CARSDIRECT COM INC S-1

FORM S-1

SHARE PURCHASE AGREEMENT DATED JULY 16, 1999

ASSET PURCHASE AGREEMENT DATED OCTOBER 19, 1999

ROLL-UP AGREEMENT DATED DECEMBER 16, 1999

RESTATED CERTIFICATE OF INCORPORATION OF THE REGISTRANT

BYLAWS OF THE REGISTRANT

FOURTH AMENDED & RESTATED INVESTOR RIGHTS AGRMT

STOCK PURCHASE WARRANT DATED NOVEMBER 4, 1999

STOCK PURCHASE WARRANT DATED JANUARY 13, 2000

CONVERTIBLE SUBORDINATED PROMISSORY NOTE - 9/28/99

WARRANT TO PURCHASE - DATED OCTOBER 29, 1999

COMMON STOCK PURCHASE WARRANT DATED DEC. 16, 1999

STOCKHOLDER AGREEMENT DATED DECEMBER 30, 1999

FORM OF NOTE AND SECURITY AGREEMENT

SECURED PROMISSORY NOTE DATED SEPTEMBER 1, 1999

SECURED PROMISSORY NOTE DATED NOVEMBER 8, 1999

ROBERT BRISCO EMPLOYMENT AGREEMENT DATED 11/8/99

CHRISTINE BUCKLIN EMPLOYMENT AGREEMENT - 11/4/99

EMPLOYMENT AGREEMENT - FREDERICK G. SILNY

EMPLOYMENT AGREEMENT DATED SEPTEMBER 30, 1999

FORM OF INDEMNIFICATION AGREEMENT

STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE

FIRST AMENDMENT TO MULTI-TENANT LEASE NET - 4/24/00

AGREEMENT OF LEASE, DATED OCTOBER 19, 1999

AMENDMENT NO. 1 TO STRATEGIC ALLIANCE AGREEMENT

CONSULTING AGREEMENT DATED APRIL 1, 1999

SEPARATION AND CONSULTING AGREEMENT

LIST OF SUBSIDIARIES

CONSENT OF INDEPENDENT ACCOUNTANTS

CONSENT OF INDEPENDENT ACCOUNTANTS

FINANCIAL DATA SCHEDULE