PRIMUS KNOWLEDGE SOLUTIONS INC S-1

S-1

FORM S-1

EX-10.1

REGISTRATION RIGHTS AGREEMENT

EX-10.2

SEPARATION AGREEMENT WITH STEVEN L. SPERRY

EX-10.3

JOINT VENTURE AGREEMENT

EX-10.4

FIRST AMENDMENT TO JOINT VENTURE AGREEMENT

EX-10.5

EXCLUSIVE DISTRIBUTION LICENSE AGREEMENT

EX-10.6

FIRST RIGHT OF REFUSAL

EX-10.7

SOFTWARE MARKETING AND DISTRIBUTION AGREEMENT

EX-10.8

AMENDED & RESTATED VALUE ADDED RESELLER LIC. AGMT.

EX-10.9

SOFTWARE LICENSE AGREEMENT

EX-10.10

AMENDMENT NO. 1 TO SOFTWARE LICENSE AGREEMENT

EX-10.11

AMENDMENT NO. 2 TO SOFTWARE LICENSE AGREEMENT

EX-10.12

AMEND. TO SOFTWARE LIC AGMT & SUPP & MAINT AGMT

EX-10.13

SUPPORT AND MAINTENANCE AGREEMENT

EX-10.14

AMENDMENT NO. 1 TO SUPPORT AND MAINTENANCE AGMT.

EX-10.15

FORM OF CHANGE OF CONTROL AGREEMENT

EX-10.17

EMP STOCK OPTION & RESTRICTED STOCK AWARD PLAN

EX-10.18

NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

EX-10.19

1995 STOCK INCENTIVE COMPENSATION PLAN

EX-10.20

1999 STOCK INCENTIVE COMPENSATION PLAN

EX-10.22

OFFICE LEASE AGREEMENT

EX-10.23

AMENDMENT NO. 1 TO LEASE AGREEMENT

EX-10.24

SERVICES AGREEMENT

EX-21.1

SUBSIDIARIES OF THE COMPANY

EX-23.1

CONSENT OF ERNST & YOUNG LLP

EX-27.1

FINANCIAL DATA SCHEDULE

EX-99.1

REPORT OF ERNST & YOUNG LLP