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                                 Office Depot



                               Statement of Work
                                       &
                           Network Access Agreement






                                PURCHASEPRO.COM




                             PurchasePro.com, Inc.
                        3291 N. Buffalo Drive, Suite 2
                              Las Vegas, NV 89129
                              702-316-7000 Phone
                               702-316-7001 Fax
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THIS AGREEMENT is entered into effective February 18, 2000 (hereinafter the
"Effective Date of this Agreement"), between PURCHASEPRO.COM INC. (hereinafter
"PPRO"), with its offices at 3291 N. Buffalo Drive, Suite 2, Las Vegas, NV
89129, and Office Depot, (hereinafter "Customer").  PPRO is the owner of a
computer-based information network (the "PPRO Network").  Information about
goods and services and a profile of each vendor will be accessible by Customer
using the PPRO Network pursuant to this Agreement.



TABLE OF CONTENTS

1.0  Business Objective

2.0  Executive Summary

3.0  Project Implementation

4.0  Financial Considerations

5.0  Term

6.0  Confidentiality

7.0  Warrenties

8.0  Assignability

9.0  Termination

10.0  Governing Law

11.0  Force Majeure

12.0  Abitration and Attorney's Fees

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1.0  BUSINESS OBJECTIVE

     PurchasePro.com has delivered a Virtual Private Marketplace (VPM) and
     desktop purchasing solution that links Office Depot customers with its
     existing and potential trading partners.


2.0  EXECUTIVE SUMMARY

     PurchasePro.com deploys an electronic commerce network over the Internet,
     helping businesses both large and small manage their supply chain and
     procurement activities.  Our company supports an international business-to-
     business network of buyers and vendors that use our software to source,
     communicate and transact business.  We create and maintain private e-
     commerce marketplaces for business enterprises allowing them to manage both
     the purchasing activities of their buyers and the contractual compliance of
     their vendors.  Links to vendor electronic catalogs allow up-to-the-minute
     information.  Secure bid management and retrieval allows the buyer to
     easily and instantaneously request pricing from multiple vendors.
     PurchasePro.com will provide 100,000 user-id's and password coded
     specifically for Office Depot business customers at the pre-negotiated
     price of $10 each per month.


3.0  PROJECT IMPLEMENTATION

     3.1  Phase I

     Scope of Work
     . Account setup. PurchasePro.com will provide 100,000 user-id's and
       passwords specifically coded with ODP for Office Depot.
     . Provide Network Access and any upgrades to Office Depot.
     . Provide on-going telephone customer support and help desk coverage.


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4.0  FINANCIAL CONSIDERATIONS

     4.1  PurchasePro.com Virtual Private Marketplace Fee Schedule
          (Prices Valid Until February 29, 2000)

<TABLE>
<CAPTION>

                  NATURE OF SERVICES                                         PRICE
--------------------------------------------------------------------------------------------------------
<S>                                                     <C>
User-ID and Password Fee
Includes 100,000 user-ids and passwords specifically    $10 per month per user for 100,000 user IDs and
 coded with ODP for Office Depot.                                          passwords
--------------------------------------------------------------------------------------------------------
</TABLE>


     4.2  Terms of Payment

     The User-ID and password Fee will be invoiced monthly in arrears and will
     be due within thirty (30) days after the date of the invoice.


5.0  Term

     This Agreement, unless terminated earlier by mutual agreement of the
     parties, shall expire on February 18, 2001.


6.0  Confidentiality

     The PPRO Network contains computer software which is valuable proprietary
     information owned by PPRO and is treated as confidential (such software
     being referred to hereafter as "PPRO Proprietary Information"). Customer is
     granted a non-assignable, non-exclusive, fully revocable license to install
     or make available the PPRO Proprietary Information on any computers
     designated by the Customer and to use the PPRO Network and PPRO Proprietary
     Information during the term of this Agreement solely for Customer's use in
     its purchasing operations.  Customer shall neither disclose, disseminate,
     or otherwise give the PPRO Proprietary Information to any other person,
     firm, or organization or any employee or agent of Customer who does not
     need to obtain access thereto unless such information is, at the time of
     such disclosure or dissemination, already part of the public domain or
     known or available to Customer from a source other than PPRO.  Under no
     circumstances may Customer modify, decompile, or reverse assemble any
     object code contained within the PPRO Proprietary Information. Nor may
     Customer copy, otherwise duplicate or use any of the PPRO Proprietary
     Information not already in Customer's possession as of the date of this
     Agreement or which becomes known or available to Customer from a source
     other than PPRO.  Customer shall use reasonable efforts to ensure that all
     persons afforded access to the PPRO Proprietary Information refrain from
     any such unauthorized use, copying, or disclosure.  Customer's obligations
     respecting the confidentiality of the PPRO Propriety Information shall
     survive termination of this Agreement and shall remain in effect for as
     long as Customer continues to possess or control any copyrighted PPRO
     Proprietary Information.

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7.0  Warranties

     In recognition of the fact that the unauthorized disclosure, copying, or
     use of the PPRO Proprietary Information could cause irreparable harm and
     significant injury to PPRO, which may be difficult to measure with
     certainty or to compensate through damages, Customer agrees that any court
     in the State of Nevada may grant such injunctive or other equitable relief
     as appropriate to enforce the provisions of this Agreement.  PPRO warrants
     and represents that it owns the rights in the PPRO network, including all
     necessary software, and has the power and authority to perform this
     Agreement.  PPRO agrees to indemnify, defend and hold harmless Customer
     against any loss, liability, claim, or damage that Customer may incur
     should any third party successfully challenge PPRO's rights in the PPRO
     Network or any related software.

8.0  Assignability

     Customer may not assign or transfer this Agreement or any interest herein
     (including, without limitation, rights and duties of performance) and this
     Agreement may not be involuntarily assigned or assigned by operation of
     law, without the prior written consent of PPRO, which consent may be
     withheld by PPRO in the sole and absolute exercise of its discretion.

9.0  Termination

     Customer may terminate this agreement upon notice to PPRO in the event that
     Customer does not accept either the trial version, beta version or final
     version of the VPM due to its failure to conform to the specifications and
     requirements of this Agreement.  If Customer terminates this Agreement
     under these conditions, it shall be entitled to an immediate refund of all
     fees paid to PPRO under this Agreement.  Either party may terminate this
     Agreement immediately upon written notice to the other party in the event
     any material breach of a term of this Agreement by such other party that
     remains uncured 30 days after notice of such breach (other than a breach of
     a payment obligation) was received by such other party or, if the breach is
     not reasonably capable of cure within 30 days, such longer period, not to
     exceed 60 days, so long as the cure is commenced within the 30-day period
     and thereafter is diligently prosecuted to completion as soon as possible
     and in any event within 60 days.

10.0  Governing Law

      This Agreement shall be governed by and construed in accordance with laws
      of the State of Nevada. This Agreement constitutes the entire agreement
      between the parties, and there are no understanding or agreements relative
      hereto other than those that are expressed herein. No change, waiver, or
      discharge hereof shall be valid unless in writing and executed by the
      party against whom such change, waiver, or discharge is sought to be
      enforced.

11.0  Force Majeure

      Each party to this agreement shall be excused from any delay or failure in
      its performance hereunder or under any Ancillary Agreement, other than for
      payment of money, caused by any labor dispute, government requirement, act
      of God, or any other cause beyond its control. Such party shall undertake
      reasonable commercial efforts to cure any such failure or delay in
      performance arising from a force majeure condition, and

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      shall timely advise the other party of such efforts. If such delaying
      cause shall continue for more than ten (10) days, the party injured by the
      inability of the other to perform shall have the right upon ten (10) days
      prior written notice to terminate the Agreement.

12.0  Arbitration and Attorneys' Fees

     (a)  Arbitration

     In the event of a dispute between the parties arising under this Agreement
     or an Ancillary Agreement, the parties shall submit to binding arbitration
     in Las Vegas, Nevada, before a single arbitrator knowledgeable of e-
     commerce 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.

     (b)  Attorneys' Fees

     If any arbitration or litigation is commenced between or among parties to
     this Agreement or any Ancillary Agreement or their personal representatives
     concerning any provisions of this Agreement or any Ancillary 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.

In witness whereof, the parties have executed this Agreement as of the Effective
Date of this Agreement above.


PurchasePro.com, Inc.        Office Depot


By: __________________ Date: _____    By: __________________ Date: _____

Title: ___________________________    Title: ___________________________


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