INFLOW INC S-1

FORM S-1

AMD & RESTATED CERTIFICATE OF INCORPORATION

BYLAWS

SERIES A PREFERRED AGREEMENT DATED APRIL 5, 1999

SERIES A PREFERRED DATED APRIL 19, 1999

STOCK PURCHASE AGREEMENT DATED OCTOBER 15, 1999

SERIES B PREFERRED AGREEMENT DATED OCTOBER 27, 1999

SERIES B PREFERRED DATED OCTOBER 28, 1999

SERIES B PREFERRED AGREEMENT NOVEMBER 30, 1999

SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

SECOND AMENDED AND RESTATED INVESTORS AGREEMENT

DATA CENTER SERVICES AGREEMENT

1997 STOCK OPTION/STOCK INCENTIVE PLAN

SUBSIDIARIES OF THE REGISTRANT

CONSENT OF INDEPENDENT ACCOUNTANTS

FINANCIAL DATA SCHEDULE