STAMPS COM INC S-1

S-1

FORM S-1

EX-3.1

SECOND AMENDED AND RESTATED CERTIFICATE OF INC.

EX-3.3

BYLAWS OF THE COMPANY

EX-10.1

SERIES A STOCK PURCHASE WARRANT

EX-10.2

AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

EX-10.3

PATENT ASSIGNMENT

EX-10.4

ASSIGNMENT AND LICENSE AGREEMENT

EX-10.5

EMPLOYMENT OFFER LETTER - JOHN PAYNE

EX-10.6

EMPLOYMENT AGREEMENT - MOHAN ANANDA

EX-10.8

1999 STOCK INCENTIVE PLAN

EX-10.9

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.10

FORM OF INDEMNIFICATION AGREEMENT

EX-10.11

LEASE AGREEMENT

EX-10.13

MASTER LEASE AGREEMENT

EX-10.14

QUICK START LOAN AND SECURITY AGREEMENT

EX-10.15

EMPLOYMENT OFFER LETTER - JOHN W. LAVALLE

EX-10.16

CONSULTING AGREEMENT - LOREN SMITH

EX-23.2

CONSENT OF ARTHUR ANDERSEN LLP

EX-27.1

FINANCIAL DATA SCHEDULE