AOL Technology Development Agreement

TECHNOLOGY DEVELOPMENT AGREEMENT
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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.


(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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(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


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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


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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


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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.


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(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


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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


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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."

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