ILX LIGHTWAVE CORP S-1/A

AMENDMENT NO. 2 TO FORM S-1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

AMENDED AND RESTATED BYLAWS OF THE COMPANY

SPECIMEN OF COMMON STOCK CERTIFICATE

OPINION OF DORSEY & WHITNEY LLP

EMPLOYEE STOCK PURCHASE PLAN

FORM OF 2000 STOCK INCENTIVE PLAN

LOAN AND SECURITY AGREEMENT

LEASE AGREEMENT DATED SEPTEMBER 18, 2000

PROMISSORY NOTES ISSUED BY RANDALL T. DUGGER

CONSENT OF KPMG LLP

POWERS OF ATTORNEY

FINANCIAL DATA SCHEDULE