YOUCENTRIC INC S-1/A

YOUCENTRIC, INC. AMENDMENT NO. 1 TO S-1

FORM OF UNDERWRITING AGREEMENT

FORM OF AMENDED AND RESTATED ARTICLES OF INCORP.

FORM OF AMENDED AND RESTATED BYLAWS

THIRD AMENDMENT TO BYLAWS

OPINION OF KILPATRICK STOCKTON LLP

STOCK OPTION AGREEMENT/DONALD DELOACH/600,000 SHRS

STOCK OPTION AGREEMENT/DONALD DELOACH/200,000 SHRS

STOCK OPTION AGREEMENT/ROBERT J. CUMMINGS

OFFICE LEASE DATED 4/27/00

2000 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

2000 EQUITY COMPENSATION PLAN

EMPLOYEE STOCK PURCHASE PLAN

INDEMNIFICATION AGREEMENT/MARK LOGAN

INDEMNIFICATION AGREEMENT/J. WELLS TIEDEMAN

AMENDMENT TO STOCK OPTION AGREEMENT/MARK LOGAN

AMEND. TO STOCK OPTION AGREEMENT/J. WELLS TIEDEMAN

COMPUTATION OF PER SHARE EARNINGS

CONSENT OF DELOITTE & TOUCHE LLP

POWER OF ATTORNEY FOR TIMOTHY K. ARMOUR

FINANCIAL DATA SCHEDULE