AVERSTAR INC S-1

S-1

FORM S-1

EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.4

BYLAWS OF AVERSTAR

EX-10.2

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT

EX-10.2

AMENDMENT TO SECURITIES PURCHASE AGREEMENT

EX-10.3

LEASE DATED JULY 31, 1996

EX-10.4

LEASE AGREEMENT DATED MAY 23, 1997

EX-10.5

LEASE AGREEMENT DATED OCTOBER 31, 1997

EX-10.6

SECOND LEASE AMENDMENT DATED MARCH 16, 1999

EX-10.7

CONSULTING AGREEMENT DATED AUGUST 31, 1995

EX-10.8

ASSIGNMENT AGREEMENT

EX-10.9

AVERSTAR, INC. 1998 LONG TERM INCENTIVE PLAN

EX-10.9

NON-QUALIFIED STOCK OPTION AGREEMENT

EX-10.10

EMPLOYMENT AGREEMENT - MICHAEL B. ALEXANDER

EX-10.11

AMENDMENT TO EMPLOYMENT AGREEMENT - M.B. ALEXANDER

EX-10.13

EMPLOYMENT AGREEMENT - JOSEPH A. SAPONARO

EX-10.14

AMENDMENT TO EMPLOYMENT AGREEMENT - SAPONARO

EX-10.16

ASSIGNMENT AND ASSUMPTION AGREEMENT

EX-10.17

EMPLOYMENT AGREEMENT - JOHN C. RENNIE

EX-10.18

NON-COMPETITION AGREEMENT

EX-10.19

EMPLOYMENT AGREEMENT - SIGMUND H. GOLDBLUM

EX-10.20

NON-COMPETITION AGREEMENT - SIGMUND GOLDBLUM

EX-10.21

EMPLOYMENT AGREEMENT - BARBARA LANDES

EX-10.22

TERMINATION BENEFIT AGREEMENT

EX-21

AVERSTAR SUBSIDIARIES

EX-23.2

CONSENT OF ERNST & YOUNG LLP

EX-23.2

CONSENT OF ERNST & YOUNG LLP

EX-23.3

CONSENT OF GRANT THORNTON LLP

EX-23.4

CONSENT OF ARONSON, FETRIDGE & WEIGLE

EX-27

FINANCIAL DATA SCHEDULE