QUOTESMITH COM INC S-1

S-1

FORM S-1

EX-3.1

FORM OF RESTATED CERTIFICATE OF INCORPORATION

EX-3.2

FORM OF AMENDED AND RESTATED BY-LAWS

EX-4.2

SPECIMAN CERTIFICATE FOR REGISTRANT'S

EX-4.4

INVESTOR RIGTHS AGREEMENT

EX-10.1

1997 EMPLOYEE STOCK OPTION PLAN

EX-10.2

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.3

EMPLOYMENT AGREEMENT - ROBERT S. BLAND

EX-10.4

EMPLOYEE AGREEMENT - WILLIAM V. THOMS

EX-10.5

EMPLOYMENT AGREEMENT - RONALD A. WOZNIAK

EX-10.6

EMPLOYEMENT AGREEMENT - THOMAS A. MUNRO

EX-10.7

EMPLOYMENT AGREEMENT - BURKE A. CHRISTENSEN

EX-10.8

FORM OF DIRECTOR INDEMNIFICATION AGREEMENT

EX-10.9

LEASE - DATED AUGUST 1994

EX-10.10

LEASE - DATED NOVEMBER 1995

EX-10.11

LEASE - DATED SEPTEMBER 1997

EX-10.12

LEASE - DATED JULY 1998

EX-23.1

CONSENT OF ERNST & YOUNG LLP

EX-23.2

CONSENT OF ADMIRAL JEREMIAH A. DENTON, JR.

EX-23.3

CONSENT RICHARD F. GRETSCH

EX-23.4

CONSENT OF JOHN MCCARTNEY

EX-27.1

FINANCIAL DATA SCHEDULE