Referral Agreement - PurchasePro.com Inc. and C3 Capital LLC


                              PURCHASEPRO.COM
                             REFERRAL AGREEMENT

This Referral Agreement (the "Agreement") is entered into as of January 26, 2001
(the "Effective Date") by and between PurchasePro.com, Inc. ("PurchasePro"), and
C3 Capital, LLC ("Referring Party"). In consideration of the mutual promises and
covenants  contained in this  Agreement,  PurchasePro and Referring Party hereby
agree as follows:


1. DEFINITIONS

     The following definitions shall apply to this Agreement:

     (a) "Marketplace Software Product" means PurchasePro's proprietary computer
program,  utilities,  and  accompanying  user  documentation  (which in no event
includes  any  source  code) for  configuration  and  operation  of a  web-based
application  through which  multiple  prospective  buyers/suppliers  of products
and/or services who have been registered  into such  marketplace  have access to
other  buyers/suppliers for the purpose of transacting purchases and/or sales of
products and/or services within such marketplace.

     (b)  "Customer"  means each  business  entity  referred to  PurchasePro  by
Referring  Party as a potential  customer  of  PurchasePro  under a  Marketplace
Agreement.

     (c)  "Qualified  Referral"  means each Customer  referred to PurchasePro by
Referring  Party  as to which at the  time of the  referral  PurchasePro  had no
preexisting  relationship as a strategic partner,  prospect or Customer,  either
directly or indirectly  through  another  referral  party,  reseller,  sales and
marketing  agent or other  strategic  partner,  including,  but not  limited to,
America OnLine,  Computer Associates,  Sprint, Office Depot and Hilton, and with
whom  PurchasePro,  in  its  sole  discretion,  enters  into  a  fully  executed
Marketplace Agreement.

     (d) "Qualified  Referral Date" means the Effective Date of the  Marketplace
Agreement between PurchasePro and the Customer.

     (e) "Qualified  Revenue" has the meaning assigned to such term in Section 3
hereof.

     (f)  "Referral  Fee"  means  the  amount to be paid to  Referring  party by
PurchasePro for a Qualified Referral as specified in Section 3 hereof.

     (g)  "Marketplace   Agreement"  means  a  written   agreement  under  which
PurchasePro (i) licenses its Marketplace  Software  Product to Customers or (ii)
renders  services  for the  maintenance  or hosting of,  project  management  or
training  with respect to, or  professional  services in  connection  with,  its
Marketplace Software Product.

2. RESPONSIBILITIES & RIGHTS OF PARTIES

     (a) For each Customer whom  Referring  Party wishes to refer to PurchasePro
and to qualify under this Agreement,  Referring Party will submit to PurchasePro
a completed  Referral Form (attached hereto as Exhibit C) ("Referral Form"). For
each  submitted  Referral  Form,  the Referring  Party must submit in writing to
PurchasePro a monthly  Customer  status update to  PurchasePro.  PurchasePro may
modify the Referral Form from time to time upon notice to Referring Party.  Each
such Customer  referral  must meet any and all  PurchasePro  qualifications  and
criteria and be accepted in writing by PurchasePro.  Any such Customer  referral
that does not result in a Qualified  Referral  within three (3) months after the
Effective Date set forth in the Referral Form shall expire  immediately unless a
time  extension  has  been  granted  by  PurchasePro  in  a  writing  signed  by
PurchasePro's  Director of Indirect Channels.  PurchasePro will not unreasonably
(i) modify any Referral Form nor (ii) refuse to accept any Customer  referred by
Referring Party nor (iii) if reasonably  requested by Referring Party, refuse to
extend the period during which the Referral Form will continue in effect.

     (b)  Referring  Party  warrants  and  represents  that,  for each  Customer
referred  to  PurchasePro  under this  Agreement,  the  Referring  Party has the
authority to make the referral on behalf of the Customer, has

                                      -1-


disclosed  the potential  receipt of fees under this  Agreement to the Customer,
and has no conflict of interest with the Customer or with PurchasePro in receipt
of such payment. Referring Party warrants and represents that neither it nor, to
its knowledge, any director, officer,  shareholder,  partner or member of it, is
an affiliate of PurchasePro.

     (c) PurchasePro reserves the right in its discretion to make any changes in
the Marketplace Software Product and Marketplace Agreements,  including pricing,
and to refuse to enter into a Marketplace  Agreement with any Customer  referred
by Referring Party for lack of  creditworthiness  or for any other reason in its
sole discretion.

     (d)  Each  party  understands  this  Agreement  is  non-exclusive.  Without
limiting the  generality of the foregoing,  Referring  Party  acknowledges  that
nothing in this Agreement shall prevent or limit  PurchasePro from marketing and
selling its Marketplace  Agreements or any other product or service, in whole or
in part, directly or indirectly, to any prospective customers or from appointing
representatives,  resellers,  distributors and other marketing  agents,  without
liability to Referring Party.

     (e) PurchasePro  shall determine in good faith whether a prospect  referred
to it is a Qualified  Referral.  Any dispute as to such a determination shall be
resolved pursuant to Section 8 hereof.


3. PAYMENT

     (a) As full and complete  payment for all  Qualified  Referrals  hereunder,
PurchasePro  shall issue Referring Party warrants to purchase up to an aggregate
of  1,100,000  shares of  PurchasePro's  Common  Stock  ("Warrant  Shares"),  in
substantially the forms attached hereto as Exhibits A and B (the "Warrants"), at
such prices, and vesting and becoming exercisable,  as set forth therein,  based
upon "Qualified Revenue" recorded by PurchasePro under any Marketplace Agreement
between  PurchasePro and any Qualified  Referral.  "Qualified  Revenue" shall be
defined for all purposes  hereof as all net revenue (i.e.,  net after  deduction
for  commissions,  revenue sharing  payments and bad debt reserves)  received by
PurchasePro beginning October 1, 2000 and continuing through September 30, 2005,
computed using generally accepted accounting  principles,  consistently applied;
provided,  however,  that  all  license  fees  paid to  PurchasePro  by  Gateway
Companies,   Inc.  under  Marketplace   Software  License   Agreements   between
PurchasePro and Gateway Companies, Inc., each dated September 29, 2000, shall be
excluded in all respects for purposes of determining the number of shares vested
and exercisable under the Warrants as set forth in this Section 3 and on Exhibit
A and Exhibit B.

     (b) The determination as to whether PurchasePro has Qualified Revenue shall
be made by PurchasePro in good faith, as evidenced by its periodic reports filed
with the Securities and Exchange Commission from time to time during the term of
this  Agreement on Forms 10-K and 10-Q and any  amendments  thereto,  and in the
case of Qualified  Revenue  reflected in interim  quarterly reports on Form 10-Q
shall  be  subject  to  adjustment  upon  completion  of its  year-end  audit as
evidenced by its report on Form 10-K and any amendments  thereto (all such Forms
10-Q and 10-K,  together with any amendments  thereto and other periodic reports
referred to herein as "SEC Filings").

                  (1) PurchasePro shall provide Referring Party with written
         notice within 45 days after the end of each fiscal quarter of the
         number of Warrant Shares vesting during such fiscal quarter, with such
         notice containing such information as may be reasonably necessary to
         allow Referring Party to verify the accuracy of such Qualified Revenue
         upon review thereof and of PurchasePro's SEC Filings.

                  (2) During the term of this Agreement, PurchasePro will permit
         Referring Party, through a nationally recognized or
         PurchasePro-approved (which approval shall not be unreasonably
         withheld) certified public accounting firm designated by Referring
         Party (subject to execution of a reasonable non-disclosure agreement by
         said CPA), upon reasonable notice and during normal business hours, to
         inspect these books, records and other materials once per year during
         the term of this Agreement. In the event the audit reveals an
         underpayment in the payment obligations of PurchasePro, PurchasePro
         will promptly pay Referring Party such underpayment amount. If any such
         underpayment shall exceed five percent (5%), PurchasePro will reimburse
         Referring Party for any and all reasonable expenses incurred in
         connection with such inspection.

                                      -2-



                  (3) Any dispute as to any such matter shall be resolved 
         pursuant to Section 8 hereof.

     (c) In addition to the foregoing,  any out of pocket  expenses  incurred by
Referring  Party in performance of the referral  services  rendered and/or to be
rendered hereunder, including but not limited to airfare, lodging, meals and car
rentals,  and approved in advance by a duly  authorized  officer of PurchasePro,
shall be billed to PurchasePro at Referring Party's reasonable cost and shall be
reimbursed  by  PurchasePro  within  thirty  (30) days after such  expenses  are
invoiced by Referring Party.

4. TERM & TERMINATION

     (a) This Agreement is effective as of the Effective Date and will remain in
effect for five (5) years after the Effective Date.

     (b) This  Agreement  may be  terminated  by either party at any time in the
event of a material breach by the other party which remains uncured after thirty
(30) days written notice.

     (c) Either party may terminate this  Agreement at any time,  without cause,
upon sixty (60) days prior written notice to the other party.

     (d) Upon  expiration or  termination  of this  Agreement,  (i) both parties
shall immediately  discontinue all  representations  or statements from which it
might be inferred that any  relationship  exists  between the two parties,  (ii)
each party  agrees not to act in any way to damage the  reputation  of the other
party's products or services,  and (iii) Referring Party shall cease to promote,
solicit,  or  procure  orders  for  any  Marketplace  Agreement.   PurchasePro's
execution of any Marketplace Agreement after termination of this Agreement shall
not be construed as a renewal or extension of this Agreement,  or as a waiver of
the right to  terminate or of any other  matter or right and  PurchasePro  shall
have the right after the termination of this Agreement to deal with, and solicit
orders from, any and all persons and entities,  including  referred Customers or
potential  referred  Customers,  who dealt with or were  referred  by  Referring
Party, without any liability of any kind to Referring Party.

     (e) Notwithstanding expiration or termination of this Agreement,  excluding
any termination by PurchasePro  pursuant to paragraph (b) of this Section 4, the
right of the Referring Party to purchase Warrant Shares,  in accordance with the
terms and conditions as set forth in the Warrants  attached  hereto as Exhibit A
and  Exhibit  B,  shall  continue  to vest  and be  exercisable  based  upon all
Qualified Revenue received during the Exercise Period from any and all Customers
which  (i)  have  become  Qualified  Referrals  prior  to the  date of any  such
expiration or termination  or (b) become  Qualified  Referrals  within three (3)
months after the date of any such expiration or termination.

  
5. CONFIDENTIAL INFORMATION

     Each party  acknowledges  that it may receive  valuable  trade and business
secrets and other proprietary and confidential information,  including,  without
limitation,  information about the other party's business, products,  equipment,
systems,  techniques and practices  (collectively,  "Confidential  Information")
(for  purposes of this  Section 5, a party  receiving  Confidential  Information
shall be referred to as a "Receiving Party" and a party disclosing  Confidential
Information shall be referred to as a "Disclosing  Party").  The Receiving Party
shall,  and shall  cause its  employees  and agents to,  strictly  maintain  the
confidentiality of the Confidential Information and not disclose, disseminate or
otherwise give Confidential  Information to any other person, firm, organization
or third  party,  except for an employee or agent of  Receiving  Party who has a
reasonable  need to obtain access and who has agreed in writing to not disclose,
and  not  to  use  for  any  other  purpose,   the   Confidential   Information.
Notwithstanding  the foregoing,  the obligations of confidentiality set forth in
this Section 5 with respect to Confidential  Information  shall not apply to any
information  that:  (i)  is or  becomes  publicly  known  without  violation  by
Receiving Party;  (ii) is already known to Receiving Party without  restrictions
at the time of its disclosure by Disclosing  Party,  as evidenced by the written
records of Receiving  Party;  (iii) after its  disclosure to Receiving  Party by
Disclosing  Party,  is made known to Receiving  Party without  restrictions by a
third  party  having  the  right to do so;  or (iv) is  legally  required  to be
disclosed  by  Receiving  Party  pursuant  to a  judicial  order from a court of
competent   jurisdiction   (provided  that  Receiving  Party  promptly   informs
Disclosing  Party of the requirement and affords  



                                      -3-



Disclosing Party a reasonable  opportunity to contest the required  disclosure).
The  foregoing  obligations  of  confidentiality  shall survive  termination  or
expiration of this Agreement.

6. LIMITATION OF LIABILITY

     UNDER NO CIRCUMSTANCES  (I) SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
FOR INDIRECT, INCIDENTAL,  CONSEQUENTIAL,  SPECIAL OR EXEMPLARY DAMAGES (EVEN IF
THAT PARTY HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH  DAMAGES),  SUCH AS, BUT
NOT LIMITED TO, LOSS OF REVENUE,  PROFITS OR BUSINESS,  COSTS OF DELAY, COSTS OF
LOST OR DAMAGED  DATA OR  DOCUMENTATION,  OR SUCH PARTY'S  LIABILITIES  TO THIRD
PARTIES  ARISING  FROM ANY  SOURCE;  OR (II)  SHALL  PURCHASEPRO  BE  LIABLE  TO
REFERRING  PARTY  PURSUANT TO THIS  AGREEMENT  UNDER ANY  CONTRACT,  NEGLIGENCE,
STRICT  LIABILITY OR OTHER LEGAL OR EQUITABLE  THEORY FOR ANY AMOUNTS IN EXCESS,
IN THE  AGGREGATE,  OF REFERRAL  FEES OWED AND NOT YET PAID TO REFERRING  PARTY.
Referring  Party must give written  notice to  PurchasePro of any claims against
PurchasePro  arising under or in any way relating to this  Agreement  within six
months after the effective  termination date of this Agreement.  Referring Party
shall have no claim against PurchasePro for fees, compensation or otherwise with
regard to this Agreement,  whether in contract,  in tort,  under any warranty or
otherwise,  either during the term of this  Agreement or after its  termination,
except as expressly provided in this Agreement.

7. RELATIONSHIP OF PARTIES

     The parties  shall  perform all of their  duties  under this  Agreement  as
independent  contractors.  Nothing  in this  Agreement  shall  be  construed  to
constitute the parties as principal and agent, employer and employee, franchiser
and  franchisee,   partners,   joint  ventures,   co-owners,   or  otherwise  as
participants in a joint undertaking,  or to enter into any contract or otherwise
incur any liability or obligation,  expressed or implied, on behalf of the other
party, or to transfer,  release,  or waive any right, title, or interest of such
other party. Further, PurchasePro shall not, as a result of this Agreement, have
any  obligation  to  Referring  Party to continue  its  business or to continue,
discontinue,  change, retain, sell or supply the Marketplace Software Product or
any part thereof.

8. GOVERNING LAW & CONSENT TO ARBITRATION

     This Agreement  shall be governed by and interpreted in accordance with the
laws of the State of New York,  excluding its conflicts of law  principles.  The
parties  agree  that any and all  disputes  arising  under or  relating  to this
Agreement  shall be resolved  exclusively  by binding  arbitration in Las Vegas,
Nevada before a single arbitrator under the Commercial  Arbitration Rules of the
American Arbitration  Association;  provided,  however, that the Referring Party
shall not be limited to binding  arbitration  with respect to claims asserted by
the Referring  Party alleging that  PurchasePro  has wrongfully  terminated this
Agreement for material breach  pursuant to Section 4(b) hereof.  The decision of
the arbitrator  shall be final and binding with respect to the dispute and shall
be enforceable in any court of competent  jurisdiction.  The prevailing party in
any action or  proceeding  between the parties  shall be entitled to an award of
its reasonable attorneys fees and costs.

9. ASSIGNMENT

     The Agreement may not be transferred  or assigned by either  PurchasePro or
Referring  Party,  whether by operation of law or  otherwise,  without the prior
written  consent of the other party,  which  consent  shall not be  unreasonably
withheld.

10. ENTIRE AGREEMENT & AMENDMENTS

     This Agreement,  including all attached Exhibits,  constitutes and contains
the entire agreement  between the parties with respect to the subject matter and
supersedes any prior oral or written  agreements.  Each party  acknowledges  and
agrees that the other has not made any representations, warranties or agreements
of any kind,  except as expressly  set forth herein.  This  Agreement may not be
modified or amended,  including by custom, usage of trade, or course of dealing,
except by an instrument in writing signed by duly  authorized  employees of both
of the parties.


                                      -4-



11. WAIVER & SEVERABILITY

     The waiver by either party of a breach of any  provision  contained  herein
shall  be in  writing  and  shall  in no way be  construed  as a  waiver  of any
subsequent  breach of such provision or the waiver of the provision  itself.  If
any provision of this  Agreement  shall be held illegal or  unenforceable,  that
provision shall be limited or eliminated to the minimum extent necessary so that
this Agreement shall otherwise remain in full force and effect and enforceable.

12. COUNTERPARTS

     This  Agreement  may be  executed in  counterparts,  each of which shall be
deemed an original and all such  counterparts  shall constitute one and the same
agreement.

13. NOTICES

     All  notices  and  other  communications  under the  Agreement  shall be in
writing  and shall be deemed to have been duly given as of the date of  delivery
shown on the  receipt if mailed at a post office in the United  States,  postage
prepaid,  return  receipt  requested,  or via  nationally  recognized  overnight
courier,  to the addresses  set forth below the  signatures of each party in the
Agreement.  Either  party may from time to time by  written  notice to the other
designate  another address,  which shall thereupon become its effective  address
for the purposes of the Agreement.

14. PAYMENT OF FEES AND EXPENSES

     Each party shall bear its own expenses in  connection  with this  Agreement
and the transactions contemplated herein.

IN WITNESS WHEREOF, the parties acknowledge that they have read, understood and
have executed this Agreement below and agree to be bound by its \terms.

PURCHASEPRO.COM, INC.
3291 North Buffalo Drive
Las Vegas, Nevada 89129
Telephone: 702-316-7000


By:      /s/ Scott E. Wiegand
         --------------------------
         (Signature of authorized PurchasePro representative)

Name:    Scott E. Wiegand            Title:  Senior VP & General Counsel
         --------------------------          ---------------------------


REFERRING PARTY: C3 CAPITAL, LLC

Attn:    Andrew Zarrow
         ----------------------------
Address: 130 W. 67th Street, Apt. 4D
         ----------------------------
         New York, NY  10023
         ----------------------------
                  
Phone:   (212)362-1242      Fax: (212)501-7651
         ----------------        ----------------


By:      /s/ Andrew Zarrow
         --------------------------
         (Signature of authorized Referring Party representative)

Name:    Andrew Zarrow               Title:  Managing Partner
         --------------------------          ---------------------------



                                      -5-




                                   EXHIBIT A
                                  -----------


THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. SUCH  SECURITIES AND ANY SECURITIES OR SHARES ISSUED  HEREUNDER MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH  REGISTRATION  OR AN EXEMPTION
THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE
SECURITIES AND RESTRICTING  THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY
WRITTEN  REQUEST  MADE BY THE HOLDER OF RECORD  HEREOF TO THE  SECRETARY  OF THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                             PURCHASEPRO.COM, INC.


     In  consideration  of the sum of ten dollars  ($10.00)  previously  paid to
PURCHASEPRO.COM,  INC.,  a  Nevada  corporation  (the  "Company"),  receipt  and
sufficiency of which are hereby  acknowledged,  this  certifies  that, for value
received,  C3 Capital,  LLC or its  registered  assigns  ("Holder") is entitled,
subject  to the terms and  conditions  set forth  below,  to  purchase  from the
Company,  in whole or in part,  that  number  of fully  paid and  non-assessable
shares of the common  stock,  par value  $0.01 per share,  of the  Company  (the
"Warrant  Shares")  as set forth in Section 2 below and at a purchase  price per
share (the "Exercise Price") as set forth in Section 2 below. The term "Warrant"
as  used  herein  shall  mean  this  Warrant,  and  any  warrants  delivered  in
substitution or exchange therefor as provided herein.

1. TERM OF WARRANT; PURPOSE; VESTING. 

     (a) Subject to the terms and  conditions  set forth  herein,  this  Warrant
shall be  exercisable in accordance  with the provisions  contained in Section 3
hereof  until 5:00 p.m.,  Pacific  time,  December  _____,  2005 (the  "Exercise
Period"), and shall be void thereafter.

     (b) This Warrant is issued as payment by the Company to the initial  Holder
under a Referral Agreement between the Company and initial Holder, dated January
_____, 2001 ("Agreement").

     (c) The right to purchase  Warrant  Shares  pursuant to this Warrant  shall
vest and become  exercisable  during the Exercise  Period in accordance with the
following schedule:

     Upon the Company  collecting  Qualified  Revenue (defined in the Agreement)
from  (i)  all  (A)  hosting  and  maintenance  fees  and  (B)  any  portion  of
subscription and transaction  fees and any advertising  revenues paid by Gateway
and/or third  parties and received by the Company,  generated  under  agreements
entered into in connection  with  licenses  granted to Gateway  Companies,  Inc.
under Marketplace  Software License Agreements  between Gateway Companies,  Inc.
and the Company,  dated September 29, 2000,  specifically excluding license fees
paid by Gateway  Companies,  Inc.  thereunder,  (ii) all Qualified Revenue under
agreements  between  the Company and The  Carlyle  Group,  including  agreements
between the Company  and any entity with  respect to which The Carlyle  Group is
holder of at least ten percent (10%) of the outstanding capital stock thereof at
the time any such agreement is entered,  and (iii) the first transaction entered
by the Company after the date hereof and referred by Holder under the Agreement,
in the amounts set forth below,  the number of Warrant  Shares  indicated  shall
vest and become exercisable as follows:


             Qualified Revenue                  Warrant Shares Vesting
      ------------------------------         -----------------------------
         Additional    Cumulative              Additional     Cumulative
         ----------    ----------              ----------     ----------
         $3,375,000    $3,375,000               75,000         75,000


                                      -6-


         $1,125,000    $4,500,000               25,000         100,000
         $1,125,000    $5,625,000               25,000         125,000
         $1,125,000    $6,750,000               25,000         150,000
         $6,750,000    $13,500,000              100,000        250,000
         $13,500,000   $27,000,000              100,000        350,000
         $27,000,000   $54,000,000              100,000        450,000
         $54,000,000   $108,000,000             100,000        550,000

     (d) The vesting  calculation  under Section 1(c) shall be  calculated  each
consecutive  fiscal  quarter of the Company,  beginning  with the fiscal quarter
ended December 31, 2000 and ending with the fiscal  quarter ended  September 30,
2005.  This Warrant shall become  exercisable  as to the Warrant  Shares vesting
pursuant to Section  1(c) on the last day of the fiscal  quarter in which Holder
has earned the  vesting  of all  Warrant  Shares  subject to Section  1(c).  The
Company shall provide Holder with written notice within 45 days after the end of
each fiscal  quarter of the number of Warrant  Shares vesting during such fiscal
quarter  under  Section  1(c)  as  set  forth  in  the  Agreement.  The  vesting
calculations  shall,  subject to the  provisions of this  Agreement with respect
thereto  (including  but not  limited to  provisions  regarding  arbitration  of
disputes),  be made by the Company in good faith and its determinations shall be
final and binding on the parties.

2. NUMBER OF SHARES, EXERCISE PRICE. 

     (a) This Warrant shall be exercisable for up to five hundred fifty thousand
(550,000)  shares of common  stock of the  Company  vested  in  accordance  with
Section 1(c).

     (b) All  Warrant  Shares  vested  pursuant  to Section  1(c) for  Qualified
Revenue shall be exercisable at an exercise price equal to $11.00 per share.

3. EXERCISE OF WARRANT. 

     (a) This Warrant may be  exercised  by the Holder by the  surrender of this
Warrant  to the  Company,  with the  Notice  of  Exercise  annexed  hereto  duly
completed and executed on behalf of the Holder, at the office of the Company (or
such  other  office or agency of the  Company as it may  designate  by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company)  during the  Exercise  Period and:  (x) the  delivery of payment to the
Company,  for the account of the Company,  by cash, wire transfer of immediately
available funds to a bank account  specified by the Company,  or by certified or
bank  cashier's  check,  of the Exercise  Price for the number of Warrant Shares
specified in the Exercise  Form in lawful money of the United  States of America
or (y)  pursuant to a net  issuance  election in  accordance  with  Section 3(b)
hereof. The Company agrees that such Warrant Shares shall be deemed to be issued
to the Holder as the  record  holder of such  Warrant  Shares as of the close of
business  on the date on which  this  Warrant  shall have been  surrendered  and
payment  made for the  Warrant  Shares  as  aforesaid.  A stock  certificate  or
certificates  for the Warrant  Shares  specified in the  Exercise  Form shall be
delivered to the Holder as promptly as practicable,  and in any event within ten
(10) days,  thereafter.  If this Warrant shall have been exercised only in part,
the  Company  shall,  at the  time  of  delivery  of the  stock  certificate  or
certificates,  deliver  to the  Holder a new  Warrant  evidencing  the rights to
purchase the  remaining  Warrant  Shares,  which new Warrant  shall in all other
respects be identical with this Warrant. No adjustments shall be made on Warrant
Shares  issuable on the exercise of this Warrant for any cash  dividends paid or
payable to holders of record of common  stock  prior to the date as of which the
Holder shall be deemed to be the record holder of such Warrant Shares.  However,
the number of Warrant  Shares  shall be adjusted to reflect any stock  dividend,
stock split or other  conversion  of the number of shares of the Company  into a
different number of shares, however denominated.

     (b) In lieu of exercising this Warrant pursuant to Section 3(a), the Holder
may elect to  receive,  without  the  payment  by the  Holder of any  additional
consideration,  shares equal to the value of this Warrant or any portion  hereof
by the  surrender of this  Warrant or such portion to the Company,  with the Net
Issue  Election  Notice  annexed  hereto  duly  executed,  at the  office of the
Company.  Thereupon,  the Company shall issue to the Holder such number of fully
paid and nonassessable shares of Common Stock as is computed using the following
formula:


                                      -7-



         X = Y (A-B)/A, where:

         X =      the number of shares to be issued to the Holder pursuant to 
                  this Section 3(b).

         Y =      the number of shares of Common Stock otherwise issuable
                  under this Warrant (as adjusted to the date of such
                  calculation).

         A =      the closing stock price of one share of the Company's common
                  stock as reported by the Nasdaq National Market the business
                  day immediately prior to the Exercise Date (as defined below).

         B =      the Exercise Price in effect under this Warrant at the time
                  the net issue election is made pursuant to this Section 3(b).

This Warrant shall  automatically  be deemed to be exercised in full pursuant to
the  provisions  of this Section 3, without any further  action on behalf of the
Holder,  immediately  prior to the time  this  Warrant  would  otherwise  expire
pursuant to the terms of this Warrant.

     (c) This Warrant shall be deemed to have been exercised  immediately  prior
to the close of business on the date of its  surrender  for exercise as provided
above (the "Exercise  Date"),  and the person  entitled to receive the shares of
common stock  issuable upon such  exercise  shall be treated for all purposes as
the holder of record of such shares as of the close of business on such date. As
promptly as  practicable on or after such date and in any event within three (3)
business days thereafter,  the Company at its expense shall issue and deliver to
the person or persons entitled to receive the same a certificate or certificates
for the number of shares  issuable  upon such  exercise.  In the event that this
Warrant is  exercised  in part,  the  Company at its  expense  will  execute and
deliver a new  Warrant  of like tenor  exercisable  for the number of shares for
which this Warrant may then be exercised.

4. NO FRACTIONAL  SHARES OR SCRIP.  No fractional  shares or scrip  representing
fractional shares shall be issued upon the exercise of this Warrant.  In lieu of
any  fractional  share to which the Holder  would  otherwise  be  entitled,  the
Company shall make a cash payment equal to the Exercise Price multiplied by such
fraction.

5. REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory to the
Company of the loss,  theft,  destruction  or mutilation of this Warrant and, in
the case of loss,  theft or destruction,  on delivery of an indemnity  agreement
reasonably  satisfactory in form and substance to the Company or, in the case of
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense  shall execute and deliver,  in lieu of this  Warrant,  a new warrant of
like tenor and amount.

6. RIGHTS OF  STOCKHOLDERS.  The Holder of this Warrant shall not be entitled to
vote or receive  dividends  or be deemed  the  holder of common  stock nor shall
anything  contained herein be construed to confer upon the Holder,  as such, any
of the  rights  of a  stockholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  stockholders  at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization,  issuance of stock, reclassification of stock, change
of par  value,  or  change  of stock  to no par  value,  consolidation,  merger,
conveyance,  or  otherwise)  or to  receive  notice of  meetings,  or to receive
dividends or subscription  rights or otherwise until the Warrant shall have been
exercised as provided herein.

7. TRANSFER OF WARRANT. 

     (a) WARRANT  REGISTER.  The Company will  maintain a register (the "Warrant
Register")  containing  the names and  addresses  of the Holder or Holders.  Any
Holder of this Warrant or any portion thereof may change his address as shown on
the Warrant  Register by written notice to the Company  requesting  such change.
Any notice or written  communication  required or  permitted  to be given to the
Holder may be  delivered or given by mail to such Holder as shown on the Warrant
Register and at the address shown on the Warrant Register. Until this Warrant is
transferred  on the Warrant  Register of the Company,  the Company may treat the
Holder as shown on the Warrant


                                      -8-



Register as the absolute owner of this Warrant for all purposes, notwithstanding
any notice to the contrary.

     (b)  WARRANT  AGENT.  The  Company  may,  by written  notice to the Holder,
appoint an agent for the purpose of maintaining the Warrant Register referred to
in Section  7(a)  above,  issuing the common  stock,  exchanging  this  Warrant,
replacing  this Warrant,  or any or all of the foregoing.  Thereafter,  any such
registration,  issuance,  exchange, or replacement, as the case may be, shall be
made at the office of such agent.

     (c) TRANSFERABILITY AND  NON-NEGOTIABILITY OF WARRANT. This Warrant may not
be  transferred  or assigned in whole or in part,  without  compliance  with all
applicable  federal  and  state  securities  laws  by  the  transferor  and  the
transferee  (including  the delivery of  investment  representation  letters and
legal opinions reasonably  satisfactory to the Company, if such are requested by
the Company). Notwithstanding the foregoing, no investment representation letter
or opinion of counsel shall be required for any transfer of this Warrant (or any
portion  thereof) or any shares of common stock issued upon exercise  hereof (i)
in  compliance  with Rule 144 or Rule 144A of the Act, or (ii) by gift,  will or
intestate succession by the Holder to his or her spouse or lineal descendants or
ancestors or any trust for any of the  foregoing,  provided  that in each of the
foregoing  cases the transferee  agrees in writing to be subject to the terms of
this Section  7(c).  In  addition,  if the holder of the Warrant (or any portion
thereof) or any common stock issued upon exercise hereof delivers to the Company
an unqualified opinion of counsel that no subsequent transfer of such Warrant or
common stock shall require  registration  under the Act, the Company shall, upon
such contemplated transfer, promptly deliver new documents/certificates for such
Warrant  or  common  stock  that do not bear the  legend  set  forth in  Section
7(e)(ii)  below.  Subject to the  provisions  of this  Warrant  with  respect to
compliance  with the  Securities  Act of 1933, as amended (the "Act"),  title to
this Warrant may be  transferred  by  endorsement  (by the Holder  executing the
Assignment  Form annexed hereto) and delivery in the same manner as a negotiable
instrument transferable by endorsement and delivery.

     (d) EXCHANGE OF WARRANT  UPON A TRANSFER.  On surrender of this Warrant for
exchange, properly endorsed on the Assignment Form and subject to the provisions
of this Warrant with respect to compliance with the Act and with the limitations
on assignments and transfers and contained in this Section 7, the Company at its
expense  shall  issue to or on the order of the Holder a new warrant or warrants
of like  tenor,  in the name of the Holder or as the  Holder (on  payment by the
Holder of any applicable  transfer  taxes) may direct,  for the number of shares
issuable upon exercise hereof.

     (e) COMPLIANCE WITH SECURITIES LAWS. 

               (i) The initial Holder of this Warrant represents and warrants to
          the  Company  that it is an  accredited  investor  under the Act.  The
          initial Holder  represents and warrants to the Company that it has all
          of the  information  necessary for it to evaluate an investment in the
          Company's securities.

               (ii)  The  Holder  of  this  Warrant,   by   acceptance   hereof,
          acknowledges  that this  Warrant and the shares of common  stock to be
          issued upon exercise hereof are being acquired solely for the Holder's
          own  account  and  not as a  nominee  for  any  other  party,  and for
          investment,  and that the  Holder  will not offer,  sell or  otherwise
          dispose of this  Warrant  or any  shares of common  stock to be issued
          upon exercise hereof except under  circumstances  that will not result
          in a violation of the Act or any  applicable  state  securities  laws.
          Upon the exercise of this Warrant,  the Holder shall,  if requested by
          the  Company,  confirm  in  writing,  in a  form  satisfactory  to the
          Company,  that the  shares  of  common  stock so  purchased  are being
          acquired  solely for the Holder's own account and not as a nominee for
          any  other  party,  for  investment,   and  not  with  a  view  toward
          distribution or resale.

               (iii) This  Warrant  and all shares of common  stock  issued upon
          exercise  hereof  shall be  stamped  or  imprinted  with a  legend  in
          substantially  the following form (in addition to any legend  required
          by state securities laws):

          "THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933.  SUCH  SECURITIES AND ANY SECURITIES OR SHARES
          ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
          REGISTRATION  OR AN EXEMPTION  THEREFROM UNDER SAID ACT. COPIES OF THE
          AGREEMENT,  COVERING THE PURCHASE OF THESE  SECURITIES AND RESTRICTING


                                      -9-



          THEIR  TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN  REQUEST
          MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT
          ITS PRINCIPAL EXECUTIVE OFFICES."

               (iv) The Company agrees to remove  promptly,  upon the request of
          the holder of this Warrant and  Securities  issuable  upon exercise of
          the Warrant,  the legend set forth in Section  7(e)(ii) above from the
          documents/certificates  for such  securities upon full compliance with
          this Agreement and Rules 144 and 145.

8. RESERVATION OF STOCK. The Company covenants that during the term this Warrant
is exercisable, the Company will reserve from its authorized and unissued common
stock a sufficient  number of shares to provide for the issuance of common stock
upon the exercise of this Warrant  (including  any  adjustment  in the number of
Warrant Shares pursuant to Section 3(b) above).  The Company  further  covenants
that all shares that may be issued upon the  exercise of rights  represented  by
this Warrant and payment of the Exercise Price, all as set forth herein, will be
free from all taxes,  liens and charges in respect of the issue  thereof  (other
than taxes in respect of any transfer occurring  contemporaneously  or otherwise
specified  herein).  The Company  agrees that its issuance of this Warrant shall
constitute  full  authority  to its  officers  who are charged  with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares of common stock upon the exercise of this Warrant.

9. REGISTRATION RIGHTS: COMPANY REGISTRATION.

     (a) If the Company shall  determine to register any of its  securities  for
its own account,  other than a registration  relating solely to employee benefit
plans,  or a  registration  relating  solely  to a Rule  145  transaction,  or a
registration on any registration  form that does not permit secondary sales, the
Company will:

               (i) promptly give to Holder written notice thereof; and

               (ii) use its best  efforts to include in such  registration  (and
               any   related   qualification   under  blue  sky  laws  or  other
               compliance),  except as set forth in Section  9(b) below,  and in
               any underwriting  involved  therein,  all or any part (in minimum
               increments of 100,000 Shares) of the Warrant Shares  specified in
               a written request or requests, made by Holder and received by the
               Company within twenty (20) days after the written notice from the
               Company  described  in clause (i) above is mailed or delivered by
               the Company.  Such  written  request may specify all or a part of
               Holder's Warrant Shares.

     (b) UNDERWRITING.  If the registration of which the Company gives notice is
for a registered public offering involving an underwriting, the Company shall so
advise Holder as a part of the written notice given pursuant to Section 9(a)(i).
In such event,  the right of Holder to  registration  pursuant to this Section 9
shall be conditioned upon Holder's  participation  in such  underwriting and the
inclusion of Holder's  Warrant Shares in the underwriting to the extent provided
herein.   A  Holder   proposing  to  distribute  its  securities   through  such
underwriting  shall  (together  with  the  Company  and  the  other  holders  of
securities  of the  Company  with  registration  rights to  participate  therein
distributing  their  securities   through  such  underwriting)   enter  into  an
underwriting  agreement  in  customary  form  with  the  representative  of  the
underwriter  or  underwriters  selected by the  Company.  If any person does not
agree to the terms of any such  underwriting,  he shall be excluded therefrom by
written notice from the Company or the underwriter.  Any Warrant Shares or other
securities  excluded or withdrawn from such underwriting shall be withdrawn from
such registration.

     Notwithstanding   any  other   provision   of  this   Section   9,  if  the
representative  of the  underwriters  advises the  Company,  in good  faith,  in
writing,  that marketing factors require a limitation on the number of shares to
be  underwritten,  (i) the  representative  may (subject to the  limitations set
forth below)  exclude all Warrant  Shares  from,  or limit the number of Warrant
Shares to be included in the registration and underwriting,  or (ii) the Company
may  limit,  to the  extent  so  advised  by the  underwriters,  the  amount  of
securities  to be included in the  registration  by the  Company's  stockholders
(including  the  Holder),  to be  apportioned  pro rata  among  the  holders  of
registrable securities,  including Warrant Shares, according to the total amount
of  securities  entitled  to  be  included  therein  owned  by  each  holder  of
registrable securities, including Warrant Shares, and subject in all respects to
the rights of holders of registrable  securities other than Holder affecting the
ability of such  representative  or the  Company,  as  



                                      -10-



applicable,  to limit the number of  registrable  securities  of such  holder or
holders to be included in such registration and underwriting.

     If registrable  securities are withdrawn from the  registration as a result
of the  holder  failing to agree to the terms of any such  underwriting  and the
number  of  registrable  securities  to be  included  in such  registration  was
previously  reduced as a result of  marketing  factors,  the Company  shall then
offer to all  persons  who  have  retained  the  right  to  include  registrable
securities in the registration the right to include additional securities in the
registration in an aggregate  amount equal to the number of shares so withdrawn,
apportioned  pro rata among the  holders of  registrable  securities,  including
Warrant  Shares,  according  to the total  amount of  securities  entitled to be
included  therein  owned by each  holder of  registrable  securities,  including
Warrant  Shares,  and  subject  in all  respects  to the  rights of  holders  of
registrable   securities  other  than  Holder  affecting  the  ability  of  such
representative or the Company, as applicable, to limit the number of registrable
securities  of such holder or holders to be included  in such  registration  and
underwriting.

10. REGISTRATION ON FORM S-3. 

     (a) Provided the Company is qualified  for the use of Form S-3, in addition
to the rights  contained in the foregoing  provisions of Section 9, Holder shall
have the right to request one or more  registrations  on Form S-3 (such requests
shall be in writing and shall state the number of shares of Warrant Shares to be
disposed of and the intended  methods of  disposition of such shares by Holder),
provided,  however,  that the Company  shall not be obligated to effect any such
registration  if (i) Holder  proposes to sell  Warrant  Shares on Form S-3 at an
aggregate  price to the public of less than  $500,000,  or (ii) in the event the
Company shall furnish the  certification  described in paragraph  10(d)(ii) (but
subject to the limitations set forth therein),  or (iii) the Company has, within
the six (6) month period preceding the date of such request already effected one
registration on Form S-3 for Holder pursuant to this Section 10.

     (b) If a request complying with the requirements of Section 10(a) hereof is
delivered  to the  Company,  the  provisions  of  Sections  9(a)(i) and (ii) and
Section 10(c) hereof shall apply to such  registration.  If the  registration is
for an underwritten offering, the provisions of Sections 9(b) hereof shall apply
to such registration.

     (c) The Company shall not be obligated to effect,  or to take any action to
effect, any such registration pursuant to this Section 10:

               (i) In any particular  jurisdiction in which the Company would be
          required  to  execute a general  consent  to  service  of  process  in
          effecting such registration,  qualification, or compliance, unless the
          Company is already subject to service in such  jurisdiction and except
          as may be required by the Act;

               (ii)  During  the period  starting  with the date sixty (60) days
          prior to the Company's  good faith  estimate of the date of filing of,
          and ending on a date one hundred eighty (180) days after the effective
          date of, a Company-initiated  registration;  provided that the Company
          is actively  employing in good faith all  reasonable  efforts to cause
          such registration statement to become effective.

     (d) Subject to the  limitations  set forth in this  Section 10, the Company
shall file a registration  statement covering the Warrant Shares so requested to
be  registered  as soon as  practicable  after receipt of the request of Holder;
provided,  however,  that if (i) in the  good  faith  judgment  of the  Board of
Directors of the Company,  such registration  would be seriously  detrimental to
the Company and the Board of  Directors of the Company  concludes,  as a result,
that it is essential to defer the filing of such registration  statement at such
time,  and (ii) the Company shall furnish to Holder a certificate  signed by the
President of the Company stating that in the good faith judgment of the Board of
Directors of the Company,  it would be seriously  detrimental to the Company for
such  registration  statement  to be filed in the  near  future  and that it is,
therefore,  essential to defer the filing of such registration  statement,  then
the  Company  shall  have the right to defer such  filing for the period  during
which such disclosure would be seriously  detrimental,  provided that (except as
provided  in clause (c) above) the Company may not defer the filing for a period
of more than one  hundred  eighty  (180)  days after  receipt of the  request of
Holder,  and, provided further,  that the Company shall not defer its obligation
in this manner more than once in any twelve (12) month period.


                                      -11-



11.  EXPENSES OF  REGISTRATION.  All  Registration  Expenses (as defined herein)
incurred  in  connection  with any  registration,  qualification  or  compliance
pursuant  to  Sections 9 and 10 hereof and  reasonable  fees of one  counsel for
Holder shall be borne by the Company.  All Selling  Expenses (as defined herein)
relating  to  securities  so  registered  shall be borne by the  holders of such
securities  pro rata on the  basis of the  number of  shares  of  securities  so
registered  on their  behalf.  "Registration  Expenses"  shall mean all expenses
incurred in effecting  any  registration  pursuant to this  Warrant,  including,
without limitation, all registration,  qualification,  and filing fees, printing
expenses,  escrow fees, fees and disbursements of counsel for the Company,  fees
and disbursements of one special counsel for the selling stockholders,  blue sky
fees and expenses, accounting fees and expenses of any regular or special audits
incident to or required by any such registration,  but shall not include Selling
Expenses and fees and disbursements of additional  counsel for the stockholders.
Registration  Expenses do not include the  compensation of regular  employees of
the Company, which shall be paid in any event by the Company. "Selling Expenses"
shall mean all underwriting  discounts and selling commissions applicable to the
sale of Warrant  Shares  and fees and  disbursements  of counsel  for any Holder
(other  than the fees and  disbursements  of counsel  included  in  Registration
Expenses).

12.  AMENDMENTS.  This  Warrant  and any term  hereof  may be  changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.

13. MISCELLANEOUS.

          (a) This Warrant  shall be governed by the laws of the State of Nevada
     as applied to  agreements  entered into in the State of Nevada by and among
     residents of the State of Nevada.

          (b) In the event of a dispute  with  regard to the  interpretation  of
     this Warrant, the prevailing party may collect the cost of attorney's fees,
     litigation  expenses  or such  other  expenses  as may be  incurred  in the
     enforcement of the prevailing party's rights hereunder.

          (c) The rights to cause the Company to register  securities granted to
     a Holder by the Company under Section 10 may be  transferred or assigned by
     Holder only to a transferee or assignee of not less than 100,000,  provided
     that  the  Company  is given  written  notice  at the  time of or  within a
     reasonable  time after such  transfer or  assignment,  stating the name and
     address of the transferee or assignee and  identifying  the securities with
     respect  to  which  such  registration  rights  are  being  transferred  or
     assigned,  and, provided  further,  that the transferee or assignee of such
     rights assumes the obligations of such Holder under this Warrant.

          (d) This Warrant shall be exercisable  as provided for herein,  except
     that in the event that the expiration  date of this Warrant shall fall on a
     Saturday,  Sunday or  United  States  federally  recognized  Holiday,  this
     expiration  date for this  Warrant  shall be extended to 5:00 p.m.  Pacific
     standard  time on the  business  day  following  such  Saturday,  Sunday or
     recognized Holiday.

          (e) This Warrant  shall be governed by and  interpreted  in accordance
     with the laws of the  State of New York,  excluding  its  conflicts  of law
     principles.  The parties  agree that any and all disputes  arising under or
     relating  to  this  Warrant  shall  be  resolved   exclusively  by  binding
     arbitration  in Las  Vegas,  Nevada  before a single  arbitrator  under the
     Commercial Arbitration Rules of the American Arbitration  Association.  The
     decision of the  arbitrator  shall be final and binding with respect to the
     dispute and shall be  enforceable  in any court of competent  jurisdiction.
     The prevailing party in any action or proceeding  between the parties shall
     be entitled to an award of its reasonable attorneys fees and costs.


                                      -12-



         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officers thereunto duly authorized.

         Dated: January __, 2001

         COMPANY:

         PURCHASEPRO.COM, INC., a Nevada
         corporation


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

         INITIAL HOLDER:

         C3 Capital, LLC, a __________________ limited liability company


         By                                          
            -----------------------------------------

         Its                                         
             ----------------------------------------




                                      -13-



                               NOTICE OF EXERCISE

To:      PURCHASEPRO.COM, INC.

     (1) The  undersigned  hereby  elects to purchase  shares of common stock of
PURCHASEPRO.COM INC., pursuant to the terms of the attached Warrant, and tenders
herewith payment of the purchase price for such shares in full.

     (2) In  exercising  this  Warrant,  the  undersigned  hereby  confirms  and
acknowledges  that the  shares of  common  stock to be  issued  upon  conversion
thereof are being acquired  solely for the account of the undersigned and not as
a nominee for any other party, or for investment,  and that the undersigned will
not offer,  sell or otherwise  dispose of any such shares of common stock except
under circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any applicable state securities laws.

     (3) Please issue a certificate or certificates  representing said shares of
common  stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:


       
                                              --------------------------------
                                              (Name)



                                              --------------------------------
                                              (Name)


     (4) Please issue a new Warrant for the unexercised  portion of the attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below:

      
                                              --------------------------------
                                              (Name)



                                              --------------------------------
                                              (Name)


                                              --------------------------------
                                              (Date)




                                      -14-




                           NET ISSUE ELECTION NOTICE

To:      PURCHASEPRO.COM INC.                                 Date: ____________


     The  undersigned  hereby  elects  pursuant to the net issue  provisions  of
Section 3(b) to surrender the right to purchase  ________ shares of Common Stock
pursuant to this Warrant.

     (1) In  exercising  this  Warrant,  the  undersigned  hereby  confirms  and
acknowledges  that the  shares of  common  stock to be  issued  upon  conversion
thereof are being acquired  solely for the account of the undersigned and not as
a nominee for any other party, or for investment,  and that the undersigned will
not offer,  sell or otherwise  dispose of any such shares of common stock except
under circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any applicable state securities laws.

     (2) Please issue a certificate or certificates  representing said shares of
common  stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

      
        
                                              --------------------------------
                                              (Name)



                                              --------------------------------
                                              (Name)


 
     (3) Please issue a new Warrant for the unexercised  portion of the attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below:


      
          
                                              --------------------------------
                                              (Name)



                                              --------------------------------
                                              (Name)


                                              --------------------------------
                                              (Date)



                                              ================================
                                              (Address)


                                      -15-



                                ASSIGNMENT FORM

     FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby
sells,  assigns and transfers unto the Assignee named below all of the rights of
the undersigned  under the within Warrant,  with respect to the number of shares
of common stock set forth below:


 Name of Assignee                    Address                    No. of Shares

-------------------            -------------------           -------------------


and does  hereby  irrevocably  constitute  and  appoint  Attorney  to make  such
transfer on the books of PURCHASEPRO.COM, INC., maintained for the purpose, with
full power of substitution in the premises.

     The undersigned  also represents that, by assignment  hereof,  the Assignee
acknowledges  that  this  Warrant  and the  shares  of stock to be  issued  upon
exercise hereof or conversion thereof are being acquired for investment and that
the Assignee  will not offer,  sell or otherwise  dispose of this Warrant or any
shares of stock to be issued upon exercise  hereof or conversion  thereof except
under  circumstances  which will not result in a violation of the Securities Act
of 1933, as amended,  or any applicable  state  securities  laws.  Further,  the
Assignee  has  acknowledged  that upon  exercise of this  Warrant,  the Assignee
shall, if requested by the Company,  confirm in writing,  in a form satisfactory
to the  Company,  that the shares of stock so purchased  are being  acquired for
investment and not with a view toward distribution or resale.


      Dated: ______________, _____



                                                ------------------------------
                                                Signature of Holder




                                      -16-



                                   EXHIBIT B
                                   ---------

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. SUCH  SECURITIES AND ANY SECURITIES OR SHARES ISSUED  HEREUNDER MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH  REGISTRATION  OR AN EXEMPTION
THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE
SECURITIES AND RESTRICTING  THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY
WRITTEN  REQUEST  MADE BY THE HOLDER OF RECORD  HEREOF TO THE  SECRETARY  OF THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                             PURCHASEPRO.COM, INC.


     In  consideration  of the sum of ten dollars  ($10.00)  previously  paid to
PURCHASEPRO.COM,  INC.,  a  Nevada  corporation  (the  "Company"),  receipt  and
sufficiency of which are hereby  acknowledged,  this  certifies  that, for value
received,  C3 Capital,  LLC or its  registered  assigns  ("Holder") is entitled,
subject  to the terms and  conditions  set forth  below,  to  purchase  from the
Company,  in whole or in part,  that  number  of fully  paid and  non-assessable
shares of the common  stock,  par value  $0.01 per share,  of the  Company  (the
"Warrant  Shares")  as set forth in Section 2 below and at a purchase  price per
share (the "Exercise Price") as set forth in Section 2 below. The term "Warrant"
as  used  herein  shall  mean  this  Warrant,  and  any  warrants  delivered  in
substitution or exchange therefor as provided herein.

1. TERM OF WARRANT; PURPOSE; VESTING. 

          (a) Subject to the terms and conditions set forth herein, this Warrant
     shall be exercisable in accordance with the provisions contained in Section
     3 hereof until 5:00 p.m., Pacific time, December _____, 2005 (the "Exercise
     Period"), and shall be void thereafter.

          (b) This  Warrant is issued as payment by the  Company to the  initial
     Holder under a Referral  Agreement  between the Company and initial Holder,
     dated January ______, 2001 ("Agreement").

          (c) The right to purchase  Warrant  Shares  pursuant  to this  Warrant
     shall vest and become  exercisable during the Exercise Period in accordance
     with the following schedule:

     Upon the Company  collecting  Qualified Revenue (defined in the Agreement),
other than  Qualified  Revenue  referred  to and covered by that  certain  other
Warrant issued simultaneously herewith pursuant to the Agreement, which provides
an  exercise  price of $11.00 per share,  in the amounts  set forth  below,  the
number of Warrant Shares indicated shall vest and become exercisable as follows:

               Qualified Revenue               Warrant Shares Vesting
       --------------------------------    ------------------------------
         Additional        Cumulative       Additional       Cumulative
         ----------        ----------       ----------       ----------
         $3,375,000        $3,375,000         75,000           75,000
         $1,125,000        $4,500,000         25,000           100,000
         $1,125,000        $5,625,000         25,000           125,000
         $1,125,000        $6,750,000         25,000           150,000
         $6,750,000        $13,500,000        100,000          250,000
         $13,500,000       $27,000,000        100,000          350,000
         $27,000,000       $54,000,000        100,000          450,000
         $54,000,000       $108,000,000       100,000          550,000


                                      -17-



          (d) The vesting  calculation  under  Section 1(c) shall be  calculated
     each consecutive  fiscal quarter of the Company,  beginning with the fiscal
     quarter  ended  December 31, 2000 and ending with the fiscal  quarter ended
     September 30, 2005. This Warrant shall become exercisable as to the Warrant
     Shares  vesting  pursuant  to  Section  1(c) on the last day of the  fiscal
     quarter  in which  Holder has earned  the  vesting  of all  Warrant  Shares
     subject to Section  1(c).  The Company  shall  provide  Holder with written
     notice within 45 days after the end of each fiscal quarter of the number of
     Warrant Shares vesting during such fiscal quarter under Section 1(c) as set
     forth in the  Agreement.  The vesting  calculations  shall,  subject to the
     provisions  of this  Agreement  with  respect  thereto  (including  but not
     limited to provisions  regarding  arbitration of disputes),  be made by the
     Company in good faith and its determinations  shall be final and binding on
     the parties.

2. NUMBER OF SHARES, EXERCISE PRICE. 

          (a) This Warrant  shall be  exercisable  for up to five hundred  fifty
     thousand  (550,000)  shares  of  common  stock  of the  Company  vested  in
     accordance with Section 1(c).

          (b) All Warrant  Shares vested  pursuant to Section 1(c) for Qualified
     Revenue  shall be  exercisable  at an exercise  price  determined as of the
     dates of vesting with  respect to such Warrant  Shares equal to the average
     of the  opening  price  and  closing  price on such day for  shares  of the
     Company's  common stock on the Nasdaq National  Market (as applicable,  the
     "Exercise Price"),  as adjusted to reflect any stock dividend,  stock split
     or other conversion of the number of shares of the Company into a different
     number of shares, however denominated.

3. EXERCISE OF WARRANT. 

          (a) This Warrant may be  exercised  by the Holder by the  surrender of
     this Warrant to the  Company,  with the Notice of Exercise  annexed  hereto
     duly  completed and executed on behalf of the Holder,  at the office of the
     Company (or such other office or agency of the Company as it may  designate
     by notice in writing to the Holder at the  address of the Holder  appearing
     on the books of the  Company)  during  the  Exercise  Period  and:  (x) the
     delivery  of payment to the  Company,  for the account of the  Company,  by
     cash,  wire  transfer  of  immediately  available  funds to a bank  account
     specified by the Company,  or by certified or bank cashier's  check, of the
     Exercise Price for the number of Warrant  Shares  specified in the Exercise
     Form in lawful  money of the United  States of America or (y) pursuant to a
     net issuance  election in accordance with Section 3(b) hereof.  The Company
     agrees that such Warrant  Shares shall be deemed to be issued to the Holder
     as the record holder of such Warrant  Shares as of the close of business on
     the date on which this Warrant shall have been surrendered and payment made
     for the Warrant Shares as aforesaid.  A stock  certificate or  certificates
     for the Warrant Shares specified in the Exercise Form shall be delivered to
     the Holder as promptly  as  practicable,  and in any event  within ten (10)
     days,  thereafter.  If this Warrant shall have been exercised only in part,
     the Company  shall,  at the time of delivery  of the stock  certificate  or
     certificates,  deliver to the Holder a new Warrant evidencing the rights to
     purchase the remaining Warrant Shares, which new Warrant shall in all other
     respects be identical with this Warrant.  No  adjustments  shall be made on
     Warrant  Shares  issuable  on the  exercise  of this  Warrant  for any cash
     dividends paid or payable to holders of record of common stock prior to the
     date as of which the Holder shall be deemed to be the record holder of such
     Warrant Shares.  However, the number of Warrant Shares shall be adjusted to
     reflect any stock dividend,  stock split or other  conversion of the number
     of  shares of the  Company  into a  different  number  of  shares,  however
     denominated.

          (b) In lieu of exercising  this Warrant  pursuant to Section 3(a), the
     Holder  may elect to  receive,  without  the  payment  by the Holder of any
     additional consideration,  shares equal to the value of this Warrant or any
     portion  hereof by the  surrender  of this  Warrant or such  portion to the
     Company,  with the Net Issue Election  Notice annexed hereto duly executed,
     at the office of the  Company.  Thereupon,  the Company  shall issue to the
     Holder such number of fully paid and  nonassessable  shares of Common Stock
     as is computed using the following formula:

         X = Y (A-B)/A, where:

               X = the number of shares to be issued to the Holder  pursuant  to
          this Section 3(b).


                                      -18-


               Y = the number of shares of Common Stock otherwise issuable under
          this Warrant (as adjusted to the date of such calculation).

               A = the closing stock price of one share of the Company's  common
          stock as  reported  by the Nasdaq  National  Market the  business  day
          immediately prior to the Exercise Date (as defined below).

               B = the  Exercise  Price in effect under this Warrant at the time
          the net issue election is made pursuant to this Section 3(b).

     This Warrant shall automatically be deemed to be exercised in full pursuant
     to the  provisions of this Section 3, without any further  action on behalf
     of the Holder,  immediately  prior to the time this Warrant would otherwise
     expire pursuant to the terms of this Warrant.

          (c) This Warrant  shall be deemed to have been  exercised  immediately
     prior to the close of business on the date of its surrender for exercise as
     provided above (the "Exercise  Date"),  and the person  entitled to receive
     the shares of common stock issuable upon such exercise shall be treated for
     all  purposes  as the  holder of  record of such  shares as of the close of
     business on such date. As promptly as practicable on or after such date and
     in any event within three (3) business days thereafter,  the Company at its
     expense  shall  issue and  deliver  to the person or  persons  entitled  to
     receive the same a  certificate  or  certificates  for the number of shares
     issuable upon such exercise. In the event that this Warrant is exercised in
     part,  the Company at its expense will execute and deliver a new Warrant of
     like tenor  exercisable for the number of shares for which this Warrant may
     then be exercised.

4. NO FRACTIONAL  SHARES OR SCRIP.  No fractional  shares or scrip  representing
fractional shares shall be issued upon the exercise of this Warrant.  In lieu of
any  fractional  share to which the Holder  would  otherwise  be  entitled,  the
Company shall make a cash payment equal to the Exercise Price multiplied by such
fraction.

5. REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory to the
Company of the loss,  theft,  destruction  or mutilation of this Warrant and, in
the case of loss,  theft or destruction,  on delivery of an indemnity  agreement
reasonably  satisfactory in form and substance to the Company or, in the case of
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense  shall execute and deliver,  in lieu of this  Warrant,  a new warrant of
like tenor and amount.

6. RIGHTS OF  STOCKHOLDERS.  The Holder of this Warrant shall not be entitled to
vote or receive  dividends  or be deemed  the  holder of common  stock nor shall
anything  contained herein be construed to confer upon the Holder,  as such, any
of the  rights  of a  stockholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  stockholders  at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization,  issuance of stock, reclassification of stock, change
of par  value,  or  change  of stock  to no par  value,  consolidation,  merger,
conveyance,  or  otherwise)  or to  receive  notice of  meetings,  or to receive
dividends or subscription  rights or otherwise until the Warrant shall have been
exercised as provided herein.

7. TRANSFER OF WARRANT. 

          (a)  WARRANT  REGISTER.  The  Company  will  maintain a register  (the
     "Warrant  Register")  containing  the names and  addresses of the Holder or
     Holders.  Any Holder of this Warrant or any portion  thereof may change his
     address as shown on the Warrant  Register by written  notice to the Company
     requesting  such change.  Any notice or written  communication  required or
     permitted  to be given to the Holder may be  delivered  or given by mail to
     such Holder as shown on the Warrant  Register  and at the address  shown on
     the Warrant  Register.  Until this  Warrant is  transferred  on the Warrant
     Register of the  Company,  the Company may treat the Holder as shown on the
     Warrant  Register as the absolute  owner of this Warrant for all  purposes,
     notwithstanding any notice to the contrary.

          (b) WARRANT  AGENT.  The Company may, by written notice to the Holder,
     appoint  an agent for the  purpose  of  maintaining  the  Warrant  Register
     referred to in Section  7(a) above,  issuing the common  stock,  exchanging
     this  Warrant,  replacing  this  Warrant,  or any or all of the  foregoing.
     Thereafter, any such registration,


                                      -19-


     issuance,  exchange,  or replacement,  as the case may be, shall be made at
     the office of such agent.

          (c) TRANSFERABILITY AND NON-NEGOTIABILITY OF WARRANT. This Warrant may
     not be transferred or assigned in whole or in part, without compliance with
     all applicable  federal and state securities laws by the transferor and the
     transferee (including the delivery of investment representation letters and
     legal  opinions  reasonably  satisfactory  to  the  Company,  if  such  are
     requested by the Company).  Notwithstanding  the  foregoing,  no investment
     representation  letter or  opinion  of counsel  shall be  required  for any
     transfer of this  Warrant (or any portion  thereof) or any shares of common
     stock issued upon exercise  hereof (i) in compliance  with Rule 144 or Rule
     144A of the  Act,  or (ii) by gift,  will or  intestate  succession  by the
     Holder to his or her spouse or lineal descendants or ancestors or any trust
     for any of the foregoing,  provided that in each of the foregoing cases the
     transferee  agrees in writing  to be  subject to the terms of this  Section
     7(c). In addition, if the holder of the Warrant (or any portion thereof) or
     any common stock  issued upon  exercise  hereof  delivers to the Company an
     unqualified  opinion of counsel that no subsequent transfer of such Warrant
     or common  stock  shall  require  registration  under the Act,  the Company
     shall,   upon   such   contemplated   transfer,    promptly   deliver   new
     documents/certificates  for such  Warrant or common  stock that do not bear
     the legend set forth in Section  7(e)(ii) below.  Subject to the provisions
     of this Warrant with respect to compliance with the Securities Act of 1933,
     as  amended  (the  "Act"),  title to this  Warrant  may be  transferred  by
     endorsement  (by the Holder  executing the Assignment  Form annexed hereto)
     and delivery in the same manner as a negotiable instrument  transferable by
     endorsement and delivery.

          (d) EXCHANGE OF WARRANT UPON A TRANSFER.  On surrender of this Warrant
     for exchange,  properly  endorsed on the Assignment Form and subject to the
     provisions of this Warrant with respect to compliance with the Act and with
     the  limitations on assignments and transfers and contained in this Section
     7, the Company at its expense  shall issue to or on the order of the Holder
     a new warrant or  warrants  of like tenor,  in the name of the Holder or as
     the Holder (on payment by the Holder of any applicable  transfer taxes) may
     direct, for the number of shares issuable upon exercise hereof.

          (e) COMPLIANCE WITH SECURITIES LAWS.

               (i) The initial Holder of this Warrant represents and warrants to
          the  Company  that it is an  accredited  investor  under the Act.  The
          initial Holder  represents and warrants to the Company that it has all
          of the  information  necessary for it to evaluate an investment in the
          Company's securities.

               (ii)  The  Holder  of  this  Warrant,   by   acceptance   hereof,
          acknowledges  that this  Warrant and the shares of common  stock to be
          issued upon exercise hereof are being acquired solely for the Holder's
          own  account  and  not as a  nominee  for  any  other  party,  and for
          investment,  and that the  Holder  will not offer,  sell or  otherwise
          dispose of this  Warrant  or any  shares of common  stock to be issued
          upon exercise hereof except under  circumstances  that will not result
          in a violation of the Act or any  applicable  state  securities  laws.
          Upon the exercise of this Warrant,  the Holder shall,  if requested by
          the  Company,  confirm  in  writing,  in a  form  satisfactory  to the
          Company,  that the  shares  of  common  stock so  purchased  are being
          acquired  solely for the Holder's own account and not as a nominee for
          any  other  party,  for  investment,   and  not  with  a  view  toward
          distribution or resale.

               (iii) This  Warrant  and all shares of common  stock  issued upon
          exercise  hereof  shall be  stamped  or  imprinted  with a  legend  in
          substantially  the following form (in addition to any legend  required
          by state securities laws):

          "THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933.  SUCH  SECURITIES AND ANY SECURITIES OR SHARES
          ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
          REGISTRATION  OR AN EXEMPTION  THEREFROM UNDER SAID ACT. COPIES OF THE
          AGREEMENT,  COVERING THE PURCHASE OF THESE  SECURITIES AND RESTRICTING
          THEIR  TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN  REQUEST
          MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT
          ITS PRINCIPAL EXECUTIVE OFFICES."

               (iv) The Company agrees to remove  promptly,  upon the request of
          the holder of this Warrant 


 
                                      -20-



          and Securities  issuable upon exercise of the Warrant,  the legend set
          forth in Section  7(e)(ii) above from the  documents/certificates  for
          such securities upon full compliance with this Agreement and Rules 144
          and 145.

8. RESERVATION OF STOCK. The Company covenants that during the term this Warrant
is exercisable, the Company will reserve from its authorized and unissued common
stock a sufficient  number of shares to provide for the issuance of common stock
upon the exercise of this Warrant  (including  any  adjustment  in the number of
Warrant Shares pursuant to Section 3(b) above).  The Company  further  covenants
that all shares that may be issued upon the  exercise of rights  represented  by
this Warrant and payment of the Exercise Price, all as set forth herein, will be
free from all taxes,  liens and charges in respect of the issue  thereof  (other
than taxes in respect of any transfer occurring  contemporaneously  or otherwise
specified  herein).  The Company  agrees that its issuance of this Warrant shall
constitute  full  authority  to its  officers  who are charged  with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares of common stock upon the exercise of this Warrant.

9. REGISTRATION RIGHTS: COMPANY REGISTRATION.

          (a) If the Company shall  determine to register any of its  securities
     for its own account,  other than a registration relating solely to employee
     benefit plans, or a registration relating solely to a Rule 145 transaction,
     or a registration on any  registration  form that does not permit secondary
     sales, the Company will:

               (i) promptly give to Holder written notice thereof; and

               (ii) use its best  efforts to include in such  registration  (and
          any related  qualification  under blue sky laws or other  compliance),
          except as set forth in Section  9(b)  below,  and in any  underwriting
          involved  therein,  all or any part (in minimum  increments of 100,000
          Shares)  of the  Warrant  Shares  specified  in a written  request  or
          requests,  made by Holder and  received by the Company  within  twenty
          (20) days after the  written  notice  from the  Company  described  in
          clause (i) above is mailed or delivered  by the Company.  Such written
          request may specify all or a part of Holder's Warrant Shares.

          (b)  UNDERWRITING.  If the  registration  of which the  Company  gives
     notice is for a registered public offering  involving an underwriting,  the
     Company  shall so  advise  Holder  as a part of the  written  notice  given
     pursuant  to  Section  9(a)(i).  In such  event,  the  right of  Holder  to
     registration  pursuant to this Section 9 shall be conditioned upon Holder's
     participation  in such  underwriting  and the inclusion of Holder's Warrant
     Shares  in the  underwriting  to  the  extent  provided  herein.  A  Holder
     proposing to distribute  its  securities  through such  underwriting  shall
     (together  with the  Company  and the other  holders of  securities  of the
     Company with registration rights to participate therein  distributing their
     securities through such underwriting) enter into an underwriting  agreement
     in  customary  form  with  the   representative   of  the   underwriter  or
     underwriters  selected by the Company.  If any person does not agree to the
     terms of any such  underwriting,  he shall be excluded therefrom by written
     notice from the  Company or the  underwriter.  Any Warrant  Shares or other
     securities  excluded or withdrawn from such underwriting shall be withdrawn
     from such registration.

          Notwithstanding  any  other  provision  of  this  Section  9,  if  the
     representative of the underwriters  advises the Company,  in good faith, in
     writing,  that  marketing  factors  require a  limitation  on the number of
     shares to be  underwritten,  (i) the  representative  may  (subject  to the
     limitations  set forth below) exclude all Warrant Shares from, or limit the
     number  of  Warrant  Shares  to  be  included  in  the   registration   and
     underwriting,  or (ii) the Company  may limit,  to the extent so advised by
     the  underwriters,   the  amount  of  securities  to  be  included  in  the
     registration by the Company's  stockholders  (including the Holder),  to be
     apportioned pro rata among the holders of registrable securities, including
     Warrant Shares,  according to the total amount of securities entitled to be
     included therein owned by each holder of registrable securities,  including
     Warrant  Shares,  and  subject in all  respects to the rights of holders of
     registrable  securities  other than  Holder  affecting  the ability of such
     representative  or the  Company,  as  applicable,  to limit  the  number of
     registrable  securities  of such  holder or holders to be  included in such
     registration and underwriting.

          If registrable  securities are withdrawn  from the  registration  as a
     result of the holder failing to agree to the terms of any such underwriting
     and  the  number  of   registrable   securities  to  be  included  in  such
     registration was

                                      -21-



     previously reduced as a result of marketing factors, the Company shall then
     offer to all persons  who have  retained  the right to include  registrable
     securities in the registration the right to include  additional  securities
     in the registration in an aggregate amount equal to the number of shares so
     withdrawn,   apportioned   pro  rata  among  the  holders  of   registrable
     securities,  including  Warrant  Shares,  according  to the total amount of
     securities  entitled  to be  included  therein  owned  by  each  holder  of
     registrable  securities,  including  Warrant  Shares,  and  subject  in all
     respects  to the  rights of holders of  registrable  securities  other than
     Holder  affecting  the ability of such  representative  or the Company,  as
     applicable, to limit the number of registrable securities of such holder or
     holders to be included in such registration and underwriting.

10. REGISTRATION ON FORM S-3.

          (a)  Provided  the  Company is  qualified  for the use of Form S-3, in
     addition to the rights contained in the foregoing  provisions of Section 9,
     Holder  shall have the right to request one or more  registrations  on Form
     S-3 (such requests shall be in writing and shall state the number of shares
     of Warrant Shares to be disposed of and the intended methods of disposition
     of such shares by Holder), provided, however, that the Company shall not be
     obligated to effect any such  registration  if (i) Holder  proposes to sell
     Warrant Shares on Form S-3 at an aggregate price to the public of less than
     $500,000,  or (ii) in the event the Company shall furnish the certification
     described in paragraph  10(d)(ii) (but subject to the limitations set forth
     therein),  or (iii)  the  Company  has,  within  the six (6)  month  period
     preceding the date of such request  already  effected one  registration  on
     Form S-3 for Holder pursuant to this Section 10.

          (b) If a request  complying  with the  requirements  of Section  10(a)
     hereof is delivered to the Company,  the provisions of Sections 9(a)(i) and
     (ii) and Section  10(c)  hereof  shall apply to such  registration.  If the
     registration  is for an underwritten  offering,  the provisions of Sections
     9(b) hereof shall apply to such registration.

          (c) The  Company  shall not be  obligated  to  effect,  or to take any
     action to effect, any such registration pursuant to this Section 10:

               (i) In any particular  jurisdiction in which the Company would be
          required  to  execute a general  consent  to  service  of  process  in
          effecting such registration,  qualification, or compliance, unless the
          Company is already subject to service in such  jurisdiction and except
          as may be required by the Act;

               (ii)  During  the period  starting  with the date sixty (60) days
          prior to the Company's  good faith  estimate of the date of filing of,
          and ending on a date one hundred eighty (180) days after the effective
          date of, a Company-initiated  registration;  provided that the Company
          is actively  employing in good faith all  reasonable  efforts to cause
          such registration statement to become effective.

          (d)  Subject  to the  limitations  set forth in this  Section  10, the
     Company shall file a registration  statement covering the Warrant Shares so
     requested to be  registered  as soon as  practicable  after  receipt of the
     request  of  Holder;  provided,  however,  that  if (i) in the  good  faith
     judgment of the Board of Directors of the Company,  such registration would
     be seriously  detrimental  to the Company and the Board of Directors of the
     Company concludes, as a result, that it is essential to defer the filing of
     such  registration  statement  at such  time,  and (ii) the  Company  shall
     furnish to Holder a  certificate  signed by the  President  of the  Company
     stating  that in the good faith  judgment of the Board of  Directors of the
     Company,  it  would  be  seriously  detrimental  to the  Company  for  such
     registration  statement  to be  filed in the  near  future  and that it is,
     therefore,  essential to defer the filing of such  registration  statement,
     then the  Company  shall have the right to defer such filing for the period
     during which such disclosure would be seriously detrimental,  provided that
     (except as  provided  in clause (c)  above) the  Company  may not defer the
     filing  for a period of more  than one  hundred  eighty  (180)  days  after
     receipt of the request of Holder,  and, provided further,  that the Company
     shall not defer its  obligation in this manner more than once in any twelve
     (12) month period.

11.  EXPENSES OF  REGISTRATION.  All  Registration  Expenses (as defined herein)
incurred  in  connection  with any  registration,  qualification  or  compliance
pursuant  to  Sections 9 and 10 hereof and  reasonable  fees of one  counsel for
Holder shall be borne by the Company.  All Selling  Expenses (as defined herein)
relating  to  securities  so  registered  shall be borne by the  holders of such
securities  pro rata on the  basis of the  number of  shares  of  securities  so
registered  on their  behalf.  "Registration  Expenses"  shall mean all expenses
incurred in effecting any


 
                                      -22-



registration  pursuant  to this  Warrant,  including,  without  limitation,  all
registration,  qualification,  and filing fees, printing expenses,  escrow fees,
fees and disbursements of counsel for the Company, fees and disbursements of one
special  counsel  for the  selling  stockholders,  blue sky  fees and  expenses,
accounting  fees and  expenses of any regular or special  audits  incident to or
required by any such  registration,  but shall not include Selling  Expenses and
fees and disbursements of additional counsel for the stockholders.  Registration
Expenses do not include the  compensation  of regular  employees of the Company,
which shall be paid in any event by the Company.  "Selling  Expenses" shall mean
all  underwriting  discounts and selling  commissions  applicable to the sale of
Warrant Shares and fees and  disbursements of counsel for any Holder (other than
the fees and disbursements of counsel included in Registration Expenses).

12.  AMENDMENTS.  This  Warrant  and any term  hereof  may be  changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.

13. MISCELLANEOUS. 

          (a) This Warrant  shall be governed by the laws of the State of Nevada
     as applied to  agreements  entered into in the State of Nevada by and among
     residents of the State of Nevada.

          (b) In the event of a dispute  with  regard to the  interpretation  of
     this Warrant, the prevailing party may collect the cost of attorney's fees,
     litigation  expenses  or such  other  expenses  as may be  incurred  in the
     enforcement of the prevailing party's rights hereunder.

          (c) The rights to cause the Company to register  securities granted to
     a Holder by the Company under Section 10 may be  transferred or assigned by
     Holder only to a transferee or assignee of not less than 100,000,  provided
     that  the  Company  is given  written  notice  at the  time of or  within a
     reasonable  time after such  transfer or  assignment,  stating the name and
     address of the transferee or assignee and  identifying  the securities with
     respect  to  which  such  registration  rights  are  being  transferred  or
     assigned,  and, provided  further,  that the transferee or assignee of such
     rights assumes the obligations of such Holder under this Warrant.

          (d) This Warrant shall be exercisable  as provided for herein,  except
     that in the event that the expiration  date of this Warrant shall fall on a
     Saturday,  Sunday or  United  States  federally  recognized  Holiday,  this
     expiration  date for this  Warrant  shall be extended to 5:00 p.m.  Pacific
     standard  time on the  business  day  following  such  Saturday,  Sunday or
     recognized Holiday.

          (e) This Warrant  shall be governed by and  interpreted  in accordance
     with the laws of the  State of New York,  excluding  its  conflicts  of law
     principles.  The parties  agree that any and all disputes  arising under or
     relating  to  this  Warrant  shall  be  resolved   exclusively  by  binding
     arbitration  in Las  Vegas,  Nevada  before a single  arbitrator  under the
     Commercial Arbitration Rules of the American Arbitration  Association.  The
     decision of the  arbitrator  shall be final and binding with respect to the
     dispute and shall be  enforceable  in any court of competent  jurisdiction.
     The prevailing party in any action or proceeding  between the parties shall
     be entitled to an award of its reasonable attorneys fees and costs.



                                      -23-




         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officers thereunto duly authorized.

         Dated: January __, 2001

                COMPANY:

                PURCHASEPRO.COM, INC., a Nevada corporation


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

                INITIAL HOLDER:

                C3 Capital, LLC, a __________________ limited liability company


                By                                          
                    -----------------------------------------

                Its                                         
                    ----------------------------------------




                                      -24-




                               NOTICE OF EXERCISE

To:      PURCHASEPRO.COM, INC.

(1) The  undersigned  hereby  elects  to  purchase  shares  of  common  stock of
PURCHASEPRO.COM INC., pursuant to the terms of the attached Warrant, and tenders
herewith payment of the purchase price for such shares in full.

(2) In exercising this Warrant, the undersigned hereby confirms and acknowledges
that the shares of common stock to be issued upon  conversion  thereof are being
acquired  solely for the account of the undersigned and not as a nominee for any
other party, or for investment, and that the undersigned will not offer, sell or
otherwise dispose of any such shares of common stock except under  circumstances
that will not result in a violation of the  Securities  Act of 1933, as amended,
or any applicable state securities laws.

(3) Please  issue a  certificate  or  certificates  representing  said shares of
common  stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

      
                                              --------------------------------
                                              (Name)



                                              --------------------------------
                                              (Name)


(4) Please  issue a new  Warrant  for the  unexercised  portion of the  attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below:

      
                                              --------------------------------
                                              (Name)



                                              --------------------------------
                                              (Name)


                                              --------------------------------
                                              (Date)



 
                                      -25-



                           NET ISSUE ELECTION NOTICE

To:      PURCHASEPRO.COM INC.                                 Date: ____________


     The  undersigned  hereby  elects  pursuant to the net issue  provisions  of
Section 3(b) to surrender the right to purchase  ________ shares of Common Stock
pursuant to this Warrant.

(1) In exercising this Warrant, the undersigned hereby confirms and acknowledges
that the shares of common stock to be issued upon  conversion  thereof are being
acquired  solely for the account of the undersigned and not as a nominee for any
other party, or for investment, and that the undersigned will not offer, sell or
otherwise dispose of any such shares of common stock except under  circumstances
that will not result in a violation of the  Securities  Act of 1933, as amended,
or any applicable state securities laws.

(2) Please  issue a  certificate  or  certificates  representing  said shares of
common  stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

      
                                              --------------------------------
                                              (Name)



                                              --------------------------------
                                              (Name)


(3) Please  issue a new  Warrant  for the  unexercised  portion of the  attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below:


                                              --------------------------------
                                              (Name)



                                              --------------------------------
                                              (Name)


                                              --------------------------------
                                              (Date)



                                              ================================
                                              (Address)


                                      -26-


                                ASSIGNMENT FORM

     FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby
sells,  assigns and transfers unto the Assignee named below all of the rights of
the undersigned  under the within Warrant,  with respect to the number of shares
of common stock set forth below:


 Name of Assignee                    Address                   No. of Shares

------------------            -------------------           -------------------


and does  hereby  irrevocably  constitute  and  appoint  Attorney  to make  such
transfer on the books of PURCHASEPRO.COM, INC., maintained for the purpose, with
full power of substitution in the premises.

     The undersigned  also represents that, by assignment  hereof,  the Assignee
acknowledges  that  this  Warrant  and the  shares  of stock to be  issued  upon
exercise hereof or conversion thereof are being acquired for investment and that
the Assignee  will not offer,  sell or otherwise  dispose of this Warrant or any
shares of stock to be issued upon exercise  hereof or conversion  thereof except
under  circumstances  which will not result in a violation of the Securities Act
of 1933, as amended,  or any applicable  state  securities  laws.  Further,  the
Assignee  has  acknowledged  that upon  exercise of this  Warrant,  the Assignee
shall, if requested by the Company,  confirm in writing,  in a form satisfactory
to the  Company,  that the shares of stock so purchased  are being  acquired for
investment and not with a view toward distribution or resale.


         Dated: ______________, _____

                                              --------------------------------
                                              (Signature of Holder)



                                      -27-


                                   EXHIBIT C
                                   ---------
                                 REFERRAL FORM
                                 -------------


Referring Party

Company:________________________________________________________________________
Physical Address:_______________________________________________________________
Mailing Address (if different): ________________________________________________
City, State, Zip: ______________________________________________________________
Phone Number: _______________________________  Fax: ____________________________

Customer Profile
----------------
Company:________________________________________________________________________
Physical Address:_______________________________________________________________
Mailing Address (if different): ________________________________________________
City, State, Zip: ______________________________________________________________
Phone Number: ________________________________  Fax: ___________________________
Web Site URL: __________________________________________________________________
Key Contact Name:_____________________________  Telephone: _____________________
Key Contacts Title:___________________________  Email Address: _________________
Name of person with final approval authority:___________________________________

Opportunity Profile
PurchasePro Marketplace Opportunity (Choose One): 
____e-Procurement   ____   v-Distributor   ____   e-MarketMaker
Explain your relationship to this opportunity:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Date of First Meeting:__________________________
Projected date of Signed Agreement:_____________________
Describe the action steps required to complete a Marketplace Software License
Agreement on this opportunity:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                                     ACCEPTED by PurchasePro

Signed___________________________           Signed_________________________
           Referring Party

Title: __________________________           Title: ________________________

Print Name: _____________________           Print Name: ___________________
Date: ___________________________           Effective Date*: ______________

*All opportunities expire after 3 months from time of Date Submitted unless a
time extension has been agreed upon in writing by the Director of Indirect
Channels.