and the written signature of its secretary
or an assistant secretary.

     Section 2. Transfer on the Books. Upon surrender to the secretary or 
                ---------------------
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     Section 3. Lost or Destroyed Certificates. Any person claiming a 
                ------------------------------
certificate of stock to be lost or destroyed shall make an affidavit or
affirmation of that fact and shall if the directors so require give the
Corporation a bond of indemnity, in form and with one or more sureties
satisfactory to the board, in at least double the value of the stock represented
by said certificate, whereupon a new certificate may be issued in the same tenor
and for the same number of shares as the one alleged to be lost or destroyed.

     Section 4. Transfer Agents and Registrars. The Board of Directors may 
                ------------------------------
appoint one or more transfer agents or transfer clerks, and one or more
registrars, which shall be an incorporated bank or trust company (either
domestic or foreign), who shall be appointed at such times and places as the
requirements of the Corporation may necessitate and the Board of Directors may
designate.

     Section 5. Closing Stock Transfer Books - Record Date. In order that the 
                ------------------------------------------
Corporation may determine the stockholders entitled to notice of any meeting or
to vote or entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect of any
other lawful action, the board may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days prior to the date of
such meeting nor more than sixty (60) days prior to any other action.

     Section 6. Legend Condition. In the event any shares of this Corporation 
                ----------------
are issued pursuant to a permit or exemption therefrom requiring the imposition
of a legend condition the person or persons issuing or transferring said shares
shall make sure said legend appears on the certificate and on the stub relating
thereto in the stock record book and shall not be required to

                                      -10-

 
transfer any shares free of such legend unless an amendment to such permit or a
new permit be first issued so authorizing such a deletion.

                                   ARTICLE X
                                   ---------

                  Corporate Records and Reports -- Inspection
                  -------------------------------------------

     Section 1. Records. The Corporation shall maintain, in accordance with 
                -------
generally accepted accounting principles, adequate and correct accounts, books
and records of its business and properties. All of such books, records and
accounts shall be kept at its principal executive office in the State of Nevada,
as fixed by the Board of Directors from time to time.

     Section 2. Inspection of Books and Records. All books and records provided 
                -------------------------------
for in Sections 78.105 and 78.257 of the Nevada General Corporation Law shall be
open to inspection of the directors and stockholders from time to time and in
the manner provided in Sections 78.105 and 78.257.

     Section 3. Certification and Inspection of Bylaws. The original or a copy 
                --------------------------------------
of these bylaws, as amended or otherwise altered to date, certified by the
secretary, shall be kept at the Corporation's principal executive office and
shall be open to inspection by the stockholders of the Corporation, at all
reasonable times during office hours, as provided in Section 78.105 of the
Nevada General Corporation Law.

     Section 4. Checks, Drafts, Etc. All checks, drafts or other orders for 
                -------------------
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

     Section 5. Contracts, Etc. -- How Executed. The Board of Directors, except 
                -------------------------------
as in the bylaws otherwise provided, may authorize any officer or officers,
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the Corporation. Such authority may be general or
confined to specific instances.

     I, THE UNDERSIGNED, being the secretary of PurchasePro.com, Inc., DO HEREBY
CERTIFY the foregoing to be the bylaws of said Corporation, as adopted by the
Board of Directors on April 19, 1999.

 

                                 /s/ Christopher P. Carton
                              --------------------------------------------------
                                             Christopher P. Carton

                                     -11-