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Exhibit 10.1

                    PURCHASEPRO MARKETPLACE USER TERMS OF USE

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. TO USE THE MARKETPLACE YOU
MUST AGREE TO THESE TERMS OF USE BY SIGNING BELOW.

         These User Terms of Use ("Terms of Use") are being executed between you
and PurchasePro.com, Inc. ("PurchasePro") and govern your access to, and use of,
a browser based electronic commerce marketplace based upon PurchasePro
proprietary software and technology (hereinafter referred to as, the
"Marketplace"). The Marketplace is currently being made available to you through
PurchasePro.com, Inc. ("Marketplace Owner"). In the event you are agreeing to
these Terms of Use in your capacity as an authorized representative (e.g.,
owner, officer or authorized employee, agent or representative) of an entity
(e.g., a corporation), then references to "you" or "your" mean you and the
entity on the behalf of which these Terms of Use are being agreed to. References
to "User" in these Terms of Use mean references to you.

         Until you complete the registration process for the Marketplace
(including, without limitation, agreeing to these Terms of Use by signing below)
you have no right to make use of the Marketplace. Your acceptance of these Terms
of Use evidences your agreement to be bound by them. PurchasePro may modify
these terms and conditions at any time upon written notice or by posting to the
Marketplace. You agree that if you use the Marketplace after such notification
or posting of modifications in the Terms of Use you will be bound by the Terms
of Use as modified.

1.   SERVICES PROVIDED. Subject to these Terms of Use, PurchasePro shall
make available to User electronic access to, and use of, the Marketplace.

2.   PAYMENT TERMS. User shall pay to PurchasePro: (a) the then-current base
monthly fee, if any, indicated within the Marketplace as being applicable to the
then-current subscription option elected by User (which subscription option was
either elected by User initially as part of the on-line registration process or
subsequently through the administrative facilities available on the Marketplace)
(the "Subscription Fee"); and (b) the then-current fees, if any, indicated
within the Marketplace as being applicable to the actions taken by User pursuant
to User's use of the Marketplace (e.g., responding to an RFQ or accepting a PO)
("Transaction Fees"). Subscription Fees shall be paid by User on a monthly basis
in advance. Transaction Fees generated by User shall be accrued by PurchasePro
on a monthly basis and be paid by User on a monthly basis in arrears. At the end
of each month, PurchasePro shall charge User, and User shall pay PurchasePro, a
single amount consisting of the Subscription Fee, if any, for the upcoming month
and the Transaction Fees, if any, from the ending month. In addition, User will
be charged a Thirty Five Dollar ($35.00) fee if its Marketplace account is
placed on hold or terminated due to non-payment in breach of these Terms of Use.
User must pay all past due amounts before its account will be reactivated. All
User payments due PurchasePro under these Terms of Use shall be: (i) paid
directly to PurchasePro.com, Inc. on a non-refundable basis; (ii) made by Visa,
MasterCard or American Express; and (iii) deemed earned and retained by
PurchasePro. You agree to pay if and when due all federal, state and local taxes
applicable to your subscription to, and use of, the Marketplace. PurchasePro
shall, upon receipt of a written request from User, furnish User with a
statement detailing the Subscription Fees and Transaction Fees charged to User
for any given month (limited to the last twelve (12) calendar months relative to
the time of request). In addition, in the event User notifies PurchasePro of
potential billing errors with respect to PurchasePro charges for any particular
month (limited to the last three (3) calendar months relative to the time of
notice) PurchasePro will use reasonable efforts to resolve any actual billing
errors within sixty (60) days of the date of notice.

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3.   USER IDENTIFICATION AND PASSWORD. You may not use the Marketplace without
possessing, and your use of the Marketplace is contingent on the possession by
you of, both a user identification and a password which are unique to you,
uniquely identify you in the Marketplace and have been approved by PurchasePro
(collectively, your "User Codes"). If you do not possess proper User Codes the
first time you attempt to register for, or otherwise access and use, the
Marketplace, you will be prompted to select your User Codes at that time. Your
User Codes are for your personal use only. Only you may access the Marketplace
using your User Codes. You are responsible for the confidentiality of your User
Codes, and agree not to disclose or provide them to any third party. You are
responsible for all statements made and acts or omissions that occur while your
User Codes are being used. PurchasePro is not responsible for any breach of
security caused by your failure to maintain the confidentiality of your User
Codes. You agree to notify PurchasePro immediately in the event of loss or theft
of your User Codes, or if you believe the confidentiality of your User Codes has
been compromised in any way, or in the event of your learning about a possible
or actual unauthorized use of the Marketplace. PurchasePro reserves the right to
revoke your User Codes at any time without prior notice.

4.   OWNERSHIP AND USE OF THE MARKETPLACE AND USER DATA.

4.1  Ownership and Use of the Marketplace.

(a)  PurchasePro hereby grants to you, for the term of these Terms of Use, a
non-transferable, non-exclusive, limited license to access and use the
Marketplace for your own internal use. You may display, download to a storage
device under your exclusive control for local display, manipulation and storage
and print information particular and necessary to your proper and permitted use
of the Marketplace, provided that you agree not to remove any copyright or other
notices contained therein. Except as expressly authorized herein, you may not
use, copy, reproduce, transmit, translate, offer for sale, sell, display,
perform, distribute, publish, broadcast, circulate, modify, create derivative
works of, sub-license, assign, time-share, transfer, rent, lease, convey,
disseminate, commercially exploit, or engage in any other similar or related act
with respect to the Marketplace without the written consent of PurchasePro. You
also agree not to use the Marketplace for any unlawful purpose, and you shall
comply with any request of PurchasePro, the Marketplace Owner or any of
PurchasePro's third party providers to protect their respective rights in the
Marketplace.

(b)  The Marketplace is the property of PurchasePro or its licensors or
suppliers and is protected by applicable copyright, patent, trademark or other
intellectual property law. PurchasePro and/or its licensors or suppliers retain
all title, ownership rights and intellectual property rights in and to the
Marketplace. You agree to abide by any copyright notice or other restriction
contained in any individual information, software or other material accessible
through the Marketplace.

(c)  The Marketplace is a medium enabling companies, organizations and/or
persons such as and including yourself, who have gained properly authorized
access to, and use of, the Marketplace (each, a "Marketplace User") to carryout
transactions to: (i) purchase, license or otherwise obtain information,
services, software and/or goods from other Marketplace Users; or (ii) sell,
license or otherwise provide its information, services, software and/or goods to
other Marketplace Users. You acknowledge and agree that for transactions carried
out on or through the Marketplace, in whole or in part, the Marketplace Users
who are parties to such transactions (and not PurchasePro) are fully responsible
for their respective performance obligations (e.g., payment, order fulfillment,
delivery of goods, return processing, warranty service) pursuant to such
transactions. You further acknowledge and agree that you will properly and in
good faith perform all performance obligations of all such transactions that you
are a party to. PURCHASEPRO DISCLAIMS RESPONSIBILITY FOR, AND ASSUMES NO
LIABILITY OR PERFORMANCE OBLIGATIONS REGARDING, ANY TRANSACTION CARRIED OUT ON
OR THROUGH THE MARKETPLACE, WHETHER IN WHOLE OR IN PART (INCLUDING, WITHOUT

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LIMITATION, THE PARTICULAR PERFORMANCE OBLIGATIONS OF YOU, OTHER MARKETPLACE
USERS OR ANY OTHER THIRD PARTY).

(d)  In the event you use the Marketplace, or the links included on, or the
facilities contained within, the Marketplace to gain access to a World Wide Web
site or Internet location or source of information, services, software or goods
of any company, organization or person other than PurchasePro, or to any
Internet location other than purchasepro.com, you acknowledge and agree that
such other sites, locations or sources are not under the control of PurchasePro
and agree that PurchasePro shall not be responsible or in any way liable for any
of the information, services, software or goods from any such World Wide Web
site or Internet location or source (including, without limitation, for your use
of, or results obtained from, such information, services, software or goods).
PURCHASEPRO MAKES NO EXPRESS REPRESENTATION OR WARRANTY WITH RESPECT TO,
DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NONINFRINGEMENT) WITH RESPECT TO, DISCLAIMS RESPONSIBILITY FOR, AND ASSUMES NO
LIABILITY REGARDING, ANY INFORMATION, SERVICES, SOFTWARE OR GOODS AVAILABLE,
ADVERTISED, SOLD OR OTHERWISE PROCURED FROM ANY WEBSITE, LOCATION OR SOURCE NOT
UNDER PURCHASEPRO'S CONTROL OR, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE QUALITY, SAFETY, ACCURACY, AVAILABILITY, DECENCY, OR SUITABILITY
OF SUCH INFORMATION, SERVICES, SOFTWARE OR GOODS.

(e)  Transmission or use of any material in violation of these Terms of Use, or
any applicable law, rule or regulation (whether of the United States or other
countries), or the rights of any third party is prohibited. This includes, but
is not limited to, copyrighted material, material which is defamatory,
threatening, obscene, lewd and indecent, material protected by trademark, trade
secret, or patent laws, or material that results in an invasion of privacy.

4.2  Ownership and Use of User Data.

(a)  For the purposes of these Terms of Use:

(1)  "User Information" means information or data (including, without
limitation, registration, enrollment and profile data) provided by User and
contained in the Marketplace that specifically identifies User.

(2)  "Supplied Data" means catalog information, product information, pricing
data and User business rules provided by User and contained in the Marketplace.

(3)  "Transaction Data" means information and data characterizing, describing,
relating to or comprising transactions (e.g., the sale and purchase of goods and
services) to which User is a party and which are conducted in whole or part over
or through use of the Marketplace. Transaction Data also includes, for any
transaction to which User is a party, information or data relating to the
parties of such transaction other than User which is communicated or furnished
by such parties to User or otherwise obtained by User in the course of such
transaction.

(4)  "Sanitized Transaction Data" means Transaction Data exclusive of, or after
removal of User Information, and which exists: (i) in an anonymous form as part
of an aggregation of multiple transactions conducted in whole or part over or
through use of the Marketplace; (ii) in a "blinded" fashion, exclusive of, or
after removal of, information which specifically identifies User; or (iii) in

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the form of statistical data, usage information, reports and/or analysis based
upon Sanitized Transaction Data (as defined in the foregoing items (i) and
(ii)).

(b)  For all User Information, Supplied Data, Transaction Data and Sanitized
Transaction Data:

(1)  User shall own all User Information and Supplied Data;

(2)  User shall, with respect to any particular transaction, jointly own along
with the other party(ies) to such transaction, without any rights of attribution
or accounting, the Transaction Data for such transaction; provided that such
ownership shall be subject to the ownership and use rights of PurchasePro and
the Marketplace Owner set forth in these Terms of Use.

(3)  PurchasePro and the Marketplace Owner shall jointly own, without any
obligation of accounting or attribution to the other, and may freely use or
disclose as they individually determine, Sanitized Transaction Data.

(4)  PurchasePro will retain possession of, and make use of, copies of the User
Information, Supplied Data, Transaction Data and Sanitized Transaction Data for
the purpose of establishing and operating the Marketplace (including, without
limitation, the facilitation of transactions) and otherwise meeting
PurchasePro's obligations and responsibilities under these Terms of Use. Subject
to the confidentiality restrictions set forth in Paragraph 7 below,
PurchasePro's use of the User Information, Supplied Data, Transaction Data and
Sanitized Transaction Data may include the storage, display, parsing,
modification, reproduction, copying, transmission, translation, performance,
publication, broadcast, preparation of derivative works or dissemination
thereof, internally by PurchasePro, and to third parties with whom PurchasePro
does business for advertisement, market research and other commercial purposes.

(5)  You grant to PurchasePro all necessary rights and releases required for,
and agree to take such actions as are necessary and appropriate to enable,
PurchasePro to obtain the rights and perform the services and the activities
described in these Terms of Use.

5.   DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

5.1  THE MARKETPLACE IS PROVIDED "AS IS." NEITHER PURCHASEPRO, MARKETPLACE OWNER
NOR ANY OF PURCHASEPRO'S LICENSORS OR SUPPLIERS MAKES ANY WARRANTY, GUARANTEE OR
REPRESENTATION OF ANY KIND (INCLUDING, WITHOUT LIMITATION: (I) THAT ACCESS TO,
OR USE OF, THE MARKETPLACE WILL BE UNINTERRUPTED, ABSOLUTELY SECURE, COMPLETE,
ACCURATE OR ERROR FREE; (II) THE EXTENT TO WHICH YOU ARE ABLE TO CONDUCT
TRANSACTIONS OVER THE MARKETPLACE; OR (III) THE SECURITY OF YOUR USER
IDENTIFICATION AND PASSWORD FOR WHICH YOU ARE SOLELY RESPONSIBLE). IN ADDITION,
THE RELIABILITY, ACCURACY, COMPLETENESS, SECURITY, TIMELINESS AND USEFULNESS OF
THE MARKETPLACE ARE NOT WARRANTED OR GUARANTEED. YOUR USE OF THE SERVICES,
SOFTWARE, GOODS AND INFORMATION ACCESSED ON OR THROUGH THE MARKETPLACE IS
ENTIRELY AT YOUR OWN RISK AND IT IS YOUR SOLE RESPONSIBILITY TO EVALUATE THE
RELIABILITY, ACCURACY, COMPLETENESS, SECURITY, TIMELINESS AND USEFULNESS OF ALL
SUCH SERVICES, SOFTWARE, GOODS AND INFORMATION. PURCHASEPRO, MARKETPLACE OWNER
AND PURCHASEPRO'S LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ALL EXPRESS
AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

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5.2  YOU UNDERSTAND THAT PURCHASEPRO DOES NOT GUARANTEE THAT IT WILL CONTINUE TO
MAKE THE MARKETPLACE AVAILABLE TO YOU, WHETHER BY THE SAME METHODS CURRENTLY
USED OR OTHERWISE. PURCHASEPRO MAY DISCONTINUE PROVIDING THE MARKETPLACE TO YOU
AT ANY TIME. YOU AGREE NOT TO HOLD PURCHASEPRO LIABLE FOR ANY DAMAGES ARISING
FROM A DISCONTINUATION OR MODIFICATION OF ALL OR PART OF THE MARKETPLACE.

5.3  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT AND UNDER NO LEGAL
THEORY (CONTRACT, WARRANTY, TORT OR OTHERWISE) WILL PURCHASEPRO, MARKETPLACE
OWNER OR PURCHASEPRO'S LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER
DAMAGES INCURRED BY YOU AND IN ANY WAY ARISING OUT OF OR RELATED IN ANY WAY TO
THESE TERMS OF USE (INCLUDING, WITHOUT LIMITATION, YOUR USE OF, OR INABILITY TO
USE, THE MARKETPLACE OR ANY DAMAGES YOU MAY INCUR IN CONNECTION WITH ANY
DECISION MADE, ACTION, OR INACTION, TAKEN BY YOU OR ANY OTHER PARTY, IN RELIANCE
UPON THE MARKETPLACE, OR BASED ON ANY ACTS OR OMISSIONS OF ANY MARKETPLACE
USERS, OR FOR THE RELIABILITY, ACCURACY, COMPLETENESS, SECURITY, TIMELINESS OR
USEFULNESS OF THE MARKETPLACE, OR FOR ANY DELAYS OR ERRORS IN THE TRANSMISSION
OR DELIVERY OF ANY PART OF THE INFORMATION OR SERVICES PROVIDED THROUGH THE
MARKETPLACE), EVEN IF ADVISED OF SUCH DAMAGES. IN ADDITION TO AND WITHOUT
LIMITING THE FOREGOING, PURCHASEPRO SHALL NOT BE LIABLE FOR ANY HARM CAUSED BY
THE TRANSMISSION, THROUGH THE MARKETPLACE OF A COMPUTER VIRUS OR OTHER COMPUTER
CODE OR PROGRAMMING DEVICE THAT MIGHT BE USED TO ACCESS, MODIFY, DELETE, DAMAGE,
CORRUPT, DEACTIVATE, DISABLE, DISRUPT, OR OTHERWISE IMPEDE IN ANY MANNER THE
OPERATION OF THE MARKETPLACE OR ANY OF YOUR SOFTWARE, HARDWARE, DATA OR
PROPERTY.

6.   YOUR COVENANTS.

6.1  If you are agreeing with these Terms of Use as an individual on your own
behalf, you hereby represent and warrant that you are of the age of majority.
Additionally, if you are agreeing with these Terms of Use on behalf of an entity
(e.g., a corporation), you represent and warrant that you have the requisite
power and authority within your entity to enter into a binding commitment with
respect to these Terms of Use and the execution, delivery and performance of
these Terms of Use and the consummation of the transactions contemplated by
these Terms of Use have been duly authorized by the requisite action within your
entity.

6.2  You represent and warrant that any information you have provided as part of
the registration process, or thereafter provide, to use the Marketplace is true
and accurate to the best of your knowledge. The Marketplace provides facilities
to enable you to access and modify your customer profile information.

6.3  You shall not upload to the Marketplace any User Information, Supplied Data
or Transaction Data which: (i) violates or infringes the rights of any persons,
including without limitation rights in copyrights, patents, trademarks or other
intellectual property rights; (ii) is libelous, defamatory, obscene,
pornographic, abusive or otherwise violates any law; or (iii) contains viruses,
"worms", "trojan horses" or any other harmful properties. You agree not to use
the Marketplace for, or to further, any illegal purposes. Without limiting the
generality of the foregoing, you agree to not use the Marketplace to buy or
sell: real property; liquor licenses; businesses or mobile homes; contraband
firearms, weapons or munitions; pirated software, music or videos; counterfeit
items; false ID or documentation; illegal drugs or paraphernalia; embargoed

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items (e.g., Cuban cigars); human and/or animal remains or organs; on-line game
accounts; club memberships or timeshares; licenses or titles for personal
property or other items deemed unsuitable by PurchasePro. PurchasePro reserves
the right, in its sole discretion, to deny any transaction in violation of the
foregoing and to edit or delete any User Information, Supplied Data or
Transaction Data which violates the foregoing.

6.4  You agree to the efficacy of, and to be bound by, the disclaimers found in
the Marketplace.

6.5  You agree that PurchasePro may, subject to the confidentiality restrictions
set forth in Paragraph 7 below, use User Information, Supplied Data and
Transaction Data as the basis for informing you about other PurchasePro products
and services and that PurchasePro may also deliver additional messages about its
products and services to you by E-mail.

7.   CONFIDENTIALITY. PurchasePro agrees to maintain the confidentiality of, and
shall not disclose, disseminate or provide to any other person, firm,
organization or third party (except for employees, agents, contractors, advisors
or representatives of PurchasePro who have a reasonable need to know), User
Information, Supplied Data and Transaction Data; provided, however, that the
foregoing shall not apply to User Information, Supplied Data or Transaction Data
that: (i) is or becomes publicly known without violation by PurchasePro of these
Terms of Use; (ii) is already known to PurchasePro without restrictions at the
time of its disclosure to PurchasePro; (iii) after its disclosure to
PurchasePro, is made known to PurchasePro without restrictions by a third party
having the right to do so; (iv) is legally required to be disclosed by
PurchasePro pursuant to a judicial order from a court of competent jurisdiction;
or (v) is "Public Information" (i.e., information regarding the User, its
products and services which is public in the normal course of User's business
and operations and/or which is necessarily and appropriately public (and
accessible by third parties within the Marketplace) to enable the working and
facilitation of transactions within the Marketplace).

8.   TERMINATION. Either you or PurchasePro may terminate these Terms of Use at
any time upon thirty (30) days' prior written notice to the other party, with
such termination being effective as of the end of the calendar month in which
such thirty (30) day period expires. PurchasePro will be entitled to immediately
terminate these Terms of Use for cause upon a breach of these Terms of Use by
you. You will not be entitled to any refunds of any pre-paid fees. Upon
expiration or termination of these Terms of Use, your ability to access and use
the Marketplace shall be discontinued. You will destroy any downloaded and
printed materials that originated from the Marketplace.

9.   FORCE MAJEURE. PurchasePro shall not be liable for any failure or delay in
performance hereunder caused by you or any other cause beyond the control of
PurchasePro, including but not limited to, failure of electronic or mechanical
equipment, unauthorized access, strikes, failures of common carrier or utility
systems, severe weather, labor disputes, fires or any other causes commonly
known as "acts of God".

10.  INDEMNIFICATION. You hereby agree to indemnify and hold harmless
PurchasePro (and its directors, officers, employees, control persons, suppliers,
licensors and agents) from and against any and all claims, losses, liabilities,
damages, costs and expenses (including reasonable attorney's fees and costs)
arising out of or related to: (a) your breach of your agreements,
representations and warranties contained in these Terms of Use; (b) your use of
the Marketplace (i) in violation of these Terms of Use, (ii) in violation of any
rights of PurchasePro or any third party information provider, including
copyright, patent, trade secret, trademark, or other intellectual property
rights and publicity and privacy rights, or (iii) in violation of any applicable
law, rule or regulation; (c) your failure to maintain the confidentiality of
your User Codes in accordance with these Terms of Use; or (d) information or
materials you upload or post to the Marketplace. PurchasePro reserves the right
to take over the exclusive defense of any claim for which PurchasePro is

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entitled to indemnification under this Paragraph 10. In such event, you shall
provide PurchasePro with such cooperation as is reasonably requested by
PurchasePro. This indemnification shall be binding upon you and your executors,
heirs, successors and assigns.

11.  DISPUTE RESOLUTION. In the event of a dispute between the parties arising
under these Terms of Use, the parties shall submit to binding arbitration in Las
Vegas, Nevada before a single arbitrator knowledgeable of the subject matter in
dispute under the Commercial Arbitration Rules of the American Arbitration
Association, except that temporary restraining orders or preliminary
injunctions, or their equivalent, may be obtained from any court of competent
jurisdiction. The decision of the arbitrator shall be final and binding with
respect to the dispute subject to the arbitration and shall be enforceable in
any court of competent jurisdiction. The arbitrator shall not have the power to
award any damages of the types excluded by this Agreement, regardless of the
nature of the claim. If any arbitration or litigation is commenced between or
among parties to this Agreement concerning any provisions of this Agreement, or
the rights and duties of any person in relation thereto, the court or
arbitrator, as the case may be, may award to the party or parties prevailing in
such arbitration or litigation, in addition to such other relief as may be
granted, a reasonable sum for their attorneys' fees.

12.  GENERAL.

12.1 Notices given by PurchasePro to you will be given by E-mail, or by a
general posting on the Marketplace, or by conventional mail. In any matter
requiring PurchasePro's prior consent, such consent will be considered given
only if made in the foregoing manner by an authorized representative of
PurchasePro. Notices given by you to PurchasePro must be given by E-mail and
addressed to contractservices@purchasepro.com, or by conventional mail. Notices
to PurchasePro by conventional mail must be sent to PurchasePro.com, Inc. having
a place of business at 7690 West Cheyenne Avenue, Las Vegas, Nevada 89129.

12.2 These Terms of Use and your rights and obligations hereunder may not be
transferred, sold or in any other way assigned by you without the written
permission of PurchasePro and shall inure to the benefit of PurchasePro's
successors, assigns and legal representatives whether by merger, consolidation
or otherwise. PurchasePro may assign these Terms of Use or any of its rights or
obligations under these Terms of Use to a company affiliated with, or a
successor to or assignee of, PurchasePro, or to any other third party.

12.3 User shall comply with all applicable laws, rules and regulations,
including without limitation the United States Foreign Corrupt Practices Act and
all applicable United States export control laws and regulations, in connection
with User's use of the Marketplace. Without limiting the generality of the
foregoing, User shall not use the Marketplace to carryout or facilitate
transactions with any residents of any countries to which the export or import
of commodities and technical data is prohibited by the Export Administration
Regulations of the U.S. Department of Commerce, the International Traffic in
Arms Regulations of the U.S. Department of State or the Enhanced Proliferation
Control Initiative (collectively, the "U.S. Export Controls").

12.4 The Marketplace is provided with "restricted rights." Use, duplication, or
disclosure by the U.S. Government is subject to the restrictions set forth in
Sub-paragraph 252.227-7013(c)(1)(ii) (Rights in Technical Data and Computer
Software) of the Department of Defense Federal Acquisition Regulations
Supplement, or Sub-paragraphs 52.227-19(a) through (d) (Commercial Computer
Software--Restricted Rights) of Title 48 of the Code of Federal Regulations, or
to PurchasePro's standard commercial license, as applicable.
Contractor/manufacturer is PurchasePro.com, Inc., 7690 West Cheyenne Avenue, Las
Vegas, Nevada 89129.

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12.5 These Terms of Use shall not constitute, give effect to, or otherwise
imply, a joint venture, pooling arrangement, partnership, agency or formal
business organization of any kind. Except as herein provided, no waiver,
modification or amendment of any provision of these Terms of Use shall be
effective against PurchasePro unless the same is in writing and signed by an
authorized official of PurchasePro. PurchasePro's failure to insist at any time
upon strict compliance with any term of these Terms of Use, or any delay or
failure on PurchasePro's part to exercise any power or right given to
PurchasePro in these Terms of Use, or a continued course of such conduct on
PurchasePro's part shall at no time operate as a waiver of such power or right,
nor shall any single or partial exercise preclude any other future exercise. If
any provision of these Terms of Use is declared invalid or otherwise
unenforceable, the enforceability of the remaining provisions shall be
unimpaired, and the parties shall replace the invalid or unenforceable provision
with a valid and enforceable provision that reflects the original intentions of
the parties as nearly as possible in accordance with applicable law. These Terms
of Use will be governed by and construed and enforced in accordance with the
substantive law of the State of Nevada. The parties consent to venue in Las
Vegas, Nevada and to the jurisdiction of competent Nevada federal courts for all
litigation which may be brought with respect to the terms of, and the
transactions and relationships contemplated by, these Terms of Use. These Terms
of Use shall benefit the parties hereto only. These Terms of Use set forth the
entire agreement and understanding of the parties relating to the subject matter
hereof and supersede any and all prior oral and written agreements,
understandings and quotations relating thereto.

PurchasePro, PurchasePro.com and PPRO are trademarks of PurchasePro. You may not
use, adopt or attempt to register anywhere in the world, whether alone or
together with any other mark, symbol or name any trade name or mark or service
name or mark that is similar or confusingly similar to any trade name or mark or
service name or mark of PurchasePro.

Signature: /s/ Patrick Rylee                    Date:
           ------------------------------             --------------------

NET STAFF - SAN FRANCISCO

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