COMPS COM INC S-1

S-1

FORM S-1

EX-3.1

RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED

EX-3.2

FORM OF 2ND RESTATED CERT. OF INCORPORATION

EX-3.3

BYLAWS

EX-3.4

FORM OF RESTATED BYLAWS

EX-10.1

AMENDED AND RESTATED INVESTOR RIGHTS AGMT

EX-10.2

STOCK AND WARRANT PURCHASE AGMT DATED 10/14/94

EX-10.3

STOCK AND WARRANT PURCHASE AGMT DATED 2/9/98

EX-10.4

FORM OF CLASS B COMMON STOCK WARRANT DATED 10/14/94

EX-10.5

CLASS A COMMON STOCK WARRANT DATED 2/9/98

EX-10.6

FORM OF CLASS B COMMON STOCK WARRANT DATED 2/9/98

EX-10.7

WARRANT TO PURCHASE CLASS B SHARES DATED 9/24/96

EX-10.8

LOAN AGREEMENT DATED 9/24/96

EX-10.9

SECURITY AGREEMENT DATED 9/24/96

EX-10.10

TRADEMARK COLLATERAL ASSIGNMENT DATED 9/24/96

EX-10.11

PATENT COLLATERAL ASSIGNMENT DATED 9/24/96

EX-10.12

PROMISSORY NOTE

EX-10.13

PROMISSORY NOTE

EX-10.14

OFFICE BUILDING LEASE

EX-10.15

FORM OF EMPLOYMENT & INCENTIVE COMPENSATION AGMT

EX-10.16

EXECUTIVE EMPLOYMENT AGMNT DATED 10/14/94

EX-10.17

FORM OF EMPLOYMENT AGMNT DATED 11/6/98

EX-10.18

COVENANT NOT TO COMPETE DATED 10/14/94

EX-10.19

FORM ON NON-COMPETITION DATED 11/6/98

EX-10.20

FORM OF NON-COMPETITION DATED 1/7/99

EX-10.21

FORM OF EMPLOYEE CONFIDENTIALITY & INVENTIONS

EX-10.22

FORM OF INDEMNIFICATION AGMT W/DIRECTORS

EX-10.23

FORM OF INDEMNIFICATION AGMT W/OFFICERS

EX-10.24

SOFTWARE LICENSE AGMT DATED 2/27/97

EX-10.25

LICENSE & SUBSCRIPTION AGMT DATED 12/17/92

EX-10.26

LICENSE AGMT DATED 12/2/98

EX-10.27

AMENDED & RESTATED STOCK OPTION PLAN

EX-10.28

FORM OF STOCK OPTION PLAN FORM

EX-10.29

FORM OF STOCK OPTION PLAN

EX-10.30

1998 EQUITY PARTICIPATION PLAN

EX-10.31

FORM OF 1998 EQUITY PARTICIPATION PLAN

EX-10.32

FORM OF 1998 EQUITY PARTICIPATION PLAN

EX-10.33

1998 SUPPLEMENTAL OPTION PLAN

EX-10.34

1998 SUPPLEMENTAL OPTION PLAN

EX-10.35

1999 STOCK INCENTIVE PLAN

EX-10.38

EMPLOYEE STOCK PURCHASE PLAN

EX-10.39

ASSIGNMENT & ASSUMPTION AGMT DATED 11/6/98

EX-10.40

INTELLECTUAL PROPERTY ASGMT DATED 11/6/98

EX-10.41

SERVICE MARK ASGMNT DATED 11/6/98

EX-10.42

ASSET PURCHASE AGMT DATED 7/17/95

EX-10.43

PURCHASE AGMT

EX-10.44

ASSET PURCHASE AGMT DATED 11/6/98

EX-10.45

ASSET PURCHASE AGMT DATED 12/4/98

EX-10.46

LOAN AGREEMENT

EX-10.47

PATENT COLLATERAL ASSIGNMENT AGREEMENT

EX-10.48

TRADEMARK COLLATERAL ASSIGNMENT AGREEMENT

EX-10.49

WARRANT TO PURCHASE

EX-23.1

CONSENT OF ERNST & YOUNG LLP

EX-27.1

FINANCIAL DATA SCHEDULE