Agreement and Plan of Reorganization - PurchasePro.com Inc. and Net Research Inc.

                          AMENDMENT NO. 2 TO AGREEMENT
                           AND PLAN OF REORGANIZATION


    This Amendment No. 2 to the Agreement and Plan of Reorganization (this
"Amendment") dated as of April 20, 2001 by and among PurchasePro.com, Inc., a
Nevada corporation ("PurchasePro"), NRI Merger Corporation, a Florida
corporation and wholly-owned subsidiary of PurchasePro (the "Merger
Subsidiary"), Net Research, Inc. (d/b/a BayBuilder), a Florida corporation
("NRI"), and Abu M. Rahman, the majority shareholder of NRI (the "Principal
Shareholder"). PurchasePro, the Merger Subsidiary, NRI and the Principal
Shareholder are collectively referred to herein as the "Parties."

                              W I T N E S S E T H :

    WHEREAS, the parties have previously executed and delivered that
certain Agreement and Plan of Reorganization dated as of March 5, 2001 and as
amended April 17, 2001 (as amended, the "Original Agreement") pursuant to which
the parties agreed to the merger of NRI with and into the Merger Subsidiary (the
"Merger"); and

    WHEREAS, the parties desire to amend the Original Agreement as set
forth in this Amendment;

    NOW, THEREFORE, in consideration of the premises and mutual agreements,
provisions and covenants contained in this Amendment, the parties hereby agree
as follows:

1.  CAPITALIZED TERMS. Unless otherwise defined in this Amendment,
    capitalized terms used in this Amendment shall have the meanings set
    forth in the Original Agreement.

2.  AMENDMENTS.

             2.1 Section 1.5(a) of the Original Agreement is hereby amended
    to read, in its entirety, as follows:

                      (a) CONVERSION OF NRI COMMON STOCK. Subject to the
    provisions of SECTION 1.8 below, each share of Common Stock, par value
    $0.001 per share, of NRI (the "NRI Common Stock") issued and
    outstanding immediately prior to the Effective Time (other than any
    share held in NRI's treasury) (the "Outstanding NRI Common Stock")
    shall be canceled and extinguished and automatically converted into and
    represent the right to receive (i) a pro rata portion of Three Million
    Dollars ($3,000,000) (the "Cash Consideration") less the Escrow Cash
    (as defined in SECTION 1.9 below), and (ii) that number of shares of
    Common Stock, par value $0.01 per share, of PurchasePro ("PurchasePro
    Common Stock") equal to the Exchange Ratio (as defined below) less the
    Escrow 



    Shares (as defined in SECTION 1.9 below), upon the surrender of
    the certificates representing such shares of NRI Common Stock in the
    manner provided in SECTION 1.6 below (or in the case of a lost, stolen
    or destroyed certificate, in the manner provided in SECTION 1.7 below).
    The "Exchange Ratio" means the quotient obtained by dividing (x) the
    quotient obtained by dividing Five Million Five Hundred Thousand
    Dollars ($5,500,000) by the Outstanding NRI Common Stock by (y) the
    average of the closing prices per share of PurchasePro Common Stock as
    quoted on the Nasdaq National Market and reported in The Wall Street
    Journal for the five (5) trading days immediately preceding (but not
    including) the Closing Date (the "Closing Share Price").

             2.2 Section 1.6(a) of the Original Agreement is hereby amended
    to read, in its entirety, as follows:

                      (a) EXCHANGE AGENT. PurchasePro shall act as the
    exchange agent (in such capacity, the "Exchange Agent") in the Merger.

             2.3 Section 1.6(c) of the Original Agreement is hereby amended
    to read, in its entirety, as follows:

                      (c) EXCHANGE PROCEDURES. Immediately after the
    Effective Time, the Surviving Corporation shall cause to be mailed to
    each holder of record of outstanding shares of NRI Common Stock whose
    shares were converted into the right to receive the Merger Shares and
    the Cash Consideration pursuant to SECTION 1.5(a), (i) a letter of
    transmittal, (ii) an Investment Representation Letter (as defined in
    SECTION 1.12 herein), (iii) a Shareholder Waiver Agreement (as defined
    in SECTION 5.1(g) herein) and (iv) instructions for use in effecting
    the surrender of the Certificates in exchange for certificates
    representing shares of Merger Shares (less the Escrow Shares) and Cash
    Consideration (less the Escrow Cash). Upon surrender of (i) a
    Certificate for cancellation to the Exchange Agent and (ii) such letter
    of transmittal, Investment Representation Letter and Shareholder Waiver
    Agreement, each duly completed and validly executed in accordance with
    the instructions thereto, the holder of such Certificate shall be
    entitled to receive in exchange therefor and PurchasePro shall promptly
    cause to be issued, a certificate representing the number of whole
    shares of Merger Shares (less the Escrow Shares), cash payment in lieu
    of fractional shares which such holder has the right to receive
    pursuant to SECTION 1.5, and such holder's pro rata portion of the Cash
    Consideration (less the Escrow Cash), and the Certificate so
    surrendered shall forthwith be canceled. Until so surrendered, each
    outstanding Certificate that, prior to the Effective Time, represented
    shares of NRI Common Stock will be deemed from and after the Effective
    Time, for all corporate purposes, other than the payment of dividends,
    to evidence the ownership of the number of full shares of Merger Shares
    (less the Escrow Shares), the pro rata portion of the Cash
    Consideration (less the Escrow Cash) into which such shares of
    PurchasePro Common Stock shall have been so converted and the right to


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    receive an amount in cash in lieu of the issuance of any fractional
    shares in accordance with SECTION 1.5.

             2.4 Section 1.9 of the Original Agreement is hereby amended to
    read, in its entirety, as follows:

                      1.9 ESCROW. On the Closing Date, PurchasePro shall
    deliver to the Escrow Agent: (i) Five Hundred Thousand Dollars
    ($500,000) of the Cash Consideration (the "Escrow Cash") and (ii) that
    number of shares of PurchasePro Common Stock equal to Three Hundred
    Fifty Thousand Dollars ($350,000), based on the Closing Share Price
    (the "Escrow Shares" and together with the Escrow Cash, the "Escrow
    Fund") for the purpose of securing the indemnification obligations of
    the NRI Common Shareholders (as defined hereinafter) set forth in this
    Agreement. The Escrow Cash and the Escrow Shares shall be held by the
    Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement
    substantially in the form of EXHIBIT A attached hereto (the "Escrow
    Agreement") by and among PurchasePro, the Escrow Agent and the
    Shareholder Representative (as defined in SECTION 1.11 below).

             2.5 Section 1.13 of the Original Agreement is hereby amended
    to read, in its entirety, as follows:

                      1.13 THE CLOSING. The closing of the transactions
    contemplated by this Agreement (the "Closing") shall occur commencing
    at 5 P.M. on April 20, 2001 in such manner as the Parties mutually
    agree (the "Closing Date").

             2.6 Section 2.7(g) of the Original Agreement is hereby amended
    to read, in its entirety, as follows:

                      (g) except as otherwise provided in SECTION 4.3(d)
    hereof, made any changes in any employee compensation, severance or
    termination agreement, commitment or transaction other than routine
    salary increases consistent with past practice or offer employment to
    any individuals;

             2.7 A new Section 2.29 is hereby added to the Original
    Agreement to read, in its entirety, as follows:

                      2.29 JUJARE PAYMENT. NRI has received and recorded in
    its books and records the payment of $37,125 from Srikanth Jujare for
    the shares of NRI Common Stock previously issued to him.

             2.8 Section 4.3(d) of the Original Agreement is hereby amended
    to read, in its entirety, as follows:


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                      (d) enter into, adopt or amend any Employee Benefit
    Plan or any employment or severance agreement or arrangement of the
    type described in SECTION 2.21(k) or increase in any manner the
    compensation or fringe benefits of, or materially modify the employment
    terms of, its directors, officers or employees, generally or
    individually, or pay any bonus or other benefit to its directors,
    officers or employees (except for (i) the payment of bonuses of $16,000
    each to Christopher Day and Michael Trader, (ii) bonus of $18,000 to
    Richard Lidinsky, III and (iii) a payment of $37,125 to Srikanth Jujare
    as compensation, which compensation payment is properly recorded in the
    NRI's books and records as a compensation payment).

             2.9 Section 4.3(m) of the Original Agreement is hereby amended
    to read, in its entirety, as follows:

                      (m) take any action or fail to take any action
    permitted by this Agreement with the knowledge that such action or
    failure to take action would result in (i) any of the representations
    and warranties of NRI set forth in this Agreement becoming untrue or
    (ii) any of the deliveries at Closing set forth in ARTICLE V not being
    made; or

             2.10 Section 4.10 of the Original Agreement is hereby amended
    to read, in its entirety, as follows:

                      4.10 CASH AS OF THE CLOSING DATE. NRI shall have at
    least $250,000 in cash as of the Closing Date.

             2.11 Article V of the Original Agreement is hereby amended to
    read, in its entirety, as follows:

                             ARTICLE V
                         CLOSING DELIVERIES

                      5.1 CLOSING DELIVERIES TO PURCHASEPRO. At the
    Closing, NRI shall cause the delivery to PurchasePro of the following
    items:

                               (a) The holders of at least ninety percent
    (90%) of the outstanding shares of NRI Common Stock shall have executed
    and delivered to PurchasePro the Registration Rights Agreement (either
    individually or by proxy) in the form attached hereto as EXHIBIT D (the
    "Registration Rights Agreement").

                               (b) NRI shall have executed and delivered to
    PurchasePro and the Merger Subsidiary a certificate (the "NRI
    Certificate") in the form of EXHIBIT E attached hereto.


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                               (c) Each of the NRI Common Shareholders who
    have consented to the Merger shall have executed and delivered to
    PurchasePro an Investment Representation Letter.

                               (d) Broad and Cassel, counsel to NRI, shall
    execute and deliver to PurchasePro an opinion in the form attached
    hereto as EXHIBIT F, addressed to PurchasePro and dated as of the
    Closing Date.

                               (e) NRI's secretary shall execute and
    deliver to PurchasePro a certificate in the form of EXHIBIT G attached
    hereto, certifying as of the Closing Date (i) a true and complete copy
    of the Articles of Incorporation and Bylaws of NRI certified as of a
    recent date by the Secretary of State of Florida, (ii) a certificate of
    each appropriate Secretary of State certifying the good standing of NRI
    in its state of incorporation and all states in which it qualified to
    do business, (iii) a true and complete copy of the resolutions of the
    board of directors of NRI and the resolutions of the NRI Common
    Shareholders, each authorizing this Agreement, the Merger and all the
    other documents to be delivered hereunder and duly and validly
    approving and adopting, as required by applicable law and, with respect
    to the resolutions of the NRI Common Shareholders, by the valid and
    affirmative vote of no less than ninety percent (90%) of the
    outstanding shares of NRI's capital stock entitled to vote thereon and
    (iv) incumbency matters.

                               (f) The Principal Shareholder shall execute
    and deliver to PurchasePro an Employment Agreement with PurchasePro in
    the form attached hereto as EXHIBIT H.

                               (g) Each shareholder of NRI that has
    executed the Registration Rights Agreement shall execute and deliver to
    PurchasePro a Shareholder Waiver Agreement in the form attached hereto
    as EXHIBIT I.

                               (h) The Escrow Agent and the Shareholder
    Representative shall execute and deliver to PurchasePro the Escrow
    Agreement.

                               (i) All officers, employees and consultants
    of NRI shall execute and deliver to PurchasePro proprietary information
    and inventions agreements in the form attached hereto as EXHIBIT J.

                               (j) Each of The Timken Company, Dofasco Inc.
    and Owens Corning shall execute and deliver to PurchasePro the
    applicable Consent to Assignment and Amendment to Service License
    Agreement in the form attached hereto as EXHIBIT N.

                      5.2 CLOSING DELIVERIES TO NRI. At the Closing,
    PurchasePro shall cause the delivery to NRI of the following items:


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                               (a) PurchasePro shall execute and deliver to
    NRI a certificate (the "PurchasePro Certificate") in the form attached
    hereto as EXHIBIT K.

                               (b) PurchasePro's Secretary shall execute
    and deliver to NRI a certificate in the form of EXHIBIT L attached
    hereto, certifying as of the Closing Date (i) a true and complete copy
    of the Certificate of Incorporation and Bylaws of PurchasePro certified
    as of a recent date by the Secretary of State of Nevada (ii) a
    certificate of Secretary of State of Nevada certifying the good
    standing of PurchasePro in its state of incorporation, (iii) a true and
    complete copy of the resolutions of the board of directors of
    PurchasePro, authorizing the execution, delivery and performance of
    this Agreement by PurchasePro and (iv) incumbency matters.

                               (c) Brobeck, Phleger & Harrison LLP, counsel to 
    PurchasePro, shall execute and deliver to NRI an opinion in the form 
    attached hereto as EXHIBIT M, addressed to NRI and the Principal 
    Shareholder and dated as of the Closing Date.

                               (d) PurchasePro shall execute and deliver to
    the Shareholder Representative the Registration Rights Agreement and
    the Escrow Agreement.

    Exhibit N, as referenced above in the revised Section 5.1(j) of the
    Original Agreement, is attached hereto as EXHIBIT A.

             2.12 Section 6.1 of the Original Agreement is hereby amended
    to read, in its entirety, as follows:


                      6.1 INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. The
    Principal Shareholder shall indemnify PurchasePro, the Surviving
    Corporation and their respective officers, directors, Affiliates,
    employees, agents, successors and assigns (collectively the
    "PurchasePro Group") in respect of, and hold it harmless against, any
    and all debts, obligations and other liabilities (whether absolute,
    accrued, contingent, fixed or otherwise, or whether known or unknown,
    or due or to become due or otherwise), monetary damages, fines, fees,
    penalties, interest obligations, deficiencies, losses and expenses
    (including amounts paid in settlement, interest, court costs, costs of
    investigators, fees and expenses of attorneys, accountants, financial
    advisors and other experts, and other expenses of litigation)
    ("Damages") incurred or suffered by any member of the PurchasePro Group
    thereof resulting from, relating to or constituting:


                               (a) breach of any covenant, representation,
    warranty or agreement made by NRI or the Principal Shareholder in or
    pursuant to this Agreement, or in other documents delivered in
    connection with the transactions 


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    contemplated in this Agreement (including, but not limited to, the 
    Employment Agreement);

                               (b) any failure of any NRI Common
    Shareholder to have good, valid and marketable title to the issued and
    outstanding NRI Common Stock issued in the name of such NRI Common
    Shareholder, free and clear of all Security Interests and any other
    encumbrances;

                               (c) any claim by a shareholder or former
    shareholder of NRI, or any other person or entity, seeking to assert,
    or based upon: (i) ownership or rights to ownership of any shares of
    stock of NRI; (ii) any rights of a shareholder (other than the right to
    receive the Merger Shares pursuant to this Agreement), including any
    option, preemptive rights, appraisal or dissenters' rights, or rights
    to notice or to vote; (iii) any rights under the Articles of
    Incorporation or Bylaws of NRI; or (iv) any claim that, his, her or its
    shares were wrongfully repurchased by NRI; or

                               (d) any Legal Proceedings listed in the
    Disclosure Schedule.

             2.13 Section 6.5(c) of the Original Agreement is hereby
    amended to read, in its entirety, as follows:

                      (c) CAP AMOUNT. The Principal Shareholder shall have
    no liability to any member of the PurchasePro Group, and PurchasePro
    shall have no liability to the NRI Common Shareholders, pursuant to
    their respective indemnification obligations in this ARTICLE VI to the
    extent that the total of all Damages (subject to the threshold
    requirements set forth in SECTION 6.5(b) above) paid by such
    indemnifying party pursuant to such indemnification obligations exceeds
    Eight Million Five Hundred Thousand Dollars ($8,500,000) in the
    aggregate.

             2.14 Article VII of the Original Agreement is hereby deleted
    in its entirety.

3.  EXHIBITS TO ORIGINAL AGREEMENT. The Exhibits to the Original Agreement
    shall be revised to reflect the execution of this Amendment. The
    Registration Rights Agreement shall also be revised to require
    PurchasePro to satisfy certain registration obligations within ninety
    (90) days of the Closing Date. The Escrow Agreement shall also be
    revised to reflect the provisions of SECTION 2.4 of this Amendment and
    changes consistent therewith. In addition, the NRI Certificate shall
    also be revised to include a certification by NRI that all Derivative
    Securities have been terminated or converted into NRI Common Stock.

4.  GOVERNING LAW. This Amendment shall be governed by the laws of the
    State of Nevada.


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5.  ORIGINAL AGREEMENT. Except as expressly amended hereby, the Original
    Agreement remains in full force and effect.

6.  COUNTERPARTS. This Amendment may be executed in one or more
    counterparts each of which shall be deemed an original and all of which
    together will constitute one and the same instrument.



                  [Remainder of Page Intentionally Left Blank]









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      IN WITNESS WHEREOF, the parties have duly executed this Agreement as of 
the date first above written.

                                     PURCHASEPRO.COM, INC.


                                     By:    /s/ Shawn McGhee
                                            ------------------------------
                                     Name:  Shawn McGhee
                                            ------------------------------
                                     Title: President
                                            ------------------------------


                                     NRI MERGER CORPORATION


                                     By:    /s/ Scott Wiegand
                                            ------------------------------
                                     Name:  Scott Wiegand
                                            ------------------------------
                                     Title: President
                                            ------------------------------


                                     NET RESEARCH, INC. (D/B/A BAYBUILDER)


                                     By:    /s/ Abu M. Rahman
                                            ------------------------------
                                     Name:  Abu M. Rahman
                                            ------------------------------
                                     Title: President
                                            ------------------------------


                                     PRINCIPAL SHAREHOLDER


                                     /s/ Abu M. Rahman
                                     -------------------------------------
                                     Abu M. Rahman


   [Signature Page to Amendment No. 2 to Agreement and Plan of Reorganization]





                                    EXHIBIT A

                       EXHIBIT N To the Original Agreement

        Consent to Assignment and Amendment to Service License Agreement

                                 [See Attached]


                                       A-1