DRIVEWAY CORP S-1

FORM S-1

FORM OF LOCK-UP AGREEMENT

CERTIFICATE OF INCORPORATION

FORM OF AMENDED AND RESTATED CERT OF INCORPORATION

BYLAWS

FORM OF BYLAWS

1997 STOCK OPTION PLAN

FORM OF NOTICE OF OPTION GRANT AND STOCK OPTION AG

NOTICE OF STOCK OPTION GRANT TO C LOGAN

NOTICE OF STOCK OPTION GRANT TO M VANNEMAN

STOCK SUBSCRIPTION S LOGAN

STOCK SUBSCRIPTION K JARVI

STOCK SUBSCRIPTION L BARELS

WARRANT TO PURCHASE COMMON STOCK

WARRANT TO PURCHASE SERIES 1 PREFERRED STOCK

WARRANT TO PURCHASE SERIES B PREFERRED STOCK

WARRANT TO PURCHASE SERIES B PREFERRED STOCK

WARRANT TO PURCHASE COMMON STOCK

SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENT

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

SERIES D PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDMENT AND RESTATED INVESTOR'S RIGHTS

FORM OF INDEMNIFICATION AGREEMENT

FORM OF PROPRIETARY INFORMATION AND INVENTIONS

EMPLOYMENT AGREEMENT C LOGAN

EMPLOYMENT AGREEMENT K JARVI

EMPLOYMENT AGREEMENT M ZUKERMAN

EMPLOYMENT AGREEMENT M VANNEMAN

EMPLOYMENT AGREEMENT L JONES

SUPPLY AGREEMENT

LEASE AGREEMENT UNION SQUARE

LEASE AGREEMENT BRYANT ST

CONSENT OF ERNST & YOUNG

FINANCIAL DATA SCHEDULE