A bilateral exchange and distribution negotiation problem is a problem that two persons that both have demands for maximum evaluations or satisfying constraints decide an agreement plan about transition of resources which satisfies their demands when they distribute and/or exchange the resources. Each negotiator has a private scheduling problem in which the agreement plan becomes parts of constraints, and it is important whether the scheme which is scheduled with the agreement plan satisfies his/her own demands or not. In this paper, the problem is formulated with two kinds of conditions as the measuring sticks for satisfaction to the demands at a scheme, and the negotiation method which solves the problem by transmitting candidates of agreement plans (called “plans") and the evaluations of the plans between the negotiators is proposed. In this method, a plan is created by improving one created by the opponent with purpose analysis knowledge which shows the way to improve plans, and an agreement plan is searched by the repeat of improving plans alternately. The proposed method is applied to a negotiation problem between companies, and the effectiveness of the method is confirmed.