EGROUPS INC S-1

FORM S-1 FOR EGROUPS, INC.

FORM OF UNDERWRITING AGREEMENT

AGREEMENT AND PLAN OF REORGANIZATION

CERTIFICATE OF INCORPORATION

FORM OF CERTIFICATE OF INCORPORATION

AMENDED AND RESTATED BYLAWS

FORM OF STOCK CERTIFICATE

INVESTORS RIGHTS AGREEMENT

WARRANT AGREEMENT

FORM OF LOCK - UP AGREEMENT

1998 STOCK OPTION PLAN

ONELIST 1998 OPTION PLAN

FORM OF STOCK OPTION AGREEMENT

FORM OF EARLY EXERCISE AGREEMENT

NOTICE OF STOCK OPTION GRANT

EMPLOYMENT LETTER WITH MICHAEL KLEIN

EMPLOYMENT LETTER WITH RICHARD CAREY

EMPLOYMENT LETTER WITH MARJORIE SENNETT

EMPLOYMENT LETTER WITH STEVEN COMFORT

EMPLOYMENT LETTER WITH JACQUELINE A. MAARTENSE

INVENTIONS ASSIGNMENT AGREEMENT

PREFERRED STOCK PURCHASE AGREEMENT

PREFERRED STOCK PURCHASE AGREEMENT

PREFERRED STOCK PURCHASE AGREEMENT

PREFERRED STOCK PURCHASE AGREEMENT

COMMON STOCK PURCHASE AGREEMENT

COMMON STOCK PURCHASE AGREEMENT

COMMON STOCK PURCHASE AGREEMENT

EMPLOYMENT AGREEMENT, MARK FLETCHER

FORM OF PROMISSORY NOTE

SUBORDINATED PROMISSORY NOTE

SOFTWARE LICENSE & SERVICE AGREEMENT

FORM OF ADERTISING INSERTION ORDER

ADVERTISING INSERTION ORDER

ADVERTISING INSERTION ORDER

ADVERTISING SALES AGREEMENT

MASTER SERVICE AGREEMENT

LOAN AND SECURITY AGREEMENT

MASTER LEASE AGREEMENT

SUBORDINATED LOAN AGREEMENT

NOTICE OF EXERCISE OF PURCHASE OPTION

CONSENT OF ERNST & YOUNG LLP

FINANCIAL DATA SCHEDULE - 06/05/1998 - 07/31/1999

FINANCIAL DATA SCHEDULE - PERIOD ENDED 31, 2000