SMARTERKIDS COM INC S-1

S-1

FORM S-1

EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.2

2ND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.3

AMENDMENT TO 2ND AMENDED & RESTATED CERTIFICATE OF

EX-3.4

AMENDED AND RESTATED BYLAWS

EX-3.5

SECOND AMENDED AND RESTATED BYLAWS

EX-10.1

1995 STOCK PLAN

EX-10.2

1999 STOCK AND INCENTIVE OPTION

EX-10.3

1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

EX-10.4

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.5

INVESTOR RIGHTS AGREEMENT

EX-10.6

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

EX-10.7

COMMERCIAL LEASE WITH MCFARLAND

EX-10.9

LETTER AGREEMENT 11/6/98 (JEFF PUCCI)

EX-10.10

LETTER AGREEMENT 11/6/98 (RICHARD VIARD)

EX-23.2

CONSENT OF PRICEWATERHOUSECOOPERS