WORKSCAPE INC S-1

REGISTRATION STATEMENT

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

AMENDED AND RESTATED BYLAWS

COMMON STOCK PURCHASE WARRANT (WPEP, L.P.)

COMMON STOCK PURCHASE WARRANT (WPNEP I, C.V.)

COMMON STOCK PURCHASE WARRANT (WPNEP II, C.V.)

COMMON STOCK PURCHASE WARRANT (WPNEP III, C.V.)

COMMON STOCK PURCHASE WARRANT (PHILLIPS)

COMMON STOCK PURCHASE WARRANT (PERCIA)

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

FORM OF INDEMNIFICATION AGREEMENT

SUBSIDIARIES OF WORKSCAPE, INC.

CONSENT OF ERNST & YOUNG

CONSENT OF ERNST & YOUNG LLP

CONSENT OF ERNST & YOUNG LLP

FINANCIAL DATA SCHEDULE