$1,316,055.28 Las Vegas, Nevada
June 1, 2001
For value received, the undersigned, Richard L. Clemmer, an individual
resident of the State of California ("Maker"), subject in all respects to the
limitations set forth in paragraph III.D. of that certain Executive Employment
Agreement between Maker and Holder of even date herewith (the "Employment
Agreement"), hereby promises to pay to PurchasePro.com, Inc., a Nevada
corporation ("Holder") at 3291 North Buffalo Drive, Las Vegas, Nevada 89129, the
principal amount of One Million Three Hundred Sixteen Thousand Fifty-five
Dollars and 28/100 ($1,316,055.28) together with interest thereon from the date
This Promissory Note shall be due and payable in a lump sum on the earlier
date of the following (the "Due Date"): (a) the third anniversary of the date
hereof or (b) the date 30 days following the date of termination of Maker's
services as Chief Executive Officer of the Holder by Maker or Holder other than
due to an Involuntary Termination, as such term is defined in the Employment
This Promissory Note may be prepaid in whole or in part at any time without
premium or penalty.
Maker's failure to pay when due any payment of principal or interest due
under this Promissory Note shall constitute a default ("Default") hereunder.
Upon the occurrence of any Default, Holder may, at its option, take any or more
of the following actions: (i) declare the entire unpaid principal balance and
accrued interest, if any, to be immediately due and payable; (ii) set off any
amount owed to Maker by Holder, including without limitation, employment
compensation, bonus, severance or any similar amount; or (iii) exercise any
other rights or remedies available to it, whether at law or in equity.
All amounts due hereunder shall be payable in lawful money of the United
States of America.
This Promissory Note shall be governed by and construed and interpreted in
accordance with the internal laws of the State of Nevada.
Richard L. Clemmer