ITERIS INC S-1

S-1

FORM S-1

EX-2.1

AGREEMENT & PLAN OF REORGANIZATION

EX-3.1

CERTIFICATE OF INCORPORATION

EX-4.2

REGISTRATION RIGHTS AGREEMENT

EX-10.1

1998 STOCK INCENTIVE PLAN

EX-10.2

FORM OF 1998 STOCK OPTION AGREEMENT

EX-10.3

FORM OF INDEMNIFICATION AGREEMENT

EX-10.4

FORM OF EMPLOYEE STOCK PURCHASE PLAN

EX-10.9

EMPLOYMENT AGREEMENT

EX-10.11

CONFIDENTIAL TREATMENT - AGREEMENT BETW. FREIGHT.

EX-10.12

FEDERAL HIGHWAY ADMINISTRATION AGREEMENT

EX-10.13

CONTRACT FOR MAINTENANCE SERVICES

EX-10.14

CONFIDENTIAL TREATMENT - FIRM FIXED PRICE AGREEM.

EX-10.15

CONTRACT FOR ITS ON-CALL TECHNICAL SERVICES

EX-21.1

LIST OF SUBSIDIARIES

EX-23.2

CONSENT OF ERNST & YOUNG LLP

EX-27.1

FINANCIAL DATA SCHEDULE