AVERSTAR INC S-1

FORM S-1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

BYLAWS OF AVERSTAR

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT

AMENDMENT TO SECURITIES PURCHASE AGREEMENT

LEASE DATED JULY 31, 1996

LEASE AGREEMENT DATED MAY 23, 1997

LEASE AGREEMENT DATED OCTOBER 31, 1997

SECOND LEASE AMENDMENT DATED MARCH 16, 1999

CONSULTING AGREEMENT DATED AUGUST 31, 1995

ASSIGNMENT AGREEMENT

AVERSTAR, INC. 1998 LONG TERM INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

EMPLOYMENT AGREEMENT - MICHAEL B. ALEXANDER

AMENDMENT TO EMPLOYMENT AGREEMENT - M.B. ALEXANDER

EMPLOYMENT AGREEMENT - JOSEPH A. SAPONARO

AMENDMENT TO EMPLOYMENT AGREEMENT - SAPONARO

ASSIGNMENT AND ASSUMPTION AGREEMENT

EMPLOYMENT AGREEMENT - JOHN C. RENNIE

NON-COMPETITION AGREEMENT

EMPLOYMENT AGREEMENT - SIGMUND H. GOLDBLUM

NON-COMPETITION AGREEMENT - SIGMUND GOLDBLUM

EMPLOYMENT AGREEMENT - BARBARA LANDES

TERMINATION BENEFIT AGREEMENT

AVERSTAR SUBSIDIARIES

CONSENT OF ERNST & YOUNG LLP

CONSENT OF ERNST & YOUNG LLP

CONSENT OF GRANT THORNTON LLP

CONSENT OF ARONSON, FETRIDGE & WEIGLE

FINANCIAL DATA SCHEDULE