MODUS MEDIA INTERNATIONAL HOLDINGS INC S-1

FORM S-1

RESTATED CERTIFICATE OF INCORPORATION OF THE REGIS

BY-LAWS OF THE REGISTRANT

CONTRIBUTION AGREEMENT DATED DECEMBER 15, 1997

TAX SHARING AGREEMENT

1997 STOCK INCENTIVE PLAN AS AMENDED

FORMS OF OPTION GRANTS UNDER 1997 STOCK INCENTIVE

1999 MANAGEMENT INCENTIVE PLAN

SUBLEASE DATED JUNE 18, 1997

LEASE DATED DECEMBER 19, 1994 BETWEEN LIEBOCH AND T

LEASE DATED DECEMBER 2, 1996 BETWEEN HOUSING & DEV

LEASE DATED DECEMBER 3, 1994 BETWEEN NOVELL AND RR

AMENDED AND RESTATED 7-3/4% UNSECURED PROMISSORY NO

7-3/4% SECURED NON-RECOURSE PROMISSORY NOTE

AMENDED AND RESTATED 7.25% UNSECURED PROMISSORY

AMENDED AND RESTATED NOTE BETWEEN RONALD LEITCH

EMPLOYEE AGREEMENT AS AMENDED

CREDIT AGREEMENT DATED AS OF DECEMBER 15, 1997

AGREEMENT DATED JANUARY 20, 1999

BUSINESS TRANSFER AGREEMENT DATED DECEMBER 28, 1998

AMENDED AND RESTATED JOINT VENTURE AGREEMENT

MASTER AGREEMENT DATED NOVEMBER 11, 1998

SUBSIDIARIES OF THE REGISTRANT

CONSENT OF ARTHUR ANDERSEN LLP

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