MEDIA METRIX INC S-1

S-1

FORM S-1

EX-2.1

PLAN OF MERGER AND REORGANIZATION

EX-2.2

PLAN OF MERGER BTWN MEDIA METRIX AND PC METER

EX-3.1

EXHIBIT 3.1

EX-3.3

BYLAWS OF MEDIA METRIX

EX-4.1

EXHIBIT 4.1

EX-4.2

STOCKHOLDERS AGREEMENT

EX-4.3

CO-SALE AGREEMENT

EX-4.4

MEDIA METRIX STOCK OPTION PLAN

EX-4.5

1998 EQUITY INCENTIVE PLAN

EX-4.6

FORM OF WARRANT

EX-4.6

FORM OF WARRANT

EX-4.6

FORM OF WARRANT

EX-10.1

MANAGEMENT SERVICES AGREEMENT

EX-10.2

SERVICES AGREEMENT

EX-10.3

LICENSE AGREEMENT

EX-10.4

STOCK PURCHASE AGREEMENT

EX-10.

BUILDING LEASE BTWN EAGLE INSURANCE

EX-10.

LEASE AGMT BTWN CARRIAGE HOUSE & REVELANTKNOWLEDGE

EX-10.7

FORM OF NON-DISCLOSURE AGREEMENT

EX-10.7

FORM OF CONFIDENTIALITY AND NON-COMPETITION AGMT.

EX-10.8

EMPLOYMENT AGREEMENT (JEFF LEVY)

EX-23.2

CONSENT

EX-23.3

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-27

FINANCIAL DATA SCHEDULE