License Agreement - AuctioNet.com Inc. and PurchasePro.com Inc.


                                LICENSE AGREEMENT

This License Agreement (the "Agreement") is made and entered into as of December
29, 2000 ("Effective Date") by and between AuctioNet.com, Inc. ("AuctioNet"), a
California corporation, having an office at 690 Industrial Road, San Carlos, CA
94070 and PurchasePro.com, Inc., a Nevada corporation ("PurchasePro") having an
office at 3291 North Buffalo Drive, Las Vegas, NV 89129 (each a "Party" and
together, the "Parties").

                                   BACKGROUND

A. AuctioNet has a certain technology which allows for the staging of online
auctions for product purchases and sales transactions;

B. PurchasePro is in the business of providing e-commerce solutions and software
to its end-user members and customers as well as other licensees of PurchasePro
(including without limitation original equipment manufacturers and other
application service providers who sublicense solutions and software to their
end-user customers), which solutions and software allow such members and
customers to connect, communicate and conduct transactions ("Business");

C. PurchasePro desires to obtain a license from AuctioNet to use AuctioNet's
online auction technology on the terms and conditions set forth herein in
connection with its Business, and AuctioNet wishes to grant PurchasePro such
licenses according to the terms and conditions of this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties hereby agree as follows:

1.      Definitions.

The following terms shall have the following meanings:

      1.1  "AuctioNet Services" means those services to be performed by
AuctioNet as may be included within the Integration Plan (as defined in Section
5.3) and such other services to be performed by AuctioNet as described in this
Agreement.

      1.2  "Documentation" means any on-line help files or written instruction
manuals which may be developed by AuctioNet from time to time regarding the use
of the Software and any technical materials, documentation and guides which may
be developed by AuctioNet from time to time for use by AuctioNet's technology
personnel in connection with the development, operation and maintenance of the
Software.

      1.3  "Integrated Software" shall have the meaning assigned to it in
Section 2.1.

      1.4  "Integrated Software Fee" means, with respect to any PurchasePro
Software containing Integrated Software, an amount equal to the difference
between the standard license fee charged by PurchasePro for such PurchasePro
Software with the Integrated Software minus the standard license fee charged by
PurchasePro for such PurchasePro Software without the Integrated Software.

      1.5  "Maintenance and Support Services" means those services listed on
Exhibit B, and the provision of Updates and Upgrades as called for by this
Agreement.

      1.6  "Member" means an entity or person that is permitted to access and
use the PurchasePro Services.


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      1.7  "Member Information" means information or data (including, without
limitation, registration, enrollment and profile data) provided by a Member
through use of the Software or the Integrated Software or contained on any
server of AuctioNet (or any other means of storage or hosting of data within
AuctioNet's control, including, without limitation, tapes and off-line mediums).

      1.8  "PurchasePro Customers" shall mean third parties who have been or
will be authorized directly or indirectly by PurchasePro to access and use the
Software (including, without limitation, in the form of Integrated Software) to
facilitate the purchase and/or sale of products and services.

      1.9  "PurchasePro Services" means the services and functionality offered
by PurchasePro to PurchasePro Customers as part of its Business.

      1.10 "PurchasePro Software" means PurchasePro proprietary systems,
applications and database software which software underlies/enables PurchasePro
Services. PurchasePro Software is both hosted (served) by PurchasePro and
licensed by PurchasePro to its PurchasePro's customers for stand-alone use.

      1.11 "Sanitized Transaction Data" means Transaction Data exclusive of, or
after removal of Member Information, and which exists: (i) in an anonymous form
as part of an aggregation of multiple transactions conducted in whole or in part
over or through use of a marketplace; (ii) in a "blinded" fashion, exclusive of,
or after removal of, information which specifically identifies the Member; and
(iii) in the form of statistical data, usage information, reports and analysis
based upon data specified in the foregoing items (i) and (ii).

      1.12 "Software" means, collectively, the software program(s) set forth in
Exhibit A in object code and source code format, together with any Documentation
provided to PurchasePro by AuctioNet, and all Updates, Upgrades, new releases,
modifications, improvements, enhancements, alterations and changes thereof or
thereto produced by AuctioNet or on AuctioNet's behalf related to online
auctions for product purchases and sales transactions and provided to
PurchasePro as part of the Maintenance and Support Services or otherwise
pursuant to this Agreement.

      1.13 "Supplied Data" means catalog information, product information and
pricing data and Member business rules provided by a Member through use of the
Software or Integrated Software or contained on any server of AuctioNet (or any
other means of storage or hosting of data within AuctioNet's control including,
without limitation, tapes and off-line mediums).

      1.14 "Territory" means throughout the world.

      1.15 "Transaction Data" means information and data characterizing,
describing, relating to or comprising transactions (e.g., the sale and purchase
of goods and services) to which a Member is a party and which are conducted in
whole or in part over or through use of the Software or Integrated Software or
contained on any server of AuctioNet (or any other means of storage or hosting
of data within AuctioNet's control including, without limitation, tapes and
off-line mediums). Transaction Data also includes, for any transaction to which
Member is a party, information or data relating to the parties of such
transaction other than Member which is communicated or furnished by such parties
to Member or otherwise obtained by Member in the course of such transaction.

      1.16 "Update(s)" shall mean a set of procedures or new program code that
AuctioNet implements to correct errors and which may include modifications to
improve performance or a revised version or release of the Software which may
incidentally improve its functionality.


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      1.17 "Upgrade(s)" means (i) a new version or release of the Software which
improves the functionality of, or add functional capabilities to, the Software
and (ii) any software program(s) intended to replace the Software.

2.     Grant of Licenses.

      2.1  Software License. Subject to the terms and conditions of this
Agreement, AuctioNet hereby grants to PurchasePro a nonexclusive, perpetual,
sublicensable license in the Territory: (i) to access, interface to, and
interact with, the Software (as remotely hosted by, or on the behalf of,
AuctioNet) in connection with and as part of the provision of PurchasePro
Services; (ii) to use the Software and Documentation internally in the Business;
(iii) to use, copy and store one or more copies of the Software(and
Documentation) for the purpose exercising PurchasePro's rights with respect to
the Software(and Documentation) as set forth in the following items (iv) through
(vii); (iv) to integrate into, bundle with, or package into PurchasePro Software
the Software (with such Software as integrated, bundled or packaged with the
PurchasePro Software hereinafter being referred to as "Integrated Software");
(v) make, have made, modify and prepare derivative works of theSoftware (and/or
Documentation), and perform software engineering, for the purpose of developing,
testing, implementing, operating and maintaining Integrated Software (and the
documentation therefor); (vi) to demonstrate, market, promote, advertise,
sublicense (under terms no less protective of AuctioNet's intellectual property
than are the terms contained in PurchasePro's standard license agreements with
respect to the protection of PurchasePro's intellectual property; and without
any right of further sub-license) and distribute the Software(including, without
limitation, as Integrated Software) in object code form in connection with and
as part of the PurchasePro Services; or (vii) host, install, operate and
maintain (the foregoing internally and for others) the Software (including,
without limitation, in the form of Integrated Software) in connection with and
as part of the PurchasePro Services. PurchasePro shall not remove or destroy any
proprietary markings, confidential legends or any trademarks, trade names or
brand names of AuctioNet or its licensors placed upon or contained within the
Software, the Documentation or any related materials. PurchasePro shall
reproduce all markings, legends and notices referred to herein on each copy of
the Software and Documentation made by or on behalf of PurchasePro as permitted
by this Agreement.

      2.2  Special Limitations Applicable to Source Code Components of the
Software.

            (a) Notwithstanding Section 2.1 above, PurchasePro shall not: (i)
      use the Software, Integrated Software or any derivative works thereof for
      purposes which do not include processing auction transactions; or (ii)
      develop with the Software and Integrated Software any applications which
      include less than a substantial amount of the auction services
      functionality contained in the Software and Integrated Software.

            (b) PurchasePro acknowledges that the source code components of the
      Software constitute AuctioNet Confidential Information. PurchasePro shall
      treat such source code components as AuctioNet Confidential Information
      pursuant to Section 10 below and otherwise with at least the same degree
      of care as it treats the source code to its own proprietary software, and
      further agrees that access to such components shall be strictly limited to
      employees of PurchasePro who have a need to access such components and who
      have been advised of the confidential and proprietary nature of such
      components, and consultants or contractors of PurchasePro who have a need
      to access such components, have been advised of the confidential and
      proprietary nature of such components, and have entered into a
      non-disclosure agreement of a form as protective of such components as are
      the confidentiality protections set forth in this Agreement which provides
      that AuctioNet is an intended third party beneficiary of such agreement.
      PurchasePro shall maintain records listing all such contractors and shall
      provide AuctioNet with access thereto on the reasonable request of
      AuctioNet. Notwithstanding


                                      -3-


      the foregoing, PurchasePro shall be permitted to disclose the source
      components to AOL in performing its obligations pursuant to that certain
      Technology Development Agreement by and between PurchasePro and AOL dated
      March 15, 2000.

            (c) PurchasePro shall, prior to implementing any updates,
      additions, modifications or changes ("Modifications") to the Software,
      provide AuctioNet with notice of its intent to do so in the form of a
      reasonably acceptable statement of work (inclusive of project timelines)
      for the performance of such Modification. AuctioNet shall have the right
      to itself implement such Modification at its expense; provided that
      AuctioNet must, within three (3) business days of receiving any such
      statement of work from PurchasePro, provide PurchasePro with a
      determination of whether AuctioNet desires to implement such
      Modifications. Modifications implemented by AuctioNet shall be delivered
      to PurchasePro as either an Update or Upgrade (whichever is more
      applicable). In the event AuctioNet determines not to implement any such
      Modification or loses the right to do so under the foregoing proviso,
      PurchasePro may, at its option, itself implement such Modification. In the
      event AuctioNet performs the implementation, such Modification shall be
      subject to acceptance by PurchasePro and AuctioNet will work with
      PurchasePro to resolve to PurchasePro's reasonable satisfaction any issues
      or concerns PurchasePro has with such Modification; and such Modification
      shall for all purposes be deemed to be, and otherwise treated in the same
      manner as, either an Update or Upgrade (whichever is more applicable).

            (d) AuctioNet shall have no obligations under this Agreement
      (including, without limitation, as regards maintenance and support) for
      Modifications to the Software developed and implemented by PurchasePro
      ("PurchasePro Modifications"). PurchasePro Modifications (to the extent
      exclusive of the Software) are owned by and shall remain the sole property
      of PurchasePro.

      2.3  Ownership. AuctioNet or its third party licensors hereby retain all
right, title, and interest in and to the Software and the Documentation,
including all copyrights, patents, trade secret rights, trademarks and other
intellectual property rights therein. All rights in and to the foregoing not
expressly granted hereunder are reserved to AuctioNet or its licensors. The
Software and Documentation and all copies thereof are licensed, not sold, to
PurchasePro. Notwithstanding anything to the contrary contained herein, all
changes, modifications and enhancements or derivative works made to the
Softwareor Documentation by PurchasePro hereunder as permitted in this Section 2
shall be owned by PurchasePro, including all copyrights, patents, trade secret
rights or other intellectual property rights therein.

3.     Delivery of Software.

AuctioNet shall issue to PurchasePro, via CD-ROM, tape or such other media as
reasonably requested by PurchasePro, as soon as practicable after the Effective
Date, four (4) machine-readable copies of the Software (two (2) copies of the
Software in source code format and two (2) copies in object code form). Upon
creation of any Documentation by AuctioNet, AuctioNet shall promptly deliver
such documentation to PurchasePro.

4.     Fees; Taxes; Revenue Allocation.

      4.1  Fees. In consideration for (a) the licenses granted to PurchasePro
under Section 2 of this Agreement; (b) Maintenance and Support Services; (c)
Updates and Upgrades; (d) Integration Services (as defined in Section 5.2
below); and (e) all other services as described in Section 5.4, PurchasePro
shall pay AuctioNet the fees as specified in Exhibit C hereto (the "Fees").
Payment terms of such Fees shall


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be as set forth in Exhibit C hereto. Maintenance and Support Services shall
terminate upon termination or expiration of this Agreement, unless the Parties
agree otherwise.

      4.2  Revenue Allocation.

      (a) Within thirty (30) days after the end of each calendar quarter 
during the term of this Agreement, AuctioNet shall pay PurchasePro a 
transaction fee equal to fifty percent (50%) of all net revenue generated by 
AuctioNet from AuctioNet Services during such calendar quarter. For the 
purposes of this Section 4.2(a), "net revenue" shall mean all revenue or its 
equivalent obtained through the exploitation of the AuctioNet Services, less 
the amount paid by AuctioNet to the seller of any goods sold in connection 
therewith for such goods, less credit card processing and validation fees, 
tax, freight, and similar fees paid by AuctioNet to third parties, less any 
amount paid by AuctioNet or PurchasePro to any person referring such buyer of 
goods to AuctioNet (if any). By way of example only, without limiting the 
rights of either Party, the following describes the obligations of each party:

Product Sale Price                                               1,000.00
Sales Tax                                                           82.50
Freight                                                             25.00
Total Transaction Amount                                         1,107.50
                                                                
Less: Sales Taxes & Freight                                        107.50
                                                                
Product Sale Price                                               1,000.00
Less: Cost of Goods Sold                                           880.00
                                                                
Gross Profit                                                       120.00
                                                                
Less: Credit Card Discount                                          30.46
                                                                
Adjusted Gross Profit                                               89.54
                                                                
Less: Auctionet/PurchasePro Partner Revenue Share                   17.91
                                                                
Net Adjusted Gross Profit                                           71.64
                                                                
Transaction Revenue to be Split                                     
50% Auctionet                                                       35.82
50% Purchase Pro                                                    35.82
                                                  
This example assumes a 20% partnership revenue share but exact percentage will
vary depending upon partnership agreements.

      (b) Within thirty (30) days after the end of each calendar quarter during
the term of this Agreement, PurchasePro shall pay AuctioNet fifty percent (50%)
of all transaction fees PurchasePro generates from transactions by PurchasePro
Customers using the Software or Integrated Software but not the AuctioNet
Services during such calendar quarter. For the purposes of this Section 4.2(b),
"transaction fees" shall refer to the amount paid to PurchasePro in connection
with transactions, less credit card processing and validation fees, tax,
freight, and similar fees paid by PurchasePro to third parties.


                                      -5-


      (c) Within thirty (30) days after collection by PurchasePro from any
PurchasePro customer, PurchasePro shall, for any PurchasePro Software containing
Integrated Software which PurchasePro Software was licensed during such quarter
to such PurchasePro customer for installation and use by such customer on
computer equipment owned and/or controlled by such customer, pay over to
AuctioNet out of the license fee received by PurchasePro for such customer for
such Software, the greater of (a) twenty-five percent (25%) of the Integrated
Software Fee applicable to such Software and (b) $15,000.00.

      4.3  Taxes. All fees due hereunder to either Party (the "Collecting
Party") are exclusive of all applicable taxes and duties assessed in connection
with this Agreement and the other Party's (the "Paying Party") performance
hereunder by any authority, which shall be paid by the Paying Party or, if paid
by the Collecting Party, promptly reimbursed. This provision does not apply to
any taxes for which the Paying Party is exempt, provided the Paying Party has
furnished the Collecting Party with a valid tax exemption certificate, or to the
Collecting Party's income or franchise taxes.

      4.4  Audit Right. During the term of this Agreement and for a period of
one (1) year following the expiration or termination of this Agreement for any
reason, each Party will maintain complete and accurate books of accounts,
records and such other material necessary to calculate amounts due to the other
Party under this Agreement. Each Party will permit the other Party, through a
nationally recognized certified public accounting firm ("CPA") designated by
such other Party (subject to execution of a reasonable non-disclosure agreement
by said CPA), upon reasonable notice and during normal business hours, to
inspect these books, records and other materials once per year during the term
of this Agreement plus once up to twelve (12) months following the expiration or
termination of this Agreement. Each Party will provide full and complete
assistance in such audit effort as the other Party may reasonably require. In
the event the audit reveals an underpayment in the payment obligations of the
Party being audited by more than five percent (5%), the Party being audited will
promptly pay the auditing Party such underpayment amount plus interest
calculated at the lesser of one and one-half percent (1 1/2%) per month or the
highest rate permitted by law on the underpaid amount.

5.     Maintenance and Support; Integration Services; Service Levels.

      5.1  Maintenance and Support. Until two (2) years after the Effective
Date, AuctioNet shall provide PurchasePro with Software support as described in
Exhibit B hereto, and maintenance in the form of Updates and Upgrades.
PurchasePro shall be responsible for providing its PurchasePro Customers with
level one support as defined in the schedule set forth in Exhibit B hereto
("Level 1 Support"). In the event PurchasePro is unable to answer or resolve any
technical support questions or problems related solely to the use of the
Software (as a stand-alone product or as part of the Integrated Software),
PurchasePro may escalate the question or problem directly to AuctioNet for
AuctioNet to resolve as described in the schedule set forth in Exhibit B hereto
("Level 2 Support"). Without limiting the generality of the foregoing, during
such two (2) year term, AuctioNet shall maintain the Software as part of the
Integrated Software so that all of the functionality, performance and
capabilities of the Software as made generally available to AuctioNet's
customers will be incorporated in the Software as part of the Integrated
Software.

      5.2   Service Levels. Until two (2) years after the Effective Date,
AuctioNet shall be responsible for ensuring that at all times the Software and
Integrated Software is maintained, and the AuctioNet Services shall be
performed, at levels at least equal in all material respects to the service
levels set forth on Exhibit D hereto, except during the occurrence of a force
majeure event described in Section 13.7. AuctioNet shall establish and maintain
arrangements for emergency back-up services acceptable to PurchasePro. AuctioNet
shall take all commercially reasonable measures to minimize the damage caused by
any impairment resulting from any actual interruption or shutdown of any
facility that either (a) prevents AuctioNet from performing its obligations
hereunder or (b) causes a substantive disruption of the


                                      -6-


use by PurchasePro or any PurchasePro Customers of theAuctioNet Services,
Software or Integrated Software, in each case for a period of at least five (5)
business days, and, in cooperation with PurchasePro and any third parties, to
avoid recurrence of such interruption or shutdown. AuctioNet shall organize,
implement, monitor and apply all commercially reasonable disaster protection
mechanisms as required to minimize the damage caused by any such impairment. In
the event of any such impairment, AuctioNet shall work diligently and with all
commercially reasonable efforts to restore the ability of PurchasePro and all
PurchasePro Customers to use theAuctioNet Services, Software and Integrated
Software in accordance with AuctioNet's obligations under this Agreement.

            5.3  Integration Services.

            (a) AuctioNet shall integrate the Software into the PurchasePro
Software (i.e., develop the Integrated Software) for use by PurchasePro by
interface between the PurchasePro Software and the AuctioNet Software on an
application service provider basis and by integration into the PurchasePro
Software on an the original equipment manufacturer basis (the "Integration",
with the services, functions and responsibilities being performed by AuctioNet
to successfully complete the Integration being hereinafter referred to as the
"Integration Services"). AuctioNet shall dedicate that number of qualified
personnel and amount of resources necessary to perform and complete the
Integration Services.

            (b) As soon as reasonably practicable after execution of this
Agreement, AuctioNet shall commence in good faith: (i) a study to capture and
record the business requirements PurchasePro is seeking to meet using the
functionality and capabilities of the Software as set forth in a writing to be
delivered by PurchasePro (the "Business Requirements"); and (ii) an analysis to
establish the methods and processes necessary for completing the Integration so
as to meet PurchasePro's business requirements (the "Integration Analysis").
Based upon the Integration Analysis, AuctioNet shall, no later than February 14,
2001, complete and deliver to PurchasePro for review a full draft of a proposed
Integration Plan (defined below). Without limiting the generality of the
foregoing, the Integration Plan shall include such details as are necessary and
appropriate to show how the Integration, when completed per the Integration
Plan, will meet the Business Requirements. PurchasePro shall review the
Integration Plan and, within 15 days of its receipt thereof, request in writing
any revisions it desires thereto. AuctioNet shall, within 15 days of receiving
any such requests from PurchasePro, revise the Integration Plan in accordance
with all reasonable requests of PurchasePro and resubmit the Integration Plan to
PurchasePro for approval. Within 15 days of receiving the re-submitted
Integration Plan, PurchasePro shall either finally approve such Integration Plan
or return the Integration Plan to AuctioNet with instructions regarding
necessary further revision (in which case the re-submittal and review process
shall be carried out again).

            (c) The Integration will be accomplished pursuant to a plan
developed by AuctioNet and approved by PurchasePro (the "Integration Plan"). The
Integration Plan shall encompass all relevant terms, conditions and components
for the completion of the Integration. The Integration Plan shall include, among
other things, a complete set of specifications for the Integrated Software and
provision of the AuctioNet Services, deliverables, milestones, time-lines for
completion, acceptance criteria (for acceptance of the Integrated Software by
PurchasePro), performance objectives and the specific responsibilities of each
Party.

            (d) AuctioNet and PurchasePro shall each perform the tasks required
of it by the Integration Plan so that the Integration will be completed in
accordance with the schedule set forth therein. AuctioNet and PurchasePro shall
be responsible for overall management of the Integration and shall use all
commercially reasonable efforts to keep the Integration on schedule and to
identify and resolve any problems encountered in the timely completion of each
task. AuctioNet shall provide


                                      -7-


PurchasePro with weekly progress reports which describe in reasonable detail the
current status of the Integration, indication of the progress of the work being
performed in comparison to the Integration Plan, identification of actual or
anticipated problems, the impact of such problems on AuctioNet's work effort,
and action being taken or alternative actions to be taken to remedy such
problems. In addition, AuctioNet shall track all tasks and sub-tasks on-line
using Microsoft Project and shall at all times provide PurchasePro with access
thereto so as to enable PurchasePro to always be able to determine AuctioNet's
progress against the Integration Plan. AuctioNet agrees to use commercially
reasonable efforts to effect a smooth transition without disruption to any of
PurchasePro's business operations, except as contemplated by the Integration
Plan.

            (e) Other than as set forth in Exhibit C, PurchasePro shall not be
obligated to make any additional payments to AuctioNet in connection with the
Integration (and including, without limitation, for the Software, the Integrated
Software and the Integration Services) or otherwise, and each Party shall bear
its own costs and expenses associated with the Integration.

            (f) Any additional software developed by AuctioNet hereunder,
exclusive of the Software or Integrated Software, will be included in the
definition of "Software" for all intents and purposes of this Agreement.

            (g) Upon the execution of this Agreement, AuctioNet will promptly
assign an individual who will: (i) oversee and manage the performance of the
Integration Services (this includes the responsibility to see that all
milestones are met on-time and that all deliverables satisfy the requirements of
this Agreement); (ii) serve as PurchasePro's primary point of contact for
matters pertaining to the Integration; and (iii) have the authority to make
binding commitments on behalf of AuctioNet (the "AuctioNet Engagement Manager").

            (h) Upon the execution of this Agreement, PurchasePro will promptly
assign an individual who will serve as PurchasePro's primary point of contact
with AuctioNet for matters pertaining to the Integration (the "PurchasePro
Engagement Manager"). The PurchasePro Engagement Manager will be responsible and
authorized to: (i) serve as AuctioNet's primary point of contact for matters
pertaining to the Integration; (ii) have the authority to make binding
commitments on behalf of PurchasePro; (iii) approve modifications to the
Integration Plan; and (iv) accommodate reasonable requests by the AuctioNet
Engagement Manager for PurchasePro information, data and support of a type
specified in the Integration Plan or reasonably required by AuctioNet for its
performance of the Integration Services.

            (i) The Integration shall be governed by an oversight committee
("Oversight Committee") composed of an equal number of people from each Party,
including the AuctioNet Engagement Manager, the PurchasePro Engagement Manager,
AuctioNet's Chief Technology Officer, and PurchasePro's Chief Technology Officer
and such other persons as may be designated by such individuals. The Oversight
Committee shall have the power to resolve all disputes arising with respect to
the Integration by affirmative vote of its members. In the event the Oversight
Committee is unable to resolve any particular dispute within a reasonable time
period, such dispute shall be submitted to one senior manager of each party for
resolution by mutual agreement within ten (10) business days. Failing such
resolution, such dispute shall be submitted to one executive officer of each
party for resolution by mutual agreement within thirty (30) calendar days.
Failing resolution by the parties' executive officers, the dispute shall be
submitted to arbitration in accordance with Section 13.3.

            (j) PurchasePro acknowledges that AuctioNet may subcontract the
performance of the Integration Services to third parties on a partial basis. In
such event, AuctioNet will remain fully responsible in all respects to
PurchasePro for the performance of the Integration Services in accordance with
the terms of this Agreement, and will be deemed for the


                                      -8-


purposes of this Agreement to have performed the Integration Services itself.
AuctioNet will not disclose PurchasePro Confidential Information to a
subcontractor unless and until such subcontractor has agreed in writing to
protect the confidentiality of such Confidential Information in a manner
substantially equivalent to that required of AuctioNet under this Agreement.

      5.4  Other Services. AuctioNet shall provide any other implementation and
consulting assistance not described herein to PurchasePro related to initial
installation of the Software on terms mutually agreed by the Parties.

      5.5  Representation and Warranty. AuctioNet hereby represents and
warrants to PurchasePro that any and all services performed on behalf of
PurchasePro hereunder shall be performed in a professional, workmanlike manner
and in accordance with the general standards in the industry.

6.     Trademarks.

      6.1  Right to Display. During the term of this Agreement, each Party
authorizes the other Party to display and use the other's trademarks, trade
names and logos (collectively, the "Trademarks") in connection with that Party's
advertisement and promotion of the PurchasePro Services and/or AuctioNet
Services or Integrated Software (or the functionality thereof). Each Party shall
indicate in all product, service, publicity and printed materials relating to
the PurchasePro Services and/or AuctioNet Services, Software and Integrated
Software that such trademarks are the property of the originating Party. Upon
termination of this Agreement, each Party shall cease all display, advertising
and use of all Trademarks of the other Party. During the term of this Agreement
and thereafter, neither Party shall use, advertise or display any trademark,
trade name or logo which is, or any part of which is, confusingly similar to any
Trademark of the other Party. Notwithstanding the foregoing, PurchasePro shall
discontinue all use of AuctioNet Trademarks if the Integrated Software includes
any PurchasePro Modification and AuctioNet objects to such use because in its
reasonable discretion such Modification degrades the performance of the Software
or the Integrated Software or the experience of a user of the AuctioNet Services
as would constitute a material adverse effect with respect thereto, and further,
such Modification has not been approved by AuctioNet.

      6.2  Promotion Materials and Activities. All representations of the other
Party's Trademarks that a Party intends to use shall be exact copies of those
used by the other Party and shall first be submitted to the originating Party
for written approval of design, color and use, including use in conjunction with
advertisement, service and promotional materials, which consent shall not be
unreasonably withheld or delayed. To ensure trademark quality, each Party shall
fully comply with all written guidelines provided by the other Party concerning
the use of the originating Party's Trademarks. Each Party agrees to change or
correct any material or activity that the originating Party determines to be
inaccurate, objectionable, misleading or a misuse of the originating Party's
Trademarks. Neither Party shall continue the use of, and shall withdraw and
retract, any materials containing the Trademarks of the other Party which are in
breach of the terms of this Agreement or otherwise upon the reasonable written
request of the other Party.

      6.3  Goodwill and Trademarks. Each Party acknowledges that the other has
and will have substantial goodwill in its Trademarks used in conjunction with
this Agreement, and agrees it shall not do anything that could injure, diminish
or depreciate the value of the goodwill associated with the Trademarks or
business of the other. All goodwill associated with the use of each Party's
Trademarks shall inure exclusively to the owner of such Trademarks.

      6.4  Conduct of Business. Each Party shall conduct its business of
marketing each other's products and services pursuant to this Agreement in a
manner that will reflect favorably on the good name and reputation of the other
Party. Each Party shall comply with all laws, regulations and ordinances in


                                      -9-


dealing with each other and with third parties, and in performing their
respective obligations under this Agreement. Each Party shall refrain from
engaging in any unfair or deceptive trade practice or unethical business
practice that could unfavorably reflect upon the other Party and its products or
services.

7.     Warranties.

      7.1  No Conflict. Each Party represents and warrants to the other Party
that it is under no current obligation or restriction, nor will it knowingly
assume any such obligation or restriction that does or would in any way
interfere or conflict with, or that does or would present a conflict of interest
concerning the performance to be rendered hereunder or the rights and licenses
granted herein.

      7.2  Intellectual Property Warranty. AuctioNet represents and warrants to
PurchasePro that (a) AuctioNet is the sole owner of all rights, title, and
interest in and to the Software and Documentation; (b) AuctioNet has full and
sufficient right, title and authority to grant the rights and/or licenses
granted to PurchasePro under this Agreement; (c) the Software does not contain
any materials developed by a third party used by AuctioNet except pursuant to a
license agreement between AuctioNet and such third party; (d) PurchasePro shall
have all the right and license to use the Software and Documentation as provided
herein without the need to acquire any additional rights or licenses from any
third party; and (e) neither the Software nor any Trademarks of AuctioNet
infringe any patent, copyright, trade secret, trademark or other intellectual
property rights of a third party.

      7.3  Product Warranty. AuctioNet warrants that the Integrated Software
will perform in accordance with the requirements set forth in the Integration
Plan. If the Integrated Software does not perform in accordance with the
Integration Plan, AuctioNet shall, as its sole obligation, use its best efforts
to correct the Software, or if correction of the Software is not possible,
replace such Software free of charge.

      7.4  Virus Warranty. AuctioNet warrants to PurchasePro that it has tested
the Software to ensure that the Software does not contain any virus or other
harmful code.

      7.5  PurchasePro Warranties. PurchasePro represents and warrants to
AuctioNet that (a) PurchasePro has full title and ownership of the PurchasePro
Software; (b) it has full power and authority to grant the licenses granted to
AuctioNet under this Agreement; (c) the Trademarks of PurchasePro licensed to
AuctioNet hereunder do not infringe upon any third party copyright or trademark.

8.     Indemnification.

      8.1  AuctioNet Indemnification. AuctioNet shall indemnify, defend and
hold harmless PurchasePro and each PurchasePro Customer from any and all suits,
claims, proceedings, damages, liabilities, judgments, costs and expenses
(including reasonable attorneys' fees) incurred by PurchasePro or such
PurchasePro Customer arising out of or in connection with claims that the
Software or Integrated Software (excluding any PurchasePro Modification)
infringes any patent, copyright, trademark or trade right secret of a third
party, provided that PurchasePro (a) promptly gives written notice to AuctioNet
of any such claim or action, and (b) gives AuctioNet the right to control and
fully cooperates with AuctioNet in the defense of such claim or action,. If the
Software or the Integrated Software is, or in the opinion of AuctioNet may
become, the subject of any claim of infringement or if it is adjudicatively
determined that the Software or the Integrated Software infringes the rights of
any third party, then AuctioNet may, at its sole option and expense, either (a)
procure for PurchasePro the right from such third party to use the Software or
the Integrated Software, or (b) replace or modify the Software or Integrated
Software with other suitable and substantially equivalent products so that the
Software or Integrated Software, as applicable, becomes non-infringing. This
Section 8 sets forth AuctioNet's sole liability with respect to any infringement
of any intellectual property rights by the Software or the Integrated Software.


                                      -10-


      8.2  PurchasePro Indemnification. PurchasePro shall indemnify, defend and
hold harmless AuctioNet from any and all suits, claims, proceedings, damages,
liabilities, judgments, costs and expenses (including reasonable attorneys'
fees) incurred by AuctioNet arising out of or in connection with claims that the
PurchasePro Software or PurchasePro Modifications infringes any patent,
copyright, trademark or trade right secret of a third party, provided that
AuctioNet (a) promptly gives written notice to PurchasePro of any such claim or
action, and (b) gives PurchasePro the right to control and fully cooperates with
PurchasePro in the defense of such claim or action. This Section 8 sets forth
PurchasePro's sole liability with respect to any infringement of any
intellectual property rights by the PurchasePro Software or the PurchasePro
Modifications.

9.     Disclaimer of Warranties; Limitation of Liability.

      (a) EXCEPT AS EXPRESSLY PROVIDED HEREIN, AUCTIONET MAKES NO WARRANTIES 
OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THIS AGREEMENT, OR THE SOFTWARE, 
INTEGRATED SOFTWARE OR THE AUCTIONET SERVICES AND, TO THE MAXIMUM EXTENT 
PERMITTED BY LAW, SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR 
FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT.

      (b) EXCEPT FOR AUCTIONET'S LIABILITY ARISING UNDER SECTION 8 ABOVE OR
LIABILITY OF EITHER PARTY FOR BREACH OF SECTION 10, IN NO EVENT SHALL EITHER
PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR
PERFORMANCE OF THE SOFTWARE OR THE INTEGRATED SOFTWARE EXCEED THE TOTAL AMOUNT
ACTUALLY PAID BY PURCHASEPRO HEREUNDER. EXCEPT FOR LIABILITY ARISING UNDER
SECTIONS 8 AND 10 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY HAVE ANY
LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND
WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PARTIES AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION OF
RISK.

10.     Confidentiality.

      10.1  Confidential Information. Each Party (the "Receiving Party")
expressly acknowledges that in negotiating and/or performing under this
Agreement the other Party (the "Disclosing Party") has disclosed or may disclose
information relating to the Disclosing Party's business or technology which is
confidential or proprietary in nature and not intended to be disclosed to users
of theAuctioNet Services, Software or Integrated Software (including, without
limitation, source code for the Software, trade secrets, patents, patent
applications, copyrights, know-how, processes, ideas, inventions (whether
patentable or not), formulas, other computer programs, databases, technical
drawings, designs, algorithms, technology, circuits, layouts, designs,
interfaces, materials, schematics, names and expertise of employees and
consultants, any other technical, business, financial, customer information,
product development plans, supplier information, forecasts, strategies and other
confidential information), which to the extent previously, presently or
subsequently disclosed to the Receiving Party is hereinafter referred to as
"Confidential Information" of the Disclosing Party.

      10.2  Treatment of Confidential Information. The Receiving Party shall 
(a) hold the Disclosing Party's Confidential Information in confidence and 
take all commercially reasonable precautions to protect such Confidential 
Information (including, without limitation, all precautions the Receiving 
Party usually employs with respect to its own comparable confidential 
materials), (b) except as expressly provided herein, not disclose any such 
Confidential Information or any information derived therefrom to any third 
person, (c) not make any use whatsoever at any time of such Confidential 
Information except as necessary to exercise their rights and perform their 
obligations under this

                                      -11-


Agreement in strict accordance with the terms and conditions of this Agreement,
(d) except as expressly set forth herein, not copy or reverse engineer, or
attempt to derive the composition or underlying information, structure or ideas
of any such Confidential Information.

      10.3  Exclusions. The Disclosing Party agrees that Section 10.2 shall not
apply with respect to Confidential Information of the Disclosing Party that (a)
is or becomes generally available to the public through no improper action or
inaction by the Receiving Party or any of its affiliates, agents, consultants or
employees, (b) was properly in the Receiving Party's possession or known by it
prior to receipt from the Disclosing Party, (c) was rightfully disclosed to the
Receiving Party by a third party provided the Receiving Party complies with
restrictions imposed by the third party, or (d) was independently discovered or
derived by the Receiving Party without use of Confidential Information of the
Disclosing Party. Each Party, with prior written notice to the Disclosing Party,
may disclose such Confidential Information to the minimum extent possible that
is required to be disclosed to a governmental entity or agency, or pursuant to
the lawful requirement or request of a governmental entity or agency, provided
that reasonable measures are taken to guard against further disclosure,
(including without limitation, seeking appropriate confidential treatment or a
protective order, or assisting the other Party to do so) and has allowed the
Disclosing Party to participate in any proceeding that requires the disclosure.

11.     Ownership and Use of Data.

      With respect to all Member Information,Supplied Data, Transaction Data 
and Sanitized Transaction Data, the Parties agree that:

      11.1  Each Member shall own its own Member Information and Supplied Data;

      11.2  Each Member shall, with respect to any particular transaction to
which such Member is a party, jointly own along with the other party(ies) to
such transaction, without any rights of attribution or accounting, the
Transaction Data for such transaction; provided that such ownership shall be
subject to the ownership and use rights of PurchasePro and AuctioNet which are
set forth in this Agreement.

      11.3  Each Party shall own, without any obligation of accounting or
attribution to other Party, and may freely use or disclose as it individually
determines, Sanitized Transaction Data.

      11.4  Each Party may retain possession of, and make use of, copies of the
Member Information, Supplied Data and Transaction Data solely for the purpose of
(i) enabling PurchasePro and PurchasePro Customers to use theAuctioNet Services,
Software and Integrated Software, and (iii) otherwise performing AuctioNet's
obligations and responsibilities under this Agreement. Subject to the
restrictions set forth in Section 11.5 below, a Party's use of the Member
Information, Supplied Data and Transaction Data may include the storage,
display, parsing, modification, reproduction, copying, transmission,
translation, performance, publication, broadcast, preparation of derivative
works or dissemination thereof, internally by such Party.

      11.5  Except as otherwise set forth in the Agreement, each Party shall
maintain the confidentiality of, and shall not disclose, disseminate or provide
to any other person, firm, organization or third party (except for their
respective employees, agents, contractors, advisors or representatives who have
a reasonable need to know), Member Information, Supplied Data and Transaction
Data; provided, however, that the foregoing shall not apply to Member
Information, Supplied Data or Transaction Data that: (i) is or becomes publicly
known without violation of this Agreement; (ii) is already known to such Party
without restrictions at the time of its disclosure to such Party; (iii) after
its disclosure to AuctioNet, is made known to such Party without restrictions by
a third party having the right to do so; (iv) is legally required to be
disclosed by such Party pursuant to a judicial order from a court of competent
jurisdiction; or (v) is "Public Information" (i.e., information regarding a
Member, its products and services which is public in the normal course of
Member's business and operations and/or which is necessarily and


                                      -12-


appropriately public (and accessible by third parties within a marketplace) to
enable the working of transactions within a marketplace).

      11.6  Each Party shall take such actions as are necessary and appropriate
to obtain all necessary rights and releases required to permit and enable such
Party to possess and exercise the rights and perform the services and the
activities described in this Agreement with respect to the Member Information,
Supplied Data, Transaction Data and Sanitized Transaction Data.

12.     Term and Termination.

      12.1  Term. The term of this Agreement shall commence on the Effective
Date and shall continue in full force and effect thereafter unless terminated by
PurchasePro in accordance with Section 12.2.

      12.2  Termination. If either Party commits a material breach of this
Agreement which is not capable of being cured within thirty (30) days and fails
to (i) proceed promptly and diligently to correct the breach, (ii) develop
within thirty (30) days following written notice of such breach from the other
Party a complete plan for curing the breach, and (iii) cure the breach within
sixty (30) days of notice thereof, the non-breaching Party may terminate this
Agreement on written notice at any time following the end of such ninety (90)
day period.

      12.3  Effect of Termination. The following Sections shall survive the
termination or expiration of this Agreement: Sections 1, 2, 4, 7, 8, 9, 10, 11,
12 and 13 (except for Section 13.1). Notwithstanding the foregoing, in the event
of termination of this Agreement by AuctioNet pursuant to Section 12.2 due to
PurchasePro's uncured breach of any obligation set forth in Sections 2.1, 2.2, 4
or 10 of this Agreement ("AuctioNet Termination"), Sections 2 and 4 of this
Agreement shall remain in effect only for twelve (12) months after the date of
termination (the "Transition Period"). Further, upon notice of AuctioNet
Termination, the parties shall cooperate in all reasonable respects with one
another to facilitate a smooth transition so that PurchasePro may replace the
technology licensed hereunder with that of another provider. In this connection,
AuctioNet shall deliver to PurchasePro free of charge and without condition or
delay a copy of (A) all Member Information, Supplied Data, Transaction Data and
Sanitized Transaction Data in database format in AuctioNet's possession (except
for data such as credit card data that AuctioNet is prohibited by law or
contract from providing to third parties), (B) all table layouts, and (C) any
other information owned by PurchasePro pursuant hereto. AuctioNet shall be
compensated, at AuctioNet's applicable standard hourly rates, for any such
services that AuctioNet performs to prepare for and/or complete such services;
provided, however that AuctioNet's applicable standard hourly rates for any
person who performs such services shall not be greater than the rates that
AuctioNet would charge to a similarly situated customer for the same person's
services (i.e. AuctioNet shall not be entitled to charge PurchasePro a premium
for services that are being performed in connection with and AuctioNet
Termination. Further, AuctioNet shall, during the Transition Period continue, at
PurchasePro's request, the hosting services hereunder.

13.     Miscellaneous.

     13.1  Assignment. Neither Party may assign this Agreement or otherwise
transfer the license granted pursuant hereto, or any rights or obligations
hereunder, whether by operation of law or otherwise, without the prior written
consent of the other Party, not to be unreasonably withheld, except in the event
of any conveyance or other transfer of any capital securities of a Party, or any
other transaction whatsoever, the effect of which is to confer upon the
recipient or recipients thereof the ability to determine a majority of members
of such Party's board of directors or otherwise control the affairs of such
Party or a transfer of all or substantially all of the assets of a Party.


                                      -13-


     13.2  Waiver and Amendment. No modification, amendment or waiver of any
provision of this Agreement shall be effective unless in writing and signed by
the Party to be charged. No failure or delay by either Party in exercising any
right, power, or remedy under this Agreement, except as specifically provided
herein, shall operate as a waiver of any such right, power or remedy.

     13.3  Choice of Law; Arbitration; Venue. This Agreement shall be governed
by the laws of the California, excluding conflict of laws provisions. Any
disputes arising out of this Agreement shall be resolved by binding arbitration
in accordance with the then-current commercial arbitration rules of the American
Arbitration Association ("Rules"). The arbitration shall be conducted by one (1)
arbitrator appointed in accordance with the Rules and shall take place in San
Carlos, California. A judgment upon the award may be entered in any court having
jurisdiction of the parties, including without limitation the courts in San
Carlos, California. The non-prevailing Party in the arbitration shall pay all
fees and charges of the American Arbitration Association (including without
limitation reasonable attorney's fees).

      13.4  Notices. All notices, demands or consents required or permitted
under this Agreement shall be in writing. Notice shall be considered delivered
and effective on the earlier of actual receipt or when (a) personally delivered;
(b) the day following transmission if sent by facsimile followed by written
confirmation by registered overnight carrier or certified United States mail; or
(c) one (1) day after posting when sent by registered private overnight carrier
(e.g., DHL, Federal Express, etc.); or (d) five (5) days after posting when sent
by certified United States mail. Notice shall be sent to the parties at the
addresses set forth on the first page of this Agreement or at such other address
as shall be specified by either Party to the other in writing.

     13.5  Independent Contractors. The Parties are independent contractors
with respect to each other. Each Party is not and shall not be deemed to be an
employee, agent, partner or legal representative of the other for any purpose
and shall not have any right, power or authority to create any obligation or
responsibility on behalf of the other.

     13.6  Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be contrary to law, such provision shall be changed
and interpreted so as to best accomplish the objectives of the original
provision to the fullest extent allowed by law and the remaining provisions of
this Agreement shall remain in full force and effect.

     13.7  Force Majeure. Each Party to this Agreement shall be excused from
any delay or failure in its performance hereunder, other than for payment of
money, caused by any disruption or slow speed of the Internet, break-downs of
security or introduction of computer viruses (and the like) by third parties,
any labor dispute, government requirement, act of God, or any other cause beyond
its control. Such Party shall use best efforts to cure any such failure or delay
in performance arising from a force majeure condition, and shall timely advise
the other Party of such efforts.

     13.8  Complete Understanding. This Agreement including all Exhibits and
the non-disclosure agreement between the parties incorporated herein pursuant to
Section 10 of this Agreement, constitutes the final, complete and exclusive
agreement between the parties with respect to the subject matter hereof, and
supersedes any prior or contemporaneous agreement.

      13.9  Export Controls and U.S. Government Transactions. PurchasePro shall
comply with all applicable laws, rules and regulations, including without
limitation the United States Foreign Corrupt Practices Act and all applicable
United States export control laws and regulations, in connection with its use of
theAuctioNet Services, Software and Integrated Services under this Agreement.
Without limiting the preceding sentence, PurchasePro shall not permit any
residents of any countries to which the export or


                                      -14-


import of commodities and technical data is prohibited by the Export
Administration Regulations of the U.S. Department of Commerce, the international
Traffic In Arms Regulations of the U.S. Department of State or the Enhanced
Proliferation Control Initiative (collectively, "U.S. Export Controls") to
become members or to conduct any transaction using theAuctioNet Services,
Software and Integrated Services, and PurchasePro shall not export or re-export
or permit the export or re-export of the Software in violation of any U.S.
Export Control. AuctioNet agrees to reasonably assist PurchasePro in obtaining
any required export permissions at no additional cost to PurchasePro.

      13.10  Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and which, if taken
together, shall be deemed to constitute one and the same instrument.

      13.11  Construction. The fact that one Party drafted some or all of this
Agreement shall not be held against such Party in any dispute regarding
construction or interpretation of this Agreement or any part of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.

PURCHASEPRO.COM, INC.                     AUCTIONET.COM, INC.


By:                                       By:
   --------------------------                -------------------------------
Name:                                     Name:
     ------------------------                  -----------------------------
Title:                                    Title:
      -----------------------                   ----------------------------
Date:                                     Date:
     ------------------------                  -----------------------------


                                      -15-


                                    EXHIBIT A

                                    SOFTWARE

Ophelia 3.01 Auction Exchange Software

Ophelia is a proprietary robust, scalable application framework written in
perl5.

Ophelia's application framework includes the following:

1.    Object management
2.    Template Parsing and Caching
3.    Session Management
4.    Data persistence and retrieval
5.    Cache Management
6.    Authentication and Security
7.    Partner Management and Differentiation

Ophelia specific applications developed to date include:

1.    Auction Web Site
      a. Customer Registration, Recognition, Self Service
      b. Partner Integration for Customer Data and Authentication
      c. Credit Card/Payment Handling
      d. Catalog (Browse, Search, Product Information, Showcasing)
      e. Sales (Auctions, Bidding)

2.    Backend Management Tools for Auctions
      a. Sale Management
      b. Customer Management
      c. Product Management
      d. Order Management
      e. Supplier Management
      f. Partner Management
      g. Exchange Management

Ophelia related applications (non-dependent on the applications framework):

1.   Real time auction and bid information available in XML

2.   Messaging Services related to bidding, order processing, payment processing

3.   Payment Processing Tools

4.   Order Processing Tools

5.   Auction Scheduling Tools


                                      -16-


                                    EXHIBIT B

                        MAINTENANCE AND SUPPORT SERVICES

AuctioNet will provide Level 1 Support to PurchasePro Customers requesting
assistance. A transition program, including training and procedures, will be in
place for PurchasePro/NetBusiness B2B marketplace customer support to handle
inquiries through the existing channels, if so required. Notwithstanding the
foregoing, PurchasePro may at its option provide all Level 1 Support directly to
PurchasePro Customers.

Level 1 Support means the service provided to resolve minor problems with the
Software and/or problems related to the hosted physical infrastructure or
functionality.

PurchasePro shall use all commercially reasonable efforts to promptly provide
AuctioNet with notification of bugs encountered in the Software.

AuctioNet will provide Level 2 Support solely to PurchasePro, 24 hours per day,
7 days a week. Customer Support will be live from 7:00am PST to 7:00pm PST
Monday through Friday with on-call pager coverage outside those times.
PurchasePro and all PurchasePro Customers may also inquire with Customer Support
via e-mail. Customer Support will check e-mail on a daily basis and respond to
such e-mail by the close of each business day. Level 2 Support means all calls
or requests related solely to the AuctioNet Services and the Software and shall
include resolving problems whereby the Software or Integrated Software does not
function according to the Integration Plan either during installation or in
operation. In providing Level 2 Support, AuctioNet will make all reasonable
commercial efforts to contact PurchasePro within four (4) hours of a request
being submitted, and to resolve and/or provide specific action plans for
resolution within one (1) business day. On less critical Level 2 Support
requests, AuctioNet will be required to work only during normal business hours
to resolve the problem until resolved.

AuctioNet will promptly notify the PurchasePro Engagement Manager of any call or
request that exceeds the scope of the Level 1 Support. The AuctioNet Engagement
Manager will work with the PurchasePro Engagement Manager in determining a
solution to the problem.


                                      -17-


                                    EXHIBIT C

                                      FEES

PurchasePro shall pay to AuctioNet a total of $5,000,000 of which (i) $3,000,000
will constitute fees for the licenses granted in Section 2 and will be due and
payable upon the execution of this Agreement by both Parties hereto; and (ii)
the remaining $2,000,000 will constitute fees for the services by AuctioNet
pursuant to Section 5 (of which $1,000,000 will constitute fees for the
Integration Services ("Integration Fee")) and will be paid in Twenty-Four (24)
equal monthly installments (each, a "Monthly Installment") on the 1st of each
month, commencing on February 1, 2001 and with the last payment due on January
1, 2003.

Notwithstanding the foregoing, in the event that either (i) the Integration Plan
is not approved by PurchasePro pursuant to Section 5.2(c) by March 15, 2001 or
(ii) the Integration is not completed in a timely manner in accordance with the
time schedule set forth in the PurchasePro-approved Integration Plan, for each
and every month the Integration Plan is not approved or that Integration is not
completed in a timely manner, as applicable, the portion of the Monthly
Installment (then due and owing upon the expiration of such month) representing
the Integration Fee shall be deemed deferred by AuctioNet. Further, PurchasePro
shall no longer be obligated to pay the same for performance which is more than
ninety (90) days late. No amount shall be deemed waived or deferred by AuctioNet
if AuctioNet can reasonably demonstrate that PurchasePro unreasonably withheld
approval of the Integration Plan or that failure to complete the Integration on
a timely manner was the result of an act or failure to act by PurchasePro or the
occurrence of a force majeure event or condition stated in Section 13.7 of the
Agreement.


                                      -18-


                                    EXHIBIT D

                                 SERVICE LEVELS

1.    Site Infrastructure. AuctioNet will be responsible for all communications,
      hosting and connectivity costs and expenses associated with the
      AuctioNet's site. AuctioNet will provide all hardware, software,
      telecommunications lines and other infrastructure necessary to meet
      traffic demands on the AuctioNet Site from the PurchasePro global
      marketplace. AuctioNet will design and implement the network between the
      PurchasePro global marketplace and AuctioNet site such that (i) no single
      component failure will have a materially adverse impact on PurchasePro
      Customers seeking to reach the AuctioNet site from the PurchasePro global
      marketplace and (ii) no single line under material control by AuctioNet
      will run at more than 70% average utilization for a 5-minute peak in a
      daily period. In this regard, AuctioNet will provide PurchasePro, upon
      request, with a detailed network diagram regarding the architecture and
      network infrastructure supporting the AuctioNet site. In the event that
      AuctioNet elects to create a custom version of the AuctioNet site in order
      to comply with the terms of this Agreement, AuctioNet will bear
      responsibility for all aspects of the implementation, management and cost
      of such customized site.

2.    Optimization; Speed. AuctioNet will use commercially reasonable efforts to
      ensure that: (a) the functionality and features within the AuctioNet site
      are optimized for the client software then in use by PurchasePro
      Customers; and (b) the AuctioNet Site is designed and populated in a
      manner that minimizes delays when PurchasePro Customers attempt to access
      such site. At a minimum, AuctioNet will ensure that the AuctioNet site's
      data transfers initiate within fewer than fifteen (15) seconds on average.
      Prior to commercial launch of any material promotions described herein,
      AuctioNet will permit PurchasePro to conduct performance and load testing
      of the AuctioNet site (in person or through remote communications), with
      such commercial launch not to commence until such time as PurchasePro is
      reasonably satisfied with the results of any such testing.

3.    User Interface. AuctioNet will maintain a graphical user interface within
      the AuctioNet site that is competitive in all material respects with
      interfaces of other similar sites based on similar form technology.
      PurchasePro reserves the right to review and approve the user interface
      and site design prior to launch of the Integrated Software and to conduct
      focus group testing to assess compliance with respect to such consultation
      and with respect to AuctioNet's compliance with the preceding sentence.

4.    Technical Problems. AuctioNet agrees to use commercially reasonable
      efforts to address material technical problems (over which AuctioNet
      exercises control) affecting use by PurchasePro Customers of the AuctioNet
      site (an "AuctioNet Technical Problem") promptly following notice thereof.
      In the event that AuctioNet is unable to promptly resolve an AuctioNet
      Technical Problem following notice thereof from PurchasePro (including,
      without limitation, infrastructure deficiencies producing user delays),
      PurchasePro will have the right to regulate the promotions it provides to
      AuctioNet hereunder until such time as AuctioNet corrects the AuctioNet
      Technical Problem at issue.

5.    Monitoring. AuctioNet will ensure that the performance and availability of
      the AuctioNet site is monitored on a continuous basis. AuctioNet will
      provide PurchasePro with contact information (including e-mail, phone,
      pager and fax information, as applicable, for both during and after
      business hours) for AuctioNet's principal business and technical
      representatives, for use in cases when issues or problems arise with
      respect to the AuctioNet site.

6.    Telecommunications. Where applicable AuctioNet will utilize encryption
      methodology to secure data communications between the


                                      -19-


      Parties' data centers. The network between the Parties will be configured
      such that no single component failure will significantly impact
      PurchasePro Customers.

7.    Security. AuctioNet will utilize Internet standard encryption technologies
      (e.g., Secure Socket Layer - SSL) to provide a secure environment for
      conducting transactions and/or transferring private member information
      (e.g. credit card numbers, banking/financial information, and member
      address information) to and from the AuctioNet site. AuctioNet will
      facilitate periodic reviews of the AuctioNet site by PurchasePro in order
      to evaluate the security risks of such site. AuctioNet will promptly
      remedy any security risks or breaches of security as may be identified by
      PurchasePro.

8.    Technical Performance.

      (i)   AuctioNet will design the AuctioNet site to support the
            PurchasePro-client embedded versions of the Microsoft Internet
            Explorer 4.XX, 5.XX and 6.XX browsers (Windows and Macintosh) and
            the Netscape Browser 4.XX and 6.XX and make commercially reasonable
            efforts to support all other browsers designated by PurchasePro.

      (ii)  To the extent AuctioNet creates customized pages on the AuctioNet
            site for PurchasePro Customers, AuctioNet will develop and employ a
            methodology to detect PurchasePro Customers.

      (iii) AuctioNet will periodically review the technical information made
            available by PurchasePro.

      (iv)  AuctioNet will design its site to support HTTP 1.0 or later protocol
            as defined in RFC 1945 and to adhere to PurchasePro's parameters for
            refreshing or preventing the caching of information in PurchasePro's
            proxy system as outlined by PurchasePro.

      (v)   Prior to releasing material, new functionality or features through
            the AuctioNet site ("New Functionality"), AuctioNet will use
            commercially reasonable efforts to (i) test the New Functionality to
            confirm its compatibility with PurchasePro service client software,
            and (ii) provide PurchasePro with written notice of the New
            Functionality so that PurchasePro can perform tests of the New
            Functionality to confirm its compatibility with the PurchasePro
            service client software. Should any new material, new functionality
            or features through the AuctioNet site be released without
            notification to PurchasePro, PurchasePro will not be responsible for
            any adverse member experience until such time that compatibility
            tests can be performed and the new material, functionality or
            features qualified for the PurchasePro service.

9.    PurchasePro Internet Services Support. PurchasePro will provide AuctioNet
      with access to the standard online resources, standards and guidelines
      documentation, technical phone support, monitoring and after-hours
      assistance that PurchasePro makes generally available to similarly
      situated web-based partners. PurchasePro support will not, in any case, be
      involved with content creation on behalf of AuctioNet or support for any
      technologies, databases, software or other applications which are not
      supported by PurchasePro. Support to be provided by PurchasePro is
      contingent on AuctioNet providing to PurchasePro demo account information
      (where applicable), a detailed description of the AuctioNet site's
      software, hardware and network architecture and access to the AuctioNet
      site for purposes of such performance and load testing as PurchasePro
      elects to conduct.


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