QUINTUS CORP S-1

S-1

FORM S-1

EX-2.1

AGREEMENT AND PLAN OF REORGANIZATION

EX-3.1

CERTIFICATE OF INCORPORATION

EX-3.2

FORM OF RESTATED CERT. OF INCORP. (ACQUISITION)

EX-3.3

FORM OF RESTATED CERT. OF INCORP. (OFFERING)

EX-3.4

AMENDED AND RESTATED BYLAWS OF THE REGISTRANT

EX-4.3

FORM OF AMENDED & RESTATED INVESTORS RIGHTS AGMT

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

1995 STOCK OPTION PLAN

EX-10.3

1999 STOCK INCENTIVE PLAN

EX-10.4

EMPLOYEE STOCK PURCHASE PLAN

EX-10.5

1999 DIRECTOR OPTION PLAN

EX-10.6

LIGHT INDUSTRIAL LEASE

EX-10.7

SUBLEASE AGREEMENT (PAVILION TECH / ACUITY CORP.)

EX-10.11

EMPLOYMENT AGREEMENT WITH ALAN ANDERSON

EX-10.12

EMPLOYMENT AGREEMENT WITH JOHN BURKE

EX-10.13

LOAN AND SECURITY AGREEMENT

EX-16.1

LETTER REGARDING CHANGE IN CERTIFYING ACCOUNTANT

EX-21.1

SUBSIDIARIES OF REGISTRANT

EX-23.1

CONSENT OF DELOITTE & TOUCHE LLP

EX-23.2

CONSENT OF ERNST & YOUNG LLP

EX-23.3

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-27.1

FINANCIAL DATA SCHEDULE