TALITY CORP S-1/A

AMENDMENT NO. 2 TO FORM S-1

EXHIBIT 1.1

EXHIBIT 10.1

EXHIBIT 10.8

EXHIBIT 10.9

EXHIBIT 10.10

EXHIBIT 10.13

EXHIBIT 10.14

EXHIBIT 10.15

EXHIBIT 10.16

EXHIBIT 10.17

EXHIBIT 10.18

EXHIBIT 10.19

EXHIBIT 21.1

EXHIBIT 23.2

EXHIBIT 23.3

FINANCIAL DATA SCHEDULE