WEBRIDGE INC S-1/A

AMENDMENT NO.1 TO FORM S-1

RESTATED CERTIFICATE OF INCORPORATION

FORM OF REGISTRANT'S BYLAWS

FIRST REFUSAL AND CO-SALE AGREEMENT

INVESTORS' RIGHTS AGREEMENT

REGISTRANT'S 2000 STOCK INCENTIVE PLAN

REGISTRANT'S EMPLOYEE STOCK PURCHASE PLAN

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

SUBSIDIARIES OF THE REGISTRANT

CONSENT OF KPMG LLP

FINANCIAL DATA SCHEDULE