M2DIRECT INC S-1

S-1

INITIAL FILING OF THE REGISTRATION STATEMENT

EX-2.1

AGREEMENT AND PLAN OF MERGER

EX-2.2

AGREEMENT AND PLAN OF MERGER

EX-2.3

ASSET PURCHASE AGREEMENT

EX-2.4

AGREEMENT AND PLAN OF MERGER

EX-2.5

AGREEMENT AND PLAN OF MERGER

EX-3.1

AMENDED AND RESTATED ARTICLES

EX-3.2

BYLAWS OF M2DIRECT

EX-10.1

SERVICE AGREEMENT

EX-10.2

AGREEMENT BY AND BETWEEN CONTROL GROUP LTD.

EX-10.3

AGREEMENT REGARDING FLIGHTS AND IV AND V

EX-10.4

AGREEMENT REGARDING DATA-RELATED

EX-10.5

LETTER AGREEMENT DATED AS OF APRIL 16, 1999

EX-10.6

STOCK PURCHASE WARRANT

EX-10.7

STOCK PURCHASE WARRANT ISSUED AS OF MARCH 6, 1998

EX-10.8

STOCK PURCHASE WARRANT ISSUED AS FEB. 2, 1999

EX-10.9

STOCK PURCHASE WARRANT ISSUED AS OF FEB. 3, 1999

EX-10.10

EMPLOYMENT AGREEMENT DATED AS OF MARCH 6, 1998

EX-10.11

EMPLOYMENT AGREEMENT DATED AS OF MARCH 6, 1998

EX-10.12

EMPLOYMENT AGREEMENT DATED AS OF MARCH 6, 1998

EX-10.13

EMPLOYMENT AGREEMENT DATED AS OF MARCH 6, 1998

EX-10.14

EMPLOYMENT AGREEMENT DATED AS OF MARCH 6, 1998

EX-10.15

EMPLOYMENT AGREEMENT DATED AS OF MARCH 6, 1998

EX-10.16

FORM OF INDEMNIFICATION AGREEMENT

EX-10.17

FORM OF STOCK OPTION

EX-10.18

FORM OF INVESTOR RIGHTS AGREEMENT

EX-10.20

EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.21

LOAN AGREEMENT DATED AS OF MARCH 30, 1999

EX-10.22

PROMISSORY NOTE DATED AS OF MARCH 30, 1999

EX-10.23

FIRST AMENDMENT TO PROMISSORY NOTE

EX-10.24

LETTER AGREEMENT DATED AS OF MAY 24, 1999

EX-21.1

SUBSIDIARIES OF M2DIRECT, INC.

EX-23.2

CONSENT OF ARTHUR ANDERSEN, LLP

EX-27.1

FINANCIAL DATA SCHEDULE