TRIZETTO GROUP INC S-1

S-1

FORM S-1

EX-2.1

EXCHANGE AGREEMENT DATED 10/1/97

EX-2.2

STOCK PURCHASE AGREEMENT DATED 3/5/99

EX-2.3

PARTNERSHIP INTEREST PURCHASE AGREEMENT

EX-2.4

ASSET PURCHASE AGREEMENT DATED 4/1/99

EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.3

AMENDED AND RESTATED BYLAWS OF THE REGISTRANT

EX-4.1

SPECIMEN COMMON STOCK CERTIFICATE

EX-10.1

1998 STOCK OPTION PLAN

EX-10.2

FORM OF 1998 INCENTIVE STOCK OPTION AGREEMENT

EX-10.3

1998 NONQUALIFIED STOCK OPTION PLAN

EX-10.5

EMPLOYMENT AGREEMENT W/JEFFERY H. MARGOLIS

EX-10.6

PROMISSORY NOTE DATED APRIL 30, 1998

EX-10.7

FORM OF INDEMNIFICATION AGREEMENT

EX-10.10

OFFICE LEASE AGREEMENT, DATED APRIL 26, 1999

EX-10.11

SUBLEASE AGREEMENT, DATED DECEMBER 18, 1999

EX-10.12

SUBLEASE AGREEMENT, DATED MAY 1, 1999

EX-10.18

NORTH AMERICAN PARTNER AGREEMENT, DATED 5/26/99

EX-10.19

FORM OF RESTRICTED STOCK PURCHASE AGREEMENT

EX-21.1

SUBSIDIARIES OF REGISTRANT

EX-23.2

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-27.1

FINACNIAL DATA SCHEDULE