PROMETRIC INC S-1

PROMETRIC, INC

EXHIBIT 1.1

EXHIBIT 3.1

EXHIBIT 3.2

EXHIBIT 4.1

EXHIBIT 10.1

EXHIBIT 10.6*

EXHIBIT 10.7*

EXHIBIT 23

EXHIBIT 27

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

EXHIBIT 99.4

EXHIBIT 99.5