HOMEGROCER COM INC S-1

S-1

FORM S-1

EX-3.1

RESTATED CERTIFICATE OF INCORPORATION

EX-3.3

BYLAWS

EX-4.2

INVESTORS RIGHTS AGREEMENT DATED 9/30/1999

EX-4.3

WARRANT AGREEMENT DATED 11/09/1999

EX-4.4

WARRANT AGREEMENT DATED 09/15/1999

EX-4.5

FORM OF COMMON STOCK PURCHASE WARRANT

EX-4.6

FORM OF COMMON STOCK WARRANT CERTIFICATE

EX-10.2

LEASE AGREEMENT DATED 08/16/1999

EX-10.3

REVOLVING LINE OF CREDIT COMMITMENT LETTER

EX-10.4

MASTER LEASE AGREEMENT DATED 11/09/1999

EX-10.5

ADDENDUM TO MASTER LEASE AGREEMENT DATED 11/09/1999

EX-10.6

SUBORDINATED LOAN AND SECURITY AGREEMENT

EX-10.7

FORM OF PROMISSORY NOTE BY MARY ALICE TAYLOR

EX-10.8

FORM OF PROMISSORY NOTE BY J. TERRENCE DRAYTON

EX-10.13

FACILITY LEASE DATE 05/19/1999

EX-10.14

FACILITY SUBLEASE DATE 07/22/1999

EX-10.15

FACILITY SUBLEASE DATED 04/08/1999

EX-10.16

FACILITY LEASE DATED 07/23/1999

EX-10.17

FACILITY LEASE DATED 11/04/1996

EX-10.18

FACILITY SUBLEASE DATED 06/24/1999

EX-10.19

FACILITY LEASE DATED 07/08/1999

EX-10.20

FACILITY LEASE DATED 08/10/1999

EX-10.22

AMENDMENT NO. 1 TO FACILITY LEASE DATED 05/24/1999

EX-10.23

FACILITY SUBLEASE DATED 11/15/1999

EX-10.24

FACILITY LEASE DATED 11/15/1999

EX-10.25

FORM OF INDEMNIFICATION AGREEMENT

EX-21.1

LIST OF SUBSIDIARIES

EX-23.1

CONSENT OF ERNST & YOUNG LLP

EX-27.1

FINANCIAL DATA SCHEDULE