TALK CITY INC S-1

S-1

FORM S-1

EX-4.2

THIRD AMEND. AND RESTATED SHAREHOLDERS RIGHTS AGMT

EX-10.2

1996A STOCK OPTION PLAN AND RELATED AGREEMENTS

EX-10.4

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.5

1999 DIRECTOR OPTION PLAN

EX-10.6

OFFICE LEASE AGREEMENT, DATED MAY 21, 1997

EX-10.7

OFFICE LEASE AGREEMENT, DATED FEBRUARY 28, 1999

EX-10.8

REPURCHASE AGREEMENT, DATED NOVEMBER 20, 1996

EX-10.9

REPURCHASE AGREEMENT, JENNA WOODUL

EX-10.10

STOCK OPTION AGREEMENT, DATED MARCH 1, 1999

EX-10.11

MASTER SERVICE AGREEMENT, DATED APRIL 19, 1999

EX-10.12

NETWORK AFFILIATION AGREEMENT, MARCH 1, 1998

EX-10.13

CONTENT AND SERVICES AGMT., EFFECTIVE JUL 19, 1998

EX-10.14

CONTRACT, DATED MAY 13, 1997 NFO RESEARCH

EX-10.15

OPERATING AGREEMENT, DATED AUGUST 24, 1998

EX-10.16

HEARST-TALK CITY OPERATING AGREEMENT

EX-10.17

SERIES D PREFERRED STOCK PURCHASE AGREEMENT

EX-10.18

NBC-TALK CITY CHAT SERVICES AGREEMENT

EX-10.19

LETTER AGREEMENT, DATED FEBRUARY 25, 1998

EX-21.1

SUBSIDIARIES OF THE REGISTRANT

EX-23.2

CONSENT OF KPMG LLP, INDEPENDENT AUDITORS

EX-27

FINANCIAL DATA SCHEDULE