SUPPLIERMARKET COM INC/DE S-1

FORM S-1

AMENDED AND RESTATED CERT. OF INCORP. OF THE REGISTRANT

CERTIFICATE OF AMEND. TO THE RESTATED CERT. OF INCORP.

BY-LAWS OF THE REGISTRANT

AMENDED AND RESTATED REG. RIGHTS AGREE.

LEASE, DATED DEC. 15, 1999 BETWEEN REGISTRANT & ZUCKERMAN

EMPLOYMENT AGREEMENT WITH JONATHAN BURGSTONE

AMENDED AND RES. STOCK AGREE. WITH JONATHAN BURGST

1999 STOCK OPTION PLAN

SERVICE AGREEMENT BETWEEN REGISTRANT & TRINET

CONSENT OF PRICEWATERHOUSECOOPERS LLP

FINANCIAL DATA SCHEDULE