VP of Sales Employment Agreement

EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this tenth day of March, 1999, by and between PURCHASE PRO, INC., a Nevada corporation ("Corporation"), and JEFF NEPPL ("Executive").



WHEREAS, the Corporation and the Executive desire that the term of this Agreement begin on April 1, 1999 ("Effective Date"); and



WHEREAS, the Corporation desires to employ the Executive as its Executive Vice President of Sales and Executive is willing to accept such employment by the Corporation on the terms and subject to the conditions set forth in this Agreement;



NOW, THEREFORE, for and in consideration of the mutual promises and covenants set forth herein, Corporation and Executive (the "Parties") do hereby agree as follows:





1. DEFINITIONS

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1.1 Definitions. For the purposes of this Agreement the following terms

----------- shall have the following meanings:



1.1.1 "Change in Control" shall mean the occurrence of a merger, consolidation, or share exchange entered into by the Corporation in which the Corporation is not the surviving entity (other than a merger the sole purpose of which is to amend the state in which the Cor poration is incorporated) or sale of all or substantially all of the assets of the Corporation (each event a "Change in Control").



1.1.2 "Termination For Cause" shall mean termination by the Corporation of the Executive's employment by reason of (i ) the Executive's willful dishonesty towards, fraud upon, or deliberate or attempted injury to the Corporation, (ii) the Executive's willful material breach of this Agreement, continuing after written notice and ten (10) days to cure, or (iii) Executive's continued and material neglect of duties to the Corporation, continuing after written notice and thirty (30) days to cure.



1.1.3 "Termination Other Than For Cause" shall mean:



(a) termination by the Corporation of the Executive's employment by the Corporation other than in a Termination for Cause or a termination arising from the Employee's death or disability; or



(b) constructive termination of the Executive's employment by rea son of: (I) material breach of this Agreement by the Corporation continuing after written notice and ten (10) days to cure, (II) changes by the Corporation in the Executive's title, working conditions or duties such that the Executive's powers are diminis h ed, reduced or otherwise changed to include powers, duties or working conditions which are not generally consistent with the title of Executive Vice President of Sales continuing after written notice and ten (10) days to cure, or (III) changes by the Corp oration in the Executive's reporting relationship such that the





Executive reports to an officer or employee other than the Corporation's president or chief executive officer, continuing after written notice and ten (10) days to cure; provided that in each case such constructive termination shall be effective upon the expiration of the ten (10) day period commencing with the notice from the Executive to the Corporation of such constructive termination.



1.1.4 "Voluntary Termination" shall mean termi nation by the Executive of the Executive's employment by the Corporation other than in a (i) constructive termination as described in Section 1.1.3(b) or (ii) termination by reason of the Executive's death or disability.



2. DUTIES

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Dur ing the term of this Agreement (the "Term"), the Executive agrees to be employed by and to serve the Corporation as its Executive Vice President of Sales, and the Corporation agrees to employ and retain the Executive in such a capacity. In such capacity, t he Executive shall render such managerial, administrative and other services as are customarily associated with or incident to such position and shall perform such other duties and responsibilities for the Corporation as the Corporation may reasonably req uire, consistent with such position. The Executive shall devote all of his business time, energy, and skill to the affairs of the Corporation. The Executive shall report to the Corporation's president or chief executive officer.





3. TERM AND TERMINATION

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3.1 Initial Term. The Term shall be for a period of three (3) years

------------ beginning with the Effective Date, unless terminated earlier pursuant to this Agreement. At any time prior to the expiration hereof, the Corporation and the Executive may by mutual written agreement extend the Executive's employment under the terms of this Agreement for such additional periods as they may agree. Executive may terminate his employment hereunder and this Agreement at any ti me upon sixty (60) days' written notice to the Corporation. It is understood that the Executive shall devote all of his business time, energy, and skill to the affairs of the Corporation during such notice period.



3.2 Termination For Cause. Termination For Cause may be effected by the

--------------------- Corporation by written notice to the Executive. Upon Termination For Cause, the Executive shall promptly be paid all accrued salary, bonus compensation to the extent earned, commission s, vested stock options, any benefits under any plans of the Corporation in which the Executive is a participant to the full extent of the Executive's rights under such plans, and any appropriate business expenses incurred by the Executive in connection w i th his duties hereunder, all to the date of termination, but the Executive shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. Resignation without sixty (60) days' notice shall be tr eated as Termination for Cause. It is understood that the Executive shall devote a substantial portion of his business time, energy, and skill to the affairs of the Corporation during such notice period.



3.3 Termination Other Than For Cause. Termination Other Than For Cause

-------------------------------- may be effected by the Corporation by written notice to the Executive. Upon Termination Other Than For Cause, the Executive shall promptly be paid all accrued salary, bonus compensation to the





extent earned, commissions, vested stock options, any benefits under any plans of the Corporation in which the Executive is a participant to the full extent of the Executive's rights under such plans, and any appropriate business expenses incurr ed by the Executive in connection with his duties hereunder, all to the date of termination. In addition, the Executive shall be paid severance pay equal to the sum of: (i) one (1) times the Executive's total compensation from the Company during the twelv e (12) months preceding the termination (or, if Executive has worked for the Corporation for less than twelve (12) months, the annualized amount of the total compensation paid to Executive during his employment with the Corporation), and (ii) one times the Executive's base annual salary in effect at the time of such termination. Such severance pay shall be paid over the twelve (12) months following the Executive's termination of employment, less required withholding, in accordance with the Corporation's usu a l payroll practices. The Executive shall not be paid any other compensation or reimbursement of any kind. No severance payments shall be made unless and until Executive executes a release of past, present and future claims against the Corporation, its off icers, directors, employees and agents in a form acceptable to the Corporation.



3.4 Termination by Reason of Disability. If the Executive, in the

----------------------------------- reasonable judgment of the Corporation's board of directors, has failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity conti n ues, or is reasonably certain to continue, for a period of more than ninety (90) consecutive days (a "Disability"), the Corporation shall have the right to terminate the Executive's employment hereunder by written notice to the Executive and payment to th e Executive of all accrued salary, bonus compensation to the extent earned, commissions and vested stock options, any benefits under any plans of the Corporation in which the Executive is a participant to the full extent of the Executive's rights under suc h plans, accrued vacation pay and any appropriate business expenses incurred by the Executive in connection with his duties hereunder, all to the date of termination, with the exception of medical and dental benefits, which shall continue in accordance wit h the requirements of COBRA or other comparable laws governing health care continuation coverage, but the Executive shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.



3.5 Death. In the event of the Executive's death, the Executive's

----- employment shall be deemed to have terminated as of the last day of the calendar month during which his death occurs, and the Corporation shall promptly pay to his estate all accr ued salary, bonus compensation to the extent earned, commissions and vested stock options, any benefits under any plans of the Corporation in which the Executive is a participant to the full extent of the Executive's rights under such plans, accrued vacat i on pay and any appropriate business expenses incurred by the Executive in connection with his duties hereunder, all to the date of termination, but the Executive's estate shall not be paid any other compensation or reimbursement of any kind, including wit hout limitation, severance compensation.



3.6 Voluntary Termination. In the event of a Voluntary Termination, the

--------------------- Corporation shall promptly pay to the Executive all accrued salary, bonus compensation to the extent earned, commissions and vested stock options, any benefits under any plans of the Corporation in which the Executive ...