Notice of Stock Option Grant - PurchasePro.com Inc. and RIchard Clemmer


                          NOTICE OF STOCK OPTION GRANT
                            UNDER THE 1999 STOCK PLAN
                            OF PURCHASEPRO.COM, INC.

     You have been  granted the  following  option to purchase  Common  Stock of
PurchasePro.Com,   Inc.   (the   "Company")   under  the  1999   Stock  Plan  of
PurchasePro.com, Inc. (the "Plan"):

Name of Optionee: Richard Clemmer

Total Number of Option Shares Granted: 300,000

Type of Option: Nonstatutory Stock Option

Exercise Price Per Share: $2.53

Grant Date: May 15, 2001

     By your signature and the signature of the Company's  representative below,
you and the Company  agree that this option is granted under and governed by the
term and conditions of the Plan and this Stock Option  Agreement,  both of which
are attached to and made a part of this document.

OPTIONEE:                               PURCHASEPRO.COM, INC.


 
_____________________________________   By:____________________________________
Richard L. Clemmer


                                        Title:_________________________________





                             STOCK OPTION AGREEMENT
                             FOR THE 1999 STOCK PLAN
                            OF PURCHASEPRO.COM, INC.

                     

TAX TREATMENT           This option does not qualify as an incentive stock
                        option under Section 422 of the Internal Revenue Code 
                        of 1986, as amended (the "Code")and will therefore 
                        receive tax treatment as a nonqualified stock option (an
                        "NSO").

VESTING                 The shares covered by your option will vest and become  
                        exercisable as follows:  250,000 shares are immediately  
                        vested and exercisable and 50,000 shares shall vest on 
                        November 15, 2001. Notwithstanding the foregoing, the 
                        shares covered by this option will immediately  become 
                        fully vested and exercisable upon the occurrence of any 
                        Involuntary Termination, as defined in that certain 
                        Executive Employment Agreement, dated June ______, 2001,
                        between  you  and  the Company (the "Employment
                        Agreement"), of your employment with the Company.

TERM                    Except as otherwise provided below, your option expires
                        on the tenth anniversary of the Grant Date.

TERMINATION FOR         If your employment is terminated in any manner other 
CAUSE                   than an Involuntary Termination, then this option will 
                        expire 90 days after the effective date of your 
                        termination of employment.

Other Terminations      If your employment is terminated as a result of an 
                        Involuntary Termination, then this option will expire at
                        the close of business at Company headquarters on the 
                        date 12 months after the effective date of your 
                        termination of employment.

LEAVES OF ABSENCE       For purposes of this option, your service does not 
                        terminate when you go on a military leave, a sick leave
                        or another bona fide leave of absence, if the leave was 
                        approved by the Company in writing and if continued 
                        crediting of service is required by the terms of the 
                        leave or by applicable law. But your service terminates 
                        when the approved leave ends, unless you immediately 
                        return to active work.

RESTRICTIONS            The Company will not permit you to exercise this option
ON EXERCISE             if the issuance of shares at that time would violate any
                        law or regulation.

NOTICE OF EXERCISE      When you wish to exercise this option you must notify 
                        the Company by completing the attached "Notice of 
                        Exercise of Stock Option" form and filing it with the 
                        Human Resources Department of the Company. The notice 
                        will be effective when the Company receives it. If
                        someone else wants to exercise this option after your
                        death, that person must prove to the Company's 
                        satisfaction that he or she is entitled to do so.

FORM OF PAYMENT         When you submit your notice of exercise, you must 
                        include payment of the option exercise price for the 
                        shares you are purchasing. You may purchase the shares
                        in any of the following forms:

                        o Personal check, a cashier's check or a money order.

                        o Shares of Company stock which have been owned by you 
                          or your representative for more than 12 months and
                          which are surrendered to the Company in good form for
                          transfer.

                        o By delivering  on a form  approved by the Committee of
                          an  irrevocable direction to a securities broker 
                          approved by the Company to sell all or part of your
                          option  shares and to deliver to the Company from the 
                          sale proceeds in an amount sufficient to pay the 
                          option exercise price and any withholding taxes. The
                          balance of the sale proceeds,  if any, will be 
                          delivered to you.

WITHHOLDING TAXES       You will not be allowed to exercise this option unless
AND STOCK               you make arrangements acceptable to the Company to pay
WITHHOLDING             any withholding taxes that may be due as a result of
                        the option exercise. These arrangements may include
                        withholding shares of Company stock that otherwise would
                        be issued to you when you exercise this option. The 
                        value of these shares, determined as of the effective
                        date of the option exercise, will be applied to the
                        withholding taxes.

RESTRICTIONS ON         By signing this Agreement, you agree not to sell any 
RESALE                  option shares at a time when applicable laws, Company 
                        policies or an agreement between the Company and its 
                        underwriters prohibit a sale. This restriction will 
                        apply as long as you are an employee, consultant or 
                        director of the Company or a subsidiary of the Company.

TRANSFER OF OPTION      Prior to your death, only you can exercise this option.  
                        You cannot transfer or assign this option.  For 
                        instance, you may not sell this option or use it as 
                        security for a loan.  If you attempt to do any of these 
                        things, this option will immediately become invalid.  
                        You may in any event dispose of this option in your 
                        will. Regardless of any marital property settlement 
                        agreement, the Company is not obligated to honor a 
                        notice of exercise from your former spouse, nor is the 
                        Company obligated to recognize your former spouse's 
                        interest in your option in any other way.

RETENTION RIGHTS        Neither your option nor this Agreement gives you the 
                        right to be retained by the Company or a subsidiary of 
                        the Company in any capacity. The Company and its 
                        subsidiaries reserve the right to terminate your service
                        at any time, with or without cause.

STOCKHOLDER RIGHTS      You, or your estate or heirs, have no rights as a 
                        stockholder of the Company until you have exercised this
                        option by giving the required notice to the Company and
                        paying the exercise price. No adjustments are made for
                        dividends or other rights if the applicable record date
                        occurs before you exercise this option, except as 
                        described in the Plan.

ADJUSTMENTS             In the event of a stock split, a stock dividend or a
                        similar change in Company stock, the number of shares
                        covered by this option and the exercise price per share
                        may be adjusted pursuant to the Plan.

APPLICABLE LAW          This Agreement will be interpreted and enforced under
                        the laws of the State of Nevada (without regard to their
                        choice-of-law provisions).

THE PLAN AND OTHER      The text of the Plan is incorporated in this Agreement 
AGREEMENTS              by reference. This Agreement and the Plan constitute the
                        entire understanding between you and the Company 
                        regarding this option. Any prior agreements, commitments
                        or negotiations concerning this option are superseded. 
                        Only another written agreement, signed by both parties
                        may amend this Agreement.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. 1999 STOCK PLAN OF PURCHASEPRO.COM, INC. NOTICE OF EXERCISE OF STOCK OPTION OPTIONEE INFORMATION: Name: _________________________________ Social Security Number:_____________ Address: _________________________________ Phone Number (Work): _____________ _________________________________ Phone Number (Home): _____________ OPTION INFORMATION: Date of Grant: __________________________ Type of Option: ___ Nonstatutory Exercise Price per Share: $______________ ___ Incentive Total Number of Shares of Common Stock of PurchasePro.com, Inc. (the "Company") covered by option: _____________ Shares EXERCISE INFORMATION Number of shares of Common Stock of the Company for which option is being exercised now: ______________ Shares (These shares are referred to below as the "Purchased Shares") Total Exercise Price for the Purchased Shares: $ ___________ Form of payment enclosed (Check all that apply): ___ Check for $________ made payable ___ Certificate(s) for ________shares of to "PurchasePro.com, Inc." the Common Stock of the Company that I have owned for at least twelve months or have purchased in the open market. (These shares will be valued as of the effective date of Option exercise.) Name(s) in which the Purchased Shares should be registered [YOU MUST CHECK ONE]: ___ In my name only ___ In the names of my spouse and My spouse's name(if applicable) myself as community property ___ In the names of my spouse and __________________________________ myself as joint tenants with right of survivorship The certificate for the Purchased Shares should be sent to the following address: ______________________________________ ______________________________________ ______________________________________ ______________________________________ Special Request(s): _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ ACKNOWLEDGEMENTS: 1. I understand that all sales of Purchased Shares are subject to compliance with the Company's policy on securities trades. 2. In the case of a nonstatutory option, I understand that I must recognize ordinary income equal to the spread between the fair market value of the stock on the date of exercise and the exercise price. I further understand that I am required to pay withholding taxes at the time of exercising a nonstatutory option. 3. I hereby acknowledge that I received and read a copy of the prospectus describing the Company's 1999 Stock Incentive Plan and the tax consequences of an exercise. SIGNATURE: DATE: ____________________________________________ ________________________________