Employment Agreement - PurchasePro.com Inc. and Michael Kennedy


                                January 31, 2000



Michael Kennedy
3291 North Buffalo Drive
Las Vegas, Nevada 89129

Dear Mike:

         This letter agreement (the "Agreement") entered into January 31, 2000
sets forth the terms and conditions of your employment with PurchasePro.com,
Inc. (the "Company").

         In consideration of the mutual covenants and promises made in this
Agreement, you and the Company agree as follows:

          1.   EMPLOYMENT. Commencing as of January 31, 2000, you will serve as
Chief Information Officer for PurchasePro.com, Inc. This is a senior
vice-president level position and an officer of the company. You will be given
such duties, responsibilities and authority as are appropriate to such position.
Throughout the term of your employment, you shall devote substantially all of
your business time and energies to the business and affairs of the Company as
needed to carry out your duties and responsibilities, subject to the overall
supervision of the company's President, Christopher P. Carton.

         2.       TERM. The term of this Agreement will commence on your start
of employment date, and shall continue for three (3) years thereafter. During
the term of this Agreement, your employment with the Company will be "at-will."
Either you or the Company can terminate your employment at any time and for any
reason, with or without cause and with or without notice, in each case subject
to the terms and provisions of paragraph 7 below.

         3.       SALARY. For your services to the Company, you will be paid a
base salary, payable in accordance with the Company's usual payroll practices
during your employment, at an annualized rate $ 100,000.00 per year for the
first 60 days and $175,000.00 per year thereafter which shall be reviewed
annually for increase.

         4.       BONUS. During the term of this Agreement, you will be eligible
for a bonus in an amount to be determined by the Company in its sole discretion
based on your performance reviews.





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         5.       EMPLOYEE BENEFIT PROGRAMS. During your employment, you will be
entitled to participate in all Company employee benefit plans and compensation
and perquisite programs made available to the Company's executives or salaried
employees generally. This includes family health, dental and disability
insurance consistent with the existing company policy. You will be entitled to
four weeks of vacation per year, provided that you will not accrue unused
vacation of more than five weeks. The corporation shall provide you with an
automobile allowance of $500.00 per month and a cell phone allowance of $100.00
per month.

         6.       STOCK OPTIONS. The Corporation will provide you with the
following options (collectively, "Stock Options") to acquire shares of the
Corporation's Class A Common Stock ("Shares"):

On your start of employment date (Grant day) Stock Options to purchase one
hundred thousand (100,000) Shares at a per share exercise price which shall be
the average between the price at the open of business and price at the close of
business on the grant day (subject to SEC rules and restrictions imposed upon
the officers and major shareholders of the Corporation). The Stock Options will
be exercisable at any time during the ten (10) year period commencing on vesting
of such Stock Options, as follows: (i) Stock Options on sixteen thousand five
hundred (16,500) shares shall vest three months after the grant date, (ii) Stock
Options on sixteen thousand five hundred (16,500) shares shall vest six months
after the grant date, (iii) Stock Options on thirty three thousand (33,000)
shares shall vest eighteen months after the grant date and (iv) Stock Options on
thirty four thousand (34,000) Shares shall vest three years after the grant
date. No vesting shall occur under this Section on or after the termination of
your employment except in the event the company is sold or there is a change of
control of the company or your employment is terminated without cause as
referenced in Section 7(b) below or should you die or be permanently disabled
per section 7(d) in which case you will be fully vested hereunder.

         7.       CONSEQUENCES OF TERMINATION OF EMPLOYMENT.

         (a)      FOR CAUSE. If the Company terminates your employment for Cause
you will be entitled to any unpaid salary, bonus and vacation due you pursuant
to paragraphs 3, 4 and 6 above through the date of termination, provided,
however, you will not be entitled to any other compensation from the Company.
"Cause" will exist in the event you engage in conduct constituting willful
dishonesty, intentional fraud, or persistent gross negligence in each case in
the performance of your duties to the Company that directly causes a substantial
and actual economic loss that is material to the financial condition of the
Company which is not cured within 30 days following notice from the Company.

         (b)      OTHER THAN FOR CAUSE. If the Company terminates your
employment for reasons other than Cause, you will be entitled to any unpaid
salary, bonus and vacation due you pursuant to paragraphs 3, 4 and 6 above
through the date of termination plus twelve (12) months of your base salary in
effect at the date of your termination of employment. You will not be entitled
to any other compensation from the Company. A Constructive Termination shall be
treated as a termination for reasons other than for Cause. "Constructive
Termination" will exist in the event you terminate your employment with the
Company after the Company: (i) materially breaches this Agreement, which breach
is not cured within 10 days following written notice from you; (ii)





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changes your title, working conditions or duties such that your powers are
diminished, reduced or otherwise changed to include powers, duties, or working
conditions which are not generally consistent with your title, continuing after
written noticed and 10 days to cure.

         (c)      VOLUNTARY TERMINATION. If you terminate your employment with
the Company of your own volition, such termination will have the same
consequences as a termination for Cause under subparagraph (a) above.

         (d)      DEATH OR DISABILITY. If your employment with the Company
terminates as a result of your death or total and permanent disability, such
termination will have the same consequences as a termination by the Company
other than for Cause under subparagraph (b) above.

         (e)      RELEASE OF CLAIMS. As a condition to the receipt of the
payments described in this paragraph 7, you shall be required to execute a
release of all claims arising out of your employment or the termination thereof
including, but not limited to, any claim of discrimination under state or
federal law, but excluding claims for indemnification from the Company under any
indemnification agreement with the Company, its certificate of incorporation and
by-laws or applicable law or claims for directors and officers' insurance
coverage.

         (f)      CONDITIONS TO RECEIPT OF PAYMENTS AND BENEFITS. In view of
your position and access to proprietary information, as a condition to the
receipt of payments described in this paragraph 7, you shall not, without the
Company's written consent, directly or indirectly, alone or as a partner, joint
venturer, officer, director, employee, consultant, agent or stockholder (other
than a less than 5% stockholder of a publicly traded company), within one year
of your date of termination from the Company (i) engage in any activity which is
in competition with the business, the products or services of the Company, (ii)
solicit any of the Company's employees, consultants or customers, (iii) hire any
of the Company's employees or consultants in an unlawful manner or actively
encourage employees or consultants to leave the Company, or (iv) otherwise
breach your proprietary information obligations. You agree to execute and comply
with the form of proprietary information agreement adopted by the Company.

         8.       ASSIGNABILITY; BINDING NATURE. This Agreement will be binding
upon you and the Company and your respective successors, heirs, and assigns.
This Agreement may not be assigned by you except for the following: (a) that
your rights to compensation and benefits hereunder, subject to the limitations
of this Agreement, may be transferred by will or operation of law, and (b) on or
after the date this agreement is signed you may assign your rights to the stock
options in paragraph 6 above, subject to the conditions of this Agreement, to
any trust established by you or any trust established for your benefit. No
rights or obligations of the Company under this Agreement may be assigned or
transferred except by operation of law in the event of a merger or consolidation
in which the Company is not the continuing entity, or the sale or liquidation of
all or substantially all of the assets of the Company, provided that the
assignee or transferee is the successor to all or substantially all of the
assets of the Company and assumes the Company's obligations under this Agreement
contractually or as a matter of law.





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         9.       GOVERNING LAW. This Agreement will be deemed a contract made
under, and for all purposes shall be construed in accordance with, the laws of
Nevada (without regard to its choice of law provisions).

         10.      ARBITRATION. The parties agree that any disputes arising out
of or related to the Agreement shall be resolved by using the following
procedures:

         (a)      The party claiming to be aggrieved shall furnish to the other
party a written statement of the grievance and the relief requested or proposed.

         (b)      If the other party does not agree to furnish the relief
requested or proposed, or otherwise does not satisfy the demand of the party
claiming to be aggrieved, the parties shall submit the dispute to non-binding
mediation before a mediator to be jointly selected by the parties.

         (c)      If the mediation does not produce a resolution of the dispute,
the parties agree that the dispute shall be resolved by binding arbitration in
Las Vegas, Nevada, before a single arbitrator knowledgeable of employment law
under the Commercial Arbitration Rules of the American Arbitration Association.
The arbitrator shall not have the authority to modify, change or refuse to
enforce the terms of this Agreement.

         (d)      Arbitration shall be the exclusive final remedy for any
dispute between the parties, and the parties agree that no dispute shall be
submitted to arbitration where the party claiming to be aggrieved has not
complied with the preliminary steps provided for above, provided however, that
this Section 10 shall not be construed to eliminate or reduce any right the
Company or the Executive may otherwise have to seek and obtain from a court a
temporary restraining order or a preliminary or permanent injunction to enforce
the restrictions of subparagraph 7(f) of this Agreement.

         11.      WITHHOLDING. Anything to the contrary notwithstanding, all
payments made by the Company hereunder to you or your estate or beneficiaries
will be subject to tax withholding pursuant to any applicable laws or
regulations. In lieu of withholding, the Company may, in its sole discretion,
accept other provision for payment of taxes as required by law, provided it is
satisfied that all requirements of law affecting its responsibilities to
withhold such taxes have been satisfied.

         12.      ENTIRE AGREEMENT. This Agreement contains all the legally
binding understandings and agreements between you and the Company pertaining to
the subject matter of this Agreement and supersedes all such agreements, whether
oral or in writing, previously entered into between the parties.

         13.      MISCELLANEOUS. No provision of this Agreement may be amended
or waived unless such amendment or waiver is agreed to by you and the Chief
Executive Officer or President of the Company in writing. No waiver by you or
the Company of the breach of any condition or provision of this Agreement will
be deemed a waiver of a similar or dissimilar provision or condition at the same
or any prior or subsequent time. In the event any portion of this Agreement





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is determined to be invalid or unenforceable for any reason, the remaining
portions shall be unaffected thereby and will remain in full force and effect to
the fullest extent permitted by law.

         Please indicate your acceptance and understanding of the terms of this
Agreement by signing and dating below.

                                            Sincerely,

                                            PURCHASEPRO.COM, INC.

                                            By
                                               --------------------------------
                                               Christopher P. Carton, President




ACKNOWLEDGED AND AGREED:



--------------------------------
Michael Kennedy