D E FREY GROUP INC S-1

S-1

D.E. FREY GROUP, INC. - FORM S-1

EX-1.1

FORM OF UNDERWRITING AGREEMENT

EX-1.3

AGREEMENT AMONG UNDERWRITERS

EX-1.5

UNDERWRITER'S WARRANT AGREEMENT

EX-3.1

AMEND/RESTATE CERT OF INC

EX-4.2

10% SENIOR SUB PROMISSORY NOTE

EX-10.1

OFFICER'S INCENTIVE COMPENSATION AGREEMENT

EX-10.2

EMPLOYMENT AGREEMENT, AS A&R-DE FREY

EX-10.3

FORM OF NONCOMPETITION/SOLICITATION

EX-10.4

1992 STOCK OPTION PLAN

EX-10.5

1995 STOCK PURCHASE PLAN

EX-10.6

RECRUITING AGREEMENT

EX-10.7

FORM OF INVEST PROF AGR

EX-10.8

FORM OF BRANCH OFFICE AGR

EX-10.9

DEF FUND OPERATING AGR

EX-10.10

CSC CLEARING AGR

EX-10.11

SENIOR DEBT AGR-5/99

EX-10.12

SENIOR DEBT AGR-8/99

EX-10.13

SENIOR DEBT PLEDGE AGR

EX-10.14

BRIDGE LOAN AGR

EX-21

SUBSIDIARIES OF REGISTRANT

EX-23.1

CONSENT OF HEIN & ASSOC

EX-27

FINANCIAL DATA SCHEDULE