FREEMARKETS INC S-1

S-1

FREEMARKETS, INC.

EX-3.1.A

AMENDED & RESTATED CERTIFICATE OF INCORPORATION

EX-3.1.B

FORM OF AMENDED & RESTATED CERTIFICATE OF INC.

EX-3.2.A

AMENDED AND RESTATED BYLAWS

EX-3.2.B

FORM OF AMENDED & RESTATED BYLAWS

EX-4.1

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

EX-10.2.A

SYSTEMS & SERVICES AGREEMENT

EX-10.2.B

SIDE LETTER AGREEMENT

EX-10.3.A

LEASE AGREEMENT

EX-10.3.B

FIRST AMENDMENT TO LEASE

EX-10.4.A

LOAN & SECURITY AGREEMENT

EX-10.4.B

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

EX-10.5

1996 STOCK INCENTIVE PLAN

EX-10.6

AMENDED & RESTATED STOCK INCENTIVE PLAN

EX-10.7

EMPLOYEE STOCK PURCHASE PLAN

EX-21.1

SUBSIDIARIES

EX-23.1

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-27.1

FINANCIAL DATA SCHEDULE

EX-27.2

FINANCIAL DATA SCHEDULE

EX-27.3

FINANCIAL DATA SCHEDULE

EX-27.4

FINANCIAL DATA SCHEDULE

EX-27.5

FINANCIAL DATA SCHEDULE