EDOCS INC S-1

FORM S-1

FORM OF UNDERWRITING AGREEMENT

CERTIFICATE OF INCORPORATION

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORP

FORM OF CERTIFICATE OF AMENDMENT TO CERTIFICATE OF

BY-LAWS OF THE REGISTRANT

FORM OF AMENDED AND RESTATED BY-LAWS

1998 STOCK OPTION PLAN AS AMENDED

FORM OF 2000 STOCK OPTION AND INCENTIVE PLAN

FORM OF 2000 EMPLOYEE STOCK PURCHASE PLAN

REGISTRATION RIGHTS AGREEMENT

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT

AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT

STOCK RESTRICTION AGREEMENT

LEASE AGREEMENT (08/09/1999)

AMENDMENT NO. 1 TO LEASE AGREEMENT (MET LIFE)

AGREEMENT FOR CONSULTING SERVICES

STANDALONE LICENSE AGREEMENT (06/28/1999)

STANDALONE AGREEMENT FOR CONSULTING SERVICES

WARRANT AGREEMENT RE: MASTER LICENSE AGREEMENT

WARRANT AGREEMENT RE: LOAN & SECURITY AGREEMENT

CONSENT OF PRICEWATERHOUSECOOPERS LLP

FINANCIAL DATA SCHEDULE