NET VALUE HOLDINGS INC S-1

S-1

FORM S-1 FOR NET VALUE HOLDINGS, INC

EX-2.1

MERGER AGREEMENT

EX-2.2

AMENDMENT NO. 1 TO MERGER AGREEMENT

EX-2.3

AMENDMENT NO. 2 TO MERGER AGREEMENT

EX-2.4

FAIRNESS OPINION OF FERRIS BAKER WATTS

EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.2

BYLAWS

EX-4.1

SPECIMEN CERTIFICATE FOR NET VALUE HOLDINGS, INC.

EX-4.2

FORM OF CONVERTIBLE PROMISSORY NOTE

EX-4.3

FORM OF CONVERTIBLE PROMISSORY NOTE

EX-4.4

CERTIFICATE OF DESIGNATIONS OF SERIES "A" STOCK

EX-4.5

CERTIFICATE OF DESIGNATIONS FOR SERIES "B" STOCK

EX-10.1

EMPLOYMENT AGREEMENT WITH ANDREW P. PANZO

EX-10.2

EMPLOYMENT AGREEMENT WITH DOUGLAS SPINK

EX-10.3

EMPLOYMENT AGREEMENT WITH LEE HANSON

EX-10.4

CONSULTING AGREEMENT WITH BARRY UPHOFF

EX-10.5

CONSULTING AGREEMENT WITH DARR ALEY

EX-10.6

CONSULTING AGREEMENT WITH STEPHEN GEORGE

EX-10.7

LOAN AGREEMENT DATED MAY 26, 1999

EX-10.8

AMENDMENT NO. 1 TO LOAN AGREEMENT

EX-10.9

AMENDMENT NO. 2 TO LOAN AGREEMENT

EX-10.10

PROMISSORY NOTE IN THE AMOUNT OF $310,000

EX-10.11

PROMISSORY NOTE IN THE AMOUNT OF $267,000

EX-10.12

PROMISSORY NOTE DATED OCTOBER 1, 1998

EX-10.13

LOAN AGREEMENT DATED JUNE 26, 1998

EX-10.14

PROMISSORY NOTE DATED JUNE 26, 1998

EX-10.15

STOCK PURCHASE AGREEMENT DATED JULY 29, 1999

EX-10.16

COMMON STOCK PURCHASE AGREEMENT DATED JULY 28, 1999

EX-10.17

ASSET EXCHANGE, INC SERIES "A" STOCK AGREEMENT

EX-10.18

ASSET EXCHANGE, INC INVESTOR RIGHTS AGREEMENT

EX-10.19

PREFERRED STOCK AGREEMENT DATED SEPTEMBER 17, 1999

EX-10.20

REGISTRATION RIGHTS AGREEMENT

EX-10.21

FORM OF WARRANT

EX-11.1

STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS

EX-21.1

SUBSIDIARIES OF NET VALUE HOLDING, INC

EX-23.1

CONSENT OF L.J. SOLDINGER ASSOCIATES

EX-24.1

POWER OF ATTORNEY

EX-27

FINANCIAL DATA SCHEDULE