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Mutual Release and Termination Agreement - America Online Inc. and Inc.


         This Mutual Release and Termination Agreement (this "Termination
Agreement"), dated as of September 15, 2001, is made and entered into by and
between America Online, Inc. ("AOL"), with offices located at 22000 AOL Way,
Dulles, Virginia 20166 and, Inc. ("PurchasePro"), a Nevada
corporation with principal offices located at 7690 West Cheyenne Avenue, Las
Vegas, Nevada 89129 (each a "Party" and collectively the "Parties").


         WHEREAS, AOL and PurchasePro are parties to multiple agreements bearing
effective dates prior to the Termination Effective Date, (collectively, the
"Agreements," but, specifically excluding the Continuing Agreements as defined

         WHEREAS, the Parties have agreed to terminate all Agreements.

         NOW, THEREFORE, in consideration of the terms and conditions set forth
in this Termination Agreement and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, AOL and PurchasePro
hereby agree to terminate the Agreements and release each other from their
respective obligations in accordance with the following terms and conditions:


1.       PAYMENT AMOUNT. AOL agrees to pay PurchasePro a guaranteed cash payment
         of One Million Five Hundred Thousand Dollars (US $1,500,000.00),
         payable within three (3) business days of execution hereof (the
         "Payment Amount") [...***...]


         (a)      AOL and PurchasePro hereby agree to terminate all Agreements
                  and any amendments to such Agreements (but specifically
                  excluding the Continuing Agreements), including without
                  limitation, the following:

                  (i)      the IMA;

                  (ii)     Technology Development Agreement dated March 15, 2000
                           (the "Technology Development Agreement" or "TDA");

                  (iii)    Bulk Subscriptions Sales Agreement dated December 1,
                           2000, as amended; and

                  (iv)     Advertising Services Agreement dated December 1, 2000
                           (the "ASA").

         (b)      As stated above, the Agreements subject to this Termination
                  Agreement shall specifically exclude the Continuing
                  Agreements. For the avoidance of doubt, the Parties
                  acknowledge that this Termination Agreement shall have no
                  affect on either Parties' rights or obligations under any
                  Continuing Agreement. For purposes of this Termination
                  Agreement, "Continuing Agreements" shall mean the 
                  following: [...***...]


         In addition to the foregoing, the Parties acknowledge and agree that
         this Termination Agreement shall become effective only and immediately
         after the Parties execution of this Termination Agreement (the
         "Termination Effective Date").

3.       JOINTLY DEVELOPED TECHNOLOGY. The Parties acknowledge and agree that as
         of the Termination Effective Date, the Jointly Developed Technology
         includes, and is limited to, the technology set forth in Schedule A
         attached hereto with all rights of ownership and use (including all
         Intellectual Property Rights related thereto) as set forth in Section
         7.5 thereof, which, shall survive termination of the TDA. The Parties
         acknowledge and agree that within thirty (30) days of the Termination
         Effective Date, each Party shall, for each disparate item of technology
         set forth 


         on Schedule A, complete performance of any required action of such
         Party set forth on Schedule A for such item of technology.

4.       SURVIVAL.

         (a)      Notwithstanding the survival provisions of any of the
                  Agreements terminated by this Termination Agreement, except to
                  the extent specifically modified pursuant to this Section 4 of
                  this Termination Agreement, the provisions of the Agreements
                  which by their terms are intended to survive termination of
                  such Agreements shall survive the termination effected hereby.
                  Without limiting the generality of the foregoing, the Parties
                  to this Termination Agreement agree and acknowledge that:

                  (i)      the following provisions shall specifically survive
                           termination of the Agreements in which such
                           provisions are contained: IMA, Sections 3.9.4, 5.3
                           (as modified by Section 4(a)(ii) below) and 5.4; IMA,
                           Exhibit F, Sections 3 - 9 (with Section 3 hereby
                           amended to include such tradenames, trademarks and
                           services marks of AOL as are contained in the AOL
                           Exchange as of the Termination Effective Date or are
                           hereafter furnished to PurchasePro by AOL for the
                           purpose of modifying the branding of the AOL
                           Exchange), 11 - 16 (including all provisions relating
                           to use of data after termination), 18 - 22, 24 - 30;
                           TDA, Sections 4.2(c), 4.3(g), 12 and the sections
                           enumerated in Section 8.4 of the TDA (subject to the
                           modifications to Section 7 of the TDA set forth in
                           Section 4(b)(ii) below);

                  (ii)     neither party shall have any payment obligations
                           under any of the Agreements, whether related to
                           Continued Linking rights (as described in Section 5.3
                           of the Interactive Marketing Agreement rights),
                           guaranteed fixed payments, revenue sharing payments,
                           commissions or otherwise, except as set forth in this
                           Termination Agreement or any Continuing Agreement;

                  (iii)    All solicitations by PurchasePro using information
                           contained in the NetBusiness Card database as
                           permitted under Exhibit F of the IMA, shall be
                           subject to the following:

                           (x)      if such proposed solicitation is of a
                                    PurchasePro product existing as of the
                                    Termination Effective Date and is to be
                                    conducted in a manner (e.g., content and
                                    frequency of solicitation) which is
                                    consistent with the types of communications
                                    set forth on Schedule C attached hereto,
                                    then PurchasePro may conduct such
                                    solicitation; provided, however, that
                                    PurchasePro will reasonably consider any
                                    suggestions from AOL related to such
                                    proposed solicitation.

                           (y)      PurchasePro will provide AOL with reasonable
                                    advance written notice (in no event less
                                    than thirty (30) days) of any solicitations
                                    not described in the foregoing Section
                                    4(a)(iii)(x). With respect to such
                                    solicitations, the Parties will work
                                    together in good faith to create a mutually
                                    agreeable marketing message that complies
                                    with all applicable privacy policies. If,
                                    however, the Parties are unable to agree on
                                    the advisability or content of such proposed
                                    solicitation, AOL shall provide PurchasePro
                                    with a written listing of its objections to
                                    such proposed solicitation and, if
                                    PurchasePro is unable or unwilling to modify
                                    the proposed solicitation to address such
                                    objections, the matter shall be referred for
                                    resolution in accordance with the dispute
                                    resolution procedures set forth in Section 8
                                    of the IMA (in the event AOL does not
                                    provide such a listing within ten (10)
                                    business days from receipt of written notice
                                    of the proposed solicitation, AOL shall be
                                    deemed to have no objections and the
                                    proposed solicitation shall be 


                                    deemed approved by AOL). The Management
                                    Committee or arbitrators, as the case may
                                    be, shall devise a resolution which
                                    addresses the objections of AOL to the
                                    extent that AOL's objections are reasonably
                                    designed to protect a legitimate interest or
                                    right of AOL and does not unduly restrict
                                    the ability of PurchasePro to effectively
                                    market its products. If these dispute
                                    resolution procedures have been invoked, no
                                    disputed proposed solicitation shall be
                                    implemented until such dispute resolution
                                    process has been completed. Once a proposed
                                    solicitation has been approved by AOL or is
                                    otherwise permitted to be implemented
                                    pursuant to this section 4 (a) (iii) (y),
                                    such solicitations shall be deemed to be,
                                    and treated as, solicitations for a
                                    PurchasePro existing product existing as of
                                    the Termination Effective Date and treated
                                    in accordance with 4 (a) (iii) (x) above.

         (b)      Without limiting the generality of Section 4(a) above, the
                  Parties agree and acknowledge that notwithstanding any
                  inconsistent term of the TDA or IMA, after the execution of
                  this Termination Agreement at no cost to AOL:

                  (i)      Until such time as AOL delivers notice to PurchasePro
                           that AOL no longer desires that PurchasePro do so or
                           March 14, 2003, whichever occurs first, PurchasePro
                           will continue to: (x) Host the Platform for the AOL
                           Exchange (defined as the Marketplace resulting from
                           the collective efforts of PurchasePro and AOL prior
                           to the Termination Effective Date which, as of the
                           Termination Effective Date, is manifested as the
                           "Netbusiness Marketplace" located at the URL:
                  after the
                           termination of the IMA and TDA in a manner materially
                           consistent and substantially similar to the manner in
                           which the AOL Exchange was hosted by PurchasePro
                           immediately prior to the Termination Effective Date;
                           and (y) ensure that the Hosting of the AOL Exchange
                           is maintained in a manner that is materially
                           compliant with the Hosting and Operating Standards
                           set forth in Exhibit A to the TDA.

                  (ii)     AOL shall retain its licenses granted under Section 7
                           of the TDA; provided that the parties acknowledge and
                           agree that: (x) such licenses for all PurchasePro
                           Technology and PurchasePro Private Marketplace
                           Technology are object code licenses (i.e., not source
                           code licenses); (y) within thirty (30) days of the
                           Termination Effective Date the Parties shall enter
                           into a mutually agreed upon form of software escrow
                           agreement for the source code underlying the
                           PurchasePro Technology and PurchasePro Private
                           Marketplace Technology (the "PurchasePro Source
                           Code") which software escrow agreement shall provide
                           for the release of the PurchasePro Source Code to AOL
                           in the event of PurchasePro's insolvency or an
                           uncured failure to perform maintenance obligations
                           with respect to either the Purchase Pro Technology or
                           the Purchase Pro Private Marketplace Technology; and,
                           accordingly (z) AOL's right to modify the Purchase
                           Pro Technology and the Purchase Pro Private
                           Technology shall, notwithstanding the language set
                           forth in Section 7 of the TDA, not arise until such
                           time, if ever, as the PurchasePro Source Code is
                           released to AOL under the terms of such software
                           escrow agreement.

                  (iii)    Until such time as AOL delivers notice to PurchasePro
                           that AOL no longer desires that PurchasePro do so or
                           March 14, 2003, whichever occurs first, to the extent
                           that PurchasePro develops, creates or licenses any
                           Purchase Pro Improvements, PurchasePro will make such
                           Purchase Pro Improvements available to AOL. Any such
                           PurchasePro Improvements made available to AOL are
                           hereby deemed for all purposes to be Purchase Pro
                           Technology and shall be 


                           licensed to AOL under the license provisions
                           pertaining to Purchase Pro Technology.
                           Notwithstanding any other provision to the contrary,
                           AOL shall only use Purchase Pro Improvements as
                           incorporated or integrated into, or otherwise in
                           conjunction with, PurchasePro Technology previously
                           licensed to AOL.

                  (iv)     PurchasePro will permit AOL to maintain a Continued
                           Link; provided that AOL shall have no obligation to
                           actually establish or maintain such Continued Link
                           and, regardless of whether AOL elects to maintain
                           such Continued Link, no revenue share or other fees
                           shall be payable by AOL under Section 5.3 of the IMA
                           or any other provision of either the IMA or the TDA.

5.       RELEASE. Effective upon the Termination Effective Date, and subject to
         Section 4 above, each Party releases and forever discharges the other
         Party and all of its stockholders, employees, agents, successors,
         assigns, legal representatives, affiliates, directors and officers from
         and against any and all actions, claims, suits, demands, payment
         obligations or other obligations or liabilities of any nature
         whatsoever, whether known or unknown, which such Party or any of its
         stockholders, employees, agents, successors, assigns, legal
         representatives, affiliates, directors or officers have had, now have
         or may in the future have directly or indirectly arising out of (or in
         connection with) any of the Agreements including any activities
         undertaken pursuant to any of the Agreements.


                  take such further action (including, but not limited to, the
                  execution, acknowledgment and delivery of documents or other
                  tangible items in such Party's possession) as may reasonably
                  be requested by the other Party in order to facilitate the
                  implementation and performance of this Termination Agreement.
                  Notwithstanding anything set forth herein, AOL and PurchasePro
                  may consider future opportunities to transact business in a
                  form and regarding such matters deemed appropriate by the

         (b)      CONFIDENTIALITY.

                  (i)      Except as expressly set forth in the press release
                           attached hereto as Schedule B, neither AOL nor
                           PurchasePro shall disclose the existence of this
                           Termination Agreement or the terms hereof without the
                           prior approval of the other Party, nor publish or
                           release any other press release, promotional
                           materials or other public statement regarding or
                           referencing the other Party except: (a) as may be
                           required by law, rule, regulation, or government or
                           court order, or rules or regulations of any
                           securities exchange; (b) in the case of confidential
                           disclosures on a need to know basis to employees,
                           consultants, counsel, accountants, investors or other
                           professional advisers of the Party and its
                           affiliates; (c) in connection with required tax and
                           accounting disclosures; or (d) in connection with any
                           proceeding to enforce any term of this Termination
                           Agreement. In addition to the foregoing, neither
                           Party shall make any disparaging statements against
                           the other Party. The foregoing sentence shall not
                           apply to any statements made (x) pursuant to any of
                           the exceptions to the first sentence of this
                           paragraph, (y) in any court proceeding or (z) to any
                           governmental entity.

                  (ii)     In the event that either Party determines it must
                           issue a press release or other disclosure without the
                           consent of the other Party in reliance on Section
                           6(b)(i)(a) above, , the disclosing Party shall
                           provide prompt written notice to the non-disclosing
                           Party, but in no event (absent circumstances beyond
                           the reasonable control of the disclosing Party) shall
                           such written notice be provided later than five (5)
                           business days prior to such disclosure. Further, in
                           the event 


                           such disclosure is required of either Party under the
                           laws, rules or regulations of the Securities and
                           Exchange Commission or any other applicable governing
                           body, such Party will (i) redact mutually agreed-upon
                           portions of this Termination Agreement to the fullest
                           extent permitted under applicable laws, rules and
                           regulations and (ii) submit a request to the SEC or
                           such governing body that such portions of this
                           Termination Agreement receive confidential treatment
                           under the laws, rules and regulations of the
                           Securities and Exchange Commission or otherwise be
                           held in the strictest confidence to the fullest
                           extent permitted under the laws, rules or regulations
                           of any other applicable governing body.

         (c)      ENTIRE AGREEMENT. This Termination Agreement is the entire
                  agreement between the Parties regarding the subject matter
                  contained herein. It supersedes, and its terms govern, all
                  prior proposals, agreements, or other communications between
                  the Parties, oral or written, regarding the subject matter
                  contained herein. This Termination Agreement shall not be
                  modified or amended unless done so in a writing signed by
                  authorized representatives of both Parties.

         (d)      APPLICABLE LAW. This Termination Agreement shall be
                  interpreted, construed and enforced in all respects in
                  accordance with the laws of the Commonwealth of Virginia,
                  without regards to its conflicts of laws principals. Each
                  Party irrevocably consents to the jurisdiction of the courts
                  of the Commonwealth of Virginia, in connection with any action
                  to enforce the provisions of this Termination Agreement or
                  arising under or by reason of this Termination Agreement.

         (e)      ASSIGNMENT. Neither Party shall assign this Termination
                  Agreement or any right, interest or benefit under this
                  Termination Agreement without the prior written consent of the
                  other Party; provided that, assignment by a Party to a
                  successor by way of merger, consolidation or sale of all or
                  substantially all of such Party's stock or assets shall not
                  require the consent of the other Party. Subject to the
                  foregoing, this Termination Agreement shall be fully binding
                  upon, inure to the benefit of and be enforceable by the
                  Parties hereto and their respective successors and assigns.

         (f)      CONSTRUCTION. In the event that any provision of this
                  Termination Agreement conflicts with the law under which this
                  Termination Agreement is to be construed or if any such
                  provision is held invalid by a court with jurisdiction over
                  the Parties to this Agreement, such provision shall be deemed
                  to be restated to reflect as nearly as possible the original
                  intentions of the Parties in accordance with applicable law,
                  and the remainder of this Termination Agreement shall remain
                  in full force and effect.

         (g)      COUNTERPARTS. This Termination Agreement may be executed in
                  counterparts, each of which shall be deemed an original and
                  all of which together shall constitute one and the same

         (h)      DEFINED TERMS. Except as specifically noted to the contrary
                  herein, defined terms used, but not defined in this
                  Termination Agreement shall have the meanings given them in
                  the Agreement in which such defined terms are expressly
                  defined. Other terms used in this Termination Agreement are
                  defined in the context in which they are used and shall have
                  the meanings there indicated. In the event a term defined in
                  this Termination Agreement is also defined in one or more of
                  the Agreements, the term shall be as defined in this
                  Termination Agreement.

         (i)      ORDER OF PRECEDENCE. In the event of any conflicts between the
                  provisions contained in this Termination Agreement and the
                  provisions of any of the Agreements, the provisions contained
                  in this Termination Agreement shall prevail. Any defined terms
                  used in the 


                  Agreements and the Continuing Agreements which are wholly or
                  partially re-defined by this Termination Agreement shall be
                  interpreted in such Agreements as being so re-defined.

                           [SIGNATURE PAGE TO FOLLOW]


IN WITNESS WHEREOF, the Parties hereto have executed this Termination Agreement
as of the date first above written.


By:      ________________________           By:      _________________________

Print Name: _____________________           Print Name: ______________________

Title:   ________________________           Title:   _________________________

Date:    ________________________           Date:    _________________________


                                   SCHEDULE A
                          JOINTLY DEVELOPED TECHNOLOGY

TECHNOLOGY COMMENTS ACTION REQUIRED Consists of code for marketplace Marketplace Search product search and marketplace AOL to deliver source code to PPRO supplier search (version 2.5) Consists of code that enables Transparent Registration seamless registration of AOL to deliver source code to PPRO Netbusiness card holders into the (version 1.0) Netbusiness marketplace powered by PPRO, which includes API calls to the Screen Name Service Consists of redesigned buy flow, New User Interface sell flow, global navigation and PPRO to deliver HTML for all pages design templates affected by redesign to AOL (launched on 8/3/01) Vertical Solution Package Consists of template code for AOL to deliver source code to PPRO displaying vertical partner (Alpha and Bravo versions) content
9 SCHEDULE B PRESS RELEASE PURCHASEPRO RESTRUCTURES AOL RELATIONSHIP Las Vegas - DATE - PurchasePro (Nasdaq: PPRO) today announced that it has restructured its relationship with America Online, Inc. Under the new agreement, the companies' mutual promotional and payment obligations will cease and future guaranteed payments of $20.7 million by PurchasePro to America Online will be eliminated. The agreement also includes a one-time payment to PurchasePro of $1.5 million in satisfaction of existing obligations. AOL will have the option of utilizing PurchasePro software for the Netscape Netbusiness Marketplace and the companies will work together to identify opportunities that will mutually benefit both companies. Richard L. Clemmer, PurchasePro Chief Executive Officer, said, "We are pleased to have reached this agreement with AOL and we believe it will be of mutual benefit to both companies moving forward as AOL looks for opportunities to make NetBusiness even more successful in the future." About PurchasePro PurchasePro(r),, is a business-to-business e-commerce leader with the stated goal of providing software to enable enterprises of all sizes to gain universal access to the world's largest commerce network. The PurchasePro commerce network comprises more than 251,000 businesses and powers hundreds of private-label marketplaces. PurchasePro provides the following business-to-business e-commerce solutions: e-Procurement for corporate procurement; e-Source for strategic sourcing, v-Distributor for online distributors; and e-MarketMaker for Internet market makers. Safe Harbor 10 SCHEDULE C COMMUNICATIONS TO THE MEMBER BASE AS OF THE TERMINATION EFFECTIVE DATE 1) Solicitations to member base a. PURPOSE: to ensure the customer is gaining maximum value from their participation in the Netbusiness marketplace b. CONTENT: further education of how to use the e-commerce application (posting catalogs, processing purchase orders, etc.) and upsell existing PPRO products and/or services (options and add-ons) based on the member's profile and/or feedback c. EXAMPLE: PPRO contacts a roofing company in the marketplace because PPRO has identified a large buyer for roofing supplies that is seeking suppliers from the network. d. MEANS: e-mail or phone e. FREQUENCY: Once per quarter 2) Educational communications of member base a. PURPOSE: education and training on e-commerce application b. CONTENT: initial welcome kit to the application, ongoing training and education (step-by-step instructions on how to use/leverage different components of the application) c. EXAMPLE: PPRO sends training modules (documents, audio/video streaming, etc.) to members on how to create catalogs, send purchase orders, etc. d. MEANS: mail, phone, e-mail, PPRO website, Gateway retail outlets e. FREQUENCY: Once per month 3) General communications to member base a. PURPOSE: application updates including new features (standard or optional) b. CONTENT: user guides and product update sheets c. EXAMPLE: PPRO sends communication to members on how the user interface has changed and how to maximize the new tool to increase value. d. MEANS: mail or e-mail e. FREQUENCY: Once per quarter NOTE: THE EXAMPLES LISTED IN SUBSECTION C OF EACH SECTION ABOVE ARE FOR ILLUSTRATION PURPOSES ONLY. 11
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