<PAGE>

     As filed with the Securities and Exchange Commission on April 13, 2000

                                                   Registration No. 333-________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           __________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           __________________________

                               SciQuest.com, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                         <C>
          Delaware                                56-2127592
(State or Other Jurisdiction of               (I.R.S. Employer
Incorporation or Organization)              Identification Number)
</TABLE>

                       5151 McCrimmon Parkway, Suite 208
                       Morrisville, North Carolina  27560
          (Address of Principal Executive Offices, Including Zip Code)

                         ______________________________

              EMAX Solution Partners, Inc. 1993 Stock Option Plan
                           (Full title of the Plan)

                         ______________________________

<TABLE>
<S>                                               <C>
                                                              Copy to:
          M. Scott Andrews                          Grant W. Collingsworth, Esq.
       Chief Executive Officer                    Morris, Manning & Martin, L.L.P.
         SciQuest.com, Inc.                         1600 Atlanta Financial Center
       5151 McCrimmon Parkway                         3343 Peachtree Road, N.E.
 Morrisville, North Carolina  27560                    Atlanta, Georgia  30326
           (919) 659-2100                                  (404) 233-7000
</TABLE>

   (Name and Address and Telephone Number, Including Area Code, of Agent for
                                   Service.)
                        ________________________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                               Proposed Maximum      Proposed Maximum
       Title of Securities                 Amount to be         Offering Price      Aggregate Offering      Amount of Registration
        to be Registered                    Registered           Per Share(1)           Price(1)                     Fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                 <C>                  <C>                     <C>
Common Stock issuable under EMAX Solution
 Partners, Inc. 1993 Stock Option Plan      388,894                $20.0625             $3,621,973                   $957
==================================================================================================================================
</TABLE>
___________

(1) Computed in accordance with Rule 457(c) and (h) solely for the purpose of
    calculating the registration fee.  Computation based (i) on the weighted
    average per share exercise price (rounded to the nearest cent) of options
    granted under the referenced plan and (ii) the high and low prices on the
    Nasdaq National Market on April 11, 2000 for shares reserved for options not
    yet granted.
<PAGE>

                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I will be
delivered by SciQuest.com, Inc. (the "Company") as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").  In accordance
with the instructions of Part I of Form S-8, these documents will not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.  These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute the prospectus as required by Section
10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The following documents filed with the Commission are incorporated herein
by reference:

     (a) the Company's Annual Report on Form 10-K for the year ended December
31, 1999;

     (b) the Company's Current Report on Form 8-K, dated March 22, 2000; and

     (c) the description of the Company's common stock, $0.01 par value per
share ("Common Stock") contained in the Company's Registration Statement on Form
8-A, filed with the Commission on June 18, 1999 (Registration No. 000-26435).

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering of the shares of Common
Stock offered hereby shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof.

     The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference into the information that this Prospectus
incorporates).  Written or telephone requests should be directed to James J.
Scheuer, SciQuest.com, Inc., 5151 McCrimmon Parkway, Morrisville, North Carolina
27560; telephone number:  (919) 659-2100.

Item 4.    Description of Securities.

     Because the securities to be awarded pursuant to this registration
statement are registered under Section 12 of the Securities Exchange Act of
1934, this item is inapplicable.

Item 5.    Interests of Named Experts and Counsel.

     There are no interests required to be disclosed pursuant to this Item 5.

Item 6.    Indemnification of Directors and Officers.


     Our Amended and Restated Certificate of Incorporation limits personal
liability for breach of the fiduciary duty of our directors to the fullest
extent provided by the Delaware General Corporation Law.  Such provisions
provide that no director of SciQuest.com shall have personal liability to us or
to our stockholders for monetary damages for breach of fiduciary duty of care or
other duty as a director.  However, such provisions shall not eliminate or limit
the liability of a director

     .  for any breach of the director's duty of loyalty to us or our
        stockholders;

     .  for acts or omissions not in good faith or which involve intentional
        misconduct or a knowing violation or law;
<PAGE>

     .  for voting or assenting to unlawful distributions; or

     .  for any transaction for which the director derived an improper personal
        benefit.

     The Delaware General Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under our bylaws, any
agreement, a vote of our stockholders or otherwise.  The Company's certificate
of incorporation eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law
and provides that the registrant shall fully indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was our director or
officer of is or was serving at our request as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.

     At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under our certificate of incorporation.  The Company is
not aware of any threatened litigation or proceeding that may result in a claim
for such indemnification.

Item 7.    Exemption from Registration Claimed.

     As no restricted securities are to be reoffered or resold pursuant to this
Registration Statement, this item is inapplicable.

Item 8.    Exhibits.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:


<TABLE>
<CAPTION>
   Exhibit No.                     Description
   -----------                     -----------
   <C>             <S>
       4.1*        Second Amended and Restated Certificate of Incorporation of the Company
       4.2*        Bylaws of the Company
       4.3         EMAX Solution Partners, Inc. 1993 Stock Option Plan
       5.1         Opinion of Morris, Manning & Martin, L.L.P., as to the legality of the
                   securities being registered.
      23.1         Consent of PricewaterhouseCoopers LLP
      23.2         Consent of KPMG LLP
      23.3         Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit 5.1).
</TABLE>

*  Incorporated by reference to exhibits to the Company's Registration Statement
   on Form S-1 (File No. 333-87433), declared effective November 19, 1999.


Item 9.    Undertakings.

     (a)   The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

              (i)  To include any prospectus required by Section 10(a)(3) of
                   the Securities Act;
<PAGE>

              (ii) To reflect in the prospectus any facts or events arising
                   after the effective date of the Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the Registration
                   Statement;

             (iii) To include any material information with respect to the plan
                   of distribution not previously disclosed in the Registration
                   Statement or any material change to such information in the
                   Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from the registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>

                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Morrisville, State of North Carolina, on this the
11th day of April, 2000.


                                    SciQuest.com, Inc.


                                 By: /s/ M. Scott Andrews
                                    ------------------------------------
                                    M. Scott Andrews
                                    Chief Executive Officer


     Pursuant to the requirements of the Securities Act this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:

<TABLE>
<S>                                    <C>                                                              <C>
/s/ M. Scott Andrews                   Chief Executive Officer and Director                             April 11, 2000
------------------------------------   (Principal Executive Officer)
M. Scott Andrews


/s/ Peyton C. Anderson                 Executive Vice President-Business                                April 11, 2000
------------------------------------   Development and Director
Peyton C. Anderson

/s/ James J. Scheuer                   Chief Financial Officer (Principal                               April 11, 2000
------------------------------------   Financial and Accounting Officer)
James J. Scheuer

/s/ Noel J. Fenton                     Director                                                         April 11, 2000
------------------------------------
Noel J. Fenton

/s/ Gautam Prakash                     Director                                                         April 11, 2000
------------------------------------
Gautam Prakash

/s/ Alan J. Taetle                     Director                                                         April 11, 2000
------------------------------------
Alan J. Taetle

/s/ Bruce J. Boehm                     Director                                                         April 11, 2000
------------------------------------
Bruce J. Boehm

                                                                                                        April 11, 2000
/s/ Timothy T. Weglicki                Director
------------------------------------
Timothy T. Weglicki
</TABLE>
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

                   Exhibits Incorporated Herein by Reference

<TABLE>
<CAPTION>
      Designation of Exhibit        Description of Exhibit
      ----------------------        ----------------------
      <C>                      <S>
               4.1*            Second Amended and Restated Articles of
                                Incorporation of the Company

               4.2*            Bylaws of the Company
</TABLE>

* Incorporated by referenced to exhibits to the Company's Registration Statement
  on Form S-1 (File No. 333-87433), declared effective November 19, 1999.

<TABLE>
<CAPTION>
                        Exhibits Filed Herewith
<C>                  <S>
               4.3   EMAX Solution Partners, Inc. 1993 Stock Option Plan
               5.1   Opinion of Morris, Manning & Martin, L.L.P., as to the
                     legality of the securities being registered.
              23.1   Consent of PricewaterhouseCoopers LLP
              23.2   Consent of KPMG LLP
              23.3   Consent of Morris, Manning & Martin, L.L.P. (included in
                     Exhibit 5.1).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17696}]
{"company-data": {"conformed-name": "SCIQUEST COM INC", "cik": "0001082526", "assigned-sic": "7389", "irs-number": "562127592", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34740", "film-number": "600669"}, "business-address": {"street1": "5151 MCCRIMMON PARKWAY", "street2": "SUITE 208", "city": "MORRISVILLE", "state": "NC", "zip": "27560", "phone": "9196592100"}}
As filed with the Securities and Exchange Commission on April 13, 2000

                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           __________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           __________________________

                               SciQuest.com, Inc.
             (Exact Name of Registrant as Specified in Its Charter)
Delaware                                56-2127592
(State or Other Jurisdiction of               (I.R.S. Employer
Incorporation or Organization)              Identification Number)
5151 McCrimmon Parkway, Suite 208
                       Morrisville, North Carolina  27560
          (Address of Principal Executive Offices, Including Zip Code)

                         ______________________________

              EMAX Solution Partners, Inc. 1993 Stock Option Plan
                           (Full title of the Plan)

                         ______________________________
Copy to:
          M. Scott Andrews                          Grant W. Collingsworth, Esq.
       Chief Executive Officer                    Morris, Manning & Martin, L.L.P.
         SciQuest.com, Inc.                         1600 Atlanta Financial Center
       5151 McCrimmon Parkway                         3343 Peachtree Road, N.E.
 Morrisville, North Carolina  27560                    Atlanta, Georgia  30326
           (919) 659-2100                                  (404) 233-7000
(Name and Address and Telephone Number, Including Area Code, of Agent for
                                   Service.)
                        ________________________________

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum      Proposed Maximum
       Title of Securities                 Amount to be         Offering Price      Aggregate Offering      Amount of Registration
        to be Registered                    Registered           Per Share(1)           Price(1)                     Fee
----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable under EMAX Solution
 Partners, Inc. 1993 Stock Option Plan      388,894                $20.0625             $3,621,973                   $957
==================================================================================================================================
___________

(1) Computed in accordance with Rule 457(c) and (h) solely for the purpose of
    calculating the registration fee.  Computation based (i) on the weighted
    average per share exercise price (rounded to the nearest cent) of options
    granted under the referenced plan and (ii) the high and low prices on the
    Nasdaq National Market on April 11, 2000 for shares reserved for options not
    yet granted.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I will be
delivered by SciQuest.com, Inc. (the "Company") as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").  In accordance
with the instructions of Part I of Form S-8, these documents will not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.  These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute the prospectus as required by Section
10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The following documents filed with the Commission are incorporated herein
by reference:

     (a) the Company's Annual Report on Form 10-K for the year ended December
31, 1999;

     (b) the Company's Current Report on Form 8-K, dated March 22, 2000; and

     (c) the description of the Company's common stock, $0.01 par value per
share ("Common Stock") contained in the Company's Registration Statement on Form
8-A, filed with the Commission on June 18, 1999 (Registration No. 000-26435).

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering of the shares of Common
Stock offered hereby shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof.

     The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference into the information that this Prospectus
incorporates).  Written or telephone requests should be directed to James J.
Scheuer, SciQuest.com, Inc., 5151 McCrimmon Parkway, Morrisville, North Carolina
27560; telephone number:  (919) 659-2100.

Item 4.    Description of Securities.

     Because the securities to be awarded pursuant to this registration
statement are registered under Section 12 of the Securities Exchange Act of
1934, this item is inapplicable.

Item 5.    Interests of Named Experts and Counsel.

     There are no interests required to be disclosed pursuant to this Item 5.

Item 6.    Indemnification of Directors and Officers.

     Our Amended and Restated Certificate of Incorporation limits personal
liability for breach of the fiduciary duty of our directors to the fullest
extent provided by the Delaware General Corporation Law.  Such provisions
provide that no director of SciQuest.com shall have personal liability to us or
to our stockholders for monetary damages for breach of fiduciary duty of care or
other duty as a director.  However, such provisions shall not eliminate or limit
the liability of a director

     .  for any breach of the director's duty of loyalty to us or our
        stockholders;

     .  for acts or omissions not in good faith or which involve intentional
        misconduct or a knowing violation or law;
.  for voting or assenting to unlawful distributions; or

     .  for any transaction for which the director derived an improper personal
        benefit.

     The Delaware General Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under our bylaws, any
agreement, a vote of our stockholders or otherwise.  The Company's certificate
of incorporation eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law
and provides that the registrant shall fully indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was our director or
officer of is or was serving at our request as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.

     At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under our certificate of incorporation.  The Company is
not aware of any threatened litigation or proceeding that may result in a claim
for such indemnification.

Item 7.    Exemption from Registration Claimed.

     As no restricted securities are to be reoffered or resold pursuant to this
Registration Statement, this item is inapplicable.

Item 8.    Exhibits.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit No.                     Description
   -----------                     -----------
4.1*        Second Amended and Restated Certificate of Incorporation of the Company
       4.2*        Bylaws of the Company
       4.3         EMAX Solution Partners, Inc. 1993 Stock Option Plan
       5.1         Opinion of Morris, Manning & Martin, L.L.P., as to the legality of the
                   securities being registered.
      23.1         Consent of PricewaterhouseCoopers LLP
      23.2         Consent of KPMG LLP
      23.3         Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit 5.1).
*  Incorporated by reference to exhibits to the Company's Registration Statement
   on Form S-1 (File No. 333-87433), declared effective November 19, 1999.

Item 9.    Undertakings.

     (a)   The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

              (i)  To include any prospectus required by Section 10(a)(3) of
                   the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
                   after the effective date of the Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the Registration
                   Statement;

             (iii) To include any material information with respect to the plan
                   of distribution not previously disclosed in the Registration
                   Statement or any material change to such information in the
                   Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from the registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Morrisville, State of North Carolina, on this the
11th day of April, 2000.

                                    SciQuest.com, Inc.

                                 By: /s/ M. Scott Andrews
                                    ------------------------------------
                                    M. Scott Andrews
                                    Chief Executive Officer

     Pursuant to the requirements of the Securities Act this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
/s/ M. Scott Andrews                   Chief Executive Officer and Director                             April 11, 2000
------------------------------------   (Principal Executive Officer)
M. Scott Andrews

/s/ Peyton C. Anderson                 Executive Vice President-Business                                April 11, 2000
------------------------------------   Development and Director
Peyton C. Anderson

/s/ James J. Scheuer                   Chief Financial Officer (Principal                               April 11, 2000
------------------------------------   Financial and Accounting Officer)
James J. Scheuer

/s/ Noel J. Fenton                     Director                                                         April 11, 2000
------------------------------------
Noel J. Fenton

/s/ Gautam Prakash                     Director                                                         April 11, 2000
------------------------------------
Gautam Prakash

/s/ Alan J. Taetle                     Director                                                         April 11, 2000
------------------------------------
Alan J. Taetle

/s/ Bruce J. Boehm                     Director                                                         April 11, 2000
------------------------------------
Bruce J. Boehm

                                                                                                        April 11, 2000
/s/ Timothy T. Weglicki                Director
------------------------------------
Timothy T. Weglicki
EXHIBIT INDEX
                                 -------------

                   Exhibits Incorporated Herein by Reference
Designation of Exhibit        Description of Exhibit
      ----------------------        ----------------------
4.1*            Second Amended and Restated Articles of
                                Incorporation of the Company

               4.2*            Bylaws of the Company
* Incorporated by referenced to exhibits to the Company's Registration Statement
  on Form S-1 (File No. 333-87433), declared effective November 19, 1999.
Exhibits Filed Herewith
4.3   EMAX Solution Partners, Inc. 1993 Stock Option Plan
               5.1   Opinion of Morris, Manning & Martin, L.L.P., as to the
                     legality of the securities being registered.
              23.1   Consent of PricewaterhouseCoopers LLP
              23.2   Consent of KPMG LLP
              23.3   Consent of Morris, Manning & Martin, L.L.P. (included in
                     Exhibit 5.1).