SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                   FORM 10-Q



[Mark One]
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended March 31, 2001

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from ____________ to ____________


                        Commission File Number: 000-27803
                                ---------------

                               SCIQUEST.COM, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                  56-2127592
     (State or other Jurisdiction                        (I.R.S. Employer
     of incorporation or organization)                   Identification No.)

      5151 McCrimmon Parkway, Suite 216                     27560
        Morrisville, North Carolina                       (Zip Code)
  (Address of principal executive offices)


                                 (919) 659-2100
              (Registrant's telephone number, including area code)
                          ---------------------
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]

      As of May 10, 2001, 28,951,540 shares of Common Stock, $.001 par value,
were outstanding.

<PAGE>

                               SCIQUEST.COM, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                  <C>
PART I - FINANCIAL INFORMATION:

ITEM 1: FINANCIAL STATEMENTS

        Consolidated Balance Sheets at March 31, 2001 (unaudited) and
        December 31, 2000                                                              3

        Consolidated Statements of Operations for the Three Months Ended
        March 31, 2001 and 2000 (unaudited)                                            4

        Consolidated Statements of Cash Flows for the Three Months Ended
        March 31, 2001 and 2000 (unaudited)                                            5

        Notes to Consolidated Financial Statements                                     6

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS                                                         16

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                    34


PART II - OTHER INFORMATION:

ITEM 1: LEGAL PROCEEDINGS                                                             35

ITEM 2: CHANGES IN SECURITIES                                                         35

ITEM 3: DEFAULTS IN SECURITIES                                                        35

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                           35

ITEM 5: OTHER INFORMATION                                                             35

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K                                              35

SIGNATURES                                                                            38

</TABLE>

                                       2

<PAGE>

                                     PART I

   Item 1. Financial Statements


                               SciQuest.com, Inc.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           March 31,        December 31,
                                                                              2001             2000
                                                                         --------------   --------------
                                                                          (unaudited)
     <S>                                                                      <C>               <C>
                                          Assets
 Current assets:
   Cash and cash equivalents                                             $  32,103,495    $  20,162,831
   Short-term investments                                                   16,262,820       29,414,789
   Accounts receivable, net                                                 11,430,965       16,163,830
   Prepaid expenses and other current assets                                 4,204,673        4,274,742
                                                                         --------------   --------------
     Total current assets                                                   64,001,953       70,016,192

   Long-term investments                                                    12,914,446       19,289,276
   Property and equipment, net                                               9,525,104        9,901,220
   Capitalized software and web site development costs, net                 11,119,091        9,808,625
   Goodwill and other long-term assets, net                                 83,135,518       94,177,385
                                                                         --------------   --------------
     Total assets                                                        $ 180,696,112    $ 203,192,698
                                                                         ==============   ==============
                            Liabilities and Stockholders' Equity
 Current liabilities:
   Accounts payable                                                      $   6,310,359    $   6,010,197
   Accrued liabilities                                                       5,492,501        6,403,036
   Deferred revenues                                                         1,537,160        1,033,238
   Current maturities of capital lease obligations                           1,108,559        1,096,921
                                                                         --------------   --------------
     Total current liabilities                                              14,448,579       14,543,392
                                                                         --------------   --------------
   Capital lease obligations, less current maturities                        1,326,323        1,524,457
   Commitments and contingencies                                                    --               --

 Stockholders' equity:
   Common stock, $0.001 par value; 90,000,000 shares authorized;
    28,843,100 and 28,696,097 shares issued and outstanding as of
    March 31, 2001 and December 31, 2000, respectively                          28,843           28,696
   Additional paid-in capital                                              317,599,237      319,475,952
   Deferred compensation                                                    (3,932,588)      (4,543,903)
   Deferred customer acquisition costs                                      (3,314,188)      (4,849,235)
   Accumulated other comprehensive loss                                        (22,748)          (5,369)
   Accumulated deficit                                                    (145,437,346)    (122,981,292)
                                                                         --------------   --------------
     Total stockholders' equity                                            164,921,210      187,124,849
                                                                         --------------   --------------
     Total liabilities and stockholders' equity                          $ 180,696,112    $ 203,192,698
                                                                         ==============   ==============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       3


<PAGE>

                               SciQuest.com, Inc.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                   Three Months Ended March 31,
                                                                                     2001                 2000
                                                                                --------------      ----------------
<S>                                                                                  <C>                 <C>
Revenues:
  E-commerce (net of $54,896, and $0, respectively, of non-cash buyer           $  11,686,801       $     4,979,655
    incentive warrants)
  License fees and other professional services                                        900,394               124,139
                                                                                --------------      ----------------
    Total revenues                                                                 12,587,195             5,103,794
                                                                                --------------      ----------------
Cost of revenues:
  Cost of e-commerce                                                               11,282,025             4,751,932
  Cost of license fees and other professional services (includes $593,471
    and $0, respectively, of amortization of capitalized software costs)            1,006,809                50,000
                                                                                --------------      ----------------
    Total cost of revenues                                                         12,288,834             4,801,932
                                                                                --------------      ----------------
    Gross profit                                                                      298,361               301,862
                                                                                --------------      ----------------
Operating expenses:
  Development (includes $122,847 and $535,467, respectively, of
    stock-based employee compensation)                                              4,213,167             3,580,685
  Sales and marketing (includes $134,856 and $404,371, respectively, of
    stock-based employee compensation and ($223,443) and $696,028,
    respectively, of stock-based customer acquisition (benefits) expenses)          4,332,804             6,466,907
  General and administrative (includes $254,598 and $1,181,625, respectively,
    of stock-based employee compensation and $10,229,547, and $1,292,591,
    respectively, of goodwill amortization)                                        15,331,074             5,923,559
  Purchased in-process research and development                                            --               700,000
                                                                                --------------      ----------------
    Total operating expenses                                                       23,877,045            16,671,151
                                                                                --------------      ----------------
Operating loss                                                                    (23,578,684)          (16,369,289)
                                                                                --------------      ----------------
Interest income (expense):
  Interest income                                                                   1,172,097             2,145,730
  Interest expense                                                                    (49,467)              (36,805)
                                                                                --------------      ----------------
    Net interest income                                                             1,122,630             2,108,925
                                                                                --------------      ----------------
Loss before income taxes                                                          (22,456,054)          (14,260,364)
Income tax benefit                                                                         --                54,695
                                                                                --------------      ----------------
Net loss                                                                        $ (22,456,054)      $   (14,205,669)
                                                                                ==============      ================
Net loss per common share--basic and diluted                                    $       (0.78)      $         (0.53)
                                                                                ==============      ================
Weighted average common shares outstanding--basic and Diluted                      28,797,934            26,645,896

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                               SciQuest.com, Inc.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                    Three Months Ended March 31,
                                                                                ------------------------------------
                                                                                      2001               2000
                                                                                ---------------     ----------------
<S>                                                                                  <C>                   <C>
Cash flows from operating activities
  Net loss                                                                      $  (22,456,054)     $   (14,205,669)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                   12,907,353            1,856,527
    Bad debt expense                                                                         0               41,413
    Non-cash buyer incentive warrants                                                   16,028                   --
    Purchased in-process research and development                                           --              700,000
    Deferred tax benefit                                                                    --              (54,695)
    Amortization of deferred compensation                                              512,301            2,121,463
    Amortization of deferred customer acquisition costs                               (184,576)             696,028
    Amortization of discount on investments                                            (21,895)            (179,690)
    Changes in operating assets and liabilities:
      Accounts receivable                                                            4,732,865           (3,943,816)
      Prepaid expenses and other assets                                                 70,069               68,125
      Other long-term assets                                                           690,895                   --
      Accounts payable                                                                 300,162              276,735
      Accrued liabilities                                                             (910,535)           3,209,962
      Deferred revenue                                                                 503,922              (23,055)
                                                                                ---------------     ----------------
        Net cash used in operating activities                                       (3,839,465)          (9,436,672)
                                                                                ---------------     ----------------
Cash flows from investing activities
  Purchase of property and equipment and capitalized software                       (3,590,730)          (2,551,121)
  Cash received from acquisitions                                                           --              529,865
  Cash paid for acquisitions                                                                --           (1,955,787)
  Maturity of investments                                                           20,990,742            4,500,000
  Purchase of investments, including restricted cash                                (1,442,048)         (21,153,298)
                                                                                ---------------     ----------------
        Net cash provided by (used in) investing activities                         15,957,964          (20,630,341)
                                                                                ---------------     ----------------
Cash flows from financing activities
  Repayment of capital lease obligations                                              (186,496)            (115,683)
  Proceeds from exercise of common stock warrants and options                           26,040              740,185
  Proceeds from sale of restricted common stock                                             --              339,750
                                                                                ---------------     ----------------
        Net cash provided by (used in) financing activities                           (160,456)             964,252
                                                                                ---------------     ----------------
Effect of exchange rate changes on cash and cash equivalents                           (17,379)                  --
                                                                                ---------------     ----------------
Net increase (decrease) in cash and cash equivalents                                11,940,664          (29,120,761)
Cash and cash equivalents at beginning of period                                    20,162,831           98,126,414
                                                                                ---------------     ----------------
Cash and cash equivalents at end of period                                      $   32,103,495      $    69,023,653
                                                                                ===============     ================
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>


                               SciQuest.com, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  The Company

     SciQuest.com, Inc. ("SciQuest.com" or the "Company"), which began
operations in 1995, is a technology and solutions company that provides
integrated e-commerce and research asset management solutions for research
enterprises and their supply chain partners worldwide. The Company earns
revenues from e-commerce transactions generated by purchases made through the
SciQuest.com web sites. In addition, SciQuest.com has historically earned
revenue for advertising on its web sites and advertising in the printed
catalogue of scientific products (the "Source Book"), which is prepared and
distributed by the Company's subsidiary, BioSupplyNet, Inc. ("BioSupplyNet") and
on commissions received for the auction of used scientific equipment by the
Company's subsidiary, Internet Auctioneers International, Inc. ("IAI"). In
October 2000, it was determined the BioSupplyNet and IAI operations would be
eliminated (see Note 5). The Company also recognizes revenues from its
subsidiary, EMAX Solution Partners, Inc. ("EMAX"), which provides customized
electronic research solutions designed to integrate chemical information systems
to improve productivity and compliance for pharmaceutical, scientific and
research companies.


2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

     The unaudited interim consolidated financial statements as of and for the
three months ended March 31, 2001 and March 31, 2000 have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC") for interim financial reporting. These consolidated
financial statements are unaudited and, in the opinion of management, include
all adjustments necessary to present fairly the consolidated balance sheets,
statements of operations and statements of cash flows for the periods presented
in accordance with generally accepted accounting principles. The consolidated
balance sheet at December 31, 2000 has been derived from the audited
consolidated financial statements at that date. Certain information and footnote
disclosures have been omitted in accordance with the rules and regulations of
the SEC. These interim consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto for the
year ended December 31, 2000 included in the Company's Form 10-K, filed with the
SEC on April 2, 2001. The results of operations for the three months ended March
31, 2001 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2001.

Use of Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Principles of Consolidation

     The consolidated financial statements include the accounts of SciQuest.com,
Inc. and its wholly-owned subsidiaries, BioSupplyNet, Inc., Internet Auctioneers
International, Inc., Intralogix, Inc. ("Intralogix"), SciCentral, Inc.
("SciCentral"), EMAX Solution Partners, Inc., and SciQuest Europe Limited. All
significant intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

     The Company considers all highly liquid investments with a maturity of
three months or less at the date of purchase to be cash equivalents.


                                       6
<PAGE>

                               SciQuest.com, Inc.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Investments

     The Company considers all investments that are not considered cash
equivalents and with a maturity of less than one year from the balance sheet
date to be short-term investments. The Company considers all investments with a
maturity of greater than one year to be long-term investments. All investments
are considered as held-to-maturity and are carried at amortized cost, as the
Company has both the positive intent and ability to hold them to maturity.
Interest income includes interest, amortization of investment purchases premiums
and discounts, and realized gains and losses on sales of securities. Realized
gains and losses on sales of investment securities are determined based on the
specific identification method.

Restricted Cash

     At March 31, 2001 and December 31, 2000, restricted cash of $500,000 and
$780,000 included in cash and cash equivalent and long-term investments,
respectively, is comprised of certificate of deposits which serve as collateral
for the Company's lease commitments and officer loans guaranteed by the Company.

Accounts Receivable

     The Company bears all risk of loss on credit sales of scientific products
in e-commerce transactions. Accounts receivable are presented net of an
allowance for doubtful accounts.

Property and Equipment

     Property and equipment is primarily comprised of furniture and computer
equipment which are recorded at cost and depreciated using the straight-line
method over their estimated useful lives which are usually seven years and three
to five years for furniture and computer software and equipment, respectively.
Property and equipment includes certain equipment under capital leases. These
items are depreciated over the shorter of the lease period or the estimated
useful life of the equipment.

Development Costs

     Development costs include expenses incurred by the Company to develop,
enhance, manage, monitor and operate the Company's web sites and costs of
managing and integrating data on the Company's web sites and developing software
to be licensed. The Company capitalizes certain development costs of internal
use software associated with the development of the Company's web sites and
internal applications and amortizes these costs to development expense over the
useful life of the related applications, which generally ranges from three
months to one year.

Capitalized Software Costs

     Software development costs related to software products sold to customers
are required to be capitalized beginning when a product's technological
feasibility has been established and ending when a product is available for
general release to customers. Capitalized software costs result from the
acquisitions of EMAX and BioSupplyNet as determined by valuations prepared by
management and from developing standardized versions of software products for
sale. Capitalized software costs are typically amortized over a period of three
years.

Intangible Assets

     Intangible assets consist of goodwill and certain other intangible assets
acquired in the Company's various acquisitions. Goodwill is amortized over three
to five years. All other intangible assets are amortized over a period of three
years.

                                       7
<PAGE>


                               SciQuest.com, Inc.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


Purchased In-Process Research and Development

     The acquisition cost of in-process technology that at the date of purchase
has not achieved technological feasibility and has no alternative future use is
charged to operations in the period such technology is acquired. Purchased
in-process research and development costs relate to the acquisition of EMAX,
(see Note 3) and was determined by a valuation prepared by management.

Fair Value of Financial Instruments

     The carrying value of cash and cash equivalents, accounts payable and
accounts receivable at March 31, 2001 and December 31, 2000 approximated their
fair value due to the short-term nature of these items. The Company considers
its short-term and long-term investments to be held-to-maturity, and therefore
these investments are carried at amortized cost.

Impairment of Long-Lived Assets

     The Company evaluates the recoverability of its property and equipment and
intangible assets in accordance with Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of" ("SFAS No. 121"). SFAS No. 121 requires long-lived
assets to be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. An
impairment is recognized in the event that the net book value of an asset
exceeds the future undiscounted cash flows attributable to such asset or the
business to which such asset relates. No impairments were required to be
recognized during the three month periods ended March 31, 2001 and 2000. As part
of the restructuring plan during the year ended December 31, 2000, an impairment
of approximately $768,000 of long-lived assets was recognized related to the
elimination of unprofitable business lines.

If the Company's market capitalization is consistently lower than the carrying
value of recorded net assets, an impairment analysis may be required.

Revenue Recognition

     In April 1999, the Company began earning almost all of its revenues from
the sale of scientific products through its e-commerce web sites. In addition,
in June 2000, the Company began selling scientific equipment. Prior to April
1999, the Company's revenues were primarily derived from advertising on its web
sites. With the acquisition of EMAX in March 2000, the Company began deriving
revenues from custom software development and implementation services, from
sales of software licenses, and from support and maintenance contracts.

     Revenues received from the sale of scientific products in e-commerce
transactions and from the sale of scientific equipment are recorded as product
revenues on a gross basis and are recognized by the Company upon delivery to the
customer. A reserve for returns is recognized for estimated product returns.

     Advertising revenues are recognized ratably over the period in which the
advertisement is displayed, provided that the Company has no significant
remaining obligations to the advertiser and that collection of the resulting
receivable is probable. Revenues from advertising included in the Source Book
are recognized at the date the Source Book is published and distributed to the
purchasers of scientific products as the Company has met all of its obligations
to the advertisers at that date.

     Revenues received from the auction of used scientific products by the
Company's subsidiary, IAI, represent commissions which are determined based on a
percentage of the value of the scientific products sold. The Company recognizes
these commissions in revenue at the date the related piece of scientific
equipment is accepted by the buyer.

                                       8
<PAGE>


                               SciQuest.com, Inc.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


     With the acquisition of EMAX in March 2000, revenues from the sale of
software licenses and custom development and implementation services under
fixed-fee contracts are recognized using the percentage-of-completion method
over the term of the development and implementation services. Revenues from the
sale of standardized versions of the EMAX software are recognized upon customer
acceptance in accordance with Statement of Position 97-2, "Software Revenue
Recognition." Revenues from implementation services are recognized concurrently
with the effort and costs incurred by the Company, at billable rates specified
in the terms of the contract. Losses expected to be incurred on custom
development and implementation services contracts in process, for which the fee
is fixed, are charged to income in the period in which the estimated losses are
initially identified. The Company sells maintenance contracts to provide updates
and standard enhancements to its software products. Maintenance fee revenue is
recognized ratably over the term of the arrangements, generally one year.

Cost of Revenues

     Cost of e-commerce revenues represents the purchase price to the Company of
the scientific products sold through its e-commerce web sites and of scientific
equipment, shipping and handling fees and the cost of maintaining such web
sites. The Company generally takes legal title to the scientific products and
equipment purchased at the date of shipment and relinquishes title to its
customers upon delivery.

     In addition, the Company bears all credit risk for its sales of scientific
products to its customers.

     The cost of software licensing, implementation and maintenance revenues
consists primarily of personnel costs for employees who work directly on the
development and implementation of customized electronic research solutions and
who provide maintenance to customers, and also consists of the amortization of
capitalized software development costs. Cost of advertising and subscription
revenue includes the cost of preparing the advertisements for display on the
Company's web sites and the cost of publishing and distributing the Source Book.
Advertising production costs are recorded as cost of revenues the first time an
advertisement appears on the Company's web sites.

Sales and Marketing Expenses

     Sales and marketing expenses consist primarily of costs, including salaries
and sales commissions, of all personnel involved in the sales process. Sales and
marketing expenses also include costs of advertising, trade shows and certain
indirect costs and amortization of deferred customer acquisition costs. All
costs of advertising the services and products offered by the Company are
expensed as incurred.

Deferred Customer Acquisition Costs

     Deferred customer acquisition costs relate to common stock warrants given
to several key suppliers and buyers of scientific products. The amount of
deferred customer acquisition costs is adjusted each reporting period based on
changes in the fair value of the warrants until such date as the warrants are
fully vested and non-forfeitable. Deferred customer acquisition costs will be
amortized as a non-cash charge to sales and marketing expense over the term of
the related contractual relationship using a cumulative catchup method. The
terms of the contractual relationships range from three to five years. Deferred
customer acquisition costs are presented net of accumulated amortization.

Sales Incentives

     The Company has agreed to issue to certain major enterprise buyers
additional incentive warrants, the number of which is based on each buyer's
volume of purchases during the years 2000, 2001 and 2002. The value of these
warrants is determined using the Black Scholes Model at the issuance date,
adjusted periodically using the cumulative catch-up approach (see Note 6). The
value of incentive warrants is presented as a reduction to revenues in the
Consolidated Statements of Operations.

                                       9
<PAGE>

                               SciQuest.com, Inc.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


Income Taxes

     The Company accounts for income taxes using the liability method which
requires the recognition of deferred tax assets or liabilities for the temporary
differences between financial reporting and tax bases of the Company's assets
and liabilities and for tax carryforwards at enacted statutory tax rates in
effect for the years in which the differences are expected to reverse.

     The effect on deferred taxes of a change in tax rates is recognized in
income in the period that includes the enactment date. In addition, valuation
allowances are established when necessary to reduce deferred tax assets to the
amounts expected to be realized.

Stock Based Compensation

     The Company accounts for non-cash stock based compensation in accordance
with the provisions of Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees", and its related interpretations, which states
that no compensation expense is recognized for stock options or other
stock-based awards to employees that are granted with an exercise price equal to
or above the estimated fair value per share of the Company's common stock on the
grant date. In the event that stock options are granted with an exercise price
below the estimated fair market value of the Company's common stock at the grant
date, the difference between the fair market value of the Company's common stock
and the exercise price of the stock option is recorded as deferred compensation.
Deferred compensation is amortized to compensation expense over the vesting
period of the related stock option.

     The Company has adopted the disclosure requirements of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation", which requires certain pro forma disclosures as if compensation
expense was determined based on the fair value of the options granted at the
date of the grant.

Credit Risk, Significant Customers and Concentrations

     Financial instruments that potentially subject the Company to a
concentration of credit risk consist of cash and cash equivalents, accounts
receivable and investments. Cash and cash equivalents are deposited with high
credit quality financial institutions which invest primarily in U.S. Government
securities, highly rated commercial paper and certificates of deposit guaranteed
by banks which are members of the FDIC. The counterparties to the agreements
relating to the Company's investments consist primarily of the U.S. Government
and various major corporations with high credit standings. Substantially all of
the Company's revenues are from sales transactions originating in the United
States.

     The Company relies on a number of third party suppliers for various
services, including e-commerce fulfillment services. While the Company believes
it could obtain these services from other qualified suppliers on similar terms
and conditions, a disruption in supply of these services by the current
suppliers could materially harm the business.

Comprehensive Income (Loss)

     The Company's only item of other comprehensive income during the three
months ended March 31, 2001 was the foreign currency translation adjustment. The
Company had no items of other comprehensive income for the three months ended
March 31, 2000.

Segment Reporting

     As a result of the acquisition of EMAX (see Note 3), the Company has
determined that it has separately reportable operating segments, as defined by
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS No. 131"). SFAS No.



                                       10

<PAGE>

                               SciQuest.com, Inc.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


131 supersedes SFAS No. 14, "Financial Reporting for Segments of a Business
Enterprise", replacing the "industry segment" approach with the "management"
approach. The management approach designates the internal organization that is
used by management for making operating decisions and assessing performance as
the source of the Company's reportable segments. SFAS No. 131 also requires
disclosures about products and services, geographic areas, and major customers.
The adoption of SFAS No. 131 did not affect results of operations or financial
position but did affect the disclosure of segment information (see Note 4).

Net Income (Loss) Per Common Share

     Basic net income (loss) per common share is computed by dividing net income
(loss) available to common stockholders by the weighted average number of common
shares outstanding. Diluted net income (loss) per common share is computed by
dividing net income (loss) available to common stockholders by the weighted
average number of common shares and dilutive potential common share equivalents
then outstanding. Potential common shares consist of shares issuable upon the
exercise of stock options and warrants and shares issuable upon conversion of
Class B common stock and convertible preferred stock. The calculation of the net
loss per share available to common stockholders for the three months ended March
31, 2001 and 2000 does not include 4,772,960 and 6,829,374, respectively, of
potential shares of common stock equivalents, as their impact would be
anti-dilutive.

Reclassifications

     Certain prior period amounts have been reclassified to conform with the
current period presentation.

Recent Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Investments
and Hedging Activities," ( "SFAS No. 133 "). SFAS No. 133 establishes a new
model for accounting for derivatives and hedging activities and supercedes
several existing standards. SFAS No. 133, as amended by SFAS No. 137, is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
The Company does not invest in derivative financial instruments, and therefore
the adoption of SFAS No. 133 did not have a material impact on the consolidated
financial statements.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101") which addresses certain criteria for revenue recognition. The Company's
adoption of SAB 101 in 2000 did not have a material impact on the Company's
consolidated financial position or results of operations.

Employee Stock Purchase Plan

     During 2000, the Board of Directors reserved 1,100,000 shares of the
Company's common stock for issuance under the Employee Stock Purchase Plan (the
"ESPP"). The ESPP has two six-month offering periods (each an "Offering Period")
annually, beginning May 1 and November 1, respectively. The first Offering
Period under the ESPP ended on November 1, 2000. Eligible employees can elect to
make deductions from 1% to 20% of their compensation during each payroll period
of an Offering Period. Special limitations apply to eligible employees who own
5% or more of the outstanding common stock of the Company. None of the
contributions made by eligible employees to purchase the Company's common stock
under the ESPP are tax deductible to the employees. At the end of an Offering
Period, the total payroll deductions by an eligible employee for that Offering
Period will be used to purchase common stock of the Company at a price equal to
85% of the lesser of (a) the reported closing price of the Company's common
stock for the first day of the Offering Period, or (b) the reported closing
price of the common stock for the last day of the Offering Period.

                                       11
<PAGE>


                               SciQuest.com, Inc.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


 3.  Acquisitions

  Intralogix

     On January 14, 2000, the Company purchased all of the outstanding stock of
Intralogix, Inc. in exchange for the issuance of 26,930 shares of the Company's
common stock with a value of approximately $1,828,000 at the closing date of the
acquisition, cash payments in the amount of $295,000 (including $61,000 for
acquisition-related expenses) and the assumption of $71,500 in net liabilities
of Intralogix. This acquisition was accounted for using the purchase method of
accounting.

     Of the total purchase price of Intralogix, $600,000 was allocated to the
web site developed and operated by Intralogix and approximately $1,589,000 was
allocated to goodwill, which represents the excess of the purchase price over
the fair value of assets acquired less liabilities assumed. Goodwill related to
this acquisition is being amortized over a period of three years. An immaterial
amount of purchase price was allocated to the tangible assets of Intralogix.

  SciCentral

     On February 2, 2000, the Company purchased all of the outstanding stock of
SciCentral, Inc. in exchange for the issuance of 40,000 shares of the Company's
common stock with a value of $2,534,000 at the closing date of the acquisition,
cash payments of $112,000 for acquisition-related expenses and the assumption of
approximately $15,000 in net liabilities of SciCentral. This acquisition was
accounted for using the purchase method of accounting.

     Of the total purchase price of SciCentral, approximately $2,372,000 was
allocated to goodwill, which represents the excess of purchase price over the
fair value of the assets acquired less the liabilities assumed. Goodwill related
to this acquisition is being amortized over a period of three years. In
connection with the purchase of SciCentral, a former shareholder and employee of
SciCentral entered into a two-year employment agreement with the Company. In the
event that this individual voluntarily terminates his employment prior to the
end of the two year period, this individual would be required to pay to the
Company an amount equal to $286,000, reduced by approximately $36,000 upon
completion of each 90 day period of continuous employment. The Company also
entered into a three-year non-compete agreement with this individual. The
$286,000 has been recorded as deferred compensation and is being amortized to
stock-based compensation expense over a period of two years. An immaterial
amount of purchase price was allocated to the tangible assets of SciCentral.

  EMAX

     On March 22, 2000, the Company purchased all of the outstanding common and
preferred stock of EMAX Solution Partners, Inc. in exchange for the issuance of
1,584,010 shares of the Company's common stock with a total fair value of
$96,910,000, which is based on the average closing price of the common stock of
$61.175 for the two-day period immediately preceding and following the date of
the announcement of the acquisition of EMAX. In addition, the Company assumed
approximately $3,539,000 in net liabilities and incurred costs of approximately
$2,441,000 related to this acquisition. The Company also assumed EMAX's
obligations under its qualified employee incentive stock option plan for EMAX
employees. As a result of this, 374,152 shares of common stock have been
reserved by the Company as replacement options with an average exercise price of
$15.73 per share. The fair value of these options, which was estimated to be
$20,392,000 using the Black-Scholes option pricing model, is included as a
component of the total purchase price related to this acquisition. The
acquisition has been accounted for using the purchase method of accounting and,
accordingly, the total purchase price of approximately $123.3 million was
allocated to the assets acquired and liabilities assumed based on estimated fair
values. The fair value assigned to intangible assets acquired was based on a
valuation prepared by management of the Company.

                                       12
<PAGE>


                               SciQuest.com, Inc.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


     Of the total purchase price, $2,398,000 was allocated to the tangible
assets of EMAX, which were comprised of cash, accounts receivable, property and
equipment and prepaid and other assets. In addition, $6,000,000 was allocated to
developed software costs, $22,000,000 was allocated to the EMAX registered
trademark and $700,000 was allocated to purchased in-process research and
development ("IPR&D"). The remaining purchase price of approximately $94,119,000
has been allocated to goodwill. The trademark, goodwill and developed software
costs are all being amortized over a period of three years.

     The $700,000 of IPR&D was based on a valuation prepared by management and
relates to software development projects that had not yet reached technological
feasibility and had no alternative future use at the date of the acquisition of
EMAX.

     In addition, the Company granted to EMAX employees a total of 113,980
SciQuest.com stock options, pursuant to the SciQuest.com 1999 Stock Incentive
Plan. These options were granted at an exercise price that was less than the
fair value of the Company's stock on the date of grant. In connection with the
grant of these options, the Company recorded $5,180,000 of deferred compensation
which is being amortized in accordance with the vesting schedule of the related
options.

 4.  Business Segment Data

     As a result of the acquisition of EMAX, the Company operates in two
business segments - e-commerce transactions and license fees and other
professional services. Substantially all operations are in the United States.

                                         Three Months Ended March 31, 2001
                               ----------------------------------------------
                                               License fees
                                                 and other
                                               professional
                               E-Commerce        services       Consolidated
                               -----------     ------------    --------------
Total assets                   $ 90,320,911    $ 90,375,201    $ 180,696,112
                               ============    ============    =============
Revenues - external customers  $ 11,686,801    $    900,394    $  12,587,195

Operating loss                 $(10,992,359)   $(12,586,325)   $ (23,578,684)

Interest income, net                                               1,122,630
                                                               -------------
Loss before income taxes                                       $ (22,456,054)
                                                               =============


                                         Three Months Ended March 31, 2000
                               ----------------------------------------------
                                               License fees
                                                 and other
                                               professional
                               E-Commerce        services      Consolidated
                               -----------     ------------    --------------
Total assets                   $155,294,279    $123,845,610    $279,139,889
                               ============    ============    =============
Revenues - external customers  $  4,979,655    $    124,139    $  5,103,794

Operating loss                 $(13,208,689)   $ (3,160,600)   $(16,369,289)

Interest income, net                                              2,108,925
                                                               -------------
Loss before income taxes                                       $(14,260,364)
                                                               =============


                                       13
<PAGE>

                               SciQuest.com, Inc.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

 5.  Restructuring

     In November 2000, the Company announced a restructuring of its e-commerce
business. The restructuring includes the elimination of certain unprofitable
business lines and a resultant reduction in its workforce of approximately 10
percent of the employees located in the United States. The total restructuring
charge was $2.2 million and included a write-off of approximately $0.8 million
of assets relating to the unprofitable business lines to be eliminated.

     Per SEC Staff Accounting Bulletin 100 and Emerging Issues Task Force Issue
No. 94-3, the following table summarizes information about the Company's
restructuring plan:

<TABLE>
                                                                                 Remaining
                                            Restructuring        Charges to      Liability at
                                                Plan             Liability       March 31, 2001
                                            -------------       ------------    ----------------
<S>                                              <C>                 <C>              <C>
Number of employees                                   44                  39                5
Involuntary termination benefits            $  1,241,891        $    932,840    $     309,051
Write-down of net assets of IAI,
  Inc. and BioSupplyNet, Inc.                    960,379             912,842           47,537
                                            -------------       -------------   --------------
Total                                       $  2,202,270        $  1,845,682    $     356,588
                                            =============       =============   ==============
</TABLE>

     For the three months ended March 31, 2001, there was no adjustment to the
restructuring liability.

6.  Strategic Relationships

     In October, November, and December 1999, the Company entered into strategic
relationships with a number of key suppliers and buyers of scientific products.
As a part of these arrangements, the Company issued to these companies 5,035,180
warrants to purchase the Company's common stock at an exercise price of $0.01
per share of which 3,935,847 warrants are issued and outstanding at March 31,
2001. At March 31, 2001 and December 31, 2000, the Company has deferred customer
acquisition costs of $4,763,664 and $6,583,286, respectively, related to these
warrants. In the event that the Company commits to issue additional warrants to
purchase its common stock as more strategic relationships are formed, the
Company will be required to record additional deferred customer acquisition
costs equal to the fair value of the warrants on the date of issuance. The
amount of deferred customer acquisition costs will be adjusted in future
reporting periods based on changes in the fair value of the warrants until such
date as the warrants are fully vested and non-forfeitable. Deferred customer
acquisition costs will be amortized to operating expense over the term of the
related contractual relationship, which in the case of the buyer agreements is
three years and in the case of the supplier agreements is four or five years,
using a cumulative catch-up method. The Company recognized ($168,547) and
$696,000 in stock based non-cash customer acquisition (benefit) expense during
the three month periods ended March 31, 2001 and 2000, respectively, related to
the amortization of deferred customer acquisition costs.

     These strategic relationships include agreements to be the exclusive third
party provider of electronic marketplace services in the United States for a
period of five years for eight key suppliers. Under the terms of these
agreements, these suppliers are not required to sell a minimum amount of
products through the Company's electronic marketplace. The warrants to purchase
the Company's common stock that were issued in connection with these agreements
will vest over a four or five year period regardless of the level of sales by
the suppliers through the Company's electronic marketplace.

     These strategic relationships also include agreements with several major
enterprise buyers to be their third party electronic aggregator for purchases of
scientific products in North America for a period of three years. Although these
enterprise buyers have agreed to use reasonable efforts to purchase at least $5
million of scientific products annually through the Company's marketplace, there
are no minimum purchase



                                       14
<PAGE>


                               SciQuest.com, Inc.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


commitments. The warrants issued in connection with these relationships vest
over a period of three years regardless of their level of purchases through the
Company's electronic marketplace.

     In addition, the Company agreed to issue to certain major enterprise buyers
additional incentive warrants, the number of which is based on each buyer's
volume of purchases through the Company's marketplace during the years 2000,
2001 and 2002. These incentive warrants are issuable on February 15, 2001, 2002
and 2003, at an exercise price equal to the price per share of common stock in
the Company's initial public offering of $16 per share, and will be exercisable
upon issuance.

     Based on the purchasing volume during the year ended December 31, 2000,
incentive warrants to purchase approximately 58,000 shares of common stock were
issued on February 15, 2001, resulting in a non-cash charge to revenue and the
recognition of additional paid-in capital of approximately $52,000 representing
the estimated fair value of the warrants determined by using the Black Sholes
valuation model at the issuance date. Until such date as they are
non-forfeitable, the value of these incentive warrants will be adjusted to their
estimated fair value at each balance sheet date with the adjustment being
charged to operating expense. For the three months ending March 31, 2001, this
adjustment resulted in a benefit of approximately $39,000.

     Beginning January 1, 2001, the Company began accounting for incentive
warrants pursuant to EITF Issue 00-22,"Accounting for "Points" and Other Time-
or Volume-Based Sales Incentive Offers, and Offers for Free Products or Services
to be Delivered in the Future." Under the consensus in Issue 00-22, the Company
estimates the number of incentive warrants that customers will ultimately earn,
factoring in returns, if it can be reasonably estimated. Each revenue
transaction with customers that earn incentive warrants is reduced by an
applicable non-cash incentive cost rate. Changes to estimates of the ultimate
incentive cost will be recognized by using a cumulative catch-up adjustment at
each balance sheet date and by reducing future revenues, based on a revised
non-cash incentive cost rate. For the three month period ended March 31, 2001,
the non-cash charge for estimated incentive warrants related to 2001 volume was
approximately $3,000.

                                       15
<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

     The following discussion should be read in conjunction with the
consolidated financial statements and accompanying notes, which appear elsewhere
in this report.

     Some of the statements contained in this Management's Discussion and
Analysis of Financial Condition and Results of Operations and elsewhere in this
report contain forward-looking information. You can identify these statements by
forward-looking words such as "expect," "anticipate," "believe," "goal," "plan,"
"intend," "estimate," "predict," "potential," "continue," "may," "will," and
"should" or similar words. They include statements concerning:

     o future revenues from e-commerce transactions;
     o future revenues from sales of scientific equipment;
     o expansion of our product and service offerings;
     o future sources of revenues;
     o future development expenses;
     o future sales and marketing expenses;
     o future general and administrative expenses;
     o future stock-based customer acquisition costs;
     o future interest income
     o the effect of changes in our revenue recognition policies;
     o the timing of loading data into our e-commerce marketplace
     o our international expansion
     o the effects of our restructuring program; and
     o the adequacy of our existing liquidity and capital resources

     You should be aware that these statements are subject to known and unknown
risks, uncertainties and other factors, including those discussed in the section
entitled "Factors That May Affect Future Results," that could cause the actual
results to differ materially from those suggested by the forward-looking
statements.


Overview

     SciQuest is a technology and solutions company that provides integrated
e-commerce and research asset management solutions for research enterprises and
their supply chain partners worldwide. Our unbiased position, domain expertise
and proven technology enable SciQuest to make e-solutions work for science
through advanced technologies, content management, supply chain solutions and
professional services. Our platform and solutions can be utilized independently
or integrated with leading software vendors and supplier systems to unite
science, information and technology. We believe that our solutions enhance
innovation, reduce costs, and improve operational effectiveness for scientific
organizations worldwide.

     We were incorporated in November 1995 and commenced operations in January
1996. During 1996, we focused on developing our business model and the required
technology. We did not begin to recognize any revenues until 1997.

     In October, November and December 1999, we entered into strategic
relationships with a number of key suppliers and buyers of scientific products,
whereby we issued to these suppliers and buyers warrants to purchase the
Company's common stock at an exercise price of $0.01 per share. These warrants
will vest over a period of three to five years and will be exercisable until
2004. We have issued these warrants in connection with these agreements, as we
believe that these relationships are an important component of our business
plan. At March 31, 2001, warrants to acquire 3,935,847 shares of common stock
were outstanding.

                                       16
<PAGE>

     These strategic relationships include agreements to be the exclusive
third-party provider of electronic marketplace services in the United States for
a period of five years for ten key suppliers. Under the terms of these
agreements, these suppliers are not required to sell a minimum amount of
products through our electronic marketplace. The warrants to purchase our common
stock that were issued in connection with these agreements vest over a four or
five year period regardless of the level of sales by the suppliers through our
electronic marketplace.

     These strategic relationships also include agreements with major enterprise
buyers for SciQuest to be their third-party electronic aggregator for purchases
of scientific products in North America for a period of three years. Although
these buyers have agreed to use reasonable efforts to purchase at least $5.0
million of scientific products annually through our marketplace, there are no
minimum purchase commitments. The warrants issued in connection with these
relationships vest over a period of three years, regardless of their level of
purchases through our electronic marketplace.

     We have recorded net deferred customer acquisition costs of approximately
$3.3 million at March 31, 2001, related to these outstanding warrants, which is
included as a separate component of stockholders' equity. Deferred customer
acquisition costs are determined based on the difference between the closing
trading price of our common stock and the $0.01 exercise price of the stock
warrants, which approximates the value as determined by the Black Scholes option
pricing model. The amount of deferred customer acquisition costs recognized for
all of the warrants issued to our key suppliers and buyers is adjusted each
reporting period based on changes in the fair value of the warrants until such
date as the warrants are fully vested and non-forfeitable. Deferred customer
acquisition costs will be amortized to operating expense, using a cumulative
catch-up method, over the term of the related contractual relationship. We
recorded net (benefit) expense from stock-based customer acquisition costs of
($168,547) and $696,028 for the three months ended March 31, 2001 and 2000,
respectively.

     We have also agreed to issue to these major enterprise buyers additional
incentive warrants to purchase shares of our common stock with an exercise price
of $16.00 per share, the number of which are based on each purchaser's volume of
purchases through our marketplace during the years 2000, 2001 and 2002. These
incentive warrants are issuable on February 15, 2001, 2002 and 2003, will be
fully vested and exercisable upon issuance and will continue to be exercisable
for a period of five years after the date of issuance. Based on the purchasing
volume during the year ended December 31, 2000, incentive warrants to purchase
approximately 58,000 shares of common stock were issued on February 15, 2001,
resulting in a non-cash charge to revenue and the recognition of additional paid
in capital of approximately $52,000 representing the estimated fair value of the
warrants determined by using the Black Sholes valuation model at issuance date.
Until such date as they are non-forfeitable, the value of these incentive
warrants will be adjusted to their estimated fair value at each balance sheet
date with the adjustment being charged to operating expense.

     Beginning January 1, 2001, we began accounting for incentive warrants
pursuant to EITF Issue 00-22,"Accounting for "Points" and Other Time- or
Volume-Based Sales Incentive Offers, and Offers for Free Products or Services to
be Delivered in the Future." Under the consensus in Issue 00-22, we estimate the
number of incentive warrants that customers will ultimately earn, factoring in
returns, if it can be reasonably estimated. Each revenue transaction with
customers that earn incentive warrants will be reduced by an applicable non-cash
incentive cost rate. Changes to estimates of the ultimate incentive cost will be
recognized by using a cumulative catch-up adjustment at each balance sheet date
and by reducing future revenues, based on a revised non-cash incentive cost
rate.

     As part of a comprehensive restructuring program announced in November
2000, we reduced our workforce by approximately 10%. In connection with this
reduction, we recorded a one-time charge of approximately $2.2 million in the
fourth quarter of 2000 related to separation benefits paid to those affected
employees and the write-down of assets related to unprofitable business lines.
In the first quarter of 2001, we further reduced the number of full-time
employees by approximately 100 people. As a result, we expect to reduce our
operating expenses and improve our cash flow from operations beginning in 2001
as compared to our previous expectations.

                                       17
<PAGE>


     On March 22, 2000, we acquired all of the outstanding capital stock of EMAX
Solution Partners, Inc., a provider of electronic research solutions designed to
optimize pharmaceutical drug research operations and expedite drug discovery,
for the issuance of 1,584,010 shares of our common stock and the assumption of
374,152 outstanding stock options. In addition, we granted to EMAX employees a
total of 113,980 SciQuest.com stock options (the "Additional Options"), pursuant
to the SciQuest.com 1999 Stock Incentive Plan. These Additional Options were
granted at an exercise price that was less than the fair value of our common
stock on the date of grant. In connection with the grant of these options, we
recorded approximately $5.2 million of deferred compensation which is being
amortized in accordance with the vesting schedule of the related options. The
acquisition of EMAX was accounted for using the purchase method of accounting.
The acquisition of EMAX enables us to provide electronic and Internet-based
solutions that are designed to streamline the drug discovery processes of our
customers, including large pharmaceutical, biotechnology and life science
companies, by integrating their supply chains with critical research processes.

     EMAX incurs development costs in the customization of its software products
sold to customers. These costs are primarily comprised of salaries and related
benefits for EMAX's employees. EMAX typically retains the intellectual property
rights to modifications made to its software products for individual customers
and is then able to offer these modifications to future customers. EMAX
capitalizes its software development costs upon the achievement of technological
feasibility and ceases capitalization when the software product is available for
general release. Losses expected to be incurred on custom development and
implementation services contracts in process, for which the fee is fixed, are
charged to income in the period in which the estimated loses are initially
identified.

     On January 14, 2000, we acquired all of the outstanding capital stock of
Intralogix, Inc. for a total purchase price of $2.1 million, which included the
issuance of 26,930 shares of our common stock, $192,000 in cash and the
assumption of $73,000 in liabilities. Intralogix provides tools that enable
scientists to search, compare and purchase chromatography products for their
research needs.

     On February 2, 2000, we acquired all of the outstanding capital stock of
SciCentral, Inc. for a total purchase price of $2.5 million, which included the
issuance of 40,000 shares of our common stock and the assumption of
approximately $32,000 in net liabilities. SciCentral, Inc. provides users with a
gateway to online science and technology resources, news and information.

     The Intralogix and SciCentral acquisitions were not financially significant
as they related to the purchase price or past results of operations of the
acquired entities. Therefore, pro forma financial information has not been
presented for these acquisitions. These acquisitions were accounted for using
the purchase method of accounting.

     Revenues consist of (1) sales of scientific products in e-commerce
transactions originating on our web sites, (2) sales of scientific equipment,
(3) sales of software licenses and fees for implementation, customization and
maintenance services related to these software licenses, (4) advertising
revenues from our web sites, (5) advertising revenues from the Source Book, and
(6) commissions received from the auction of used scientific equipment (in
1999). Prior to the launch of our e-commerce marketplace in April 1999,
substantially all of our revenues were derived from advertising on our web
sites. Revenues from e-commerce transactions became a significant source of our
revenues in the third quarter of 1999 and are expected to continue to increase.
Sales of scientific equipment were a significant source of revenues in the
second and third quarters of 2000 as we sought to introduce new pharmaceutical,
clinical, biotechnology, chemical, industrial and educational organizations to
our marketplace. Transactions involving the sale of scientific equipment
typically have significantly higher gross sales prices, on a per-transaction
basis, and lower gross margins than do transactions for scientific products in
e-commerce transactions originating on our web sites.

     We offer various web-based solutions where potential buyers can
cross-search content from multiple suppliers and build a multiple line item
order for products from various suppliers. When a purchaser places an order
through our marketplace, we purchase that item from the supplier at either a
pre-negotiated price or at a discount from the supplier's list price and arrange
for shipment to the purchaser. We have



                                       18
<PAGE>
historically taken legal title to the products purchased at the date of
shipment and relinquished title to our customers upon delivery. After the
customer receives the product, we begin the collection process by presenting a
consolidated invoice to the customer for the products represented in the order.
Payment by the customer to us is then made through a traditional account setup
and payment system or, in some cases, by credit card/procurement card. We offer
extended payment terms to our customers who purchase scientific equipment as
these transactions have higher dollar values. We bear all credit risk on sales
that we make and we are obligated to pay the supplier of the products that we
purchase regardless of whether we receive payment from the customer for the
products. For each transaction, we recognize revenue in the amount of the sales
price of the item to the customer and recognize the amount paid to the supplier
plus shipping costs as cost of goods sold. The difference between revenues and
cost of goods sold is our gross profit.

     Revenues from sales of scientific products in e-commerce transactions and
from sales of scientific equipment are recorded as product revenues on a gross
basis and are recognized upon receipt by our customers. Product shipments are
generally made on our designated carriers and we are responsible for shipping
costs which are recorded as cost of revenues. We invoice the customer for the
shipping costs.

     Advertising revenues are recognized ratably over the period in which the
advertisement is displayed. Revenues from advertising included in the Source
Book are recognized at the date the Source Book is published and distributed.
Advertising on our Web sites is sold by Cahners Business Information. Cahners
pays us a percentage of the total advertising revenues that it receives.

     EMAX recognizes revenue from the sale of licenses to its software products,
the implementation and customization of its software products and the sale of
maintenance and support contracts. EMAX recognizes revenues from the sale of
licenses to its software products and implementation and customization of these
software products on a percentage-of-completion basis over the period of the
customization and implementation services, which generally ranges from three to
nine months. EMAX recognizes revenues from the sale of maintenance and support
contracts ratably over the period of the maintenance and support agreements,
which is typically twelve months. Revenues from the sale of standardized
versions of the EMAX software are recognized upon customer acceptance in
accordance with Statement of Position 97-2, "Software Revenue Recognition."

Planned Change in Business Procedure Affecting Revenue Reporting

     We currently take legal title to the products that we purchase from our
suppliers and that, in turn, are sold to our customers in e-commerce
transactions. Beginning May 1, 2001, we will no longer be taking legal title to
these products. We will instead act as an agent on behalf of the customer, and
title will pass directly from the supplier to the customer. We expect this
change to allow us to reduce or eliminate some of our overhead costs, such as
product insurance, regulatory compliance, sales tax filings and other related
order processing costs. We will continue to be responsible for the collection of
the receivable and to bear the resulting credit risk.

     Since we will be acting as an agent for the customer and not as the primary
obligor in the transaction, we will no longer record sales of scientific
products and scientific equipment in e-commerce transactions on a gross basis.
For each sale, we will recognize revenue in the amount of the net commission
that we earn for processing the transaction and/or payment for services. As a
result of this change in our method of reporting revenue, we expect to record
much lower gross revenues from e-commerce transactions in the future; however,
we do not expect our gross profit from e-commerce transactions to be materially
affected although our gross margin as a percentage of related net revenue will
increase.

Three Months Ended March 31, 2001 and 2000

  Revenues

     Revenues for the three months ended March 31, 2001 and 2000 have been
derived primarily from the sale of scientific products in e-commerce
transactions and from the sale of licenses to our software products and the
implementation and customization of our software products.



                                       19
<PAGE>


     E-commerce revenues increased to $11.7 million for the three months ended
March 31, 2001 from $5.0 million for the three months ended March 31, 2000. This
increase was due to additional customers utilizing our marketplace and increased
volume by some existing customers. In addition, primarily as a result of the
acquisition of EMAX in March 2000, we recognized $900,000 in software license,
implementation and maintenance revenues for the three months ended March 31,
2001, as compared to $0 for the three months ended March 31, 2000. During the
three months ended March 31, 2001, three customers accounted for 29%, 17%, and
12%, respectively, of total revenues. There can be no assurance that these
customers will continue to purchase at these levels.

  Cost of Revenues

     Cost of revenues primarily consists of the purchase price of scientific
products sold in e-commerce transactions and related shipping costs for these
products. Cost of license fees and other professional services primarily consist
of personnel costs for employees who work directly on the development and
implementation of customized electronic research solutions and who provide
maintenance to customers, and also consists of the amortization of capitalized
software development costs.

     Cost of e-commerce revenues increased to $11.3 million for the three months
ended March 31, 2001 from $4.8 million for the three months ended March 31,
2000. Cost of e-commerce revenues increased primarily due to the increased
volume of transactions processed during the period. In addition, primarily as a
result of the acquisition of EMAX in March 2000, cost of revenues for license
fees and other professional services for the three months ended March 31, 2001
was $1.0 million, of which $0.6 million related to the amortization of
capitalized software development costs as compared to no amortization for the
three months ended March 31, 2000.

  Gross Profit

     Gross profit was approximately $300,000 for the three months ended March
31, 2001 and 2000. Gross profit has remained level even though product sales
increased because $0.6 million of amortized software costs relating to EMAX was
charged to cost of revenue for the three months ended March 31, 2001.

  Operating Expenses

     Development Expenses. Development expenses consist primarily of personnel
and related costs to develop, operate and maintain our web sites, aggregate data
and the amortization of capitalized development costs. Development costs
increased to $4.2 million for the three months ended March 31, 2001 from $3.6
million for the three months ended March 31, 2000. This increase resulted from
increased expenses incurred to develop our e-commerce fulfillment system, list
suppliers' products on our web sites and from increased amortization of
capitalized development costs. This increase also includes $0.7 million of
development expenses incurred by EMAX related to the development of electronic
research solutions technology. During the three months ended March 31, 2001, we
capitalized approximately $2.9 million of certain costs related to software and
web site development projects. We expect our development expenses to decrease in
the second half of 2001.

     Included in development cost is the amortization of non-cash stock-based
employee compensation expense, which totaled $0.1 million and $0.5 million for
the three month periods ending March 31, 2001 and 2000, respectively. This is
primarily due to stock options that had been issued to employees with exercise
prices less than fair value on the date of grant since December 31, 1999. In
addition, in July 1999 and in February 2000, we entered into two employment
agreements with personnel from acquired subsidiaries that required the
recognition of deferred compensation. Deferred compensation recorded due to the
issuance of such stock options and employment agreements is charged to
stock-based employee compensation expense over the vesting term of the options
and the term of the employment agreements, respectively

                                       20
<PAGE>


     Sales and Marketing Expenses. Sales and marketing expenses consist
primarily of salaries and other related costs for sales and marketing personnel,
travel expenses, public relations expenses and marketing materials. Sales and
marketing expenses decreased to $4.3 million for the three months ended March
31, 2001 from $6.5 million for the three months ended March 31, 2000. This
decrease also resulted primarily from reducing the number of sales and marketing
personnel to market our products and services and reduced advertising and
promotion expenses for our e-commerce marketplace, offset by increased sales and
marketing expenses related to EMAX. Sales and marketing expenses for three
months ended March 31, 2001 and 2000 include $0.1 million and $0.4 million,
respectively, of amortization of non-cash stock based employee compensation.
Also included in sales and marketing expenses for the three months ended March
31, 2001 and 2000 is amortization (benefit) expense of non-cash stock based
customer acquisition costs of ($0.2) million and $0.7 million, respectively.

     Stock-based customer acquisition costs represent the amortization of
deferred customer acquisition costs that were initially recorded in November
1999 upon the issuance of common stock warrants to key suppliers and customers.
The value of these warrants is adjusted each reporting period based upon the
closing trading price of our common stock at each balance sheet date. Decreases
in the Company's closing trading price from one reporting period to the next
will likely result in a benefit to the Company, and increases in the Company's
closing trading price will likely result in charges to expense. Because the
amortization of these costs is dependent upon the trading price of our common
stock, we cannot predict the future impact of this on our results from
operations.

     We expect our sales and marketing expenses, apart from the amortization of
stock-based customer acquisition costs, to decrease over the first half of 2001
due to a reduction in the number of personnel in our sales and marketing
departments during the fourth quarter of 2000. After such time, we expect these
expenses to remain at a relatively level dollar amount.

     General and Administrative Expenses. General and administrative expenses
consist primarily of personnel and related costs for our customer care
department and general corporate functions, including finance, accounting,
legal, human resources, investor relations, facilities, amortization of goodwill
and non-cash stock based employee compensation. General and administrative
expenses increased to $15.3 million for the three months ended March 31, 2001
from $5.9 million for the three months ended March 31, 2000. The increase in
general and administrative expenses is primarily the result of increased
amortization of goodwill and other intangible assets, primarily resulting from
the acquisition of EMAX in March 2000. Amortization of goodwill and other
intangibles increased to $10.2 million in 2001 from $1.3 million in 2000.
General and administrative expenses also include a charge of $0.3 million and
$1.2 million relating to non-cash stock based employee charges in the three
months ended March 31, 2001 and 2000, respectively. General and administrative
expenses before these non-cash charges also increased by $1.3 million primarily
due to the $0.8 million of general and administrative expenses incurred in 2001
by EMAX. We expect general and administrative expenses to decrease during the
second half of 2001, as we reduce our overhead costs and the savings impact of
the first quarter reduction in personnel is reflected.

     Purchased In-process Research and Development. For the three months ended
March 31, 2000, we recognized an in-process research and development charge of
$0.7 million as a result of the acquisition of EMAX. Based on management's
valuation of EMAX and its assets, we allocated $0.7 million of the EMAX purchase
price of $126 million to software products being developed by EMAX that had not
reached technological feasibility and had no alternative use at the date of the
acquisition of EMAX. At the date of the acquisition, these software products
being developed by EMAX were approximately 15% complete.

  Interest Income (Expense)

     Interest income (expense) consists of interest income earned on cash
deposited in money market accounts and invested in short and long term U.S.
Government obligations partially reduced by interest expense incurred on capital
lease obligations. Net interest income decreased to $1.1 million for the three
months ended March 31, 2001 from net interest income of $2.1 million for the
three months ended March

                                       21
<PAGE>


31, 2000. This decrease resulted as we used cash and investments to fund
operations during 2000 and the first quarter of 2001. We expect interest income
to decrease throughout 2001.

  Income Tax Benefit

     Income tax benefit decreased to zero for the three months ended March 31,
2001 from $0.1 million for the three months ended March 31, 2000. The decrease
in income tax benefit was the result of the reduction in net deferred tax
liabilities to zero during the year ended December 31, 2000.

  Liquidity and Capital Resources

     We have primarily funded our operations through private placements of our
preferred stock during 1998 and 1999 and our initial public offering which
closed in November 1999. As of March 31, 2001, we had total cash and investments
of $61.3 million, which is comprised of cash and cash equivalents of $32.1
million, short-term investments of $16.3 million and long-term investments of
$12.9 million.

     Cash used in operating activities was $3.8 million and $9.4 million during
the three months ended March 31, 2001 and 2000, respectively. Cash used in
operating activities was principally for payments to our suppliers for purchases
of scientific products, the development of our web sites, the development of our
e-commerce marketplace, our sales and marketing efforts, and administrative and
operations to support our growth.

     Cash (provided) used by investing activities during the three months ended
March 31, 2001 and 2000 was ($15.9) million and $20.6 million, respectively.
Cash used in investing activities has primarily been comprised of purchases of
investments in US government obligations, commercial paper and corporate bonds,
net of maturities, purchases of computer equipment and the capitalization of
certain costs associated with the development of our web sites and with the
development of EMAX's electronic research software systems. Cash was primarily
provided from the maturity of investments.

     Cash (provided) used by financing activities during the three months ended
March 31, 2001 and 2000 was ($0.2) million and $1.0 million, respectively.
During the three months ended March 31, 2001, the Company repaid loan
obligations of $0.2 million. During the three months ended March 31, 2000, the
Company received approximately $1.1 million in proceeds from exercises of stock
options and warrants and by the direct sale of restricted stock to an officer of
the Company.

     We believe that our existing liquidity and capital resources, including the
proceeds resulting from the sale of our common stock in our initial public
offering, will be sufficient to satisfy our cash requirements for the next two
years. To the extent that such amounts are insufficient, we will be required to
raise additional funds through equity or debt financing. There can be no
assurance that we will be able to raise such funds on favorable terms, or at
all.

New Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Investments
and Hedging Activities," ( "SFAS No. 133 "). SFAS No. 133 establishes a new
model for accounting for derivatives and hedging activities and supercedes
several existing standards. SFAS No. 133, as amended by SFAS No. 137, is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
We do not invest in derivative financial instruments, and therefore the adoption
of SFAS No. 133 did not have a material impact on the consolidated financial
statements.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101") which addresses certain criteria for revenue recognition. Our adoption of
SAB 101 in 2000 did not have a material impact on our consolidated financial
position or results of operations.

                                       22
<PAGE>


     As a result of the acquisition of EMAX, we have determined that we have
separately reportable operating segments, as defined by Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("SFAS No. 131"). SFAS No. 131 requires us to disclose
certain financial information about operating segments, of which we have
identified two, e-commerce and license fees and other professional services. We
have adopted the provisions of SFAS No. 131 in our annual filing on Form 10-K
for the year ended December 31, 2000 (see Note 4 of these interim financial
statements).


Factors That May Affect Future Results

Since we have a limited operating history and an evolving business model,
forecasting future performance may be difficult.

     We launched our public e-commerce marketplace in April 1999. Since that
time, our business model has evolved considerably. For instance, we have
increasingly focused our efforts on providing private marketplaces and
integrated e-commerce and asset management solutions to our customers. As part
of this strategy, we acquired EMAX in March 2000 and formed our Global
Professional Services division in February 2001. Accordingly, we have only a
limited operating history on which to evaluate our current business. As a result
of our limited operating history, the emerging nature of the scientific products
market and the evolving nature of our business model, we may be unable to
accurately forecast our revenues. We incur expenses based predominantly on
operating plans and estimates of future revenues. Revenues to be generated from
newly developed and evolving activities will be particularly difficult to
forecast accurately. Our expenses are to a large extent fixed. We may be unable
to adjust our spending in a timely manner to compensate for any unexpected
revenue shortfalls. Accordingly, a failure to meet our revenue projections will
have an immediate and negative impact on profitability. In addition, if our
restructuring program adversely affects our revenues and/or fails to adequately
reduce our expenses, our future earnings will be negatively impacted. Finally,
we cannot be certain that our evolving business model will be successful,
particularly in light of our limited operating history.

We have a history of losses and anticipate incurring losses in the future. We
may not achieve profitability.

     We incurred net losses of $84.3 million for the year ended December 31,
2000 and $22.5 million for the three months ended March 31, 2001. As of March
31, 2001, we had an accumulated deficit of $145.4 million. We expect to incur
substantial operating losses and continued negative cash flow from operations
for the foreseeable future. In fact, we expect to continue generating losses
through at least 2002. We may not be able to increase revenues sufficiently to
achieve profitability.

Our future profitability and cash flows are dependent upon our ability to
control expenses.

     Our operating plan to achieve profitability is based upon estimates of our
future expenses. For instance, we have estimated that our development expenses
will decrease during the second half of 2001, that our sales and marketing
expenses will decrease during the first half of 2001 and that our general and
administrative expenses will decrease during the last half of 2001. If our
future expenses are greater than anticipated, our ability to achieve
profitability when expected may be negatively impacted. In addition, greater
than anticipated expenses may negatively impact our cash flows, which could
cause us to expend our capital faster than anticipated. While we expect our
existing capital to be sufficient for the next two years, if our cash flows are
negatively impacted, we may be required to raise additional capital sooner than
expected.

We are investing significantly in developing new product and service offerings
with no guarantee of success.

     Expanding our product and service offerings is an important component of
our business strategy. As such, we are expending a significant amount of our
resources in this development effort. For instance, we



                                       23
<PAGE>

recently introduced SciQuest SmartStore and launched our Global Professional
Services unit. Any new offerings that are not favorably received by buyers or
suppliers could damage our reputation or brand name. Expansion of our services
will require us to devote a significant amount of time and money and may strain
our management, financial and operating resources. We cannot assure you that our
development efforts will result in commercially viable products or services. In
addition, we may bear development costs in current periods that do not generate
revenues until future periods or at all. To the extent that we incur expenses
that do not result in increased current or future revenues, our earnings may be
materially and adversely affected.

Sales to larger customers may increase the length of our sales cycle and
decrease our profit margins.

     Increasing sales to larger enterprise buyers is an important element of our
business strategy. As we sell more sophisticated solutions to larger
organizations, we expect the average time from initial contact to final approval
to increase. During this sales cycle, we may expend substantial funds and
management resources without any corresponding revenue. If approval is delayed
or does not occur, our financial condition and operating results for a
particular period may be adversely affected. Approvals are subject to delays
over which we have little or no control, including the following:

     o potential customers' internal approval processes;

     o implementation of systems integration solutions;

     o customers' concerns about implementing a new strategy and method of doing
       business; and

     o seasonal and other timing effects.

     Increased sales to larger accounts may result in lower or negative profit
margins as larger customers typically have greater leverage in negotiating the
price and other terms of business relationships. We also typically incur costs
associated with customization of our systems with a sale to a large account. If
we do not generate sufficient transaction volume to offset any lower margins or
these increased costs, our operating results may be materially and adversely
affected. Also, the time between billing and receipt of revenues is often longer
when dealing with larger accounts due to increased administrative overhead.

We have relied, and continue to rely, on a limited number of large customers for
a significant portion of our revenues. Losing one or more of these customers may
adversely affect our revenues.

     We expect that for the foreseeable future we will generate a significant
portion of our revenues from a limited number of large customers. During 2001,
three customers accounted for 29% and 17%, and 12%, respectively, of our total
revenues. Our large customers are not obligated to use our purchasing solution
exclusively or for any minimum number of transactions or dollar amounts. In
addition, large individual transactions with these customers may represent an
increasing percentage of our revenues. These large transactions are often
non-recurring, making it difficult to predict future transactions. The failure
of one or more large transactions to occur in any given period may materially
and adversely affect our revenues for such period. Our contracts with our
customers are for limited terms and our customers may discontinue use of our
system at any time upon short notice and without penalty. If we lose any of our
large customers or if we are unable to add new large customers, our revenues
will not increase as expected. In addition, our reputation and brand name would
be harmed.

We are investing significantly in developing new product and service offerings
with no guarantee of success.

     Expanding our product and service offerings is an important component of
our business strategy. As such, we are expending a significant amount of our
resources in this development effort. For instance, we recently introduced
SciQuest SmartStore and launched our Global Professional Services unit. We
cannot assure you that our development efforts will result in commercially
viable products or services. In addition, we may bear development costs in
current periods that do not generate revenues until future periods or at

                                       24
<PAGE>

all. To the extent that we incur expenses that do not result in increased
current or future revenues, our earnings may be materially and adversely
affected.

Unless a broad range of purchasers and suppliers of scientific products adopt
our products and services, we will not be successful.

     Our success will require, among other things, that our solutions gain broad
market acceptance by our customers, suppliers, users and strategic partners. For
example, purchasers may continue purchasing products through their existing
methods and may not adopt a web-based supply-chain solution because of:

     o their comfort with current purchasing habits and direct supplier
       relationships;
     o the costs and resources required to switch purchasing methods;
     o the need for products not offered through our web site;
     o security and privacy concerns; or
     o general reticence about technology or the Internet.

If we do not successfully market the SciQuest brand, our business may suffer.

     We believe that establishing, maintaining and enhancing the SciQuest brand
is critical in expanding our customer base. Some of our competitors already have
well-established brands in either online or supply chain services or the
scientific products industry. Promotion of our brand will depend largely on
continuing our sales and marketing efforts and providing high-quality products
and services to our enterprise customers. We reduced our spending on sales and
marketing significantly in the fourth quarter of 2000 and expect to continue
this reduction from prior levels in the first half of 2001. This reduction in
spending could materially and adversely affect our sales and marketing efforts.
We cannot be certain that we will be successful in marketing the SciQuest brand.
If we are unable to successfully promote our brand, or if we incur substantial
expenses in attempting to do so, our revenues and earnings could be materially
and adversely affected.

If we are unable to increase our transaction volume, our future revenues may
suffer.

     We expect that a substantial portion of our revenues will continue to be
generated by the products offered by us for sale through our e-commerce
marketplace. Accordingly, these revenues will be highly dependent on the dollar
volume of transactions conducted through our public and private marketplaces.
Our profits depend upon the discount levels we are able to negotiate with our
suppliers. To maintain revenue growth, we will need to increase the total dollar
value of transactions conducted through our web sites. In order to increase our
transaction volume, we will need to:

     o increase the number of enterprise customers for whom we develop private
       marketplaces;

     o generate higher and continuously increasing levels of traffic, from both
       new and repeat visitors, to our public and private marketplaces;

     o increase the percentage of visitors to our public and private
       marketplaces who purchase scientific products; and

     o increase the average transaction size and/or number of repeat purchases.

     Failure to do one or more of the foregoing could have a material adverse
effect on our revenues.

                                       25
<PAGE>


Sales of scientific equipment, which may result in lower gross margins,
comprised a significant portion of our revenue during 2000. The failure to
replace these revenues with revenues from e-commerce transactions in the
long-term could have a material adverse effect on our revenues and earnings.

     We expect to continue earning revenues from the sale of scientific
equipment although we do not expect such sales to continue to comprise a
significant portion of our total revenues in the future. Sales of scientific
products often have lower gross margins than our typical e-commerce
transactions. Accordingly, if we experience a disproportionate amount of our
revenues from the sale of scientific equipment, our aggregate gross margins
could be adversely affected. We do not expect revenues from such transactions to
contribute significantly to revenues on a go-forward basis. However, if we are
not able to replace these revenues with revenues from e-commerce transactions,
our revenues and earnings will be materially and adversely affected.

Unless we negotiate favorable pricing terms with our suppliers, our profit
margins will be adversely affected.

     Our profits from e-commerce transactions depend upon the prices we are able
to negotiate with our suppliers. We anticipate that the prices we negotiate with
our suppliers will vary based on a number of factors such as:

     o size of supplier;

     o product portfolio;

     o relationship with key customers;

     o degree to which products are critical to our customers;

     o extent to which transactions are conducted electronically; and

     o extent that costs are shared with us.

     Our profit margins may decline in the future, particularly as competition
in the scientific products industry increases. A significant decline in profit
margins without a corresponding increase in transaction volume would adversely
affect our earnings.

If we cannot timely and accurately add supplier product data to our e-commerce
database, we may lose sales and customers, which would adversely affect our
revenues.

     Currently, we are responsible for loading supplier product information into
our database and categorizing the information for search purposes. We currently
have a backlog of varying amounts of product data from approximately 21
companies to be loaded in our e-commerce marketplace. We anticipate that a
majority of these products will be loaded into the e-commerce marketplace by the
end of the second quarter of 2001. However, we continuously receive new product
data to load. We generally will not derive profit from these products until this
data is loaded into our system. Timely loading of these products into our
database depends upon a number of factors, including the file formats of the
data provided to us by suppliers and our ability to further automate and expand
our operations to accurately load this data into our product database, any of
which could delay the actual loading of these products beyond the dates we
estimate.

     In addition, we are generally obligated under our supplier agreements to
load updated product data into our database for access through our marketplaces
within a reasonable period of time following their delivery from the supplier.
Our current supplier data backlog could make it difficult for us to meet these
data update obligations to our suppliers. While we intend to further automate
the loading and updating of supplier data on our system, we cannot assure you
that we will be able to do so in a timely manner.



                                       26
<PAGE>


If we are unable to list a broad range of products on commercially favorable
terms, our public and private marketplaces will be less attractive to potential
buyers.

     A number of factors could significantly reduce the number of products and
product sources listed on our Web sites, including the following:

     o consolidation among suppliers; and

     o exclusive arrangements signed by suppliers with our competitors.

     If the number of products and product sources that are available for
listing is reduced, the effectiveness of our Web sites and their attractiveness
to potential buyers could be materially and adversely affected.

If suppliers terminate their agreements with us, our product offerings may
suffer.

     Following an initial one-year term, many of our standard supplier
agreements may be terminated by either party on 90 days' notice. After
expiration of the initial term, such suppliers may terminate or seek to
renegotiate their agreements. If a significant number of suppliers terminate
their agreements with us, the range of products we can offer would be adversely
affected. The ability of suppliers to terminate their agreements may result in
negotiating new agreement terms that are less favorable to us, which could have
a material adverse effect on our earnings.

If our exclusive suppliers elect to terminate the exclusive nature of their
agreements with us, our business could be adversely affected.

     Our exclusive supplier agreements have a five-year term, but the exclusive
nature of such agreements may be terminated after 18 months following execution
of the agreement. This termination right will arise in most cases during 2001.
If a significant number of the exclusive suppliers terminate the exclusive
nature of such agreements, the volume of our order flow will be reduced
significantly. We may also be forced to negotiate new agreements with terms that
are less favorable to us.

Since we rely on third-party suppliers and carriers to fulfill orders for our
customers, we have limited control over the timing and accuracy of order
fulfillment. As a result, we may not be able to guarantee customer satisfaction.

     We do not carry inventory or directly supply products. As a result, we rely
on our suppliers and carriers for rapid order fulfillment and other customer
service functions to ensure buyer satisfaction. If our suppliers do not provide
high quality customer service, our business reputation and customer satisfaction
could be materially and adversely affected. Most of our supplier arrangements do
not guarantee the availability of merchandise, establish guaranteed prices or
require continuity of pricing practices. As a result, we have little or no
control over the fulfillment of buyers' orders. In order to be successful, we
must maintain relationships with suppliers that will produce, stock and deliver
high quality products to buyers through our web sites.

     We rely on third-party carriers to ensure accurate and timely delivery of
products to buyers. Although suppliers are responsible for product shipment, we
designate the carrier and are responsible for carrier charges. We cannot be
certain that our carriers will consistently provide high quality performance. If
our carriers fail to deliver products accurately and on a timely basis, our
reputation and business could be materially and adversely affected.

If our web sites and transaction processing systems are not able to adequately
service increasing traffic levels, our ability to satisfy our customers and
maintain revenue growth may suffer.

     Our success depends in large part on the number of buyers who use our web
sites to purchase scientific supplies and products. Accordingly, our web sites,
transaction-processing systems and network



                                       27
<PAGE>


infrastructure must be able to service increasing traffic levels while
maintaining adequate buyer service levels. Any system interruptions or delays
in our transaction system would reduce the volume of sales and the
attractiveness of our service offerings, which could have a material adverse
effect on our customer satisfaction and our ability to maintain revenue growth.
We have experienced infrequent system interruptions in the past during
implementation of system upgrades. These interruptions could continue to occur
from time to time and could have a material adverse effect on our service
offerings. Substantial increases in the volume of traffic on our web sites or
the number of purchases made by buyers will require expansion and upgrades of
our technology, transaction-processing systems and network infrastructure. We
cannot be certain that our transaction-processing systems and network
infrastructure will be able to accommodate traffic in the future.

If we are not able to successfully integrate our systems with the internal
systems of our key suppliers and buyers, our operating costs and relationships
with our suppliers and buyers will be adversely affected.

     A key component of all services is the efficiencies created for suppliers
and buyers through our online systems. In order to create these efficiencies, it
will often be necessary that our systems integrate with each major supplier's
and buyer's internal systems, such as inventory, customer service, technical
service, freight programs and financial systems. In addition, there is little
uniformity in the systems used by our suppliers and buyers. The integration with
our suppliers' systems also involves the downloading of a significant amount of
data, which increases the resources needed to execute the integration. If these
systems are not successfully integrated, our operating costs and relationships
with our suppliers and buyers would be adversely affected, which could have a
material adverse effect on our financial condition and results of operations.

Our computer and telecommunications systems are in a single location, which
makes them more vulnerable to damage or interruption.

     Substantially all of our computer and telecommunications systems are
located in the same geographic area. These systems are vulnerable to damage or
interruption from fire, flood, power loss, telecommunications failure, break-ins
and similar events. While we have business interruption insurance, this coverage
may not adequately compensate us for lost business. Although we have implemented
network security measures, our systems, like all systems, are vulnerable to
computer viruses, physical or electronic break-ins and similar disruptions.
These disruptions could lead to interruptions, delays, loss of data or the
inability to accept and confirm buyer purchases. Any of these occurrences could
have a material adverse effect on our revenues.

We bear the risk of credit sales on our web sites, which could put a significant
strain on our liquidity and capital resources.

     Our supplier agreements generally require us to pay the supplier for any
orders processed through our web sites. Accordingly, if a buyer fails to pay for
the products it purchased, we would be obligated to pay the supplier. Thus, we
bear the risk of collection. We also may be required to refund payments to
buyers for products returned to the supplier. Slow payment by buyers for
products purchased would negatively impact our cash flows. As our transaction
volume and average transaction size grow, these risks will increase. In isolated
instances, we have agreed to extend payment terms with our customers for large
purchases, which increases our credit risk and may negatively impact our cash
flows. We generally do not process an order from a buyer without a credit card
or other payment confirmation although we do extend credit terms to certain
qualified buyers. However, we cannot be certain that our credit confirmation
practices will be effective to protect us against these payment obligations. If
a significant number of buyers default on their payment obligations, or
suppliers fail to refund payments to us for products returned by our buyers, or
buyers do not pay their obligations to us on time, we could incur significant
and immediate cash payment obligations or suffer significant cash flow
constraints. These obligations could put a significant strain on our liquidity
and capital resources, which could prevent us from using our working capital to
further expand our business or require us to obtain additional financing.

                                       28
<PAGE>


If we are not able to effectively manage our growth, our business may suffer.

     We rapidly expanded our operations in 2000, which placed a significant
strain on our management, operational and financial resources as well as our
ability to achieve profitability. In November 2000, we commenced a restructuring
program that resulted in the reduction of our workforce by approximately 10%. We
further reduced our workforce in the first quarter of 2001 by approximately 100
people. This staff reduction could adversely affect our ability to manage and
continue the growth of our operations. If we are unable to manage the growth of
our business effectively, our earnings could be materially and adversely
affected.

     Many of our employees have only recently joined us. Additionally, several
of our key executives have been employed by us for two years or less. If our
employees do not work well together or some of our employees do not succeed in
their designated roles, our financial condition and results of operations could
be materially adversely affected. We cannot be certain that our management,
operational and financial resources will be adequate to support our future
operations.

If we fail to attract and retain key employees, our business may suffer.

     A key factor of our success will be the continued services and performance
of our executive officers and other key personnel. If we lose the services of
any of our executive officers, our financial condition and results of operations
could be materially and adversely affected. We do not have long-term employment
agreements with any of our key personnel. Our success also depends upon our
ability to identify, hire and retain other highly skilled technical, managerial,
editorial, marketing and customer service professionals. Competition for such
personnel is intense. We cannot be certain of our ability to identify, hire and
retain sufficiently qualified personnel. For example, we may encounter
difficulties in attracting a sufficient number of qualified software developers
and operations personnel for our online services and transaction-processing
systems. Failure to identify, hire and retain necessary technical, managerial,
editorial, merchandising, marketing and buyer service personnel could have a
material adverse effect on our financial condition and results of operations.

If we are unable to adapt our services to rapid technological change in online
commerce, our revenues and profits could be materially and adversely affected.

     The Internet and the online commerce industry undergo rapid changes in
technology, products and services, user profiles and operating standards. These
changes could render our Web sites and proprietary technology and systems
obsolete. We must continually improve the performance, features and reliability
of our online services, particularly in response to our competition.

     Our success will depend, in part, on our ability to:

     o enhance our existing services;

     o develop new services and technology that address the increasingly
       sophisticated and varied needs of our target markets; and

     o respond to technological advances and emerging industry standards and
      practices on a cost-effective and timely basis.

     We cannot be certain of our success in accomplishing the foregoing. If we
are unable, for technical, legal, financial or other reasons, to adapt to
changing market conditions or buyer requirements, our market share could be
materially adversely affected.

                                       29
<PAGE>


We may become exposed to product liability claims, which could result in
substantial costs and liability.

     The sale of scientific products involves the risk of product liability
claims. We face potential liability for claims based on the type and adequacy of
the information and data that suppliers publish on our Web sites as well as the
nature of the products that are sold through our web sites, including claims for
breach of warranty, product liability, misrepresentation, violation of
governmental regulations and other commercial claims. Although we maintain
general liability insurance and product liability insurance, our insurance may
not cover some claims and may not be adequate to fully indemnify us for
liabilities that may be imposed. A product liability claim against us, if
successful, could result in a significant liability that would have a material
adverse effect on our liquidity and capital resources. In addition, even the
successful defense of a product liability claim could result in substantial
costs and diversion of our management's efforts.

We will be liable for any third party claims that may rise against EMAX
including claims related to important proprietary rights regarding EMAX's
technology. These claims could adversely affect our business.

     In our acquisition of EMAX, we acquired important proprietary rights that
are embodied in its software technology. This software technology is not
patented and existing copyright laws offer only limited practical protection. By
virtue of this acquisition, we will be liable for any valid third-party claims
that may arise against EMAX in relation to their proprietary rights or contracts
with suppliers and customers. While we have investigated EMAX's proprietary
rights and business practices, we cannot be certain that ownership, infringement
or other claims will not arise against EMAX. A successful claim by a third party
could result in significant liability on our part and could materially and
adversely affect the value of the technology that we are acquiring. As a
precaution, a portion of the purchase price for EMAX has been deposited into an
escrow fund. If we become liable for any claims against EMAX, we may be entitled
to compensation from this escrow fund. However, this escrow fund will terminate
in March 2002 and may not be sufficient to adequately compensate us for any
claims that do arise.

The content of our web sites may expose us to various claims, which could result
in substantial costs and liabilities.

     Our web sites contain information concerning the products offered by
suppliers, including product descriptions, specifications and pricing. This
information is provided by suppliers and we generally do not independently
verify this information. As a result, we could potentially face liability for
fraud, negligence, copyright, patent or trademark infringement and other claims
based on the information contained on our web sites. A successful claim could
subject us to significant liability that would have a material adverse effect on
our liquidity and capital resources. In addition, even the successful defense of
a claim could result in substantial costs and division of our management's
efforts and damage to our brand perception by our customers.

If we are unable to protect our intellectual property rights, our business could
be materially and adversely affected.

     Our software technology is not patented and existing copyright laws offer
only limited practical protection. We cannot guarantee that the legal
protections that we rely on will be adequate to prevent misappropriation of our
technology. Also, these protections do not prevent independent third-party
development of competitive products or services. Failure to protect against the
misappropriation of our intellectual property could have a material adverse
effect on our business operations.

We are dependent on proprietary technology licensed from third parties, the loss
of which could be costly.

     We license a portion of the content for our online services from third
parties. Additionally, we intend to license a significant portion of our
transaction fulfillment systems from third parties. These third-party content
licenses may not be available to us on favorable terms, or at all, in the
future. In addition, we must


                                       30
<PAGE>

be able to successfully integrate this content in a timely and cost-effective
manner to create an effective finished product. If we fail to obtain necessary
content on favorable terms or are unable to successfully integrate this content
or if we are unable to continue to license our order fulfillment transaction
systems on favorable terms, it could have a material adverse effect on our
business operations.

Our products, trademarks and other proprietary rights may infringe on the
proprietary rights of third parties, which may expose us to litigation.

     While we believe that our products, trademarks and other proprietary rights
do not infringe upon the proprietary rights of third parties, we cannot provide
any guarantees about the third-party products that are sold on our Web sites or
guarantee that third parties will not assert infringement claims against us in
the future or that any such assertion will not require us to enter into a
license agreement or royalty agreement with the party asserting a claim. If the
third-party products sold on our Web sites infringe the proprietary rights of
third parties, we may be deemed to infringe those rights by selling such
products. Even the successful defense of an infringement claim could result in
substantial costs and diversion of our management's efforts.

The failure to integrate successfully businesses that we have acquired or may
acquire could adversely affect our business.

     We have acquired and intend to continue to acquire complementary
businesses. In particular, we acquired BioSupplyNet, Inc. in 1998, and
SciCentral, Inc., Intralogix, Inc. and EMAX in 2000. An element of our strategy
is to broaden the scope and content of our products and services through the
acquisition of existing products, technologies, services and businesses.
Acquisitions entail numerous risks, including:

     o the integration of new operations, products, services and personnel;

     o the diversion of resources from our existing businesses, sites and
       technologies;

     o the inability to generate revenues from new products and services
       sufficient to offset associated acquisition costs;

     o the maintenance of uniform standards, controls, procedures and policies;

     o accounting effects that may adversely affect our financial results;

     o the impairment of employee and customer relations as a result of any
       integration of new management personnel;

     o dilution to existing stockholders from the issuance of equity
       securities; and

     o liabilities or other problems associated with an acquired business.

     We may have difficulty in effectively assimilating and integrating these,
or any future joint ventures, acquisitions or alliances, into our operations.
Any difficulties in the process could disrupt our ongoing business, distract our
management and employees, increase our expenses and otherwise adversely effect
our business. Any problems we encounter in connection with our acquisitions
could have a material adverse effect on our business.

Our planned international expansion will require significant financial resources
and management attention and could have a negative effect on our earnings.

     We intend to invest resources and capital to expand internationally,
particularly in Europe. This expansion will require significant financial
resources and management attention and could have a negative effect on our
earnings. We cannot assure you that we will be successful in creating
international demand for our e-commerce solutions and services. In addition, our
international business may be subject to a variety of risks, including, among
other things, increased costs associated with maintaining international



                                       31
<PAGE>

marketing efforts, applicable government regulation, fluctuations in foreign
currency, difficulties in collecting international accounts receivable and the
enforcement of intellectual property rights. We cannot assure you that these
factors will not have an adverse effect on future international sales and
earnings. In addition, the business customs and regulations in foreign countries
may require changes in our business model. In addition, we are currently
contemplating registering our trademarks in other countries. We cannot assure
you that we will be able to do so.

We rely on our suppliers and carriers in complying with government regulations
regarding the sale and distribution of regulated products, and their failure to
so comply could result in substantial civil and criminal liability.

     Many of the products offered through our web sites are subject to direct
regulation by governmental agencies, which includes numerous laws and
regulations generally applicable to the chemical, pharmaceutical, controlled
substances, human and biological reagents, nuclear chemical businesses, and
environmental spills. Because of our presence in the distribution chain, we may
be subject to significant liability for violations of these regulations
regardless of our actual involvement in a violation. We could be fined or
exposed to civil or criminal liability, including monetary fines and injunctions
for any violations. We have historically relied, and will in the future rely,
upon our suppliers to meet all packaging, distribution, labeling, hazard and
health information notices to purchasers, record keeping and licensing
requirements applicable to transactions conducted through our system. In
addition, we rely upon our carriers to comply with regulations regarding the
shipment of hazardous materials sold through our system. We cannot assure you
that our suppliers and carriers will comply with all applicable government
regulations.

Significant fluctuation in the market price of our common stock could result in
securities class action claims against us.

     Significant price and value fluctuations have occurred with respect to the
securities of technology companies. Our common stock price has been volatile and
is likely to be volatile in the future. In the past, following periods of
downward volatility in the market price of a company's securities, class action
litigation has often been pursued against such companies. If similar litigation
were pursued against us, it could result in substantial costs and a diversion of
our management's attention and resources.

Unless web-based purchasing achieves widespread acceptance, we will have
difficulty achieving revenue growth.

     Use of the Internet to purchase products, particularly in the scientific
products market, remains at an early stage of development. Convincing buyers to
purchase scientific products online may be particularly difficult as such buyers
have traditionally relied on distributors of scientific products and mail order
catalogs to purchase their scientific products. If the use of e-commerce
services does not grow in the future, our web site traffic and resulting revenue
could be materially and adversely affected.

     The continued growth of e-commerce services is dependent upon a number of
factors that are beyond our control, including the following:

     o continued growth in the number of buyers who use e-commerce services;
     o continued development of transaction security technology;
     o continued development of e-commerce technology;
     o continued development and successful implementation of enterprise
       software solutions;
     o emergence of standard and common nomenclature and methodology for
       e-commerce; and
     o development of complementary services and products.

                                       32

<PAGE>

Our future revenue growth would be adversely affected by a reduction in spending
in the scientific products industry.

     We derive substantially all of our revenue from the scientific products
industry. We expect our future growth to depend on spending levels in this
industry. Any reduction in spending in the scientific products industry would
have a material adverse effect on our revenues.

The on-line scientific products market is highly competitive, which makes
achieving market share and profitability more difficult.

     The on-line scientific products market is new, rapidly evolving and
intensely competitive. Our primary competition includes enterprise commerce
providers, traditional distributors, online scientific communities, suppliers'
e-commerce initiatives and existing processes. Competition is likely to
intensify as this market matures.

     As competitive conditions intensify, competitors may:

     o enter into strategic or commercial relationships with larger, more
       established and well-financed companies;

     o secure services and products from suppliers on more favorable terms;

     o devote greater resources to marketing and promotional campaigns;

     o secure exclusive deals with buyers that impede our sales; and

     o devote substantially more resources to web site and systems development.

     In addition, new technologies and the expansion of existing technologies
may increase competitive pressures. As a result of increased competition, we may
experience reduced operating margins, as well as loss of market share and brand
recognition. We may not be able to compete successfully against current and
future competitors. These competitive pressures could have a material adverse
effect on our revenue growth and earnings.

Online commerce and database security concerns could adversely affect traffic on
our web sites and our revenues.

     The secure transmission of confidential information over public networks is
a fundamental requirement for online commerce. Concerns over the security of
transactions and commercial online services and other privacy issues may also
inhibit the growth of the Internet and the online commerce industry. We license
encryption and authentication technology for the transmission of confidential
information, such as buyer credit card numbers, through our online system. In
addition, we maintain an extensive confidential database of buyer profiles and
transaction information. Technological advances, including new discoveries in
the field of cryptography, could result in a compromise or breach of our
security systems. Security breaches could have a material adverse effect on our
reputation, financial condition and results of operations. An intruder who
breaches our security measures could misappropriate proprietary information or
cause interruptions in our operations. We could be required to spend a
significant amount of time and money to protect against security breaches or to
alleviate problems caused by such breaches. Security breaches could also expose
us to a risk of loss or litigation and possible liability. We cannot be certain
that our security measures will prevent security breaches.

                                       33
<PAGE>

Additional regulation of online commerce could adversely affect demand for our
products and services.

     There are currently few laws and regulations directly applicable to the
Internet and e-commerce services. However, we expect that additional regulation
may be adopted covering issues such as user privacy, pricing, content,
copyrights, distribution, antitrust and characteristics and quality of products
and services. In addition, the growth and development of e-commerce may prompt
calls for more stringent buyer protection laws that may impose additional
burdens on those companies conducting business online. The adoption of any
additional laws or regulations may decrease the growth of the Internet or
commercial online services, which could, in turn, decrease the demand for our
products and services. Additional regulation could also increase our cost of
doing business.

The application of sales and other taxes to online commerce could adversely
affect demand for our products and services and are administratively burdensome.

     The application of sales and other taxes by state and local governments to
online commerce is uncertain and may take years to resolve. In particular, the
federal government and a number of states are currently reviewing the
appropriate tax treatment of online commerce, and new federal laws or state tax
regulations may subject us and/or the suppliers and buyers that use our web
sites to additional state sales and income taxes. The imposition of additional
sales taxes on transactions conducted through our web sites could make this
service less valuable to buyers and adversely impact transaction volume. The
imposition of any such taxes or other regulations could have a material adverse
effect on our revenues and earnings. In addition, the collection and payment of
such taxes may cause us to incur significant administrative effort and expense.
Our failure to properly collect and pay such taxes in any jurisdiction could
subject us to penalties that could adversely affect our earnings.

New accounting rules could be proposed that could adversely affect our reported
financial results.

     Our financial statements are prepared based on generally accepted
accounting principles and SEC accounting rules. These principles and rules are
subject to change from time to time for various reasons. While we believe we
meet all current financial reporting requirements, we cannot predict at this
time whether any initiatives will be proposed or adopted that would require us
to change our accounting policies. Any change to generally accepted accounting
principles or SEC rules could adversely affect our reported financial results.


Item 3: Quantitative and Qualitative Disclosures About Market Risk

     Most of our cash equivalents, short-term and long-term investments and
capital lease obligations are at fixed interest rates, therefore the fair value
of these investments is affected by changes in market interest rates. However,
because our investment portfolio is primarily comprised of investments in U.S.
Government obligations and high-grade commercial paper, an immediate 10% change
in market interest rates would not have a material effect on the fair market
value of our portfolio. Therefore, we would not expect our operating results or
cash flows to be affected to any significant degree by the effect of a sudden
change in market interest rates on our investment portfolio.

                                       34
<PAGE>

                                    PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any material legal proceedings.


Item 2 Changes in Securities.

Not applicable.


Item 3. Defaults In Securities.

Not applicable.


Item 4. Submission of Matters to a Vote of Security Holders.

Not applicable


Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K

        (a) The following exhibits are filed as a part of, or are incorporated
        by reference into, this report on Form 10-Q:

     Exhibit
     Number                               Description
     -------                              -----------

     3.1*     Amended and Restated Certificate of Incorporation of SciQuest.com.

     3.2*     Amended and Restated Bylaws of SciQuest.com.

     4.1*     See Exhibits 3.1 and 3.2 for provisions of the Amended and
              Restated Certificate of Incorporation and Amended Bylaws of
              SciQuest.com defining rights of the holders of Common Stock of
              SciQuest.com.

     4.2*     Specimen Stock Certificate.

    10.1*     SciQuest.com, Inc. Stock Option Plan dated as of
              September 4, 1997.

    10.2*     Amendment No. 1 to SciQuest.com, Inc. Stock Option Plan dated as
              of September 11, 1998.

    10.3*     Amendment No. 2 to SciQuest.com, Inc. Stock Option Plan dated as
              of February 26, 1999.

    10.4*     Amendment No. 3 to SciQuest.com, Inc. Stock Option Plan dated as
              of March 1, 1999.

    10.5*     Amendment No. 4 to SciQuest.com, Inc. Stock Option Plan dated as
              of August 27, 1999.



                                       35

<PAGE>

    10.6*     Sublease Agreement by and between Applied Innovation, Inc. and
              SciQuest.com dated March 11, 1999.

    10.7*     Master Lease Agreement by and between Comdisco, Inc. and
              SciQuest.com dated May 21, 1999, as amended.

    10.8*     Stock Restriction Agreement by and between SciQuest.com and Antony
              Francis dated March 1, 1999.

    10.9*     Registration Rights Agreement by and among SciQuest.com and the
              purchasers of Class B Common Stock and the purchasers or Series A
              Preferred Stock dated October 17, 1997, as amended.

    10.10*    Registration Rights Agreement by and among SciQuest.com and the
              purchasers of Series C Preferred Stock dated September 29, 1998.

    10.11*    Registration Rights Agreement by and among SciQuest.com and Antony
              Francis dated March 1, 1999.

    10.12*    Registration Rights Agreement by and among SciQuest.com,
              the holders of Series B Preferred Stock and the purchasers
              of Series D Preferred Stock dated May 18, 1999, as amended.

    10.13*    Registration Rights Agreement by and among SciQuest.com and the
              holders of Series E Preferred Stock dated July 27, 1999.

    10.14*    Merger Agreement by and among SciQuest.com, SciQuest Merger
              Subsidiary, Inc., Internet Auctioneers International, Inc. and
              Mark Atlas dated July 27, 1999.

    10.15*    Merger Agreement by and among SciQuest.com, SciQuest Acquisition,
              Inc. and BioSupplyNet, Inc., dated September 29, 1998.

    10.16*    Lease Agreement by and between Duke-Weeks Realty Limited
              Partnership and SciQuest.com dated as of October 19, 1999.

    10.17*    Content Conversion Services Agreement by and between SciQuest.com
              and Requisite Technology, Inc. dated December 18, 1998.

    10.18**   Form of Strategic Alliance Plus Agreement.

    10.19**   Form of Strategic Purchasing Agreement.

    10.20**   Registration Rights Agreement by and among SciQuest.com and the
              former holders of Intralogix, Inc. stock dated January 14, 2000.

    10.21*    Amendment No. 5 to SciQuest.com, Inc. Stock Option Plan.

    10.22*    SciQuest.com, Inc. 1999 Stock Incentive Plan dated as of
              October 12, 1999.

    10.23**   First Amendment to 1999 Stock Incentive Plan.

    10.24**   Merger Agreement by and among SciQuest.com, Lujack Subsidiary,
              Inc., Intralogix, Inc., Mary T. Romac, Timothy M. Brady and
              Dale L. Young dated January 14, 2000.

    10.25**   Merger Agreement by and among SciQuest.com, SciCentral Acquisition
              Subsidiary, Inc., SciCentral.com, Inc. and the shareholders of
              SciCentral.com, Inc. dated February 2, 2000.



                                       36
<PAGE>

    10.26**   Registration Rights Agreement by and among SciQuest.com and the
              former holders of SciCentral, Inc. stock dated February 2, 2000.

    10.27**   Agreement and Plan of Merger and Reorganization between
              SciQuest.com, SciQuest Acquisition, Inc. and EMAX Solution
              Partners, Inc. dated March 13, 2000.

    10.28**   Registration Rights Agreement by and among SciQuest.com and the
              former holders of EMAX Solution Partners, Inc. dated March 13,
              2000.

    10.29***  SciQuest.com, Inc. 2000 Employee Stock Purchase Plan.

    10.30**** Second Amendment to 1999 Stock Incentive Plan.

---------------------

    *     Incorporated by reference to SciQuest.com's Registration Statement on
          Form S-1 (Reg. No. 333-87433).
    **    Incorporated by reference to SciQuest.com's Registration Statement on
          Form S-1 (Reg. No. 333-32582).
    ***   Incorporated by reference to SciQuest.com's Quarterly Report on
          Form 10-Q for the quarter ended September 30, 2000.
    ****  Incorporated by reference to SciQuest.com's Annual Report on Form
          10-K for the year ended December 31, 2000.


          (b) Reports on Form 8-K.

          None.

                                       37
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    SCIQUEST.COM, INC.
Date  May 14, 2001                  /s/ Stephen J. Wiehe
     ---------------                ----------------------------------------
                                    Stephen J. Wiehe
                                    Chief Executive Officer
                                    (Principal Executive Officer)

Date  May 14, 2001                  /s/ James J. Scheuer
     ----------------               ----------------------------------------
                                    James J. Scheuer
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       38