XCARENET INC S-1

S-1

FORM S-1

EX-3.3

BYLAWS OF REGISTRANT

EX-4.2

AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

AMENDED AND RESTATED 1997 STOCK OPTION PLAN

EX-10.3

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.4

1999 DIRECTOR OPTION PLAN & RELATED AGREEMENTS

EX-10.5

LICENSING AGREEMENT

EX-10.6

MASTER LICENSING AGREEMENT

EX-10.7

SERVICES AGREEMENT SUBCONTRACT, DATED 12-17-1998

EX-10.8

MASTER LICENSING, PROCESSING AND SERVICE AGREEMENT

EX-10.9

SYSTEM MANAGEMENT CONTRACT

EX-10.10

ADMINISTRATION SERVICES AGREEMENT

EX-10.11

PROCESSING AND SERVICES AGREEMENT

EX-10.12

ADDENDUM TO PROCESSING AND SERVICES AGREEMENT

EX-10.13

SUPPLEMENTAL AGREEMENT

EX-10.14

EMPLOYERS MUTUAL, INC. ASSIGNMENT LETTER

EX-10.15

MASTER LICENSE AND SERVICES AGREEMENT

EX-10.16

CONTRACTOR AGREEMENT

EX-10.17

MASTER LICENSING AND SERVICES AGREEMENT

EX-10.18

CONTRACTOR AGREEMENT

EX-10.19

MASTER LICENSING AND SERVICES AGREEMENT

EX-10.20

OFFER LETTER, DATED 9-22-1997, WITH LORINE SWEENEY

EX-10.21

OFFER LETTER, DATED 12-12-1997, WITH MARK RANGELL

EX-10.22

OFFER LETTER, DATED 6-12-1998, WITH TAMMY MCLAREN

EX-10.23

SUBLEASE, DATED AS OF MAY 11, 1998

EX-10.24

SUB-SUBLEASE AGREEMENT, DATED AS OF 12-18-1998

EX-10.25

OFFICE LEASE, DATED 5-2-1997

EX-10.26

OFFICE LEASE, DATED 9-29-1995

EX-10.27

CONSULTING AGREEMENT

EX-10.28

CONSULTING AGREEMENT

EX-16.1

LETTER REGARDING CHANGE IN CERTIFYING ACCOUNTANT

EX-23.2

CONSENT OF PRICEWATERHOUSECOOPERS, LLP

EX-27

FINANCIAL DATA SCHEDULE