<PAGE>
          Filed with the Securities and Exchange Commission on March 20, 2002

                                                      Registration No.__________




                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                  NexPrise, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<CAPTION>
                Delaware                                     77-0465496
     ---------------------------------          ------------------------------------
<S>                                            <C>
       (State or other jurisdiction             (I.R.S. employer identification no.)
     of incorporation or organization)
</TABLE>

                       701 Palomar Airport Road, Suite 110
                               Carlsbad, CA 92009
            --------------------------------------------------------
            (Address of principal executive offices)      (Zip code)


                       NexPrise, Inc. 1998 Stock Plan and
                        1999 Directors' Stock Option Plan

                 Options Assumed by NexPrise, Inc. and Granted
                  Under the InfoPrise, Inc. 2000 Non-Employee
                   Equity Incentive Plan and InfoPrise, Inc.
                           2000 Equity Incentive Plan
                     -------------------------------------
                            (Full title of the plan)

                                  Jerry Natoli
                            Chief Financial Officer

                                 NexPrise, Inc.
                               1010 Joaquin Road
                            Mountain View, CA 94043
                    ---------------------------------------
                    (Name and address of agent for service)


Telephone number, including area code, of agent for service: (650) 567-7500.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.


<PAGE>

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                    Proposed            Proposed
                                                                     maximum             maximum
Title of securities to                       Amount to be         offering price         aggregate               Amount of
be registered (1)                           registered (2)        per share (3)      offering price (3)      registration fee
-----------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                  <C>                 <C>                     <C>

1998 Stock Plan                                 4,885,393         $        0.33         $1,612,179.69         $      148.32
Common Stock
(Par Value $0.0002)

1999 Directors' Stock Option Plan
Common Stock                                       30,000         $        0.33         $    9,900.00         $        0.91
(Par Value $0.0002)

Assumed Options under the
  InfoPrise, Inc. 2000 Non-Employee
Equity Incentive Plan                              55,473         $        0.07         $    3,883.11         $        0.36
Common Stock
(Par Value $0.0002)

Assumed Options under the
  InfoPrise, Inc. 2000 Equity
Incentive Plan                                    905,039         $        0.07         $   63,352.73         $        5.83
Common Stock
(Par Value $0.0002)


TOTAL                                           5,875,905                               $1,689,315.53         $      155.42
</TABLE>

----------

(1)     The securities to be registered include options to acquire Common Stock.

(2)     Pursuant to Rule 416(a), this registration statement also covers any
        additional securities that may be offered or issued in connection with
        any stock split, stock dividend or similar transaction.

(3)     Estimated pursuant to Rule 457(h) solely for purposes of calculating the
        registration fee. As to shares under the 1998 Stock Plan and the 1999
        Directors' Stock Option Plan, the price is based upon the average of the
        high and low prices of the registrant's Common Stock on March 15, 2002,
        as reported on the Nasdaq National Market. As to shares subject to
        outstanding but unexercised options assumed by registrant under the
        InfoPrise, Inc. 2000 Non-Employee Equity Incentive Plan and the
        InfoPrise, Inc. 2000 Equity Incentive Plan, the price is computed on the
        basis of the weighted average exercise price of the options.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3. Incorporation of Documents by Reference.


        NexPrise, Inc. (the "Company") hereby incorporates by reference in this
registration statement the following documents:

        (a) The Company's Annual Report on Form 10-K containing audited
financial statements for the Company's latest fiscal year ended December 31,
2001, as filed with the Commission on February 25, 2002 (File Number 000-26811).

        (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the document referred to in (a)
above.

        (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

        The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

        The validity of the shares of Common Stock to be offered hereunder has
been passed upon for the Company by Gray Cary Ware & Freidenrich, LLP ("GCWF").
As of March 18, 2002, certain attorneys of GCWF owned 150,000 shares of the
Common Stock of the Company.

Item 6. Indemnification of Directors and Officers

        Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law,



<PAGE>

================================================================================

illegal payment of dividends or stock redemptions or repurchases, or for any
transaction from which the director derives an improper personal benefit. As
permitted by the statute, the Company has adopted provisions in its Certificate
of Incorporation which eliminate to the fullest extent permissible under
Delaware law the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care.

        Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted under
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company has entered into agreements with its directors and
certain of its executive officers that require the Company to indemnify such
persons to the fullest extent permitted under Delaware law against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of the Company or any of its affiliated enterprises. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.

        Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1993 as
amended (the "Securities Act").

Item 7. Exemption From Registration Claimed

        Inapplicable.

Item 8. Exhibits

        See Exhibit Index.

Item 9. Undertakings

        The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof)


<PAGE>


which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

           (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>

                                    SIGNATURE


        Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mountain View, State of California, on March
18, 2002.


                                             NexPrise, Inc.



                                             By:    /s/ Jerry Natoli
                                                -------------------------------
                                                 Jerry Natoli
                                                 Chief Financial Officer

<PAGE>


                                POWER OF ATTORNEY


        The officers and directors of NexPrise, Inc. whose signatures appear
below, hereby constitute and appoint Ted Drysdale and Jerry Natoli, and each of
them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, shall do or cause to be
done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on March 18, 2002.


<TABLE>
<CAPTION>
         Signature                                                      Title
         ---------                                                      -----
<S>                                                   <C>
/s/ Ted Drysdale                                      President, Chief Executive Officer and Chairman
---------------------------------                     of the Board (Principal Executive Officer)
Ted Drysdale


/s/ Jerry Natoli                                      Chief Financial Officer
---------------------------------                     (Principal Financial and Accounting Officer)
Jerry Natoli


/s/ David P. Perry                                    Vice Chairman of the Board of Directors
---------------------------------
David P. Perry


/s/ John Glancy                                       Director
---------------------------------
John Glancy


/s/ Thomas Insley                                     Director
---------------------------------
Thomas Insley


/s/ Thomas Jones                                      Director
---------------------------------
Thomas Jones


/s/ Gary Lenz                                         Director
---------------------------------
Gary Lenz
</TABLE>


<PAGE>

                                  EXHIBIT INDEX


4.1     Amended and Restated Certificate of Incorporation of the Company is
        incorporated by reference to Exhibit 3.1 to the Company's Registration
        Statement on Form S-1 filed with the Securities and Exchange Commission
        on May 14, 1999, as amended, which Registration Statement was declared
        effective July 26, 1999 (File No. 333-78505).

4.2     Amended and Restated Bylaws of the Company are incorporated by reference
        to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed with
        the Securities and Exchange Commission on February 26, 2001 (File No.
        000-26811).

4.3     Agreement and Plan of Merger and Reorganization dated February 4, 2002
        by and among the Company, InfoPrise, Inc., a Delaware corporation,
        Indigo Acquisition Corporation, a Delaware corporation, Raj Tolani, Can
        Nguyen and Timeline Venture Investors I, LP as Principal Stockholders
        and Timeline Venture Management, LLC as Securityholders' Agent is
        incorporated by reference to Exhibit 2.10 to the Company's Current
        Report on Form 8-K filed with the Securities and Exchange Commission on
        February 8, 2002.

5       Legal Opinion of Gray Cary Ware & Freidenrich LLP

23.1    Consent of Counsel (included in Exhibit 5)

23.2    Independent Auditors' Consent

24      Power of Attorney (included in signature pages to this registration
        statement)

99.1    InfoPrise, Inc. 2000 Non-Equity Incentive Plan

99.2    InfoPrise, Inc. 2000 Equity Incentive Plan
[{"type": "S-8", "sequence": "1", "filename": "f79931ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18252}]
{"company-data": {"conformed-name": "NEXPRISE INC", "cik": "0001047499", "assigned-sic": "5160", "irs-number": "770465496", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84596", "film-number": "02579922"}, "business-address": {"street1": "1010 JOAQUIN ROAD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "6505678900"}, "mail-address": {"street1": "1010 JOAQUIN ROAD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}, "former-company": [{"former-conformed-name": "VENTRO CORP", "date-changed": "20000222"}, {"former-conformed-name": "CHEMDEX CORP", "date-changed": "19990510"}]}
Filed with the Securities and Exchange Commission on March 20, 2002

                                                      Registration No.__________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  NexPrise, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
Delaware                                     77-0465496
     ---------------------------------          ------------------------------------
(State or other jurisdiction             (I.R.S. employer identification no.)
     of incorporation or organization)
701 Palomar Airport Road, Suite 110
                               Carlsbad, CA 92009
            --------------------------------------------------------
            (Address of principal executive offices)      (Zip code)

                       NexPrise, Inc. 1998 Stock Plan and
                        1999 Directors' Stock Option Plan

                 Options Assumed by NexPrise, Inc. and Granted
                  Under the InfoPrise, Inc. 2000 Non-Employee
                   Equity Incentive Plan and InfoPrise, Inc.
                           2000 Equity Incentive Plan
                     -------------------------------------
                            (Full title of the plan)

                                  Jerry Natoli
                            Chief Financial Officer

                                 NexPrise, Inc.
                               1010 Joaquin Road
                            Mountain View, CA 94043
                    ---------------------------------------
                    (Name and address of agent for service)

Telephone number, including area code, of agent for service: (650) 567-7500.

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
                                                                    Proposed            Proposed
                                                                     maximum             maximum
Title of securities to                       Amount to be         offering price         aggregate               Amount of
be registered (1)                           registered (2)        per share (3)      offering price (3)      registration fee
-----------------------------------------------------------------------------------------------------------------------------
1998 Stock Plan                                 4,885,393         $        0.33         $1,612,179.69         $      148.32
Common Stock
(Par Value $0.0002)

1999 Directors' Stock Option Plan
Common Stock                                       30,000         $        0.33         $    9,900.00         $        0.91
(Par Value $0.0002)

Assumed Options under the
  InfoPrise, Inc. 2000 Non-Employee
Equity Incentive Plan                              55,473         $        0.07         $    3,883.11         $        0.36
Common Stock
(Par Value $0.0002)

Assumed Options under the
  InfoPrise, Inc. 2000 Equity
Incentive Plan                                    905,039         $        0.07         $   63,352.73         $        5.83
Common Stock
(Par Value $0.0002)

TOTAL                                           5,875,905                               $1,689,315.53         $      155.42
----------

(1)     The securities to be registered include options to acquire Common Stock.

(2)     Pursuant to Rule 416(a), this registration statement also covers any
        additional securities that may be offered or issued in connection with
        any stock split, stock dividend or similar transaction.

(3)     Estimated pursuant to Rule 457(h) solely for purposes of calculating the
        registration fee. As to shares under the 1998 Stock Plan and the 1999
        Directors' Stock Option Plan, the price is based upon the average of the
        high and low prices of the registrant's Common Stock on March 15, 2002,
        as reported on the Nasdaq National Market. As to shares subject to
        outstanding but unexercised options assumed by registrant under the
        InfoPrise, Inc. 2000 Non-Employee Equity Incentive Plan and the
        InfoPrise, Inc. 2000 Equity Incentive Plan, the price is computed on the
        basis of the weighted average exercise price of the options.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        NexPrise, Inc. (the "Company") hereby incorporates by reference in this
registration statement the following documents:

        (a) The Company's Annual Report on Form 10-K containing audited
financial statements for the Company's latest fiscal year ended December 31,
2001, as filed with the Commission on February 25, 2002 (File Number 000-26811).

        (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the document referred to in (a)
above.

        (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

        The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

        The validity of the shares of Common Stock to be offered hereunder has
been passed upon for the Company by Gray Cary Ware & Freidenrich, LLP ("GCWF").
As of March 18, 2002, certain attorneys of GCWF owned 150,000 shares of the
Common Stock of the Company.

Item 6. Indemnification of Directors and Officers

        Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law,
================================================================================

illegal payment of dividends or stock redemptions or repurchases, or for any
transaction from which the director derives an improper personal benefit. As
permitted by the statute, the Company has adopted provisions in its Certificate
of Incorporation which eliminate to the fullest extent permissible under
Delaware law the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care.

        Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted under
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company has entered into agreements with its directors and
certain of its executive officers that require the Company to indemnify such
persons to the fullest extent permitted under Delaware law against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of the Company or any of its affiliated enterprises. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.

        Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1993 as
amended (the "Securities Act").

Item 7. Exemption From Registration Claimed

        Inapplicable.

Item 8. Exhibits

        See Exhibit Index.

Item 9. Undertakings

        The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

           (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURE

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mountain View, State of California, on March
18, 2002.

                                             NexPrise, Inc.

                                             By:    /s/ Jerry Natoli
                                                -------------------------------
                                                 Jerry Natoli
                                                 Chief Financial Officer
POWER OF ATTORNEY

        The officers and directors of NexPrise, Inc. whose signatures appear
below, hereby constitute and appoint Ted Drysdale and Jerry Natoli, and each of
them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, shall do or cause to be
done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on March 18, 2002.
Signature                                                      Title
         ---------                                                      -----
/s/ Ted Drysdale                                      President, Chief Executive Officer and Chairman
---------------------------------                     of the Board (Principal Executive Officer)
Ted Drysdale

/s/ Jerry Natoli                                      Chief Financial Officer
---------------------------------                     (Principal Financial and Accounting Officer)
Jerry Natoli

/s/ David P. Perry                                    Vice Chairman of the Board of Directors
---------------------------------
David P. Perry

/s/ John Glancy                                       Director
---------------------------------
John Glancy

/s/ Thomas Insley                                     Director
---------------------------------
Thomas Insley

/s/ Thomas Jones                                      Director
---------------------------------
Thomas Jones

/s/ Gary Lenz                                         Director
---------------------------------
Gary Lenz
EXHIBIT INDEX

4.1     Amended and Restated Certificate of Incorporation of the Company is
        incorporated by reference to Exhibit 3.1 to the Company's Registration
        Statement on Form S-1 filed with the Securities and Exchange Commission
        on May 14, 1999, as amended, which Registration Statement was declared
        effective July 26, 1999 (File No. 333-78505).

4.2     Amended and Restated Bylaws of the Company are incorporated by reference
        to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed with
        the Securities and Exchange Commission on February 26, 2001 (File No.
        000-26811).

4.3     Agreement and Plan of Merger and Reorganization dated February 4, 2002
        by and among the Company, InfoPrise, Inc., a Delaware corporation,
        Indigo Acquisition Corporation, a Delaware corporation, Raj Tolani, Can
        Nguyen and Timeline Venture Investors I, LP as Principal Stockholders
        and Timeline Venture Management, LLC as Securityholders' Agent is
        incorporated by reference to Exhibit 2.10 to the Company's Current
        Report on Form 8-K filed with the Securities and Exchange Commission on
        February 8, 2002.

5       Legal Opinion of Gray Cary Ware & Freidenrich LLP

23.1    Consent of Counsel (included in Exhibit 5)

23.2    Independent Auditors' Consent

24      Power of Attorney (included in signature pages to this registration
        statement)

99.1    InfoPrise, Inc. 2000 Non-Equity Incentive Plan

99.2    InfoPrise, Inc. 2000 Equity Incentive Plan