<PAGE>

                       TECHNOLOGY DEVELOPMENT AGREEMENT
                       --------------------------------

     This Technology Development Agreement ("Agreement") is made and entered
into as of March 15, 2000 between America Online, Inc., a Delaware corporation
("AOL"), and PurhasePro.com, Inc. ("Purchase Pro"), a Nevada corporation, with
reference to the following:

     A.   Purchase Pro has developed an e-commerce engine for the creation of
          on-line Marketplaces, and also operates various public and private
          Marketplaces.

     B.   AOL owns, operates and distributes various online services, sites and
          related products.

     C.   AOL and Purchase Pro are concurrently entering into that certain
          Interactive Marketing Agreement ("Interactive Marketing Agreement")
          pursuant to which AOL and Purchase Pro will create, promote and
          distribute the AOL Exchange to enable customers to transact business
          online in a variety of industries and Marketplaces.

     D.   AOL and Purchase Pro are entering into this Agreement to set forth the
          terms on which they shall jointly develop and launch the Platform for
          the AOL Exchange.

     NOW THEREFORE, based upon the foregoing premises, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, AOL
and Purchase Pro hereby agree as follows:

1.  Definitions.
    -----------

     1.1  Certain Terms.  The following terms shall have the following
          -------------
respective meanings for purposes of this Agreement:

          (a)  "AOL Network" has the meaning set forth in the Interactive
               Marketing Agreement.

          (b)  "AOL Private Marketplace Technology" means any and all
               improvements, enhancements or modifications to the AOL Technology
               and new components, modules or functionality that AOL may create,
               develop or license during the Term independently of the joint
               development activities of AOL and Purchase Pro hereunder
               specifically for any private Marketplace or Exchange operated or
               enabled by AOL, or that AOL may otherwise incorporate during the
               Term in any private Marketplace or Exchange operated or enabled
               by AOL, and all related Intellectual Property Rights; provided,
               however, that AOL Private Marketplace Technology shall not
               include any portions of such AOL Private Marketplace Technology
               (and related Intellectual Property Rights) that are also included
               in any public Marketplace operated or enabled by AOL.
<PAGE>

          (c)  "AOL Project Manager" means Gregg Stewart and/or other
               individual(s) designated by AOL in consultation with Purchase Pro
               to serve as AOL's manager of the development activities to be
               jointly undertaken by Purchase Pro and AOL hereunder.

          (d)  "AOL Exchange" means the Exchange to be developed and created by
               AOL and Purchase Pro hereunder and promoted and distributed by
               AOL pursuant to the Interactive Marketing Agreement.

          (e)  "AOL Technology" means Technology now or hereafter owned or
               controlled by AOL that AOL determines in consultation with
               Purchase Pro to use in connection with the Platform and the AOL
               Exchange during the Term, including without limitation AOL's
               Instant Messaging software (commonly known as AIM), AOL Calendar,
               the Netscape browser, AOL Quick Checkout, Shopping Cart, and Web
               Board, and any enhancements, modifications and improvements to
               any of the foregoing developed or created during the Term, and
               all Intellectual Property Rights relating to the foregoing, but
               shall not include the iPlanet Platform Technology, the iPlanet
               Vortex Technology or the Jointly Developed Technology.

          (f)  "Change of Control" has the meaning set forth in the Interactive
               Marketing Agreement.

          (g)  "Exchange" means an on-line aggregation of Marketplaces enabling
               customers to purchase, sell and otherwise procure goods and
               services over the Internet across a multitude of vertical and
               horizontal business markets, industries and segments.

          (h)  "Existing Purchase Pro Platform" means Purchase Pro's currently
               existing technological platform for creating and operating
               Marketplaces and Exchanges.

          (i)  "Hosting" means provision of all required technical hosting
               services and infrastructure for the AOL Exchange, including
               without limitation all telecommunications lines, connectivity,
               hardware, software, and other communications infrastructure
               necessary to meet the traffic demands of the AOL Exchange and to
               comply with the requirements of the Interactive Marketing
               Agreement applicable to such matters.

          (j)  "Intellectual Property Rights" means any and all rights under
               copyright, patent, trademark, trade secret, and all other
               intellectual property laws as may now exist or hereafter come
               into existence throughout the world, and all applications,
               registrations, renewals, divisions and continuations thereof.

          (k)  "Interactive Service" has the meaning set forth in the
               Interactive Marketing Agreement.

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<PAGE>

          (l)  "iPlanet" means the contractual alliance between AOL and Sun
               Microsystems, Inc. ("Sun") established pursuant to that certain
               Strategic Development and Marketing Agreement, dated November 23,
               1998, between AOL and Sun.

          (m)  "iPlanet Platform Technology" means those specific iPlanet e-
               commerce applications commonly referred to as ECXpert and
               BuyerXpert and similar Technology developed through iPlanet that
               AOL and Purchase Pro mutually determine to incorporate or include
               in the Platform, all enhancements, modifications and improvements
               to any of the foregoing developed or created through iPlanet as
               to which AOL has the right and ability to grant the licenses set
               forth in Section 7.2 below, and all related Intellectual Property
               Rights, but shall not include the AOL Technology or the iPlanet
               Vortex Technology.

          (n)  "iPlanet Vortex Technology" means the specific iPlanet digital
               marketplace Technology commonly referred to as Vortex or any
               components thereof that AOL and Purchase Pro mutually determine
               to incorporate or include in the Platform and all related
               Intellectual Property Rights, but shall not include the AOL
               Technology, or iPlanet Platform Technology.

          (o)  "Jointly Developed Technology" means all new Technology jointly
               developed or created by AOL and Purchase Pro during the Term
               pursuant to the joint development activities under this
               Agreement, including without limitation (i) any interfaces for
               the AOL Technology, AOL Private Marketplace Technology, Purchase
               Pro Technology, Purchase Pro Private Marketplace Technology,
               iPlanet Platform Technology, iPlanet Vortex Technology and Third
               Party Technology, and (ii) any enhancements, modifications or
               improvements to or derivative works based upon the Existing
               Purchase Pro Platform, Purchase Pro Technology, iPlanet Platform
               Technology, iPlanet Vortex Technology and Third Party Technology
               that are jointly created and developed by AOL and Purchase Pro
               hereunder, and all Intellectual Property Rights relating to the
               foregoing, but shall not include the AOL Technology, AOL Private
               Marketplace Technology, the iPlanet Platform Technology, the
               iPlanet Vortex Technology, Purchase Pro Technology and the
               Purchase Pro Private Marketplace Technology, and all Intellectual
               Property Rights relating to the foregoing.

          (p)  "Marketplace" means a public or private interactive on-line
               network for the purchase, sale and procurement of goods and
               services over the Internet in a specific business market,
               industry or segment, including all related service and content
               offerings.

          (q)  "Operation" means tracking of visitors to the AOL Exchange,
               "tagging" of registered users of the AOL Exchange, identification
               and

                                      -3-
<PAGE>

               tracking of transactions and payments subject to the revenue
               provisions of the Interactive Marketing Agreement, billing and
               collection of associated transaction revenues, and generation of
               activity, traffic and payment reports and information and
               ensuring the reliability, availability and scaleability of the
               systems for all of the foregoing in a manner necessary to meet
               the traffic demands of the AOL Exchange and to comply with the
               requirements of the Interactive Marketing Agreement applicable to
               such matters.

          (r)  "Phase I" means the initial phase of development of the Platform
               and the AOL Exchange to be performed jointly by AOL and Purchase
               Pro hereunder, as more fully described in Section 2 below.

          (s)  "Phase I Version" means the version of the Platform and the AOL
               Exchange to be developed and launched jointly by AOL and Purchase
               Pro pursuant to Phase I, as more fully described in Section 2.2
               below.

          (t)  "Phase II" means the second phase of development of the Platform
               and the AOL Exchange to be performed jointly by AOL and Purchase
               Pro hereunder, as more fully described in Section 3 below.

          (u)  "Phase II Version" means the version of the Platform and the AOL
               Exchange to be developed and launched jointly by AOL and Purchase
               Pro pursuant to Phase II, as more fully described in Section 3.2
               below.

          (v)  "Phase III" means the third phase of development of the Platform
               and the AOL Exchange to be performed jointly by AOL and Purchase
               Pro hereunder, as more fully described in Section 4 below.

          (w)  "Phase III Version" means the version of the Platform and the AOL
               Exchange to be jointly developed and launched by AOL and Purchase
               Pro pursuant to Phase III, as more fully described in Section 4.2
               below.

          (x)  "Platform" means the technological platform for the AOL Exchange
               to be jointly developed by AOL and Purchase Pro hereunder
               (including without limitation the Phase I Version, Phase II
               Version, and Phase III Version) incorporating or using some or
               all of the Purchase Pro Technology, Purchase Pro Private
               Marketplace Technology, AOL Technology, AOL Private Marketplace
               Technology, Jointly Developed Technology, iPlanet Platform
               Technology, iPlanet Vortex Technology and Third Party Technology,
               as determined pursuant to the terms and conditions of this
               Agreement.

          (y)  "Purchase Pro Competitor" has the meaning set forth in the
               Interactive Marketing Agreement.

          (z)  "Purchase Pro Exchange" means the public Exchange currently
               operated by Purchase Pro and any enhancements, modifications and

                                      -4-
<PAGE>

               improvements thereto and new versions thereof developed, created
               or operated by Purchase Pro during the Term.

          (aa) "Purchase Pro Improvements" means any and all enhancements,
               modifications or improvements to the Purchase Pro Technology and
               new components, modules or functionality that Purchase Pro may
               create, develop or license during the Term independently of the
               joint development activities of AOL and Purchase Pro hereunder
               specifically for any public Marketplaces or Exchanges, or
               otherwise incorporate during the Term in any public Marketplaces
               or Exchanges operated by Purchase Pro, and all related
               Intellectual Property Rights.

          (bb) "Purchase Pro Private Marketplace Technology" means any and all
               enhancements, modifications or improvements to the Purchase Pro
               Technology and new components, modules or functionality that
               Purchase Pro may create, develop or license during the Term
               independently of the joint development activities of AOL and
               Purchase Pro hereunder specifically for any private Marketplaces
               or Exchanges operated or enabled by Purchase Pro, or that
               Purchase Pro may otherwise incorporate during the Term in any
               private Marketplaces or Exchanges operated or enabled by Purchase
               Pro, and all related Intellectual Property Rights; provided,
               however, that Purchase Pro Private Marketplace Technology shall
               not include any portions of the Purchase Pro Private Marketplace
               Technology (and related Intellectual Property Rights) that are
               also included in any public Marketplace operated or enabled by
               Purchase Pro.

          (cc) "Purchase Pro Project Manager" means Mike Ford and/or other
               individual(s) designated by Purchase Pro in consultation with AOL
               to serve as Purchase Pro's manager of the development activities
               to be jointly undertaken by Purchase Pro and AOL hereunder.

          (dd) "Purchase Pro Technology" means the Existing Purchase Pro
               Platform, all Technology relating to such Existing Purchase Pro
               Platform and the Purchase Pro Exchange, all Purchase Pro
               Improvements, and all other Technology owned or controlled by
               Purchase Pro, and all Intellectual Property Rights relating to
               any of the foregoing, but does not include the Purchase Pro
               Private Marketplace Technology and related Intellectual Property
               Rights.

          (ee) "Technology" means systems, architectures, integration means and
               mechanisms, integration systems, interfaces, software, products,
               information, technology, models, designs, processes, know-how,
               specifications, inventions, algorithms, databases, trade secrets,
               tools and other technology.

          (ff) "Third Party Technology" means any and all proprietary Technology
               owned or controlled by a third party that AOL and

                                      -5-
<PAGE>

               Purchase Pro jointly determine to incorporate, include or license
               in connection with the development and use of the Platform, and
               all related Intellectual Property Rights.

    1.2   Other Terms.  Other capitalized terms used herein are defined in
          -----------
the following respective sections of this Agreement:


          "Agreement"                                Preamble
          "Alliance Contact Officer"                 Section 13.1
          "AOL"                                      Preamble
          "AOL Names"                                Section 2.2(e)
          "Bankruptcy Code"                          Section 14.2
          "Confidential Information"                 Section 12.1
          "Development Fee"                          Section 6.1
          "Dispute"                                  Section 13.1
          "GUI"                                      Section 3.2(a)
          "Indemnified Party"                        Section 10.3
          "Indemnifying Party"                       Section 10.3
          "Interactive Marketing Agreement"          Recital C
          "Name Space Integration"                   Section 2.2(e)
          "New Functionality"                        Exhibit A
          "Notice"                                   Section 14.1
          "Phase III Plan"                           Section 4.2
          "Phase I Project Team"                     Section 2.1
          "Phase II Project Team"                    Section 3.1
          "Purchase Pro"                             Preamble
          "Purchase Pro Technical Problem"           Exhibit A
          "Restrictions"                             Section 4.2(c)
          "Suppliers"                                Section 2.2(g)
          "Term"                                     Section 8.1

2.   Phase I.
     -------

      2.1 Development and Staffing. Immediately upon execution of this
          ------------------------
Agreement, AOL and Purchase Pro shall jointly proceed as expeditiously as
possible to develop and launch the Phase I Version, which shall have the
features and functionality set forth in Section 2.2 below. In connection with
such development, the parties shall provide the services of the following
personnel (collectively, "Phase I Project Team"):

          (a)  Purchase Pro shall provide the services of (i) one (1) project
               manager (who may be the Purchase Pro Project Manager), (ii) one
               (1) systems architect, (iii) four (4) product
               designers/developers, and (v) two (2) personnel for quality
               assurance testing.

          (b)  AOL shall provide the services of (i) one (1) project manager
               (who may be the AOL Project Manager), (ii) one (1) engineer to
               implement the Name Space Integration requirements set forth (and
               as defined) below, and (iii) at least one (1) product designer.

                                      -6-
<PAGE>

          (c)  The Phase I Project Team shall also include such additional
               personnel and expertise as Purchase Pro and AOL shall mutually
               determine. The personnel to be provided by each of Purchase Pro
               and AOL (as applicable) may consist of existing employees,
               consultants or independent contractors, as well employees,
               consultants or independent contractors of affiliated entities, as
               described in Section 5.2 below.

     2.2  Phase I Version.  The Phase I Version shall consist of the Existing
          ---------------
Purchase Pro Platform and the Purchase Pro Exchange in its currently existing
form (or portion(s) or segment(s) thereof designated by AOL), without any
changes to the design, layout, "look and feel," functionality, location or
content thereof, except for the following:

          (a)  The Phase I Version shall be branded by AOL or an AOL designated
               affiliate (with sub- or ingredient branding for Purchase Pro in a
               form to be mutually determined by AOL and Purchase Pro). AOL
               currently intends to brand the AOL Exchange under the Netscape
               brandname but AOL may also provide access to the AOL Exchange
               through one or more brands of AOL or other AOL designated
               affiliates without Netscape branding.

          (b)  The Phase I Version shall have the capability and functionality
               for the inclusion of advertisements, banners and other
               promotional content on the AOL Exchange (which shall be specified
               by AOL in accordance with the provisions of the Interactive
               Marketing Agreement).

          (c)  At any time before or after the launch of the Phase I Version, by
               written notice to Purchase Pro, AOL may elect, subject to the
               last sentence of this subsection (c), to exclude or block users
               of the AOL Exchange from accessing from the AOL Exchange content
               or service offerings on the Purchase Pro Exchange or in any other
               Marketplaces and Exchanges that are linked or networked to the
               AOL Exchange if any such content or service offering is from or
               relates to an Interactive Service, or if permitting access to
               such content or service offering would violate a contractual
               obligation that AOL has to one of its exclusive or preferred
               partners. Throughout the Term, AOL shall use commercially
               reasonable efforts to limit the scope of any such restrictions to
               ensure that any such restrictions are narrowly tailored and do
               not materially adversely affect the overall economic return
               enjoyed by the parties from the AOL Exchange or the long-term
               commercial viability of the AOL Exchange. If AOL elects to
               exclude or block users of the AOL Exchange from accessing content
               or service offerings pursuant to this subsection (c), the
               provisions of Section 1 of Exhibit E to the Interactive Marketing
               Agreement shall apply.

          (d)  Each page of the AOL Exchange shall have (i) AOL or AOL affiliate
               branded headers and footers, (ii) be located on the URL for the

                                      -7-
<PAGE>

               appropriate AOL affiliate with the AOL affiliate as the primary
               domain (e.g., www.PurchasePro.aol.com or
               www.PurchasePro.netscape.com or such other primary domain URL as
               AOL shall designate), such that AOL receives credit for all
               traffic thereto, in each case in accordance with AOL's (or the
               applicable AOL affiliate's) then current generally applicable
               standards, and (iii) contain navigational links to specific
               properties within the AOL Network (as determined by AOL), in each
               case subject to the applicable terms of the Interactive Marketing
               Agreement.

          (e)  The Phase I Version and the AOL Exchange shall include a process
               ("Name Space Integration") by which the (i) AOL user names ("AOL
               Names") of visitors to the AOL Exchange will be accepted by the
               AOL Exchange for identification purposes, (ii) the AOL Exchange
               will not accept any name for identification purposes other than a
               visitor's AOL Name (other than any visitor that already has a
               registered Purchase Pro name) and (iii) the user name selected by
               a visitor to the AOL Exchange who does not have a pre-existing
               AOL or Purchase Pro Name will automatically be assigned as the
               AOL Name for such visitor. The parties shall use commercially
               reasonable efforts to implement a Name Space Integration
               procedure that is as seamless as practicable to visitors to the
               AOL Exchange.

          (f)  The Phase I Version shall include download links to AOL's Instant
               Messaging application and Netscape's Internet Browser to enable
               users to download such client software.

          (g)  AOL shall have the right to approve and control all suppliers of
               goods and services ("Suppliers") to be included in the AOL
               Exchange (and the Phase I Version thereof) and in all AOL-branded
               or AOL-affiliate branded Marketplaces and Exchanges to be linked
               or networked to the AOL Exchange (and the Phase I Version
               thereof). At any time before or after the launch of the Phase I
               Version, by written notice to Purchase Pro, AOL may elect,
               subject to the second to last sentence of this subsection (g), to
               exclude or block users of the AOL Exchange from accessing from
               the AOL exchange Suppliers in the Purchase Pro Exchange or in any
               other Marketplaces and Exchanges that are linked or networked to
               the AOL Exchange if such a Supplier is an Interactive Service, or
               if permitting access to such a Supplier would violate a
               contractual obligation that AOL has to one of its exclusive or
               preferred partners. Throughout the Term, AOL shall use
               commercially reasonable efforts to limit the scope of any such
               contractual obligation to ensure that any such obligation is
               narrowly tailored and does not materially adversely affect the
               overall economic return enjoyed by the parties from the AOL
               Exchange or the long-term commercial viability of the AOL
               Exchange. Purchase Pro will block or exclude such Suppliers and
               Marketplaces and Exchanges within three (3) business days after
               receipt of AOL's notice. The

                                      -8-
<PAGE>

               Suppliers and Marketplaces and Exchanges to be initially excluded
               from the Phase I Version of the AOL Exchange shall be determined
               in accordance with the following procedure:

             (i)  Within three (3) business days after execution of this
                  Agreement Purchase Pro will provide AOL with a schedule of all
                  Suppliers currently included in the Purchase Pro Exchange and
                  all Marketplaces and Exchanges that may currently be accessed
                  by users of the Purchase Pro Exchange.

             (ii) AOL shall review the schedule submitted by Purchase Pro and
                  will notify Purchase Pro in writing within three (3) business
                  days after receipt of Purchase Pro's schedule of any
                  Suppliers, Marketplaces or Exchanges that AOL requires to be
                  excluded or blocked from the Phase I Version. Purchase Pro
                  will take all actions necessary to exclude or block such
                  Suppliers, Marketplaces and Exchanges within three (3)
                  business days after receipt of AOL's notice.

The Phase I Project Team shall implement such changes to the design, layout and
functionality of the Existing Purchase Pro Platform and the current version of
Purchase Pro Exchange as are necessary to implement the foregoing features and
functions, all of which are sometimes collectively referred to herein as the
"Phase I Features."

    2.3   Phase II Planning. During Phase I, AOL and Purchase Pro shall prepare
          -----------------
the operating plan for Phase II and for the design, implementation, launch and
operation of the Phase II Version.

     2.4  Timing and Launch.  The Phase I Version will be launched in stages,
          -----------------
with the initial launch (which shall commence promptly after execution hereof)
to consist of the current version of the Purchase Pro Exchange (or portion(s) or
segment(s) thereof designated by AOL) and the URL required under Section 2.2(d)
above, with AOL or AOL affiliate designated branding, Name Space Integration,
and other Phase I Features to be subsequently phased in. The parties shall use
commercially reasonable efforts to complete the launch of the Phase I Version
with all required Phase I Features within fourteen (14) days after the date
hereof. If for any reason the parties are unable to comply with the schedule for
completion of the launch of the Phase I Version or experience any material
delays in such schedule, the AOL Project Manager and the Purchase Pro Project
Manager shall mutually determine the reasons for such delay and shall allocate
additional resources, initiate revised communications processes and/or implement
such other procedures and operational changes and corrective actions as may be
necessary to prevent or redress such delay and comply with the launch schedule.
All launch versions of the Phase I Version of the AOL Exchange shall be subject
to AOL's approval, not to be unreasonably withheld.

     2.5  Hosting, Operation and Other Matters.
          ------------------------------------

          (a)  Purchase Pro shall be responsible at its sole cost and expense
               for the Hosting of the Phase I Version of the AOL Exchange. In
               connection

                                      -9-
<PAGE>

               therewith, Purchase Pro shall comply with all of the Hosting and
               Operating Standards set forth in Exhibit A attached hereto and
               incorporated herein by reference. AOL operations personnel may
               review Purchase Pro's infrastructure and procedures for Hosting
               of the Phase I Versions, and Purchase Pro will use commercially
               reasonable efforts to implement any changes recommended by AOL's
               operations personnel. While Purchase Pro is Hosting the Phase I
               Version of the AOL Exchange, Purchase Pro will provide AOL, at
               two week intervals or at such other reasonable intervals as the
               parties mutually agree, with back-up copies of all user
               identification and transaction data contained within the AOL
               Exchange database.

          (b)  Purchase Pro shall be responsible at its sole cost and expense
               for Operation of the Phase I Version. In connection therewith,
               Purchase Pro shall comply with all of the Hosting and Operating
               Standards set forth in Exhibit A attached hereto and incorporated
               herein by reference. AOL operations personnel may review Purchase
               Pro's infrastructure and procedures for Operation of the Phase I
               Version, and Purchase Pro will use commercially reasonable
               efforts to implement any changes recommended by AOL's operations
               personnel. As the party responsible for Operation of the Phase I
               Version, Purchase Pro will track all visitors to the Phase I
               Version and will "tag" all registered users of the Phase I
               Version as AOL Exchange users based upon the new URL required to
               be used under Section 2.2(d) above, and will generate and provide
               AOL with copies of activity and traffic reports and information
               in accordance with AOL's policies and the requirements of the
               Interactive Marketing Agreement.

          (c)  Purchase Pro will maintain and support the code for the Phase I
               Version at its sole cost and expense.

          (d)  At its sole cost and expense, Purchase Pro will provide customer
               support for operation of the Phase I Version at a level that is
               at least as high as the level of customer support that Purchase
               Pro provides for the Purchase Pro Exchange.

          (e)  After launch of the Phase I Version of the AOL Exchange and until
               the launch of the Phase II Version of the AOL Exchange, Purchase
               Pro will use commercially reasonable efforts to provide all
               systems integration services required in connection with the
               operation of Phase I Version and the timely integration of new
               Suppliers, Marketplaces and enterprise resource systems into the
               Phase I Version. Purchase Pro shall be reimbursed for its actual
               costs of providing such services plus an overhead factor equal to
               10% of such actual costs, which amount shall be paid to Purchase
               Pro by AOL and/or the third party requiring such services.
               Purchase Pro will notify AOL if it believes that the provision of
               such services will have

                                      -10-
<PAGE>

               a material adverse impact on the development schedule for the
               Platform.

          (f)  After launch of the Phase I Version of the AOL Exchange and until
               the launch of the Phase II Version of the AOL Exchange, AOL and
               Purchase Pro shall jointly develop and launch such updates and
               revisions to the Phase I Version of the AOL Exchange as they
               shall mutually determine without materially interfering with the
               schedule for development and launch of the Phase II Version of
               the AOL Exchange.

3. Phase II.
   --------

     3.1  Development and Staffing.  Immediately upon incorporation of all Phase
          ------------------------
I Features into the Phase I Version, AOL and Purchase Pro shall jointly proceed
as expeditiously as possible to develop and launch the Phase II Version, which
shall have the features and functionality set forth in Section 3.2 below.
Development of the Phase II Version shall be undertaken by the Phase I Project
Team, which shall be supplemented by not less than four (4) additional personnel
designated and provided by Purchase Pro and two (2) additional personnel
designated and provided by AOL (and such other personnel as AOL and Purchase PRO
shall mutually determine) ("Phase II Project Team"). Planning for the Phase II
Version and implementation of Phase II shall commence upon execution of this
Agreement concurrently with the commencement of Phase I.

    3.2   Phase II Version.  The Phase II Version shall be the same as the Phase
          ----------------
I Version (including without limitation all of the Phase I Features), subject to
the following changes:

          (a)  The overall user experience of the AOL Exchange and the Phase II
               Version shall be redesigned, modified and revised in such manner
               as AOL shall reasonably determine, including without limitation
               (i) a new graphic user interface ("GUI"), (ii) changes to the
               layout, design and "look and feel," (iii) increased capacity for
               advertising, banners and other promotional content as compared to
               the Phase I Version, (iv) other features and functionality, (v)
               product and content offerings and (vi) other revisions, all as
               AOL shall reasonably determine. The foregoing revisions,
               modifications and changes to the overall user experience of the
               Phase II Version shall be designed by or under the supervision of
               AOL and then developed and integrated by Purchase Pro through the
               Phase II Project Team. AOL shall have final approval over all
               such revisions, modifications and changes, not to be unreasonably
               withheld.

          (b)  AOL shall have the right, subject to the last sentence of this
               subsection (b) to approve and control all Suppliers to be
               included in the AOL Exchange (and the Phase II Version thereof)
               and in all AOL-branded or AOL-affiliate branded Marketplaces and
               Exchanges to be linked or networked to the AOL Exchange (and the
               Phase II Version

                                      -11-
<PAGE>

               thereof). At any time before or after the launch of the Phase II
               Version, by written notice to Purchase Pro, AOL may elect to
               exclude or block users of the AOL Exchange from accessing from
               the AOL Exchange Suppliers in the Purchase Pro Exchange or in any
               other Marketplaces and Exchanges that are linked or networked to
               the AOL Exchange if such a Supplier is an Interactive Service, or
               if permitting access to such a Supplier would violate a
               contractual obligation that AOL has to one of its exclusive or
               preferred partners. Throughout the Term, AOL shall use
               commercially reasonable efforts to limit the scope of any such
               contractual obligation to ensure that any such obligation is
               narrowly tailored and does not materially adversely affect the
               overall economic return enjoyed by the parties from the AOL
               Exchange or the long-term commercial viability of the AOL
               Exchange. Purchase Pro will block or exclude such Suppliers and
               Marketplaces and Exchanges within three (3) business days after
               receipt of AOL's notice.

          (c)  At any time before or after the launch of the Phase II Version,
               by written notice to Purchase Pro, AOL may elect, subject to the
               last sentence of this subsection (c), to exclude or block users
               of the AOL Exchange from accessing from the AOL Exchange content
               or service offerings on the Purchase Pro Exchange or in any other
               Marketplaces and Exchanges that are linked or networked to the
               AOL Exchange if any such content or service offering is from or
               relates to an Interactive Service, or if permitting access to
               such content or service offering would violate a contractual
               obligation that AOL has to one of its exclusive or preferred
               partners. Throughout the Term, AOL shall use commercially
               reasonable efforts to limit the scope of any such restrictions to
               ensure that any such restrictions are narrowly tailored and do
               not materially adversely affect the overall economic return
               enjoyed by the parties from the AOL Exchange or the long-term
               commercial viability of the AOL Exchange. If AOL elects to
               exclude or block users of the AOL Exchange from accessing content
               or service offerings pursuant to this subsection (c), the
               provisions of Section 1 of Exhibit E to the Interactive Marketing
               Agreement shall apply.

          (d)  The Phase II Version shall include download links to AOL's
               Instant Messaging application and Netscape's Internet Browser to
               enable users to download such client software.

          (e)  The Phase II Version will also include systems and procedures
               required to be developed to (i) implement the payment tracking
               and reporting provisions of the Interactive Marketing Agreement,
               (ii) resolve name space integration issues and (iii) provide any
               other functionality required under the Interactive Marketing
               Agreement.

                                      -12-
<PAGE>

          (f)  In addition to the foregoing features, the Phase II Version will
               also include such other features and functionality as AOL and
               Purchase Pro shall mutually determine.

    3.3   Timing and Launch.  The Phase II Version will be launched in stages
          -----------------
with additional features and functionality to be added as and when completed.
The parties shall use commercially reasonable efforts to complete the launch of
the final Phase II Version within ninety (90) days after the date hereof. If for
any reason the parties are unable to comply with the schedule for completion of
the launch of the Phase II Version or experience any material delays in such
schedule, the AOL Project Manager and the Purchase Pro Project Manager shall
mutually determine the reasons for such delay and shall allocate additional
resources, initiate revised communications processes and/or implement such other
procedures and operational changes and corrective actions as may be necessary to
prevent or redress such delay and comply with the launch schedule. All launch
versions of the Phase II Version of the AOL Exchange shall be subject to AOL's
approval, not to be unreasonably withheld.

    3.4   Hosting, Operation and Other Matters.
          ------------------------------------
          (a)  Purchase Pro will be responsible for the Hosting of the Phase II
               Version. In connection therewith, Purchase Pro shall comply with
               all of the applicable Hosting and Operating Standards set forth
               in Exhibit A. AOL operations personnel may review Purchase Pro's
               infrastructure and procedures for Hosting of the Phase II
               Version, and Purchase Pro will use commercially reasonable
               efforts to implement any changes recommended by AOL's operations
               personnel. While Purchase Pro is Hosting the Phase II Version of
               the AOL Exchange, Purchase Pro will provide AOL, at two week
               intervals or at such other reasonable intervals as the parties
               mutually agree, with back-up copies of all user identification
               and transaction data contained within the AOL Exchange database.
               Notwithstanding the foregoing, upon written notice to Purchaser
               Pro, AOL will have the right at any time to elect to take over
               Hosting of the Phase II Version or to require that such Hosting
               be provided by a third party designated by AOL. Each party shall
               pay and be responsible for its own costs and expenses of Hosting
               the Phase II Version; provided however, if AOL elects to take
               over Hosting of the Phase II Version or to require that such
               Hosting be provided by a third party designated by AOL, then (i)
               other than Purchase Pro's personnel costs (which AOL will not be
               obliged to reimburse), AOL shall bear 100% of the migration and
               start-up costs associated with the such take over of Hosting by
               AOL or such third party and (ii) Purchase Pro shall split evenly
               with AOL, AOL's reasonable costs and expenses to provide or have
               a third party provide such Hosting once the migration is complete
               (however, in no event will Purchase Pro be required to contribute
               monthly to AOL more than one hundred percent (100%) of Purchase
               Pro's monthly total normal operational costs and expenses of
               providing Hosting at the time AOL elected to take over Hosting of
               the Phase II Version or

                                      -13-
<PAGE>

               required that such Hosting be provided by a third party
               designated by AOL). The parties will develop and implement an
               appropriate migration procedure in the event that AOL elects to
               take over (or requires a third party to take over) the Hosting of
               the Phase II Version from Purchase Pro. Such migration procedure
               will include identification and negotiation of any changes to
               existing third party licenses or new third party licenses that
               may be required in order to implement the change in Hosting. In
               connection therewith, Purchase Pro will use commercially
               reasonable efforts to complete the migration process in an
               orderly manner promptly after receipt of AOL's notice. AOL and
               Purchase Pro shall mutually determine the respective
               responsibilities of the parties for the costs of Hosting
               migration. In no event shall Purchase Pro cease primary Hosting
               of the Phase II Version until such time as the migration process
               has been fully completed.

          (b)  Purchase Pro shall be responsible at its sole cost and expense
               for Operation of the Phase II Version. In connection therewith,
               Purchase Pro shall comply with all of the applicable Hosting and
               Operating Standards set forth in Exhibit A. AOL operations
               personnel may review Purchase Pro's infrastructure and procedures
               for Operation of the Phase II Version, and Purchase Pro will use
               commercially reasonable efforts to implement any changes
               recommended by AOL's operations personnel. As the party
               responsible for Operation of the Phase II Version, Purchase Pro
               will track all visitors to the Phase II Version and will "tag"
               all registered users of the Phase II Version as AOL Exchange
               users based upon the new URL required to be used under Section
               2.2(d) above, and will generate and provide AOL with copies of
               activity and traffic reports and information in accordance with
               AOL's policies and the requirements of the Interactive Marketing
               Agreement.

          (c)  Purchase Pro will maintain and support the code for the Phase II
               Version at its sole cost and expense, except as AOL and Purchase
               Pro shall mutually determine.

          (d)  Purchase Pro will provide front line (also known as "level 1")
               customer support for the operation of the Phase II Version at a
               level that is at least as high as the level of front line
               customer support that Purchase Pro provides for the Purchase Pro
               Exchange. At its election AOL may take over or engage a third
               party to provide front line customer support for the operation of
               the Phase II Version. Each of Purchase Pro and AOL shall provide
               back line (also known as "level 2") customer support for its own
               components of the Phase II Version, regardless of which party
               provides front line customer support. Each of AOL and Purchase
               Pro shall be responsible for its own costs and expenses of
               providing front and back line customer support for the Phase II
               Version; provided however, if AOL elects to take over front

                                      -14-
<PAGE>

               line customer support of the Phase II Version or to require that
               such front line customer support be provided by a third party
               designated by AOL, AOL shall be responsible for all costs and
               expenses associated with providing such front line customer
               support.

          (e)  Purchase Pro will use commercially reasonable efforts to provide
               all systems integration services required in connection with the
               operation of Phase II Version and the timely integration of new
               Suppliers, Marketplaces and enterprise resource systems into the
               Phase II Version. Purchase Pro shall be reimbursed for its actual
               costs of providing such services plus an overhead factor equal to
               10% of such actual costs, which amount shall be paid to Purchase
               Pro by AOL and/or the third party requiring such services.
               Purchase Pro will notify AOL if it believes that the provision of
               such services will have a material adverse impact on Phase II and
               the development schedule for the Phase II Version or the
               Platform.

          (f)  After launch of the Phase II Version of the AOL Exchange and
               until the launch of the Phase III Version of the AOL Exchange,
               AOL and Purchase Pro shall jointly develop and launch such
               updates and revisions to the Phase II Version of the AOL Exchange
               as they shall mutually determine without materially interfering
               with the schedule for development and launch of the Phase III
               Version of the AOL Exchange.

4.  Phase III and Additional Development Activities.
    -----------------------------------------------

    4.1   Phase III Version.  While the Phase I Version and the Phase II Version
          -----------------
are based largely upon the Existing Purchase Pro Platform and Purchase Pro
Exchange in its current form, the parties intend that the Phase III Version will
be a new, redesigned platform incorporating or using the Purchase Pro
Technology, AOL Technology, iPlanet Platform Technology, Jointly Developed
Technology, and possibly some or all of the iPlanet Vortex Technology and Third
Party Technology. It is the intention of the parties that the AOL Exchange will
feature a substantial set of the AOL Technology that is generally included in
other AOL offerings for the business market. AOL and Purchase Pro shall jointly
proceed as expeditiously as possible to develop and launch the Phase III
Version. Phase III shall proceed concurrently with Phase I and Phase II.

    4.2   Phase III Plan.  As the first step of Phase III, the AOL Project
          --------------
Manager and the Purchase Pro Project Manager shall form a planning team for
Phase III which shall proceed to prepare a detailed plan for the specifications,
design, implementation, launch and operation of the Phase III Version ("Phase
III Plan"). Such planning team shall consist of the AOL Project Manager, the
Purchase Pro Project Manager, the equivalent of a total of approximately five
(5) full-time personnel from AOL and five (5) full-time personnel from Purchase
Pro, and such other personnel from AOL and Purchase Pro as each of them shall
designate. The planning process shall commence at such time as AOL and Purchase
Pro shall mutually agree but shall commence prior to completion of Phase II. The
parties shall use commercially reasonable efforts to complete the Phase III Plan
within thirty (30) days

                                      -15-
<PAGE>

after commencement thereof. Any dispute or deadlock relating to the contents of
the Phase III Plan that are to be mutually determined by AOL and Purchase Pro
shall be resolved pursuant to the procedure set forth in Section 13.1 below. The
Phase III Plan shall set forth the following:

          (a)  The specifications for and the technical standards to be
               supported by the Phase III Version of the Platform, which shall
               be mutually determined by AOL and Purchase Pro.

          (b)  The specifications for and the anticipated features and
               functionality of the Phase III Version of the AOL Exchange, which
               shall be designated by AOL (consistent with the specifications
               and features, functions, technical standards and capability or
               capacity of the Platform determined under Section 4.2(a)).

          (c)  The Purchase Pro Technology to be included in or used with the
               Phase III Version and the Platform, which shall be designated by
               AOL in consultation with Purchase Pro and licensed to AOL by
               Purchase Pro under Section 7.1 below. To the extent that the use
               of any portion of the Purchase Pro Technology is subject to
               restrictions or limitations ("Restrictions") under agreements
               between Purchase Pro and third parties, the use of such Purchase
               Pro Technology in connection with the Phase III Version, the
               Platform and the AOL Exchange will be subject to such
               Restrictions; provided, however, that Purchase Pro will use its
               best efforts to avoid any new Restrictions affecting Purchase Pro
               Technology arising after the date of this Agreement, including
               its best efforts to cause customers to agree not to require or
               impose such Restrictions. If after the use of such best efforts a
               Purchase Pro customer still requires that such Restrictions be
               imposed, Purchase Pro shall be entitled to agree to such
               Restrictions.

          (d)  The AOL Technology to be included in Phase III Version, which
               shall be designated by AOL in consultation with Purchase Pro. AOL
               will grant to Purchase Pro a royalty-free license to any AOL
               Technology to be included in or used with the Phase III Version
               and the Platform on AOL's standard terms and conditions pursuant
               to a separate license agreement to be negotiated and entered into
               by the parties. Such license agreement shall provide that
               Purchase Pro's rights with respect to such AOL Technology shall
               continue during the Term and for a period of twelve (12) months
               thereafter; provided, however, that, upon Purchase Pro's request,
               AOL will negotiate reasonably and in good faith toward an
               extension of such license. Notwithstanding the foregoing, such
               license agreement shall provide that all of Purchase Pro's rights
               with respect to such AOL Technology shall terminate immediately
               and automatically in the event that (i) AOL terminates this
               Agreement due to a material breach by Purchase Pro, (ii) Purchase
               Pro exercises its right to terminate this Agreement under Section
               13.1 below, or (iii) there is a Change of Control of Purchase

                                      -16-
<PAGE>

               Pro resulting in control of Purchase Pro by an Interactive
               Service. To the extent that the use of any portion of the AOL
               Technology is subject to Restrictions under agreements between
               AOL and third parties, the use of such AOL Technology in
               connection with the Phase III Version, the Platform and the AOL
               Exchange will be subject to such Restrictions; provided, however,
               that AOL will use its best efforts to avoid any new Restrictions
               affecting AOL Technology arising after the date of this
               Agreement, including its best efforts to cause customers to agree
               not to require or impose such Restrictions. If after the use of
               such best efforts an AOL customer still requires that such
               Restrictions be imposed, AOL shall be entitled to agree to such
               Restrictions.

          (e)  The iPlanet Platform Technology to be included in or used with
               the Phase III Version, which shall be mutually determined by AOL
               and Purchase Pro and licensed to Purchase Pro by AOL under
               Section 7.2 below.

          (f)  Any iPlanet Vortex Technology and Third Party Technology to be
               included in or used with the Phase III Version, which shall be
               mutually determined by AOL and Purchase Pro. AOL will negotiate
               and endeavor to obtain from iPlanet/Sun Microsystems a source
               code license to use any iPlanet Vortex Technology to be included
               in or used with the Phase III Version. AOL and Purchase Pro shall
               mutually determine the party responsible for negotiating and
               obtaining licenses of other Third Party Technology to be included
               in or used with the Phase III Version. The terms of all licenses
               to be obtained under this Section 4.2(f) shall be subject to the
               mutual approval of AOL and Purchase Pro, and the costs of such
               licenses shall be paid by the parties as provided in Section 6.2
               below.

          (g)  The schedule and milestones for development of the Phase III
               Version, and contingency procedures for additional resource
               allocation, communications changes and/or such other procedural
               and operational changes and corrective actions as may be required
               in the event that the parties are unable to comply with such
               schedule and/or milestones, all of which shall be mutually
               determined by AOL and Purchase Pro.

          (h)  The team required to develop the Phase III Version, and the
               personnel to be contributed to such team by AOL and Purchase Pro,
               which shall be mutually determined by AOL and Purchase Pro. It is
               anticipated that development of Phase III Version will require a
               team of approximately eighty (80) persons, of which Purchase
               agrees to contribute approximately thirty (30) and AOL agrees to
               contribute approximately fifty (50).

                                      -17-
<PAGE>

          (i)  The budgets for the development and Hosting of the Phase III
               Version, which shall be mutually determined by AOL and Purchase
               Pro.

          (j)  Any system architecture required in order to permit AOL or a
               third party to take over Hosting, customer support and/or
               Operation of the Phase III Version of the AOL Exchange under
               Sections 4.4(a) and 4.4(b) below, which shall be mutually
               determined by AOL and Purchase Pro.

          (k)  The respective responsibilities of AOL and Purchase Pro for code
               maintenance for the Phase III Version and the Platform, which
               shall be mutually determined by AOL and Purchase Pro.

          (l)  The systems and procedures required to be developed to (i)
               implement the payment tracking and reporting provisions of the
               Interactive Marketing Agreement, (ii) resolve name space
               integration issues and (iii) provide any other functionality
               required under the Interactive Marketing Agreement, all of which
               shall be mutually determined by AOL and Purchase Pro.

          (m)  Such other matters as AOL and Purchase Pro shall mutually
               determine.

     4.3  Additional Matters Relating to Phase III Version.
          ------------------------------------------------

          (a)  AOL shall have final approval over all aspects of the Phase III
               Version of the AOL Exchange, including without limitation the
               overall user experience of the AOL Exchange (e.g., the GUI,
               layout, design, "look and feel," etc.), advertising and
               promotion, features and functionality, and product and content
               offerings (consistent with the specifications and features,
               functions, technical standards and capability or capacity of the
               Platform). AOL and Purchase Pro shall have mutual final approval
               over the Platform for the Phase III Version of the AOL Exchange,
               subject to the Dispute resolution procedures set forth in Section
               13.1.

          (b)  AOL shall have the right, subject to the last sentence of this
               subsection(b), to approve and control all Suppliers to be
               included in the AOL Exchange (and the Phase III Version thereof)
               and in all AOL-branded or AOL-affiliate branded Marketplaces and
               Exchanges to be linked or networked to the AOL Exchange (and the
               Phase III Version thereof). At any time before or after the
               launch of the Phase III Version, by written notice to Purchase
               Pro, AOL may elect to exclude or block users of the AOL Exchange
               from accessing from the AOL Exchange Suppliers in the Purchase
               Pro Exchange or in any other Marketplaces and Exchanges that are
               linked or networked to the AOL Exchange if such a Supplier is an
               Interactive Service, or if

                                      -18-
<PAGE>

               permitting access to such a Supplier would violate a contractual
               obligation that AOL has to one of its exclusive or preferred
               partners. Throughout the Term, AOL shall use commercially
               reasonable efforts to limit the scope of any such contractual
               obligation to ensure that any such obligation is narrowly
               tailored and does not materially adversely affect the overall
               economic return enjoyed by the parties from the AOL Exchange or
               the long-term commercial viability of the AOL Exchange. Purchase
               Pro will block or exclude such Suppliers and Marketplaces and
               Exchanges within three (3) business days after receipt of AOL's
               notice.

          (c)  At any time before or after the launch of the Phase III Version,
               by written notice to Purchase Pro, AOL may elect, subject to the
               last sentence of this subsection (c), to exclude or block users
               of the AOL Exchange from accessing from the AOL Exchange content
               or service offerings on the Purchase Pro Exchange or in any other
               Marketplaces and Exchanges that are linked or networked to the
               AOL Exchange if any such content or service offering is from or
               relates to an Interactive Service, or if permitting access to
               such content or service offering would violate a contractual
               obligation that AOL has to one of its exclusive or preferred
               partners. Throughout the Term, AOL shall use commercially
               reasonable efforts to limit the scope of any such restrictions to
               ensure that any such restrictions are narrowly tailored and do
               not materially adversely affect the overall economic return
               enjoyed by the parties from the AOL Exchange or the long-term
               commercial viability of the AOL Exchange. If AOL elects to
               exclude or block users of the AOL Exchange from accessing content
               or service offerings pursuant to this subsection (c), the
               provisions of Section 1 of Exhibit E to the Interactive Marketing
               Agreement shall apply

          (d)  The Phase III Version shall include download links to AOL's
               Instant Messaging application and Netscape's Internet Browser to
               enable users to download such client software.

          (e)  During the Term, if Purchase Pro develops, creates or licenses
               any Purchase Pro Improvements, Purchase Pro shall make available
               for inclusion in the Phase III Version and the Platform on an
               ongoing basis any such Purchase Pro Improvements as AOL shall
               request. Such Purchase Pro Improvements shall be licensed to AOL
               by Purchase Pro pursuant to Section 7.1 below.

          (f)  During the Term, AOL shall take all actions necessary to make
               available for use in connection with the Phase III Version, the
               Platform and the AOL Exchange such additional or new AOL
               Technology as AOL shall designate. Such additional or new AOL
               Technology shall be licensed to Purchase Pro pursuant to the
               procedure and terms set forth in Section 4.2(d) above.

                                      -19-
<PAGE>

          (g)  During the Term, Purchase Pro will make available for inclusion
               in the Phase III Version, the Platform and the AOL Exchange on an
               ongoing basis any Purchase Pro Private Marketplace Technology
               that (i) Purchase Pro makes available for inclusion in more than
               one private Marketplace or Exchange during the Term and (ii) AOL
               designates. The inclusion of any such Purchase Pro Private
               Marketplace Technology in the Phase III Version, the Platform and
               the AOL Exchange and the use of such Purchase Pro Private
               Marketplace Technology in connection therewith shall be subject
               to any Restrictions applicable to such Purchase Pro Private
               Marketplace Technology under the applicable agreements between
               Purchase Pro and any party for which such Purchase Pro Private
               Marketplace Technology was developed, and to Purchase Pro's
               pricing and availability policies applicable to the use of such
               Purchase Pro Private Marketplace Technology, provided, however,
               that Purchase Pro will use its best efforts to avoid any new
               Restrictions affecting Purchase Pro Private Marketplace
               Technology arising after the date of this Agreement, including
               best efforts to cause customers to agree not to require or impose
               such Restrictions. If after the use of such best efforts a
               Purchase Pro customer still requires that such Restrictions be
               imposed, Purchase Pro shall be entitled to agree to such
               Restrictions.. Purchase Pro shall license such Purchase Pro
               Private Marketplace Technology to AOL pursuant to Section 7.3
               below. Upon identification of any such Purchase Pro Private
               Marketplace Technology for inclusion in the Phase III Version,
               the Platform or the AOL Exchange, Purchase Pro shall promptly
               notify AOL of any Restrictions relating to such Purchase Pro
               Private Marketplace Technology and of Purchase Pro's pricing and
               availability policies applicable to the use of such Purchase Pro
               Private Marketplace Technology.

          (h)  During the Term, AOL will make available for inclusion in the
               Phase III Version, the Platform and the AOL Exchange on an
               ongoing basis any AOL Private Marketplace Technology that (i) AOL
               makes available for inclusion in more than one private
               Marketplace or Exchange during the Term and (ii) AOL and Purchase
               Pro mutually designate. The inclusion of any such AOL Private
               Marketplace Technology in the Phase III Version, the Platform and
               the AOL Exchange and the use of such AOL Private Marketplace
               Technology in connection therewith shall be subject to any
               Restrictions applicable to such AOL Private Marketplace
               Technology under the applicable agreements between AOL and any
               party for which such AOL Private Marketplace Technology was
               developed, and to AOL's pricing and availability policies
               applicable to the use of such AOL Private Marketplace Technology,
               provided, however, that AOL will use its best efforts to avoid
               any new Restrictions affecting AOL Private Marketplace Technology
               arising after the date of this Agreement, including best efforts
               to cause customers to agree not to require or

                                      -20-
<PAGE>

          impose such Restrictions. If after the use of such best efforts an AOL
          customer still requires that such Restrictions be imposed, AOL shall
          be entitled to agree to such Restrictions. AOL shall license such AOL
          Private Marketplace Technology to Purchase Pro pursuant to Section 7.3
          below. Upon identification of any such AOL Private Marketplace
          Technology for inclusion in the Phase III Version, the Platform or the
          AOL Exchange, AOL shall promptly notify Purchase Pro of any
          Restrictions relating to such AOL Private Marketplace Technology and
          of AOL's pricing and availability policies applicable to the use of
          such AOL Private Marketplace Technology.

     4.4  Hosting, Operation and Other Matters.
          ------------------------------------

          (a)  If AOL has not elected to take over Hosting of the Phase II
               Version or to have a third party handle Hosting of the Phase II
               Version, Purchase Pro will be responsible for the Hosting of the
               Phase III Version and the AOL Exchange, both during and after the
               Term; provided however, unless otherwise mutually agreed in
               writing, the Hosting of the Phase III Version and the AOL
               Exchange by Purchase Pro shall continue for only six (6) months
               after the Term if this Agreement is terminated by Purchase Pro
               due to a material breach by AOL or pursuant to Section 13.1. In
               connection therewith, Purchase Pro shall comply with all of the
               applicable Hosting and Operating Standards set forth in Exhibit
               A. AOL operations personnel may review Purchase Pro's
               infrastructure and procedures for Hosting of the Phase III
               Version and the AOL Exchange, and Purchase Pro will use all
               commercially reasonable efforts to implement any changes
               recommended by AOL's operations personnel. While Purchase Pro is
               Hosting the Phase III Version and the AOL Exchange, Purchase Pro
               will provide AOL, at two week intervals or at such other
               reasonable intervals as the parties mutually agree, with back-up
               copies of all user identification and transaction data contained
               within the AOL Exchange database. Notwithstanding the foregoing,
               upon written notice to Purchaser Pro, AOL will have the right at
               any time to elect to take over Hosting of the Phase III Version
               and the AOL Exchange or to require that such Hosting be provided
               by a third party designated by AOL. During the Term, each party
               shall pay and be responsible for its own costs and expenses of
               Hosting the Phase III Version and the AOL Exchange; provided
               however, if AOL elects to take over Hosting of the Phase III
               Version and AOL Exchange or to require that such Hosting be
               provided by a third party designated by AOL, then (i) other than
               Purchase Pro's personnel costs (which AOL will not be obliged to
               reimburse), AOL shall bear 100% of the migration and start-up
               costs associated with the such take over of Hosting by AOL or
               such third party and (ii) Purchase Pro shall split evenly with
               AOL, AOL's reasonable costs and expenses to provide or have a
               third party provide such Hosting once the migration is complete
               (however, in no event will Purchase Pro be required to contribute
               to AOL monthly

                                      -21-
<PAGE>

               more than one hundred percent (100%) of Purchase Pro's monthly
               total normal operational costs and expenses of providing Hosting
               at the time AOL elected to take over Hosting of the Phase III
               Version and AOL Exchange or required that such Hosting be
               provided by a third party designated by AOL). AOL will be
               responsible for all costs of Hosting the AOL Exchange after
               expiration of the Term and will reimburse Purchase Pro for the
               actual costs incurred by Purchase Pro (if any) in connection with
               Hosting the AOL Exchange following expiration of the Term plus an
               overhead factor of 10%, subject to annual increases tied to the
               changes in the Consumer Price Index (for all urban consumers).
               The parties will develop and implement an appropriate migration
               procedure in the event that AOL elects to take over (or requires
               a third party to take over) the Hosting of the Phase III Version
               and the AOL Exchange from Purchase Pro. Such migration procedure
               will include identification and negotiation of any changes to
               existing third party licenses or new third party licenses that
               may be required in order to implement the change in Hosting. In
               connection therewith, Purchase Pro will use commercially
               reasonable efforts to complete the migration process in an
               orderly manner promptly after receipt of AOL's notice. In no
               event shall Purchase Pro cease primary Hosting of the Phase III
               Version and the AOL Exchange until such time as the migration
               process has been fully completed.

          (b)  Purchase Pro shall be responsible for Operation of the Phase III
               Version and the AOL Exchange, both during and after the Term;
               provided however, unless otherwise mutually agreed in writing,
               the Operation of the Phase III Version and the AOL Exchange by
               Purchase Pro shall continue for only six (6) months after the
               Term if this Agreement is terminated by Purchase Pro due to a
               material breach by AOL or pursuant to Section 13.1. In connection
               therewith, Purchase Pro shall comply with all of the applicable
               Hosting and Operating Standards set forth in Exhibit A. AOL
               operations personnel may review Purchase Pro's infrastructure and
               procedures for Operation of the Phase III Version and the AOL
               Exchange, and Purchase Pro will use all commercially reasonable
               efforts to implement any changes recommended by AOL's operations
               personnel. Notwithstanding the foregoing, upon written notice to
               Purchaser Pro, AOL will have the right at any time to elect to
               take over Operation of the Phase III Version and the AOL
               Exchange, or to require that such Operation be handled by a third
               party designated by AOL. Each party shall pay and be responsible
               for its own costs and expenses of handling Operation of Phase III
               Version and the AOL Exchange, both during and after the Term;
               provided however, if AOL elects to handle Operation of the Phase
               III Version and AOL Exchange or to require that such Operation be
               handled by a third party designated by AOL, AOL shall be
               responsible for all costs and expenses associated with handling
               such Operation. The parties will

                                      -22-
<PAGE>

               develop and implement an appropriate migration procedure in the
               event that AOL elects to take over (or requires a third party to
               take over) Operation of the Phase III Version and the AOL
               Exchange from Purchase Pro. Such migration procedure will include
               identification and negotiation of any changes to existing third
               party licenses or new third party licenses that may be required
               in order to implement the change in Operation. In connection
               therewith, Purchase Pro will use commercially reasonable efforts
               to complete the migration process in an orderly manner promptly
               after receipt of AOL's notice. In no event shall Purchase Pro
               cease Operation of the Phase III Version and the AOL Exchange
               until such time as the migration process has been fully
               completed.

          (c)  The party responsible for Operation of the Phase III Version and
               the AOL Exchange will track all visitors to the Phase III Version
               and will "tag" all registered users of the Phase III Version as
               AOL Exchange users based upon the new URL required to be used
               under Section 2.2(d) above, and will generate and provide AOL and
               Purchase Pro with copies of activity and traffic reports and
               information in accordance with AOL's policies and the
               requirements of the Interactive Marketing Agreement.

          (d)  During the Term the overall direction and development of the
               Platform after completion of the Phase III version will be
               jointly developed by the parties. During the term Purchase Pro
               and AOL shall each perform their respective responsibilities with
               respect to code maintenance for the Phase III Version and the AOL
               Exchange, as set forth in the Phase III Plan. After the Term
               Purchase Pro will provide code maintenance for the Purchase Pro
               contribution to the Platform during the Term as reasonably
               requested by AOL; provided, however, unless otherwise mutually
               agreed in writing, such code maintenance by Purchase Pro shall
               continue for only six (6) months after the Term if this Agreement
               is terminated by Purchase Pro due to a material breach by AOL or
               pursuant to Section 13.1. During the Term, each party shall be
               responsible for its own costs and expenses associated with such
               maintenance. After the term, AOL shall reimburse Purchase Pro for
               Purchase Pro's actual costs (if any) of providing maintenance
               requested by AOL plus an overhead factor equal to 10% of such
               actual costs, subject to annual increases based upon changes in
               the Consumer Price Index (for all urban consumers).

          (e)  If AOL does not elect to take over front line customer support
               for the Phase II Version, both during and after the Term,
               Purchase Pro will provide front line customer support for the
               operation of the Phase III Version and the AOL Exchange at a
               level that is at least as high as the level of front line
               customer support that Purchase Pro provides for the Purchase Pro
               Exchange. At its election AOL may take over or engage a third
               party to provide front line customer support for the operation

                                      -23-
<PAGE>

               of the Phase III Version and the AOL Exchange. Both during and
               after the Term, each of Purchase Pro and AOL shall provide "level
               2" or back line customer support for its own components of the
               Phase III Version and the AOL Exchange, regardless of which party
               provides front line customer support. During the Term, each party
               shall be responsible for its own costs and expenses of providing
               front and back line customer support for the Phase III Version
               and the AOL Exchange; provided however, if AOL elects to take
               over front line customer support of the Phase III Version and AOL
               Exchange or to require that such front line customer support be
               provided by a third party designated by AOL, AOL shall be
               responsible for all costs and expenses associated with providing
               such front line customer support. After the term, if and to the
               extent that Purchase Pro is providing customer support to the AOL
               Exchange, AOL shall reimburse Purchase Pro for Purchase Pro's
               actual costs (if any) of providing such customer service plus an
               overhead factor equal to 10% of such actual costs, subject to
               annual increases based upon changes in the Consumer Price Index
               (for all urban consumers).

          (f)  During and after the Term, Purchase Pro will use commercially
               reasonable efforts to provide all systems integration services
               required in connection with the operation of Phase III Version
               and the AOL Exchange, and the timely integration of new
               Suppliers, Marketplaces and enterprise resource systems into the
               Phase III Version and the AOL Exchange. Purchase Pro shall be
               reimbursed for its actual costs of providing such services plus
               an overhead factor equal to 10% of such actual costs, which
               amount shall be paid to Purchase Pro by AOL and/or the third
               party requiring such services. As part of the Phase III joint
               development activities hereunder, the parties will develop tools,
               interfaces and procedures to enable a third party to provide
               systems integration. AOL shall have the right at any time during
               or after the Term to require that responsibility for systems
               integration be taken over by a AOL or by a third party designated
               by AOL.

     4.5  Implementation and Launch.  The parties shall use commercially
          -------------------------
reasonable efforts to complete Phase III and commercially launch the first
Marketplace based on the Phase III Version within one hundred and eighty (180)
days after the date hereof and within two hundred seventy (270) days after the
date hereof for the launch of the entire AOL Exchange. If for any reason the
parties are unable to comply with the schedule for completion of the launch of
the Phase III Version or experience any material delays in such schedule, the
AOL Project Manager and the Purchase Pro Project Manager shall mutually
determine the reasons for such delay and shall allocate additional resources,
initiate revised communications processes and/or implement such other procedures
and operational changes and corrective actions as may be necessary to prevent or
redress such delay and comply with the launch schedule. All launch versions of
the Phase III Version of the AOL Exchange shall be subject to AOL's approval,
not to be unreasonably withheld.

                                      -24-
<PAGE>

     4.6  Additional Development and Services. After completion of Phase III,
          -----------------------------------
AOL and Purchase Pro may perform such additional development and other services
as may be required hereunder and/or as AOL and Purchase Pro may mutually
determine, including without limitation Platform customization, development of
upgrades to and new or modified versions of the Platform, integration of
subscribers and Suppliers and additional services to be offered to third parties
outside of the core Platform, such as financial services, logistics and
tracking.

5.  Supervision; Employees and Other Matters.
    ----------------------------------------

     5.1  Overall Supervision. The development of the Platform and all
          -------------------
activities during Phase I, Phase II and Phase III shall be performed under the
general and joint supervision of the AOL Project Manager and the Purchase Pro
Project Manager. The AOL Project Manager shall be principally responsible for
supervising the personnel designated by AOL to participate in the development
of the Platform, and the Purchase Pro Project Manager shall be principally
responsible for supervising the personnel designated by Purchase Pro to
participate in the development of the Platform. The AOL Project Manager shall be
designated as the lead project manager for development of the Platform.

     5.2  Personnel. The personnel to be provided by each of Purchase Pro and
          ---------
AOL (as applicable) for Phase I, Phase II and Phase III shall consist of
qualified engineers and designers who may be existing employees of Purchase Pro
or AOL and/or independent contractors or consultants engaged by Purchase Pro or
AOL. AOL may provide employees, consultants or independent contractors of its
affiliated entities or iPlanet in lieu of or in addition to employees,
consultants or independent contractors of AOL.

     5.3  Location of Joint Development Activities. If in connection with the
          ----------------------------------------
development of the Platform it is necessary for any development activities of
the parties or the personnel designated to participate in development of the
Platform by AOL and Purchase Pro to be located in the same facilities, such
activities and personnel shall be located at facilities mutually designated by
AOL and Purchase Pro. The parties will cooperate to keep to a commercially
reasonable minimum the amount of joint development activities for which it is
necessary to locate their respective personnel in the same facilities.

     5.4  Responsibility for Employees. Each party shall be responsible for
          ----------------------------
paying all salaries, wages, employee benefits and associated expenses for which
its own employees are eligible under such party's employment policies, any
legally required benefits or insurance, any taxes or governmental charges
payable or subject to withholding in connection with the employment of such
party, and any expenses associated with such employees activities under this
Agreement. Each party shall have ultimate supervision and control with respect
to its own respective employees and shall have no right to discipline, terminate
or reassign any employees of the other party. In the event that either party
makes a reasonable and good faith determination that an employee of the other
party working on development activities hereunder lacks requisite skills or
experience, does not work well with other project team members, or is otherwise
unsatisfactory, the parties will consult with one another in good faith
regarding whether such employee should be replaced, provided that the final
determination as to whether to retain, reassign or terminate any employee shall
be made solely by the party employing such individual.

                                      -25-
<PAGE>

     5.5  Priority. Purchase Pro agrees to give the highest level of priority to
          --------
the development services to be provided by Purchase Pro and its employees
hereunder and to give development of the Platform priority over any other
development services and projects undertaken by Purchase Pro during the Term.
AOL agrees that its employees who work primarily on the development of the
Platform will give their highest level of priority to the development services
to be provided by themselves hereunder and to give development of the Platform
priority over any other development services and projects undertaken by such
employees. At all times during and after the Term, the parties will dedicate
sufficient employees, resources and management attention to its obligations
hereunder so as to perform such obligations in a timely and efficient manner in
light of commercial exigencies.

6.  Development and Licensing Costs.
    -------------------------------

     6.1  Purchase Pro Development Contribution. Purchase Pro agrees to pay to
          -------------------------------------
AOL a development fee ("Development Fee") of twenty million dollars
($20,000,000) which shall be paid in eight (8) consecutive quarterly
installments of two million five hundred thousand dollars ($2,500,000) each,
with the first such payment due and payable on August 1, 2000 and each
subsequent payment due and payable three (3) months after the due date of
immediately preceding payment.

     6.2  Licensing. AOL and Purchase Pro will mutually determine their
          ---------
respective responsibilities for costs of licensing or acquiring any of the
iPlanet Vortex Technology, any infrastructure technology (including if licensed
from iPlanet), and/or Third Party Technology that AOL and Purchase Pro mutually
determine to incorporate or include in the Platform or use in connection with
the Platform. If the parties cannot agree, the disagreement will not be subject
to resolution under Section 13.1.

     6.3  Purchase Pro Employees and Equipment. In addition to the costs to be
          ------------------------------------
funded by Purchase Pro under Sections 6.1 and 6.2 above, Purchase Pro shall also
be responsible for and shall pay salaries, fees and all other compensation,
benefits, expenses and travel costs of all employees, personnel, consultants and
independent contractors contributed by Purchase Pro to perform development
activities and services hereunder, and the costs of all Purchase Pro facilities
and required hardware and other equipment for the joint development activities
hereunder.

     6.4  Completion. AOL and Purchase Pro each agrees to dedicate sufficient
          ----------
employees, personnel and resources to complete the joint development activities
to performed hereunder even if such activities have not been completed by the
time Purchase Pro's full funding commitment hereunder has been utilized.

7.  Intellectual Property; Use of Platform.
    --------------------------------------

     7.1  Purchase Pro Licenses. Purchase Pro hereby grants to AOL an
          ---------------------
irrevocable, perpetual, royalty-free license to modify and incorporate and
include the Purchase Pro Technology in the Platform in connection with the
development activities to be performed by AOL and Purchase Pro hereunder. To the
extent that the Purchase Pro Technology is incorporated or included in the
Platform, Purchase Pro hereby further grants to AOL an irrevocable, perpetual,
royalty-free license to use, sublicense, distribute, reproduce, modify,

                                      -26-
<PAGE>

make derivative works based upon, and otherwise exploit the Purchase Pro
Technology in connection with AOL's use and exploitation of the Platform as
permitted hereunder. Subject to the foregoing licenses and the parties' rights
hereunder, Purchase Pro shall own all of the Purchase Pro Technology.

     7.2  iPlanet Platform Technology License. AOL hereby grants to Purchase Pro
          -----------------------------------
an irrevocable, perpetual, royalty-free license to modify and incorporate and
include the iPlanet Platform Technology in the Platform in connection with the
development activities to be performed by AOL and Purchase Pro hereunder. To the
extent  that the iPlanet Platform Technology is incorporated or included in
the Platform, AOL hereby further grants to Purchase Pro an irrevocable,
perpetual, royalty-free license to use, sublicense, distribute, reproduce,
modify, make derivative works based upon, and otherwise exploit the source and
binary code to such iPlanet Platform Technology in connection with Purchase
Pro's use and exploitation of the Platform as permitted hereunder.  Subject to
the foregoing licenses and the parties' rights hereunder, as between AOL and
Purchase Pro, AOL shall own all of the iPlanet Platform Technology.

     7.3  Private Marketplace Technology.
          ------------------------------

          (a)  Subject to the provisions of Section 4.3(g) above, with respect
               to any Purchase Pro Private Marketplace Technology that is
               designated for inclusion in the Platform, Purchase Pro hereby
               grants to AOL (i) an irrevocable, perpetual, royalty-free license
               to modify and incorporate and include in the Platform such
               Purchase Pro Private Marketplace Technology in connection with
               the development activities to be performed by AOL and Purchase
               Pro hereunder, and (ii) to the extent that such Purchase Pro
               Private Marketplace Technology is incorporated or included in the
               Platform, an irrevocable, perpetual, royalty-free license to use,
               sublicense, distribute, reproduce, modify, make derivative works
               based upon, and otherwise exploit such Purchase Pro Private
               Marketplace Technology in connection with AOL's use and
               exploitation of the Platform as permitted hereunder. Subject to
               the foregoing licenses and the parties' rights hereunder,
               Purchase Pro shall own all such Purchase Pro Private Marketplace
               Technology.

          (b)  Subject to the provisions of Section 4.3(h) above, with respect
               to any AOL Private Marketplace Technology that is designated for
               inclusion in the Platform, AOL hereby grants to Purchase Pro (i)
               an irrevocable, perpetual, royalty-free license to modify and
               incorporate and include in the Platform such AOL Private
               Marketplace Technology in connection with the development
               activities to be performed by Purchase Pro and AOL hereunder, and
               (ii) to the extent that such AOL Private Marketplace Technology
               is incorporated or included in the Platform, an irrevocable,
               perpetual, royalty-free license to use, sublicense, distribute,
               reproduce, modify, make derivative works based upon, and
               otherwise exploit such AOL Private Marketplace Technology in
               connection with Purchase Pro's use and exploitation of

                                      -27-
<PAGE>

               the Platform as permitted hereunder. Subject to the foregoing
               licenses and the parties' rights hereunder, AOL shall own all
               such AOL Private Marketplace Technology.

     7.4  Other Licenses. Purchase Pro's rights with respect to any AOL
          --------------
Technology used in connection with the Platform (including post-Term rights)
shall be as set forth in the separate license agreement(s) to be entered into
with respect such AOL Technology pursuant to Section 4.2(d) above. Subject to
such licenses, AOL shall own all of the AOL Technology. Purchase Pro's rights
with respect to the iPlanet Vortex Technology used in connection with the
Platform (including post-Term rights) shall be as set forth in the separate
license agreements to be entered into by the parties with respect to such
iPlanet Vortex Technology pursuant to Sections 4.2(f) above. Subject to such
licenses, as between AOL and Purchase Pro, AOL shall own all of the iPlanet
Vortex Technology.

     7.5  Ownership of Jointly Developed Technology. AOL and Purchase Pro shall
          -----------------------------------------
jointly own the Jointly Developed Technology and all Intellectual Property
rights relating thereto in perpetuity. In the case of any Jointly Developed
Technology that is a derivative work based upon underlying Technology owned by
Purchase Pro or AOL, the Jointly Developed Technology shall consist of the
derivative work rather than the underlying Technology upon which it is based,
and the party that owns such underlying Technology shall retain exclusive
ownership thereof, subject to the licenses granted by this Agreement. The
parties shall cooperate with respect to filing applications and registrations
for and obtaining patents, copyrights and other intellectual property protection
relating to the Jointly Developed Technology and components and elements thereof
throughout the world, all of which shall be issued in the joint names of
Purchase Pro and AOL. AOL and Purchase Pro shall each bear their own costs and
expenses of obtaining patents, copyrights or other intellectual property
protection throughout the world for the Jointly Developed Technology and the any
components or elements thereof. Each of AOL and Purchase Pro shall be entitled
to receive and retain (and shall deliver to one another) a complete set of the
source code for the Platform and all related documentation. AOL and Purchase Pro
shall consult and cooperate with one another regarding the prosecution and
defense of any claims and actions for infringement of Intellectual Property
Rights relating to the Jointly Developed Technology.

     7.6  Uses of Platform.
          ----------------

          (a)  During the Term, each of AOL and Purchase Pro shall have the
               right to use the Platform in connection with public and private
               Marketplaces and Exchanges operated by either of them, without
               restriction; provided, however, that (i) if the primary brand of
               any such Marketplace or Exchange is not the brand of either AOL
               (or any AOL designated affiliate) or Purchase Pro, then such
               Marketplace or Exchange must include ingredient branding in the
               form "powered by Netscape and Purchase Pro" or such other form as
               AOL and Purchase Pro shall mutually determine, and (ii) each
               party must comply with any applicable revenue provisions of the
               Interactive Marketing Agreement with respect to any such
               Marketplaces and Exchanges. After expiration of the Term or upon
               the earlier termination of this


                                      -28-
<PAGE>

               Agreement, each of AOL and Purchase Pro shall have the right to
               use the Platform in connection with public and private
               Marketplaces and Exchanges operated by either of them without
               restriction, even if such Marketplaces or Exchanges are not
               branded by either party, without any ingredient branding
               requirements, subject to compliance with any applicable revenue
               provisions of the Interactive Marketing Agreement with respect to
               any such Marketplaces and Exchanges. Notwithstanding the
               foregoing, Purchase Pro's rights with respect to any AOL
               Technology or iPlanet Vortex Technology used in connection with
               the Platform (including post-Term rights) shall be as set forth
               in the separate license agreement(s) to be entered into by the
               parties with respect thereto under Sections 4.2(d) and 4.2(f)
               above, respectively. Notwithstanding anything in this Section
               7.6(a), during and after the Term, both parties will have the
               right to develop and/or enable any Marketplace or Exchange for a
               third party and provide such third party an equity or revenue
               sharing interest in such Marketplace or Exchange.

          (b)  Each of AOL and Purchase Pro (and iPlanet, if designated by AOL)
               shall have the right, both during and after the Term, to license
               or sell the Platform or related Technology or Intellectual
               Property Rights to third parties for use, development and/or
               distribution in connection with the operation of Marketplaces and
               Exchanges, without restriction; provided, however, that, during
               the Term, if the primary brand of any such Marketplace or
               Exchange is not the brand of either AOL (or any AOL designated
               affiliate) or Purchase Pro, then the licensee shall be required
               to include in such Marketplace or Exchange during the Term
               ingredient branding in the form "powered by Netscape and Purchase
               Pro" or such other form as AOL and Purchase Pro shall mutually
               determine. Notwithstanding anything in this Section 7.6(b), AOL
               will not have the right to provide a Purchase Pro Competitor with
               the right to resell or distribute the Existing Purchase Pro
               Platform. Except as specifically set forth in the applicable
               license agreements, and notwithstanding the foregoing, (i)
               Purchase Pro will not have any rights to sublicense any of the
               AOL Technology, AOL Private Marketplace Technology, iPlanet
               Vortex Technology and (ii) AOL will not have any rights to
               sublicense any Purchase Pro Private Marketplace Technology. AOL
               and iPlanet (if applicable) shall each account and pay to
               Purchase Pro an amount equal to fifty percent (50%) (or such
               other percentage as the parties may mutually agree) of all gross
               revenues and other consideration actually received by AOL from
               such licenses or sales during the Term. Notwithstanding anything
               in this Section 7.6(b), during and after the Term, both parties
               will have the right to develop and/or enable any Marketplace or
               Exchange for a third party and provide such third party an equity
               or revenue sharing interest in such Marketplace or Exchange.

                                      -29-
<PAGE>

          (c)  After the Term, the parties will endeavor to take such additional
               steps as may be appropriate to ensure that the Platform
               (exclusive of the AOL Technology) remains the leading technology
               for digital marketplaces, is widely supported within the industry
               and continues to improve through robust innovation. Such
               additional steps, may include, e.g., establishing developer
               programs, participating in standards bodies, supporting open
               source development models, committing to support industry
               standards, etc.

8.  Term and Termination.
    --------------------

     8.1  Term. The term of this Agreement ("Term") shall be co-terminus with
          ----
the term of the Interactive Marketing Agreement, except as set forth in Section
13.1, and this Agreement shall terminate automatically upon expiration of the
term or the earlier termination of the Interactive Marketing Agreement.

     8.2  Termination.
          -----------

          (a)  Notwithstanding Section 8.1 above, this Agreement is subject to
               termination prior to expiration of the Term as set forth in the
               Interactive Marketing Agreement. A breach or default by Purchase
               Pro under the Interactive Marketing Agreement shall constitute a
               breach or default under this Agreement.

          (b)  Except as expressly provided elsewhere in this Agreement, either
               party may terminate this Agreement at any time in the event of a
               material breach of the Agreement by the other party which remains
               uncured after thirty (30) days written notice thereof to the
               breaching party (or such shorter period as may be specified
               elsewhere in this Agreement); provided that the cure period with
               respect to any scheduled payment will be fifteen (15) days from
               the date of such notice. Notwithstanding the foregoing, in the
               event of a material breach of a provision that expressly requires
               action to be completed within an express period shorter than
               thirty (30) days, the non-breaching party may terminate this
               Agreement if the breach remains uncured after written notice
               thereof to the breaching party.

          (c)  If this Agreement is terminated prior to completion of the
               Platform, the parties' rights to use the Platform as set forth in
               Section 7.6 shall apply to the Platform in its state of
               completion as of the date of termination.

     8.3  Post-Termination Access. Following expiration of the Term or the
          -----------------------
earlier termination of this Agreement for any reason other than a material
breach of this Agreement by AOL, subject to any applicable revenue sharing
provisions of the Interactive Marketing Agreement, at AOL's election Purchase
Pro will continue (i) to allow users of the AOL Exchange to have access to
public Marketplaces and Exchanges operated by Purchase Pro,

                                      -30-
<PAGE>

and (ii) to link and network public Marketplaces and Exchanges operated by AOL
to Marketplaces and Exchanges operated by Purchase Pro.

     8.4   Survival. Except as otherwise set forth in this Agreement, the
           --------
following provisions of this Agreement will survive termination indefinitely:
Sections 1, 7, 8, 9, 10, 11, 13 (other than Section 13.1) and 14.

9.  Representations and Warranties.
    ------------------------------

     9.1   AOL Representations and Warranties. AOL warrants, covenants and
           ----------------------------------
represents to Purchase Pro that:

           (a)  AOL has the full corporate right, power and authority to enter
                into this Agreement and to perform all acts required of it
                pursuant to this Agreement.

           (b)  The execution of this Agreement and the performance by AOL of
                its obligations and duties under this Agreement shall not
                violate any agreement to which AOL is a party or the rights of
                any other party.

           (c)  AOL is not relying on nor does Purchase Pro make any
                representations, warranties or agreements not expressly provided
                for in this Agreement.

     9.2   Purchase Pro Representations and Warranties. Purchase Pro warrants,
           -------------------------------------------
covenants and represents to AOL that:

           (a)  Purchase Pro has the full corporate right, power and authority
                to enter into this Agreement and to perform all acts required of
                it pursuant to this Agreement.

           (b)  The execution of this Agreement and the performance by Purchase
                Pro of its obligations and duties under this Agreement shall not
                violate any agreement to which Purchase Pro is a party or the
                rights of any other party.

           (c)  Purchase Pro is not relying on nor does AOL make any
                representations, warranties or agreements not expressly provided
                for in this Agreement.

     9.3   DISCLAIMER OF CERTAIN WARRANTIES. NEITHER AOL NOR PURCHASE PRO MAKES
           --------------------------------
ANY WARRANTIES TO THE OTHER WITH RESPECT TO THE OPERATION OR PERFORMANCE OF ANY
OF THE SOFTWARE DEVELOPED OR LICENSED BY EITHER PARTY TO THE OTHER PURSUANT TO
THIS AGREEMENT, AND AOL AND PURCHASE PRO EACH HEREBY DISCLAIMS ALL SUCH
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED
WARRANTIES OF NON-INFRINGEMENT.

                                      -31-
<PAGE>

10. Indemnification.
    ---------------

     10.1  Indemnification by AOL. AOL agrees to indemnify, defend and hold
           ----------------------
harmless Purchase Pro from and against any and all claims, damages liabilities,
losses, costs and expenses, including without limitation, reasonable outside
attorney's fees and costs, suffered or incurred by Purchase Pro arising from or
related to (a) third party claims resulting from the breach by AOL of any of its
representations, warranties or covenants hereunder, or (b) any claims that the
AOL Technology to be licensed to Purchase Pro hereunder infringes or violates
any Intellectual Property Rights or other rights of any person or entity not a
party to this Agreement.

     10.2  Indemnification by Purchase Pro. Purchase Pro agrees to indemnify,
           -------------------------------
defend and hold harmless AOL from and against any an all claims, damages
liabilities, losses, costs and expenses, including without limitation,
reasonable outside attorney's fees and costs, suffered or incurred by AOL
arising from or related to (a) third party claims resulting from the breach by
Purchase Pro of any of its representations, warranties or covenants hereunder,
or (b) any claims that the Purchase Pro Technology (and any of the Purchase Pro
Private Marketplace Technology to be licensed to AOL hereunder) infringes or
violates any Intellectual Property Rights or other rights of any person or
entity not a party to this Agreement.

     10.3  Procedure for Indemnification. Any party seeking indemnification
           -----------------------------
hereunder (an "Indemnified Party") shall give notice to the party obligated to
provide such indemnification (an "Indemnifying Party") promptly after the
Indemnified Party's receipt of notice of the commencement of any action or the
assertion of any claim by a third party that is the subject of indemnification
hereunder. Upon receipt of such notice, the Indemnifying Party shall promptly
undertake defense of such action or claim at its sole cost and expense,
including without limitation engaging legal counsel to jointly represent the
Indemnified Party and the Indemnifying Party. The Indemnified Party may elect to
engage separate counsel at its own cost and expense but the Indemnifying Party
shall control the defense or settlement of such action or claim.

11.  Limitation of Liability; Exclusion of Damages.
     ---------------------------------------------

     11.1  EXCLUSION OF DAMAGES.  NEITHER PARTY HERETO SHALL, UNDER ANY
           --------------------
CIRCUMSTANCES, BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR
EXEMPLARY DAMAGES, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

     11.2  LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY'S
           -----------------------
TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT
REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED
IN CONTRACT, TORT NEGLIGENCE OR OTHERWISE, EXCEED THE SUM OF FIVE MILLION
DOLLARS ($5,000,000).

     11.3  EXCEPTIONS. THE EXCLUSIONS OF DAMAGES AND LIMITATIONS OF LIABILITY
           ----------
SET FORTH IN SECTIONS 11.1 AND 11.2 SHALL NOT OPERATE TO

                                      -32-
<PAGE>

LIMIT (i) AMOUNTS ACTUALLY PAYABLE PURSUANT TO THE EXPRESS TERMS OF THIS
AGREEMENT; (ii) AMOUNTS OTHERWISE RECOVERABLE BY ONE PARTY FROM THE OTHER IN AN
ACTION AT LAW OR IN EQUITY ARISING FROM THE OTHER PARTY'S INFRINGEMENT OR
MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS
DURING OR AFTER THE TERM OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
INFRINGEMENT OR MISAPPROPRIATION CLAIMS ARISING FROM THE OTHER PARTY'S BREACH OF
THIS AGREEMENT; OR (iii) CLAIMS FOR INDEMNIFICATION UNDER SECTIONS 10.1 OR 10.2
ABOVE.

12. Confidentiality.
    ---------------

     12.1  Disclosure. At all times following the date hereof, each party shall
           ----------
keep strictly confidential and not disclose, use, divulge, publish or otherwise
reveal, directly or through another person, (a) information that a party
indicates to the other party is, or that (b) the other Party reasonably should
know is, any confidential, non-public information of the other party or an
affiliate of the other party which was disclosed pursuant this Agreement, any
information that a Party indicates to the other party is, or that the other
party reasonably should know is, confidential, non-public information (i)
relating to the business of the other party and obtained as a result of the
preparation and negotiation of this Agreement, the performance by the parties of
their obligations hereunder, or the joint conduct by the parties of activities
pursuant to this Agreement or (ii) relating to the Platform, in each case
including, but not limited to, documents and/or information regarding customers,
costs, profits, markets, sales, products, product development, key personnel,
pricing policies, operational methods, technology, know-how, technical
processes, formulae, or plans for future development of or concerning the other
party or the Platform (collectively, "Confidential Information"), except as may
be necessary for  the directors, employees, agents or consultants of it and its
affiliates to perform their respective obligations under this Agreement, in
connection with the use, modification, reproduction, sale and licensing of the
Platform as permitted under this Agreement, or required under applicable law;
provided that no Party shall make any disclosure required under applicable law
before providing the applicable party with prompt written notice and a
reasonable opportunity to seek a protective order.  The parties acknowledge and
agree that this Agreement and the Interactive Marketing Agreement constitute
Confidential information of the parties hereto.

     12.2  Limitation on Use. Each party shall cause any persons receiving
           -----------------
Confidential Information in accordance with the terms hereof to retain such
Confidential Information in strict confidence. Upon termination or expiration
of this Agreement, each party shall return to the other party or destroy, as the
other party may direct in its sole discretion, all memoranda, notes, records,
reports and other documents (including all copies thereof) relating to the
Confidential Information of the other parties which such party may then possess
or have under its control. Each party shall certify in writing to the other
party within ten (10) business days of receiving instructions from the other
party regarding the return or destruction of such materials of the other party
that all such materials have been returned or destroyed as the other party has
directed. If no instruction with respect to the return or destruction of such
materials is provided to the other party within ten (10) business days of
termination or expiration, the party possessing such materials shall promptly
destroy them.

                                      -33-
<PAGE>

     12.3  Not Confidential Information. Notwithstanding anything in this
           ----------------------------
Section 12, the following shall not constitute Confidential Information: (a)
information which was already otherwise known to the recipient at the time of
its receipt in connection with this Agreement, (b) information which is or
becomes freely and generally available to the public through no wrongful act of
the recipient, (c) information which is rightfully received by the recipient
from a third party legally entitled to disclose such information without breach
by the recipient of this Agreement, or (d) information independently developed
by the recipient without use of the disclosing party's Confidential Information.

     12.4  Confidentiality Term. The above obligations with respect to
           --------------------
Confidential Information will terminate three (3) years after the expiration or
earlier termination of this Agreement.

13. Dispute Resolution; Arbitration.
    -------------------------------

     13.1  Dispute Resolution.  Each of AOL and Purchase Pro shall designate an
           ------------------
executive ("Alliance Contact Officer") who shall be primarily responsible for
overseeing the relationship between AOL and Purchase Pro, exercising approval
rights and similar matters. In the event of any claim, dispute, deadlock,
controversy or disagreement (each a "Dispute") between the parties or any of
their respective subsidiaries, affiliates, successors and assigns under or
related to this Agreement or any document executed pursuant to this Agreement or
any of the transactions contemplated hereby, such Dispute shall be submitted to
the parties' Alliance Contact Officers who shall mutually attempt to resolve
such Dispute for a period of five (5) business days. If the Alliance Contact
Officers cannot amicably resolve such Dispute within such period, the Dispute
shall be submitted to AOL's President of Interactive Services and Purchase Pro's
Chief Executive Officer who shall mutually attempt to resolve such Dispute for a
period of five (5) business days. If such parties cannot amicably resolve such
Dispute within such period, the matter will be decided by AOL's President of
Interactive Services. The decision of AOL's President of Interactive Services
shall be final and binding as to any operational matters hereunder, and any and
all matters and issues relating to product design, mutual approvals, pricing and
similar matters and issues. If as a result of such decision, the Platform and/or
the AOL Exchange will not include any feature, component or Technology that
Purchase Pro desires to include therein, Purchase Pro shall nevertheless be free
to develop and incorporate such feature, component or Technology in any
technological platform for Marketplaces or Exchanges independently developed or
created by Purchase Pro, or in any Marketplaces or Exchanges independently
operated by Purchase Pro. In addition, if Purchase Pro does not agree with the
decision reached by AOL's President of Interactive Services, Purchase Pro may
terminate this Agreement upon ninety (90) days prior written notice to AOL;
provided, however, that (i) such termination shall not result in termination of
the Interactive Marketing Agreement; (ii) if AOL and Purchase Pro are jointly
engaged hereunder in the development of any private Marketplace as of the
effective date of such termination, the joint development of such private
Marketplace shall continue until it has been completed; (iii) Purchase Pro shall
remain obligated to pay to AOL (A) any installment of the Development Fee that
remains due and payable under Section 6.1 above for the quarter in which such
termination becomes effective (and all prior quarters) and (B) the installment
of the Development Fee (if any) that is due and payable for the quarter
immediately subsequent to the quarter in which such

                                      -34-
<PAGE>

termination becomes effective; and (iv) the provisions of Section 8.2(c) shall
remain applicable.

     13.2  Arbitration. Except as provided otherwise in Section 13.1 above, all
           -----------
Disputes shall be resolved as provide in Sections 8.2 through 8.7 of the
Interactive Marketing Agreement.

14. Miscellaneous Provisions
    ------------------------

     14.1  Notices. Any notice, consent, approval, request, authorization,
           -------
direction or other communication under this Agreement ("Notice") that is
required to be given in writing will be deemed to have been delivered and given
for all purposes (i) on the delivery date if delivered by confirmed facsimile;
(ii) on the delivery date if delivered personally to the party to whom the same
is directed; (iii) one business day after deposit with a commercial overnight
carrier, with written verification of receipt; or (iv) five business days after
the mailing date, whether or not actually received, if sent by U.S. mail, return
receipt requested, postage and charges prepaid, or any other means of rapid mail
delivery for which a receipt is available. In the case of AOL, such notice will
also be deemed to have been delivered and given for all purposes on the delivery
date if delivered by electronic mail from an AOL.com email address via the U.S.
America Online brand service to screenname "AOLNotice@AOL.com. Notices shall be
addressed as follows:

                         To Purchase Pro:


                         In the case of Purchase Pro, such notice will be
                         provided to both:


                         Chief Technology Officer
                         PurchasePro.com, Inc.
                         3291 N. Buffalo Drive
                         Las Vegas, NV 89129

                         Fax no. (702) 316 - 7200


                         And

                         F. Kinsey Haffner
                         Pillsbury Madison & Sutro LLP
                         2550 Hanover Street
                         Palo Alto, CA 94304

                         Fax No. (650) 233 - 4545

                         To AOL:

                         In the case of AOL, such notice will be
                         provided to both:

                                      -35-
<PAGE>

                         President for Business Affairs
                         America Online, Inc.
                         22000 AOL Way
                         Dulles, Virginia 20166
                         Fax no. 703-265-1206

                         And

                         Deputy General Counsel
                         America Online, Inc.
                         22000 AOL Way
                         Dulles, Virginia 20166
                         Fax no. 703-265-3992

     14.2  Section 365(n) of Bankruptcy Code. All rights and licenses granted
           ---------------------------------
under or pursuant to this Agreement by Purchase Pro to AOL or by AOL to Purchase
Pro are, and shall otherwise be deemed to be, for purposes of Section 365(n) of
the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq. (the
"Bankruptcy Code"), licenses of rights to "intellectual property" as defined
under Section 101(56) of the Bankruptcy Code. The parties agree that AOL and
Purchase Pro, as licensees of such rights and licenses, shall retain and may
fully exercise all of their respective rights and elections under the Bankruptcy
Code, provided such licensee party abides by the terms of this Agreement.

     14.3  Non-Exclusivity. Purchase Pro and AOL agree except for any express
           ---------------
obligations of AOL and Purchase Pro as set forth in this Agreement and the
Interactive Marketing Agreement, nothing in this Agreement is intended or shall
be construed to prohibit or restrict either AOL or Purchase Pro from developing
or acquiring products or services similar to or competitive with products or
services of the other party.

     14.4  Waiver. The waiver by either party of a breach of or a default under
           ------
any provision of this Agreement, shall not be construed as a waiver of any
subsequent breach of the same or any other provision of the Agreement, nor shall
any delay or omission on the part of either party to exercise or avail itself of
any right or remedy that it has or may have hereunder operate as a waiver of any
right or remedy. Except as expressly provided herein to the contrary, no
amendment or modification of any provision of this Agreement shall be effective
unless in writing and signed by a duly authorized signatory of Purchase Pro and
AOL.

     14.5  Costs and Expenses. Except as expressly provided herein to the
           ------------------
contrary, each party shall be responsible for its costs and expenses incurred in
connection with the negotiation and execution of this Agreement and its
performance hereunder.

     14.6  No Partnership. No agency, partnership, joint venture, or employment
           --------------
is created as a result of this Agreement and neither AOL nor AOL's agents shall
have any authority of any kind to bind Purchase Pro in any respect whatsoever,
nor shall Purchase Pro or Purchase Pro's agents have any authority of any kind
to bind AOL.

                                      -36-
<PAGE>

     14.7  Governing Law. Except as otherwise expressly provided herein, the
           -------------
Agreement will be interpreted, construed and enforced in all respects in
accordance with the laws of the state of New York except for its conflict of law
principles.

     14.8  Headings. The captions and section and paragraph headings used in
           --------
this Agreement are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement.

     14.9  Severability. If the application of any provision or provisions of
           ------------
this Agreement to any particular facts of circumstances shall be held to be
invalid or unenforceable by any court of competent jurisdiction, then: (i) the
validity and enforceability of such provision or provisions as applied to any
other particular facts or circumstances and the validity of other provisions of
this Agreement shall not in any way be affected or impaired thereby; and (ii)
such provision or provisions shall be reformed without further action by the
parties hereto and only to the extent necessary to make such provision or
provisions valid and enforceable when applied to such particular facts and
circumstances.

     14.10 Entire Agreement. This Agreement, including the attachments hereto,
           ----------------
and the Interactive Marketing Agreement and the other agreements required to be
executed and delivered thereunder, constitute the entire agreement between the
parties concerning the subject matter hereof and supersedes all proposals or
prior agreements whether oral or written, and all communications between the
parties relating to the subject matter of this Agreement and all past courses of
dealing or industry custom. In the event of any conflict between the term of
this Agreement and the terms of Exhibit A, the terms of this Agreement shall be
controlling.

     14.11 No Presumptions. No presumption shall arise in interpreting the
           ---------------
provisions of this Agreement by virtue of the role a party or its counsel played
in drafting this Agreement or any provision hereof.

     14.12 Assignment and Sublicenses. This Agreement may not be assigned by
           --------------------------
either party without the prior written consent of the other party except as set
forth in the Interactive Marketing Agreement.

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

AMERICA ONLINE, INC.                    PURCHASEPRO.COM, INC.



By: ______________________              By: _______________________
Name:                                   Name:
Title:                                  Title:

                                      -37-
<PAGE>

                                   EXHIBIT A
                                   ---------

                        Hosting and Operating Standards
                        -------------------------------

1.  Exchange Infrastructure. Where Purchase Pro is required to provide Hosting
    -----------------------
    of the AOL Exchange under the Technology Development Agreement, Purchase Pro
    will be responsible for all communications, hosting and connectivity costs
    and expenses associated with the AOL Exchange and the Purchase Pro Exchange.
    Purchase Pro will provide all hardware, software, telecommunications lines
    and other infrastructure necessary to meet traffic demands on the from the
    AOL Network. Purchase Pro will design and implement the network between the
    AOL Service and AOL Exchange and/or the Purchase Pro Exchange such that (i)
    no single component failure over which Purchase Pro exercises control will
    have a materially adverse impact on AOL Users seeking to reach the AOL
    Exchange or the Purchase Pro Exchange from the AOL Network and (ii) no
    single line under material control by Purchase Pro will run at more than 70%
    average utilization for a 5-minute peak in a daily period.

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

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

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

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

6.  Telecommunications. Where applicable, Purchase Pro will utilize encryption
    ------------------
    methodology to secure data communications between the Parties' data centers.

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

8. Technical Performance.
   ---------------------

   i.     Purchase Pro will design the AOL Exchange and the Purchase Pro
          Exchange to support the AOL-client embedded versions of the Microsoft
          Internet Explorer 4.XX and 5.XX browsers (Windows and Macintosh)and
          the Netscape Browser 4.XX and 6.XX versions and make commercially
          reasonable efforts to support all other AOL browsers listed at:
          "http://webmaster.info.aol.com."

                                      -38-
<PAGE>

    ii.   To the extent Purchase Pro creates customized pages on the Purchase
          Pro Exchange for AOL Members, Purchase Pro shall develop and employ a
          methodology to detect AOL Members (e.g. examine the HTTP User-Agent
          field in order to identify the "AOL Member-Agents" listed at:
          "http://webmaster. info.aol.com)."
    iii.  Purchase Pro will periodically review the technical information made
          available by AOL at http://webmaster.info.aol.com.
                              -----------------------------
    iv.   Purchase Pro will design AOL Exchange and the Purchase Pro Exchange to
          support HTTP 1.0 or 1.1 as defined in RFC 1945 and to adhere to AOL's
          parameters for refreshing or preventing the caching of information in
          AOL's proxy system as outlined in the document provided at the
          following URL:http://webmaster.info.aol.com.
                        -----------------------------
          Purchase Pro is responsible for the manipulation of these parameters
          in web-based objects so as to allow them to be cached or not cached as
          outlined in RFC 1945.
    v.    Prior to releasing material, new functionality or features through the
          AOL Exchange and/or the Purchase Pro Exchange ("New Functionality"),
          Purchase Pro will use commercially reasonable efforts to (i) test the
          New Functionality to confirm its compatibility with AOL Service client
          software and (ii) provide AOL with written notice of the New
          Functionality so that AOL can perform tests of the New Functionality
          to confirm its compatibility with the AOL Service client software.
          Should any new material, new functionality or features through the AOL
          Exchange or the Purchase Pro Exchange be released without notification
          to AOL, AOL 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 AOL Service.

                                      -39-