Executive Employment Agreement - PurchasePro.com Inc. and Allen R. Winder


                         EXECUTIVE EMPLOYMENT AGREEMENT

     This  Executive  Employment  Agreement  (this  "Agreement")  is made by and
between PurchasePro.com,  Inc., a Nevada corporation (the "Company"),  and Allen
R. Winder ("Executive").

     WHEREAS, the Company wishes to enter into an agreement with Executive,  and
Executive wishes to enter into an agreement with the Company,  whereby Executive
shall be employed by the Company under the terms and conditions set forth below;

     THEREFORE, the parties agree as follows:

I. EMPLOYMENT: THIS AGREEMENT.

     Executive's employment with the Company shall be at-will, meaning it may be
terminated  by the Company or Executive at any time,  with or without  reason or
cause,  although Executive agrees to remain employed by the Company for a period
of not less than thirty-six (36) months  immediately  following the date of this
Agreement.

     Executive's employment with the Company shall be governed by the provisions
of this Agreement for the period  commencing with the date of this Agreement and
continuing until this Agreement is terminated pursuant to section VII below (the
"Employment Period").

II. DUTIES AND RESPONSIBILITIES.

     A.  Executive  shall be employed  by the Company in the  position of Senior
Vice President of Sales, and shall be given  responsibilities  commensurate with
his position,  which  responsibilities  may change as business  needs and market
conditions change from time to time.

     B. During the Employment  Period,  Executive shall devote his full business
time, best efforts, abilities, energies and skills to the good faith performance
of his duties and responsibilities  hereunder, and shall perform said duties and
responsibilities   at  all  reasonable  times  and  places  in  accordance  with
reasonable   directions  and  requests  made  by  the  Company  consistent  with
Executive's  position and the Company's  business  needs.  During the Employment
Period,  except  with  respect to  Executive's  current  investment  activity as
disclosed to the Company prior to the date hereof, Executive shall not engage in
any other  employment,  business,  or business related activity unless Executive
receives the Company's prior written  approval from the Chief Executive  Officer
or Chief  Operating  Officer to hold such outside  employment  or engage in such
business or activity,  which written approval shall not be unreasonably withheld
if  such  outside  employment,  business  or  activity  would  not in any way be
competitive  with the business or proposed  business of the Company or otherwise
conflict with or adversely affect in any way Executive's  performance under this
Agreement.

III. CASH COMPENSATION.

     A.  Executive  shall be paid a base  salary  at a rate of  $250,000.00  per
annum,  together with an automobile  allowance of $1,000 per month, and a mobile
or cellular phone allowance of up to $300 per month. Such rates shall be subject
to  review  and  change by the  Company,  in its  discretion  from time to time,
generally on an annual basis.  Executive's base salary shall be paid at periodic
intervals  in  accordance  with the  Company's  payroll  practices  for salaried
employees.

     B.  Executive  shall be paid certain bonus  payments  assuming  performance
objectives to be  established  in a plan  mutually  developed by the Company and
Executive are met in all  respects,  payable in such manner as set forth in such
plan. Executive shall submit such plan to the Company for approval within thirty
(30) days after the date of this Agreement,  whereupon Company shall review such
plan and work in good faith with Executive to finalize such plan. The plan shall
be subject to approval by the Company in its reasonable discretion.

     C. In addition to the bonus payments from Section III.B. above,  subject to
the  terms  and  conditions  in effect  from  time to time,  Executive  shall be
eligible to participate in the Company's bonus or incentive compensation plan in
effect for executive  level  employees which may take into account the following
factors:  the Company's  achievement of the financial objectives and performance
milestones  established  by the Company's  Board of Directors  (the "Board") for
each bonus/incentive  compensation period; Executive's achievement of individual
performance  objectives as agreed by Executive and  Executive's  supervisor  for
such  period;  and  Executives  continued  employment  through the close of such
period.

     D. With  respect  to any and all cash  compensation  payable  to  Executive
hereunder,  the  Company  shall  comply  with  all  applicable  tax  withholding
requirements,  and shall  make such other  deductions  as may be  authorized  by
Executive.

IV. EMPLOYEE BENEFITS AND EXPENSE REIMBURSEMENT.

     A.  Executive  shall be eligible to  participate  in all employee  benefits
generally  made  available  to  employees  of the  Company  from  time to  time,
including  group insurance and health and welfare benefit plans, as well as such
benefits that the Company generally makes available to its executives,  provided
the  Executive  meets the relevant  qualification  criteria  for such  benefits.
Subject to the policies in effect from time to time,  Executive  initially shall
accrue paid vacation  during the  Employment  Period at the rate of fifteen (15)
days per annum.  Executive  shall be entitled to all paid holidays in accordance
with the policy of the Company with respect to all employees.

     B. The Company shall provide Executive with corporate housing in Las Vegas,
Nevada unless Executive elects to locate permanent  housing,  in which event the
Company shall pay up to $5,000 in relocation  expenses  incurred by Executive in
accordance with the Company's relocation policy.

     C. Subject to the policies in effect from time to time,  Executive shall be
entitled  to receive  reimbursement  from the  Company  for all  reasonable  and
necessary business travel, business and business entertainment expenses incurred
by Executive in the performance of his duties hereunder.

V. CONFIDENTIAL AND PROPRIETARY INFORMATION.

     Throughout the Employment Period,  Executive shall execute,  not later than
two (2) business days after being  requested by the Company,  the Company's form
or  amended  or  supplemental  form  of  confidential/proprietary/trade   secret
information,  non-disclosure and/or inventions  assignment agreement,  and shall
comply at all relevant times with such agreement(s).

VI. STOCK OPTIONS.

     Simultaneously  herewith,  the  Company  will  issue to  Executive  options
(collectively, "Stock Options") to acquire up to 200,000 shares of the Company's
Common Stock  ("Shares")  in accordance  herewith and  otherwise  under the 1999
Stock Plan of PurchasePro.com,  Inc. (the "Plan"), at a price per Share equal to
the Fair Market  Value (as such term is defined in the Plan) on the date of this
Agreement  (subject to SEC rules and restrictions  imposed upon the officers and
major  shareholders of the  Corporation),  as set forth in the option  agreement
between you and the Company in the forms attached hereto as Exhibit A.

VII. TERMINATION OF EMPLOYMENT.

     Executive's  employment  shall  be  terminable  pursuant  to the  following
procedures:

     A. Death. Upon Executive's death,  Executive's employment shall immediately
and automatically terminate.

     B. Disability or for Cause. Executive's employment may be terminated by the
Company at any time, upon written notice,  due to Executive's  Disability or for
Cause. Such termination  shall be effective  immediately upon such notice, or on
such prospective date specified in such notice.

          1. For the purpose of this Agreement,  "Disability"  means Executive's
     inability,  either with or without reasonable  accommodation,  by reason of
     any physical or mental  injury,  illness or  impairment,  to  substantially
     perform the essential  functions required of his under this Agreement for a
     period of ninety (90) or more consecutive days.

          2.  For  the  purpose  of this  Agreement,  "Cause"  means  any of the
     following reasons:

               a.  Executive's  conviction or plea of nolo contendre to a felony
          offense;

               b. The Company's good faith determination that:

                    (1) the Executive has engaged in theft, fraud,  embezzlement
               or intentional dishonest conduct with respect to Company property
               or funds,  or intentional  dishonest  conduct with respect to any
               vendor,  partner,  affiliate or customer of the Company  which is
               harmful to the Company;

                    (2) the  Executive  has  materially  breached the  Company's
               confidential/proprietary/trade secret information, non-disclosure
               and/or inventions assignment agreement(s) signed by Executive;

                    (3) the Executive has materially breached one or more of his
               obligations under this Agreement;

                    (4) the  Executive  has  engaged  in an  intentional  act or
               misconduct  which has had, or potentially will have, a materially
               adverse  effect  upon  the  Company's  business,   operations  or
               reputation;

                    (5)  the  Executive  has  materially  breached   Executive's
               fiduciary   obligations   as  an  officer  of  the  Company,   if
               applicable; or

               c.  Executive's  continued  failure  to  adequately  perform  the
          duties,  functions  or  responsibilities  of  his  position,  provided
          however,   that  the  Company  shall  have  given  written  notice  to
          Executive,  and Executive  shall have had a period of thirty (30) days
          within which to cure the failure(s), described in such written notice,
          giving  rise to  possible  termination  for Cause  under this  Section
          XII(B)(2)(c).

     C.  Without  Cause.  Executive's  employment  under this  Agreement  may be
terminated without Cause: 

          1. By the  Company at any time for any reason  (excluding  Executive's
     death or Disability,  or for Cause),  by giving Executive written notice of
     such termination; or

          2. By  Executive  at any time after the  thirty-six  (36) month period
     immediately  following the date of this  Agreement for any reason by giving
     the  Company,  through  Executive's  direct  supervisor  and a copy  to the
     Company's  Vice  President  of  Human  Resources,  written  notice  of such
     termination.

     D.  Obligation  of Company  upon Any  Termination.  Except as  specified in
Section VIII,  below,  upon termination of Executive's  employment,  the Company
shall only be required:

          1. to pay  Executive  (or his  estate)  any  unpaid  base  salary  for
     services   rendered,   for  all  accrued  but  unused   vacation   and  any
     bonus/incentive compensation,  earned by Executive through the date of such
     termination;

          2. to allow Executive and/or his dependents to continue  participation
     only in those health benefits in which Executive  and/or his dependents are
     entitled  to  participate  pursuant  to the  terms  and  conditions  of the
     Consolidated  Omnibus  Budget   Reconciliation  Act  of  1985,  as  amended
     ("COBRA"): and

          3. to allow  Executive  (or his  estate) to enjoy the  benefits of his
     vested Stock  Options,  if any,  subject to the terms and  conditions  then
     applicable to those Stock Options. Unless Executive's stock or Stock Option
     agreement(s),   or  any  addendum  or  stock  acceleration  waiver  provide
     otherwise,  stock and  option  vesting  also  will  cease as of the date of
     termination,  although  Executive  (or his  estate)  would  be  allowed  to
     exercise  Executive's  vested  options during the time period set forth in,
     and in accordance with, Executive's stock or Stock Option agreement(s).

VIII. SEVERANCE.

     A.  Definitions.  For the  purpose  of this  Section  VIII,  the  following
definitions shall apply:
                  

          1.  "Involuntary   Termination"   shall  exclude  any  termination  of
     Executive's  employment by reason of Executive's  death or Disability or by
     the Company for Cause, and shall mean only:

               a. the Company's  termination of Executive's  employment  Without
          Cause, including within ninety (90) days following a Change in Control
          of the Company (as such term is defined in Section  2(b) of the Plan);
          or

               b.  Executive  voluntary  resignation  within  ninety  (90)  days
          following:

                    (1) a  reduction  in his total cash  compensation  potential
               (annual base salary rate and bonus  opportunity) by more than ten
               percent (10%); or

                    (2)  notice  from  the  Company   that  it  is  requiring  a
               relocation  of his  principal  place  of  residence  without  his
               consent.

     B.  Severance  Benefits.  In  the  event  of his  Involuntary  Termination,
Executive shall be entitled to the following: 

          1. Salary  Continuation.  For a period of twelve (12) months  measured
     from the date of his involuntary Termination,  salary continuation payments
     at the monthly rate of base salary in effect for  Executive  under  Section
     III(A),  above, just prior to the time of the act or omission  resulting in
     his Involuntary  Termination.  Such salary  continuation  payments shall be
     paid at  periodic  intervals  in  accordance  with  the  Company's  payroll
     practices for salaried  employees,  and shall be subject to all  applicable
     tax withholding requirements.

          2.  Bonus/Incentive  Compensation  Continuation.  Payment  of the full
     annual bonus/incentive compensation potential in effect for Executive under
     Section  III(B),  above,  just  prior  to the  time of the act or  omission
     resulting  in his  Involuntary  Termination,  to the extent not yet paid to
     Executive.  Such  bonus/incentive  compensation  payment shall be made in a
     single lump sum payment not later than thirty (30) days after the effective
     date of Executive's  Involuntary  Termination,  and shall be subject to all
     applicable tax withholding requirements.

          3. Health Plan Coverage.  Continued coverage under the Company's group
     health plans,  without  charge,  for Executive and his eligible  dependents
     upon his  election to receive such  continued  coverage  under COBRA.  Such
     Company-paid  coverage  shall  continue  until  the  earlier  of:  (i)  the
     expiration of the twelve (12) month period measured from the effective date
     of  Executive's  Involuntary  Termination,  or (ii) the first date on which
     Executive  is covered  under  another  employer's  health  plan(s)  without
     exclusion for any pre-existing  medical  condition.  Any additional  health
     care coverage to which  Executive and his  dependents may be entitled under
     COBRA  following  the  period  of such  Company-paid  coverage  shall be at
     Executive's sole cost and expense.

     C. Limitations on Severance Benefits.

          1. The  benefits  provided  Executive  under this Section VIII are the
     only severance benefits,  or measure of damages or loss, to which Executive
     is entitled  under this  Agreement  upon the  termination of his employment
     with the  Company,  and no other  severance  benefits  shall be provided to
     Executive by the Company pursuant to any other severance plan or program of
     the Company (or of its parent or subsidiary or related company).

          2. The severance provided by this Section VIII(B), shall be reduced by
     any amount to which  Executive  may be entitled  under the  federal  Worker
     Adjustment Retraining Notification Act.

          3.  In the  event  Executive  breaches  any of his  obligations  under
     Sections V or IX:

               a. Executive shall cease to be entitled to any severance benefits
          otherwise to be provided under Section VIII(B);

               b. the Company  shall be entitled to recover from  Executive  any
          and all amounts  paid to or on behalf of the  Executive  as  severance
          under Section VIII(B), and

               c. the  Company  shall  be  entitled  to take any and all  action
          necessary to pursue legal and equitable  remedies  against  Executive,
          including,  without limitation,  injunctive relief; provided, however,
          this  Agreement  will remain in full force and effect  notwithstanding
          any such action by the Company.

IX. RESTRICTIVE COVENANTS.

     During the Employment Period and for a period that is not less than one (1)
year after the  termination of Executive's  employment for any reason other than
death, Executive shall be subject to the following restrictive covenants:

     A.  Executive  shall not  directly or  indirectly  encourage or solicit any
employee,  consultant  or  independent  contractor  to leave the  employment  or
service of the Company,  or of its parent or subsidiary or related company,  for
any reason or interfere in any other manner with such  relationships at the time
existing  between the Company (or its parent or subsidiary  or related  company)
and its employees, consultants and independent contractors.

     B. Executive shall not directly or indirectly solicit any customer, vendor,
supplier,  licensor,  licensee or other business  affiliate of the Company or of
its parent or subsidiary or related  company;  or directly or indirectly  induce
any such person to terminate its existing business relationship with the Company
(or its parent or  subsidiary  or related  company)  or  interfere  in any other
manner  with any  existing  business  relationship  between  the Company (or its
parent  or  subsidiary  or  related  company)  and any  such  customer,  vendor,
supplier, licensor, licensee or other business affiliate.

     C. Executive shall not serve as an employee,  agent,  consultant,  advisor,
independent  contractor,   general  partner,  officer,  director,   stockholder,
investor, lender or guarantor, or in any other capacity, directly or indirectly,
of or for any  corporation,  partnership  or other  entity,  to the  extent  any
material  portion of the  business  of such  corporation,  partnership  or other
entity is  related  to the  research  or  development  with  respect  to, or the
marketing or sale of, any products or services for the carrying on of electronic
commerce  transactions using technology or technologies similar in the design or
functionality   to  the  proprietary   technology  of  the  Company   (hereafter
collectively referred to as a "Business") in the United States or throughout the
world, nor shall Executive permit the use of Executive's name in connection with
any Business.

     D.   Notwithstanding   the  foregoing,   Executive  may  own,  directly  or
indirectly,  solely as an  investment,  up to one  percent  (1%) of any class of
"publicly   traded   securities"   of  any  business  that  is   competitive  or
substantially  similar to the  Businesses or any person who owns a business that
is competitive or  substantially  similar to the Businesses.  The term "publicly
traded  securities"  shall  mean  securities  that  are  traded  on  a  national
securities exchange or listed on the NASDAQ Stock Market or Bulletin Board.

     E. The parties agree that if any of the foregoing  restrictive covenants is
found by a court to be  unreasonable,  the court  shall  reduce  and limit  such
covenants to such area,  scope or period as shall be deemed  reasonable  and the
parties shall comply with such reductions and limitations.

     F.  Executive  hereby   acknowledges  that  monetary  damages  may  not  be
sufficient to compensate the Company for any economic loss which may be incurred
by  reason  of  Executive's  breach  of  the  foregoing  restrictive  covenants.
Accordingly,  in the event of any such breach, the Company shall, in addition to
the  termination of this Agreement and any remedies  available to the Company at
law,  be  entitled  to  obtain  equitable  relief  in the form of an  injunction
precluding  Executive from  continuing  such breach,  or in the form of a decree
requiring specific performance of the covenants set forth herein.

X. MISCELLANEOUS.

     A.  Governing  Law. This  Agreement  shall be construed and  interpreted in
accordance with the laws of the State of Nevada without regard to
its choice of law rules.

     B. Severability; Judicial Modification. Should any provision, or portion of
a provision,  of this Agreement  become or be deemed  unenforceable by reason of
the scope,  extent or duration of its  coverage,  then such  provision  shall be
deemed amended to the extent  necessary to conform to applicable law so as to be
valid and enforceable.  Should any provision, or portion of a provision, of this
Agreement be deemed  unenforceable for any other reason,  such  unenforceability
will not  affect  any  other  provision,  or  portion  of a  provision,  of this
Agreement  and  this  Agreement  shall  be  construed  as if such  unenforceable
provision, or portion of provision, had never been contained herein.

     C. Remedies.  Except as otherwise  provided herein, all rights and remedies
provided  pursuant to this Agreement or by law shall be cumulative,  and no such
right or remedy shall be  exclusive of any other.  A party may pursue any one or
more rights or remedies hereunder or may seek damages or specific performance in
the event of another party's breach  hereunder or may pursue any other available
remedy.

     D.  Arbitration.  Any and all disputes  between  Executive  and the Company
which arise out of Executive's  employment  under the terms of this Agreement or
the termination of such employment  shall be resolved  through final and binding
arbitration. Such disputes shall include, without limitation,  disputes relating
to this  Agreement,  Executive's  employment  by the Company or the  termination
thereof,  claims for breach of contract or breach of the  covenant of good faith
and fair dealing,  and any claims of  discrimination or other claims under Title
VII of the Civil Rights Act of 1964, the Age  Discrimination  in Employment Act,
the Americans With Disabilities Act, or any other federal, state or local law or
regulation now or later in concerning Executive's employment with the Company or
its termination. The only claims not covered by this Agreement are:

          1. Executive's claims for benefits under the worker's  compensation or
     unemployment insurance laws, which will be resolved pursuant to those laws;
     and

          2. Any claims by the Company or by Executive  arising from or relating
     to Section V or Section IX of this Agreement.

Binding arbitration will be conducted in accordance with existing procedures for
resolution or employment disputes of the American Arbitration Association in the
largest  metropolitan  area within one hundred (100) miles of  Executive's  most
recent  principal  residence.  Each  party will  share  equally  the cost of the
arbitration  filing and hearing fees,  and the cost of the  arbitrator,  and the
prevailing party shall be entitled to recover his/its reasonable  attorneys fees
and costs incurred with respect to the arbitration.  The parties  understand and
agree that the  arbitration  shall be instead of any civil  litigation  and that
each is waiving the right to a jury trial as to such claims. The parties further
understand and agree that the  arbitrator's  decision shall be final and binding
to the fullest  extent  permitted  by law and  enforceable  by any court  having
jurisdiction thereof.

     E. Assignment;  Successors. This Agreement may not be assigned by Executive
without the Company's written consent.
                  
This  Agreement  shall  be  binding  on the  heirs,  executors,  administrators,
personal representatives, successors and assigns of Executive and the Company.

     F.  Counterparts.   This  Agreement  may  be  executed  in  more  than  one
counterpart,  each of  which  shall  be  deemed  an  original,  but all of which
together shall constitute but one and the same instrument.

     G.  Changes to  Agreement.  This  Agreement  may only be changed by another
written agreement signed by Executive and an authorized officer of the Company.

     H. Notices.  Any and all notices under this Agreement,  including notice of
change of address,  shall be in writing and shall be deemed given when delivered
personally, when received by overnight delivery, or three (3) days after deposit
in the United States mail,  certified or  registered,  postage  prepaid,  return
receipt requested, addressed to the party to whom such notice is being given.

          1. To the Company:  To the Executive's direct supervisor,  with a copy
     to the Company's Vice President of Human
                           
Resources, at each such person's principal place of employment with the Company.

          2. To Executive:  To the Executive at 9955 Longview Drive,  Lone Tree,
     Colorado 80124,  with a copy to counsel  designated by Executive in writing
     to the Company from time to time.

     I.  Complete   Agreement:   There  are  no  promises,   representations  or
commitments  made between  Executive  and the Company that do not appear in this
Agreement.  This  Agreement  supersedes,  cancels and replaces any and all prior
verbal and written  agreements between Executive and the Company arising from or
relating to the subject  matters  covered  (including but not limited to any and
all offer letters,  employment,  termination,  change in control,  severance and
compensation  agreement)  except the following  which shall remain in full force
and effect in accordance with their respective terms:

          1. The  Company's  Employee  Proprietary  Information  and  Inventions
     Agreement or other  confidential/proprietary/trade  secret  information and
     inventions assignment agreements entered from time to time by Executive and
     the Company; and

          2. Any stock  option grant  notice or stock  option  agreement,  stock
     purchase/issuance  agreements,  addenda  to stock  option/purchase/issuance
     agreement(s), and/or stock acceleration waiver entered from time to time by
     Executive and the Company.



Dated:__________________________________  PurchasePro.com, Inc.
       


                                          By __________________________________

                                          Title:_______________________________


Dated:____________________________        EXECUTIVE


                                          _____________________________________
                                          Allen R. Winder