DIGITAL COMMERCE CORP S-1

DIGITAL COMMERCE CORPORATION

ASSET PURCHASE AGREEMENT - DATED AUGUST 23, 1999

AMENDED CERTIFICATE OF INCORPORATION

BYLAWS OF DIGITAL COMMERCE CORPORATION

1996 STOCK INCENTIVE PLAN

1998 STOCK OPTION PLAN

EXECUTIVE RETENTION PLAN

GRANT OF STOCK OPTIONS - TONY BANSAL

GRANT OF STOCK OPTIONS - WILLIAM H. SEIPPEL

EMPLOYMENT AGREEMENT - TONY BANSAL

AGREEMENT - WILLIAM H. SEIPPEL

RETENTION AGREEMENT - TONY BANSAL

RETENTION AGREEMENT - WILLIAM H. SEIPPEL

FORM OF RETENTION AGREEMENT

FORM OF INDEMNIFICATION AGREEMENT

LEASE - DATED JANUARY 5, 2000

OFFICE LESASE - FIRST CAMPBELL ASSOCIATES L.C.,

1ST AMEND. TO OFFICE LEASE AGREEMENT

OFFICE LEASE - CHUROAD ASSOCIATES, L.P.

SUBLEASE AGREEMENT - DATED JUNE 25, 1996

SETTLEMENT & SUBLEASE MODIFICATION AGREEMENT

AGREEMENT - CONNECTLCUT DEPARTMENT OF ADMIN. SERV.

FAIRFAX COUNTY CONTRACT NUMBER RQ700012.16A

SOFTWARE END-USER LICENSE AGREEMENT - 03/13/2000

SOFTWARE LICENSE AGREEMENT - DATED JUNE 16, 1998

SOFTWARE LICENSE AGREEMENT - DATED 02/04/1998

SERVICE AGREEMENT AND LICENSE - DATED 01/20/2000

MASTER SERVICE AGREEMENT - DATED JANUARY 29, 1999

SECURITIES PURCHASE AGREEMENT - DATED 03/13/2000

REGISTRATION RIGHTS AGREEMENT - DATED 03/13/2000

STOCKHOLDERS AGREEMENT - DATED MARCH 13, 2000

LETTER FROM PRICEWATERHOUSECOOPERS LLP

SUBSIDIARIES OF DIGITAL COMMERCE CORPORATION

CONSENT OF ERNST & YOUNG LLP

CONSENT OF ERNST & YOUNG LLP

CONSENT OF PRICEWATERHOUSECOOPERS LLP

FINANCIAL DATA SCHEDULE