NOOSH INC S-1/A

AMENDMENT #3 TO FORM S-1

RESTATED CERTIFICATE OF INCORPORATION

AMENDED & RESTATED INVESTOR RIGHTS AGREEMENT

AMENDMENT #1 TO PROMISSORY NOTE

PROMISSORY NOTE, DATED FEBRUARY 4, 2000

WARRANT FOR THE PURCHASE OF CLASS B COMMON STOCK

PROMISSORY NOTE, DATED MARCH 15, 2000

OFFICE LEASE DATED MARCH 31, 2000

LEASE DATED OCTOBER 1999

CONSENT OF INDEPENDENT ACCOUNTANTS