THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY
TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT.

PURCHASEPRO.COM, INC.,  a Nevada corporation  CONVERTIBLE PROMISSORY NOTE

|$4,643,277.09 |  | December 31, 2001
|------------- |  | -----------------

FOR
VALUE RECEIVED,PURCHASEPRO.COM, INC., a Nevada corporation (the "Company"), hereby promises to pay to the order of Cheyenne Investments, LLC, a Nevada
limited liability company (hereinafter referred to as the "Holder"), or registered assigns, the original principal
amount of Four Million Six Hundred Forty-Three Thousand Two Hundred Seventy-Seven and 09/100 Dollars ($4,643,277.09), together with interest thereon from the date hereof at the rate of seven and
one-half percent (7.5%) per annum until paid in full. Interest shall be computed on the basis of the actual number of days elapsed over a 365-day year. Beginning
April 1, 2002, and until the earlier of the payment of this Note in full or April 1, 2003, and so long as the Company is not in default in making payments due to Holder under that
certain Settlement Agreement and Mutual Release of even date herewith, the principal amount of this Note shall automatically be reduced by any amount received by Holder as rent under any lease with a
third party for the premises located at 3291 N. Buffalo Drive, Suites 1 or 9, or 7690 W. Cheyenne, provided however, that such reduction shall not exceed $52,000 for any month.

This
Note shall be payable at 3291 N. Buffalo Drive, Suite 8, Las Vegas, Nevada 89129, or at such other place as Holder may designate in writing.

1.Payment of Note.If this Note has not been converted pursuant to Sections 2(a) or 2(b) hereof, then on
April 1, 2003, the Company shall pay Holder all of the principal due on this Note plus all accrued interest to such date. Company shall provide Holder with at least ten (10) business
days prior written notice of its intention to make any prepayment on the Note in whole or in part so as to allow Holder to determine whether to exercise its right of conversion hereunder with respect
to the portion of the Note being repaid.

2.Conversion.



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3.Default.If an "Event of Default" (as hereinafter defined) shall occur, then, and in each and every such
case, the Holder of this Note may by notice in writing to the Company declare all amounts under this Note to be forthwith due and payable (except that, in the case of an Event of Default under either
Section 3(e) or Section 3(f), this Note shall become immediately due and payable without notice) and thereupon the balance shall become so due and payable, without presentation, protest
or further demand or notice of any kind, all of which are hereby expressly waived. The Company covenants and agrees that, so long as this Note shall be outstanding, it will give prompt written notice
(with a description in reasonable detail) to the Holder of the occurrence of any Event of Default.

2

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Each
of the following events shall be deemed an "Event of Default":



4.Transfer.Upon surrender of this Note for transfer or exchange in whole or in part, a new Note or new Notes
of the same tenor, dated the date to which interest has been paid on the surrendered Note and in an aggregate principal amount equal to the unpaid principal amount of the Note so surrendered, will be
issued to and registered in the name of the transferee or transferees. The Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payments
and for all other purposes.

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5.Note Register.This Note is transferable only upon the books of the Company which it shall cause to be
maintained for such purpose. The Company may treat the registered holder of this Note as he or it appears on the Company's books at any time as the Holder for all purposes.

6.Loss, Etc., of Note.Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Note, and of indemnity reasonably satisfactory to the Company if lost, stolen or destroyed, and upon surrender and cancellation of this Note if mutilated, the Company shall execute
and deliver to the Holder a new Note of like date, tenor and denomination.

7.Amendment, Waiver Etc., By Holders.The terms of this Note may be amended or waived only upon the written
consent of the Company and the Holder.

8.Miscellaneous.This Note shall be governed by and construed in accordance with the laws of the State of
Nevada. The Company hereby waives presentment, demand, notice of nonpayment, protest and all other demands and notices in connection with the delivery, acceptance, performance or enforcement of this
Note. If an action is brought for collection under this Note, the Holder shall be entitled to receive all costs of collection, including, but not limited to, its reasonable attorneys' fees.

IN
WITNESS WHEREOF, the undersigned has caused this Convertible Promissory Note to be executed by the undersigned officer thereunto duly authorized as of the date first set forth above.

| |  | PURCHASEPRO.COM, INC.,
A NEVADA CORPORATION                  
| |  | -------------------------------------------------------------
| |  | By:                                                          
| |  | Holder:                                                      
| |  | CHEYENNE INVESTMENTS, LLC,
A NEVADA LIMITED LIABILITY COMPANY
| |  | By:                                                          

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