SUPPLIERMARKET COM INC /DE S-1/A

AMENDMENT #1 TO FORM S-1

CERTIFICATE OF AMENDMENT TO AMENDED & RESTATED

CERTIFICATE OF INCORPORATION OF SUPPLIERMARKET.COM, INC.

FORM OF AMENDED & RESTATED BY-LAWS

WARRANT TO PURCHASE STOCK ISSUED BY THE REGISTRANT

EMPLOYMENT AGREEMENT, ASIF SATCHU

AMENDED & RESTATED STOCK RESTRICTION AGREEMENT

CONSENT OF PRICEWATERHOUSECOOPERS LLP

FINANCIAL DATA SCHEDULE