EMBEDDED SUPPORT TOOLS CORP S-1

S-1

FORM S-1

EX-3.1

AMENDED & RESTATED ARTICLES OF ORGANIZATION

EX-3.2

AMENDED & RESTATED BY-LAWS

EX-4.3

SPECIMEN CERTIFICATE FOR COMMON STOCK

EX-10.1

1999 STOCK OPTION PLAN

EX-10.2

FORM OF AGREEMENT UNDER '99 STOCK OPTION PLAN

EX-10.3

1999 AMENDED & RESTATED STOCK OPTION PLAN

EX-10.4

FORM OF EMPLOYMENT AGREE. W/ PETER S. DAWSON

EX-10.5

FORM OF EMPLOYMENT AGREE. W/ JAMES E. WATKINS

EX-10.6

EMPLOYMENT AGREEMENT W/ JOHN T. W. BAGGOTT

EX-10.7

1ST AMEND. TO EMPLOYMENT AGREE. W/BAGGOTT

EX-10.8

EMPLOYMENT LETTER AGREEMENT W/ MARK F. LAPHAM

EX-10.9

LEASE DATED OCT. 1, 1999 W/ BOSTON MUTUAL LIFE

EX-10.10

LEASE DATED JULY 1, 1999 W/ WESTFORD PLAZA TRUST

EX-10.11

LEASE & SERVICE AGREE. DATED JULY 8, 1998 W/ ANI

EX-10.12

OFFICE LEASE AGREE. DATED JAN. 7, 1999

EX-10.13

STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE

EX-10.14

BUSINESS LEASE AGREE. DATED AUG. 30, 1999

EX-10.15

AGREEMENT DATED JULY 25, 1997

EX-10.17

LEASE AGREE. W/ KABUSHIKIKAISHA KATORI

EX-10.18

LEASE AGREE. DATED SEPT. 17, 1999

EX-10.22

BUSINESS LOAN AGREEMENT DATED SEP. 23, 1999

EX-10.23

COMMERCIAL SECURITY AGREEMENT DATED SEP. 23, 1999

EX-10.24

FORM OF TAX INDEMNIFICATION AGREEMENT

EX-10.25

STOCK PLEDGE AGREEMENT DATED JULY 30, 1999

EX-10.26

SECURED DEMAND PROMISSORY NOTE

EX-10.28

CONFIDENTIAL DISCLOSURE AGREEMENT DATED MAY 9, '99

EX-10.29

POWER PC CONFIDENTIAL DISCLOSURE AGREEMENT

EX-10.30

CONFIDENTIAL DISCLOSURE AGREE. DATED NOV. 1, '99

EX-10.31

AGREEMENT WITH CASE ASSEMBLY DATED MAY 11, '99

EX-10.40

ASSIGNMENT AND ASSUMPTION AGREEMENT

EX-23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

EX-27

FINANCIAL DATA SCHEDULE

EX-27.1

FINANCIAL DATA SCHEDULE

EX-27.2

FINANCIAL DATA SCHEDULE

EX-27.3

FINANCIAL DATA SCHEDULE

EX-27.4

FINANCIAL DATA SCHEDULE

EX-27.5

FINANCIAL DATA SCHEDULE