8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





  Date of Report (Date of earliest event reported)          September 28, 2001



                        INTEGRATED SECURITY SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)





                                                     
         DELAWARE                      1-11900                          75-2422983
(State or other jurisdiction    (Commission File Number)   (I.R.S. Employer Identification No.)
     of incorporation)






  8200 SPRINGWOOD DRIVE, SUITE 230, IRVING, TX                   75063
    (Address of principal executive offices)                   (Zip Code)



  Registrant's telephone number, including area code         (972) 444-8280



         (Former name or former address, if changed since last report.)



                                  Page 1 of 4



ITEM 5.  OTHER EVENTS.

In exchange for an aggregate of $150,000 cash investment received on September
28, 2001, Integrated Security Systems, Inc. issued a promissory note to each of
Frost National Bank FBO Renaissance Capital Growth & Income Fund III, Inc. and
Frost National Bank FBO Renaissance US Growth & Income Trust PLC on September
27, 2001. Each of the two promissory notes is in the original principal amount
of $75,000 and has an annual interest rate of 8%. The promissory notes, plus
interest, are due on January 26, 2002. Interest is payable in monthly
installments on the first day of each month. The promissory notes are attached
as exhibits to this Current Report on Form 8-K.

As a part of this transaction, on September 27, 2001, Integrated Security
Systems, Inc. issued a stock purchase warrant to each of Frost National Bank FBO
Renaissance Capital Growth & Income Fund III, Inc. and Frost National Bank FBO
Renaissance US Growth & Income Trust PLC. Each of the two stock purchase
warrants entitles the Renaissance entities to purchase from the Company 375,000
fully paid and non-assessable shares of Common Stock, $0.01 par value, of the
Company for $0.20 per share. The stock purchase warrants are attached as
exhibits to this Current Report on Form 8-K.

Also as a part of this transaction, the Company executed, on September 27, 2001,
a Registration Rights Agreement, a Borrower Security Agreement and a Stock
Pledge Agreement to Renaissance Capital Growth & Income Fund III, Inc. and
Renaissance US Growth & Income Trust PLC. The Registration Rights Agreement, the
Borrower Security Agreement and the Stock Pledge Agreement warrants are attached
as exhibits to this Current Report on Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

     4.1  Promissory Note, dated September 27, 2001, payable to Frost National
          Bank FBO Renaissance Capital Growth & Income Fund III, Inc. in the
          amount of $75,000.

     4.2  Promissory Note, dated September 27, 2001, payable to Frost National
          Bank FBO Renaissance US Growth & Income Trust PLC in the amount of
          $75,000.

     4.3  Stock Purchase Warrant, dated September 27, 2001, issued to Frost
          National Bank FBO Renaissance Capital Growth & Income Fund III, Inc.

     4.4  Stock Purchase Warrant, dated September 27, 2001, issued to Frost
          National Bank FBO Renaissance US Growth & Income Trust PLC.

     4.5  Registration Rights Agreement, dated September 27, 2001, issued to
          Renaissance Capital Growth & Income Fund III, Inc. and Renaissance US
          Growth & Income Trust PLC.

     4.6  Borrower Security Agreement, dated September 27, 2001, issued to
          Renaissance Capital Growth & Income Fund III, Inc. and Renaissance US
          Growth & Income Trust PLC.

     4.7  Stock Pledge Agreement, dated September 27, 2001, issued to
          Renaissance Capital Growth & Income Fund III, Inc. and Renaissance US
          Growth & Income Trust PLC.


                                  Page 2 of 4



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     Integrated Security Systems, Inc.
                                     -------------------------------------------
                                     (Registrant)



October 15, 2001                     /s/ C. A. Rundell, Jr.
------------------                   -------------------------------------------
(Date)                               C. A. Rundell, Jr.
                                     Director, Chairman of the Board and Chief
                                     Executive Officer (Principal Executive and
                                     Financial Officer)


                                  Page 3 of 4



                                  EXHIBIT INDEX



EXHIBIT
NUMBER   DESCRIPTION
-------  -----------
      
4.1      Promissory Note, dated September 27, 2001, payable to Frost National
         Bank FBO Renaissance Capital Growth & Income Fund III, Inc. in the
         amount of $75,000.

4.2      Promissory Note, dated September 27, 2001, payable to Frost National
         Bank FBO Renaissance US Growth & Income Trust PLC in the amount of
         $75,000.

4.3      Stock Purchase Warrant, dated September 27, 2001, issued to Frost
         National Bank FBO Renaissance Capital Growth & Income Fund III, Inc.

4.4      Stock Purchase Warrant, dated September 27, 2001, issued to Frost
         National Bank FBO Renaissance US Growth & Income Trust PLC.

4.5      Registration Rights Agreement, dated September 27, 2001, issued to
         Renaissance Capital Growth & Income Fund III, Inc. and Renaissance US
         Growth & Income Trust PLC.

4.6      Borrower Security Agreement, dated September 27, 2001, issued to
         Renaissance Capital Growth & Income Fund III, Inc. and Renaissance US
         Growth & Income Trust PLC.

4.7      Stock Pledge Agreement, dated September 27, 2001, issued to Renaissance
         Capital Growth & Income Fund III, Inc. and Renaissance US Growth &
         Income Trust PLC.




                                  Page 4 of 4

EX-4.1

                                                                     EXHIBIT 4.1

                                 PROMISSORY NOTE

$75,000.00                                                    September 27, 2001

For value received, INTEGRATED SECURITY SYSTEMS, INC., a Delaware corporation
(hereinafter referred to as "Maker"), promises to pay to the order OF FROST
NATIONAL BANK, CUSTODIAN, FBO RENAISSANCE CAPITAL GROWTH & INCOME FUND III,
INC., a Texas corporation (hereinafter referred to as "Payee"), the principal
sum of Seventy-Five Thousand Dollars ($75,000.00). The principal of and interest
on this Note shall be due and payable in lawful money of the United States of
America, c/o Security Processing T-8, P. O. Box 2479, San Antonio, Texas
78298-2479. All correspondence and notices should be mailed to the above address
with a copy to the offices of Payee at 8080 N. Central Expressway, Suite 210,
Dallas, Texas 75206, or at such other place as the holder hereof may from time
to time designate by written notice to Maker.

          1. Interest. Interest shall accrue on the unpaid principal balance due
under this Note at an annual rate equal to eight percent (8%). Interest shall
accrue from and including the date of this Note until, but not including, the
day on which it is paid in full. In no event shall the interest charged
hereunder exceed the maximum rate of interest allowed from time to time by law.
Interest shall be due and payable monthly on the first (1st) day of each month,
commencing November 1, 2001.

         2. Payment of Note. The principal balance of, and all accrued unpaid
interest on, this Note shall be due and payable one hundred twenty (120) days
from the date hereof, except as otherwise provided herein ("Maturity Date").

         3. Prepayment. This Note may be prepaid in whole or in part at any
time, at the option of Maker, without premium or penalty.

         4. Default, Enforcement. Upon default in payment of this Note, Payee
may pursue any and all rights and remedies to which Payee may be entitled under
applicable law.

         5. Limitation of Interest. All agreements between Maker and Payee,
whether now existing or hereafter arising and whether written or oral, are
expressly limited so that in no contingency or event whatsoever, whether by
reason of advancement of the proceeds hereof, acceleration of the maturity of
the unpaid principal balance hereof, or otherwise, shall the amount contracted
for, charged, received, paid or agreed to be paid to the holder hereof for the
use, forbearance, or detention of the money evidenced by this Note or for the
payment or performance of any covenant or obligation contained herein or in any
other document pertaining to the indebtedness evidenced by this Note exceed the
maximum amount permissible under applicable usury laws. If, from any
circumstance whatsoever, fulfillment of any provision hereof or of any other
agreement shall, at the time fulfillment of such provision be due, involve
transcending the limit of validity prescribed by law which a court of competent
jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be
fulfilled shall be reduced to the limit of such validity; and if from any
circumstance the holder hereof shall ever receive as interest an amount which
would exceed the maximum lawful rate, any amount equal to any excessive interest
shall (a) be applied to the reduction of the unpaid principal balance due
hereunder and not to the payment of interest, or (b) if such excess interest
exceeds the unpaid principal balance of this Note, such excess shall be refunded
to Maker. All sums contracted for, charged or received hereunder for the use,
forbearance or detention of the indebtedness evidenced hereby shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of this Note until payment in full so that the rate of
interest on account of such indebtedness is uniform throughout the term hereof.
The terms and provisions of this paragraph shall control and supersede every
other provision of all agreements between Maker and the holder hereof.

                                  Page 1 of 3



         6. Waiver. Except as otherwise expressly provided herein, Maker waives
demand, presentment for payment, notice of intent to accelerate, notice of
acceleration, notice of nonpayment or dishonor, grace, protest, notice of
protest, all other notices, and any and all diligence or delay in collection or
the filing of suit hereon.

         7. Governing Law and Venue. This Note shall be construed according to
and governed by the laws of the State of Texas. The obligations of Maker under
this Note are performable in Dallas County, Texas.

         8. Security Agreement. This Note is secured by the Security Agreement,
dated September 27, 2001, among Maker, B&B Electromatic, Inc., Intelli-Site,
Inc., Payee and Renaissance US Growth & Income Trust PLC, and Payee is entitled
to the rights and benefits thereunder.

         9. Stock Pledge Agreement. This Note is secured by the Stock Pledge
Agreement, dated September 27, 2001, among Maker, Payee and Renaissance US
Growth & Income Trust PLC, and Payee is entitled to the rights and benefits
thereunder.

         10. Successors and Assign. This Note shall bind Maker's successors and
assigns.

         11. Collection Costs. If this Note is collected by legal proceeding or
through a probate or bankruptcy court, or is placed in the hands of an attorney
for collection after default (whether or not suit is filed), Maker agrees to pay
all costs of collection and/or suit, including but not limited to reasonable
attorneys' fees and expenses incurred by Payee.

         12. Unenforceability. The invalidity, or unenforceability in particular
circumstances, of any provision of this Note shall not extend beyond such
provision or such circumstances, and no other provision of this Note shall be
affected thereby.

         13. Headings. The paragraph headings of the sections of this Note are
inserted for convenience of reference only and shall not affect the meaning or
interpretation of this Note.


                                  Page 2 of 3



IN WITNESS WHEREOF, Maker has duly executed this Note as of the day and year
first above written.

                                      INTEGRATED SECURITY SYSTEMS, INC.



                                      By:
                                         ---------------------------------------
                                           C. A. Rundell, Jr.
                                           Chairman and Chief Executive Officer



                                  Page 3 of 3

EX-4.2

                                                                     EXHIBIT 4.2

                                 PROMISSORY NOTE

$75,000.00                                                    September 27, 2001

For value received, INTEGRATED SECURITY SYSTEMS, INC., a Delaware corporation
(hereinafter referred to as "Maker"), promises to pay to the order of FROST
NATIONAL BANK, CUSTODIAN, FBO RENAISSANCE US GROWTH & INCOME TRUST PLC, a public
limited company registered in England and Wales (hereinafter referred to as
"Payee"), the principal sum of Seventy-Five Thousand Dollars ($75,000.00). The
principal of and interest on this Note shall be due and payable in lawful money
of the United States of America, c/o Security Processing T-8, P. O. Box 2479,
San Antonio, Texas 78298. All correspondence and notices should be mailed to the
above address with a copy to the offices of Payee at 8080 N. Central Expressway,
Suite 210, Dallas, Texas 75206, or at such other place as the holder hereof may
from time to time designate by written notice to Maker.

         1. Interest. Interest shall accrue on the unpaid principal balance due
under this Note at an annual rate equal to eight percent (8%). Interest shall
accrue from and including the date of this Note until, but not including, the
day on which it is paid in full. In no event shall the interest charged
hereunder exceed the maximum rate of interest allowed from time to time by law.
Interest shall be due and payable monthly on the first (1st) day of each month,
commencing November 1, 2001.

         2. Payment of Note. The principal balance of, and all accrued unpaid
interest on, this Note shall be due and payable one hundred twenty (120) days
from the date hereof, except as otherwise provided herein. ("Maturity Date").

         3. Prepayment. This Note may be prepaid in whole or in part at any
time, at the option of Maker, without premium or penalty.

         4. Default, Enforcement. Upon default in payment of this Note, Payee
may pursue any and all rights and remedies to which Payee may be entitled under
applicable law.

         5. Limitation of Interest. All agreements between Maker and Payee,
whether now existing or hereafter arising and whether written or oral, are
expressly limited so that in no contingency or event whatsoever, whether by
reason of advancement of the proceeds hereof, acceleration of the maturity of
the unpaid principal balance hereof, or otherwise, shall the amount contracted
for, charged, received, paid or agreed to be paid to the holder hereof for the
use, forbearance, or detention of the money evidenced by this Note or for the
payment or performance of any covenant or obligation contained herein or in any
other document pertaining to the indebtedness evidenced by this Note exceed the
maximum amount permissible under applicable usury laws. If, from any
circumstance whatsoever, fulfillment of any provision hereof or of any other
agreement shall, at the time fulfillment of such provision be due, involve
transcending the limit of validity prescribed by law which a court of competent
jurisdiction may deem applicable


                                  Page 1 of 3



hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the
limit of such validity; and if from any circumstance the holder hereof shall
ever receive as interest an amount which would exceed the maximum lawful rate,
any amount equal to any excessive interest shall (a) be applied to the reduction
of the unpaid principal balance due hereunder and not to the payment of
interest, or (b) if such excess interest exceeds the unpaid principal balance of
this Note, such excess shall be refunded to Maker. All sums contracted for,
charged or received hereunder for the use, forbearance or detention of the
indebtedness evidenced hereby shall, to the extent permitted by applicable law,
be amortized, prorated, allocated and spread throughout the full term of this
Note until payment in full so that the rate of interest on account of such
indebtedness is uniform throughout the term hereof. The terms and provisions of
this paragraph shall control and supersede every other provision of all
agreements between Maker and the holder hereof.

         6. Waiver. Except as otherwise expressly provided herein, Maker waives
demand, presentment for payment, notice of intent to accelerate, notice of
acceleration, notice of nonpayment or dishonor, grace, protest, notice of
protest, all other notices, and any and all diligence or delay in collection or
the filing of suit hereon.

         7. Governing Law and Venue. This Note shall be construed according to
and governed by the laws of the State of Texas. The obligations of Maker under
this Note are performable in Dallas County, Texas.

         8. Security Agreement. This Note is secured by the Security Agreement,
dated September 27, 2001, among Maker, B&B Electromatic, Inc. and Intelli-Site,
Inc., Payee and Renaissance Capital Growth & Income Fund III, Inc., and Payee is
entitled to the rights and benefits thereunder.

         9. Stock Pledge Agreement. This Note is secured by the Stock Pledge
Agreement dated as of September 27, 2001, among Maker, Payee, Renaissance
Capital Growth & Income Fund III, Inc., and Payee is entitled to the rights and
benefits thereunder.

         10. Successors and Assign. This Note shall bind Maker's successors and
assigns.

         11. Collection Costs. If this Note is collected by legal proceeding or
through a probate or bankruptcy court, or is placed in the hands of an attorney
for collection after default (whether or not suit is filed), Maker agrees to pay
all costs of collection and/or suit, including but not limited to reasonable
attorneys' fees and expenses incurred by Payee.

         12. Unenforceability. The invalidity, or unenforceability in particular
circumstances, of any provision of this Note shall not extend beyond such
provision or such circumstances, and no other provision of this Note shall be
affected thereby.

         13. Headings. The paragraph headings of the sections of this Note are
inserted for convenience of reference only and shall not affect the meaning or
interpretation of this Note.


                                  Page 2 of 3



         IN WITNESS WHEREOF, Maker has duly executed this Note as of the day and
year first above written.

                                    INTEGRATED SECURITY SYSTEMS, INC.



                                    By:
                                         ---------------------------------------
                                         C. A. Rundell, Jr.
                                         Chairman and Chief Executive Officer


                                  Page 3 of 3

EX-4.3

                                                                     EXHIBIT 4.3


THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.


                             STOCK PURCHASE WARRANT

This Stock Purchase Warrant (this "Warrant"), dated September 27, 2001, is
issued to FROST NATIONAL BANK, CUSTODIAN, FBO RENAISSANCE CAPITAL GROWTH &
INCOME FUND III, INC., a Texas corporation (the "Holder"), by INTEGRATED
SECURITY SYSTEMS, INC., a Delaware corporation (the "Company").

         1. Purchase of Shares. Subject to the terms and conditions hereinafter
set forth, the Holder is entitled, upon surrender of this Warrant at the
principal office of the Company (or at such other place as the Company shall
notify the holder hereof in writing), to purchase from the Company 150,000 fully
paid and non-assessable shares of Common Stock, no par value (the "Common
Stock"), of the Company (as adjusted pursuant to Section 6 hereof, the "Shares")
for the purchase price specified in Section 2 below.

         2. Purchase Price. The purchase price for the Shares is $0.20 per
share. Such price shall be subject to adjustment pursuant to Section 6 hereof
(such price, as adjusted from time to time, is herein referred to as the
"Warrant Price").

         3. Exercise Period. This Warrant is exercisable in whole or in part at
any time from the date hereof through September 27, 2006.

         4. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may exercise, in
whole or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:

            (a) surrender of this Warrant, together with a duly executed copy of
the form of Exercise Notice attached hereto, to the Secretary of the Company at
its principal offices, and the payment to the Company of an amount equal to the
aggregate purchase price for the number of Shares being purchased; or

            (b) if the Company's Common Stock is publicly traded as of such
date, the instruction to retain that number of Shares having a value equal to
the aggregate exercise price of


                                  Page 1 of 6



the Shares as to which this Warrant is being exercised and to issue to the
Holder the remainder of such Shares computed using the following formula:

                      Y(A-B)
                  X = ------
                         A

Where:            X = the number of shares of Common Stock to be issued to the
                      Holder.

                  Y = the number of shares of Common Stock as to which this
                      Warrant is being exercised.

                  A = the fair market value of one share of Common Stock.

                  B = the Warrant Price.

         As used herein, the "fair market value of one share of Common Stock"
shall mean:

            (1) Except in the circumstances described in clause (2) or (3)
hereof, the closing price of the Company's Common Stock, as reported in the Wall
Street Journal, on the trading day immediately prior to the date of exercise;

            (2) If such exercise is in conjunction with a merger, acquisition or
other consolidation pursuant to which the Company is not the surviving entity,
the value received by the holders of the Common Stock pursuant to such
transaction for each share; or

            (3) If such exercise is in conjunction with the initial public
offering of the Company, the price at which the Common Stock is sold to the
public in such offering.

         5. Certificates for Shares. Upon the exercise of the purchase rights
evidenced by this Warrant, one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable thereafter, and in any event
within thirty (30) days of the delivery of the subscription notice.

         6. Reservation of Shares. The Company covenants that it will at all
times keep available such number of authorized shares of its Common Stock, free
from all preemptive rights with respect thereto, which will be sufficient to
permit the exercise of this Warrant for the full number of Shares specified
herein. The Company further covenants that such Shares, when issued pursuant to
the exercise of this Warrant, will be duly and validly issued, fully paid and
non-assessable and free from all taxes, liens and charges with respect to the
issuance thereof.

         7. Adjustment of Warrant Price and Number of Shares. The number and
kind of securities purchasable upon exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time as follows:

            (a) Stock Dividends, Subdivisions, Combinations and Other Issuances.
If the Company shall at any time prior to the expiration of this Warrant
subdivide its Common Stock, by


                                  Page 2 of 6



stock split or otherwise, combine its Common Stock or issue additional shares of
its Common Stock as a dividend with respect to any shares of its Common Stock,
the number of Shares issuable on the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision or stock dividend and
proportionately decreased in the case of a combination. Appropriate adjustments
shall also be made to the purchase price payable per share, but the aggregate
purchase price payable for the total number of Shares purchasable under this
Warrant (as adjusted) shall remain the same. Any adjustment under this Section 7
shall become effective at the close of business on the date the subdivision or
combination becomes effective or as of the record date of such dividend, or, in
the event that no record date is fixed, upon the making of such dividend

            (b) Reclassification, Reorganization, Merger, Sale or Consolidation.
In the event of any reclassification, capital reorganization or other change in
the Common Stock of the Company (other than as a result of a subdivision,
combination or stock dividend provided for in Section 7 above) or in the event
of a consolidation or merger of the Company with or into, or the sale of all or
substantially all of the properties and assets of the Company, to any person,
and in connection therewith consideration is payable to holders of Common Stock
in cash, securities or other property, then as a condition of such
reclassification, reorganization or change, consolidation, merger or sale,
lawful provision shall be made, and duly executed documents evidencing the same
shall be delivered to the Holder, so that the Holder shall have the right at any
time prior to the expiration of this Warrant to purchase, at a total price equal
to that payable upon the exercise of this Warrant immediately prior to such
event, the kind and amount of cash, securities or other property receivable in
connection with such reclassification, reorganization or change, consolidation,
merger or sale, by a holder of the same number of shares of Common Stock as were
exercisable by the Holder immediately prior to such reclassification,
reorganization or change, consolidation, merger or sale. In any such case,
appropriate provisions shall be made with respect to the rights and interest of
the Holder so that the provisions hereof shall thereafter be applicable with
respect to any cash, securities or property deliverable upon exercise hereof.
Notwithstanding the foregoing, (i) if the Company merges or consolidates with,
or sells all or substantially all of its property and assets to, any other
person, and consideration is payable to holders of Common Stock in exchange for
their Common Stock in connection with such merger, consolidation or sale which
consists solely of cash, or (ii) in the event of the dissolution, liquidation or
winding up of the Company, then the Holder shall be entitled to receive
distributions on the date of such event on an equal basis with holders of Common
Stock as if this Warrant had been exercised immediately prior to such event,
less the Warrant Price. Upon receipt of such payment, if any, the rights of the
Holder shall terminate and cease, and this Warrant shall expire. In case of any
such merger, consolidation or sale of assets, the surviving or acquiring person
and, in the event of any dissolution, liquidation or winding up of the Company,
the Company shall promptly, after receipt of this surrendered Warrant, make
payment by delivering a check in such amount as is appropriate (or, in the case
of consideration other than cash, such other consideration as is appropriate) to
such person as it may be directed in writing by the Holder surrendering this
Warrant.

            (c) Certain Distributions. In case the Company shall fix a record
date for the making of a dividend or distribution of cash, securities or
property to all holders of Common Stock (excluding any dividends or
distributions referred to in Sections or 7(a) above, the number


                                  Page 3 of 6



of Shares purchasable upon an exercise of this Warrant after such record date
shall be adjusted to equal the product obtained by multiplying the number of
Shares purchasable upon an exercise of this Warrant immediately prior to such
record date by a fraction, the numerator of which shall be the Warrant Price
immediately prior to such distribution, and the denominator of which shall be
the Warrant Price immediately prior to such distribution, less the fair market
value per Share, as determined by the Holder, of the cash, securities or
property so distributed. Such adjustment shall be made successively whenever any
such distribution is made and shall become effective on the effective date of
distribution.

         8. Pre-Exercise Rights. Prior to exercise of this Warrant, the Holder
shall not be entitled to any rights of a shareholder with respect to the Shares,
including without limitation, the right to vote such Shares, receive preemptive
rights or be notified of shareholder meetings, and the Holder shall not be
entitled to any notice or other communication concerning the business or affairs
of the Company.

         9. Restricted Securities. The Holder understands that this Warrant and
the Shares purchasable hereunder constitute "restricted securities" under the
federal securities laws inasmuch as they are being, or will be, acquired from
the Company in transactions not involving a public offering and accordingly may
not, under such laws and applicable regulations, be resold or transferred
without registration under the Securities Act of 1933, as amended, or an
applicable exemption from registration. In this connection, the Holder
acknowledges that Rule 144 of the Securities and Exchange Commission is not now,
and may not in the future be, available for resales of the Shares purchased
hereunder. The Holder further acknowledges that the Shares and any other
securities issued upon exercise of this Warrant shall bear a legend
substantially in the form of the legend appearing on the face hereof.

         10. Certification of Investment Purpose. Unless a current registration
statement under the Securities Act of 1933, as amended, shall be in effect with
respect to the securities to be issued upon exercise of this Warrant, the Holder
hereof, by accepting this Warrant, covenants and agrees that, at the time of
exercise hereof, the Holder will deliver to the Company a written certification
that the securities acquired by the Holder are acquired for investments purposes
only and that such securities are not acquired with a view to, or for sale in
connection with, any distribution thereof.

         11. Registration Rights. This Warrant and the Shares shall be subject
to the registration rights set forth in the Registration Rights Agreement of
even date herewith by and among the Holder and the Company, and the Holder shall
be entitled to all rights and benefits thereof.

         12. Successors and Assigns. The terms and provisions of this Warrant
shall inure to the benefit of, and be binding upon, the Company and the Holder
and their respective successors and assigns.

         13. Governing Law. This Warrant shall be governed by the laws of the
State of Texas, excluding the conflicts of laws provisions thereof.


                                  Page 4 of 6



                                     INTEGRATED SECURITY SYSTEMS, INC.


                                     By:
                                         ---------------------------------------
                                         C. A. Rundell, Jr.
                                         Chairman and Chief Executive Officer


                                  Page 5 of 6



                                 EXERCISE NOTICE


                                                           Dated          ,
                                                                 ---------  ----

         The undersigned hereby irrevocably elects to exercise the Stock
Purchase Warrant, dated September 27, 2001, issued by INTEGRATED SECURITY
SYSTEMS, INC., a Delaware corporation (the "Company") to the undersigned to the
extent of purchasing ___________ shares of Common Stock and hereby makes payment
of $_________ in payment of the aggregate Warrant Price of such Shares.

                                            RENAISSANCE CAPITAL GROWTH &
                                            INCOME FUND III, INC.


                                            By:
                                                --------------------------------


                                  Page 6 of 6

EX-4.4

                                                                     EXHIBIT 4.4

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.


                             STOCK PURCHASE WARRANT

This Stock Purchase Warrant (this "Warrant"), dated September 27, 2001, is
issued to FROST NATIONAL BANK, CUSTODIAN, FBO RENAISSANCE US GROWTH & INCOME
TRUST PLC, a public limited company registered in England and Wales (the
"Holder"), by INTEGRATED SECURITY SYSTEMS, INC., a Delaware corporation (the
"Company").

         1. Purchase of Shares. Subject to the terms and conditions hereinafter
set forth, the Holder is entitled, upon surrender of this Warrant at the
principal office of the Company (or at such other place as the Company shall
notify the holder hereof in writing), to purchase from the Company 150,000 fully
paid and non-assessable shares of Common Stock, no par value (the "Common
Stock"), of the Company (as adjusted pursuant to Section 6 hereof, the "Shares")
for the purchase price specified in Section 2 below.

         2. Purchase Price. The purchase price for the Shares is $0.20 per
share. Such price shall be subject to adjustment pursuant to Section 6 hereof
(such price, as adjusted from time to time, is herein referred to as the
"Warrant Price").

         3. Exercise Period. This Warrant is exercisable in whole or in part at
any time from the date hereof through September 27, 2006.

         4. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may exercise, in
whole or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:

            (a) surrender of this Warrant, together with a duly executed copy of
the form of Exercise Notice attached hereto, to the Secretary of the Company at
its principal offices, and the payment to the Company of an amount equal to the
aggregate purchase price for the number of Shares being purchased; or

            (b) if the Company's Common Stock is publicly traded as of such
date, the instruction to retain that number of Shares having a value equal to
the aggregate exercise price of the Shares as to which this Warrant is being
exercised and to issue to the Holder the remainder of such Shares computed using
the following formula:


                                  Page 1 of 5



                      Y(A-B)
                  X = ------
                         A

Where:            X = the number of shares of Common Stock to be issued to the
                      Holder.

                  Y = the number of shares of Common Stock as to which this
                      Warrant is being exercised.

                  A = the fair market value of one share of Common Stock.

                  B = the Warrant Price.

        As used herein, the "fair market value of one share of Common Stock"
shall mean:

                      (1) Except in the circumstances described in clause (2) or
(3) hereof, the closing price of the Company's Common Stock, as reported in the
Wall Street Journal, on the trading day immediately prior to the date of
exercise;

                      (2) If such exercise is in conjunction with a merger,
acquisition or other consolidation pursuant to which the Company is not the
surviving entity, the value received by the holders of the Common Stock pursuant
to such transaction for each share; or

                      (3) If such exercise is in conjunction with the initial
public offering of the Company, the price at which the Common Stock is sold to
the public in such offering.

         5. Certificates for Shares. Upon the exercise of the purchase rights
evidenced by this Warrant, one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable thereafter, and in any event
within thirty (30) days of the delivery of the subscription notice.

         6. Reservation of Shares. The Company covenants that it will at all
times keep available such number of authorized shares of its Common Stock, free
from all preemptive rights with respect thereto, which will be sufficient to
permit the exercise of this Warrant for the full number of Shares specified
herein. The Company further covenants that such Shares, when issued pursuant to
the exercise of this Warrant, will be duly and validly issued, fully paid and
non-assessable and free from all taxes, liens and charges with respect to the
issuance thereof.

         7. Adjustment of Warrant Price and Number of Shares. The number and
kind of securities purchasable upon exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time as follows:


                                  Page 2 of 5



                  (a) Stock Dividends, Subdivisions, Combinations and Other
Issuances. If the Company shall at any time prior to the expiration of this
Warrant subdivide its Common Stock, by stock split or otherwise, combine its
Common Stock or issue additional shares of its Common Stock as a dividend with
respect to any shares of its Common Stock, the number of Shares issuable on the
exercise of this Warrant shall forthwith be proportionately increased in the
case of a subdivision or stock dividend and proportionately decreased in the
case of a combination. Appropriate adjustments shall also be made to the
purchase price payable per share, but the aggregate purchase price payable for
the total number of Shares purchasable under this Warrant (as adjusted) shall
remain the same. Any adjustment under this Section 7 shall become effective at
the close of business on the date the subdivision or combination becomes
effective or as of the record date of such dividend, or, in the event that no
record date is fixed, upon the making of such dividend.

                  (b) Reclassification, Reorganization, Merger, Sale or
Consolidation. In the event of any reclassification, capital reorganization or
other change in the Common Stock of the Company (other than as a result of a
subdivision, combination or stock dividend provided for in Section 7 above) or
in the event of a consolidation or merger of the Company with or into, or the
sale of all or substantially all of the properties and assets of the Company, to
any person, and in connection therewith consideration is payable to holders of
Common Stock in cash, securities or other property, then as a condition of such
reclassification, reorganization or change, consolidation, merger or sale,
lawful provision shall be made, and duly executed documents evidencing the same
shall be delivered to the Holder, so that the Holder shall have the right at any
time prior to the expiration of this Warrant to purchase, at a total price equal
to that payable upon the exercise of this Warrant immediately prior to such
event, the kind and amount of cash, securities or other property receivable in
connection with such reclassification, reorganization or change, consolidation,
merger or sale, by a holder of the same number of shares of Common Stock as were
exercisable by the Holder immediately prior to such reclassification,
reorganization or change, consolidation, merger or sale. In any such case,
appropriate provisions shall be made with respect to the rights and interest of
the Holder so that the provisions hereof shall thereafter be applicable with
respect to any cash, securities or property deliverable upon exercise hereof.
Notwithstanding the foregoing, (i) if the Company merges or consolidates with,
or sells all or substantially all of its property and assets to, any other
person, and consideration is payable to holders of Common Stock in exchange for
their Common Stock in connection with such merger, consolidation or sale which
consists solely of cash, or (ii) in the event of the dissolution, liquidation or
winding up of the Company, then the Holder shall be entitled to receive
distributions on the date of such event on an equal basis with holders of Common
Stock as if this Warrant had been exercised immediately prior to such event,
less the Warrant Price. Upon receipt of such payment, if any, the rights of the
Holder shall terminate and cease, and this Warrant shall expire. In case of any
such merger, consolidation or sale of assets, the surviving or acquiring person
and, in the event of any dissolution, liquidation or winding up of the Company,
the Company shall promptly, after receipt of this surrendered Warrant, make
payment by delivering a check in such amount as is appropriate (or, in the case
of consideration other than cash, such other consideration as is appropriate) to
such person as it may be directed in writing by the Holder surrendering this
Warrant.


                                  Page 3 of 5



                  (c) Certain Distributions. In case the Company shall fix a
record date for the making of a dividend or distribution of cash, securities or
property to all holders of Common Stock (excluding any dividends or
distributions referred to in Sections 7 or 7(a) above, the number of Shares
purchasable upon an exercise of this Warrant after such record date shall be
adjusted to equal the product obtained by multiplying the number of Shares
purchasable upon an exercise of this Warrant immediately prior to such record
date by a fraction, the numerator of which shall be the Warrant Price
immediately prior to such distribution, and the denominator of which shall be
the Warrant Price immediately prior to such distribution, less the fair market
value per Share, as determined by the Holder, of the cash, securities or
property so distributed. Such adjustment shall be made successively whenever any
such distribution is made and shall become effective on the effective date of
distribution.

         8. Pre-Exercise Rights. Prior to exercise of this Warrant, the Holder
shall not be entitled to any rights of a shareholder with respect to the Shares,
including without limitation, the right to vote such Shares, receive preemptive
rights or be notified of shareholder meetings, and the Holder shall not be
entitled to any notice or other communication concerning the business or affairs
of the Company.

         9. Restricted Securities. The Holder understands that this Warrant and
the Shares purchasable hereunder constitute "restricted securities" under the
federal securities laws inasmuch as they are being, or will be, acquired from
the Company in transactions not involving a public offering and accordingly may
not, under such laws and applicable regulations, be resold or transferred
without registration under the Securities Act of 1933, as amended, or an
applicable exemption from registration. In this connection, the Holder
acknowledges that Rule 144 of the Securities and Exchange Commission is not now,
and may not in the future be, available for resales of the Shares purchased
hereunder. The Holder further acknowledges that the Shares and any other
securities issued upon exercise of this Warrant shall bear a legend
substantially in the form of the legend appearing on the face hereof.

         10. Certification of Investment Purpose. Unless a current registration
statement under the Securities Act of 1933, as amended, shall be in effect with
respect to the securities to be issued upon exercise of this Warrant, the Holder
hereof, by accepting this Warrant, covenants and agrees that, at the time of
exercise hereof, the Holder will deliver to the Company a written certification
that the securities acquired by the Holder are acquired for investments purposes
only and that such securities are not acquired with a view to, or for sale in
connection with, any distribution thereof.

         11. Registration Rights. This Warrant and the Shares shall be subject
to the registration rights set forth in the Registration Rights Agreement of
even date herewith by and among the Holder and the Company, and the Holder shall
be entitled to all rights and benefits thereof.

         12. Successors and Assigns. The terms and provisions of this Warrant
shall inure to the benefit of, and be binding upon, the Company and the Holder
and their respective successors and assigns.


                                  Page 4 of 5



         13. Governing Law. This Warrant shall be governed by the laws of the
State of Texas, excluding the conflicts of laws provisions thereof.


                                           INTEGRATED SECURITY SYSTEMS, INC.



                                       By:
                                            ------------------------------------
                                            C. A. Rundell, Jr.
                                            Chairman and Chief Executive Officer


                                  Page 5 of 5


                                 EXERCISE NOTICE


                                                           Dated          ,
                                                                 ---------  ----

         The undersigned hereby irrevocably elects to exercise the Stock
Purchase Warrant, dated September 27, 2001, issued by INTEGRATED SECURITY
SYSTEMS, INC., a Delaware corporation (the "Company") to the undersigned to the
extent of purchasing ___________ shares of Common Stock and hereby makes payment
of $_________ in payment of the aggregate Warrant Price of such Shares.

                                               RENAISSANCE US GROWTH & INCOME
                                               TRUST PLC


                                               By:
                                                  ------------------------------

EX-4.5

                                                                     EXHIBIT 4.5

                          REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of September 27,
2001, is among INTEGRATED SECURITY SYSTEMS, INC., a Delaware corporation (the
"Company"), and RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC., a Texas
corporation, and RENAISSANCE US GROWTH & INCOME TRUST PLC, a public limited
company registered in England and Wales (collectively, "Renaissance").

                                   WITNESSETH:

         WHEREAS, the Company has issued to Renaissance five-year warrants to
purchase 150,000 shares of Common Stock ("Common Stock"), such shares together,
with all other shares of Common Stock heretofore or hereafter issued to
Renaissance or issuable to Renaissance upon conversion or exercise of the
Company's securities, hereinafter referred to as the "Registrable Shares";

         WHEREAS, the Registrable Shares have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and, as an inducement to
Renaissance, the Company has agreed to grant to Renaissance certain registration
rights with respect to the Registrable Shares as set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

1.       Demand Registration.

         (a) The Company hereby agrees to use its best efforts to register all
or any portion of the Registrable Shares on one (1) occasion upon receipt of a
written request from a holder (the "Holder" or "Holders") of record of the
Registrable Shares that the Company file a registration statement under the 1933
Act covering the registration of the Registrable Shares then outstanding. The
Company shall, within twenty (20) days of its receipt thereof, give written
notice of such request to all holders of record of Registrable Shares. The
Holders of said Registrable Shares shall then have fifteen (15) days from the
date of mailing of such notice by the Company to request that all or a portion
of their respective Registrable Shares be included in said registration.

         (b) If the Holders intend to distribute the Registrable Shares covered
by their request by means of an underwriting, they shall so advise the Company
as a part of their request made pursuant to this Agreement, and the Company
shall include such information in the written notice to the other Holders of
Registrable Shares referred to in Section 1(a) above. In such event, the right
of any Holder to include its Registrable Shares in such registration shall be
conditioned upon such Holder's participation in such underwriting and the
inclusion of such Holder's Registrable Shares in the underwriting (unless
otherwise mutually agreed by the Company, the underwriter, the Initiating Holder
and such Holder) is limited to the extent provided herein. All Holders proposing


                                  Page 1 of 13



to distribute their securities through such underwriting shall (together with
the Company as provided in Section 3(e) below) enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for
such underwriting by mutual agreement of the Company and the Initiating Holder,
which agreement shall not be unreasonably withheld. Notwithstanding any other
provision of this Section 1, if the underwriter advises the Initiating Holder
and the Company in writing that marketing factors require a limitation of the
number of shares to be underwritten, then the Initiating Holder shall so advise
all Holders of Registrable Shares which would otherwise be underwritten pursuant
hereto, and the number of shares of Registrable Shares that may be included in
the underwriting shall be allocated on a pro rata basis among all Holders that
have requested to participate in such registration.

         (c) Each such registration shall remain effective for a period of one
hundred eighty (180) days, unless the Initiating Holder requests that such
registration be terminated prior to the expiration of such period.

         (d) If, after a registration statement becomes effective, the Company
advises the Holders that the registration statement is required to be amended
under applicable federal securities laws, the Holders shall suspend any further
sales of their Registrable Shares, until the Company advises them that the
registration statements has been amended, but not more than thirty (30) days.
The one hundred eighty (180)-day time period referred to in subsection (c)
during which the registration statement must be kept current after its effective
date shall be extended for an additional number of business days equal to the
number of business days during which the right to sell the Registrable Shares
was suspended pursuant to the preceding sentence.

         (e) the Company shall have the right to exclude an underwriter not
reasonably acceptable to it.

2.       "Piggy-Back" Registration.

         If the Company proposes to register any of its capital stock under the
1933 Act in connection with the public offering of such securities for its own
account or for the account of its security Holders, other than Holders of
Registrable Shares pursuant hereto (a "Piggy-Back Registration Statement"),
except for (i) a registration relating solely to the sale of securities to
participants in the Company's stock plans or employee benefit plans or (ii) a
registration relating solely to an transaction for which Form S-4 may be used,
then:

         (a) the Company shall give written notice of such determination to each
Holder of Registrable Shares, and each such Holder shall have the right to
request, by written notice given to the Company within fifteen (15) days of the
date that such written notice was mailed by the Company to such Holder, that a
specific number of Registrable Shares held by such Holder be included in the
Piggy-Back Registration Statement (and related underwritten offering, if any);

         (b) If the Piggy-Back Registration Statement relates to an underwritten
offering, the notice given to each Holder shall specify the name or names of the
managing underwriter or underwriters for such offering. In addition, such notice
shall also specify the number of securities


                                  Page 2 of 13



to be registered for the account of the Company and for the account of its
shareholders (other than the Holders of Registrable Shares), if any;

         (c) If the Piggy-Back Registration Statement relates to an underwritten
offering, each Holder of Registrable Shares to be included therein must agree
(i) to sell such Holder's Registrable Shares on the same basis as provided in
the underwriting arrangement approved by the Company, and (ii) to timely
complete and execute all questionnaires, powers of attorney, indemnities,
hold-back agreements, underwriting agreements and other documents required under
the terms of such underwriting arrangements or by the SEC or by any state
securities regulatory body;

         (d) If the managing underwriter or underwriters for the underwritten
offering under the Piggy-Back Registration Statement determines in writing that
inclusion of all or any portion of the Registrable Shares in such offering would
materially and adversely affect the ability of the underwriters for such
offering to sell all of the securities requested to be included for sale in such
offering, the aggregate number of Registrable Shares that may be sold by the
Holders shall be limited to such number of Registrable Shares, if any, that the
managing underwriter or underwriters determine may be included therein without
such adverse effect, as provided below. If the number of securities proposed to
be sold in such underwritten offering exceeds the number of securities that may
be sold in such offering, there shall be included in the offering, first, up to
the maximum number of securities to be sold by the Company for its own account,
and, second, the balance, if any, of the Registrable Shares requested to be
included therein by the Holders;

         (e) Holders of Registrable Shares shall have the right to withdraw
their Registrable Shares from the Piggy-Back Registration Statement, but if the
same relates to an underwritten offering, they may only do so during the time
period and on the terms agreed upon among the underwriters for such underwritten
offering and the Holders of Registrable Shares;

         (f) The Holders will advise the Company at the time a registration
becomes effective whether the Registrable Shares included in the registration
will be underwritten or sold directly by the Holders;

         (g) All demand and piggy-back registration rights of the Holders shall
terminate when all of the Registrable Shares then outstanding may be sold
pursuant to Rule 144(k).

3.       Obligations of the Company.

         Whenever required to effect the registration of any Registrable Shares
pursuant to this Agreement, the Company shall, as expeditiously as reasonably
possible:

         (a) Prepare and file with the SEC a registration statement with respect
to such Registrable Shares and use all reasonable efforts to cause such
registration statement to become effective, and keep such registration statement
effective until the sooner of all such Registrable Shares having been
distributed, or until one hundred twenty (120) days have elapsed since such
registration statement became effective (subject to extension of this period as
provided below);


                                  Page 3 of 13



         (b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
1933 Act with respect to the disposition of all securities covered by such
registration statement, or one hundred twenty (120) days have elapsed since such
registration statement became effective (subject to the extension of this period
as provided below);

         (c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
1933 Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Shares owned by them;

         (d) Use all reasonable efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holders,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify as a broker-dealer in any states or jurisdictions
or to do business or to file a general consent to service of process in any such
states or jurisdictions;

         (e) In the event of any underwritten public offering, enter into an
underwriting agreement with the managing underwriter of such offering, in usual
and customary form reasonably satisfactory to the Company and the Holders of a
majority of the Registrable Shares to be included in such offering;

         (f) Notify each Holder of Registrable Shares covered by such
registration statement, at any time when a prospectus relating thereto and
covered by such registration statement is required to be delivered under the
1933 Act, of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing; and

         (g) In the event of the notification provided for in Section 3(f)
above, the Company shall use its best efforts to prepare and file with the SEC
(and to provide copies thereof to the Holders) as soon as reasonably possible an
amended prospectus complying with the 1933 Act, and the period during which the
prospectus referred to in the notice provided for in Section 3(f) above cannot
be used and the time period prior to the use of the amended prospectus referred
to in this Section 3(g) shall not be counted in the one hundred twenty (120)-day
period of this Section 3.

4.       Furnish Information.

         (a) It shall be a condition precedent to the obligations of the Company
that the selling Holders shall furnish to the Company any and all information
reasonably requested by the Company, its officers, directors, employees,
counsel, agents or representatives, the underwriter or underwriters, if any, and
the SEC or any other Governmental Authority, including, but not limited to: (i)
such information regarding themselves, the Registrable Shares held by them, and
the intended method of disposition of such securities, as shall be required to
effect the registration of


                                  Page 4 of 13



their Registrable Shares; and (ii) the identity of and compensation to be paid
to any proposed underwriter or broker-dealer to be employed in connection
therewith.

         (b) In connection with the preparation and filing of each registration
statement registering Registrable Shares under the 1933 Act, the Company shall
give the Holders of Registrable Shares on whose behalf such Registrable Shares
are to be registered and their underwriters, if any, and their respective
counsel and accountants, such access to copies of the Company's records and
documents and such opportunities to discuss the business of the Company with its
officers and the independent public accountants who have certified its financial
statements as shall be necessary or appropriate to conduct a due diligence
investigation, within the meaning of the 1933 Act.

5.       Expenses of Registration.

         All expenses, other than underwriting discounts and commissions
applicable to the Registrable Shares sold by selling Holders, incurred in
connection with the registration of the Registrable Shares pursuant to this
section, including, without limitation, all registration, filing and
qualification fees, printer's expenses, accounting and legal fees and expenses
of the Company and Holders, shall be borne by the Company.

6.       Other Registration Rights.

         No registration rights have been granted by the Company, other than as
set forth on the filings made by the Company with the SEC. The Company shall not
grant any registration rights in the future, without the consent of Renaissance.

7.       Indemnification Regarding Registration Rights.

         If any Registrable Shares are included in a registration statement
pursuant to this Agreement:

         (a) To the extent permitted by law, the Company will indemnify and hold
harmless each Holder, the officers and directors of each Holder, any underwriter
(as defined in the 1933 Act) for such Holder and each person, if any, who
controls such Holder or underwriter within the meaning of the 1933 Act or the
Securities Exchange Act of 1934, as amended (the "1934 Act"), against any
losses, claims, damages, liabilities (joint or several) or any legal or other
costs and expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action to which they may
become subject under the 1933 Act, the 1934 Act or state law, insofar as such
losses, claims, damages, costs, expenses or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations (each a "Violation"): (i) any untrue statement or
alleged untrue statement of a material fact with respect to the Company or its
securities contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements therein; (ii) the omission or alleged omission to state therein a
material fact with respect to the Company or its securities required to be
stated therein or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by the Company of the 1933 Act, the
1934 Act, any state securities law or any rule or regulation


                                  Page 5 of 13



promulgated under the 1933 Act, the 1934 Act or any state securities law.
Notwithstanding the foregoing, the indemnity agreement contained in this Section
7(a) shall not apply and the Company shall not be liable in any such case for
any such loss, claim, damage, costs, expenses, liability or action to the extent
that it arises out of or is based upon a Violation which occurs in reliance upon
and in conformity with written information furnished expressly for use in
connection with such registration by any such Holder, underwriter or controlling
person.

         (b) To the extent permitted by law, each Holder who participates in a
registration pursuant to the terms and conditions of this Agreement shall
indemnify and hold harmless the Company, each of its directors and officers who
have signed the registration statement, each Person, if any, who controls the
Company within the meaning of the 1933 Act, the 1934 Act, any state securities
law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or
any state securities law, each of the Company's employees, agents, counsel and
representatives, any underwriter and any other Holder selling securities in such
registration statement, or any of its directors or officers, or any person who
controls such Holder, against any losses, claims, damages, costs, expenses,
liabilities (joint or several) to which the Company or any such director,
officer, controlling person, employee, agent, representative, underwriter, or
other such Holder, or director, officer or controlling person thereof, may
become subject, under the 1933 Act, the 1934 Act or other federal or state law,
only insofar as such losses, claims, damages, costs, expenses or liabilities or
actions in respect thereto arise out of or are based upon any Violation, in each
case only to the extent and only to the extent that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such. Each such Holder will
indemnify any legal or other expenses reasonably incurred by the Company or any
such director, officer, employee, agent representative, controlling person,
underwriter or other Holder, or officer, director or of any controlling person
thereof, in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the indemnity agreement
contained in this Section 7(b) shall not apply to amounts paid in settlement of
any such loss, claim, damage, costs, expenses, liability or action if such
settlement is effected without the prior written consent of the Holder.

         (c) Promptly after receipt by an indemnified party under this Section 7
of notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 7, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party shall have the right to retain its own
counsel, with the reasonable fees and expenses of such counsel to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential conflict of interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve the indemnifying party of its
obligations under this Section 7, except to the extent that the failure results
in a failure of actual notice to the indemnifying party and such indemnifying
party is materially prejudiced in its ability to defend such action solely as a
result of the failure to give such notice.


                                  Page 6 of 13



         (d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under this Section 7 in respect of any
losses, claims, damages, costs, expenses, liabilities or actions referred to
herein, then each indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, costs, expenses, liabilities or
actions in such proportion as is appropriate to reflect the relative fault of
the Company, on the one hand and of the Holder, on the other, in connection with
the Violation that resulted in such losses, claims, damages, costs, expenses,
liabilities or actions. The relative fault of the Company, on the one hand, and
of the Holder, on the other, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of the material fact or
the omission to state a material fact relates to information supplied by the
Company or by the Holder, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

         (e) The Company, on the one hand, and the Holders, on the other, agree
that it would not be just and equitable if contribution pursuant to this Section
7 were determined by a pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an indemnified
party as a result of losses, claims, damages, costs, expenses, liabilities and
actions referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any reasonable legal or
other expenses incurred by such indemnified party in connection with defending
any such action or claim. Notwithstanding the provisions of this Section 7,
neither the Company nor the Holders shall be required to contribute any amount
in excess of the amount by which the total price at which the securities were
offered to the public exceeds the amount of any damages which the Company or
each such Holder has otherwise been required to pay by reason of such Violation.
No person guilty of fraudulent misrepresentations (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any person who is
not guilty of such fraudulent misrepresentation.

8.       Reports Under the 1934 Act.

         So long as the Company has a class of securities registered pursuant to
Section 13 of the 1934 Act, with a view to making available to the Holders the
benefits of Rule 144 promulgated under the 1933 Act ("Rule 144") and any other
rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration or pursuant to a
registration on Form S-3, if applicable, the Company agrees to use its
reasonable efforts to:

         (a) Make and keep public information available, as those terms are
understood and defined in Rule 144, at all times;

         (b) File with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act;

         (c) Furnish to any Holder, so long as the Holder owns any Registrable
Shares, (i) forthwith upon request a copy of the most recent annual or quarterly
report of the Company


                                  Page 7 of 13



and such other SEC reports and documents so filed by the Company, and (ii) such
other information (but not any opinion of counsel) as may be reasonably
requested by any Holder seeking to avail himself of any rule or regulation of
the SEC which permits the selling of any such securities without registration or
pursuant to such form.

9.       Assignment of Registration Rights.

         Subject to the terms and conditions of this Agreement and the right to
cause the Company to register Registrable Shares pursuant to this Agreement may
be assigned by Holder to any transferee or assignee of such securities; provided
that said transferee or assignee is a transferee or assignee of at least ten
percent (10%) of the Registrable Shares and provided that the Company is, within
a reasonable time after such transfer, furnished with written notice of the name
and address of such transferee or assignee and the securities with respect to
which such registration rights are being assigned; and provided, further, that
such assignment shall be effective only if immediately following such transfer
the further disposition of such securities by the transferee or assignee is
restricted under the 1933 Act; it being the intention that so long as Holder
holds any Registrable Shares hereunder, either Holder or its transferee or
assignee of at least ten percent may exercise the registration rights hereunder.

10.      Other Matters.

         (a) Each Holder of Registrable Shares hereby agrees by acquisition of
such Registrable Shares that, with respect to each offering of the Registrable
Shares, whether each Holder is offering such Registrable Shares in an
underwritten or nonunderwritten offering, such Holder will comply with
Regulation M or such other or additional anti-manipulation rules then in effect
until such offering has been completed, and in respect of any nonunderwritten
offering, in writing will inform the Company, any other Holders who are selling
shareholders, and any national securities exchange upon which the securities of
the Company are listed, that the Registrable Shares have been sold and will,
upon the Company's request, furnish the distribution list of the Registrable
Shares. In addition, upon the request of the Company, each Holder will supply
the Company with such documents and information as the Company may reasonably
request with respect to the subject matter set forth and described in this
Section 10.

         (b) Each Holder of Registrable Shares hereby agrees by acquisition of
such Registrable Shares that, upon receipt of any notice from the Company of the
happening of any event which makes any statement made in the registration
statement, the prospectus or any document incorporated therein by reference,
untrue in any material respect or which requires the making of any changes in
the registration statement, the prospectus or any document incorporated therein
by reference, in order to make the statements therein not misleading in any
material respect, such Holder will forthwith discontinue disposition of
Registrable Shares under the prospectus related to the applicable registration
statement until such Holder's receipt of the copies of the supplemented or
amended prospectus, or until it is advised in writing by the Company that the
use of the prospectus may be resumed, and has received copies of any additional
or supplemental filings which are incorporated by reference in the prospectus.


                                  Page 8 of 13



11.      Waivers and Modifications.

         All modifications, consents, amendments or waivers (herein "Waivers")
of any provision of this Agreement shall be effective only if the same shall be
in writing by Renaissance and then shall be effective only in the specific
instance and for the purpose for which given. No notice or demand given in any
case shall constitute a waiver of the right to take other action in the same,
similar or other instances without such notice or demand. No failure to
exercise, and no delay in exercising, on the part of Renaissance, any right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
any other right. The rights of Renaissance hereunder shall be in addition to all
other rights provided by law.

12.      Choice of Forum; Consent to Service of Process and Jurisdiction.

         Any suit, action or proceeding against the Company with respect to this
Agreement or any judgment entered by any court in respect thereof, may be
brought in the courts of the State of Texas, County of Dallas, or in the United
States federal courts located in the State of Texas, as Renaissance in its sole
discretion may elect, and the Company hereby submits to the nonexclusive
jurisdiction of such courts for the purpose of any such suit, action or
proceeding. The Company hereby agrees that service of all writs, process and
summonses in any such suit, action or proceeding brought in the State of Texas
may be brought upon, and the Company hereby irrevocably appoints, the CT
Corporation System, Dallas, Texas, as its true and lawful attorney-in-fact in
the name, place and stead of the Company to accept such service of any and all
such writs, process and summonses. The Company hereby irrevocably waives any
objections which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement or any
Note brought in such courts, and hereby further irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been
brought in any inconvenient forum.

13.      Invalid Provisions.

         If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws during the term of this Agreement,
such provision shall be fully severable; this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part of this Agreement; and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable
provision shall be added as part of this Agreement a provision mutually
agreeable to the Company and Renaissance as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be legal, valid and
enforceable. In the event the Company and Renaissance are unable to agree upon a
provision to be added to this Agreement within a period of ten (10) business
days after a provision of this Agreement is held to be illegal, invalid or
unenforceable, then a provision acceptable to independent arbitrators, such to
be selected in accordance with the provisions of the American Arbitration
Association, as similar in terms to the illegal, invalid or unenforceable
provision as is possible and be legal, valid and enforceable shall be added
automatically to this Agreement. In


                                  Page 9 of 13



either case, the effective date of the added provision shall be the date upon
which the prior provision was held to be illegal, invalid or unenforceable.

14.      Binding Effect.

         This Agreement shall be binding upon and inure to the benefit of the
Company and Renaissance and their respective successors, assigns and legal
representatives; provided, however, that the Company may not, without the prior
written consent of Renaissance, assign any rights, powers, duties or obligations
thereunder.

15.      No Third Party Beneficiary.

         The parties do not intend the benefits of this Agreement to inure to
any third party, nor shall this Agreement be construed to make or render
Renaissance liable to any materialman, supplier, contractor, subcontractor,
purchaser or lessee of any property owned by the Company, or for debts or claims
accruing to any such persons against the Company. Notwithstanding anything
contained herein, no conduct by any or all of the parties hereto, before or
after signing this Agreement, shall be construed as creating any right, claim or
cause of action against Renaissance, or any of its officers, directors, agents
or employees, in favor of any materialman, supplier, contractor, subcontractor,
purchaser or lessee of any property owned by the Company, nor to any other
person or entity other than the Company.

16.      Entirety.

         This Agreement and any other documents or instruments issued or entered
into pursuant hereto and thereto contain the entire agreement between the
parties and supersede all prior agreements and understandings, written or oral
(if any), relating to the subject matter hereof and thereof.

17.      Headings.

         Section headings are for convenience of reference only and, except as a
means of identification of reference, shall in no way affect the interpretation
of this Agreement.

18.      Survival.

         All representations and warranties made by the Company herein shall
survive delivery of the Notes and the making of the Loan.

19.      Multiple Counterparts.

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same agreement, and any of the
parties hereto may execute this Agreement by signing any such counterpart.


                                 Page 10 of 13


20.      Notices.

         (a) Any notices or other communications required or permitted to be
given by this Agreement or any other documents and instruments referred to
herein must be (i) given in writing and personally delivered, mailed by prepaid
certified or registered mail or sent by overnight service, such as FedEx, or
(ii) made by telex or facsimile transmission delivered or transmitted to the
party to whom such notice or communication is directed, with confirmation
thereupon given in writing and personally delivered or mailed by prepaid
certified or registered mail.

         (b) Any notice to be mailed, sent or personally delivered shall be
mailed or delivered to the principal offices of the party to whom such notice is
addressed, as that address is specified herein below. Any such notice or other
communication shall be deemed to have been given (whether actually received or
not) on the day it is mailed, postage prepaid, or sent by overnight service or
personally delivered or, if transmitted by telex or facsimile transmission, on
the day that such notice is transmitted; provided, however, that any notice by
telex or facsimile transmission, received by any the Company or Renaissance
after 4:00 p.m., Dallas, Texas time, at the recipient's address, on any day,
shall be deemed to have been given on the next succeeding business day. Any
party may change its address for purposes of this Agreement by giving notice of
such change to the other parties.

         If to the Company to:

         Integrated Security Systems, Inc.
         8200 Springwood Drive, Suite 230
         Irving, Texas  75063
         (972) 444-8280
         (972) 869-3843 (fax)

         with a copy to:

         David O. Oden, Esq.
         Haynes and Boone, LLP
         901 Main Street, Suite 3100
         Dallas, Texas 75202
         (214) 651-6929
         (214) 972-9029 (fax)

         If to Renaissance to:

         Renaissance Capital Growth & Income Fund III, Inc.
         Renaissance US Growth & Income Trust PLC
         8080 North Central Expressway, Suite 210, LB59
         Dallas, Texas 75206
         (214) 891-8294
         (214) 891-8291 (fax)


                                 Page 11 of 13



         with a copy to:

         Norman R. Miller, Esq.
         Kirkpatrick & Lockhart LLP
         1717 Main Street, Suite 3100
         Dallas, Texas 75201
         (214) 939-4906
         (214) 939-4949 (fax)

         Any notice delivered personally in the manner provided herein will be
deemed given to the party to whom it is directed upon the party's (or its
agent's) actual receipt. Any notice addressed and mailed in the manner provided
here will be deemed given to the party to whom it is addressed at the close of
business, local time of the recipient, on the fourth business day after the day
it is placed in the mail, or, if earlier, the time of actual receipt.

21.        Governing Law.

          THIS AGREEMENT HAS BEEN PREPARED, IS BEING EXECUTED AND DELIVERED, AND
IS INTENDED TO BE PERFORMED IN THE STATE OF TEXAS, AND THE SUBSTANTIVE LAWS OF
SUCH STATE AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA SHALL
GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS
AGREEMENT.


                                 Page 12 of 13



IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed and
delivered, as of the date and year first above written.

                                    COMPANY:

                                    INTEGRATED SECURITY SYSTEMS, INC.


                                    By:
                                         ---------------------------------------
                                         C. A. Rundell, Jr.
                                         Chairman and Chief Executive Officer


                                    RENAISSANCE:

                                    RENAISSANCE CAPITAL GROWTH &
                                    INCOME FUND III, INC.

                                    By:    Renaissance Capital Group, Inc.,
                                           Investment Adviser


                                           By:
                                               ---------------------------------
                                               Russell Cleveland, President and
                                               Chief Executive Officer


                                    RENAISSANCE US GROWTH & INCOME
                                    TRUST PLC


                                    By:
                                       -----------------------------------------
                                       Russell Cleveland, Director


                                 Page 13 of 13

EX-4.6

                                                                     EXHIBIT 4.6


                           BORROWER SECURITY AGREEMENT


This SECURITY AGREEMENT (this "Agreement"), dated as of September 27, 2001, is
entered into among INTEGRATED SECURITY SYSTEMS, INC., a Delaware corporation
("Borrower"), RENAISSANCE US GROWTH & INCOME TRUST PLC ("RUSGIT"), RENAISSANCE
CAPITAL GROWTH & INCOME FUND III, INC., a Texas corporation ("Renaissance III")
(RUSGIT and Renaissance III collectively referred to as "Lender"), and
RENAISSANCE CAPITAL GROUP, INC., a Texas corporation, as agent for the Lender
(the "Agent").

                                    RECITALS

         A. Secured Party has lent to Pledgor the aggregate principal amount of
One Hundred Fifty Thousand Dollars ($150,000) evidenced by the Pledgor's
promissory notes of even date herewith (the "Notes").

         B. As a condition for the loan, Lender required that Borrower grant a
security interest in all of its assets as collateral for the loan and any other
indebtedness of Borrower to Lender (the "Obligations").

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and agreements set forth herein, the parties agree as follows:

         1. Grant of Security Interest.

            (a) In order to secure payment when due of the Obligations now
existing or hereafter incurred, Borrower hereby irrevocably grants to the Lender
a first and prior security interest in the following property of the Borrower
(the "Collateral"), whether now owned or existing, or hereafter acquired, owned,
existing or arising (whether by contract or operation of law), and wherever
located, which shall be retained by Lender, until the Obligations have been paid
in full and the Loan Agreement has been terminated.

            (b) Collateral shall include all personal property of the Borrower,
including the following, all whether now owned or hereafter acquired or arising
and wherever located: (i) accounts (including health-care-insurance receivables
and credit card receivables); (ii) securities entitlements, securities accounts,
commodity accounts, commodity contracts and investment property; (iii) deposit
accounts [i-iii collectively referred to as "Accounts"]; (iv) instruments
(including promissory notes); (v) documents (including warehouse receipts); (vi)
chattel paper (including electronic chattel paper and tangible chattel paper);
(vii) inventory, including raw materials, work in process, or materials used or
consumed in Borrower's business, items held for sale or lease or furnished or to
be furnished under contracts of service, sale or lease, goods that are returned,
reclaimed or repossessed; (viii) goods of every nature, including
stock-in-trade, goods on consignment, standing timber that is to be cut and
removed under a conveyance or contract for sale, the unborn young of animals,
crops grown, growing, or to be grown,


                                  Page 1 of 8



manufactured homes, computer programs embedded in such goods and farm products;
(ix) equipment, including machinery, vehicles and furniture; (x) fixtures; (xi)
agricultural liens; (xii) as-extracted collateral; (xiii) commercial tort
claims, if any, described on Exhibit "A" hereto; (xiv) letter of credit rights;
(xv) general intangibles, of every kind and description, including payment
intangibles, software, computer information, source codes, object codes, records
and data, all existing and future customer lists, choses in action, claims
(including claims for indemnification or breach of warranty), books, records,
patents and patent applications, copyrights, trademarks, tradenames,
tradestyles, trademark applications, goodwill, blueprints, drawings, designs and
plans, trade secrets, contracts, licenses, license agreements, formulae, tax and
any other types of refunds, returned and unearned insurance premiums, rights and
claims under insurance policies; (xvi) all supporting obligations of all of the
foregoing property; (xvii) all property of the Borrower now or hereafter in the
Lender's possession or in transit to or from, or under the custody or control
of, the Lender or any affiliate thereof; (xviii) all cash and cash equivalents
thereof; and (xix) all cash and noncash proceeds (including insurance proceeds)
of all of the foregoing property, all products thereof and all additions and
accessions thereto, substitutions therefor and replacements thereof. The
Collateral shall also include any and all other tangible or intangible property
that is described as being part of the Collateral pursuant to one or more Riders
to Security Agreement that may be attached hereto or delivered in connection
herewith, including the Rider to Security Agreement - Copyrights, the Rider to
Security Agreement - Patents, the Rider to Security Agreement - Trademarks and
the Rider to Security Agreement - Cash Collateral Account.

            (c) Borrower represents that the grant of security interest herein
is a first and prior security interest.

         2. Insurance on Collateral. Borrower further warrants and agrees that
it will pay for and maintain insurance in the amounts and of the types required
pursuant to Section 5.12 of the Loan Agreement.

         3. Covenant For Accounts.

            (a) The Borrower will, on the Lender's demand, make notations on its
books and records showing the Lender's security interest and make available to
the Lender shipping and delivery receipts evidencing the shipment of the goods
that gave rise to an account, completion certificates or other proof of the
satisfactory performance of services that gave rise to an account, a copy of the
invoice for each account and copies of any written contract or order from which
an account arose. The Borrower shall promptly notify the Lender if an account
becomes evidenced or secured by an instrument or chattel paper and upon the
Lender's request, will promptly deliver any such instrument or chattel paper to
the Lender, including any letter of credit delivered to the Borrower to support
a shipment of inventory by the Borrower.

            (b) The Borrower will promptly advise the Lender whenever an account
debtor refuses to retain or returns any goods from the sale of which an account
arose and will comply with any instructions that the Lender may give regarding
the sale or other disposition of such returns. From time to time with such
frequency as the Lender may request, the Borrower will report to the Lender all
credits given to account debtors on all accounts.


                                  Page 2 of 8



            (c) The Borrower will immediately notify the Lender if any account
arises out of contracts with the United States or any department, agency or
instrumentality thereof, and will execute any instruments and take any steps
required by the Lender so that all monies due and to become due under such
contract shall be assigned to the Lender and notice of the assignment given to
and acknowledged by the appropriate government agency or authority under the
Federal Assignment of Claims Act.

            (d) At any time after the occurrence of a Default, and without
notice to the Borrower, the Lender may direct any persons who are indebted to
the Borrower on any Collateral consisting of accounts or general intangibles to
make payment directly to the Lender of the amounts due. The Lender is authorized
to collect, compromise, endorse and sell any such Collateral in its own name or
in the Borrower's name and to give receipts to such account debtors for any such
payments and the account debtors will be protected in making such payments to
the Lender. Upon the Lender's written request, the Borrower will establish with
the Lender and maintain a lockbox account ("Lockbox") with the Lender and a
depository account(s) ("Cash Collateral Account") with the Lender subject to the
provisions of this subparagraph and such other related agreements as the Lender
may require, and the Borrower shall notify its account debtors to remit payments
directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be
transferred to the Cash Collateral Account, and funds in the Cash Collateral
Account shall be applied by the Lender, daily, to reduce the outstanding
Obligations.

            (e) Upon Agent's request, upon the occurrence and during the
continuance of a Default, Borrower will, at any reasonable time and at
Borrower's own expense, physically deliver to Agent, all Accounts (including
inter-company receivables) assigned to Agent at any reasonable place or places
designated by Agent. Failure to deliver any Account, or failure to deliver
physical possession of any instruments, documents or writings in respect of any
Account shall not invalidate Agent's Lien and security interest therein, except
to the extent that possession may be required by applicable law for the
perfection of said Lien or security interest, in which latter case, the Account
shall be deemed to be held by the Borrower as the custodian agent of Agent, for
the benefit of Lender. Failure of Agent to demand or require Borrower to include
any Account in any schedule, to execute any schedule, to assign and deliver any
schedule or to deliver physical possession of any instruments, documents or
writings related to any Account shall not relieve Borrower of its duty so to do.

            (f) Borrower hereby agrees that it shall use commercially reasonable
efforts, at its sole cost and expense and in its own name, to promptly and
diligently collect and enforce payment of all Accounts and Borrower will defend
and hold Lender and Agent harmless from any and all loss, damage, penalty, fine
or expense arising from such collection or enforcement.

         4. Financing Statements. Borrower agrees to execute all financing
statements and amendments thereto as Agent, on behalf of the Lender, may request
from time to time to evidence the security interest granted to Agent hereunder
and will pay the cost of all filing fees and taxes, if any, necessary to effect
the filing thereof. By its signature hereon, the Borrower hereby irrevocably
authorizes the Lender to execute (on behalf of the Borrower) and file against
the Borrower one or more financing, continuation or amendment statements
pursuant to the Uniform Commercial Code in form satisfactory to the Lender, and
the Borrower will pay the cost of


                                  Page 3 of 8



preparing and filing the same in all jurisdictions in which such filing is
deemed by the Lender to be necessary or desirable in order to perfect, preserve
and protect its security interests. Without the written consent of Agent,
Borrower will not allow any financing statement or notice of assignment to be on
file in any public office covering any Collateral, proceeds thereof or other
matters subject to the security interest granted to Agent herein, unless such
financing statement relates to a Permitted Lien.

         5. Software as Collateral. As part of the Collateral, Borrower has
delivered to Lender certain computer software, drivers and documentation
therefor, including all source and object code versions thereof (in electronic
and hard copies) and all enhancements and developments relating thereto (the
foregoing are collectively referred to herein as "Software"). Borrower grants to
Lender access and use to the Software. Borrower will update the Software in
possession of Lender no more than six (6) times per year, but no less often than
each major revision to the Software. Should Borrower default in the payment of
the Obligations, then Borrower hereby grants Lender a perpetual, nonexclusive,
royalty-free license to copy, make derivative works, and use the Software for
all of its business purposes (the "License"), as well as title and ownership to
the Software. Upon satisfaction of the Obligation by Borrower, Lender shall
promptly return the Software to Borrower and shall have no further rights to
access of use thereof. Lender acknowledges that third party software may be
required to use the Software, and it is Lender's responsibility to obtain any
rights to use such third party software. Nothing herein will grant to Lender any
title or ownership interest in the Software. To the extent that Lender modifies,
updates, or enhances the Software ("Enhancements"), Lender shall own the same.
Borrower hereby represents and warrants to Lender that Borrower has full right,
title and interest in and to the Software, the Software is complete and will
function in accordance with the documentation therefor, and the use of the
Software will not infringe any third party intellectual property or other
rights.

         6. Lender's Payment of Claims. Lender may, in its sole discretion,
discharge or obtain the release of any Lien asserted by any Person against the
Collateral, other than a Permitted Lien which, in the Lender's judgment, may
have a Material Adverse Effect on the Lender's rights with respect to the
Collateral. All sums paid by Lender in respect thereof shall be payable, on
demand, by Borrower to Lender and shall be a part of the Obligations.

         7. Default and Remedies.

            (a) Borrower shall be in default in the full and prompt payment,
when due, of the Obligations (a "Default").

            (b) Upon the occurrence and during the continuation of any Default
(i) unless Lender or Agent shall elect otherwise, the entire unpaid amount of
the Obligations due under the Loan Agreement, as are not then otherwise due and
payable, shall become immediately due and payable without notice to Borrower or
demand by Lender or Agent and (ii) either Lender or Agent may, at its or their
option, exercise from time to time any and all rights and remedies available to
them under the Uniform Commercial Code or otherwise, including the right to
foreclose or otherwise realize upon the Collateral and to dispose of any of the
Collateral at one or more public or private sales or other proceedings, and
Borrower agrees that any of Lender, Agent


                                  Page 4 of 8



or their nominee may become the purchaser at any such sale or sales. Borrower
agrees that twenty (20) days shall be reasonable prior notice of the date of any
public sale or other disposition of the same. All rights and remedies granted
Lender hereunder or under any other agreement between Lender and Borrower shall
be deemed concurrent and cumulative and not alternative, and Lender, or Agent on
its behalf, may proceed with any number of remedies at the same time or at
different times until all the Obligations are fully satisfied. The exercise of
any one right or remedy shall not be deemed a waiver or release of, or an
election against, any other right or remedy. Borrower shall pay to Lender or
Agent, on demand, any and all expenses (including reasonable attorneys' fees and
legal expenses) which may have been incurred by Lender or Agent (i) in the
prosecution or defense of any action arising under this Agreement, the
Collateral or any of Lender's rights therein or thereto; or (ii) in connection
with the custody, preservation, use, operation, preparation for sale or sale of
the Collateral, the incurring of all of which are hereby authorized to the
extent Lender or Agent deem the same advisable. Borrower's liability to Lender
or Agent for any such payment shall be included in the Obligations. The proceeds
of any Collateral received by Lender or Agent at any time before or after a
Default, whether from a sale or other disposition of Collateral or otherwise, or
the Collateral itself, may be applied to the payment, in full or in part, of
such of the Obligations and in such order and manner as Lender or Agent may
elect.

         8. Representations and Covenants of Borrower. Borrower hereby
represents to and agrees with Lender as follows:

            (a) Borrower owns the Collateral as sole owner, free and clear of
any Liens, other than Permitted Liens.

            (b) So long as any Obligations remain unpaid, Borrower agrees not to
sell, assign or transfer the Collateral, other than sales of Collateral in the
ordinary course of business, and to maintain it free and clear of any Liens,
other than Permitted Liens.

         9. Miscellaneous.

            (a) This Agreement shall bind and inure to the benefit of the
parties and their respective heirs, personal representatives, successors and
assigns, except that Borrower shall not assign any of its rights hereunder
without the prior written consent of holders of more than 50% of the principal
amount of the then outstanding Debentures.

            (b) Any provision hereof which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without affecting the validity or
enforceability of the remainder of this Agreement or the validity or
enforceability of such provision in any other jurisdiction.

            (c) This Agreement shall be governed by and construed and enforced
in accordance with the substantive laws of the State of Texas, without regard to
the conflicts of laws provisions thereof, and the applicable laws of the United
States. Venue and jurisdiction shall be in the state or federal courts in Dallas
County, Texas.


                                  Page 5 of 8



            (d) Borrower hereby consents to the jurisdiction of the courts of
the State of Texas in any action or proceeding which may be brought against it
under or in connection with this Agreement or any transaction contemplated
hereby or to enforce any agreement contained herein and, in the event any such
action or proceeding shall be brought against it, Borrower agrees not to raise
any objection to such jurisdiction or to the laying of venue in Dallas County,
Texas or, if applicable, any other county in any state in which Collateral is
located.

            (e) All capitalized terms, unless otherwise specified, have the
meanings assigned to them in the Loan Agreement and the Debentures.

            (f) Any notices or other communications required or permitted to be
given by this Agreement or any other documents and instruments referred to
herein must be (i) given in writing and personally delivered, mailed by prepaid
certified or registered mail or sent by overnight service, such as FedEx, or
(ii) made by telex or facsimile transmission delivered or transmitted to the
party to whom such notice or communication is directed, with confirmation
thereupon given in writing and personally delivered or mailed by prepaid
certified or registered mail.

       If to Borrower to:


                  Integrated Security Systems, Inc.
                  8200 Springwood Drive, Suite 230
                  Irving, Texas  75063
                  Telephone:  (972) 444-8280
                  Facsimile:  (972) 869-3843

         with a copy to:

                  David H. Oden, Esq.
                  Haynes and Boone, LLP
                  1600 N. Collins, Suite 2000
                  Richardson, TX 75080
                  Telephone:  (972) 680-7550
                  Facsimile:  (972) 680-7551

         If to Lender to:

         Renaissance US Growth & Income Trust PLC
         c/o Renaissance Capital Group, Inc.
         8080 North Central Expressway, Suite 210-LB59
         Dallas, Texas 75206
         Attn:    Russell Cleveland
                  President and Chief Executive Officer
         Telephone:  (214) 891-8294
         Facsimile:  (214) 891-8291


                                  Page 6 of 8



         Renaissance Capital Growth & Income Fund III, Inc.
         c/o Renaissance Capital Group, Inc.
         8080 North Central Expressway, Suite 210-LB59
         Dallas, Texas 75206
         Attn:    Russell Cleveland
                  President and Chief Executive Officer
         Telephone:       (214) 891-8294
         Facsimile:       (214) 891-8291

         with a copy to:

         Norman R. Miller, Esq.
         Kirkpatrick & Lockhart LLP
         1717 Main Street, Suite 3100
         Dallas, Texas 75201
         Telephone:  (214) 939-4906
         Facsimile:  (214) 939-4949


         If to Agent to:

         Renaissance Capital Group, Inc.
         8080 North Central Expressway, Suite 210-LB59
         Dallas, Texas 75206
         Attn:    Russell Cleveland
                  President and Chief Executive Officer
         Telephone:  (214) 891-8294
         Facsimile:  (214) 891-8291

         with a copy to:

         Norman R. Miller, Esq.
         Kirkpatrick & Lockhart LLP
         1717 Main Street, Suite 3100
         Dallas, Texas 75201
         Telephone:  (214) 939-4906
         Facsimile:  (214) 939-4949

Any notice delivered personally in the manner provided herein will be deemed
given to the party to whom it is directed upon the party's (or its agent's)
actual receipt. Any notice addressed and mailed in the manner provided herein
will be deemed given to the party to whom it is addressed at the close of
business, local time of the recipient, on the fourth business day after the day
it is placed in the mail, or, if earlier, the time of actual receipt.

                  (g) Capitalized terms used herein, unless otherwise defined
herein, have the definitions given them in the Loan Agreement among Borrower,
Lender and Agent.


                                  Page 7 of 8



IN WITNESS WHEREOF, this Agreement has been duly executed as of the date and
year written above.

                             BORROWER:

                             INTEGRATED SECURITY SYSTEMS, INC.




                             By:
                                      ------------------------------------------
                                      C. A. Rundell, Jr., Chairman and
                                      Chief Executive Officer


                             LENDER:

                             RENAISSANCE US GROWTH & INCOME TRUST PLC


                             By:
                                      ------------------------------------------
                                      Russell Cleveland, Director


                             RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

                             By:      Renaissance Capital Group, Inc.,
                                      Investment Adviser

                                 By:
                                          --------------------------------------
                                          Russell Cleveland, President and Chief
                                          Executive Officer


                             AGENT:

                             RENAISSANCE CAPITAL GROUP, INC.


                             By:
                                      ------------------------------------------


                                  Page 8 of 8

EX-4.7

                                                                     EXHIBIT 4.7


                             STOCK PLEDGE AGREEMENT


This PLEDGE AGREEMENT, dated as of September 27, 2001, between INTEGRATED
SECURITY SYSTEMS, INC., a Delaware corporation ("Pledgor"), FROST NATIONAL BANK,
CUSTODIAN ("Custodian"), FBO RENAISSANCE US GROWTH & INCOME TRUST PLC, a public
limited company registered in England and Wales ("RUSGIT"), FROST NATIONAL BANK,
CUSTODIAN, FBO RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC., a Texas
corporation ("Renaissance III") ("RUSGIT and Renaissance III collectively
referred to as "Secured Party"), AND RENAISSANCE CAPITAL GROUP, INC., a Texas
corporation, as Agent for the Lender (the "Agent").

                                    RECITALS

         A. Secured Party has lent to Pledgor the aggregate principal amount of
One Hundred Fifty Thousand Dollars ($150,000) evidenced by the Pledgor's
promissory notes of even date herewith (the "Notes").

         B. Pledgor is the owner of the shares of capital stock issued by each
subsidiary ("Subsidiary") named on Schedule A, and Pledgor has agreed to pledge
and assign to Secured Party a security interest in such shares, together with
any additional shares of capital stock of a Subsidiary or of any subsidiary of
Pledgor subsequently issued or acquired by Pledgor (collectively, the "Shares"),
to secure payment of the Notes of Pledgor and all other indebtedness of Pledgor
to Secured Party (collectively, the "Obligations").

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants, the parties agree as follows:

         1. Pledge of Shares. Pledgor hereby pledges and assigns to the Secured
Party the Shares for the purpose of securing the full and prompt payment, when
due, by Pledgor of the Obligations.

         2. Delivery of Shares. Upon execution of this Pledge, Pledgor shall
deliver to the Custodian all the certificates representing the Shares, together
with duly executed stock powers, in blank. Custodian shall hold all such
certificates and stock powers subject to the terms of this Pledge Agreement.

         3. Voting of Shares and Receipt of Dividends. Pledgor shall have the
right to vote the Shares and to receive dividends and distributions on the
shares, except upon the occurrence of a default in the full and prompt payment
of the Obligations, when due (a "Default"), in which event Secured Party shall
have such rights.

         4. Representations and Warranties. Pledgor hereby warrants, represents
and covenants as follows:


                                  Page 1 of 7



            a. Pledgor owns the Shares, free from any pledges, security
interests, adverse claims or liens;

            b. Pledgor will notify Secured Party of, and will defend the Shares
against, all claims and demands of all persons at any time claiming the Shares
or any interest therein;

            c. Pledgor will pay all taxes and assessments upon the Shares prior
to the date of delinquency for payment of such taxes and assessments;

            d. Pledgor has the full power, authority and capacity to grant the
security interest hereunder; and

            e. The Subsidiaries are the only operating subsidiaries of the
Pledgor, and the number of shares set forth on Schedule A constitute all of the
outstanding capital stock of the Subsidiaries.

         5. Return of Security. When the Obligations have been paid in full,
Agent shall promptly deliver the certificates representing the Shares then held
by it and all related stock powers to Pledgor.

         6. Occurrence of a Default. If a Default occurs, Agent or Secured Party
shall have the right to exercise any rights and remedies provided under the
Uniform Commercial Code of Texas or any other applicable law with respect to the
Shares.

         7. Duration of Pledge. This Pledge shall be terminated upon the earlier
of: (i) foreclosure by Secured Party of the security interest granted hereunder
upon the occurrence of a Default, or (ii) return of the Shares to Pledgor upon
payment of the Obligations.

         8. Miscellaneous.

            a. Governing Law. This Pledge shall be governed by and construed and
enforced in accordance with the substantive laws of the State of Texas, without
regard to the conflicts of laws provisions thereof, and the applicable laws of
the United States. Venue and jurisdiction shall be in the state or federal
courts in Dallas County, Texas.

            b. Binding Effect. All of the terms, covenants, representations,
warranties and conditions herein shall be binding upon, and inure to the benefit
of, and be enforceable by the parties and their respective successors and
assignees.

            c. Waiver. This Pledge may not be amended, modified, superseded or
canceled, nor may any of the terms, covenants, representations, warranties or
conditions hereof be waived, except by a written instrument executed by the
party against whom such amendment, modification, supersedure, cancellation or
waiver is charged. The failure of any party at any time or times to require
performance of any provision hereof shall in no manner affect the right at a
later time to enforce the same. No waiver by any party of any condition, or of
any breach of any term, covenant, representation or warranty contained herein,
in any one or more instances, shall


                                  Page 2 of 7



be deemed to be or construed as a further or continuing waiver of any such
condition or breach or waiver of any other condition or of any breach of any
other term, covenant, representation or warranty.

            d. Attorneys' Fees. If any party brings an action in connection with
the performance, breach or interpretation of this Pledge, or in any action
related to the transaction contemplated hereby, the prevailing party in such
action shall be entitled to recover from the losing party in such action all
reasonable costs and expenses of such litigation, including attorneys' fees,
court costs, costs of investigation, accounting and other costs reasonably
incurred or related to such litigation.

            e. Severability. If any provision hereof is determined to be illegal
or unenforceable, such determination shall not affect the validity or
enforceability of the remaining provisions hereof, all of which shall remain in
full force and effect.

            f. Further Documents. Each party covenants and agrees that, from
time to time, after the date hereof, at the reasonable request of any other
party, and without further consideration, such party will execute and deliver
such other documents and take such other action reasonably required to carry
out, in all respects, the transactions contemplated and intended by this Pledge.

            g. Notices. Any notices or other communications required or
permitted to be given by this Agreement or any other documents and instruments
referred to herein must be (i) given in writing and personally delivered, mailed
by prepaid certified or registered mail or sent by overnight service, such as
FedEx, or (ii) made by telex or facsimile transmission delivered or transmitted
to the party to whom such notice or communication is directed, with confirmation
thereupon given in writing and personally delivered or mailed by prepaid
certified or registered mail.

         If to Pledgor:


                  Integrated Security Systems, Inc.
                  8200 Springwood Drive, Suite 230
                  Irving, Texas  75063
                  Telephone:  (972) 444-8280
                  Facsimile:  (972) 869-3843

                  with a copy to:

                  David H. Oden, Esq.
                  Haynes and Boone, LLP
                  1600 N. Collins, Suite 2000
                  Richardson, TX 75080
                  Telephone:  (972) 680-7550
                  Facsimile:  (972) 680-7551



                                  Page 3 of 7


                  If to Secured Party:

                  Renaissance US Growth & Income Trust PLC
                  c/o Renaissance Capital Group, Inc.
                  8080 North Central Expressway, Suite 210-LB59
                  Dallas, Texas 75206
                  Attn.:   Russell Cleveland
                           President and Chief Executive Officer
                  Telephone:        (214) 891-8294
                  Facsimile:        (214) 891-8291

                  Renaissance Capital Growth & Income Fund III, Inc.
                  c/o Renaissance Capital Group, Inc.
                  8080 North Central Expressway, Suite 210-LB59
                  Dallas, Texas 75206
                  Attn.:   Russell Cleveland
                           President and Chief Executive Officer
                  Telephone:        (214) 891-8294
                  Facsimile:        (214) 891-8291

                  with a copy to:

                  Norman R. Miller, Esq.
                  Kirkpatrick & Lockhart LLP
                  1717 Main Street, Suite 3100
                  Dallas, Texas 75201
                  Telephone:        (214) 939-4906
                  Facsimile:        (214) 939-4949

                  If to Agent:

                  Renaissance Capital Group, Inc.
                  8080 North Central Expressway, Suite 210-LB59
                  Dallas, Texas 75206
                  Attn.:   Russell Cleveland
                           President and Chief Executive Officer
                  Telephone:        (214) 891-8294
                  Facsimile:        (214) 891-8291

                  with a copy to:

                  Norman R. Miller, Esq.
                  Kirkpatrick & Lockhart LLP
                  1717 Main Street, Suite 3100
                  Dallas, Texas 75201
                  Telephone:        (214) 939-4906
                  Facsimile:        (214) 939-4949


                                  Page 4 of 7



         Any notice delivered personally in the manner provided herein will be
deemed given to the party to whom it is directed upon the party's (or its
agent's) actual receipt. Any notice addressed and mailed in the manner provided
herein will be deemed given to the party to whom it is addressed at the close of
business, local time of the recipient, on the fourth business day after the day
it is placed in the mail, or, if earlier, the time of actual receipt.

            h. Parties in Interest. Nothing in this Pledge, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Pledge on any persons other than the parties and their respective successors and
assigns, nor is anything in this Pledge intended to relieve or discharge the
obligation or liability of any third persons to any party to this Pledge, nor
shall any provision give any third persons any right of subrogation or action
over or against any party to this Pledge.

            i. Defined Terms. All capitalized terms, unless otherwise specified,
have the same meanings assigned to them in the Loan Agreement and Notes.

[The remainder of this page is intentionally left blank; signature page
follows.]


                                  Page 5 of 7



         IN WITNESS WHEREOF, this Pledge Agreement is executed as of the date
first above written.

                                    PLEDGOR:

                                    INTEGRATED SECURITY SYSTEMS, INC.




                                    By:
                                        ----------------------------------------
                                        C. A. Rundell, Chairman and
                                        Chief Executive Officer

                                    SECURED PARTY:

                                    RENAISSANCE US GROWTH & INCOME TRUST PLC



                                    By:
                                        ----------------------------------------
                                        Russell Cleveland, Director


                                    RENAISSANCE CAPITAL GROWTH &
                                    INCOME FUND III, INC.

                                    By: Renaissance Capital Group, Inc.,
                                        Investment Adviser

                                        By:
                                            ------------------------------------
                                            Russell Cleveland, President and
                                            Chief Executive Officer


                                    AGENT:

                                    RENAISSANCE CAPITAL GROUP, INC.


                                    By:
                                        ----------------------------------------
                                        Russell Cleveland, President and
                                        Chief Executive Officer


                                  Page 6 of 7






                                   SCHEDULE A





                    SUBSIDIARIES                        NO. OF SHARES
                    ------------                        -------------
                                                     
           B&B Electromatic, Inc.                           1,000
           Intelli-Site, Inc.                               1,000




                                  Page 7 of 7