Agreement - Purchase Pro International Inc. and E-MarketPro LLC


                                   AGREEMENT
                                   ---------

     THIS AGREEMENT (the 'Agreement') is made and entered into effective as of
the ___ day of January, 1999, by and among PURCHASE PRO INTERNATIONAL, INC., a
Nevada corporation, whose address is 3291 North Buffalo Drive, Las Vegas, NV
89129 ('PPI'), and E-MARKETPRO, LLC, with its principal office and place of
business at________________________________________________ ('Contractor').

                                   RECITALS:

     WHEREAS, PPI is the developer and owner of an Internet purchasing network
operated by PPI under the name 'Purchase Pro' (the 'Network'); and

     WHEREAS, PPI and Contractor desire to enter into this Agreement relating to
Contractor's marketing of Network subscriptions;

     NOW, THEREFORE, in consideration of their mutual covenants and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby agree to and affirm the foregoing recitals
and further agree as follows:

1.    Marketing Rights; Revenue Sharing; Related Matters.
      -------------------------------------------------- 

a.      PPI hereby grants to Contractor the right from and after the date of
this Agreement and for the term set forth herein to sell subscriptions to the
Network to all persons or entities with their residence or principal place of
business located in the following designated area (herein the 'Territory'):  the
states of Kentucky and Ohio.  Provided, however, Contractor shall have the right
to market the Network to persons and entities outside of the Territory if such
persons or entities are doing business with a subscriber within the Territory
and the existence of such other persons or entities is made aware to Contractor
by such subscriber. PPI agrees that neither it nor any other person to whom it
may grant Network marketing rights shall establish an office in the Territory
for the purpose of marketing Network subscriptions. Contractor shall not
establish an office or have a place of business for the purpose of marketing the
Network anywhere outside of the Territory without PPI's prior written consent.
Contractor acknowledges that third parties to whom PPI may grant marketing
rights and PPI itself have the right to market Network subscriptions to persons
or entities located within the Territory on the same terms as Contractor has the
right to market to persons outside of the Territory as stated above in this
paragraph. Contractor shall have no rights of any kind with respect to the
Network or the marketing of the Network outside of the Territory except as
provided in this Agreement.

a.      For all Network subscriptions obtained by Contractor in accordance with
this Agreement from subscribers outside of the Territory but from an area for
which the Network marketing rights have been granted to a third party or where
PPI itself is marketing subscriptions (herein collectively the 'Ex-Territory
Subscriptions'), Contractor agrees that such Ex-Territory Subscriptions may, at
the request of PPI, be serviced by either PPI or the owner of the marketing
rights in such area by installing and providing normal customer support to such
subscribers, in which case revenue from such Ex-Territory Subscriptions shall be
credited ** each to Contractor and the person providing the installation and
         --                                                                 
customer service for as long as such customer support is provided by PPI or such
third person. Provided, however, if Contractor desires to service such Ex-
Territory Subscriptions and demonstrates its ability to do so in accordance with
PPI's customer service standards, Contractor shall retain the servicing of such

*   CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN
------------------------------------------------------------------------------
INFORMATION CONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL
----------------------------------------------------------------------------
PORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY
--------------------------------------------------------------------------------
WITH THE SECURITIES AND EXCHANGE COMMISSION.
--------------------------------------------

                                 Confidential                             Page 1

 
subscriptions. Provided, further, however, all amounts credited to Contractor
for Ex-Territory Subscriptions shall remain subject to the revenue split in
favor of PPI as provided hereinbelow. Likewise, Contractor agrees that upon
request by PPI, Contractor shall install the Network software and provide normal
customer support to subscribers located within the Territory but which
subscribers are obtained by PPI or a third party (the 'Support Only
Subscriptions'), in which case revenue from the Support Only Subscriptions shall
be credited ** to Contractor for as long as such customer support is provided by
            --                                                                  
Contractor. Provided, further, however, such amounts credited to Contractor
shall remain subject to the revenue split in favor of PPI as provided
hereinbelow. Contractor agrees that in the event of any dispute between
Contractor and any third party regarding Ex-Territory Subscriptions or Support
Only Subscriptions, PPI shall be the sole and final arbiter of any such dispute,
whose determination shall be binding on all parties.

a.      All Network subscriptions and other Network services shall be marketed
and sold by Contractor at a price approved in writing in advance by PPI and upon
such other terms as PPI may require in its sole discretion, which prices and
terms may not be same for all Network subscribers. PPI shall not reduce the
approved prices at which Contractor shall sell subscriptions or other Network
services without the Contractor's prior consent, not to be unreasonably
withheld. PPI shall provide Contractor with marketing materials, subscriber
contracts and other marketing materials as determined by PPI. Contractor's use
of the name 'Purchase Pro' shall be subject to the prior written approval of
PPI, not to be unreasonably withheld. PPI may from time to time promulgate
written rules and regulations applicable to Contractor and all other persons in
similar relationships to PPI relating to the manner of use of the Network, the
marketing of the subscriptions to the Network, its name and trademarks and
servicemarks, and its other intellectual property, which Contractor, shall
immediately upon receipt, adhere to in its operations hereunder. Provided,
however, such rules and regulations shall not unreasonably interfere with
Contractor's own marketing strategies.

a.      Contractor shall at all times employ competent and qualified personnel
as shall be necessary to fulfill the purposes and intent of this Agreement and
to allow Contractor to actively market the Network pursuant to this Agreement.
Contractor shall require all of its marketing and customer support personnel to
complete such training sessions as may be required by PPI. The training sessions
shall conducted at PPI's offices in Las Vegas, Nevada, at no cost to Contractor,
except that Contractor shall pay all travel expenses for its personnel to attend
the training sessions, and shall pay any compensation to its personnel for the
time spent in training. In lieu of training at PPI's offices, at Contractor's
request, PPI agrees to provide an instructor for training sessions to held at
Contractor's offices provided that Contractor pays all travel, food and lodging
expenses for the instructor. Contractor agrees to submit its personnel for
training updates within not more than sixty (60) days after Network software
updates or other enhancements in the Network as PPI may reasonably require.

a.      PPI shall administer the Network and provide Network access to the
subscribers obtained by Contractor, but Contractor shall pay all of its own
operating expenses, including without limitation, office, sales and other
personnel, and marketing expenses. Contractor and PPI shall communicate
regarding Contractor's suggestions for improvement and development of the
Network and the business of PPI, and Contractor shall be entitled to appoint one
member to PPI's software development advisory committee.

a.    PPI shall collect all revenue (including without limitation subscription
fees, web hosting fees, and any transaction fees) from subscriptions and other
Network services sold by Contractor. Within ten (10) days of the end of each
calendar month, PPI shall remit to Contractor

*   CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN
------------------------------------------------------------------------------
INFORMATION CONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL
----------------------------------------------------------------------------
PORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY
--------------------------------------------------------------------------------
WITH THE SECURITIES AND EXCHANGE COMMISSION.
--------------------------------------------

                            Confidential                                 Page 2 

 
the following percentage of the revenue collected by PPI from subscribers
obtained by Contractor (net of all taxes and costs of collection paid to third
parties, such as EFT draft fees), provided this Agreement is still then in
effect:

     Year 1 - **
              --
     Year 2 and all years thereafter - **
                                       --

     Provided, however, Contractor shall not be entitled to any net revenue
sharing or distributions for any period this Agreement is in effect during which
the amount of net revenue to be retained by PPI as its share of net revenue
based on the above formula does not equal or exceed the total subscription
revenue received by PPI during such period from subscribers on the Network as of
the date of this Agreement (the 'Existing Subscribers') which are now hereby
considered subscribers obtained by and to be serviced by Contractor hereunder.
In such case, PPI shall retain all net revenue from all subscribers obtained by
Contractor up to the amount of revenue for such period from Existing Subscribers
and Contractor shall be entitled to the balance of the net revenue received
during such period, if any. Provided, further, however, Contractor shall retain,
and PPI shall not be entitled to share in, any sums paid by subscribers to
Contractor to solely reimburse Contractor for costs incurred in establishing
private networks for groups of Network Subscribers, provided the amounts of such
payments and the nature thereof are disclosed in writing to PPI by Contractor
and provided that such payments are not based on usage of the Network or
represent payments for Network services of any kind.

a.             Provided, however, to the extent the revenue collected in the
first, second or third three month period represents payment in advance for
subsequent periods, the percentage payable by PPI to Contractor shall be at the
rate applicable to the period during which the subscription revenue shall be
earned. For example, Contractors share of the net revenue from a paid in full
one year subscription sold in the first three month period would be ** , which
                                                                    --        
is equal to the percentage of the revenue that would be due if the subscription
was paid monthly over the full year.

a.             The rights granted to Contractor hereunder are granted for a term
of one (1) year from the date hereof, but such rights and this Agreement shall
be automatically renewed for consecutive one (1) year terms, provided that in
each year the total net revenue from subscriptions and other Network services
obtained by Contractor in each twelve month period this agreement remains in
effect exceeds the following amounts:

          Year 1:    **
                     --
          Year 2:    **
                     --
          Year 3:    **
                     --
          Year 4:    **
                     --
          Year 5:    **
                     --
          Year 6:    **
                     --
          Year 7:    **
                     --
          Year 8:    **
                     --
          Year 9:    **
                     --
          Year 10 and all years thereafter:  **
                                             --

*   CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN
------------------------------------------------------------------------------
INFORMATION CONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL
----------------------------------------------------------------------------
PORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY
--------------------------------------------------------------------------------
WITH THE SECURITIES AND EXCHANGE COMMISSION.
--------------------------------------------

                                 Confidential                             Page 3

 
If Contractor fails to sell a sufficient number of subscriptions and other
Network Services to generate such revenue, the exclusivity of the marketing
rights granted to Contractor hereunder shall automatically terminate at the end
of the one (1) year period during which such failure occurred, but this
Agreement shall otherwise continue in effect. Provided, further, however, if
Contractor fails to sell a sufficient number of subscriptions and other Network
services to generate not less than ** of the revenue minimums set forth above,
                                   --                                         
this Agreement and all of Contractor's rights hereunder may, at the option of
the Company at any time thereafter, be terminated due to such failure, and if
terminated by PPI solely for this reason, PPI shall pay Contractor a sum ** the
                                                                         --    
revenues payable to Contractor under the terms of this Agreement during the one
(1) year period immediately preceding the effective date of termination (subject
to set-off of any money due from Contractor to PPI at such time). Contractor's
share of net revenue from Ex-Territory Subscriptions and Support Only
Subscriptions shall be included in the net revenue attributable to Contractor
for purposes of these minimum revenue requirements. To the extent Contractor or
any of its affiliates own marketing rights for areas in addition to the
Territory, Contractor or such affiliates must identify the particular marketing
rights agreement under which each subscription is sold, which designation may
not be changed by Contractor.

a.             Notwithstanding that this Agreement is renewable under certain
circumstances, Contractor agrees and acknowledges that PPI has established
prestige and goodwill in connection with the name 'Purchase Pro' and the
Network. Contractor agrees that it shall at all time conduct its business
relating to this Agreement and the Network in an ethical manner and in
compliance with all federal, state and local laws, rules and regulations, and
that Contractor shall exercise its best efforts throughout its operations under
this Agreement to safeguard the prestige and goodwill of PPI. Contractor will
not, at any time, do or suffer to be done any act or thing which may, in any
way, impair the rights of PPI in and to any of its intellectual property rights
or the Network, or which may depreciate the value of any such intellectual
property or the Network.

a.             For each new one-year subscription to the Network sold by
Contractor and paid for by the subscriber while this Agreement is in effect, up
to a maximum of ** one-year subscriptions to the Network, PPI shall grant to
                --                                                          
Contractor an option to purchase ** of the common stock of PPI for the striking
                                 --                                            
price equal to the last asking price for PPI's common stock on such date if such
stock is traded on a national market, or if not so traded, the fair market value
of PPI's common stock as of the date of the grant as determined by PPI's outside
accountants. Upon exercise of the options, payment for the shares must be made
in cash, and the options shall expire five (5) years from the date each option
is granted. The options shall be granted at the end of each year this Agreement
is in effect after the actual subscriber revenue and fair market value of the
stock at year end can be determined. For purposes of measuring the number of
subscribers for purpose of the grant of options, a one-year subscription means
twelve months of subscription revenue cash receipts by PPI from a subscriber or
subscribers. For example, if at the end of the first year Contractor has sold **
                                                                              --
subscriptions, but due to cancellations, non-payment or other factors PPI has
collected the revenue equivalent of only ** one-year subscriptions, then
                                         --                             
Contractor shall only be entitled to options to purchase ** shares of PPI.
                                                         --               
Options shall not be granted with respect to renewal subscription revenues, only
new subscribers. For purposes of this Agreement and the number of shares that
may be purchased by Contractor pursuant to the options, such number of shares
shall be hereafter adjusted for any stock splits, reverse splits, or other
similar events. PPI hereby agrees to cause any shares purchased by Contractor
pursuant to its options to be registered for resale at the same

*   CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN
------------------------------------------------------------------------------
INFORMATION CONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL
----------------------------------------------------------------------------
PORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY
--------------------------------------------------------------------------------
WITH THE SECURITIES AND EXCHANGE COMMISSION.
--------------------------------------------

                                 Confidential                             Page 4

 
time and upon the same terms as shares purchased by employees of PPI pursuant to
employee stock options.

a.        Contractor shall prepare, and at all times maintain at its principal
executive offices, true, correct and complete separate books of account and
records reflecting all transactions and operations within the scope of this
Agreement, in accordance with generally accepted accounting principles
consistently applied. Contractor shall prepare and furnish to PPI a statement of
operations, in form and scope satisfactory to PPI and certified as accurate by a
senior financial officer of Contractor, for each quarterly period ended the last
day of March, June, September and December in each year this Agreement is in
effect, which shall be furnished to PPI within thirty (30) days after the end of
each such period.

a.             Provided there does not exist any default under this Agreement by
Contractor, Contractor retains exclusive rights to the Territory, and that this
Agreement is still in effect, PPI hereby grants Contractor the right of first
refusal to acquire rights similar to those granted herein for all states
contiguous to the Territory (exclusive of the state of Illinois), in the event
PPI proposes to grant same to a third party. Contractor shall have ten (10) days
from written notice from PPI of the terms on which PPI proposes to grant such
rights to a third party in which Contractor may exercise its right of first
refusal by written notification to PPI, in which case Contractor shall be deemed
to have contracted with PPI upon the terms contained in the notice from PPI.
This right of first refusal shall automatically terminate at such time as Brad
Redmon does not own a majority of the equity interests in, and exercise
managerial control over, Contractor. This right of first refusal shall also not
apply to any activities of PPI in any of the areas to which the right of first
refusal otherwise applies.

a.             In the event PPI fails to have the Network operable for a
consecutive period of two (2) weeks, PPI shall involve Contractor in the efforts
to restore the operability of the Network and Contractor shall have the right to
expend its own resources in the effort to restore the Network, but PPI shall not
have any liability whatsoever to Contractor for any such sums expended, nor
shall PPI have any liability whatsoever for the failure of the Network.

a.             PPI and Contractor hereby agree to take whatever further action
that may be necessary to implement the terms and conditions of this Agreement.

1.        Restrictions on Transfer; Right of First Refusal.
          ------------------------------------------------ 

a.        The rights granted herein are strictly personal to Contractor. Neither
this Agreement nor any of the rights granted to or obligations undertaken by
Contractor hereunder may be transferred, assigned, pledged, sold, mortgaged,
sublicensed or otherwise hypothecated or disposed of, either directly or
indirectly, in whole or in part, by operation of law or otherwise (collectively,
'transfer'), to any Person without the express prior written consent of PPI,
such consent to not be unreasonably withheld as long as Brad Redmon controls a
majority of the voting equity interests in, and has managerial control of,
Contractor. Any attempted transfer without such consent shall be null, void, and
of no force or effect. As used herein, the term 'Contractor' shall include any
assignee, licensee or subcontractor of Contractor approved by PPI in writing as
hereinabove provided.

a.        In addition to the requirement that PPI consent to any transfer of
rights of Contractor under this Agreement, Contractor hereby grants PPI the
right of first refusal to purchase or otherwise acquire any rights sought to be
assigned or transferred by Contractor on

                                 Confidential                             Page 5

 
the same terms as may be offered by a third party and accepted by Contractor.
Contractor shall notify PPI in writing of the terms of the proposed transfer to
a third party, in which case PPI shall have ten (10) business days within which
to exercise its right of first refusal by providing Contractor with written
notice of same. if such right is exercised, PPI shall acquire the rights from
the Contractor upon the same terms and schedule as contained in the third
party's offer.

1.        Events of Default:  Termination.
          ------------------------------- 

a.             Each of the following shall constitute an event of default under
this Agreement:

i.        If Contractor shall fail to pay any funds owing to PPI pursuant to
this Agreement as and when due, provided that with respect to the first such
failure by Contractor PPI shall not be entitled to call a default under this
section until it shall have given Contractor notice thereof and Contractor shall
have failed to cure such default within thirty (30) days of such notice;

i.        If Contractor shall institute proceedings to be adjudicated a
voluntary bankrupt or insolvent, or shall consent to the filing of a bankruptcy
proceeding against it, or shall file a petition or answer seeking reorganization
or arrangement under any bankruptcy act or any other similar applicable law of
any country, or shall consent to the appointment of a receiver or liquidator or
trustee or assignee in bankruptcy or insolvency for itself, or any of its
property, or shall make an assignment for the benefit of creditors, or shall be
unable to pay its debts generally as they become due, or shall cease doing
business as a going concern, or action shall be taken by it in furtherance of
any of the foregoing purposes; or

i.        If an order, judgment or decree of a court having jurisdiction shall
have been entered adjudicating the Contractor a bankrupt or insolvent, or
approving, as properly filed, a petition seeking reorganization of Contractor or
of all or a substantial part of its properties or assets under any bankruptcy
act or other similar applicable law, as from time to time amended, or appointing
a receiver, trustee or liquidator of Contractor, and such order, judgment or
decree shall remain in force, undischarged and unstayed for a period of thirty
(30) days, or a judgement or lien for the payment of money in excess of ** shall
                                                                        --      
be rendered or entered against it and the same shall remain undischarged or
unbonded for a period of thirty (30) days or any writ or warrant or attachment
shall be issued or levied against a substantial part of its property and the
same shall not be released, vacated or bonded within thirty (30) days after
issue or levy; or

i.        If Contractor shall, without the prior written consent of PPI first
had and obtained, sell (regardless of how designated) all or substantially all
of its assets, or shall merge or consolidate with or into another corporation or
entity, or if there shall be a change in control of Contractor, in each case
whether in a single transaction or as the aggregate result of a series of
transactions, and whether the transaction or transactions involve an affiliated
or unaffiliated person or entity; or

i.        If any representation or warranty of Contractor contained herein shall
be or become false or misleading in any material respect, or if Contractor shall
fail to perform or observe any term, condition, agreement or covenant in this
Agreement on its part to be performed or observed, and such default is not
remedied within thirty (30) days after written notice thereof from PPI.



* CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION 
-------------------------------------------------------------------------------
CONTAINED IN THIS EXHIBIT. THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE
-----------------------------------------------------------------------------
BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE
---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION.
----------------------------------

                               Confidential                               Page 6

 
a.             If any event of default shall occur and be continuing, PPI may,
by written notice to Contractor, immediately terminate this Agreement, in which
case PPI shall have no further obligations to Contractor and Contractor shall
have no further rights under this Agreement. In addition, all rights of
Contractor hereunder shall terminate and revert automatically to PPI, and
neither Contractor nor any of its receivers, representatives, trustees, agents,
successors or assigns (by operation of law or otherwise) shall have any rights
hereunder. Upon termination, Contractor shall deliver to PPI all information and
documents of any kind whatsoever relating to Contractor's performance of this
Agreement, the Network, and all subscribers, and shall thereafter cease and
desist from using the Network, the name 'Purchase Pro' or any of PPI's
intellectual or other property in any manner.

a.             Notwithstanding any termination or expiration of this Agreement
(whether by reason of the expiration of the stated term of this Agreement, by
earlier termination of this Agreement or otherwise), PPI shall have, and hereby
reserves, all the rights and remedies which it may have, at law or in equity,
with respect to the collection of funds payable by Contractor pursuant to this
Agreement, the enforcement of all rights relating to the establishment,
maintenance and protection of PPI's property, and damages for breach of
Agreement on the part of Contractor. PPI may recover its costs and expenses,
including reasonable attorneys' fees, incurred in enforcing this Agreement
against Contractor.

a.             Contractor acknowledges that PPI will suffer great and
irreparable harm as a result of the breach by Contractor of any covenant or
agreement to be performed or observed by Contractor under this Agreement other
than the covenants to make monetary payments, and, whether such breach occurs
before or after the termination of this Agreement, Contractor acknowledges that
PPI shall be entitled to apply for and receive from any court of competent
jurisdiction a temporary restraining order, preliminary injunction and permanent
injunction, without any necessity of proving damages or any requirement for the
posting of a bond or other security, enjoining Contractor from further breach of
this Agreement or further infringement or impairment of PPI's rights. Such
relief shall be in addition to and not to substitution of any other remedies
available to PPI pursuant to this Agreement or otherwise.

1.        Confidentiality.
          --------------- 

a.             Each party acknowledges that all information of a business or
technical nature imparted to the other party during the course of this Agreement
with respect to the business of the disclosing party, and certain affiliates,
were acquired, designed and/or developed by them at great expense, are secret,
confidential and unique, and constitute the trade secrets and exclusive property
of the disclosing party and its affiliates, and that any use by the other party
of any such trade secrets and property other than for the sole purpose of
implementing the terms of this Agreement would be wrongful and would cause
irreparable injury to the disclosing party and its affiliates.

a.             Neither party will at any time disclose or divulge to any person,
firm or corporation or use or suffer the use by any third party, for any purpose
other than solely as required for the implementation of this Agreement, directly
or indirectly, for its own use or the benefit of any person, firm or
corporation, any property, any trade secrets or confidential information of the
other party or any of its affiliates, obtained from or through them, or any
confidential information belonging to any subscribers to the Network.

                               Confidential                               Page 7

 
a.             Contractor agrees that it shall cause each of its employees,
agents and subcontractors to execute a confidentiality and non-disclosure
agreement in form and substance satisfactory to PPI at all times this Agreement
is in effect.

1.        Indemnity: Insurance.
          -------------------- 

a.        Contractor does hereby indemnify and agrees to save and hold PPI and
its officers, directors, agents, representatives and controlling persons
(collectively, for purposes of this section, 'PPI'), individually, harmless of
and from any and all liability, claims, causes of action, suits, damages and
expenses (including reasonable attorneys' fees and expenses) which any such
entity or Person may become liable for, or may incur, or be compelled to pay, by
reason of any acts, whether of omission or commission, by Contractor and any of
its employees or agents, that may arise under or in connection with this
Agreement, in connection with the performance thereof on behalf of Contractor or
otherwise in connection with Contractor's business or by virtue of any
misrepresentation or breach of warranty or failure to perform or observe any
covenant on its part to be performed or observed hereunder.

a.             PPI does hereby indemnify and agrees to save and hold Contractor
and its officers, directors, agents, representatives and controlling persons
(collectively, for purposes of this section, 'Contractor'), individually,
harmless of and from any and all liability, claims, causes of action, suits,
damages and expenses (including reasonable attorneys' fees and expenses) which
any such entity or Person may become liable for, or may incur, or be compelled
to pay, by reason of any acts, whether of omission or commission, by PPI and any
of its employees or agents, that may arise under or in connection with this
Agreement, in connection with the performance thereof on behalf of PPI or
otherwise in connection with PPI's business or by virtue of any
misrepresentation or breach of warranty or failure to perform or observe any
covenant on its part to be performed or observed hereunder.

a.             An indemnified party shall immediately give notice to the
indemnifying party of any claim, action or suit that may give rise to liability
under this section, provided that the failure of any indemnified party to
provide such notice shall not relieve the indemnifying party of its obligations
hereunder. The indemnifying party hall have the option to defend any such claim
action or suit, including, but not limited to, the right to select counsel
control the defense, assert counterclaims and crossclaims, bond any lien or
judgment, take any appeal and to settle on such terms as it, in its discretion,
reasonably deems advisable, provided prior notice of any settlement is given to
the indemnified party and such party provides its express prior consent thereto.
No settlement of any claim may be effected without the prior written consent of
the indemnifying party.

a.             Contractor shall maintain at its own expense in full force and
effect at all times during which this Agreement is in effect, with a recognized
and responsible insurance carrier licensed to do business in the state of
Contractor's domicile, and acceptable to PPI, a liability insurance policy with
limits of liability of at least $1,000,000 per Person and per accident or
occurrence. Such insurance shall be for the benefit of and shall name as co-
insured PPI and its respective officers, directors, agents, representatives and
controlling persons, and shall provide for at least thirty (30) days' prior
written notice by the carrier thereof (each an 'Insurance Notice') to PPI and
Contractor of the cancellation or modification thereof.  Contractor shall, as
promptly as practicable, but in any event within thirty (30) days after the
signing of this Agreement, and from time to time thereafter upon PPI's written
request, deliver to PPI (i) a true, correct and complete copy of its liability
insurance policy (including all endorsements), as then in effect, and (ii ) a

                               Confidential                               Page 8

 
certificate of such insurance from the insurance carrier which sets forth the
scope of coverage and the limits of liability. Contractor's maintenance of the
insurance coverage as provided herein shall not limit, excuse or replace any of
Contractor's obligations under the provisions hereof, which shall remain
absolute.

a.             The provisions of this section shall survive any termination or
expiration of this Agreement.

1.        Representations and Warranties. Contractor hereby represents and
          ------------------------------                                  
warrants to PPI as follows:

a.             Contractor is a limited liability company, duly organized,
validly existing and in good standing under the laws of Kentucky, and is duly
qualified and authorized to do business and in good standing in all
jurisdictions in which the nature of its business requires such qualifications.

a.             Neither the execution, delivery nor performance of this Agreement
by Contractor will, with or without the giving of notice or passage of time, or
both, conflict with, or result in a default or loss of rights under, any
provision of any other agreement or understanding to which Contractor is a party
or by which it or any of its properties may be bound.

a.             Contractor has full power and authority to enter into this
Agreement and to carry out the transactions contemplated thereby in accordance
with its terms; the execution, delivery, and performance of this Agreement by
Contractor have been duly and properly authorized by all necessary actions; and
this Agreement constitutes the valid and binding obligation of Contractor
enforceable in accordance with its terms.

1.        Notices.  All reports, communications, requests, demands or notices
          -------                                                            
required by or permitted under this Agreement shall be in writing and shall be
deemed to be duly given on the date same is sent and acknowledged via hand
delivery, facsimile or reputable overnight delivery service (with a copy
simultaneously sent by registered mail), or, if mailed, five (5) days after
mailing by certified or registered mail, return receipt requested, to the party
concerned at the address on page 1 hereof.  Any party may change the address to
which such notices and communications shall be sent by written notice to the
other parties, provided that any notice of change of address shall be effective
only upon receipt.

1.        Integration.  This Agreement sets forth the entire agreement and
          -----------                                                     
understanding between the parties relating in any way to the Network, or to the
subject matter hereof and supersedes and merges all prior discussions,
arrangements and agreements between them.

1.   Amendments.  This Agreement may not be amended or modified except by
     ----------                                                          
written instrument signed by each of the parties hereto.

1.        Relationship of Parties.  Nothing herein contained shall be construed
          -----------------------                                              
to constitute the parties hereto as partners or as joint venturers, or as
franchisor/franchisee, or either as agent of the other. Neither party hereto by
virtue hereof shall have the right or authority to act for or to bind the other
in any way or to sign the name of the other or to represent that the other is in
any way responsible for the acts or omissions of the other.

                               Confidential                               Page 9

 
1.        Mandatory Arbitration and Locale.  Any controversy or claim arising
          --------------------------------                                   
out of or relating to this Agreement, or the breach thereof, shall be settled by
arbitration in Lexington, Kentucky, before one (1) arbitrator administered by
the American Arbitration Association under its Commercial Arbitration Rules, and
judgment on the award rendered by the arbitrator may be entered in (any court
having jurisdiction thereof).  Provided, however, either party shall be entitled
to seek injunctive relief to the extent entitled thereto. To the extent such
injunctive relief is sought, PPI and Contractor hereby (i) agree that the State
and Federal courts sitting in the State of Nevada, Clark County, City of Las
Vegas, shall have exclusive jurisdiction in any such injunctive action connected
in any way with this Agreement; (ii) each consent to personal jurisdiction of
and venue in such courts in any such matter; and (iii) further agree that the
service of process or of any other papers with respect to such proceedings upon
them by mail shall be deemed to have been duly given to and received by them
five (5) days after the date of certified mailing and shall constitute good,
proper and effective service.

1.        Severability.  In the event that any one or more provisions of this
          ------------                                                       
Agreement shall be held invalid, illegal or unenforceable in any respect, the
validity, legality or enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

1.             Waiver.  No failure or delay on the part of either party in
               ------                                                     
exercising any power or right under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power or right
preclude any other or further exercise thereof or the exercise of any other
power or right. No waiver by either party of any provision of this Agreement, or
of any breach or default, shall be effective unless in writing and signed by the
party against whom such waiver is to be enforced. All rights and remedies
provided for herein shall be cumulative and in addition to any other rights or
remedies such parties may have at law or in equity.

1.        Counterparts.  This Agreement may be executed in one or more
          ------------                                                
counterparts, all of which taken together shall be deemed an original.

1.        Governing Law.  This Agreement and the rights and obligations of the
          -------------                                                       
parties hereto and thereto shall be governed by and construed and enforced in
accordance with the substantive law of the state of Nevada.

1.        Benefit and Binding Effect of Agreement.  This Agreement shall be
          ---------------------------------------                          
binding upon and inure to the benefit of PPI and Contractor and their respective
successors and assigns.

     PURCHASE PRO INTERNATIONAL, INC.


     By: /S/ CHRISTOPHER P. CARTON
         --------------------------------

     Title: President and Secretary
           ------------------------------


                                                      E-MARKETPRO, LLC

                                                      /s/ Brad Redmon
                                                      -----------------------
                                                      Title: Chairman
                                                            -----------------


                               Confidential                              Page 10