EXHIBIT 2.2

                               AMENDMENT NO.1 TO
                             AGREEMENT AND PLAN OF
                           MERGER AND REORGANIZATION

     THIS AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
(this "Amendment") is made and entered into as of March 22, 2000, by and among
SCIQUEST.COM, INC., a Delaware corporation ("SciQuest"), SCIQUEST ACQUISITION,
INC., a Delaware corporation and wholly-owned subsidiary of SciQuest ("Merger
Sub"), and EMAX SOLUTION PARTNERS, INC., a Delaware corporation ("Company").

                                  WITNESSETH:

     WHEREAS, SciQuest, Merger Sub and the Company are parties to that certain
Agreement and Plan of Merger and Reorganization, dated as of March 13, 2000 (the
"Original Agreement");

     WHEREAS, capitalized terms used herein, unless otherwise defined herein
shall have the meanings ascribed to them in the Original Agreement; and

     WHEREAS, SciQuest, Merger Sub and the Company desire to amend the Original
Agreement.

     NOW, THEREFORE, in consideration of the premises set forth herein, the
parties hereto agree as follows:

     1.   Section 1.4 of the Original Agreement is hereby amended to read in its
entirety as follows:

          1.4  Certificate of Incorporation and Bylaws of Surviving Corporation.

               (a)  The Certificate of Incorporation of the Company in effect at
     the Effective Time shall be the Certificate of Incorporation of the
     Surviving Corporation from and after the Effective Time until thereafter
     amended as provided by law and such Certificate of Incorporation and bylaws
     of the Surviving Corporation; provided, however, that such Certificate of
     Incorporation shall be amended and restated in its entirety to read as set
     forth on Exhibit A hereto.
              ---------

               (b)  The bylaws of Merger Sub, as in effect immediately prior to
     the Effective Time, shall be the bylaws of the Surviving Corporation until
     thereafter amended as provided by such bylaws, the Certificate of
     Incorporation and applicable law.

     2.   As amended by this Amendment, the Original Agreement shall continue in
full force and effect in accordance with its terms.



     4.   This Amendment shall be governed by, and construed and enforced in
accordance with, the terms of the Original Agreement.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.


SCIQUEST.COM, INC.                      SCIQUEST ACQUISITION, INC.



By: /s/ James J. Scheuer                BY: /s/ James J. Scheuer
    ------------------------------          ---------------------------
    James J. Scheuer                        James J. Scheuer
    Vice President                          Vice President


EMAX SOLUTION PARTNERS, INC.


By: /s/ John N. Connor
    ------------------------------
    John N. Connor
    President and Chief Executive Officer

                                      -2-



                                   EXHIBIT A
                                   ---------

                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION

                                      OF

                         EMAX SOLUTION PARTNERS, INC.

                                      I.

     The name of the corporation is EMAX Solution Partners, Inc.

                                      II.

     The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

                                     III.

     The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under General Corporation Law of Delaware.

                                      IV.

     The total number of shares of stock which the corporation shall have
authority to issue is One Hundred (100) shares of common stock at $0.001 par
value per share.

                                      V.

     The board of directors is authorized to make, alter or repeal the bylaws of
the corporation. Election of directors need not be by written ballot.

                                      VI.

     A director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that such exemption from liability or limitation thereof is
not permitted under the General Corporation Law of the State of Delaware as
currently in effect or as the same may hereafter be amended. If the General
Corporation Law of the State of Delaware is amended after the date hereof to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended.



No amendment, modification or repeal of this Article VII shall adversely affect
 any right or protection of a director that exists at the time of such
 amendment, modification or repeal.

                                     VII.

     The Corporation is to have perpetual existence.

                                      -2-