SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release ("Settlement Agreement") is made and entered into as of the 31st day of December, 2001, by and between CHEYENNE
INVESTMENTS LLC, a Nevada limited liability company with its principal office at 3291 North Buffalo, Suite 8, Las Vegas, Nevada 89129 ("Cheyenne") and PURCHASEPRO.COM, INC., a Nevada
corporation with its principal office at 7710 West Cheyenne Ave., Las Vegas, Nevada 89129 ("PurchasePro"), with respect to the following recitals of facts:

RECITALS

A.    Pursuant
to a Standard Office Lease Agreement, dated June 15, 1998 and a Standard Office Lease Agreement, dated January 20, 2000 and amended
December 20, 2000 (hereinafter collectively referred to as the "Leases"), PurchasePro leases from Cheyenne property located at 3291 N. Buffalo Drive (Suites 1, 2 and 9),
7660 W. Cheyenne (Suites 114), and 7690 W. Cheyenne, Las Vegas, Nevada 89129 (collectively, the "Leased Properties");

B.    Cheyenne
made certain tenant improvements to the Leased Properties having a value of approximately $3,166,483.51 (the "TI Expenditures").

C.    PurchasePro
provided Cheyenne notice of its intent to abandon the Leased Premises during October 2001 and vacated all of the Leased Properties on or before
November 1, 2002. PurchasePro continues to occupy the real property located at 7710 West Cheyenne Avenue and commonly referred to as Building 3 leased by it from Cheyenne under that
certain Standard Office Lease Agreement between the parties, dated January 20, 2000 (the "Continuing Lease").

D.    The
parties to this Settlement Agreement now wish to terminate the Leases (but not the Continuing Lease) and resolve all controversies between them to avoid the expense
and burden of further litigation, and therefore enter into this Settlement Agreement and the releases contained herein.

NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein, Cheyenne and PurchasePro (collectively, the "Parties") hereby agree as follows:



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IN
WITNESS WHEREOF, the Parties have caused this Settlement Agreement to be executed as of the day and year first above written.

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

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BILL OF SALE

THIS BILL OF SALEdated as of December 31, 2001, is being executed and delivered by
PurchasePro.com, Inc. a Nevada corporation (the "Company"), pursuant to that certain Mutual Release and Settlement Agreement dated December 31, 2001 (the "Settlement Agreement"), and
Cheyenne Investments, LLC, a Nevada limited liability company ("Buyer").

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company hereby agrees as follows:



[SIGNATURE PAGE TO FOLLOW]

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IN
WITNESS WHEREOF, Company has caused this Bill of Sale to be executed and delivered on the date and year first written above.

| |  | PurchasePro.com, Inc.
a Nevada corporation
| |  | ------------------------------------------
| |  | By:                                       
| |  | Name:                                     
| |  | Title:                                    

[SIGNATURE PAGE TO THE BILL OF SALE]

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