Employment Agreement - PurchasePro.com Inc. and Richard St. Peter


 
                              [LOGO APPEARS HERE]

                                 July 16, 1999


Richard St. Peter
3000 Stern Drive
Las Vegas, NV 89117

Dear Richard:

     This letter agreement (the 'Agreement') 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 July 19, 1999 (the 'Effective Date'), you
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will serve as the Company's Senior Vice-President -- Chief Financial Officer and
Treasurer. You will be given such duties, responsibilities and authority as are
appropriate to such position. Throughout the term of your employment, you will
devote such 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.

     2.   Term. The term of this Agreement will commence on the Effective Date
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and shall continue for two (2) 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
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salary, payable in accordance with the Company's usual payroll practices during
your employment, at an annualized rate of $190,000 per year.

     4.   Bonus. During the term of this Agreement, you will be eligible for a
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bonus in an amount to be determined by the Company in its sole discretion.

     5.   Employee Benefit Programs. During your employment, you will be
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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 except for medical, dental, and life insurance. You will be
entitled to four weeks of vacation per year vested upon hire, provided that you
will not accrue unused vacation of more than eight weeks. The corporation shall
provide you with an expense allowance of $1,000 per month.

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

 
Mr. Richard St. Peter
July 16, 1999
Page 2

On the Effective Date, Stock Options to purchase 150,000 Shares at $6.00
(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 50,000 Shares shall vest six months
after the effective date, (ii), Stock Options on 25,000 Shares shall vest one
year after the effective date, and (iii) Stock Options on 75,000 Shares shall
vest two (2) years after the Effective Date.   No vesting shall occur under this
Section on or after the termination of your employment except in the event that
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).

     7.   Consequences of Termination of Employment.
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     (a)  For Cause. If the Company terminates your employment for Cause you
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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, and you will be
entitled to no other compensation from the Company. 'Cause' will exist in the
event you: (i) willfully breach this Agreement, which breach is not cured within
10 days following written notice from the Company; (ii) engage in conduct
constituting willful dishonesty toward, fraud upon, or deliberate or attempted
injury to the Company; or (iii) are negligent in the performance of your duties,
which negligence is not cured within 10 days following written notice from the
Company.

     (b)  Other than for Cause.  If the Company terminates your employment for
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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. In accordance with paragraph 6 all unvested 
stock options shall become immediately fully vested and shall remain 
exercisable for such 12-month period following termination. 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) 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 notice and 10 days to cure; or (iii) 
involuntarily relocates your primary place of employment outside of the Las 
Vegas Metropolitan area.

     (c)  Voluntary Termination. If you terminate your employment with the
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Company of your own volition other than in a Constructive Termination, 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
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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.

 
Mr. Richard St. Peter
July 16, 1999
Page 3

     (e)  Release of Claims. As a condition to the receipt of the payments
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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
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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. Commencing on the Effective Date, this
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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
that your rights to compensation and benefits hereunder, subject to the
limitations of this Agreement, may be transferred by will or operation of law.
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.

     9.   Governing Law. This Agreement will be deemed a contract made under,
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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
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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.

 
Mr. Richard St. Peter
July 16, 1999
Page 4

     (c)  If the mediation does not produce a resolution of the dispute, the
parties agree that the dispute shall be resolved by final and binding
arbitration in Las Vegas, Nevada. The parties shall attempt to agree to the
identity of an arbitrator, and, if they are unable to do so, they will obtain a
list of arbitrators from the Judicial Arbitration and Mediation Service and
select an arbitrator by striking names from that list. The arbitrator shall have
the authority to determine whether the conduct complained of violates the rights
of the complaining party and, if so, to grant any relief authorized by law. 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 5(f) of this Agreement. The parties agree that the
arbitration award shall be enforceable in Clark County Superior Court so long as
the arbitrator's findings of fact are supported by substantial evidence on the
whole and the arbitrator has not made errors of law.

     11.  Withholding. Anything to the contrary notwithstanding, following the
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Effective Date 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
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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.

 
Mr. Richard St. Peter
July 16, 1999
Page 5

     13.  Miscellaneous. No provision of this Agreement may be amended or waived
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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 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  /s/ CHRISTOPHER P. CARTON
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                                         Its President/COO/Sct'y
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ACKNOWLEDGED AND AGREED:


/s/ RICHARD ST. PETER
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(Richard St. Peter)


Dated: July 16, 1999