BE FREE INC S-1

S-1

FORM S-1

EX-3.3

BY-LAWS OF THE REGISTRANT

EX-5

OPINION OF HALE AND DORR

EX-10.1

1998 STOCK INCENTIVE PLAN

EX-10.2

STOCK PURCHASE AND SHAREHOLDERS AGREEMENT

EX-10.3

FORM OF WARRANT

EX-10.4

STOCK PURCHASE AGREEMENT DATED 9/29/1998

EX-10.5

COMDISCO WARRANT CERTIFICATE

EX-10.6

WARRANT CERTIFICATE A-1

EX-10.7

WARRANT CERTIFICATE A-2

EX-10.8

SUBORDINATED LOAN

EX-10.9

RIGHTS AGREEMENT DATED 3/31/1999

EX-10.10

AGREEMENT WITH SAMUEL P. GERACE

EX-10.11

AGREEMENT WITH THOMAS A. GERACE

EX-10.12

LEASE DATED 11/09/1998

EX-10.13

LEASE DATED 10/20/1998 WITH LSOF

EX-10.14

LICENSE AND SERVICE AGREEMENT

EX-10.15

BFAST SERVICE ORDER FORM

EX-10.16

AGREEMENT WITH DAN NOVA

EX-10.17

INDEMNIFICATION AGREEMENT

EX-21

LIST OF SUBSIDIARIES

EX-23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

EX-27

FINANCIAL DATA SCHEDULE