ITERIS INC S-1/A

AMENDMENT #1 TO ITERIS FORM S-1

BYLAWS OF ITERIS, INC.

STOCK CERTIFICATE SPECIMEN

REGISTRATION RIGHTS AGREEMENT

SEPARATION AND DISTRIBUTION AGREEMENT

TAX ALLOCATION AGREEMENT

SERVICES AGREEMENT

PROMISSORY NOTE

TECHNOLOGY LICENSE AGREEMENT

COOPERATIVE DEVELOPMENT AGREEMENT

CONVERTIBLE NOTE PURCHASE AGREEMENT

SUB CONV NOTE / DAIMLERCHRYSLER GMBH 1/25/00

CONSENT OF INDEPENDENT AUDITORS

FINANCIAL DATA SCHEDULE