MODUS MEDIA INTERNATIONAL HOLDINGS INC S-1

S-1

FORM S-1

EX-3.1

RESTATED CERTIFICATE OF INCORPORATION OF THE REGIS

EX-3.3

BY-LAWS OF THE REGISTRANT

EX-10.1

CONTRIBUTION AGREEMENT DATED DECEMBER 15, 1997

EX-10.2

TAX SHARING AGREEMENT

EX-10.3

1997 STOCK INCENTIVE PLAN AS AMENDED

EX-10.4

FORMS OF OPTION GRANTS UNDER 1997 STOCK INCENTIVE

EX-10.5

1999 MANAGEMENT INCENTIVE PLAN

EX-10.7

SUBLEASE DATED JUNE 18, 1997

EX-10.8

LEASE DATED DECEMBER 19, 1994 BETWEEN LIEBOCH AND T

EX-10.9

LEASE DATED DECEMBER 2, 1996 BETWEEN HOUSING & DEV

EX-10.10

LEASE DATED DECEMBER 3, 1994 BETWEEN NOVELL AND RR

EX-10.11

AMENDED AND RESTATED 7-3/4% UNSECURED PROMISSORY NO

EX-10.12

7-3/4% SECURED NON-RECOURSE PROMISSORY NOTE

EX-10.13

AMENDED AND RESTATED 7.25% UNSECURED PROMISSORY

EX-10.14

AMENDED AND RESTATED NOTE BETWEEN RONALD LEITCH

EX-10.15

EMPLOYEE AGREEMENT AS AMENDED

EX-10.16

CREDIT AGREEMENT DATED AS OF DECEMBER 15, 1997

EX-10.17

AGREEMENT DATED JANUARY 20, 1999

EX-10.18

BUSINESS TRANSFER AGREEMENT DATED DECEMBER 28, 1998

EX-10.19

AMENDED AND RESTATED JOINT VENTURE AGREEMENT

EX-10.20

MASTER AGREEMENT DATED NOVEMBER 11, 1998

EX-21.1

SUBSIDIARIES OF THE REGISTRANT

EX-23.1

CONSENT OF ARTHUR ANDERSEN LLP

EX-27.1

FINANCIAL DATA SCHEDULE