VIAGRAFIX CORP S-1

FORM S-1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

AMENDED AND RESTATED BYLAWS OF THE REGISTRATED

SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGMT

REGISTRAION RIGHTS AGREEMENT DATED AUGUST 16, 1994

STOCKHOLDERS AGREEMENT DATED AUGUST 16, 1994

LETTER AGREEMENT WITH GEOCAPITAL III, L.P.

1995 VIAGRAFIX STOCK OPTION PLAN

AMENDMENT OF THE 1995 VIAGRAFIX STOCK OPTION PLAN

STOCK PURCHASE AGREEMENTS

STOCK PURCHASE AGREEMENTS

CONSENT OF DIRECTOR - ROY L. BLISS

CONSENT OF DIRECTOR - STEPHEN P. GOTT

CONSENT OF DIRECTOR - GERALD R. HARRIS

FINANCIAL DATA SCHEDULE