Executive Employment Agreement - PurchasePro.com Inc. and Richard L. Clemmer


                         EXECUTIVE EMPLOYMENT AGREEMENT

     This  Executive  Employment  Agreement  (this  "Agreement")  is made by and
between PurchasePro.com, Inc., a Nevada corporation (the "Company"), and Richard
L. Clemmer ("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 either
the Company or Executive may terminate  Executive's  employment with the Company
at any time and for any reason,  with or without cause,  in each case subject to
the terms and provisions 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 (the
"Effective Date") 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 Chief
Executive  Officer  of  the  Company,   and  shall  be  given   responsibilities
commensurate with his position,  which  responsibilities  may change as business
needs and market  conditions  change from time to time.  Executive  shall not be
required to serve in any positions, or take any title or duties,  subordinate to
that or those of Chief Executive Officer of the Company or any equivalent.

     B. Executive  shall be given the title of Vice Chairman and Chief Executive
Officer  of the  Company,  and shall be given a seat on the  Company's  Board of
Directors (the "Board");  provided however, that the foregoing is subject to the
approval of the shareholders of the Company from time to time.

     C.  As  Chief   Executive   Officer,   Executive  will  have  such  duties,
responsibilities  and authority as are appropriate to such position.  Throughout
the term of Executive's employment, Executive will devote such business time and
energies to the  business  and affairs of the Company as needed to carry out his
duties  and  responsibilities.  In his  capacity  as  Chief  Executive  Officer,
Executive  shall be subject to annual  performance  reviews  carried  out by the
Compensation Committee of the Board.

III. CASH COMPENSATION.

     A. Executive shall be paid a base salary at a rate of at least  $500,000.00
per annum.  Executive's  base  salary  shall be paid at  periodic  intervals  in
accordance with the Company's payroll practices for salaried employees.

     B. To induce  Executive to enter this Agreement and become  employed by the
Company as set forth herein, the Company shall pay Executive an initial bonus of
$1,100,000 no later than thirty (30) days following the Effective Date.

     C. Executive  shall be paid a guaranteed  bonus on an annual  calendar year
basis during the Employment Period of not less than $200,000. In addition,  each
calendar  year,  Executive  shall be paid an additional  bonus of between $0 and
$1,000,000,  the  amount  of  which  shall  be  determined  by the  Compensation
Committee  of the  Company's  Board of  Directors  based on  annual  performance
evaluations by the criteria established by the Board as agreed by Executive. The
bonus for any  particular  fiscal year shall be payable  within thirty (30) days
following the last day of such fiscal year.

     D. On June 1, 2001,  the Company  made a loan to Executive in the amount of
$1,316,055.28.  In consideration  of Executive's  appointment as Chief Executive
Officer and in order to induce  Executive to enter this Agreement,  such loan is
hereby forgiven effective immediately.

     E. 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.

     F. The Company  hereby  covenants and agrees that it shall not issue grants
of stock  options,  or pay  compensation  in the form of salary,  bonus or other
remuneration,  to any  other  employee  in  excess  of that  granted  or paid to
Executive,  except as may be granted or paid as sales  commission.  The  Company
further  covenants  and agrees that,  with respect to any grants to Executive of
stock options or common stock,  not less than one-third of each such grant shall
vest  immediately  upon grant and the  remaining  two-thirds  of each such grant
shall vest over a period of not more than three years.

IV. EMPLOYEE BENEFITS & EXPENSE REIMBURSEMENT.

     A. Executive shall be eligible to participate in all employee benefit plans
and  compensation  and  perquisite  programs  generally  made  available  to the
Company's  executives  and/or salaried  employees from time to time,  including,
without limitation,  group life insurance, medical and dental insurance, welfare
benefit plans, paid holidays, and such other benefits that the Company generally
makes  available to its  executives.  Executive  shall be entitled to, and shall
accrue,  paid vacation during the Employment Period at the rate of at least four
(4) weeks per year.

     B. In  addition  to the  foregoing,  Executive  shall  be  entitled  to the
following additional benefits:

          1. Reasonable  relocation expenses will be reimbursed or paid directly
     by the  Company,  with  definition  of  benefits  acceptable  to  Executive
     including  moving costs from  Executive's out of state homes and associated
     storage costs.

          2. Executive shall be entitled to, and Company will pay for, all first
     class travel of Executive in the performance of his duties or in connection
     with  travel  to  and  from  Executive's  second  home  or  homes,  and  of
     Executive's  immediate  family members  between Las Vegas,  Nevada and such
     second home or homes.

          3. Executive's  entertainment  expenses incurred in the performance of
     his duties shall be reimbursed by the Company.

          4. Company  shall cover the mortgage  costs,  broker and closing costs
     and other  reasonable  expenses  associated with  Executive's  home in Palo
     Alto, California for up to one year or until such home is rented or sold by
     Executive, whichever is sooner.

          5. Complete  comprehensive family medical, eye and dental coverage for
     Executive,  Grayson Clemmer,  Danielle Alexandra, and any other dependents,
     with physicians of Executive's choice.

          6. Life insurance  policy  acceptable to Executive on Executive's life
     with  benefits  of at least  $3,000,000,  with  beneficiaries  selected  by
     Executive,  the cost of which shall be borne solely by the Company and paid
     in full.

V. CONFIDENTIAL & PROPRIETARY INFORMATION.

     Executive shall execute, not later than seven (7) business days after being
requested  by the Company,  the  Company's  form  confidential/proprietary/trade
secret information,  non-disclosure  and/or inventions assignment agreement (the
"Employee Confidentiality and Intellectual Property Agreement") and shall comply
at all relevant times with such agreement.

VI. STOCK OPTIONS.

     The Company will issue to Executive options (collectively, "Stock Options")
to acquire up to 1,050,000  shares of the Company's  Common Stock  ("Shares") in
accordance  herewith and otherwise under the 1999 Stock Plan of PurchasePro.com,
Inc.  (the "Plan"),  with such terms and  conditions as are set forth in a stock
option agreement or stock option agreements between Executive and the Company in
the form  attached  hereto as Exhibit A,  including  with respect to vesting and
exercise  thereof and such other  provisions as set forth  therein.  The Company
hereby  acknowledges  and agrees that the foregoing is expressly  subject to the
covenants set forth in Section III.F.

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.  Executive's  employment may be terminated by the Company at
any time, upon written notice, due to Executive's  Disability.  Such termination
shall be effective  immediately  upon such notice,  or on such  prospective date
specified in such notice. 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 him under this  Agreement  for a
period of ninety (90) or more consecutive days.

     C. Cause.  Executive's  employment  may be terminated by the Company at any
time, upon written notice, for Cause (as defined herein below). Such termination
shall be effective  immediately  upon such notice,  or on such  prospective date
specified in such notice.  For the purpose of this Agreement,  "Cause" means any
of the following reasons: (a) Executive's conviction of a felony offense; or (b)
the Company's good faith and indisputable  determination that: (1) the Executive
has  intentionally  engaged  in an act of theft,  fraud,  embezzlement  or other
misconduct against the Company, its property or funds, or intentional  dishonest
conduct  with  respect to the  Company,  or any vendor,  partner,  affiliate  or
customer of the Company,  which has a material  adverse  effect on the Company's
business or operations;  or (2) the Executive has  intentionally  and materially
breached  this  Agreement  or  the  Employee  Confidentiality  and  Intellectual
Property  Rights  Agreement to which  Executive and the Company are parties (but
only if such  breach has not been cured by  Executive  within  thirty  (30) days
after receipt of written notice from the Company of such breach  together with a
written description of the full particulars thereof).

     D.  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 for any reason,  by giving the Company,
     through the Chairman of the Compensation  Committee of the Board and a copy
     to the Company's Vice President of Human Resources,  written notice of such
     termination.

     E.  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 as set forth in any agreement(s) pursuant
     to which Executive is granted such Stock Options,  or any addendum or stock
     acceleration waiver with respect thereto, and in addition to any such terms
     and  conditions,  Executive  (or his  estate)  would be allowed to exercise
     Executive's  vested  options  during  the time  period set forth in, and in
     accordance  with,  any such  agreement(s)  pursuant to which  Executive  is
     granted Stock Options.

VIII. SEVERANCE.

     A.  Involuntary  Termination.  For  purposes  of this  Agreement,  the term
"Involuntary   Termination"   shall  include  any   termination  of  Executive's
employment by reason of Executive's  death or Disability,  and the occurrence of
any of the following:

          1. The Company  terminates  Executive's  employment  for reasons other
     than Cause; or

          2. Executive  voluntarily  resigns from the Company for any one of the
     following reasons ("Good Reason"):

               a. The Company's  breach of any of its  obligations  to Executive
          under this  Agreement  which  breach is not cured  within  thirty (30)
          days' written notice of such breach to the Company from Executive;

               b. The Company changes  Executive's title,  working conditions or
          duties such that Executive's powers,  duties or working conditions are
          diminished, reduced or otherwise changed to include powers, duties, or
          working conditions which are not generally consistent with Executive's
          title,  continuing  after written notice to the Company from Executive
          and thirty (30) days to cure;

               c. The Company relocates  Executive's primary place of employment
          outside of the Las Vegas metropolitan area; or

               d.  The  deterioration  of  Executive's   relationship  with  the
          Company's  Board  of  Directors,   Chairman,  President  and/or  Chief
          Operating  Officer (if  Executive  does not serve in such  capacity at
          such time), which determination shall be made by Executive in his sole
          discretion,   so  as  to   make   the   performance   of   Executive's
          responsibilities  impossible or impracticable,  which is not rectified
          to  Executive's  reasonable  satisfaction  within  thirty  (30)  days'
          written notice thereof to the Company from Executive.

               e.  The  Company  issues  grants  of  stock   options,   or  pays
          compensation in the form of salary,  bonus or other  remuneration,  to
          any other  employee  in excess of that  granted or paid to  Executive,
          except as may be granted or paid as sales commission, continuing after
          written  notice to the Company from  Executive and thirty (30) days to
          cure.

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

          1.  Severance   Payment.  A  lump  sum  payment  equal  to  two  times
     Executive's  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,  payable in full within  thirty (30) days of such  Involuntary
     Termination.  Such lump sum payment shall be subject to all  applicable tax
     withholding requirements.

     2. Bonus/Incentive Compensation Continuation. To the extent not yet paid to
Executive,  payment of (a) any  guaranteed  bonus  payments  as set forth in the
first  sentence of Section  III.C.  for each of (i) the year  within  which such
Involuntary  Termination  occurs,  (ii) the following year, and (iii) a prorated
amount  for  such  portion  of the year  thereafter  determined  by  multiplying
$200,000  by a fraction  the  numerator  of which is the number of days  elapsed
during such year as of the second  anniversary  of the date of such  Involuntary
Termination and the denominator of which is 365, plus (b) the greater of (i) two
(2) times the most recent bonus paid under Section III.C.  above  (excluding the
first  sentence  thereof) on an  annualized  basis (such that if the most recent
bonus paid thereunder  represents a bonus for less than a full year, such amount
shall be increased proportionally for purposes hereof as if such bonus were paid
at the same rate for the full  year),  or (ii) for the year  within  which  such
Involuntary  Termination  occurs, the full annual  bonus/incentive  compensation
potential  in effect for  Executive  for such year just prior to the time of the
act or omission  resulting  in his  Involuntary  Termination  as set forth under
Section  III.C  above   (excluding  the  first  sentence   thereof),   currently
$1,000,000. 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 and Life Insurance  Coverage.  Continued coverage under
     Executive's life insurance policy referred to in Section IV.B.6., and 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,  in such manner as existed  prior to  Executive's  Involuntary
     Termination.  Such  Company-paid  coverage shall continue until the earlier
     of:  (i) the  expiration  of the two (2)  year  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.

     C. Limitations on Severance Benefits.
                  

          1. The  benefits  provided  Executive  under this Section VIII are the
     only severance benefits 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.  In the  event  Executive  of any  confirmed  breach  of any of his
     obligations under Sections V or IX of this Agreement,  as determined by the
     dispute resolution procedures set forth in this Agreement (and with respect
     to any breach of Executive's  obligations under Section IX, which breach is
     not cured  within  thirty  (30)  days'  written  notice  of such  breach to
     Executive from the Company):

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

               b. the  Company  shall  be  entitled  to take any and all  action
          necessary to pursue legal and equitable  remedies  against  Executive;
          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 five  percent (5%) 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
other than Executive.

     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 Chairman of the  Compensation  Committee of
     the Board,  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 his  residential  address in the
     Company's books and records, 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


                                        _______________________________________
                                        Richard L. Clemmer