PRODIGY COMMUNICATIONS INC S-1

S-1

FORM S-1

EX-3.1

CERTIFICATE OF INCORPORATION OF REGISTRANT

EX-3.2

BY-LAWS OF THE REGISTRANT

EX-10.1

AGREE. & PLAN OF CORPORATE REORGANIZATION

EX-10.2

PARTNERSHIP PURCHASE AGREEMENT

EX-10.3

NOTE EXCHANGE AGREEMENT

EX-10.4

LETTER AGREE. W/ CARSO GLOBAL TELECOM

EX-10.5

FORM OF 8% CONTINGENT CONVERTIBLE PROMISSORY NOTE

EX-10.6

CONTINGENT COMMON STOCK PURCHASE WARRANT

EX-10.7

LETTER AGREE. W/ INTERNATIONAL WIRELESS INC.

EX-10.8

FUNDING AGREEMENT (DATED 05/12/96)

EX-10.9

AMEND. FUNDING AGREEMENT (DATED 10/31/1996)

EX-10.10

AMEND. #2 FUNDING AGREEMENT (DATED 03/18/1996)

EX-10.11

PUT EXERCISE AGREEMENT (DATED 05/06/1997)

EX-10.12

INTERIM FINANCING AGREE. (DATED 01/20/1997)

EX-10.13

STOCK PURCHASE AGREE. W/ TELEFONOS DE MEXICO

EX-10.14

STOCK PURCHASE AGREE. W/ CARSO GLOBAL TELECOM

EX-10.15

STOCK PURCHASE AGREE. (DATED 07/24/1998)

EX-10.16

REGISTRATION RIGHTS AGREE. W/ GREG C. CARR

EX-10.17

SOFTWARE LICENSE & SERVICES AGREE.

EX-10.18

UNDERSTANDING AGREEMENT (DATED 08/05/1998)

EX-10.19

SPLITROCK FULL SERVICE AGREE. (DATED 06/24/1997)

EX-10.20

AGREEMENT OF SUBLEASE W/ SPLITROCK SERVICES

EX-10.30

LEASE W/ WESTCHESTER ONE LLC

EX-10.31

PROMOTION & DISTRIBUTION AGREEMENT

EX-10.32

DISTRIBUTION & LICENSING AGREEMENT

EX-10.33

EXCITE SERVICES DISTRIBUTION & CO-BRANDED AGREE.

EX-10.34

LEASE AGREE. W/ CROW-KELLY # 1

EX-10.35

INTERNET-SIGN UP WIZARD REFERRAL

EX-10.36

SOFTWARE DEVELOPMENT & PROCESSING AGREE.

EX-10.37

FORM OF PRODIGY SERVICE MEMBER AGREE.

EX-23.1

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-27.1

FINANCIAL DATA SCHEDULE