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Notice of Stock Option Grant - Inc. and RIchard Clemmer

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

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

Name of Optionee:  Richard Clemmer

Total Number of Option Shares Granted:  750,000

Type of Option:  Nonstatutory Stock Option

Exercise Price Per Share:  $1.15

Grant Date: June 25, 2001

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

OPTIONEE:                                PURCHASEPRO.COM, INC.

______________________________________   By: ___________________________________
Richard L. Clemmer


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

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

VESTING                 The shares covered by your option will vest and become
                        exercisable as follows:  100,000 shares shall vest
                        immediately; 300,000 shares shall vest on November 15,
                        2001; 200,000 shares shall vest on May 15, 2002; and
                        150,000 shares shall vest on May 15, 2003.  
                        Notwithstanding the foregoing, the shares covered by 
                        this option will immediately become fully vested and
                        exercisable upon the occurrence of any Involuntary
                        Termination, as defined in that certain Executive 
                        Employment Agreement, dated June ______, 2001, between
                        you and the Company (the "Employment Agreement"), of
                        your employment with the Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                        DESCRIBED ABOVE AND IN THE PLAN.

                    1999 STOCK PLAN OF PURCHASEPRO.COM, INC.

Name:    _________________________________ Social Security Number:_____________
Address: _________________________________ Phone Number (Work):   _____________
         _________________________________ Phone Number (Home):   _____________


Date of Grant: __________________________  Type of Option:  ___ Nonstatutory
Exercise Price per Share: $______________                   ___ Incentive

Total Number of Shares of Common Stock of,  Inc. (the "Company")
covered by option: _____________ Shares


Number of shares of Common Stock of the Company for which option is being
exercised now: ______________ Shares (These shares are referred to below as the
"Purchased Shares")

Total Exercise Price for the Purchased Shares: $ ___________

Form of payment enclosed (Check all that apply):

___ Check for $________ made payable    ___ Certificate(s) for ________shares of
    to ", Inc."              the Common Stock of the Company that
                                            I have owned for at least twelve 
                                            months or have purchased in the open
                                            market. (These shares will be valued
                                            as of the effective date of Option 

Name(s) in which the Purchased Shares should be registered [YOU MUST CHECK ONE]:

___ In my name only

___ In the names of my spouse and           My spouse's name(if applicable)
    myself as community property 

___ In the names of my spouse and           __________________________________
    myself as joint tenants with
    right of survivorship

The certificate for the Purchased Shares should be sent to the following

Special Request(s):



1.   I understand  that all sales of Purchased  Shares are subject to compliance
     with  the  Company's  policy  on  securities  trades.  
2.   In the case of a nonstatutory  option,  I understand  that I must recognize
     ordinary  income  equal to the spread  between the fair market value of the
     stock on the date of exercise and the exercise price. I further  understand
     that I am required to pay  withholding  taxes at the time of  exercising  a
     nonstatutory  option.  
3.   I hereby  acknowledge  that I  received  and read a copy of the  prospectus
     describing the Company's 1999 Stock Incentive Plan and the tax consequences
     of an exercise.

SIGNATURE:                                     DATE:

____________________________________________   ________________________________

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