NET2000 COMMUNICATIONS INC S-1

S-1

NET2000 FORM S-1

EX-3.1

RESTATED CERTIFICATE OF INCORPORATION, NOV. 4,1998

EX-3.1.1

CERT. OF AMENDMENT TO RESTATED CERT. OF INCORP.

EX-3.1.3

BYLAWS OF NET2000

EX-4.1

SPECIMEN STOCK CERTIFICATE

EX-10.1

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

EX-10.2

EMPLOYMENT AGREEMENT FOR CLAYTON A. THOMAS, JR.

EX-10.3

EMPLOYMENT AGREEMENT FOR MARK A. MENDES

EX-10.4

EMPLOYMENT AGREEMENT FOR DONALD E. CLARKE

EX-10.5

EMPLOYMENT AGREEMENT FOR BRUCE BEDNARSKI

EX-10.6

EMPLOYMENT AGREEMENT FOR PETER CALLOWHILL

EX-10.8

1997 EQUITY INCENTIVE PLAN

EX-10.9

1999 STOCK INCENTIVE PROGRAM

EX-10.10

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.11

INCENTIVE STOCK OPTION AGREEMENT

EX-10.11.1

PREFERRED STOCK INCENTIVE STOCK OPTION AGREEMENT

EX-10.11.2

AMENDMENT NO.1 TO EX-10.11.01 DATED APRIL 1, 1998

EX-10.11.3

INCENTIVE STOCK OPTION AGREEMENT DATED MAY 19

EX-10.12

INCENTIVE STOCK OPTION AGREEMENT DEC. 15, 1997

EX-10.12.1

INCENTIVE STOCK OPTION AGREEMENT DATED MAY 19,1998

EX-10.14

AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.15

FORM OF AMENDED AND RESTATED GUARANTY AGREEMENT

EX-10.16

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

EX-10.17

NOTE PURCHASE AGREEMENT

EX-10.18

WARRANT AGREEMENT

EX-10.19

FORM OF WARRANT CERTIFICATE

EX-10.20

SENIOR DISCOUNT NOTES DUE 2009 ISSUED BY NET2000

EX-10.21

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

EX-10.22

LEASE BETWEEN WELLSFORD/WHITEHALL AND NET2000

EX-10.23

LEASE BETWEEN MURDOCK ATRIUM AND NET2000

EX-10.24

SUBLEASE BETWEEN VIRGINIA POWER AND NET2000

EX-10.25

OFFICE LEASE BETWEEN KDC-DULLES TECH AND NET2000

EX-21

SUBSIDIARIES OF NET2000

EX-23.1

CONSENT OF ERNST & YOUNG, LLP

EX-27

FINANCIAL DATA SCHEDULE