GARDEN COM INC S-1

S-1

FORM S-1

EX-3.1A

RESTATED CERTIFICATE OF INCORPORATION

EX-3.1B

RESTATED CERTIFICATE OF INCORPORATION

EX-3.2A

BY-LAWS OF GARDEN.COM

EX-3.2B

AMENDED AND RESTATED BYLAWS

EX-5.1

OPINION OF WILSON SONSINI

EX-10.1

INDEMNIFICATION AGREEMENT

EX-10.2A

AMENDED AND RESTATED 1996 STOCK OPTION

EX-10.2B

FORM OF OPTION AGREEMENT

EX-10.2C

FORM OF RESTRICTED STOCK PURCHASE AGREEMENT

EX-10.3

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.4

FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

EX-10.5

FOURTH AMENDED & RESTATED REGISTRATION RIGHTS AGR

EX-10.6

LETTER AGREEMENT

EX-10.8

FORM OF LICENSE AGREEMENT

EX-10.9

CLIENT SERVICE AGREEMENT

EX-10.10

SUBLEASE AGREEMENT

EX-10.11A

LETTER OF AGREEMENT, JAN. 12, 1997

EX-10.11B

LETTER OF AGREEMENT, JAN. 29, 1998

EX-10.11C

LETTER OF AGREEMENT, JULY 16, 1997

EX-10.12

EMPLOYMENT AGREEMENT

EX-10.13

BUY-SELL AGREEMENT

EX-23.2

CONSENT OF ERNST & YOUNG

EX-27

FINANCIAL DATA SCHEDULE