WEBVALLEY INC S-1

S-1

FORM S-1

EX-1.1

DRAFT OF UNDERWRITING AGREEMENT

EX-3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

EX-3.2

RESTATED BY-LAWS OF THE REGISTRANT

EX-4.2

UNDERWRITER'S WARRANT TO PURCHASE COMMON STOCK

EX-10.1

NON-QUALIFIED STOCK OPTION AGREEMENT (S. SCHWEFEL)

EX-10.2

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

EX-10.3

NON-QUALIFIED STOCK OPTION AGREEMENT (R.L. MOLES)

EX-10.4

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

EX-10.5

1999 STOCK OPTION PLAN OF WEBVALLEY, INC.

EX-10.6

EMPLOYMENT LETTER BETWEEN CO. AND ROBERT RINGSTAD

EX-10.7

NON-QUALIFIED STOCK OPTION AGREEMENT (R. RINGSTAD)

EX-10.8

LOAN AND SECURITY AGREEMENT

EX-10.9

AGREEMENT WITH U.S. PROTEL, INC.

EX-10.10

LEASE FOR CORPORATE HEADQUARTERS FACILITY

EX-21.1

SUBSIDIARIES OF THE REGISTRANT

EX-23.1

CONSENT OF ERNST & YOUNG LLP

EX-27.1

FINANCIAL DATA SCHEDULE