LOGICAL DESIGN SOLUTIONS INC S-1

FORM S-1

CERTIFICATE OF INCORPORATION OF LOGICAL DESIGN SOLUTIONS, INC.

BYLAWS OF LOGICAL DESIGN SOLUTIONS, INC.

9% SENIOR SUBORDINATED DEBENTURE AND WARRANT PURCHASE AGREEMENT

WARRANT AGREEMENT, DATED AS OF MARCH 19, 1997

SHAREHOLDERS AGREEMENT, DATED AS OF MARCH 19, 1997

REGISTRATION RIGHTS AGREEMENT, DATED AS OF MARCH 19, 1997

REDEMPTION AGREEMENT, DATED AS OF MARCH 19, 1997

STOCK PURCHASE AGREEMENT, DATED NOVEMBER 10, 1999

LOGICAL DESIGN SOLUTIONS 1997 STOCK PLAN

LOGICAL DESIGN SOLUTIONS 1999 STOCK PLAN

LOGICAL DESIGN SOLUTIONS 2000 STOCK PLAN

CONSENT OF ERNST & YOUNG LLP

FINANCIAL DATA SCHEDULE