VP of Business Development Employment Letter

May 19, 1999







Geoff Layne PurchasePro.com, Inc. 3291 North Buffalo Drive Las Vegas, NV 89129



Dear Mr. Layne:



This letter agreement (the "Agreement") sets forth the terms and conditions of your employment with PurchasePro.com, Inc. (the "Company").



In consideration of the mutual covenants and promises made in this Agreement, you and the Company agree as follows:





1. Employment. Commencing as of May 19, 1999 (the "Effective Date"), you

---------- will serve as the Company's Vice-President of Corporate Development and E- Commerce. You will be given such duties, responsibilities and author ity as are appropriate to such position. Throughout the term of your employment, you will devote such business time and energies to the business and affairs of the Company as needed to carry out your duties and responsibilities, subject to the overall sup ervision of the company's Chairman and/or President of the Company.



2. Term. The term of this Agreement will commence on the Effective Date

---- and shall continue for two (2) years thereafter. During the term of this Agreement, your emplo yment with the Company will be "at-will." Either you or the Company can terminate your employment at any time and for any reason, with or without cause and with or without notice, in each case subject to the terms and provisions of paragraph 7 below.



3. Salary. For your services to the Company, you will be paid a base

------ salary, payable in accordance with the Company's usual payroll practices during your employment, at an annualized rate of $120,000 per year.



4. Bonus. During the term of this Agreement, you will be eligible for a

----- bonus in an amount to be determined by the Company in its sole discretion.



5. Employee Benefit Programs. During your employment, you will be

------------------------- e ntitled to participate in all Company employee benefit plans and compensation and perquisite programs made available to the Company's executives or salaried employees generally. You will be entitled to four weeks of vacation per year, provided that you wi ll not accrue unused vacation of more than eight weeks. The corporation shall provide you with an automobile allowance of $750 per month.



6. Stock Options. You have previously been granted stock options covering

------------- 75,000 shares which are fully vested.

Mr. Geoff Layne May 19, 1999 Page 2



7. Consequences of Termination of Employment.

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



(a) For Cause. If the Company terminates your employment for Cause you will

--------- be entitled to any unpaid salary, bonus and vacation due you pursuant to paragraphs 3, 4 and 6 above through the date of termination, and you will be entitled to no other compensation from the Company. "Cause" will exist in the event you: (i ) willfully breach this Agreement, which breach is not cured within 10 days following written notice from the Company; (ii) engage in conduct constituting willful dishonesty toward, fraud upon, or deliberate or attempted injury to the Company; or (iii) are negligent in the performance of your duties, which negligence is not cured within 10 days following written notice from the Company



(b) Other than for Cause. If the Company terminates your employment for

-------------------- reasons other t han Cause, you will be entitled to any unpaid salary, bonus and vacation due you pursuant to paragraphs 3, 4 and 6 above through the date of termination plus two (2) years of your base salary in effect at the date of your termination of employment. You wi ll not be entitled to any other compensation from the Company.



A Constructive Termination shall be treated as a termination for reasons other than for Cause. "Constructive Termination" will exist in the event you terminate your employment with the Com pany after the Company: (i) materially breaches this Agreement, which breach is not cure ...