INTELLISYS GROUP INC S-1

S-1

FORM S-1

EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.2

AMENDED AND RESTATED BYLAWS

EX-10.1

1998 EQUITY PARTICIPATION PLAN

EX-10.2

INVESTOR AGREEMENT DATED 6/24/98

EX-10.3

REGISTRATION RIGHTS AGREEMENT DATED 6/24/98

EX-10.4

ORIGINAL STOCKHOLDERS AGREEMENT DATED 3/4/94

EX-10.5

STOCKHOLDERS AGREEMENT DATED 10/17/95

EX-10.6

STOCKHOLDERS AGREEMENT DATED 2/5/98

EX-10.7

STOCKHOLDERS AGREEMENT DATED 5/1/98

EX-10.8

OPTION AGREEMENT BTWN THE COMPANY AND DENNIS DATED 3/4/94

EX-10.9

OPTION AGREEMENT BTWN THE COMPANY AND MADISON DATED 3/4/94

EX-10.10

OPTION AGREEMENT BTWN THE COMPANY AND ADAMS DATED 3/4/94

EX-10.11

NON-QUALIFIED STOCK OPTION AGREEMENT WITH DENNIS DATED 1/1/96

EX-10.12

NON-QUALIFIED STOCK OPTION AGREEMENT WITH DIGIROLAMO DATED 1/1/96

EX-10.13

NON-QUALIFIED STOCK OPTION AGREEMENT WITH PARK DATED 9/20/96

EX-10.14

NON-QUALIFIED STOCK OPTION AGREEMENT WITH DENNIS DATED 5/19/97

EX-10.15

NON-QUALIFIED STOCK OPTION AGREEMENT WITH DENNIS DATED 2/1/98

EX-10.16

NON-QUALIFIED STOCK OPTION AGREEMENT WITH KUSHNER DATED 2/1/98

EX-10.17

NON-QUALIFIED STOCK OPTION AGREEMENT WITH MADISON DATED 2/1/98

EX-10.18

ASSET PURCHASE AGREEMENT DATED 6/12/98

EX-10.19

STOCK PURCHASE AGREEMENT DATED 6/24/98

EX-10.20

STOCK PURCHASE AGREEMENT DATED 6/10/98

EX-10.21

LETTER OF INTENT DATED 8/17/98

EX-10.22

LETTER OF INTENT DATED 10/5/98

EX-10.23

STOCK PURCHASE AGREEMENT DATED 6/24/98

EX-10.24

WARRANT TO PURCHASE STOCK

EX-10.25

AGREEMENT WITH SELLER STOCKHOLDERS DATED 6/12/98

EX-10.26

LEASE AGREEMENT WITH JACK DYMOND LATHING CO. DATED 2/7/98

EX-10.27

AMEND TO LEASE AGRMNT WITH JACK DYMOND LATHING CO. DATED 10/5/95

EX-10.28

LEASE AGREEMENT WITH ROBERT GEISLER DATED 4/13/98

EX-10.29

LEASE AGREEMENT WITH PYRAMID INVESTMENT CORP. DATED 9/22/95

EX-10.30

LEASE AGREEMENT WITH OLEN PROPERTIES CORP. DATED 8/14/96

EX-10.31

LEASE AGREEMENT WITH FORTUNE FIFTY DATED 2/23/98

EX-10.32

FIRST AMEND TO LEASE AGRMNT WITH FORTUNE FIFTY DATED 4/3/98

EX-10.33

LEASE AGREEMENT WITH CORPORATE TRUSTEES DATED 5/14/98

EX-10.34

LEASE AGREEMENT WITH JOHN AND VESNA MEEHAN DATED 8/10/95

EX-10.35

LEASE AGREEMENT WITH NORRIS INVESTMENTS DATED 8/12/96

EX-10.36

LEASE AGREEMENT WITH INVERNESS DATED 7/29/97

EX-10.37

LEASE AGREEMENT WITH ROBERT HIGGINBOTHAM DATED 6/15/98

EX-10.38

LEASE AGREEMENT WITH RICHARD RANGER DATED 6/1/98

EX-10.39

LEASE AGREEMENT WITH ROBERT HIGGINBOTHAM DATED 6/15/98 [**]

EX-10.40

LEASE AGREEMENT WITH IVEST DATED 2/9/98

EX-10.41

FIRST AMEND TO LEASE AGREEMENT WITH IVEST DATED 7/13/98

EX-10.42

LEASE AGREEMENT WITH THE RAYMOND MALOOLY TRUST DATED 12/31/97

EX-10.43

LEASE AGREEMENT WITH YOUR OFFICE USA DATED 6/1/98

EX-10.44

LOAN AND SECURITY AGREEMENT DATED 9/3/98

EX-10.45

LOAN AGREEMENT WITH SAND HILL CAPITAL LLC DATED 6/29/98

EX-10.46

SUBORDINATED CONVERTIBLE PROMISSORY NOTE DATED 8/24/98

EX-10.47

SUBORDINATED PROMISSORY BUYER NOTES DATED 8/24/98

EX-10.48

DEMAND NOTE MADE BY THE DUPUIS GROUP DATED 4/2/96

EX-10.49

SUBORDINATED PROMISSORY NOTE DATED 6/29/98

EX-10.50

PROMISSORY NOTE MADE BY DURAND COMMUNICATIONS DATED 11/19/97

EX-10.51

SOFTWARE CONSULTING AGREEMENT DATED 6/1/98

EX-21

SUBSIDIARIES

EX-23.1

CONSENT OF KPMG PEAT MARWICK LLP

EX-23.2

CONSENT OF PETERSON SULLIVAN PLLC

EX-27.1

FINANCIAL DATA SCHEDULE