NET GENESIS CORP S-1

S-1

NET.GENESIS CORPORATION

EX-3.1

CERTIFICATE OF INCORPORATION

EX-3.2

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INC

EX-3.3

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.4

BY-LAWS

EX-3.5

AMENDED AND RESTATED BY-LAWS

EX-10.1

1995 INCENTIVE STOCK OPTION PLAN

EX-10.2

1999 STOCK INCENTIVE PLAN

EX-10.3

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.4

LEASE 10/23/96

EX-10.5

SUBLEASE

EX-10.6

LEASE 8/15/99

EX-10.7

SUBORDINATED LOAN AND SECURITY AGREEMENT

EX-10.8

MASTER LEASE AGREEMENT

EX-10.9

WARRANT AGREEMENT 1/6/99

EX-10.10

WARRANT AGREEMENT

EX-10.11

THIRD AMENDED AND RESTATED REGISTRATION RIGHTS

EX-10.12

EMPLOYMENT AGREEMENT

EX-10.13

PROMISSORY NOTE

EX-10.14

WARRANT AGREEMENT 6/10/99

EX-10.15

SOFTWARE LICENSE AGREEMENT

EX-23.1

CONSENT OF PRICEWATERHOUSECOOPER LLP

EX-27.1

FINANCIAL DATA SCHEDULE

EX-27.2

FINANCIAL DATA SCHEDULE

EX-27.3

FINANCIAL DATA SCHEDULE