BUY COM INC S-1

S-1

BUY.COM REGISTRATION STATEMENT

EX-2.1

AGREEMENT AND PLAN OF MERGER DATED OCTOBER 1998

EX-2.2

AGREEMENT AND PLAN OF MERGER DATED OCTOBER 1999

EX-3.1

AMENDED AND RESTATED CERTIFICATE OF BUY.COM

EX-3.3

BYLAWS OF BUY.COM

EX-10.1

THIRD AMENDED AND RESTATED INVESTOR'S RIGHTS

EX-10.2

VOTING AGREEMENT DATED DECEMBER 1998

EX-10.11

1998 STOCK OPTION/STOCK ISSUANCE PLAN

EX-10.14

DEED OF TRUST DATED DECEMBER 1998

EX-10.15

LOAN AGREEMENT DATED DECEMBER 1998

EX-10.16

INDUSTRIAL LEASE DATED MAY 1999

EX-10.17

SUMMIT LEASE DATED JUNE 1999

EX-10.18

OPERATING AGREEMENT DATED JULY 1999

EX-10.19

MARKETING AND SERVICES AGREEMENT DATED JULY 1999

EX-10.20

COMMON STOCK PURCHASE WARRANT DATED JULY 1999

EX-10.21

CREDIT AGREEMENT DATED JULY 1999

EX-10.22

PROMISSORY NOTE DATED JULY 1999

EX-10.23

COMMON STOCK PURCHASE WARRANT DATED JULY 1999

EX-10.25

PROMISSORY NOTE DATED MAY 1999

EX-10.26

AGREEMENT DATED MAY 1999

EX-10.27

FORM OF OPTION AGREEMENT PURSUANT TO 1998 STOCK OP

EX-10.28

NON-COMPETITION AGREEMENT DATED DECEMBER 1998

EX-10.29

PROMISSORY NOTE DATED AUGUST 1999

EX-10.30

SERIES B CONVERTIBLE PARTICIPATING PREFERRED STOCK

EX-10.31

COMMON STOCK PURCHASE WARRANT DATED OCTOBER 1999

EX-10.32

NON-COMPETITION AGREEMENT DATED OCTOBER 1999

EX-23.2

CONSENT OF ARTHUR ANDERSON LLP

EX-27.1

FINANCIAL DATA SCHEDULE