TUT SYSTEMS INC S-1

S-1

FORM S-1

EX-3.1

AMENDED & RESTATED ARTICLES OF INCORPORATION

EX-3.3

FORM OF SECOND AMENDED & RESTATED CERTIFICATE

EX-3.4

BYLAWS OF REGISTRANT, AS CURRENTLY IN EFFECT

EX-3.5

FORM OF BYLAWS OF REGISTRANT

EX-5.1

OPINION OF WILSON SONSINI GOODRICH & ROSATI

EX-10.1

1992 STOCK PLAN

EX-10.2

1998 STOCK PLAN & FORM OF STOCK OPTION AGMT.

EX-10.3

1998 EMPLOYEE STOCK PURCHASE PLAN

EX-10.4

401(K) PLAN

EX-10.5

FOURTH AMENDED & RESTATED SHAREHOLDERS

EX-10.6

LEASE BY & BETWEEN PLEASANT HILL AND REGISTRANT

EX-10.7

OFFICE BUILDING LEASE BETWEEN PETULA ASSOCIATES

EX-10.8

LICENSING & COOPERATIVE MARKETING AGREEMENT

EX-10.9

FORM OF INDEMNIFICATION AGREEMENT

EX-10.10

NEW GRAHAM AGREEMENT

EX-10.11

SOFTWARE LICENSE AGREEMENT WITH ROUTERWARE

EX-10.12

HOME PHONELINE PROMOTERS AGREEMENT

EX-10.13

MASTER AGREEMENT BETWEEN REGISTRANT AND COMPAQ

EX-10.14

LOAN AGREEMENT

EX-21.1

LIST OF SUBSIDIARIES OF REGISTRANT

EX-23.1

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-27.1

FINANCIAL DATA SCHEDULE