{"id":42726,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/referral-agreement-purchasepro-com-inc-and-c3-capital-llc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"referral-agreement-purchasepro-com-inc-and-c3-capital-llc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/referral-agreement-purchasepro-com-inc-and-c3-capital-llc.html","title":{"rendered":"Referral Agreement &#8211; PurchasePro.com Inc. and C3 Capital LLC"},"content":{"rendered":"<pre>                              PURCHASEPRO.COM\n                             REFERRAL AGREEMENT\n\nThis Referral Agreement (the \"Agreement\") is entered into as of January 26, 2001\n(the \"Effective Date\") by and between PurchasePro.com, Inc. (\"PurchasePro\"), and\nC3 Capital, LLC (\"Referring Party\"). In consideration of the mutual promises and\ncovenants  contained in this  Agreement,  PurchasePro and Referring Party hereby\nagree as follows:\n\n\n1. DEFINITIONS\n\n     The following definitions shall apply to this Agreement:\n\n     (a) \"Marketplace Software Product\" means PurchasePro's proprietary computer\nprogram,  utilities,  and  accompanying  user  documentation  (which in no event\nincludes  any  source  code) for  configuration  and  operation  of a  web-based\napplication  through which  multiple  prospective  buyers\/suppliers  of products\nand\/or services who have been registered  into such  marketplace  have access to\nother  buyers\/suppliers for the purpose of transacting purchases and\/or sales of\nproducts and\/or services within such marketplace.\n\n     (b)  \"Customer\"  means each  business  entity  referred to  PurchasePro  by\nReferring  Party as a potential  customer  of  PurchasePro  under a  Marketplace\nAgreement.\n\n     (c)  \"Qualified  Referral\"  means each Customer  referred to PurchasePro by\nReferring  Party  as to which at the  time of the  referral  PurchasePro  had no\npreexisting  relationship as a strategic partner,  prospect or Customer,  either\ndirectly or indirectly  through  another  referral  party,  reseller,  sales and\nmarketing  agent or other  strategic  partner,  including,  but not  limited to,\nAmerica OnLine,  Computer Associates,  Sprint, Office Depot and Hilton, and with\nwhom  PurchasePro,  in  its  sole  discretion,  enters  into  a  fully  executed\nMarketplace Agreement.\n\n     (d) \"Qualified  Referral Date\" means the Effective Date of the  Marketplace\nAgreement between PurchasePro and the Customer.\n\n     (e) \"Qualified  Revenue\" has the meaning assigned to such term in Section 3\nhereof.\n\n     (f)  \"Referral  Fee\"  means  the  amount to be paid to  Referring  party by\nPurchasePro for a Qualified Referral as specified in Section 3 hereof.\n\n     (g)  \"Marketplace   Agreement\"  means  a  written   agreement  under  which\nPurchasePro (i) licenses its Marketplace  Software  Product to Customers or (ii)\nrenders  services  for the  maintenance  or hosting of,  project  management  or\ntraining  with respect to, or  professional  services in  connection  with,  its\nMarketplace Software Product.\n\n2. RESPONSIBILITIES &amp; RIGHTS OF PARTIES\n\n     (a) For each Customer whom  Referring  Party wishes to refer to PurchasePro\nand to qualify under this Agreement,  Referring Party will submit to PurchasePro\na completed  Referral Form (attached hereto as Exhibit C) (\"Referral Form\"). For\neach  submitted  Referral  Form,  the Referring  Party must submit in writing to\nPurchasePro a monthly  Customer  status update to  PurchasePro.  PurchasePro may\nmodify the Referral Form from time to time upon notice to Referring Party.  Each\nsuch Customer  referral  must meet any and all  PurchasePro  qualifications  and\ncriteria and be accepted in writing by PurchasePro.  Any such Customer  referral\nthat does not result in a Qualified  Referral  within three (3) months after the\nEffective Date set forth in the Referral Form shall expire  immediately unless a\ntime  extension  has  been  granted  by  PurchasePro  in  a  writing  signed  by\nPurchasePro's  Director of Indirect Channels.  PurchasePro will not unreasonably\n(i) modify any Referral Form nor (ii) refuse to accept any Customer  referred by\nReferring Party nor (iii) if reasonably  requested by Referring Party, refuse to\nextend the period during which the Referral Form will continue in effect.\n\n     (b)  Referring  Party  warrants  and  represents  that,  for each  Customer\nreferred  to  PurchasePro  under this  Agreement,  the  Referring  Party has the\nauthority to make the referral on behalf of the Customer, has\n\n                                      -1-\n\n\ndisclosed  the potential  receipt of fees under this  Agreement to the Customer,\nand has no conflict of interest with the Customer or with PurchasePro in receipt\nof such payment. Referring Party warrants and represents that neither it nor, to\nits knowledge, any director, officer,  shareholder,  partner or member of it, is\nan affiliate of PurchasePro.\n\n     (c) PurchasePro reserves the right in its discretion to make any changes in\nthe Marketplace Software Product and Marketplace Agreements,  including pricing,\nand to refuse to enter into a Marketplace  Agreement with any Customer  referred\nby Referring Party for lack of  creditworthiness  or for any other reason in its\nsole discretion.\n\n     (d)  Each  party  understands  this  Agreement  is  non-exclusive.  Without\nlimiting the  generality of the foregoing,  Referring  Party  acknowledges  that\nnothing in this Agreement shall prevent or limit  PurchasePro from marketing and\nselling its Marketplace  Agreements or any other product or service, in whole or\nin part, directly or indirectly, to any prospective customers or from appointing\nrepresentatives,  resellers,  distributors and other marketing  agents,  without\nliability to Referring Party.\n\n     (e) PurchasePro  shall determine in good faith whether a prospect  referred\nto it is a Qualified  Referral.  Any dispute as to such a determination shall be\nresolved pursuant to Section 8 hereof.\n\n\n3. PAYMENT\n\n     (a) As full and complete  payment for all  Qualified  Referrals  hereunder,\nPurchasePro  shall issue Referring Party warrants to purchase up to an aggregate\nof  1,100,000  shares of  PurchasePro's  Common  Stock  (\"Warrant  Shares\"),  in\nsubstantially the forms attached hereto as Exhibits A and B (the \"Warrants\"), at\nsuch prices, and vesting and becoming exercisable,  as set forth therein,  based\nupon \"Qualified Revenue\" recorded by PurchasePro under any Marketplace Agreement\nbetween  PurchasePro and any Qualified  Referral.  \"Qualified  Revenue\" shall be\ndefined for all purposes  hereof as all net revenue (i.e.,  net after  deduction\nfor  commissions,  revenue sharing  payments and bad debt reserves)  received by\nPurchasePro beginning October 1, 2000 and continuing through September 30, 2005,\ncomputed using generally accepted accounting  principles,  consistently applied;\nprovided,  however,  that  all  license  fees  paid to  PurchasePro  by  Gateway\nCompanies,   Inc.  under  Marketplace   Software  License   Agreements   between\nPurchasePro and Gateway Companies, Inc., each dated September 29, 2000, shall be\nexcluded in all respects for purposes of determining the number of shares vested\nand exercisable under the Warrants as set forth in this Section 3 and on Exhibit\nA and Exhibit B.\n\n     (b) The determination as to whether PurchasePro has Qualified Revenue shall\nbe made by PurchasePro in good faith, as evidenced by its periodic reports filed\nwith the Securities and Exchange Commission from time to time during the term of\nthis  Agreement on Forms 10-K and 10-Q and any  amendments  thereto,  and in the\ncase of Qualified  Revenue  reflected in interim  quarterly reports on Form 10-Q\nshall  be  subject  to  adjustment  upon  completion  of its  year-end  audit as\nevidenced by its report on Form 10-K and any amendments  thereto (all such Forms\n10-Q and 10-K,  together with any amendments  thereto and other periodic reports\nreferred to herein as \"SEC Filings\").\n\n                  (1) PurchasePro shall provide Referring Party with written\n         notice within 45 days after the end of each fiscal quarter of the\n         number of Warrant Shares vesting during such fiscal quarter, with such\n         notice containing such information as may be reasonably necessary to\n         allow Referring Party to verify the accuracy of such Qualified Revenue\n         upon review thereof and of PurchasePro's SEC Filings.\n\n                  (2) During the term of this Agreement, PurchasePro will permit\n         Referring Party, through a nationally recognized or\n         PurchasePro-approved (which approval shall not be unreasonably\n         withheld) certified public accounting firm designated by Referring\n         Party (subject to execution of a reasonable non-disclosure agreement by\n         said CPA), upon reasonable notice and during normal business hours, to\n         inspect these books, records and other materials once per year during\n         the term of this Agreement. In the event the audit reveals an\n         underpayment in the payment obligations of PurchasePro, PurchasePro\n         will promptly pay Referring Party such underpayment amount. If any such\n         underpayment shall exceed five percent (5%), PurchasePro will reimburse\n         Referring Party for any and all reasonable expenses incurred in\n         connection with such inspection.\n\n                                      -2-\n\n\n\n                  (3) Any dispute as to any such matter shall be resolved \n         pursuant to Section 8 hereof.\n\n     (c) In addition to the foregoing,  any out of pocket  expenses  incurred by\nReferring  Party in performance of the referral  services  rendered and\/or to be\nrendered hereunder, including but not limited to airfare, lodging, meals and car\nrentals,  and approved in advance by a duly  authorized  officer of PurchasePro,\nshall be billed to PurchasePro at Referring Party's reasonable cost and shall be\nreimbursed  by  PurchasePro  within  thirty  (30) days after such  expenses  are\ninvoiced by Referring Party.\n\n4. TERM &amp; TERMINATION\n\n     (a) This Agreement is effective as of the Effective Date and will remain in\neffect for five (5) years after the Effective Date.\n\n     (b) This  Agreement  may be  terminated  by either party at any time in the\nevent of a material breach by the other party which remains uncured after thirty\n(30) days written notice.\n\n     (c) Either party may terminate this  Agreement at any time,  without cause,\nupon sixty (60) days prior written notice to the other party.\n\n     (d) Upon  expiration or  termination  of this  Agreement,  (i) both parties\nshall immediately  discontinue all  representations  or statements from which it\nmight be inferred that any  relationship  exists  between the two parties,  (ii)\neach party  agrees not to act in any way to damage the  reputation  of the other\nparty's products or services,  and (iii) Referring Party shall cease to promote,\nsolicit,  or  procure  orders  for  any  Marketplace  Agreement.   PurchasePro's\nexecution of any Marketplace Agreement after termination of this Agreement shall\nnot be construed as a renewal or extension of this Agreement,  or as a waiver of\nthe right to  terminate or of any other  matter or right and  PurchasePro  shall\nhave the right after the termination of this Agreement to deal with, and solicit\norders from, any and all persons and entities,  including  referred Customers or\npotential  referred  Customers,  who dealt with or were  referred  by  Referring\nParty, without any liability of any kind to Referring Party.\n\n     (e) Notwithstanding expiration or termination of this Agreement,  excluding\nany termination by PurchasePro  pursuant to paragraph (b) of this Section 4, the\nright of the Referring Party to purchase Warrant Shares,  in accordance with the\nterms and conditions as set forth in the Warrants  attached  hereto as Exhibit A\nand  Exhibit  B,  shall  continue  to vest  and be  exercisable  based  upon all\nQualified Revenue received during the Exercise Period from any and all Customers\nwhich  (i)  have  become  Qualified  Referrals  prior  to the  date of any  such\nexpiration or termination  or (b) become  Qualified  Referrals  within three (3)\nmonths after the date of any such expiration or termination.\n\n  \n5. CONFIDENTIAL INFORMATION\n\n     Each party  acknowledges  that it may receive  valuable  trade and business\nsecrets and other proprietary and confidential information,  including,  without\nlimitation,  information about the other party's business, products,  equipment,\nsystems,  techniques and practices  (collectively,  \"Confidential  Information\")\n(for  purposes of this  Section 5, a party  receiving  Confidential  Information\nshall be referred to as a \"Receiving Party\" and a party disclosing  Confidential\nInformation shall be referred to as a \"Disclosing  Party\").  The Receiving Party\nshall,  and shall  cause its  employees  and agents to,  strictly  maintain  the\nconfidentiality of the Confidential Information and not disclose, disseminate or\notherwise give Confidential  Information to any other person, firm, organization\nor third  party,  except for an employee or agent of  Receiving  Party who has a\nreasonable  need to obtain access and who has agreed in writing to not disclose,\nand  not  to  use  for  any  other  purpose,   the   Confidential   Information.\nNotwithstanding  the foregoing,  the obligations of confidentiality set forth in\nthis Section 5 with respect to Confidential  Information  shall not apply to any\ninformation  that:  (i)  is or  becomes  publicly  known  without  violation  by\nReceiving Party;  (ii) is already known to Receiving Party without  restrictions\nat the time of its disclosure by Disclosing  Party,  as evidenced by the written\nrecords of Receiving  Party;  (iii) after its  disclosure to Receiving  Party by\nDisclosing  Party,  is made known to Receiving  Party without  restrictions by a\nthird  party  having  the  right to do so;  or (iv) is  legally  required  to be\ndisclosed  by  Receiving  Party  pursuant  to a  judicial  order from a court of\ncompetent   jurisdiction   (provided  that  Receiving  Party  promptly   informs\nDisclosing  Party of the requirement and affords  \n\n\n\n                                      -3-\n\n\n\nDisclosing Party a reasonable  opportunity to contest the required  disclosure).\nThe  foregoing  obligations  of  confidentiality  shall survive  termination  or\nexpiration of this Agreement.\n\n6. LIMITATION OF LIABILITY\n\n     UNDER NO CIRCUMSTANCES  (I) SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY\nFOR INDIRECT, INCIDENTAL,  CONSEQUENTIAL,  SPECIAL OR EXEMPLARY DAMAGES (EVEN IF\nTHAT PARTY HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH  DAMAGES),  SUCH AS, BUT\nNOT LIMITED TO, LOSS OF REVENUE,  PROFITS OR BUSINESS,  COSTS OF DELAY, COSTS OF\nLOST OR DAMAGED  DATA OR  DOCUMENTATION,  OR SUCH PARTY'S  LIABILITIES  TO THIRD\nPARTIES  ARISING  FROM ANY  SOURCE;  OR (II)  SHALL  PURCHASEPRO  BE  LIABLE  TO\nREFERRING  PARTY  PURSUANT TO THIS  AGREEMENT  UNDER ANY  CONTRACT,  NEGLIGENCE,\nSTRICT  LIABILITY OR OTHER LEGAL OR EQUITABLE  THEORY FOR ANY AMOUNTS IN EXCESS,\nIN THE  AGGREGATE,  OF REFERRAL  FEES OWED AND NOT YET PAID TO REFERRING  PARTY.\nReferring  Party must give written  notice to  PurchasePro of any claims against\nPurchasePro  arising under or in any way relating to this  Agreement  within six\nmonths after the effective  termination date of this Agreement.  Referring Party\nshall have no claim against PurchasePro for fees, compensation or otherwise with\nregard to this Agreement,  whether in contract,  in tort,  under any warranty or\notherwise,  either during the term of this  Agreement or after its  termination,\nexcept as expressly provided in this Agreement.\n\n7. RELATIONSHIP OF PARTIES\n\n     The parties  shall  perform all of their  duties  under this  Agreement  as\nindependent  contractors.  Nothing  in this  Agreement  shall  be  construed  to\nconstitute the parties as principal and agent, employer and employee, franchiser\nand  franchisee,   partners,   joint  ventures,   co-owners,   or  otherwise  as\nparticipants in a joint undertaking,  or to enter into any contract or otherwise\nincur any liability or obligation,  expressed or implied, on behalf of the other\nparty, or to transfer,  release,  or waive any right, title, or interest of such\nother party. Further, PurchasePro shall not, as a result of this Agreement, have\nany  obligation  to  Referring  Party to continue  its  business or to continue,\ndiscontinue,  change, retain, sell or supply the Marketplace Software Product or\nany part thereof.\n\n8. GOVERNING LAW &amp; CONSENT TO ARBITRATION\n\n     This Agreement  shall be governed by and interpreted in accordance with the\nlaws of the State of New York,  excluding its conflicts of law  principles.  The\nparties  agree  that any and all  disputes  arising  under or  relating  to this\nAgreement  shall be resolved  exclusively  by binding  arbitration in Las Vegas,\nNevada before a single arbitrator under the Commercial  Arbitration Rules of the\nAmerican Arbitration  Association;  provided,  however, that the Referring Party\nshall not be limited to binding  arbitration  with respect to claims asserted by\nthe Referring  Party alleging that  PurchasePro  has wrongfully  terminated this\nAgreement for material breach  pursuant to Section 4(b) hereof.  The decision of\nthe arbitrator  shall be final and binding with respect to the dispute and shall\nbe enforceable in any court of competent  jurisdiction.  The prevailing party in\nany action or  proceeding  between the parties  shall be entitled to an award of\nits reasonable attorneys fees and costs.\n\n9. ASSIGNMENT\n\n     The Agreement may not be transferred  or assigned by either  PurchasePro or\nReferring  Party,  whether by operation of law or  otherwise,  without the prior\nwritten  consent of the other party,  which  consent  shall not be  unreasonably\nwithheld.\n\n10. ENTIRE AGREEMENT &amp; AMENDMENTS\n\n     This Agreement,  including all attached Exhibits,  constitutes and contains\nthe entire agreement  between the parties with respect to the subject matter and\nsupersedes any prior oral or written  agreements.  Each party  acknowledges  and\nagrees that the other has not made any representations, warranties or agreements\nof any kind,  except as expressly  set forth herein.  This  Agreement may not be\nmodified or amended,  including by custom, usage of trade, or course of dealing,\nexcept by an instrument in writing signed by duly  authorized  employees of both\nof the parties.\n\n\n                                      -4-\n\n\n\n11. WAIVER &amp; SEVERABILITY\n\n     The waiver by either party of a breach of any  provision  contained  herein\nshall  be in  writing  and  shall  in no way be  construed  as a  waiver  of any\nsubsequent  breach of such provision or the waiver of the provision  itself.  If\nany provision of this  Agreement  shall be held illegal or  unenforceable,  that\nprovision shall be limited or eliminated to the minimum extent necessary so that\nthis Agreement shall otherwise remain in full force and effect and enforceable.\n\n12. COUNTERPARTS\n\n     This  Agreement  may be  executed in  counterparts,  each of which shall be\ndeemed an original and all such  counterparts  shall constitute one and the same\nagreement.\n\n13. NOTICES\n\n     All  notices  and  other  communications  under the  Agreement  shall be in\nwriting  and shall be deemed to have been duly given as of the date of  delivery\nshown on the  receipt if mailed at a post office in the United  States,  postage\nprepaid,  return  receipt  requested,  or via  nationally  recognized  overnight\ncourier,  to the addresses  set forth below the  signatures of each party in the\nAgreement.  Either  party may from time to time by  written  notice to the other\ndesignate  another address,  which shall thereupon become its effective  address\nfor the purposes of the Agreement.\n\n14. PAYMENT OF FEES AND EXPENSES\n\n     Each party shall bear its own expenses in  connection  with this  Agreement\nand the transactions contemplated herein.\n\nIN WITNESS WHEREOF, the parties acknowledge that they have read, understood and\nhave executed this Agreement below and agree to be bound by its \\terms.\n\nPURCHASEPRO.COM, INC.\n3291 North Buffalo Drive\nLas Vegas, Nevada 89129\nTelephone: 702-316-7000\n\n\nBy:      \/s\/ Scott E. Wiegand\n         --------------------------\n         (Signature of authorized PurchasePro representative)\n\nName:    Scott E. Wiegand            Title:  Senior VP &amp; General Counsel\n         --------------------------          ---------------------------\n\n\nREFERRING PARTY: C3 CAPITAL, LLC\n\nAttn:    Andrew Zarrow\n         ----------------------------\nAddress: 130 W. 67th Street, Apt. 4D\n         ----------------------------\n         New York, NY  10023\n         ----------------------------\n                  \nPhone:   (212)362-1242      Fax: (212)501-7651\n         ----------------        ----------------\n\n\nBy:      \/s\/ Andrew Zarrow\n         --------------------------\n         (Signature of authorized Referring Party representative)\n\nName:    Andrew Zarrow               Title:  Managing Partner\n         --------------------------          ---------------------------\n\n\n\n                                      -5-\n\n\n\n\n                                   EXHIBIT A\n                                  -----------\n\n\nTHE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES\nACT OF 1933. SUCH  SECURITIES AND ANY SECURITIES OR SHARES ISSUED  HEREUNDER MAY\nNOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH  REGISTRATION  OR AN EXEMPTION\nTHEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE\nSECURITIES AND RESTRICTING  THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY\nWRITTEN  REQUEST  MADE BY THE HOLDER OF RECORD  HEREOF TO THE  SECRETARY  OF THE\nCOMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.\n\n\n                        WARRANT TO PURCHASE COMMON STOCK\n\n                                       OF\n\n                             PURCHASEPRO.COM, INC.\n\n\n     In  consideration  of the sum of ten dollars  ($10.00)  previously  paid to\nPURCHASEPRO.COM,  INC.,  a  Nevada  corporation  (the  \"Company\"),  receipt  and\nsufficiency of which are hereby  acknowledged,  this  certifies  that, for value\nreceived,  C3 Capital,  LLC or its  registered  assigns  (\"Holder\") is entitled,\nsubject  to the terms and  conditions  set forth  below,  to  purchase  from the\nCompany,  in whole or in part,  that  number  of fully  paid and  non-assessable\nshares of the common  stock,  par value  $0.01 per share,  of the  Company  (the\n\"Warrant  Shares\")  as set forth in Section 2 below and at a purchase  price per\nshare (the \"Exercise Price\") as set forth in Section 2 below. The term \"Warrant\"\nas  used  herein  shall  mean  this  Warrant,  and  any  warrants  delivered  in\nsubstitution or exchange therefor as provided herein.\n\n1. TERM OF WARRANT; PURPOSE; VESTING. \n\n     (a) Subject to the terms and  conditions  set forth  herein,  this  Warrant\nshall be  exercisable in accordance  with the provisions  contained in Section 3\nhereof  until 5:00 p.m.,  Pacific  time,  December  _____,  2005 (the  \"Exercise\nPeriod\"), and shall be void thereafter.\n\n     (b) This Warrant is issued as payment by the Company to the initial  Holder\nunder a Referral Agreement between the Company and initial Holder, dated January\n_____, 2001 (\"Agreement\").\n\n     (c) The right to purchase  Warrant  Shares  pursuant to this Warrant  shall\nvest and become  exercisable  during the Exercise  Period in accordance with the\nfollowing schedule:\n\n     Upon the Company  collecting  Qualified  Revenue (defined in the Agreement)\nfrom  (i)  all  (A)  hosting  and  maintenance  fees  and  (B)  any  portion  of\nsubscription and transaction  fees and any advertising  revenues paid by Gateway\nand\/or third  parties and received by the Company,  generated  under  agreements\nentered into in connection  with  licenses  granted to Gateway  Companies,  Inc.\nunder Marketplace  Software License Agreements  between Gateway Companies,  Inc.\nand the Company,  dated September 29, 2000,  specifically excluding license fees\npaid by Gateway  Companies,  Inc.  thereunder,  (ii) all Qualified Revenue under\nagreements  between  the Company and The  Carlyle  Group,  including  agreements\nbetween the Company  and any entity with  respect to which The Carlyle  Group is\nholder of at least ten percent (10%) of the outstanding capital stock thereof at\nthe time any such agreement is entered,  and (iii) the first transaction entered\nby the Company after the date hereof and referred by Holder under the Agreement,\nin the amounts set forth below,  the number of Warrant  Shares  indicated  shall\nvest and become exercisable as follows:\n\n\n             Qualified Revenue                  Warrant Shares Vesting\n      ------------------------------         -----------------------------\n         Additional    Cumulative              Additional     Cumulative\n         ----------    ----------              ----------     ----------\n         $3,375,000    $3,375,000               75,000         75,000\n\n\n                                      -6-\n\n\n         $1,125,000    $4,500,000               25,000         100,000\n         $1,125,000    $5,625,000               25,000         125,000\n         $1,125,000    $6,750,000               25,000         150,000\n         $6,750,000    $13,500,000              100,000        250,000\n         $13,500,000   $27,000,000              100,000        350,000\n         $27,000,000   $54,000,000              100,000        450,000\n         $54,000,000   $108,000,000             100,000        550,000\n\n     (d) The vesting  calculation  under Section 1(c) shall be  calculated  each\nconsecutive  fiscal  quarter of the Company,  beginning  with the fiscal quarter\nended December 31, 2000 and ending with the fiscal  quarter ended  September 30,\n2005.  This Warrant shall become  exercisable  as to the Warrant  Shares vesting\npursuant to Section  1(c) on the last day of the fiscal  quarter in which Holder\nhas earned the  vesting  of all  Warrant  Shares  subject to Section  1(c).  The\nCompany shall provide Holder with written notice within 45 days after the end of\neach fiscal  quarter of the number of Warrant  Shares vesting during such fiscal\nquarter  under  Section  1(c)  as  set  forth  in  the  Agreement.  The  vesting\ncalculations  shall,  subject to the  provisions of this  Agreement with respect\nthereto  (including  but not  limited to  provisions  regarding  arbitration  of\ndisputes),  be made by the Company in good faith and its determinations shall be\nfinal and binding on the parties.\n\n2. NUMBER OF SHARES, EXERCISE PRICE. \n\n     (a) This Warrant shall be exercisable for up to five hundred fifty thousand\n(550,000)  shares of common  stock of the  Company  vested  in  accordance  with\nSection 1(c).\n\n     (b) All  Warrant  Shares  vested  pursuant  to Section  1(c) for  Qualified\nRevenue shall be exercisable at an exercise price equal to $11.00 per share.\n\n3. EXERCISE OF WARRANT. \n\n     (a) This Warrant may be  exercised  by the Holder by the  surrender of this\nWarrant  to the  Company,  with the  Notice  of  Exercise  annexed  hereto  duly\ncompleted and executed on behalf of the Holder, at the office of the Company (or\nsuch  other  office or agency of the  Company as it may  designate  by notice in\nwriting to the Holder at the address of the Holder appearing on the books of the\nCompany)  during the  Exercise  Period and:  (x) the  delivery of payment to the\nCompany,  for the account of the Company,  by cash, wire transfer of immediately\navailable funds to a bank account  specified by the Company,  or by certified or\nbank  cashier's  check,  of the Exercise  Price for the number of Warrant Shares\nspecified in the Exercise  Form in lawful money of the United  States of America\nor (y)  pursuant to a net  issuance  election in  accordance  with  Section 3(b)\nhereof. The Company agrees that such Warrant Shares shall be deemed to be issued\nto the Holder as the  record  holder of such  Warrant  Shares as of the close of\nbusiness  on the date on which  this  Warrant  shall have been  surrendered  and\npayment  made for the  Warrant  Shares  as  aforesaid.  A stock  certificate  or\ncertificates  for the Warrant  Shares  specified in the  Exercise  Form shall be\ndelivered to the Holder as promptly as practicable,  and in any event within ten\n(10) days,  thereafter.  If this Warrant shall have been exercised only in part,\nthe  Company  shall,  at the  time  of  delivery  of the  stock  certificate  or\ncertificates,  deliver  to the  Holder a new  Warrant  evidencing  the rights to\npurchase the  remaining  Warrant  Shares,  which new Warrant  shall in all other\nrespects be identical with this Warrant. No adjustments shall be made on Warrant\nShares  issuable on the exercise of this Warrant for any cash  dividends paid or\npayable to holders of record of common  stock  prior to the date as of which the\nHolder shall be deemed to be the record holder of such Warrant Shares.  However,\nthe number of Warrant  Shares  shall be adjusted to reflect any stock  dividend,\nstock split or other  conversion  of the number of shares of the Company  into a\ndifferent number of shares, however denominated.\n\n     (b) In lieu of exercising this Warrant pursuant to Section 3(a), the Holder\nmay elect to  receive,  without  the  payment  by the  Holder of any  additional\nconsideration,  shares equal to the value of this Warrant or any portion  hereof\nby the  surrender of this  Warrant or such portion to the Company,  with the Net\nIssue  Election  Notice  annexed  hereto  duly  executed,  at the  office of the\nCompany.  Thereupon,  the Company shall issue to the Holder such number of fully\npaid and nonassessable shares of Common Stock as is computed using the following\nformula:\n\n\n                                      -7-\n\n\n\n         X = Y (A-B)\/A, where:\n\n         X =      the number of shares to be issued to the Holder pursuant to \n                  this Section 3(b).\n\n         Y =      the number of shares of Common Stock otherwise issuable\n                  under this Warrant (as adjusted to the date of such\n                  calculation).\n\n         A =      the closing stock price of one share of the Company's common\n                  stock as reported by the Nasdaq National Market the business\n                  day immediately prior to the Exercise Date (as defined below).\n\n         B =      the Exercise Price in effect under this Warrant at the time\n                  the net issue election is made pursuant to this Section 3(b).\n\nThis Warrant shall  automatically  be deemed to be exercised in full pursuant to\nthe  provisions  of this Section 3, without any further  action on behalf of the\nHolder,  immediately  prior to the time  this  Warrant  would  otherwise  expire\npursuant to the terms of this Warrant.\n\n     (c) This Warrant shall be deemed to have been exercised  immediately  prior\nto the close of business on the date of its  surrender  for exercise as provided\nabove (the \"Exercise  Date\"),  and the person  entitled to receive the shares of\ncommon stock  issuable upon such  exercise  shall be treated for all purposes as\nthe holder of record of such shares as of the close of business on such date. As\npromptly as  practicable on or after such date and in any event within three (3)\nbusiness days thereafter,  the Company at its expense shall issue and deliver to\nthe person or persons entitled to receive the same a certificate or certificates\nfor the number of shares  issuable  upon such  exercise.  In the event that this\nWarrant is  exercised  in part,  the  Company at its  expense  will  execute and\ndeliver a new  Warrant  of like tenor  exercisable  for the number of shares for\nwhich this Warrant may then be exercised.\n\n4. NO FRACTIONAL  SHARES OR SCRIP.  No fractional  shares or scrip  representing\nfractional shares shall be issued upon the exercise of this Warrant.  In lieu of\nany  fractional  share to which the Holder  would  otherwise  be  entitled,  the\nCompany shall make a cash payment equal to the Exercise Price multiplied by such\nfraction.\n\n5. REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory to the\nCompany of the loss,  theft,  destruction  or mutilation of this Warrant and, in\nthe case of loss,  theft or destruction,  on delivery of an indemnity  agreement\nreasonably  satisfactory in form and substance to the Company or, in the case of\nmutilation,  on surrender and  cancellation of this Warrant,  the Company at its\nexpense  shall execute and deliver,  in lieu of this  Warrant,  a new warrant of\nlike tenor and amount.\n\n6. RIGHTS OF  STOCKHOLDERS.  The Holder of this Warrant shall not be entitled to\nvote or receive  dividends  or be deemed  the  holder of common  stock nor shall\nanything  contained herein be construed to confer upon the Holder,  as such, any\nof the  rights  of a  stockholder  of the  Company  or any right to vote for the\nelection  of  directors  or upon any matter  submitted  to  stockholders  at any\nmeeting thereof, or to give or withhold consent to any corporate action (whether\nupon any recapitalization,  issuance of stock, reclassification of stock, change\nof par  value,  or  change  of stock  to no par  value,  consolidation,  merger,\nconveyance,  or  otherwise)  or to  receive  notice of  meetings,  or to receive\ndividends or subscription  rights or otherwise until the Warrant shall have been\nexercised as provided herein.\n\n7. TRANSFER OF WARRANT. \n\n     (a) WARRANT  REGISTER.  The Company will  maintain a register (the \"Warrant\nRegister\")  containing  the names and  addresses  of the Holder or Holders.  Any\nHolder of this Warrant or any portion thereof may change his address as shown on\nthe Warrant  Register by written notice to the Company  requesting  such change.\nAny notice or written  communication  required or  permitted  to be given to the\nHolder may be  delivered or given by mail to such Holder as shown on the Warrant\nRegister and at the address shown on the Warrant Register. Until this Warrant is\ntransferred  on the Warrant  Register of the Company,  the Company may treat the\nHolder as shown on the Warrant\n\n\n                                      -8-\n\n\n\nRegister as the absolute owner of this Warrant for all purposes, notwithstanding\nany notice to the contrary.\n\n     (b)  WARRANT  AGENT.  The  Company  may,  by written  notice to the Holder,\nappoint an agent for the purpose of maintaining the Warrant Register referred to\nin Section  7(a)  above,  issuing the common  stock,  exchanging  this  Warrant,\nreplacing  this Warrant,  or any or all of the foregoing.  Thereafter,  any such\nregistration,  issuance,  exchange, or replacement, as the case may be, shall be\nmade at the office of such agent.\n\n     (c) TRANSFERABILITY AND  NON-NEGOTIABILITY OF WARRANT. This Warrant may not\nbe  transferred  or assigned in whole or in part,  without  compliance  with all\napplicable  federal  and  state  securities  laws  by  the  transferor  and  the\ntransferee  (including  the delivery of  investment  representation  letters and\nlegal opinions reasonably  satisfactory to the Company, if such are requested by\nthe Company). Notwithstanding the foregoing, no investment representation letter\nor opinion of counsel shall be required for any transfer of this Warrant (or any\nportion  thereof) or any shares of common stock issued upon exercise  hereof (i)\nin  compliance  with Rule 144 or Rule 144A of the Act, or (ii) by gift,  will or\nintestate succession by the Holder to his or her spouse or lineal descendants or\nancestors or any trust for any of the  foregoing,  provided  that in each of the\nforegoing  cases the transferee  agrees in writing to be subject to the terms of\nthis Section  7(c).  In  addition,  if the holder of the Warrant (or any portion\nthereof) or any common stock issued upon exercise hereof delivers to the Company\nan unqualified opinion of counsel that no subsequent transfer of such Warrant or\ncommon stock shall require  registration  under the Act, the Company shall, upon\nsuch contemplated transfer, promptly deliver new documents\/certificates for such\nWarrant  or  common  stock  that do not bear the  legend  set  forth in  Section\n7(e)(ii)  below.  Subject to the  provisions  of this  Warrant  with  respect to\ncompliance  with the  Securities  Act of 1933, as amended (the \"Act\"),  title to\nthis Warrant may be  transferred  by  endorsement  (by the Holder  executing the\nAssignment  Form annexed hereto) and delivery in the same manner as a negotiable\ninstrument transferable by endorsement and delivery.\n\n     (d) EXCHANGE OF WARRANT  UPON A TRANSFER.  On surrender of this Warrant for\nexchange, properly endorsed on the Assignment Form and subject to the provisions\nof this Warrant with respect to compliance with the Act and with the limitations\non assignments and transfers and contained in this Section 7, the Company at its\nexpense  shall  issue to or on the order of the Holder a new warrant or warrants\nof like  tenor,  in the name of the Holder or as the  Holder (on  payment by the\nHolder of any applicable  transfer  taxes) may direct,  for the number of shares\nissuable upon exercise hereof.\n\n     (e) COMPLIANCE WITH SECURITIES LAWS. \n\n               (i) The initial Holder of this Warrant represents and warrants to\n          the  Company  that it is an  accredited  investor  under the Act.  The\n          initial Holder  represents and warrants to the Company that it has all\n          of the  information  necessary for it to evaluate an investment in the\n          Company's securities.\n\n               (ii)  The  Holder  of  this  Warrant,   by   acceptance   hereof,\n          acknowledges  that this  Warrant and the shares of common  stock to be\n          issued upon exercise hereof are being acquired solely for the Holder's\n          own  account  and  not as a  nominee  for  any  other  party,  and for\n          investment,  and that the  Holder  will not offer,  sell or  otherwise\n          dispose of this  Warrant  or any  shares of common  stock to be issued\n          upon exercise hereof except under  circumstances  that will not result\n          in a violation of the Act or any  applicable  state  securities  laws.\n          Upon the exercise of this Warrant,  the Holder shall,  if requested by\n          the  Company,  confirm  in  writing,  in a  form  satisfactory  to the\n          Company,  that the  shares  of  common  stock so  purchased  are being\n          acquired  solely for the Holder's own account and not as a nominee for\n          any  other  party,  for  investment,   and  not  with  a  view  toward\n          distribution or resale.\n\n               (iii) This  Warrant  and all shares of common  stock  issued upon\n          exercise  hereof  shall be  stamped  or  imprinted  with a  legend  in\n          substantially  the following form (in addition to any legend  required\n          by state securities laws):\n\n          \"THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE\n          SECURITIES ACT OF 1933.  SUCH  SECURITIES AND ANY SECURITIES OR SHARES\n          ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH\n          REGISTRATION  OR AN EXEMPTION  THEREFROM UNDER SAID ACT. COPIES OF THE\n          AGREEMENT,  COVERING THE PURCHASE OF THESE  SECURITIES AND RESTRICTING\n\n\n                                      -9-\n\n\n\n          THEIR  TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN  REQUEST\n          MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT\n          ITS PRINCIPAL EXECUTIVE OFFICES.\"\n\n               (iv) The Company agrees to remove  promptly,  upon the request of\n          the holder of this Warrant and  Securities  issuable  upon exercise of\n          the Warrant,  the legend set forth in Section  7(e)(ii) above from the\n          documents\/certificates  for such  securities upon full compliance with\n          this Agreement and Rules 144 and 145.\n\n8. RESERVATION OF STOCK. The Company covenants that during the term this Warrant\nis exercisable, the Company will reserve from its authorized and unissued common\nstock a sufficient  number of shares to provide for the issuance of common stock\nupon the exercise of this Warrant  (including  any  adjustment  in the number of\nWarrant Shares pursuant to Section 3(b) above).  The Company  further  covenants\nthat all shares that may be issued upon the  exercise of rights  represented  by\nthis Warrant and payment of the Exercise Price, all as set forth herein, will be\nfree from all taxes,  liens and charges in respect of the issue  thereof  (other\nthan taxes in respect of any transfer occurring  contemporaneously  or otherwise\nspecified  herein).  The Company  agrees that its issuance of this Warrant shall\nconstitute  full  authority  to its  officers  who are charged  with the duty of\nexecuting stock certificates to execute and issue the necessary certificates for\nshares of common stock upon the exercise of this Warrant.\n\n9. REGISTRATION RIGHTS: COMPANY REGISTRATION.\n\n     (a) If the Company shall  determine to register any of its  securities  for\nits own account,  other than a registration  relating solely to employee benefit\nplans,  or a  registration  relating  solely  to a Rule  145  transaction,  or a\nregistration on any registration  form that does not permit secondary sales, the\nCompany will:\n\n               (i) promptly give to Holder written notice thereof; and\n\n               (ii) use its best  efforts to include in such  registration  (and\n               any   related   qualification   under  blue  sky  laws  or  other\n               compliance),  except as set forth in Section  9(b) below,  and in\n               any underwriting  involved  therein,  all or any part (in minimum\n               increments of 100,000 Shares) of the Warrant Shares  specified in\n               a written request or requests, made by Holder and received by the\n               Company within twenty (20) days after the written notice from the\n               Company  described  in clause (i) above is mailed or delivered by\n               the Company.  Such  written  request may specify all or a part of\n               Holder's Warrant Shares.\n\n     (b) UNDERWRITING.  If the registration of which the Company gives notice is\nfor a registered public offering involving an underwriting, the Company shall so\nadvise Holder as a part of the written notice given pursuant to Section 9(a)(i).\nIn such event,  the right of Holder to  registration  pursuant to this Section 9\nshall be conditioned upon Holder's  participation  in such  underwriting and the\ninclusion of Holder's  Warrant Shares in the underwriting to the extent provided\nherein.   A  Holder   proposing  to  distribute  its  securities   through  such\nunderwriting  shall  (together  with  the  Company  and  the  other  holders  of\nsecurities  of the  Company  with  registration  rights to  participate  therein\ndistributing  their  securities   through  such  underwriting)   enter  into  an\nunderwriting  agreement  in  customary  form  with  the  representative  of  the\nunderwriter  or  underwriters  selected by the  Company.  If any person does not\nagree to the terms of any such  underwriting,  he shall be excluded therefrom by\nwritten notice from the Company or the underwriter.  Any Warrant Shares or other\nsecurities  excluded or withdrawn from such underwriting shall be withdrawn from\nsuch registration.\n\n     Notwithstanding   any  other   provision   of  this   Section   9,  if  the\nrepresentative  of the  underwriters  advises the  Company,  in good  faith,  in\nwriting,  that marketing factors require a limitation on the number of shares to\nbe  underwritten,  (i) the  representative  may (subject to the  limitations set\nforth below)  exclude all Warrant  Shares  from,  or limit the number of Warrant\nShares to be included in the registration and underwriting,  or (ii) the Company\nmay  limit,  to the  extent  so  advised  by the  underwriters,  the  amount  of\nsecurities  to be included in the  registration  by the  Company's  stockholders\n(including  the  Holder),  to be  apportioned  pro rata  among  the  holders  of\nregistrable securities,  including Warrant Shares, according to the total amount\nof  securities  entitled  to  be  included  therein  owned  by  each  holder  of\nregistrable securities, including Warrant Shares, and subject in all respects to\nthe rights of holders of registrable  securities other than Holder affecting the\nability of such  representative  or the  Company,  as  \n\n\n\n                                      -10-\n\n\n\napplicable,  to limit the number of  registrable  securities  of such  holder or\nholders to be included in such registration and underwriting.\n\n     If registrable  securities are withdrawn from the  registration as a result\nof the  holder  failing to agree to the terms of any such  underwriting  and the\nnumber  of  registrable  securities  to be  included  in such  registration  was\npreviously  reduced as a result of  marketing  factors,  the Company  shall then\noffer to all  persons  who  have  retained  the  right  to  include  registrable\nsecurities in the registration the right to include additional securities in the\nregistration in an aggregate  amount equal to the number of shares so withdrawn,\napportioned  pro rata among the  holders of  registrable  securities,  including\nWarrant  Shares,  according  to the total  amount of  securities  entitled to be\nincluded  therein  owned by each  holder of  registrable  securities,  including\nWarrant  Shares,  and  subject  in all  respects  to the  rights of  holders  of\nregistrable   securities  other  than  Holder  affecting  the  ability  of  such\nrepresentative or the Company, as applicable, to limit the number of registrable\nsecurities  of such holder or holders to be included  in such  registration  and\nunderwriting.\n\n10. REGISTRATION ON FORM S-3. \n\n     (a) Provided the Company is qualified  for the use of Form S-3, in addition\nto the rights  contained in the foregoing  provisions of Section 9, Holder shall\nhave the right to request one or more  registrations  on Form S-3 (such requests\nshall be in writing and shall state the number of shares of Warrant Shares to be\ndisposed of and the intended  methods of  disposition of such shares by Holder),\nprovided,  however,  that the Company  shall not be obligated to effect any such\nregistration  if (i) Holder  proposes to sell  Warrant  Shares on Form S-3 at an\naggregate  price to the public of less than  $500,000,  or (ii) in the event the\nCompany shall furnish the  certification  described in paragraph  10(d)(ii) (but\nsubject to the limitations set forth therein),  or (iii) the Company has, within\nthe six (6) month period preceding the date of such request already effected one\nregistration on Form S-3 for Holder pursuant to this Section 10.\n\n     (b) If a request complying with the requirements of Section 10(a) hereof is\ndelivered  to the  Company,  the  provisions  of  Sections  9(a)(i) and (ii) and\nSection 10(c) hereof shall apply to such  registration.  If the  registration is\nfor an underwritten offering, the provisions of Sections 9(b) hereof shall apply\nto such registration.\n\n     (c) The Company shall not be obligated to effect,  or to take any action to\neffect, any such registration pursuant to this Section 10:\n\n               (i) In any particular  jurisdiction in which the Company would be\n          required  to  execute a general  consent  to  service  of  process  in\n          effecting such registration,  qualification, or compliance, unless the\n          Company is already subject to service in such  jurisdiction and except\n          as may be required by the Act;\n\n               (ii)  During  the period  starting  with the date sixty (60) days\n          prior to the Company's  good faith  estimate of the date of filing of,\n          and ending on a date one hundred eighty (180) days after the effective\n          date of, a Company-initiated  registration;  provided that the Company\n          is actively  employing in good faith all  reasonable  efforts to cause\n          such registration statement to become effective.\n\n     (d) Subject to the  limitations  set forth in this  Section 10, the Company\nshall file a registration  statement covering the Warrant Shares so requested to\nbe  registered  as soon as  practicable  after receipt of the request of Holder;\nprovided,  however,  that if (i) in the  good  faith  judgment  of the  Board of\nDirectors of the Company,  such registration  would be seriously  detrimental to\nthe Company and the Board of  Directors of the Company  concludes,  as a result,\nthat it is essential to defer the filing of such registration  statement at such\ntime,  and (ii) the Company shall furnish to Holder a certificate  signed by the\nPresident of the Company stating that in the good faith judgment of the Board of\nDirectors of the Company,  it would be seriously  detrimental to the Company for\nsuch  registration  statement  to be filed in the  near  future  and that it is,\ntherefore,  essential to defer the filing of such registration  statement,  then\nthe  Company  shall  have the right to defer such  filing for the period  during\nwhich such disclosure would be seriously  detrimental,  provided that (except as\nprovided  in clause (c) above) the Company may not defer the filing for a period\nof more than one  hundred  eighty  (180)  days after  receipt of the  request of\nHolder,  and, provided further,  that the Company shall not defer its obligation\nin this manner more than once in any twelve (12) month period.\n\n\n                                      -11-\n\n\n\n11.  EXPENSES OF  REGISTRATION.  All  Registration  Expenses (as defined herein)\nincurred  in  connection  with any  registration,  qualification  or  compliance\npursuant  to  Sections 9 and 10 hereof and  reasonable  fees of one  counsel for\nHolder shall be borne by the Company.  All Selling  Expenses (as defined herein)\nrelating  to  securities  so  registered  shall be borne by the  holders of such\nsecurities  pro rata on the  basis of the  number of  shares  of  securities  so\nregistered  on their  behalf.  \"Registration  Expenses\"  shall mean all expenses\nincurred in effecting  any  registration  pursuant to this  Warrant,  including,\nwithout limitation, all registration,  qualification,  and filing fees, printing\nexpenses,  escrow fees, fees and disbursements of counsel for the Company,  fees\nand disbursements of one special counsel for the selling stockholders,  blue sky\nfees and expenses, accounting fees and expenses of any regular or special audits\nincident to or required by any such registration,  but shall not include Selling\nExpenses and fees and disbursements of additional  counsel for the stockholders.\nRegistration  Expenses do not include the  compensation of regular  employees of\nthe Company, which shall be paid in any event by the Company. \"Selling Expenses\"\nshall mean all underwriting  discounts and selling commissions applicable to the\nsale of Warrant  Shares  and fees and  disbursements  of counsel  for any Holder\n(other  than the fees and  disbursements  of counsel  included  in  Registration\nExpenses).\n\n12.  AMENDMENTS.  This  Warrant  and any term  hereof  may be  changed,  waived,\ndischarged  or terminated  only by an instrument in writing  signed by the party\nagainst which  enforcement of such change,  waiver,  discharge or termination is\nsought.\n\n13. MISCELLANEOUS.\n\n          (a) This Warrant  shall be governed by the laws of the State of Nevada\n     as applied to  agreements  entered into in the State of Nevada by and among\n     residents of the State of Nevada.\n\n          (b) In the event of a dispute  with  regard to the  interpretation  of\n     this Warrant, the prevailing party may collect the cost of attorney's fees,\n     litigation  expenses  or such  other  expenses  as may be  incurred  in the\n     enforcement of the prevailing party's rights hereunder.\n\n          (c) The rights to cause the Company to register  securities granted to\n     a Holder by the Company under Section 10 may be  transferred or assigned by\n     Holder only to a transferee or assignee of not less than 100,000,  provided\n     that  the  Company  is given  written  notice  at the  time of or  within a\n     reasonable  time after such  transfer or  assignment,  stating the name and\n     address of the transferee or assignee and  identifying  the securities with\n     respect  to  which  such  registration  rights  are  being  transferred  or\n     assigned,  and, provided  further,  that the transferee or assignee of such\n     rights assumes the obligations of such Holder under this Warrant.\n\n          (d) This Warrant shall be exercisable  as provided for herein,  except\n     that in the event that the expiration  date of this Warrant shall fall on a\n     Saturday,  Sunday or  United  States  federally  recognized  Holiday,  this\n     expiration  date for this  Warrant  shall be extended to 5:00 p.m.  Pacific\n     standard  time on the  business  day  following  such  Saturday,  Sunday or\n     recognized Holiday.\n\n          (e) This Warrant  shall be governed by and  interpreted  in accordance\n     with the laws of the  State of New York,  excluding  its  conflicts  of law\n     principles.  The parties  agree that any and all disputes  arising under or\n     relating  to  this  Warrant  shall  be  resolved   exclusively  by  binding\n     arbitration  in Las  Vegas,  Nevada  before a single  arbitrator  under the\n     Commercial Arbitration Rules of the American Arbitration  Association.  The\n     decision of the  arbitrator  shall be final and binding with respect to the\n     dispute and shall be  enforceable  in any court of competent  jurisdiction.\n     The prevailing party in any action or proceeding  between the parties shall\n     be entitled to an award of its reasonable attorneys fees and costs.\n\n\n                                      -12-\n\n\n\n         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed\nby its officers thereunto duly authorized.\n\n         Dated: January __, 2001\n\n         COMPANY:\n\n         PURCHASEPRO.COM, INC., a Nevada\n         corporation\n\n\n         By                                          \n            -----------------------------------------\n            Christopher P. Carton\n            President\n\n         INITIAL HOLDER:\n\n         C3 Capital, LLC, a __________________ limited liability company\n\n\n         By                                          \n            -----------------------------------------\n\n         Its                                         \n             ----------------------------------------\n\n\n\n\n                                      -13-\n\n\n\n                               NOTICE OF EXERCISE\n\nTo:      PURCHASEPRO.COM, INC.\n\n     (1) The  undersigned  hereby  elects to purchase  shares of common stock of\nPURCHASEPRO.COM INC., pursuant to the terms of the attached Warrant, and tenders\nherewith payment of the purchase price for such shares in full.\n\n     (2) In  exercising  this  Warrant,  the  undersigned  hereby  confirms  and\nacknowledges  that the  shares of  common  stock to be  issued  upon  conversion\nthereof are being acquired  solely for the account of the undersigned and not as\na nominee for any other party, or for investment,  and that the undersigned will\nnot offer,  sell or otherwise  dispose of any such shares of common stock except\nunder circumstances that will not result in a violation of the Securities Act of\n1933, as amended, or any applicable state securities laws.\n\n     (3) Please issue a certificate or certificates  representing said shares of\ncommon  stock  in the  name  of the  undersigned  or in  such  other  name as is\nspecified below:\n\n\n       \n                                              --------------------------------\n                                              (Name)\n\n\n\n                                              --------------------------------\n                                              (Name)\n\n\n     (4) Please issue a new Warrant for the unexercised  portion of the attached\nWarrant in the name of the  undersigned  or in such  other name as is  specified\nbelow:\n\n      \n                                              --------------------------------\n                                              (Name)\n\n\n\n                                              --------------------------------\n                                              (Name)\n\n\n                                              --------------------------------\n                                              (Date)\n\n\n\n\n                                      -14-\n\n\n\n\n                           NET ISSUE ELECTION NOTICE\n\nTo:      PURCHASEPRO.COM INC.                                 Date: ____________\n\n\n     The  undersigned  hereby  elects  pursuant to the net issue  provisions  of\nSection 3(b) to surrender the right to purchase  ________ shares of Common Stock\npursuant to this Warrant.\n\n     (1) In  exercising  this  Warrant,  the  undersigned  hereby  confirms  and\nacknowledges  that the  shares of  common  stock to be  issued  upon  conversion\nthereof are being acquired  solely for the account of the undersigned and not as\na nominee for any other party, or for investment,  and that the undersigned will\nnot offer,  sell or otherwise  dispose of any such shares of common stock except\nunder circumstances that will not result in a violation of the Securities Act of\n1933, as amended, or any applicable state securities laws.\n\n     (2) Please issue a certificate or certificates  representing said shares of\ncommon  stock  in the  name  of the  undersigned  or in  such  other  name as is\nspecified below:\n\n      \n        \n                                              --------------------------------\n                                              (Name)\n\n\n\n                                              --------------------------------\n                                              (Name)\n\n\n \n     (3) Please issue a new Warrant for the unexercised  portion of the attached\nWarrant in the name of the  undersigned  or in such  other name as is  specified\nbelow:\n\n\n      \n          \n                                              --------------------------------\n                                              (Name)\n\n\n\n                                              --------------------------------\n                                              (Name)\n\n\n                                              --------------------------------\n                                              (Date)\n\n\n\n                                              ================================\n                                              (Address)\n\n\n                                      -15-\n\n\n\n                                ASSIGNMENT FORM\n\n     FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby\nsells,  assigns and transfers unto the Assignee named below all of the rights of\nthe undersigned  under the within Warrant,  with respect to the number of shares\nof common stock set forth below:\n\n\n Name of Assignee                    Address                    No. of Shares\n\n-------------------            -------------------           -------------------\n\n\nand does  hereby  irrevocably  constitute  and  appoint  Attorney  to make  such\ntransfer on the books of PURCHASEPRO.COM, INC., maintained for the purpose, with\nfull power of substitution in the premises.\n\n     The undersigned  also represents that, by assignment  hereof,  the Assignee\nacknowledges  that  this  Warrant  and the  shares  of stock to be  issued  upon\nexercise hereof or conversion thereof are being acquired for investment and that\nthe Assignee  will not offer,  sell or otherwise  dispose of this Warrant or any\nshares of stock to be issued upon exercise  hereof or conversion  thereof except\nunder  circumstances  which will not result in a violation of the Securities Act\nof 1933, as amended,  or any applicable  state  securities  laws.  Further,  the\nAssignee  has  acknowledged  that upon  exercise of this  Warrant,  the Assignee\nshall, if requested by the Company,  confirm in writing,  in a form satisfactory\nto the  Company,  that the shares of stock so purchased  are being  acquired for\ninvestment and not with a view toward distribution or resale.\n\n\n      Dated: ______________, _____\n\n\n\n                                                ------------------------------\n                                                Signature of Holder\n\n\n\n\n                                      -16-\n\n\n\n                                   EXHIBIT B\n                                   ---------\n\nTHE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES\nACT OF 1933. SUCH  SECURITIES AND ANY SECURITIES OR SHARES ISSUED  HEREUNDER MAY\nNOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH  REGISTRATION  OR AN EXEMPTION\nTHEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE\nSECURITIES AND RESTRICTING  THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY\nWRITTEN  REQUEST  MADE BY THE HOLDER OF RECORD  HEREOF TO THE  SECRETARY  OF THE\nCOMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.\n\n\n                        WARRANT TO PURCHASE COMMON STOCK\n\n                                       OF\n\n                             PURCHASEPRO.COM, INC.\n\n\n     In  consideration  of the sum of ten dollars  ($10.00)  previously  paid to\nPURCHASEPRO.COM,  INC.,  a  Nevada  corporation  (the  \"Company\"),  receipt  and\nsufficiency of which are hereby  acknowledged,  this  certifies  that, for value\nreceived,  C3 Capital,  LLC or its  registered  assigns  (\"Holder\") is entitled,\nsubject  to the terms and  conditions  set forth  below,  to  purchase  from the\nCompany,  in whole or in part,  that  number  of fully  paid and  non-assessable\nshares of the common  stock,  par value  $0.01 per share,  of the  Company  (the\n\"Warrant  Shares\")  as set forth in Section 2 below and at a purchase  price per\nshare (the \"Exercise Price\") as set forth in Section 2 below. The term \"Warrant\"\nas  used  herein  shall  mean  this  Warrant,  and  any  warrants  delivered  in\nsubstitution or exchange therefor as provided herein.\n\n1. TERM OF WARRANT; PURPOSE; VESTING. \n\n          (a) Subject to the terms and conditions set forth herein, this Warrant\n     shall be exercisable in accordance with the provisions contained in Section\n     3 hereof until 5:00 p.m., Pacific time, December _____, 2005 (the \"Exercise\n     Period\"), and shall be void thereafter.\n\n          (b) This  Warrant is issued as payment by the  Company to the  initial\n     Holder under a Referral  Agreement  between the Company and initial Holder,\n     dated January ______, 2001 (\"Agreement\").\n\n          (c) The right to purchase  Warrant  Shares  pursuant  to this  Warrant\n     shall vest and become  exercisable during the Exercise Period in accordance\n     with the following schedule:\n\n     Upon the Company  collecting  Qualified Revenue (defined in the Agreement),\nother than  Qualified  Revenue  referred  to and covered by that  certain  other\nWarrant issued simultaneously herewith pursuant to the Agreement, which provides\nan  exercise  price of $11.00 per share,  in the amounts  set forth  below,  the\nnumber of Warrant Shares indicated shall vest and become exercisable as follows:\n\n               Qualified Revenue               Warrant Shares Vesting\n       --------------------------------    ------------------------------\n         Additional        Cumulative       Additional       Cumulative\n         ----------        ----------       ----------       ----------\n         $3,375,000        $3,375,000         75,000           75,000\n         $1,125,000        $4,500,000         25,000           100,000\n         $1,125,000        $5,625,000         25,000           125,000\n         $1,125,000        $6,750,000         25,000           150,000\n         $6,750,000        $13,500,000        100,000          250,000\n         $13,500,000       $27,000,000        100,000          350,000\n         $27,000,000       $54,000,000        100,000          450,000\n         $54,000,000       $108,000,000       100,000          550,000\n\n\n                                      -17-\n\n\n\n          (d) The vesting  calculation  under  Section 1(c) shall be  calculated\n     each consecutive  fiscal quarter of the Company,  beginning with the fiscal\n     quarter  ended  December 31, 2000 and ending with the fiscal  quarter ended\n     September 30, 2005. This Warrant shall become exercisable as to the Warrant\n     Shares  vesting  pursuant  to  Section  1(c) on the last day of the  fiscal\n     quarter  in which  Holder has earned  the  vesting  of all  Warrant  Shares\n     subject to Section  1(c).  The Company  shall  provide  Holder with written\n     notice within 45 days after the end of each fiscal quarter of the number of\n     Warrant Shares vesting during such fiscal quarter under Section 1(c) as set\n     forth in the  Agreement.  The vesting  calculations  shall,  subject to the\n     provisions  of this  Agreement  with  respect  thereto  (including  but not\n     limited to provisions  regarding  arbitration of disputes),  be made by the\n     Company in good faith and its determinations  shall be final and binding on\n     the parties.\n\n2. NUMBER OF SHARES, EXERCISE PRICE. \n\n          (a) This Warrant  shall be  exercisable  for up to five hundred  fifty\n     thousand  (550,000)  shares  of  common  stock  of the  Company  vested  in\n     accordance with Section 1(c).\n\n          (b) All Warrant  Shares vested  pursuant to Section 1(c) for Qualified\n     Revenue  shall be  exercisable  at an exercise  price  determined as of the\n     dates of vesting with  respect to such Warrant  Shares equal to the average\n     of the  opening  price  and  closing  price on such day for  shares  of the\n     Company's  common stock on the Nasdaq National  Market (as applicable,  the\n     \"Exercise Price\"),  as adjusted to reflect any stock dividend,  stock split\n     or other conversion of the number of shares of the Company into a different\n     number of shares, however denominated.\n\n3. EXERCISE OF WARRANT. \n\n          (a) This Warrant may be  exercised  by the Holder by the  surrender of\n     this Warrant to the  Company,  with the Notice of Exercise  annexed  hereto\n     duly  completed and executed on behalf of the Holder,  at the office of the\n     Company (or such other office or agency of the Company as it may  designate\n     by notice in writing to the Holder at the  address of the Holder  appearing\n     on the books of the  Company)  during  the  Exercise  Period  and:  (x) the\n     delivery  of payment to the  Company,  for the account of the  Company,  by\n     cash,  wire  transfer  of  immediately  available  funds to a bank  account\n     specified by the Company,  or by certified or bank cashier's  check, of the\n     Exercise Price for the number of Warrant  Shares  specified in the Exercise\n     Form in lawful  money of the United  States of America or (y) pursuant to a\n     net issuance  election in accordance with Section 3(b) hereof.  The Company\n     agrees that such Warrant  Shares shall be deemed to be issued to the Holder\n     as the record holder of such Warrant  Shares as of the close of business on\n     the date on which this Warrant shall have been surrendered and payment made\n     for the Warrant Shares as aforesaid.  A stock  certificate or  certificates\n     for the Warrant Shares specified in the Exercise Form shall be delivered to\n     the Holder as promptly  as  practicable,  and in any event  within ten (10)\n     days,  thereafter.  If this Warrant shall have been exercised only in part,\n     the Company  shall,  at the time of delivery  of the stock  certificate  or\n     certificates,  deliver to the Holder a new Warrant evidencing the rights to\n     purchase the remaining Warrant Shares, which new Warrant shall in all other\n     respects be identical with this Warrant.  No  adjustments  shall be made on\n     Warrant  Shares  issuable  on the  exercise  of this  Warrant  for any cash\n     dividends paid or payable to holders of record of common stock prior to the\n     date as of which the Holder shall be deemed to be the record holder of such\n     Warrant Shares.  However, the number of Warrant Shares shall be adjusted to\n     reflect any stock dividend,  stock split or other  conversion of the number\n     of  shares of the  Company  into a  different  number  of  shares,  however\n     denominated.\n\n          (b) In lieu of exercising  this Warrant  pursuant to Section 3(a), the\n     Holder  may elect to  receive,  without  the  payment  by the Holder of any\n     additional consideration,  shares equal to the value of this Warrant or any\n     portion  hereof by the  surrender  of this  Warrant or such  portion to the\n     Company,  with the Net Issue Election  Notice annexed hereto duly executed,\n     at the office of the  Company.  Thereupon,  the Company  shall issue to the\n     Holder such number of fully paid and  nonassessable  shares of Common Stock\n     as is computed using the following formula:\n\n         X = Y (A-B)\/A, where:\n\n               X = the number of shares to be issued to the Holder  pursuant  to\n          this Section 3(b).\n\n\n                                      -18-\n\n\n               Y = the number of shares of Common Stock otherwise issuable under\n          this Warrant (as adjusted to the date of such calculation).\n\n               A = the closing stock price of one share of the Company's  common\n          stock as  reported  by the Nasdaq  National  Market the  business  day\n          immediately prior to the Exercise Date (as defined below).\n\n               B = the  Exercise  Price in effect under this Warrant at the time\n          the net issue election is made pursuant to this Section 3(b).\n\n     This Warrant shall automatically be deemed to be exercised in full pursuant\n     to the  provisions of this Section 3, without any further  action on behalf\n     of the Holder,  immediately  prior to the time this Warrant would otherwise\n     expire pursuant to the terms of this Warrant.\n\n          (c) This Warrant  shall be deemed to have been  exercised  immediately\n     prior to the close of business on the date of its surrender for exercise as\n     provided above (the \"Exercise  Date\"),  and the person  entitled to receive\n     the shares of common stock issuable upon such exercise shall be treated for\n     all  purposes  as the  holder of  record of such  shares as of the close of\n     business on such date. As promptly as practicable on or after such date and\n     in any event within three (3) business days thereafter,  the Company at its\n     expense  shall  issue and  deliver  to the person or  persons  entitled  to\n     receive the same a  certificate  or  certificates  for the number of shares\n     issuable upon such exercise. In the event that this Warrant is exercised in\n     part,  the Company at its expense will execute and deliver a new Warrant of\n     like tenor  exercisable for the number of shares for which this Warrant may\n     then be exercised.\n\n4. NO FRACTIONAL  SHARES OR SCRIP.  No fractional  shares or scrip  representing\nfractional shares shall be issued upon the exercise of this Warrant.  In lieu of\nany  fractional  share to which the Holder  would  otherwise  be  entitled,  the\nCompany shall make a cash payment equal to the Exercise Price multiplied by such\nfraction.\n\n5. REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory to the\nCompany of the loss,  theft,  destruction  or mutilation of this Warrant and, in\nthe case of loss,  theft or destruction,  on delivery of an indemnity  agreement\nreasonably  satisfactory in form and substance to the Company or, in the case of\nmutilation,  on surrender and  cancellation of this Warrant,  the Company at its\nexpense  shall execute and deliver,  in lieu of this  Warrant,  a new warrant of\nlike tenor and amount.\n\n6. RIGHTS OF  STOCKHOLDERS.  The Holder of this Warrant shall not be entitled to\nvote or receive  dividends  or be deemed  the  holder of common  stock nor shall\nanything  contained herein be construed to confer upon the Holder,  as such, any\nof the  rights  of a  stockholder  of the  Company  or any right to vote for the\nelection  of  directors  or upon any matter  submitted  to  stockholders  at any\nmeeting thereof, or to give or withhold consent to any corporate action (whether\nupon any recapitalization,  issuance of stock, reclassification of stock, change\nof par  value,  or  change  of stock  to no par  value,  consolidation,  merger,\nconveyance,  or  otherwise)  or to  receive  notice of  meetings,  or to receive\ndividends or subscription  rights or otherwise until the Warrant shall have been\nexercised as provided herein.\n\n7. TRANSFER OF WARRANT. \n\n          (a)  WARRANT  REGISTER.  The  Company  will  maintain a register  (the\n     \"Warrant  Register\")  containing  the names and  addresses of the Holder or\n     Holders.  Any Holder of this Warrant or any portion  thereof may change his\n     address as shown on the Warrant  Register by written  notice to the Company\n     requesting  such change.  Any notice or written  communication  required or\n     permitted  to be given to the Holder may be  delivered  or given by mail to\n     such Holder as shown on the Warrant  Register  and at the address  shown on\n     the Warrant  Register.  Until this  Warrant is  transferred  on the Warrant\n     Register of the  Company,  the Company may treat the Holder as shown on the\n     Warrant  Register as the absolute  owner of this Warrant for all  purposes,\n     notwithstanding any notice to the contrary.\n\n          (b) WARRANT  AGENT.  The Company may, by written notice to the Holder,\n     appoint  an agent for the  purpose  of  maintaining  the  Warrant  Register\n     referred to in Section  7(a) above,  issuing the common  stock,  exchanging\n     this  Warrant,  replacing  this  Warrant,  or any or all of the  foregoing.\n     Thereafter, any such registration,\n\n\n                                      -19-\n\n\n     issuance,  exchange,  or replacement,  as the case may be, shall be made at\n     the office of such agent.\n\n          (c) TRANSFERABILITY AND NON-NEGOTIABILITY OF WARRANT. This Warrant may\n     not be transferred or assigned in whole or in part, without compliance with\n     all applicable  federal and state securities laws by the transferor and the\n     transferee (including the delivery of investment representation letters and\n     legal  opinions  reasonably  satisfactory  to  the  Company,  if  such  are\n     requested by the Company).  Notwithstanding  the  foregoing,  no investment\n     representation  letter or  opinion  of counsel  shall be  required  for any\n     transfer of this  Warrant (or any portion  thereof) or any shares of common\n     stock issued upon exercise  hereof (i) in compliance  with Rule 144 or Rule\n     144A of the  Act,  or (ii) by gift,  will or  intestate  succession  by the\n     Holder to his or her spouse or lineal descendants or ancestors or any trust\n     for any of the foregoing,  provided that in each of the foregoing cases the\n     transferee  agrees in writing  to be  subject to the terms of this  Section\n     7(c). In addition, if the holder of the Warrant (or any portion thereof) or\n     any common stock  issued upon  exercise  hereof  delivers to the Company an\n     unqualified  opinion of counsel that no subsequent transfer of such Warrant\n     or common  stock  shall  require  registration  under the Act,  the Company\n     shall,   upon   such   contemplated   transfer,    promptly   deliver   new\n     documents\/certificates  for such  Warrant or common  stock that do not bear\n     the legend set forth in Section  7(e)(ii) below.  Subject to the provisions\n     of this Warrant with respect to compliance with the Securities Act of 1933,\n     as  amended  (the  \"Act\"),  title to this  Warrant  may be  transferred  by\n     endorsement  (by the Holder  executing the Assignment  Form annexed hereto)\n     and delivery in the same manner as a negotiable instrument  transferable by\n     endorsement and delivery.\n\n          (d) EXCHANGE OF WARRANT UPON A TRANSFER.  On surrender of this Warrant\n     for exchange,  properly  endorsed on the Assignment Form and subject to the\n     provisions of this Warrant with respect to compliance with the Act and with\n     the  limitations on assignments and transfers and contained in this Section\n     7, the Company at its expense  shall issue to or on the order of the Holder\n     a new warrant or  warrants  of like tenor,  in the name of the Holder or as\n     the Holder (on payment by the Holder of any applicable  transfer taxes) may\n     direct, for the number of shares issuable upon exercise hereof.\n\n          (e) COMPLIANCE WITH SECURITIES LAWS.\n\n               (i) The initial Holder of this Warrant represents and warrants to\n          the  Company  that it is an  accredited  investor  under the Act.  The\n          initial Holder  represents and warrants to the Company that it has all\n          of the  information  necessary for it to evaluate an investment in the\n          Company's securities.\n\n               (ii)  The  Holder  of  this  Warrant,   by   acceptance   hereof,\n          acknowledges  that this  Warrant and the shares of common  stock to be\n          issued upon exercise hereof are being acquired solely for the Holder's\n          own  account  and  not as a  nominee  for  any  other  party,  and for\n          investment,  and that the  Holder  will not offer,  sell or  otherwise\n          dispose of this  Warrant  or any  shares of common  stock to be issued\n          upon exercise hereof except under  circumstances  that will not result\n          in a violation of the Act or any  applicable  state  securities  laws.\n          Upon the exercise of this Warrant,  the Holder shall,  if requested by\n          the  Company,  confirm  in  writing,  in a  form  satisfactory  to the\n          Company,  that the  shares  of  common  stock so  purchased  are being\n          acquired  solely for the Holder's own account and not as a nominee for\n          any  other  party,  for  investment,   and  not  with  a  view  toward\n          distribution or resale.\n\n               (iii) This  Warrant  and all shares of common  stock  issued upon\n          exercise  hereof  shall be  stamped  or  imprinted  with a  legend  in\n          substantially  the following form (in addition to any legend  required\n          by state securities laws):\n\n          \"THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE\n          SECURITIES ACT OF 1933.  SUCH  SECURITIES AND ANY SECURITIES OR SHARES\n          ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH\n          REGISTRATION  OR AN EXEMPTION  THEREFROM UNDER SAID ACT. COPIES OF THE\n          AGREEMENT,  COVERING THE PURCHASE OF THESE  SECURITIES AND RESTRICTING\n          THEIR  TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN  REQUEST\n          MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT\n          ITS PRINCIPAL EXECUTIVE OFFICES.\"\n\n               (iv) The Company agrees to remove  promptly,  upon the request of\n          the holder of this Warrant \n\n\n \n                                      -20-\n\n\n\n          and Securities  issuable upon exercise of the Warrant,  the legend set\n          forth in Section  7(e)(ii) above from the  documents\/certificates  for\n          such securities upon full compliance with this Agreement and Rules 144\n          and 145.\n\n8. RESERVATION OF STOCK. The Company covenants that during the term this Warrant\nis exercisable, the Company will reserve from its authorized and unissued common\nstock a sufficient  number of shares to provide for the issuance of common stock\nupon the exercise of this Warrant  (including  any  adjustment  in the number of\nWarrant Shares pursuant to Section 3(b) above).  The Company  further  covenants\nthat all shares that may be issued upon the  exercise of rights  represented  by\nthis Warrant and payment of the Exercise Price, all as set forth herein, will be\nfree from all taxes,  liens and charges in respect of the issue  thereof  (other\nthan taxes in respect of any transfer occurring  contemporaneously  or otherwise\nspecified  herein).  The Company  agrees that its issuance of this Warrant shall\nconstitute  full  authority  to its  officers  who are charged  with the duty of\nexecuting stock certificates to execute and issue the necessary certificates for\nshares of common stock upon the exercise of this Warrant.\n\n9. REGISTRATION RIGHTS: COMPANY REGISTRATION.\n\n          (a) If the Company shall  determine to register any of its  securities\n     for its own account,  other than a registration relating solely to employee\n     benefit plans, or a registration relating solely to a Rule 145 transaction,\n     or a registration on any  registration  form that does not permit secondary\n     sales, the Company will:\n\n               (i) promptly give to Holder written notice thereof; and\n\n               (ii) use its best  efforts to include in such  registration  (and\n          any related  qualification  under blue sky laws or other  compliance),\n          except as set forth in Section  9(b)  below,  and in any  underwriting\n          involved  therein,  all or any part (in minimum  increments of 100,000\n          Shares)  of the  Warrant  Shares  specified  in a written  request  or\n          requests,  made by Holder and  received by the Company  within  twenty\n          (20) days after the  written  notice  from the  Company  described  in\n          clause (i) above is mailed or delivered  by the Company.  Such written\n          request may specify all or a part of Holder's Warrant Shares.\n\n          (b)  UNDERWRITING.  If the  registration  of which the  Company  gives\n     notice is for a registered public offering  involving an underwriting,  the\n     Company  shall so  advise  Holder  as a part of the  written  notice  given\n     pursuant  to  Section  9(a)(i).  In such  event,  the  right of  Holder  to\n     registration  pursuant to this Section 9 shall be conditioned upon Holder's\n     participation  in such  underwriting  and the inclusion of Holder's Warrant\n     Shares  in the  underwriting  to  the  extent  provided  herein.  A  Holder\n     proposing to distribute  its  securities  through such  underwriting  shall\n     (together  with the  Company  and the other  holders of  securities  of the\n     Company with registration rights to participate therein  distributing their\n     securities through such underwriting) enter into an underwriting  agreement\n     in  customary  form  with  the   representative   of  the   underwriter  or\n     underwriters  selected by the Company.  If any person does not agree to the\n     terms of any such  underwriting,  he shall be excluded therefrom by written\n     notice from the  Company or the  underwriter.  Any Warrant  Shares or other\n     securities  excluded or withdrawn from such underwriting shall be withdrawn\n     from such registration.\n\n          Notwithstanding  any  other  provision  of  this  Section  9,  if  the\n     representative of the underwriters  advises the Company,  in good faith, in\n     writing,  that  marketing  factors  require a  limitation  on the number of\n     shares to be  underwritten,  (i) the  representative  may  (subject  to the\n     limitations  set forth below) exclude all Warrant Shares from, or limit the\n     number  of  Warrant  Shares  to  be  included  in  the   registration   and\n     underwriting,  or (ii) the Company  may limit,  to the extent so advised by\n     the  underwriters,   the  amount  of  securities  to  be  included  in  the\n     registration by the Company's  stockholders  (including the Holder),  to be\n     apportioned pro rata among the holders of registrable securities, including\n     Warrant Shares,  according to the total amount of securities entitled to be\n     included therein owned by each holder of registrable securities,  including\n     Warrant  Shares,  and  subject in all  respects to the rights of holders of\n     registrable  securities  other than  Holder  affecting  the ability of such\n     representative  or the  Company,  as  applicable,  to limit  the  number of\n     registrable  securities  of such  holder or holders to be  included in such\n     registration and underwriting.\n\n          If registrable  securities are withdrawn  from the  registration  as a\n     result of the holder failing to agree to the terms of any such underwriting\n     and  the  number  of   registrable   securities  to  be  included  in  such\n     registration was\n\n                                      -21-\n\n\n\n     previously reduced as a result of marketing factors, the Company shall then\n     offer to all persons  who have  retained  the right to include  registrable\n     securities in the registration the right to include  additional  securities\n     in the registration in an aggregate amount equal to the number of shares so\n     withdrawn,   apportioned   pro  rata  among  the  holders  of   registrable\n     securities,  including  Warrant  Shares,  according  to the total amount of\n     securities  entitled  to be  included  therein  owned  by  each  holder  of\n     registrable  securities,  including  Warrant  Shares,  and  subject  in all\n     respects  to the  rights of holders of  registrable  securities  other than\n     Holder  affecting  the ability of such  representative  or the Company,  as\n     applicable, to limit the number of registrable securities of such holder or\n     holders to be included in such registration and underwriting.\n\n10. REGISTRATION ON FORM S-3.\n\n          (a)  Provided  the  Company is  qualified  for the use of Form S-3, in\n     addition to the rights contained in the foregoing  provisions of Section 9,\n     Holder  shall have the right to request one or more  registrations  on Form\n     S-3 (such requests shall be in writing and shall state the number of shares\n     of Warrant Shares to be disposed of and the intended methods of disposition\n     of such shares by Holder), provided, however, that the Company shall not be\n     obligated to effect any such  registration  if (i) Holder  proposes to sell\n     Warrant Shares on Form S-3 at an aggregate price to the public of less than\n     $500,000,  or (ii) in the event the Company shall furnish the certification\n     described in paragraph  10(d)(ii) (but subject to the limitations set forth\n     therein),  or (iii)  the  Company  has,  within  the six (6)  month  period\n     preceding the date of such request  already  effected one  registration  on\n     Form S-3 for Holder pursuant to this Section 10.\n\n          (b) If a request  complying  with the  requirements  of Section  10(a)\n     hereof is delivered to the Company,  the provisions of Sections 9(a)(i) and\n     (ii) and Section  10(c)  hereof  shall apply to such  registration.  If the\n     registration  is for an underwritten  offering,  the provisions of Sections\n     9(b) hereof shall apply to such registration.\n\n          (c) The  Company  shall not be  obligated  to  effect,  or to take any\n     action to effect, any such registration pursuant to this Section 10:\n\n               (i) In any particular  jurisdiction in which the Company would be\n          required  to  execute a general  consent  to  service  of  process  in\n          effecting such registration,  qualification, or compliance, unless the\n          Company is already subject to service in such  jurisdiction and except\n          as may be required by the Act;\n\n               (ii)  During  the period  starting  with the date sixty (60) days\n          prior to the Company's  good faith  estimate of the date of filing of,\n          and ending on a date one hundred eighty (180) days after the effective\n          date of, a Company-initiated  registration;  provided that the Company\n          is actively  employing in good faith all  reasonable  efforts to cause\n          such registration statement to become effective.\n\n          (d)  Subject  to the  limitations  set forth in this  Section  10, the\n     Company shall file a registration  statement covering the Warrant Shares so\n     requested to be  registered  as soon as  practicable  after  receipt of the\n     request  of  Holder;  provided,  however,  that  if (i) in the  good  faith\n     judgment of the Board of Directors of the Company,  such registration would\n     be seriously  detrimental  to the Company and the Board of Directors of the\n     Company concludes, as a result, that it is essential to defer the filing of\n     such  registration  statement  at such  time,  and (ii) the  Company  shall\n     furnish to Holder a  certificate  signed by the  President  of the  Company\n     stating  that in the good faith  judgment of the Board of  Directors of the\n     Company,  it  would  be  seriously  detrimental  to the  Company  for  such\n     registration  statement  to be  filed in the  near  future  and that it is,\n     therefore,  essential to defer the filing of such  registration  statement,\n     then the  Company  shall have the right to defer such filing for the period\n     during which such disclosure would be seriously detrimental,  provided that\n     (except as  provided  in clause (c)  above) the  Company  may not defer the\n     filing  for a period of more  than one  hundred  eighty  (180)  days  after\n     receipt of the request of Holder,  and, provided further,  that the Company\n     shall not defer its  obligation in this manner more than once in any twelve\n     (12) month period.\n\n11.  EXPENSES OF  REGISTRATION.  All  Registration  Expenses (as defined herein)\nincurred  in  connection  with any  registration,  qualification  or  compliance\npursuant  to  Sections 9 and 10 hereof and  reasonable  fees of one  counsel for\nHolder shall be borne by the Company.  All Selling  Expenses (as defined herein)\nrelating  to  securities  so  registered  shall be borne by the  holders of such\nsecurities  pro rata on the  basis of the  number of  shares  of  securities  so\nregistered  on their  behalf.  \"Registration  Expenses\"  shall mean all expenses\nincurred in effecting any\n\n\n \n                                      -22-\n\n\n\nregistration  pursuant  to this  Warrant,  including,  without  limitation,  all\nregistration,  qualification,  and filing fees, printing expenses,  escrow fees,\nfees and disbursements of counsel for the Company, fees and disbursements of one\nspecial  counsel  for the  selling  stockholders,  blue sky  fees and  expenses,\naccounting  fees and  expenses of any regular or special  audits  incident to or\nrequired by any such  registration,  but shall not include Selling  Expenses and\nfees and disbursements of additional counsel for the stockholders.  Registration\nExpenses do not include the  compensation  of regular  employees of the Company,\nwhich shall be paid in any event by the Company.  \"Selling  Expenses\" shall mean\nall  underwriting  discounts and selling  commissions  applicable to the sale of\nWarrant Shares and fees and  disbursements of counsel for any Holder (other than\nthe fees and disbursements of counsel included in Registration Expenses).\n\n12.  AMENDMENTS.  This  Warrant  and any term  hereof  may be  changed,  waived,\ndischarged  or terminated  only by an instrument in writing  signed by the party\nagainst which  enforcement of such change,  waiver,  discharge or termination is\nsought.\n\n13. MISCELLANEOUS. \n\n          (a) This Warrant  shall be governed by the laws of the State of Nevada\n     as applied to  agreements  entered into in the State of Nevada by and among\n     residents of the State of Nevada.\n\n          (b) In the event of a dispute  with  regard to the  interpretation  of\n     this Warrant, the prevailing party may collect the cost of attorney's fees,\n     litigation  expenses  or such  other  expenses  as may be  incurred  in the\n     enforcement of the prevailing party's rights hereunder.\n\n          (c) The rights to cause the Company to register  securities granted to\n     a Holder by the Company under Section 10 may be  transferred or assigned by\n     Holder only to a transferee or assignee of not less than 100,000,  provided\n     that  the  Company  is given  written  notice  at the  time of or  within a\n     reasonable  time after such  transfer or  assignment,  stating the name and\n     address of the transferee or assignee and  identifying  the securities with\n     respect  to  which  such  registration  rights  are  being  transferred  or\n     assigned,  and, provided  further,  that the transferee or assignee of such\n     rights assumes the obligations of such Holder under this Warrant.\n\n          (d) This Warrant shall be exercisable  as provided for herein,  except\n     that in the event that the expiration  date of this Warrant shall fall on a\n     Saturday,  Sunday or  United  States  federally  recognized  Holiday,  this\n     expiration  date for this  Warrant  shall be extended to 5:00 p.m.  Pacific\n     standard  time on the  business  day  following  such  Saturday,  Sunday or\n     recognized Holiday.\n\n          (e) This Warrant  shall be governed by and  interpreted  in accordance\n     with the laws of the  State of New York,  excluding  its  conflicts  of law\n     principles.  The parties  agree that any and all disputes  arising under or\n     relating  to  this  Warrant  shall  be  resolved   exclusively  by  binding\n     arbitration  in Las  Vegas,  Nevada  before a single  arbitrator  under the\n     Commercial Arbitration Rules of the American Arbitration  Association.  The\n     decision of the  arbitrator  shall be final and binding with respect to the\n     dispute and shall be  enforceable  in any court of competent  jurisdiction.\n     The prevailing party in any action or proceeding  between the parties shall\n     be entitled to an award of its reasonable attorneys fees and costs.\n\n\n\n                                      -23-\n\n\n\n\n         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed\nby its officers thereunto duly authorized.\n\n         Dated: January __, 2001\n\n                COMPANY:\n\n                PURCHASEPRO.COM, INC., a Nevada corporation\n\n\n                By                                          \n                    -----------------------------------------\n                Christopher P. Carton\n                President\n\n                INITIAL HOLDER:\n\n                C3 Capital, LLC, a __________________ limited liability company\n\n\n                By                                          \n                    -----------------------------------------\n\n                Its                                         \n                    ----------------------------------------\n\n\n\n\n                                      -24-\n\n\n\n\n                               NOTICE OF EXERCISE\n\nTo:      PURCHASEPRO.COM, INC.\n\n(1) The  undersigned  hereby  elects  to  purchase  shares  of  common  stock of\nPURCHASEPRO.COM INC., pursuant to the terms of the attached Warrant, and tenders\nherewith payment of the purchase price for such shares in full.\n\n(2) In exercising this Warrant, the undersigned hereby confirms and acknowledges\nthat the shares of common stock to be issued upon  conversion  thereof are being\nacquired  solely for the account of the undersigned and not as a nominee for any\nother party, or for investment, and that the undersigned will not offer, sell or\notherwise dispose of any such shares of common stock except under  circumstances\nthat will not result in a violation of the  Securities  Act of 1933, as amended,\nor any applicable state securities laws.\n\n(3) Please  issue a  certificate  or  certificates  representing  said shares of\ncommon  stock  in the  name  of the  undersigned  or in  such  other  name as is\nspecified below:\n\n      \n                                              --------------------------------\n                                              (Name)\n\n\n\n                                              --------------------------------\n                                              (Name)\n\n\n(4) Please  issue a new  Warrant  for the  unexercised  portion of the  attached\nWarrant in the name of the  undersigned  or in such  other name as is  specified\nbelow:\n\n      \n                                              --------------------------------\n                                              (Name)\n\n\n\n                                              --------------------------------\n                                              (Name)\n\n\n                                              --------------------------------\n                                              (Date)\n\n\n\n \n                                      -25-\n\n\n\n                           NET ISSUE ELECTION NOTICE\n\nTo:      PURCHASEPRO.COM INC.                                 Date: ____________\n\n\n     The  undersigned  hereby  elects  pursuant to the net issue  provisions  of\nSection 3(b) to surrender the right to purchase  ________ shares of Common Stock\npursuant to this Warrant.\n\n(1) In exercising this Warrant, the undersigned hereby confirms and acknowledges\nthat the shares of common stock to be issued upon  conversion  thereof are being\nacquired  solely for the account of the undersigned and not as a nominee for any\nother party, or for investment, and that the undersigned will not offer, sell or\notherwise dispose of any such shares of common stock except under  circumstances\nthat will not result in a violation of the  Securities  Act of 1933, as amended,\nor any applicable state securities laws.\n\n(2) Please  issue a  certificate  or  certificates  representing  said shares of\ncommon  stock  in the  name  of the  undersigned  or in  such  other  name as is\nspecified below:\n\n      \n                                              --------------------------------\n                                              (Name)\n\n\n\n                                              --------------------------------\n                                              (Name)\n\n\n(3) Please  issue a new  Warrant  for the  unexercised  portion of the  attached\nWarrant in the name of the  undersigned  or in such  other name as is  specified\nbelow:\n\n\n                                              --------------------------------\n                                              (Name)\n\n\n\n                                              --------------------------------\n                                              (Name)\n\n\n                                              --------------------------------\n                                              (Date)\n\n\n\n                                              ================================\n                                              (Address)\n\n\n                                      -26-\n\n\n                                ASSIGNMENT FORM\n\n     FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby\nsells,  assigns and transfers unto the Assignee named below all of the rights of\nthe undersigned  under the within Warrant,  with respect to the number of shares\nof common stock set forth below:\n\n\n Name of Assignee                    Address                   No. of Shares\n\n------------------            -------------------           -------------------\n\n\nand does  hereby  irrevocably  constitute  and  appoint  Attorney  to make  such\ntransfer on the books of PURCHASEPRO.COM, INC., maintained for the purpose, with\nfull power of substitution in the premises.\n\n     The undersigned  also represents that, by assignment  hereof,  the Assignee\nacknowledges  that  this  Warrant  and the  shares  of stock to be  issued  upon\nexercise hereof or conversion thereof are being acquired for investment and that\nthe Assignee  will not offer,  sell or otherwise  dispose of this Warrant or any\nshares of stock to be issued upon exercise  hereof or conversion  thereof except\nunder  circumstances  which will not result in a violation of the Securities Act\nof 1933, as amended,  or any applicable  state  securities  laws.  Further,  the\nAssignee  has  acknowledged  that upon  exercise of this  Warrant,  the Assignee\nshall, if requested by the Company,  confirm in writing,  in a form satisfactory\nto the  Company,  that the shares of stock so purchased  are being  acquired for\ninvestment and not with a view toward distribution or resale.\n\n\n         Dated: ______________, _____\n\n                                              --------------------------------\n                                              (Signature of Holder)\n\n\n\n                                      -27-\n\n\n                                   EXHIBIT C\n                                   ---------\n                                 REFERRAL FORM\n                                 -------------\n\n\nReferring Party\n\nCompany:________________________________________________________________________\nPhysical Address:_______________________________________________________________\nMailing Address (if different): ________________________________________________\nCity, State, Zip: ______________________________________________________________\nPhone Number: _______________________________  Fax: ____________________________\n\nCustomer Profile\n----------------\nCompany:________________________________________________________________________\nPhysical Address:_______________________________________________________________\nMailing Address (if different): ________________________________________________\nCity, State, Zip: ______________________________________________________________\nPhone Number: ________________________________  Fax: ___________________________\nWeb Site URL: __________________________________________________________________\nKey Contact Name:_____________________________  Telephone: _____________________\nKey Contacts Title:___________________________  Email Address: _________________\nName of person with final approval authority:___________________________________\n\nOpportunity Profile\nPurchasePro Marketplace Opportunity (Choose One): \n____e-Procurement   ____   v-Distributor   ____   e-MarketMaker\nExplain your relationship to this opportunity:\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\nDate of First Meeting:__________________________\nProjected date of Signed Agreement:_____________________\nDescribe the action steps required to complete a Marketplace Software License\nAgreement on this opportunity:\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n\n\n                                                     ACCEPTED by PurchasePro\n\nSigned___________________________           Signed_________________________\n           Referring Party\n\nTitle: __________________________           Title: ________________________\n\nPrint Name: _____________________           Print Name: ___________________\nDate: ___________________________           Effective Date*: ______________\n\n*All opportunities expire after 3 months from time of Date Submitted unless a\ntime extension has been agreed upon in writing by the Director of Indirect\nChannels.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9619],"class_list":["post-42726","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42726","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42726"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42726"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42726"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42726"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}