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



                                  JULY 21, 1999
                ------------------------------------------------
                Date of Report (Date of earliest event reported)


                            INTEGRATED SYSTEMS, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)




    CALIFORNIA                   0-18268                          94-2658153
- -----------------------    ------------------------        --------------------
State of incorporation)    (Commission file number)        (I.R.S. Employer
                                                            Identification No.)



                             201 MOFFETT PARK DRIVE
                           SUNNYVALE, CALIFORNIA 94089
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)


                                 (408) 542-1960
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



ITEM 2:  ACQUISITION OR DISPOSITION OF ASSETS

         On July 21, 1999, Integrated Systems, Inc. ("ISI"), acquired
Software Development Systems, Inc., a privately held Illinois corporation
("SDS"), pursuant to an Agreement and Plan of Reorganization dated as of July
15, 1999 (the "Merger Agreement") among SDS, certain shareholders of SDS, ISI
and ISI Acquisition Corporation, a wholly owned subsidiary of ISI. The
acquisition was structured as the merger (the "Merger") of SDS into ISI
Acquisition Corporation. Each share of SDS stock outstanding immediately
prior to the Merger was converted into the right to receive cash and shares
of ISI Common Stock. ISI paid a total Merger consideration of $13,942,947 in
cash and 1,430,046 shares of ISI Common Stock. All options to purchase SDS
stock became immediately exercisable as a result of the Merger. ISI paid a
total of $3,464,191 to the holders of those options in cash and the options
were cancelled. In addition, ISI paid $5,513,920 to a creditor of SDS as full
settlement of a loan liability. The funds paid to the SDS shareholders,
optionholders and creditor were derived from ISI's working capital cash
reserves. ISI will account for its acquisition of SDS under the purchase
method of accounting.

         SDS is engaged in the business of developing, marketing and supporting
embedded software tools. ISI intends to continue to conduct SDS's business
following the acquisition. In 1998, SDS had revenue of approximately $16.5
million and net losses of approximately $2.3 million.

         The shares of ISI Common Stock issued to the SDS shareholders in the
Merger were not registered under the Securities Act of 1933, as amended (the
"1933 Act"), in reliance upon the exemptions from registration provided by
Section 4(2) thereof and/or Rule 506 promulgated under Regulation D. ISI and the
SDS shareholders have entered into a Registration Rights Agreement, pursuant to
which ISI granted the SDS shareholders certain rights for the registration under
the 1933 Act of the resale of the shares of ISI Common Stock issued to them in
the Merger. Under the terms of the Registration Rights Agreement, ISI agreed to
file a shelf registration on Form S-3 pursuant to Rule 415 under the 1933 Act by
no later than October 20, 1999, to cover the resale by the SDS shareholders of
the shares of ISI Common Stock issued to them in the Merger.

         James E. Challenger, the Chief Executive Officer of SDS, was
appointed to the office of Chief Technology Officer of ISI pursuant to a
letter agreement dated July 15, 1999. In addition, Mr. Challenger signed a
Non-Competition Agreement with ISI in consideration of the payment by ISI of
$1.0 million in cash at the closing of the Merger. ISI also agreed to elect
Mr. Challenger to a newly created seat on the ISI Board of Directors.

ITEM 7:  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

         It is impracticable for ISI to currently provide the required
financial statements for Software Development Systems, Inc. called for by
Item 7(a). Pursuant to paragraph (a)(4) of


                                      2



Item 7 of Form 8-K, the financial statements of Software Development Systems,
Inc. required to be filed under paragraph (a) of this Item 7 will be filed as
soon as practicable, but not later than required by Item 7 of Form 8-K.

         (b)      PRO FORMA FINANCIAL INFORMATION.

         It is impracticable for ISI to currently provide the pro forma
financial information with respect to the acquisition of Software Development
Systems, Inc. called for by this Item 7(b). Pursuant to paragraphs (b)(2) and
(a)(4) of Item 7, the pro forma financial statements required to be filed under
paragraph (b) of this Item 7 will be filed as soon as practicable, but not later
than required by paragraphs (b)(2) and (a)(4) of Item 7 of Form 8-K.

         (c)      EXHIBITS

         The following exhibits are filed herewith:

         2.01     Agreement and Plan of Reorganization dated as of July 15, 1999
                  by and among ISI, Software Development Systems, Inc., ISI
                  Acquisition Corporation and certain individual shareholders of
                  Software Development Systems, Inc. Pursuant to Item 601(b)(2)
                  of Regulation of S-K, the schedules have been omitted but will
                  be furnished supplementally to the Commission upon request.

         4.01     Registration Rights Agreement dated as of July 15, 1999 by and
                  among ISI and the shareholders of Software Development
                  Systems, Inc.

         10.01    Offer of Employment dated July 15, 1999 from ISI to James E.
                  Challenger.

         10.02    Non-Competition Agreement dated as of July 15, 1999 between
                  ISI and James E. Challenger.


                [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK.]


                                      3



                                   SIGNATURES

         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 thereunto duly authorized.


                                               INTEGRATED SYSTEMS, INC.

                                               By:     /s/ William C. Smith
                                                   ----------------------------
Date:  August 5, 1999                                   William C. Smith
                                                   Vice President, Finance and
                                                   Chief Financial Officer


                                      4



                                  EXHIBIT INDEX
                                  -------------




       NUMBER     DESCRIPTION
       ------     -----------
               
         2.01     Agreement and Plan of Reorganization dated as of July 15, 1999
                  by and among ISI, Software Development Systems, Inc., ISI
                  Acquisition Corporation and certain individual shareholders of
                  Software Development Systems, Inc. Pursuant to Item 601(b)(2)
                  of Regulation of S-K, the schedules have been omitted but will
                  be furnished supplementally to the Commission upon request.

         4.01     Registration Rights Agreement dated as of July 15, 1999 by and
                  among ISI and the shareholders of Software Development
                  Systems, Inc.

        10.01     Offer of Employment dated July 15, 1999 from ISI to James E.
                  Challenger.

        10.02     Non-Competition Agreement dated as of July 15, 1999 between
                  ISI and James E. Challenger.

EX-2.01

                                                                    EXHIBIT 2.01


                      AGREEMENT AND PLAN OF REORGANIZATION

          This Agreement and Plan of Reorganization (the "AGREEMENT") is entered
into as of this 15th day of July, 1999, by and among Integrated Systems, Inc., a
California corporation ("ACQUIRER"), ISI Acquisition Corporation, an Illinois
corporation and a wholly owned subsidiary of Acquirer ("SUB"), Software
Development Systems, Inc., an Illinois corporation, and the individuals listed
on SCHEDULE A hereto (the "PRINCIPALS"). The term "Target" shall mean Software
Development Systems, Inc., an Illinois corporation, and each of the entities set
forth on SCHEDULE 2.4 hereto, taken as a whole.

                                    RECITALS

         A.       The parties intend that, subject to the terms and conditions
hereinafter set forth, Target will merge with and into Sub in a forward
triangular merger (the "MERGER"), with Sub to be the surviving corporation of
the Merger, pursuant to the terms and conditions of this Agreement and the
Articles of Merger to be filed with the State of Illinois substantially in the
form of EXHIBIT B attached hereto (the "ARTICLES OF MERGER") and the applicable
provisions of the law of the State of Illinois. Upon the effectiveness of the
Merger, all of the outstanding Common Stock of Target will be converted into
Common Stock of Acquirer ("ACQUIRER COMMON STOCK"). In addition, all outstanding
options ("TARGET OPTIONS") will be converted into options to purchase Acquirer
Common Stock, all as provided in this Agreement and the Articles of Merger. All
debt instruments which by their terms are convertible into or exchangeable for
equity securities of Target ("TARGET CONVERTIBLE DEBT") will be treated as set
forth in Section 1.1.1(v).

         B.       The Merger is intended to be treated as a tax-free
reorganization pursuant to the provisions of Section 368(a)(1)(A) of the
Internal Revenue Code of 1986, as amended (the "CODE"), by virtue of the
provisions of Section 368(a)(2)(D) of the Code, and as a "purchase" for
accounting purposes.

         C.       The parties intend that the Total Acquirer Shares (as defined
below) will be the total amount of Acquirer Common Stock issued or issuable for
all of Target's outstanding Common Stock, options to purchase Common Stock and
any other equity interests or rights in Target of any type whatsoever.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

1.       PLAN OF REORGANIZATION

         1.1      THE MERGER. The Articles of Merger will be filed with the
office of the Secretary of State of Illinois, as soon as practicable after the
Closing Date (as defined in Section 6.1 hereof). The effective date and time of
the last such filing is referred to herein as the "EFFECTIVE TIME". At the
Effective Time, Target will be merged with and into Sub pursuant to




this Agreement and the Articles of Merger in accordance with applicable
provisions of the law of the State of Illinois as follows:

                  1.1.1    CONVERSION OF SHARES. Each share of Target Common
Stock (the "TARGET COMMON STOCK") issued and outstanding immediately prior to
the Effective Time, other than shares, if any, for which dissenters rights have
been or will be perfected in compliance with applicable law, will by virtue of
the Merger and at the Effective Time, and without further action on the part of
any holder thereof (the "TARGET SHAREHOLDER(S)"), be converted into the right to
receive (a) the "PER SHARE CASH PAYMENT" and (b) the "APPLICABLE FRACTION" of a
fully paid and nonassessable share of Acquirer Common Stock from Acquirer.

                           (i)      PURCHASE PRICE. The "Purchase Price" shall
be Forty Million Six Hundred Thousand Dollars ($40,600,000) LESS the cash
payable to holders of Target Options pursuant to Section 1.1.2 below and LESS
any adjustment due to unconverted or repaid Target Convertible Debt pursuant to
Section 1.1.1(v) below.

                           (ii)     THE PER SHARE CASH PAYMENT. The Per Share
Cash Payment shall be determined by dividing the Purchase Price by 2 (the "CASH
PURCHASE PRICE") and then dividing the Cash Purchase Price by the Target Common
Stock (as defined above). The Cash Purchase Price shall be subject to adjustment
pursuant to Sections 1.1.1(iii)(B) and (C) below.

                           (iii)    THE TOTAL ACQUIRER SHARES. The total shares
of Acquirer Common Stock issuable hereunder (the "TOTAL ACQUIRER SHARES") shall
be determined by dividing the Purchase Price by 2 (the "STOCK PURCHASE PRICE")
and then dividing the Stock Purchase Price by the Nasdaq National Market closing
prices of Acquirer's Common Stock on the most recent ten (10) trading days
immediately prior to the date of this Agreement (the "PER SHARE MARKET VALUE")
subject to the following adjustments.

                                    (A)      If the Per Share Market Value
exceeds $15.60, the Total Acquirer Shares will be calculated by dividing the
Stock Purchase Price by $15.60.

                                    (B)      If the Per Share Market Value is
less than $10.40, the Total Acquirer Shares will be calculated as the sum of the
result of dividing the Acquirer Stock Purchase Price by $10.40 and (ii) such
number, if any, of additional shares that are necessary to have the Stock
Purchase Price equal one-half of the sum of (A) the number of shares prior to
such adjustment multiplied by the Per Share Market Value and (B) the Cash
Purchase Price prior to adjustment pursuant to Section 1.1.1(iii)(B) herein. In
the event an adjustment is necessary pursuant to clause (ii), then the Cash
Purchase Price shall be reduced to equal the product of (1) the Per Share Market
Value and (2) the number of Target Acquirer Shares, after the adjustments set
forth in clause (ii) above. Notwithstanding anything to the contrary herein, in
no event shall Acquirer be required to issue more shares than Nineteen and Nine
Tenths Percent (19.9%) of the total number of outstanding shares of its Common
Stock immediately prior to the Closing. In addition, the Cash Purchase Price
shall only exceed the Stock Purchase Price upon the approval of each of Acquirer
and Target, in which case the provisions, terms and conditions contained in this
Agreement, the Acquirer Ancillary Agreements and the Target Ancillary Agreements


                                       2



relating to the tax-free treatment of the Merger shall no longer be applicable
with respect to any party.

                                    (C)      If the Per Share Market Value is
greater than the last reported sale price of Acquirer's Common Stock on the
trading day immediately prior to the Effective Time (the "EFFECTIVE TIME
PRICE"), then the Cash Purchase Price shall then be reduced to equal the product
of (x) the number of Total Acquirer Shares as determined pursuant to this
Section 1.1.1(iii) multiplied by (y) the Effective Time Price.

                           (iv)     APPLICABLE FRACTION. The Applicable Fraction
shall be determined by dividing (A) the Total Acquirer Shares (as defined above
in Subsection 1.1.1(iii)) by (B) the total number of shares of Target Common
Stock outstanding immediately prior to the Effective Time.

                           (v)      ADJUSTMENT TO PURCHASE PRICE. To the extent
that any Target Convertible Debt remains unconverted at the Effective Time
because the holder declines to convert such debt as listed on SCHEDULE 1.1.1(iv)
hereto, Acquirer agrees to assume the obligation of paying such unconverted
Target Convertible Debt in accordance with the terms thereof. The Purchase Price
shall be reduced by the amount of the principal and interest of such obligation
that was repaid prior to the Effective Time or that is assumed by Acquirer. Any
attempt to make an election to convert the debt after the Effective Time to
Target Common Stock shall be invalid and will not be honored by Acquirer. Any
fractional shares shall be handled in accordance with Section 1.2 hereof.

                  1.1.2    TARGET OPTIONS TREATMENT. Each share of Target Common
Stock issuable upon the exercise of Target Options will, by virtue of the Merger
and at the Effective Time, and without any action on the part of the holder
thereof, be converted into the right of the holder thereof to receive a cash
payment from Acquirer an amount equal to the difference between:

                           (i)      the result obtained from dividing (A) Forty
Million Six Hundred Thousand Dollars ($40,600,000) less any adjustment to the
Purchase Price due to unconverted or repaid Target Convertible Debt pursuant to
Section 1.1.1(v) above by (B) the sum of the total number of shares of Target
Common Stock and the total number of shares of Target Common Stock issuable upon
exercise of all Target Options outstanding immediately prior to the Effective
Time; and

                           (ii)     the exercise price per share of such Target
Option.

Any fractional shares shall be handled in accordance with Section 1.2 hereof.

                  1.1.3    ADJUSTMENTS FOR CAPITAL CHANGES. If prior to the
Effective Time, Acquirer recapitalizes through a split-up of its outstanding
shares into a greater number, or a combination of its outstanding shares into a
lesser number, reorganizes, reclassifies or otherwise changes its outstanding
shares into the same or a different number of shares of other classes (other
than through a split-up or combination of shares provided for in the previous
clause), or declares a dividend on its outstanding shares payable in shares or
securities convertible into shares, the


                                       3



number of shares of Acquirer Common Stock into which the shares of Target Common
Stock, Target Options and Target Convertible Debt (that elects to convert into
Acquirer Common Stock at the Effective Time) are to be converted will be
adjusted appropriately so as to maintain the proportionate interests of the
holders of the Target Common Stock, Options and Target Convertible Debt (that
elects to convert into Target Common Stock at or prior to the Effective Time)
and the holders of Acquirer shares.

                  1.1.4    DISSENTING SHARES. Holders of shares of Target Common
Stock who have complied with all requirements for perfecting dissenter's rights,
as set forth in the general corporation law of the State of Illinois ("ILLINOIS
LAW"), shall be entitled to their rights under the Illinois Law with respect to
such shares ("DISSENTING SHARES").

         1.2      FRACTIONAL SHARES. No fractional shares of Acquirer Common
Stock will be issued in connection with the Merger, but in lieu thereof, the
holder of any shares of Target Common Stock who would otherwise be entitled to
receive a fraction of a share of Acquirer Common Stock will receive from
Acquirer, promptly after the Effective Time, an amount of cash equal to (i) the
Per Share Market Value, as determined in Subsection 1.1.1(i) above, multiplied
by (ii) the fraction of a share to which such holder would otherwise be
entitled.

         1.3      ESCROW AGREEMENT. At the Closing of the Merger (as defined in
Section 6.1 hereof), Acquirer will withhold (i) that number of shares of
Acquirer Common Stock which equals five percent (5%) of the sum of the Total
Acquirer Shares (as defined in Section 1.1.2 hereof) on a pro rata basis among
each Material Target Shareholder (as defined below), as determined pursuant to
this Section 1.3 (rounded down to the nearest whole number of shares to be
issued to each Material Target Shareholder) (the "ESCROW SHARES") and (ii) five
percent (5%) of the Cash Purchase Price (after any adjustments pursuant to
Section 1.1.1(iii)(B) hereof) (the "ESCROW CASH" and, together with the Escrow
Shares, the "ESCROW CASH AND SHARES") and deliver the Escrow Cash and Shares to
Chase Manhattan Bank and Trust Company, National Association (the "ESCROW
AGENT"), as escrow agent, to be held by the Escrow Agent as collateral for the
Material Target Shareholder's obligations under Section 10.2 and pursuant to the
provisions of an escrow agreement (the "ESCROW AGREEMENT") in substantially the
form of EXHIBIT 1.3. The Escrow Shares will be represented by a certificate or
certificates issued in the name of the Material Target Shareholders and
delivered to the Escrow Agent and, along with the Escrow Cash, will be held as
collateral for Damages suffered by an Indemnified Person (each as defined in
Section 10.2) for breaches of the representations, warranties and covenants of
Target contained in this Agreement. The Escrow Cash and Shares will be delivered
and will be held by the Escrow Agent from the Closing until the first
anniversary of the Effective Time (the "ESCROW PERIOD"). However, in all cases
as to matters which an Indemnified Person has given written notice of a claim
for Damages during the Escrow Period, Escrow Agent shall disburse to the
Material Target Shareholders such lesser amount as is sufficient to pay such
claims in accordance with the terms of this Agreement and the Escrow Agreement.

                  In the event that the Merger is approved by the Target
Shareholders, as provided herein, the Material Target Shareholders shall,
without any further act of any Material Target Shareholder, be deemed to have
consented to and approved (i) the use of the Escrow Cash and


                                       4



Shares as collateral for the Material Target Shareholder's indemnification
obligations under Section 10.2 in the manner set forth in the Escrow Agreement,
(ii) the appointment of James E. Challenger as the representative of the
Material Target Shareholders ( the "REPRESENTATIVE") under the Escrow Agreement
and as the attorney-in-fact and agent for and on behalf of each Material Target
Shareholder (other than holders of Dissenting Shares), and the taking by the
Representative of any and all actions and the making of any decisions required
or permitted to be taken by the Representative under the Escrow Agreement
(including, without limitation, the exercise of the power to: (a) authorize
delivery to Acquirer of Escrow Cash and Shares in satisfaction of claims by
Acquirer; (b) agree to, negotiate, enter into settlements and compromises of and
demand arbitration and comply with orders of courts and awards of arbitrators
with respect to such claims; (c) resolve any claim made by Indemnified Persons
pursuant to Section 10.2; and (d) take all actions necessary in the judgment of
the Representative for the accomplishment of the foregoing) and (iii) to all of
the other terms, conditions and limitations in the Escrow Agreement.

                  All actions, decisions and instructions of the Representative
including, without limitation, the defense or settlement of any claims for which
the Material Target Shareholders may be required to indemnify Acquirer or Sub
pursuant to Section 9.2 hereof, shall be conclusive and binding upon all of the
Material Target Shareholders and no shareholder shall have any right to object,
dissent, protest or otherwise contest the same or have any cause of action
against the Representative for any action taken, decision made or instruction
given by the Representative under this Agreement, except for fraud or willful
breach of this Agreement by the Representative. The provisions of this paragraph
are independent and severable, are irrevocable and coupled with an interest and
shall be enforceable notwithstanding any rights or remedies that any shareholder
may have in connection with the transactions contemplated by this Agreement. The
provisions of this paragraph shall be binding upon the executors, heirs, legal
representatives, successors and assigns of each such shareholder, and any
references in this Agreement to a Material Target Shareholder or the Material
Target Shareholders shall include the successors to the Material Target
Shareholders' rights hereunder, whether pursuant to assignment, testamentary
disposition, the laws of descent, and distribution or otherwise. In acting as
the representative of the Material Target Shareholders, the Representative may
rely upon, and shall not be liable to any shareholder for acting or refraining
from acting upon, an opinion of counsel, certificate of auditors or other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, arbitrator's award, appraisal, bond or other paper or document reasonably
believed by him to be genuine and to have been signed or presented by the proper
party or parties. The Representative shall incur no liability to any Material
Target Shareholder with respect to any action taken or suffered by him in his
capacity as Representative in reliance upon any note, direction, instruction,
consent, statement or other documents believed by him to be genuinely and duly
authorized, nor for other action or inaction except his own willful misconduct
or gross negligence and the Representative shall be indemnified and saved
harmless by the shareholders from all losses, costs and expenses which the
Representative may incur as a result of involvement in any legal proceedings
arising from the performance of his or her duties hereunder. The Representative
may perform his duties as Representative either directly or by or through his
agents or attorneys and the Representative shall not be responsible to the other
Material Target Shareholders for any misconduct or negligence on the part of any
agent or


                                       5



attorney appointed with reasonable care by him hereunder. All fees and expenses
incurred by the Representative in connection with this Agreement shall be paid
by the Material Target Shareholders in proportion to their respective Pro Rata
Percentages. For purposes of this Agreement, "Material Target Shareholders"
shall mean all Target Shareholders, excluding Jeffrey Barth.

         1.4      EFFECTS OF THE MERGER. At the Effective Time: (a) the separate
existence of Target will cease and Target will be merged with and into Sub, and
Sub will be the surviving corporation, pursuant to the terms of the Articles of
Merger, (b) each share of Target Common Stock outstanding immediately prior to
the Effective Time and the Target Convertible Debt that elects to convert into
Target Common Stock at or prior to the Effective Time will be converted into
Acquirer Common Stock, each as provided in Sections 1.1 and 1.2, (c) the Merger
will, from and after the Effective Time, have all of the effects provided by
applicable law (d) the Certificate of Incorporation and Bylaws of Target in
effect immediately prior to the Effective Time shall be the Certificate of
Incorporation and Bylaws, respectively, of the surviving corporation after the
Effective Time unless and until further amended as provided by law (e) the
directors and officers of the Surviving Corporation after the Effective Time
shall be as set forth on SCHEDULE 1.4 hereto. Such directors and officers shall
hold their position until the election and qualification of their respective
successors or until their tenure is otherwise terminated in accordance with the
Bylaws of the surviving corporation.

         1.5      S-3 REGISTRATION RIGHTS. Effective upon the Effective Time,
each Target Shareholder who receives shares of Acquirer Common Stock, including
shares issued to holders of Target Convertible Debt that elect to convert into
Target Common Stock at or prior to the Effective Time, in the Merger pursuant to
Section 1.1 hereof shall be granted Form S-3 registration rights under the
Securities Act of 1933, as amended (the "1933 ACT") on the terms and subject to
the conditions and limitations of the Registration Rights Agreement attached
hereto as EXHIBIT 1.5 (the "REGISTRATION RIGHTS AGREEMENT"). Within ninety (90)
days of the Closing, Acquirer will cause to be filed a Registration Statement on
Form S-3 covering the resale of all securities issued in the Merger, including
shares to holders of Target Convertible Debt that converted into Target Common
Stock at or prior to the Effective Time. Acquirer will use its best efforts to
cause the Registration Statement to become effective promptly after filing and
shall keep such Registration Statement effective until such time as each
recipient of Acquirer Common Stock is eligible to sell all of the Acquirer
Common Stock held by each such recipient in a three (3) month period pursuant to
the resale restrictions provided for in Rule 144 under the 1933 Act. In order to
enforce the foregoing covenants, Acquirer shall have the right to place
restrictive legends on the certificates of the Acquirer Common Stock issued in
the Merger, indicating that the shares are subject to the provisions of the
Registration Rights Agreement until the sale of such shares.

         1.6      QUALIFY AS A TAX-FREE REORGANIZATION. The parties intend to
adopt this Agreement as a plan of reorganization and to consummate the Merger in
accordance with the provisions of Section 368(a)(1)(A) of the Code. The parties
believe that the total value to be received in the Merger by the Target
Shareholders is equal, in each instance, to the total value of the Target Common
Stock to be surrendered in exchange therefor. The Total Acquirer Shares and the
Cash


                                       6



Purchase Price will be exchanged solely for Target Common Stock, Target Options
and Target Convertible Debt that elects to convert into Target Common Stock at
or prior to the Effective Time, respectively, and no other transaction other
than the Merger represents, provides for or is intended to be an adjustment to
the consideration paid for the Target Common Stock, Target Options and Target
Convertible Debt that elects to convert into Acquirer Common Stock at or prior
to the Effective Time. Except for the Cash Purchase Price and cash paid in lieu
of fractional shares or for Dissenting Shares, no consideration that could
constitute "other property" within the meaning of Section 356 of the Code is
being paid by Acquirer for the Target Common Stock in the Merger. The parties
shall not take a position on any tax returns inconsistent with this Section 1.6
unless required to do so by applicable tax laws pursuant to a determination as
defined in Section 1313(c) of the Code. In addition, Acquirer represents now,
and as of the Closing Date, that it presently intends to continue Target's
historic business or use a significant portion of Target's business assets in a
business. At the Closing, the Chief Financial Officers of Acquirer and Target
shall each execute and deliver tax certificates in the forms of EXHIBITS 1.6A-B,
together with an acknowledgment that such certificates will be relied upon by
Target and Acquirer in determining whether the Merger constitutes a
reorganization under Section 368(a) of the Code. The provisions and
representations contained or referred to in this Section 1.6 shall survive until
the expiration of the applicable statute of limitations.

2.       REPRESENTATIONS AND WARRANTIES OF TARGET AND PRINCIPALS

         Target and the Principals, severally and in accordance with their
respective pro rata shares (but not jointly and severally), hereby represent and
warrant as follows, except as set forth in the Target Disclosure Schedule
delivered to Acquirer by Target prior to the execution of this Agreement, as
SCHEDULE 2.0:

         2.1      ORGANIZATION AND GOOD STANDING. Target is a corporation duly
organized, validly existing and in good standing under the law of the State of
Illinois, and is qualified to do business in each jurisdiction where the failure
to do so would have a Material Adverse Effect (as defined below) and has the
corporate power and authority to own, operate and lease its properties and to
carry on its business as now conducted and as proposed to be conducted, and is
qualified as a foreign corporation in each jurisdiction in which a failure to be
so qualified could reasonably be expected to have a material adverse effect on
its business, results of operations or financial condition ("Material Adverse
Change").

         2.2      POWER, AUTHORIZATION AND VALIDITY.

                  2.2.1    Target has the right, power, legal capacity and
authority to enter into and, subject to Target Shareholder approval, perform its
obligations under this Agreement and all agreements to which Target is or will
be a party that are required to be executed pursuant to this Agreement (the
"TARGET ANCILLARY AGREEMENTS"). The execution, delivery and performance of this
Agreement and the Target Ancillary Agreements have been duly and validly
approved and authorized by Target's Board of Directors.

                  2.2.2    No filing, authorization or approval, governmental or
otherwise, is necessary to enable Target to enter into, and to perform its
obligations under, this Agreement and


                                       7



the Target Ancillary Agreements, except for (a) the filing of the Articles of
Merger with the Illinois Secretary of State, and the filing of appropriate
documents with the relevant authorities of other states in which Target is
qualified to do business, if any, (b) compliance with the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended ("HSR"), (c) such filings as may
be required to comply with federal and state securities laws, (d) consents
required under contracts disclosed in SCHEDULE 2.11 and (e) the approval of the
Target Shareholders of the transactions contemplated hereby, as provided under
applicable law and Target's Articles of Incorporation and Bylaws.

                  2.2.3    This Agreement and the Target Ancillary Agreements
are, or when executed by Target will be, valid and binding obligations of Target
enforceable in accordance with their respective terms, except as to the effect,
if any, of (a) applicable bankruptcy and other similar laws affecting the rights
of creditors generally, (b) rules of law governing specific performance,
injunctive relief and other equitable remedies and (c) the enforceability of
provisions requiring indemnification or contribution in connection with the
offering, issuance or sale of securities; provided, however, that the Articles
of Merger will not be effective until filed with the Illinois Secretary of
State.

         2.3      CAPITALIZATION. The authorized capital stock of Target
consists of Thirty Million (30,000,000) shares of Common Stock, of which
7,503,288 shares are currently outstanding. An aggregate of One Million One
Hundred and Twenty Five Thousand Shares (1,125,000) shares of Target Common
Stock are reserved and authorized for issuance pursuant to the Target Option
Plan, of which options to purchase a total of Eight Hundred and Ninety Nine
Thousand Eight Hundred and Eighty (899,880) shares of Common Stock are
outstanding thereunder. All issued and outstanding shares of Target Common Stock
have been duly authorized and validly issued, are fully paid and non assessable,
are not subject to any right of rescission, and have been offered, issued, sold
and delivered by Target in compliance with all registration or qualification
requirements (or applicable exemptions therefrom) of applicable federal and
state securities laws. A list of all holders of Target Common Stock and Target
Options and the number of shares and options held by each, along with the
exercise price for each, has been delivered by Target to Acquirer herewith as
SCHEDULE 2.3. Except as set forth in this Section 2.3 and in SCHEDULE 2.3, there
are no options, warrants, calls, commitments, conversion privileges or
preemptive or other rights or agreements outstanding to purchase any of Target's
authorized but unissued capital stock or any securities convertible into or
exchangeable for shares of Target Common Stock or obligating Target to grant,
extend, or enter into any such option, warrant, call, right, commitment,
conversion privilege or other right or agreement, and there is no liability for
dividends accrued but unpaid. Except as indicated in the Target Disclosure
Schedule, there are no voting agreements, rights of first refusal or other
restrictions (other than normal restrictions on transfer under applicable
federal and state securities laws) applicable to any of Target's outstanding
securities. Except as indicated in the Target Disclosure Schedule, Target is not
under any obligation to register under the Securities Act any of its presently
outstanding securities or any securities that may be subsequently issued. Except
for the Target Options listed on SCHEDULE 2.3, no securities of Target are
subject to acceleration or automatic vesting as a result of the Merger.


                                       8



         2.4      SUBSIDIARIES. Except for Subsidiaries set forth on SCHEDULE
2.4, Target does not have any subsidiaries or any ownership interest, direct or
indirect, in any corporation, partnership, joint venture or other business
entity.

         2.5      NO VIOLATION OF EXISTING AGREEMENTS. Neither the execution and
delivery by Target of this Agreement nor of any Target Ancillary Agreement, nor
the consummation by Target of the transactions contemplated hereby or thereby,
will conflict with, or (with or without notice or lapse of time, or both) result
in a termination, breach, impairment or violation of (a) any provision of the
Articles of Incorporation or Bylaws of Target, as currently in effect, (b) in
any material respect, any Material Agreement (as defined in Section 2.11) to
which Target is a party or by which Target is bound, or (c) any federal, state,
local or foreign judgment, writ, decree, order, statute, rule or regulation
known to Target to be applicable to Target or its assets or properties, except,
in each case, where such conflict, termination, breach, impairment or violation
would not have a Material Adverse Effect. Except as set forth on Schedule 2.5,
the consummation of the Merger will not require the consent of or notice to any
third party.

         2.6      LITIGATION. There is no action, proceeding, claim or
investigation pending against Target before any court or administrative agency
that if determined adversely to Target may reasonably be expected to have a
Material Adverse Effect or to prevent Target from fulfilling its obligations
under this Agreement; nor to Target's or any Principal's knowledge, has any such
action, proceeding, claim or investigation been threatened. There is, to
Target's and each Principals' knowledge, no reasonable basis for any shareholder
or former shareholder of Target, or any other person, firm, corporation, or
entity, to assert a claim against Target or Acquirer based upon: (a) ownership
or rights to ownership of any shares of Target Common Stock (except for
dissenter's rights with respect to shares of Acquirer Common Stock issuable by
virtue of the Merger), (b) any rights as an Target Shareholder, including any
option or preemptive rights or rights to notice or to vote, or (c) any rights
under any agreement among Target and the Target Shareholders.

         2.7      TAXES. Target has timely filed all federal, state, local and
foreign tax returns, estimates, information statements and reports required to
be filed by or on behalf of Target and its operations (collectively, "RETURNS"),
has timely paid all taxes shown due on all Returns which have been filed, has
established an adequate accrual or reserve for the payment of all taxes, due and
payable, including reasonable accruals for taxes payable in respect of the
periods subsequent to the periods covered by the most recent applicable Returns,
has made all necessary estimated tax payments, and has no material liability for
taxes in excess of the amounts so paid or accruals or reserves so established.
Target has filed with all applicable taxing authorities or applied for
extensions with respect to tax returns for the most recently completed fiscal
year. Target is not delinquent in the payment of any tax nor delinquent in the
filing of any returns or other required documents (including but not limited to
the filing of financial statements with any foreign taxing authorities), and
there are no deficiencies for any tax and there are currently no taxes claimed,
assessed or, to Target's or any Principal's knowledge, threatened, by any taxing
authority. Target has not executed any waiver of any statute of limitations on
or extending the period for the assessment or collection of any tax. Target has
not received any notification that any material issues have been raised (and are
currently pending) by the Internal Revenue Service or any other


                                       9



taxing authority (including but not limited to any foreign state or sales tax
authority) regarding Target. No tax return of Target has ever been audited by
the Internal Revenue Service or any foreign or state taxing agency or authority.
Target has provided to Acquirer copies of all foreign, federal and state income
Returns for Target's 1996 and 1997 fiscal years. There are no liens, pledges,
charges, claims, security interests or other encumbrances of any sort on the
assets of Target relating to or attributable to taxes, other than liens for
taxes not yet due and payable. There is no contract, agreement, plan or
arrangement, including but not limited to the provisions of this Agreement,
covering any employee or former employee of Target that, individually or
collectively, could give rise to the payment of any amount that would be
disallowed pursuant to Section 280G or 162(m) of the Code. Target is not a party
to a tax sharing or allocation agreement nor does Target owe any amount under
any such agreement. Target is not, and has not been at any time, a "United
States real property holding corporation" within the meaning of Section
897(c)(2) of the Code. Target has not filed any consent agreement under Section
341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any
disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the
Code) owned by Target. None of Target's assets are treated as "tax-exempt use
property" within the meaning of Section 168(h) of the Code. For the purposes of
this Agreement, the terms "TAX" and "TAXES" include all federal, state, local
and foreign income, gains, franchise, excise, property, sales, use, employment,
license, payroll, occupation, recording, value added or transfer taxes,
governmental charges, fees, levies or assessments (whether payable directly or
by withholding), and, with respect to such taxes, any estimated tax, interest
and penalties or additions to tax and interest on such penalties and additions
to tax. Without limiting any of the foregoing, Target's inter-company transfer
prices have been within five percent (5.0%) of those paid by any of Target's
distributors. Target has not been a distributing corporation within the prior
two (2) years in a transaction intending to qualify as a tax-free distribution
under Section 355 of the Code.

         2.8      TARGET FINANCIAL STATEMENTS. Target has delivered to Acquirer
as SCHEDULE 2.8 Target's (a) audited balance sheet as of December 31, 1998 (the
"1998 BALANCE SHEET") and income statement and statement of cash flows for the
twelve (12) month period then ended (collectively, the "1998 FINANCIAL
STATEMENTS"), and (b) unaudited balance sheet as of May 31, 1999 (the "MAY 31
BALANCE SHEET") and income statement and statement of cash flows for the five
(5) month period then ended (collectively, the "MAY FINANCIAL STATEMENTS") (the
1998 Financial Statements and May Financial Statements are collectively referred
to herein as the "Financial Statements"). The Financial Statements have been
prepared based upon with the books and records of Target and fairly present the
financial condition of Target at the dates therein indicated and the results of
operations for the periods therein specified in all material respects. The
Financial Statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis (except, with respect to the
May Financial Statements, for the absence of footnotes and as to the effect of
normal year end adjustments). To the knowledge of Target and each Principal,
Target has no material debt, liability or obligation of any nature, whether
accrued, absolute, contingent or otherwise, and whether due or to become due,
that is not reflected or reserved against in the Financial Statements which
would be required under generally accepted accounting principles to be reflected
or reserved, except for those that may have been incurred after the date of the
Financial Statements in the ordinary course of its business, consistent with
past practice and that are not material in amount either individually or


                                       10



collectively. Without limiting the foregoing, Target represents that the
refundable tax assets described in the Financial Statements are accurate in all
material respects.

         2.9      TITLE TO PROPERTIES. Except as set forth on Schedule 2.9,
Target has good and marketable title to or a leasehold or other rights to use
all of its assets as shown on the May 31 Balance Sheet, free and clear of all
liens, charges, restrictions or encumbrances (other than for taxes not yet due
and payable) in excess of twenty five thousand dollars ($25,000) in the
aggregate. All machinery and equipment included in such properties is in good
condition and repair, normal wear and tear excepted, and all leases of real or
personal property to which Target is a party are fully effective and afford
Target peaceful and undisturbed possession of the subject matter of the lease.
To Target's and each Principals' knowledge, Target is not in violation of any
zoning, building, safety or environmental ordinance, regulation or requirement
or other law or regulation applicable to the operation of owned or leased
properties (the violation of which would have a material adverse effect on its
business), and has not received any notice of such violation with which it has
not complied.

         2.10     ABSENCE OF CERTAIN CHANGES. Since May 31, 1999, there has not
been with respect to Target:

                  (a)      any change in the financial condition, properties,
assets, liabilities, business or operations thereof which change by itself or in
conjunction with all other such changes, whether or not arising in the ordinary
course of business, has had or will have a Material Adverse Effect;

                  (b)      any material contingent liability incurred thereby as
guarantor or otherwise with respect to the obligations of others;

                  (c)      any mortgage, encumbrance or lien placed on any of
the properties of Target other than in the ordinary course of business;

                  (d)      any material obligation or liability incurred thereby
other than obligations and liabilities incurred in the ordinary course of
business or in connection with this Agreement;

                  (e)      any purchase or sale or other disposition, or any
agreement or other arrangement for the purchase, sale or other disposition, of
any of the material properties or assets of Target other than in the ordinary
course of business;

                  (f)      any damage, destruction or loss, whether or not
covered by insurance, materially and adversely affecting the properties, assets
or business of Target;

                  (g)      any declaration, setting aside or payment of any
dividend on, or the making of any other distribution in respect of, the capital
stock thereof, any split, combination or recapitalization of the capital stock
thereof or any direct or indirect redemption, purchase or other acquisition of
the capital stock thereof;


                                       11



                  (h)      any labor dispute or claim of unfair labor practices,
any change in the compensation payable or to become payable to any of its
officers, employees or agents, or any bonus payment or arrangement made to or
with any of such officers, employees or agents outside of the ordinary course of
business;

                  (i)      any change with respect to the management,
supervisory or other key personnel thereof outside of the ordinary course of
business;

                  (j)      any payment or discharge of a material lien or
liability thereof which lien was not either shown on the 1998 Balance Sheet or
incurred in the ordinary course of business thereafter; or

                  (k)      any material obligation or liability incurred thereby
to any of its officers, directors or shareholders or any loans or advances made
thereby to any of its officers, directors or shareholders except normal
compensation and expense allowances payable to officers, consultants and
directors.

         2.11     MATERIAL AGREEMENTS, CONTRACTS AND COMMITMENTS. Except as set
forth on SCHEDULE 2.11 delivered to Acquirer herewith, Target is not a party or
subject to any oral or written contracts, obligations, commitments, plans,
leases, instruments, arrangements or licenses not entered into in the ordinary
course of business which is material to the business of Target (each a "MATERIAL
AGREEMENT"), including, but not limited to any:

                  (a)      Contract providing for potential payments by or to
Target in excess of one hundred thousand dollars ($100,000.00) or more;

                  (b)      Product distribution agreement, development
agreement, or license agreement as licensor or licensee (except for standard
non-exclusive software licenses granted to end-user customers in the ordinary
course of business, the form of which has been provided to Acquirer's counsel,
or standard licenses purchased by Target for off-the-shelf software);


                  (c)      Material agreement for the lease of real or personal
property;

                  (d)      Joint venture contract or arrangement or any other
agreement that involves a sharing of profits with other persons;

                  (e)      Instrument evidencing or related in any way to
indebtedness for borrowed money by way of direct loan, sale of debt securities,
purchase money obligation, conditional sale, guarantee, or otherwise in any
amount individually in excess of twenty-five thousand dollars ($25,000) or in
the aggregate in excess of twenty-five thousand dollars ($25,000), except for
trade indebtedness incurred in the ordinary course of business, and except as
disclosed in the Financial Statements;

                  (f)      Contract containing covenants purporting to limit
Target's freedom to compete in any line of business in any geographic area;


                                       12



                  (g)      Stock redemption or purchase agreement yet to be
performed;

                  (h)      Contract entered into with any OEM, VAR or other
direct or indirect distributor; or

                  (i)      Contract involving any non-recurring engineering fees
that have or may be paid to Target.

                  All Material Agreements listed in SCHEDULE 2.11 constitute
valid and enforceable obligations of the parties thereto and are in full force
and effect. Target is not, nor, to the knowledge of Target and the Principals,
is any other party thereto, in breach or default in any material respect under
the terms of any such Material Agreement, which breach or default may reasonably
be expected to have a Material Adverse Effect on Target. A copy of each
agreement or document listed on SCHEDULE 2.11 has been delivered to Acquirer's
counsel. Target is not a party to any contract or arrangement which, to Target's
or any Principal's knowledge, has had or could reasonably be expected to have a
material adverse effect on its business or prospects.

         2.12     INTELLECTUAL PROPERTY. Target owns, or has the rights to use,
sell or license all Intellectual Property Rights (as defined below) necessary or
required for the conduct of, or used in, its business as presently conducted and
as currently contemplated by Target to be conducted (such Intellectual Property
Rights being hereinafter collectively referred to as the "TARGET IP RIGHTS") and
such rights to use, sell or license are reasonably sufficient for the conduct of
its business and as currently contemplated by Target to be conducted. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby will not constitute a material breach of
any instrument or agreement governing any Target IP Right (the "TARGET IP RIGHTS
AGREEMENTS"), will not cause the forfeiture or termination or give rise to a
right of forfeiture or termination of any Target IP Right or materially impair
the right of Target to use, sell or license any Target IP Right or portion
thereof (except where such breach, forfeiture or termination would not have a
material adverse effect on Target, taken as a whole). There are no royalties,
honoraria, fees or other payments payable by Target to any person by reason of
the ownership, use, license, sale or disposition of the Target IP Rights (other
than as set forth in the Target IP Rights Agreements listed in SCHEDULE 2.12).
Neither the manufacture, marketing, license or sale of any product currently
licensed or sold by Target or currently under development by Target violates any
license or agreement between Target and any third party or infringes any
Intellectual Property Right of any other party; and there is no pending or, to
the knowledge of Target and the Principals, threatened claim or litigation
contesting the validity, ownership or right to use, sell, license or dispose of
any Target IP Right; nor, to the knowledge of Target and the Principals is there
any basis for any such claim; nor has Target received any notice asserting that
any Target IP Right or the proposed use, sale, license or disposition thereof
conflicts or will conflict with the rights of any other party, nor, to the
knowledge of Target and the Principals is there any reasonable basis for any
such assertion. Target has taken commercially reasonable and practicable steps
designed to safeguard and maintain the secrecy and confidentiality of, and its
proprietary rights in, all material Target IP Rights. SCHEDULE 2.12 contains a
list of all applications, registrations, filings and other formal actions made
or taken pursuant to federal, state and foreign laws by Target to perfect or
protect its interest in Target IP


                                       13



Rights, including, without limitation, all issued patents, patent applications,
registered copyrights, copyright applications, registered trademarks, trademark
applications, registered tradenames, issued service marks, service mark
applications and all Target IP Rights Agreements (except for object code
end-user licenses granted to end-users in the ordinary course of business that
permit use of software products without a right to modify, distribute or
sublicense the same). Target has disclosed all information material to the
applications, registrations and filings listed in SCHEDULE 2.12 to the
appropriate government agencies, and has properly complied with all procedural
requirements pertaining to the preparation and filing of such applications,
registrations and filings. As used herein, the term "INTELLECTUAL PROPERTY
RIGHTS" shall mean all industrial and intellectual property rights in any
jurisdiction in the world, including, without limitation, patents, patent
applications, patent rights, trademarks, trademark applications, trade names,
service marks, service mark applications, copyright, copyright applications,
moral rights, franchises, licenses, inventories, know-how, trade secrets,
customer lists, proprietary processes and formulae, all source and object code,
algorithms, architecture, structure, display screens, layouts, inventions,
development tools and all documentation and media constituting, describing or
relating to the above, including, without limitation, manuals, memoranda and
records.

         2.13     COMPLIANCE WITH LAWS. Target is or will be at the Closing Date
in full compliance, in all material respects with all applicable laws,
ordinances, regulations, and rules, and all orders, writs, injunctions, awards,
judgments, and decrees applicable to it or to the assets, properties, and
business thereof (the violation of which would have a Material Adverse Effect),
including, without limitation: (a) all applicable federal and state and foreign
securities laws and regulations, (b) all applicable federal, state, local and
foreign laws, ordinances, regulations, and all orders, writs, injunctions,
awards, judgments, and decrees pertaining to (i) the sale, licensing, leasing,
ownership, or management of its owned, leased or licensed real or personal
property, products and technical data, (ii) employment and employment practices,
terms and conditions of employment, and wages and hours and (iii) safety,
health, fire prevention, environmental protection, toxic waste disposal,
building standards, zoning and other similar matters (c) the Export
Administration Act and regulations promulgated thereunder and all other laws,
regulations, rules, orders, writs, injunctions, judgments and decrees applicable
to the export or re-export of controlled commodities or technical data and (d)
the Immigration Reform and Control Act. Target has received all permits and
approvals from, and has made all filings with, third parties, including
government agencies and authorities, that are necessary in connection with its
present business and which, if not received or filed, would have a Material
Adverse Effect.

         2.14     CERTAIN TRANSACTIONS AND AGREEMENTS. To Target's or any
Principal's knowledge, none of its officers or directors or the Principals, nor
any member of their immediate families, has any direct or indirect ownership
interest in any firm or corporation that competes with Target (except with
respect to any interest in less than five percent (5%) of the stock of any
corporation whose stock is publicly traded). None of the officers, directors or
Principals, nor any member of their immediate families, is directly or
indirectly interested in any contract or informal arrangement with Target,
except for normal compensation for services as an officer, consultant, director
or employee thereof and contracts with respect to Target Common Stock, Target
Options or Target Convertible Debt. None of said officers, directors or
Principals, nor any member of


                                       14



their immediate families, has any interest in any property, real or personal,
tangible or intangible, including inventions, patents, copyrights, trademarks or
trade names or trade secrets, used in or pertaining to the business of Target,
except for the normal rights of a shareholder.

         2.15.    EMPLOYEES, ERISA AND OTHER COMPLIANCE.

                  2.15.1   Except as set forth in SCHEDULE 2.15.1, Target has no
employment contracts or consulting agreements currently in effect that are not
terminable at will (other than agreements with the sole purpose of providing for
the confidentiality of proprietary information or assignment of inventions). All
current and former officers, employees and consultants of Target having access
to proprietary information or in any way involved with the creation of Target
Intellectual Property Rights have executed and delivered to Target an agreement
regarding the protection of such proprietary information or Target Intellectual
Property Rights and the assignment to Target of all Intellectual Property Rights
arising from the services performed for Target by such persons. Copies of the
form of all such agreements have been delivered to Acquirer's counsel.

                  2.15.2   Target (i) has not ever been nor, to Target's or any
Principal's knowledge, is subject to a union organizing effort, (ii) is not
subject to any collective bargaining agreement with respect to any of its
employees, (iii) is not subject to any other contract, written or oral, with any
trade or labor union, employees' association or similar organization, or (iv)
has no current labor disputes. Target nor any Principal has any knowledge of any
facts indicating that the consummation of the transactions contemplated hereby
will have a material adverse effect on such labor relations and has no knowledge
that any of the employees that Acquirer has indicated to Target that it desires
to retain intend to leave its employ.

                  2.15.3   SCHEDULE 2.15.3 identifies each "employee benefit
plan," as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), currently or previously maintained, contributed
to or entered into by Target under which Target or any ERISA Affiliate (as
defined below) thereof has any present or future obligation or liability
(collectively, the "TARGET EMPLOYEE PLANS"). For purposes of this Section
2.15.3, "ERISA AFFILIATE" shall mean any entity which is a member of (A) a
"controlled group of corporations," as defined in Section 414(b) of the Code,
(B) a group of entities under "common control," as defined in Section 414(c) of
the Code, or (C) an "affiliated service group," as defined in Section 414(m) of
the Code, any of which includes Target. Except as set forth in SCHEDULE 2.15.3,
copies of all Target Employee Plans (and, if applicable, related trust
agreements) and all amendments thereto and summary plan descriptions thereof
(including summaries of material modifications) have been delivered to Acquirer
or its counsel, together with the three most recent annual reports (Form 5500,
including, if applicable, Schedule B thereto), if such reports are required by
ERISA, prepared in connection with any such Target Employee Plan. All Target
Employee Plans which individually or collectively would constitute an "employee
pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the
"TARGET PENSION PLANS"), are identified as such in SCHEDULE 2.15.3. All
contributions due from Target prior to the Closing Date with respect to any of
the Target Employee Plans have been or will be made prior to such Closing Date
or have otherwise been accrued on Target's financial statements as required by
generally accepted


                                       15



accounting principles and all such contributions have or will be made in
accordance with ERISA. Each Target Employee Plan has been maintained
substantially in compliance with its terms and with the requirements prescribed
by any and all statutes, orders, rules and regulations, including, without
limitation, ERISA and the Code, which are applicable to such Target Employee
Plans.

                  2.15.4   No "prohibited transaction," as defined in Section
406 of ERISA or Section 4975 of the Code, has occurred with respect to any
Target Employee Plan which is covered by Title I of ERISA which would result
in a material liability to Target taken as a whole, excluding transactions
effected pursuant to (or covered by) a statutory, regulatory or
administrative exemption. Neither Target nor any of its officers or directors
have engaged in any transaction or acted or failed to act in any manner that
violates the fiduciary requirements of ERISA with respect to any Target
Employee Plan and that would subject Target or any of its officers or
directors to a material liability. No event or omission has occurred in
connection with any Target Employee Plan that would make Target or any of its
officers or directors liable for any material tax (as defined in Section 2.7)
or material penalty pursuant to Sections 4972, 4975, 4976 or 4979 of the Code
or Section 502 of ERISA.

                  2.15.5   Except as set forth in SCHEDULE 2.15.5, any Target
Pension Plan which is intended to be qualified under Section 401(a) of the Code
has received a favorable determination from the Internal Revenue Service that
the Plan document for such Target Pension Plan satisfies the requirements for
qualification, and Target is not aware of any reason why such determination may
not be relied upon by such plan (other than changes in the law resulting from
the Small Business Job Protection Act of 1996 and the Taxpayers Relief Act of
1997).

                  2.15.6   SCHEDULE 2.15.6 lists each employment, severance or
other similar contract, arrangement or policy and each plan or arrangement
(written or oral) providing for insurance coverage (including any self-insured
arrangements), workers' benefits, vacation benefits, severance benefits,
disability benefits, death benefits, hospitalization benefits, retirement
benefits, deferred compensation, profit-sharing, bonuses, stock options, stock
purchase, phantom stock, stock appreciation or other forms of incentive
compensation or post-retirement insurance, compensation or benefits for
employees, consultants or directors which (A) is not a Target Employee Plan, (B)
is entered into, maintained or contributed to, as the case may be, by Target and
(C) covers any employee or former employee of Target. Such contracts, plans and
arrangements as are described in this Section 2.15.6 are herein referred to
collectively as the "TARGET BENEFIT ARRANGEMENTS." Each Target Benefit
Arrangement has been maintained in substantial compliance with its terms and
with the requirements prescribed by any and all statutes, orders, rules and
regulations which are applicable to such Target Benefit Arrangement. Target has
delivered to Acquirer or its counsel a complete and correct copy or description
of each Target Benefit Arrangement.

                  2.15.7   Except as set forth in SCHEDULE 2.15.7, there has
been no amendment to, or written interpretation or announcement (whether or not
written) by Target relating to, or material change in employee participation or
coverage under, any Target Employee Plan or Target Benefit Arrangement that
would increase materially the expense of maintaining such


                                       16



Target Employee Plan or Target Benefit Arrangement above the level of the
expense incurred in respect thereof for the fiscal year ended December 31, 1998.

                  2.15.8   Target (or its designee) has complied in all material
respects with all required notices and coverage pursuant to Section 4980B of the
Code and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
("COBRA"), with respect to any "qualifying event" (as defined in Section
4980B(f)(3) of the Code) under any Target Employee Plan occurring prior to and
including the Closing Date, except where the failure to do so would not result
in a material liability to Target and no material Tax payable on account of
Section 4980B of the Code has been incurred with respect to any current or
former employees (or their beneficiaries) of Target.

                  2.15.9   No benefit payable or which may become payable by
Target due to the consummation of the transactions contemplated by this
Agreement or pursuant to any Target Employee Plan or any Target Benefit
Arrangement shall constitute an "excess parachute payment" (as defined in
Section 280G(b)(1) of the Code) which is subject to the imposition of a material
excise Tax under Section 4999 of the Code or which would not be deductible by
reason of Section 280G of the Code.

                  2.15.10  Target is in compliance in all material respects with
all applicable laws, agreements and contracts relating to employment, employment
practices, wages, hours, and terms and conditions of employment, including, but
not limited to, employee compensation matters, but not including ERISA.

                  2.15.11  To Target's and each Principal's knowledge, no
employee of Target is in violation of any term of any employment contract,
patent disclosure agreement, noncompetition agreement, or any other contract or
agreement, or any restrictive covenant relating to the right of any such
employee to be employed thereby, or to use trade secrets or proprietary
information of others, and the employment of such employees by Target does not
subject Target to any liability.

                  2.15.12  A list of all employees, officers and consultants of
Target and their current compensation has been delivered to Acquirer and
attached hereto as SCHEDULE 2.15.12.

                  2.15.13  Except for the agreements described in Section 1.1.2
hereof, Target is not a party to any (a) agreement with any executive officer or
other key employee thereof (i) the benefits of which are contingent, or the
terms of which are materially altered, upon the occurrence of a transaction
involving Target in the nature of any of the transactions contemplated by this
Agreement and the Articles of Merger, (ii) providing any term of employment or
compensation guarantee, or (iii) providing severance benefits or other benefits
after the termination of employment of such employee regardless of the reason
for such termination of employment, or (b) agreement or plan, including, without
limitation, any stock option plan, stock appreciation rights plan or stock
purchase plan, any of the benefits of which will be materially increased, or the
vesting of benefits of which will be materially accelerated, by the occurrence
of any of the transactions contemplated by this Agreement and the Articles of
Merger or the value of any of the benefits of which will be calculated on the
basis of any of the transactions contemplated by this Agreement and the Articles
of Merger.


                                       17



         2.16     CORPORATE DOCUMENTS. Target has made available to Acquirer for
examination all documents and information listed in the Target Disclosure
Schedule or other Exhibits called for by this Agreement or which have been
requested by Acquirer's legal counsel, including, without limitation, the
following: (a) copies of Target's Articles of Incorporation and Bylaws as
currently in effect; (b) its Minute Book containing all records of all
proceedings, consents, actions, and meetings of the shareholders, the board of
directors and any committees thereof; (c) its stock ledger and journal
reflecting all stock issuances and transfers; and (d) all permits, orders, and
consents issued by any regulatory agency with respect to Target, or any
securities of Target, and all applications for such permits, orders, and
consents.

         2.17     NO BROKERS. Neither Target nor the Principals are obligated
for the payment of fees or expenses of any investment banker, broker or finder
in connection with the origin, negotiation or execution of this Agreement or the
Target Ancillary Agreements or in connection with any transaction contemplated
hereby or thereby.

         2.18     DISCLOSURE. Neither this Agreement, its exhibits and
schedules, nor any of the certificates or documents to be delivered by Target to
Acquirer under this Agreement, when taken together, contains any untrue
statement of a material fact or, to Target or any Principal's knowledge, omits
to state any material fact necessary in order to make the statements contained
herein and therein, in light of the circumstances under which such statements
were made, not materially misleading. To the knowledge of Target and the
Principals, there are no undisclosed liabilities that would have a Material
Adverse Effect or that would prevent Target from fulfilling its obligations
under this Agreement. Target and Principals acknowledge that they have read the
SEC Reports and have had the opportunity to interview Acquirer management
regarding such SEC Reports.

         2.19     INSURANCE. Target maintains fire and casualty, general
liability, business interruption, product liability, and sprinkler and water
damage insurance which it believes to be reasonably prudent for similarly sized
and similarly situated businesses.

         2.20     ENVIRONMENTAL MATTERS.

                  2.20.1   During the period that Target has leased or owned its
properties or owned or operated any facilities, there have been no disposals,
releases or threatened releases of Hazardous Materials (as defined below) by
Target, or to Target's or each Principals' knowledge, by others, on, from or
under such properties or facilities, the liability for which would have a
material adverse effect on Target's business, financial condition, results of
operations or prospects. Neither Target nor any Principal has any knowledge of
any presence, disposals, releases or threatened releases of Hazardous Materials
on, from or under any of such properties or facilities, which may have occurred
prior to Target having taken possession of any of such properties or facilities.
For the purposes of this Agreement, the terms "DISPOSAL," "RELEASE," and
"THREATENED RELEASE" shall have the definitions assigned thereto by the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. Section 9601 et seq., as amended ("CERCLA"). For the purposes of this
Agreement "HAZARDOUS MATERIALS" shall mean any hazardous or toxic substance,
material or waste which is or becomes prior to the Closing


                                       18



regulated under, or defined as a "hazardous substance," "pollutant,"
"contaminant," "toxic chemical," "hazardous materials," "toxic substance" or
"hazardous chemical" under (1) CERCLA; (2) any similar federal, state or local
law; or (3) regulations promulgated under any of the above laws or statutes.

                  2.20.2   To the knowledge of Target and the Principals, none
of the properties or facilities of Target is in material violation of any
federal, state or local law, ordinance, regulation or order relating to
industrial hygiene or to the environmental conditions on, under or about such
properties or facilities, including, but not limited to, soil and ground water
condition. During the time that Target has owned or leased its properties and
facilities, neither Target nor, to Target's and the Principals' knowledge, any
third party, has used, generated, manufactured or stored on, under or about such
properties or facilities or transported to or from such properties or facilities
any Hazardous Materials except in substantial accordance with applicable
environmental laws.

                  2.20.3   During the time that Target has owned or leased its
respective properties and facilities, there has been no litigation brought or
threatened against Target by, or any settlement reached by Target with, any
party or parties alleging the presence, disposal, release or threatened release
of any Hazardous Materials on, from or under any of such properties or
facilities.

         2.21     INTERESTED PARTY TRANSACTIONS. No officer or director of
Target or any "affiliate" or "associate" (as those terms are defined in Rule 405
promulgated under the Securities Act) of any such person has had, either
directly or indirectly, a material interest in: (i) any person or entity which
purchases from or sells, licenses or furnishes to Target any goods, property,
technology or intellectual or other property rights or services; or (ii) any
contract or agreement to which Target is a party or by which it may be bound or
affected.

         2.22     APPLICABILITY OF SECTION 368(a). To the knowledge of Target,
the Principals and Target's Affiliates, there are no facts or transactions that
would prevent the treatment of the Merger as a reorganization qualifying under
the provisions of Section 368(a) of the Code.

         2.23     TREATMENT OF CERTAIN TARGET SECURITYHOLDERS.

                  2.23.1   Robert Zieserl has entered into an agreement with
Target pursuant to which Mr. Zieserl will receive 652,526 shares of Target
Common Stock in exchange for terminating all put, conversion, exchange or other
rights contained in that certain Subscription and Securities Restriction
Agreement dated January 1, 1998 between Mr. Zieserl and the Company.

                  2.23.2   Hewlett-Packard has elected in writing to receive
payment of all outstanding principal and accrued interest in full in cash
related to that certain Convertible Secured Subordinated U.S. $3,000,000
Promissory Note dated March 11, 1998 and that certain Convertible Secured
Subordinated U.S. $2,000,000 Promissory Note dated November 16, 1998 at the
Closing.


                                       19



         2.24     MANAGEMENT LETTER. Target has received from its independent
auditors, a management letter for the audit of the most recently completed
fiscal year.

3.       REPRESENTATIONS AND WARRANTIES OF ACQUIRER AND SUB

         Acquirer and Sub hereby jointly and severally represent and warrant as
follows, that, except as set forth on the Acquirer Disclosure Schedule delivered
to Target by Acquirer prior to the execution of this Agreement, as SCHEDULE 3.0:

         3.1      ORGANIZATION AND GOOD STANDING.

                  3.1.1    Acquirer is a corporation duly organized, validly
existing and in good standing under the laws of the State of California, and has
the corporate power and authority to own, operate and lease its properties and
to carry on its business as now conducted and as proposed to be conducted, and
is qualified to do business in each jurisdiction where the failure to do so
would have a Material Adverse Effect.

                  3.1.2    Sub is a corporation duly organized, validly existing
and in good standing under the laws of the State of Illinois, and has the
corporate power and authority to own, operate and lease its properties and to
carry on its business as now conducted and as proposed to be conducted, and is
qualified as a foreign corporation in each jurisdiction in which a failure to be
so qualified could reasonably be expected to have a material adverse effect on
its present operations or financial condition.

         3.2      POWER, AUTHORIZATION AND VALIDITY.

                  3.2.1    Acquirer and Sub have the right, power, legal
capacity and authority to enter into and perform their obligations under this
Agreement, and all agreements to which Acquirer or Sub is or will be a party
that are required to be executed pursuant to this Agreement (the "ACQUIRER
ANCILLARY AGREEMENTS"). The execution, delivery and performance of this
Agreement and the Acquirer Ancillary Agreements have been duly and validly
approved and authorized by Acquirer's Board of Directors and Sub's Board of
Directors and sole shareholder. Acquirer is not required to obtain the approval
of its stockholders in connection with this Agreements or the transactions
contemplated hereby

                  3.2.2    No filing, authorization or approval, governmental or
otherwise, is necessary to enable Acquirer or Sub to enter into, and to perform
its obligations under, this Agreement and the Acquirer Ancillary Agreements,
except for (a) the filing of the Articles of Merger with the Illinois Secretary
of State, the filing of appropriate documents with the relevant authorities of
other states in which Acquirer and Sub are qualified to do business, if any; (b)
compliance with HSR and (c) such filings as may be required to comply with
federal and state securities laws.

                  3.2.3    This Agreement and the Acquirer Ancillary Agreements
are, or when executed by Acquirer and/or Sub (as applicable) will be, valid and
binding obligations of Acquirer and Sub enforceable in accordance with their
respective terms, except as to the effect, if


                                       20



any, of (a) applicable bankruptcy and other similar laws affecting the rights of
creditors generally, (b) rules of law governing specific performance, injunctive
relief and other equitable remedies and (c) the enforceability of provisions
requiring indemnification or contribution in connection with the offering,
issuance or sale of securities; provided, however, that the Articles of Merger
will not be effective until filed with the Illinois Secretary of State.

                  3.2.4    The Acquirer Common Stock to be issued to Target
Shareholders in the Merger has been duly authorized and, when issued by Acquirer
will be validly issued, fully paid and non-assessable, will be issued in
compliance with applicable federal and state securities laws and will be free
and clear of all liens, encumbrances and adverse claims.

         3.3      NO VIOLATION OF EXISTING AGREEMENTS. Neither the execution and
delivery of this Agreement nor any Acquirer Ancillary Agreement, nor the
consummation of the transactions contemplated hereby or thereby, will conflict
with, or (with or without notice or lapse of time, or both) result in a
termination, breach, impairment or violation of (a) any provision of the
Certificate of Incorporation or Articles of Incorporation of Acquirer or Sub,
respectively, or the Bylaws of Acquirer or Sub, all as currently in effect, (b)
in any material respect, any material instrument or contract to which Acquirer
or Sub is a party or by which Acquirer or Sub is bound, or (c) any federal,
state, local or foreign judgment, writ, decree, order, statute, rule or
regulation applicable to Acquirer or Sub or their assets or properties. Acquirer
is not currently in material violation of any agreement material to its
business.

         3.4      ACQUIRER SEC REPORTS. Acquirer has filed and made available to
the Target and the Target Shareholders all forms, reports and documents required
to be filed by Acquirer with the Commission under the Exchange Act and the
Securities Act since February 28, 1998 (collectively, the "ACQUIRER SEC
REPORTS"). The Acquirer SEC Reports (i) at the time filed, complied in all
material respects with the applicable requirements of the Exchange Act, and (ii)
did not at the time they were filed (or if amended or superseded by a filing
prior to the date of this Agreement, then on the date of such filing) contain
any untrue statement of a material fact or omit to state a material fact
required to be stated in such Acquirer SEC Reports or necessary in order to make
the statements in such Acquirer SEC Reports, in the light of the circumstances
under which they were made, not misleading. As of their respective dates, the
financial statements of Acquirer included in the Acquirer SEC Reports (the
"ACQUIRER FINANCIAL STATEMENTS") complied when filed as to form in all material
respects with applicable accounting requirements and with the published rules
and regulations of the Securities and Exchange Commission with respect thereto,
and were, when filed, in accordance with the books and records of Acquirer,
complete and accurate in all material respects, and presented fairly the
consolidated financial position and the consolidated results of operations,
changes in Target Shareholders' equity and cash flows of Acquirer and its
Subsidiaries as of the dates and for the periods indicated, in accordance with
GAAP, consistently applied, subject in the case of interim financial statements
to normal year-end adjustments and the absence of certain footnote information.

         3.5      ABSENCE OF CERTAIN CHANGES. Since the most recent SEC Report,
there has not been any change in the financial condition, properties, assets,
liabilities, business or operations of


                                       21



Acquirer which change by itself or in conjunction with all other such changes,
whether or not arising in the ordinary course of business, has had or will have
a material adverse effect thereon except as disclosed in the SEC Reports.

         3.6      COMPLIANCE WITH LAWS. Acquirer and Sub have complied, or prior
to the Closing Date will have complied, and are or will be at the Closing Date
in full compliance, in all material respects with all applicable laws,
ordinances, regulations, and rules, and all orders, writs, injunctions, awards,
judgments, and decrees applicable to them, the violation of which would have a
material adverse effect upon their business. Acquirer and Sub have received all
permits and approvals from, and have made all filings with, third parties,
including government agencies and authorities, that are necessary in connection
with their present business. To Acquirer's and Sub's knowledge, there are no
legal or administrative proceedings or investigations pending or threatened,
that, if enacted or determined adversely to them, would result in any material
adverse change on their respective business, financial condition, results of
operations or prospects.

         3.7      DISCLOSURE. Neither this Agreement, its exhibits and
schedules, nor any of the certificates or documents to be delivered by Acquirer
to Target under this Agreement, when taken together, contains any untrue
statement of a material fact or, to Acquirer's knowledge, omits to state any
material fact necessary in order to make the statements contained herein and
therein, in light of the circumstances under which such statements were made,
not materially misleading. To the knowledge of Acquirer, there are no
undisclosed liabilities that would have a Material Adverse Effect or that would
prevent Acquirer from fulfilling its obligations under this Agreement.

         3.8      NO BROKERS. Acquirer and Sub are not obligated for the payment
of fees or expenses of any investment banker, broker or finder in connection
with the origin, negotiation or execution of this Agreement or the Acquirer
Ancillary Agreements or in connection with any transaction contemplated hereby
or thereby.

         3.9      APPLICABILITY OF SECTION 368(a). To the knowledge of Acquirer,
Sub and their respective Affiliates, there are no situations that would prevent
the treatment of the Merger as a reorganization qualifying under the provisions
of Section 368(a) of the Code. Acquirer has no plan or intention directly or
indirectly (through one or more related parties) to reacquire any of its voting
common stock issued in the Merger. For these purposes "related parties" include
corporations which are members of the same affiliated group as defined in
Section 1504 of the Code (determined without regard to Section 1504(b) of the
Code), or two corporations if the first corporation purchases the stock of the
second corporation in a transaction which would be treated as a distribution in
redemption of the stock of the first corporation under Section 304(a)(2) of the
Code (determined without regard to Treas. Reg. Sec. 1.1502-80(b)). In addition,
a corporation will be treated as related to another corporation if such
relationship exists immediately before or immediately after the acquisition of
the stock involved. Moreover, a corporation, other than Target or a person
related to Target, will be treated as related to Acquirer if the relationship is
created in connection with the Merger. Acquirer may from time to time repurchase
some of its issued and outstanding common stock in open market repurchase
transactions unrelated to the Merger without breaching the terms of this Section
3.9.


                                       22



4.       TARGET AND PRINCIPAL STOCKHOLDER COVENANTS

         During the period from the date of this Agreement until the Effective
Time, Target and the Principals, covenant and agree as follows:

         4.1      ADVICE OF CHANGES. Target will promptly advise Acquirer in
writing (a) of any event occurring subsequent to the date of this Agreement that
would render any representation or warranty of Target contained in this
Agreement, if made on or as of the date of such event or the Closing Date,
untrue or inaccurate in any material and adverse respect and (b) of any material
adverse change in Target's business, results of operations, financial condition
or prospects.

         4.2      SHAREHOLDERS APPROVAL. Target will obtain the approval of the
Target Shareholders at the earliest practicable date approving this Agreement,
the Target Ancillary Agreements, the Merger and related matters, which approval
will be unanimously recommended by Target's Board of Directors and management.
To the extent the Principals hold any Target Common Stock at the effective date
of the written consent, the Principals agree to approve this Agreement, Merger
and all related matters.

         4.3      REGULATORY APPROVALS. Target will execute and file, or join in
the execution and filing, of any application or other document that may be
necessary in order to obtain the authorization, approval or consent of any
governmental body, federal, state, local or foreign which may be reasonably
required, in connection with the consummation of the transactions contemplated
by this Agreement. Target will use its best efforts to obtain all such
authorizations, approvals and consents.

         4.4      NECESSARY CONSENTS. Target and each Principal will use its
best efforts to obtain such approvals and take such other actions as may be
necessary or appropriate to allow the consummation of the transactions
contemplated hereby and to allow Acquirer to carry on Target's business after
the Closing. Until the forty-fifth (45th) day after the Closing, each Principal
also will use its best efforts to obtain such approvals and consent to the
assignment of those agreements that require assignment in the sole judgment of
Acquirer.

         4.5      LITIGATION. Target will notify Acquirer in writing promptly
after learning of any actions, suits, proceedings or investigations by or before
any court, board or governmental agency, initiated by or against it, or known by
it to be threatened against it.

         4.6      ACCESS TO INFORMATION. Until the Closing, Target will allow
Acquirer and its agents reasonable access to the files, books, records and
offices of Target, including, without limitation, any and all information
relating to Target's taxes, commitments, contracts, leases, licenses, and real,
personal and intangible property and financial condition. Target will cause its
accountants to cooperate with Acquirer and its agents in making available all
financial information reasonably requested, including without limitation the
right to examine all working papers pertaining to all financial statements
prepared or audited by such accountants. All such information shall be subject
to the terms of the non-disclosure provisions set forth in that certain
Confidentiality Agreement dated as of June 15, 1999 entered into by the parties
hereto (the "CONFIDENTIALITY AGREEMENT").


                                       23



         4.7      SATISFACTION OF CONDITIONS PRECEDENT. Target will use its best
efforts to satisfy or cause to be satisfied all the conditions precedent which
are set forth in Section 8, and Target will use its best efforts to cause the
transactions contemplated by this Agreement to be consummated, and, without
limiting the generality of the foregoing, to obtain all consents and
authorizations of third parties and to make all filings with, and give all
notices to, third parties that may be necessary or reasonably required on its
part in order to effect the transactions contemplated hereby.

         4.8      TARGET DISSENTING SHARES. As promptly as practicable after the
date of the Target Shareholders' and prior to the Closing Date, Target shall
furnish Acquirer with the name and address of each Target Shareholder who
requests appraisal rights pursuant to Section 5/11 of the Illinois Corporation
Act of 1983, as amended (the "TARGET DISSENTING SHAREHOLDER") and the number of
Target Common Stock (the "DISSENTING SHARES") owned by such Target Dissenting
Shareholder.

         4.9      PURCHASE ACCOUNTING. Target shall use its best efforts to
cause its Affiliates not to take any action that would adversely affect the
ability of Acquirer to account for the business combination to be effected by
the Merger as a purchase.

         4.10     BLUE SKY LAWS. Target shall use its best efforts to assist
Acquirer to the extent necessary to comply with the securities and Blue Sky laws
of all jurisdictions which are applicable in connection with the Merger.

         4.11     NO SOLICITATION. Until the earlier of the Effective Time or
the date of termination of this Agreement pursuant to the provisions of Section
9 hereof, Target and the Principals will not (nor will Target permit any of
Target's officers, directors, agents, representatives or affiliates to) directly
or indirectly, take any of the following actions with any party other than
Acquirer and its designees: (a) solicit, conduct discussions with or engage in
negotiations with any person, relating to the possible acquisition of Target
(whether by way of merger, purchase of capital stock, purchase of assets or
otherwise) or any portion of its capital stock or assets, (b) provide
information with respect to it to any person, other than Acquirer, relating to
the possible acquisition of Target (whether by way of merger, purchase of
capital stock, purchase of assets or otherwise) or any portion of its capital
stock or assets, (c) enter into an agreement with any person, other than
Acquirer, providing for the acquisition of Target (whether by way of merger,
purchase of capital stock, purchase of assets or otherwise) or any portion of
its capital stock or assets or (d) make or authorize any statement,
recommendation or solicitation in support of any possible acquisition of Target
(whether by way of merger, purchase of capital stock, purchase of assets or
otherwise) or any portion of its capital stock or assets by any person, other
than by Acquirer. In addition to the foregoing, if Target or any Principal
receives prior to the Effective Time or the termination of this Agreement any
offer, proposal or request relating to any of the above, Target shall
immediately notify Acquirer thereof, including information as to the identity of
the offeror or the party making any such offer or proposal and the specific
terms of such offer or proposal and such other information related thereto as
Acquirer may reasonably request.


                                       24



         4.12     TERMINATION OF BENEFIT PLANS. The Target Board of Directors
shall approve the termination of any Target Pension Plan which is covered by
Sections 401(k) or 408 of the Code, effective as of the Effective Time, or take
such other actions concerning such Target Pension Plan, as reasonably requested
by Acquirer.

         4.13     REDUCTION OF WORKFORCE. Prior to the Effective Time, Target
shall reduce its number of employees pursuant to a plan approved by Acquirer.

         4.14     TREATMENT OF CERTAIN TARGET OPTION HOLDER. During the period
from the date of this Agreement until the Effective Time, Target shall comply in
all respects with the provisions of that certain Software Development Systems,
Inc. Incentive Stock Option Agreement dated January 1, 1998 between Target and
Jeffrey Barth (the "Barth Agreement"), including but not limited to Section 5
thereof.

         4.15     FURTHER ASSURANCES. Target and each Principal agree that if,
at any time before or after the Effective Time, Acquirer considers or is advised
that any further deeds, assignments or assurances are reasonably necessary or
desirable to vest, perfect or confirm in Acquirer title to any property or
rights of Target, Acquirer and its proper officers and directors may execute and
deliver all such proper deeds, assignments and assurances and do all other
things necessary or desirable to vest, perfect or confirm title to such property
or rights in Acquirer and otherwise to carry out the purpose of this Agreement,
in the name of Target or otherwise.

5.       ACQUIRER AND SUB COVENANTS

         5.1      ADVICE OF CHANGES. During the period from the date of this
Agreement until the Effective Time, Acquirer and Sub will promptly advise Target
in writing (a) of any event occurring subsequent to the date of this Agreement
that would render any representation or warranty of Acquirer or Sub contained in
this Agreement, if made on or as of the date of such event or the Closing Date,
untrue or inaccurate in any material and adverse respect and (b) of any material
adverse change in Acquirer's or Sub's business, results of operations, financial
condition or prospects.

         5.2      REGULATORY APPROVALS. During the period from the date of this
Agreement until the Effective Time, Acquirer and Sub will execute and file, or
join in the execution and filing, of any application or other document that may
be necessary in order to obtain the authorization, approval or consent of any
governmental body, federal, state, local or foreign, which may be reasonably
required, in connection with the consummation of the transactions contemplated
by this Agreement. Each of Acquirer and Sub will use its best efforts to obtain
all such authorizations, approvals and consents.

         5.3      SATISFACTION OF CONDITIONS PRECEDENT. During the period from
the date of this Agreement until the Effective Time, each of Acquirer and Sub
will use its best efforts to satisfy or cause to be satisfied all the conditions
precedent which are set forth in Section 7, and each of Acquirer and Sub will
use its best efforts to cause the transactions contemplated by this Agreement to
be consummated and, without limiting the generality of the foregoing, to obtain
all consents and authorizations of third parties and to make all filings with,
and give all notices to,


                                       25



third parties that may be necessary or reasonably required on its part in order
to effect the transactions contemplated hereby.

         5.4      BLUE SKY LAWS. During the period from the date of this
Agreement until the Effective Time, Acquirer shall take such steps as may be
necessary to comply with the securities and Blue Sky laws of all jurisdictions
which are applicable in connection with the Merger.

         5.5      PURCHASE ACCOUNTING. During the period from the date of this
Agreement until the Effective Time, Acquirer shall use its best efforts to cause
the business combination to be effected by the Merger to be accounted for as a
purchase. Acquirer shall use its best efforts to cause its Affiliates not to
take any action that would adversely affect the ability of Acquirer to account
for the business combination to be effected by the Merger as a purchase.

         5.6      EMPLOYEE MATTERS.

                  5.6.1    EMPLOYEE STOCK PURCHASE PLAN. During the period from
the date of this Agreement until the Effective Time, subject to compliance with
purchase of interests accounting treatment and the requirements of any
applicable laws, employees of Target who become employees of Acquirer at or
after the Effective Time shall be permitted to participate in Acquirer's
Employee Stock Purchase Plan (the "ESPP") commencing with the first Offering
Period (as defined in the ESPP) following the Effective Time and such employees
will receive full credit for the period of their employment with Target by
Acquirer for such purposes, subject to compliance with the eligibility and other
provisions of such plan; provided, however, nothing contained herein shall
require Acquirer to continue the employment of any such employee.

                  5.6.2    OTHER BENEFIT PLANS. During the period from the date
of this Agreement until the Effective Time, the requirements of any applicable
laws, employees of Target who become employees of Acquirer at or after the
Effective Time will be permitted to participate in those employee benefit plans
sponsored by Acquirer in which similarly situated Acquirer employees participate
subject to the eligibility and other provisions of such Acquirer employee
benefit plans. Such employees will receive full credit for the period of their
employment with Target by Acquirer for such purposes; provided, however, nothing
contained herein shall require Acquirer to continue the employment of any such
employee.

         5.7      UPDATE SEC REPORTS. During the period from the date of this
Agreement until the Effective Time, Acquirer shall update the SEC Reports and
any other disclosures related thereto for any material information which has
come into existence since the SEC Reports were previously provided to Target's
counsel for delivery to the Target Shareholders through the Shareholder mailing,
until and through Closing.

         5.8      OUTSTANDING DEBT AND OTHER LIABILITIES. Effective as of the
Closing, Acquirer will assume all outstanding debt and other liabilities of
Target, including, without limitation, amounts owed to vendors and service
providers and the principal and interest of the Target Convertible Debt that is
not converted into Acquirer Common Stock pursuant to the terms of Section
1.1.1(iv) hereof. Acquirer shall pay such debt and liabilities in accordance
with the terms thereof.


                                       26



         5.9      NO SOLICITATION. Until the earlier of the Effective Time or
the date of termination of this Agreement pursuant to the provisions of Section
9 hereof, Acquirer will not (nor will Acquirer permit any of Acquirer's
officers, directors, agents, representatives or affiliates to) directly or
indirectly, take any of the following actions with Embedded Support Tools, Inc.
("EST"): (a) solicit, conduct discussions with or engage in negotiations with
any person, relating to the possible acquisition of EST (whether by way of
merger, purchase of capital stock, purchase of assets or otherwise) or any
portion of EST's capital stock or assets by Acquirer, (b) provide information to
EST, relating to the possible acquisition of EST (whether by way of merger,
purchase of capital stock, purchase of assets or otherwise) or any portion of
EST's capital stock or assets by Acquirer, (c) enter into an agreement with EST,
providing for the acquisition of EST (whether by way of merger, purchase of
capital stock, purchase of assets or otherwise) or any portion of EST's capital
stock or assets by Acquirer or (d) make or authorize any statement,
recommendation or solicitation in support of any possible acquisition of EST
(whether by way of merger, purchase of capital stock, purchase of assets or
otherwise) or any portion of EST's capital stock or assets.

         5.10     ELECTION OF MR. CHALLENGER TO ACQUIRER BOARD OF DIRECTORS.
Acquirer agrees to appoint James E. Challenger to its Board of Directors upon
the creation of a vacancy on its Board of Directors, which vacancy shall be
created, subject to Acquirer stockholder approval, at its next Annual
Stockholders' Meeting.

         5.11     NO TRADING OF ACQUIRER SECURITIES. During the period from the
date of this Agreement until the Effective Time, Target and each Principal agree
that they shall not, directly or indirectly, offer or contract to purchase any
shares of Acquirer's Common Stock or any securities convertible into or
exchangeable for or any other rights to purchase or sell such Common Stock.

6.       CLOSING MATTERS

         6.1      THE CLOSING. Subject to termination of this Agreement as
provided in Section 9 below, the Closing will take place at the offices of
Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California on or before
July 21, 1999 (the "CLOSING"), or, if all conditions to closing have not been
satisfied or waived by such date, such other place, time and date as Target and
Acquirer may mutually select (the "CLOSING DATE"). Concurrently with the
Closing, an Articles of Merger will be filed in the office of the Illinois
Secretary of State. The Articles of Merger provides that the Merger shall become
effective upon filing.

         6.2      EXCHANGE OF CERTIFICATES.

                  6.2.1    As of the Effective Time, all shares of Target Common
Stock that are not Dissenting Shares that are outstanding immediately prior
thereto will, by virtue of the Merger and without further action, cease to exist
and will be converted into the right to receive from Acquirer the number of
shares of Acquirer Common Stock determined as set forth in Section 1.1.1,
subject to Sections 1.1.5, 1.1.6, 1.2 and 1.3.


                                       27



                  6.2.2    Promptly after The Effective Time, each holder of
shares of Target Common Stock that are not Dissenting Shares will surrender the
certificate(s) for such shares (the "TARGET CERTIFICATES"), duly endorsed as
requested by Acquirer, to Acquirer's counsel for cancellation for Acquirer's
records. Prior to the Effective Time, each holder of Target Convertible Debt
that elected to convert to Acquirer Common Stock at the Effective Time will
surrender the original promissory note(s), security agreement(s) and other
related documentation (the "DEBT INSTRUMENTS") and Target shall forward the Debt
Instruments to Acquirer's counsel for cancellation and retention for Acquirer's
records. Prior to the Effective Time, Acquirer's counsel will forward a letter
of instruction to Chemical Mellon Shareholder Services, acting as the transfer
agent for Acquirer, (the "EXCHANGE AGENT") instructing the Exchange Agent to
issue to Acquirer's counsel a certificate for the number of shares of Acquirer
Common Stock to which such holder is entitled pursuant to Section 1.1.1 hereof,
less the shares of Acquirer Common Stock deposited into escrow pursuant to
Section 1.3 hereof. Acquirer's counsel will release such certificate at the
Effective Time, provided such holder has surrendered its, his or her Target
Certificate(s) to Acquirer's counsel, to each such tendering holder. Acquirer
will distribute any cash payable under Section 1.1.1 or Section 1.2.

                  6.2.3    No dividends or distributions payable to holders of
record of Acquirer Common Stock after the Effective Time, or cash payable in
lieu of fractional shares, will be paid to the holder of any unsurrendered
Target Certificate(s) until the holder of the Target Certificate(s) surrenders
such Target Certificate(s) or if such certificates are lost, stolen or
destroyed, provides an indemnity reasonably acceptable to Acquirer. Subject to
the effect, if any, of applicable escheat and other laws, following surrender of
any Target Certificate, there will be delivered to the person entitled thereto,
without interest, the amount of any dividends and distributions therefor paid
with respect to Acquirer Common Stock so withheld as of any date subsequent to
the Effective Time and prior to such date of delivery.

                  6.2.4    All Acquirer Common Stock and cash delivered upon the
surrender of Target Common Stock in accordance with the terms hereof and the
terms of the Escrow Agreement will be deemed to have been delivered in full
satisfaction of all rights pertaining to such Target Common Stock. There will be
no further registration of transfers on the stock transfer books of Target or
its transfer agent of the Target Common Stock. If, after the Effective Time,
Target Certificates are presented for any reason, they will be canceled and
exchanged as provided in this Section 6.2.

                  6.2.5    Until certificates representing Target Common Stock
outstanding prior to the Merger are surrendered pursuant to Section 6.2.2 above,
such certificates will be deemed, for all purposes, to evidence ownership of the
number of shares of Acquirer Common Stock and cash into which the Target Common
Stock will have been converted, subject to the Escrow Agreement with respect to
the number of shares withheld as Escrow Shares.

                  6.2.6    Certificates which are not presented to Acquirer's
counsel within one (1) year after the Closing shall be canceled and the holder
thereof will no longer be entitled to receive any Acquirer securities in
consideration thereof. Any Debt Instruments not delivered at


                                       28



or prior to the Effective Time will not be deemed to be convertible into
Acquirer Common Stock and shall be assumed by Acquirer and payable only in cash
pursuant to the terms thereof.

         6.3      ASSUMPTION OF OPTIONS. Promptly after Closing, Acquirer will
notify in writing each holder of a Target Option of the assumption of such
Target Option by Acquirer, and the number of shares of Acquirer Common Stock
that are then subject to such option and the exercise price of such option, as
determined pursuant to Section 1.1 hereof.

7.       CONDITIONS TO OBLIGATIONS OF TARGET

         Target's obligations hereunder are subject to the fulfillment or
satisfaction, on and as of the Closing, of each of the following conditions (any
one or more of which may be waived by Target, but only in a writing signed by
Target):

         7.1      COMPLIANCE WITH LAW. There shall be no order, decree, or
ruling by any court or governmental agency or threat thereof, or any other fact
or circumstance, which would prohibit or render illegal the transactions
contemplated by this Agreement.

         7.2      GOVERNMENT CONSENTS. Acquirer has obtained at or prior to the
Closing Date such permits or authorizations, and shall have taken such other
action, as may be required to taken by Acquirer to consummate the Merger by any
regulatory authority having jurisdiction over the parties and the actions herein
proposed to be taken, including but not limited to, requirements under
applicable federal and state securities laws.

         7.3      OPINION OF ACQUIRER'S COUNSEL. Target shall have received from
counsel to Acquirer an opinion substantially in the form of EXHIBIT 7.3.

         7.4      SHAREHOLDER APPROVAL. The principal terms of this Agreement
and the Articles of Merger shall have been approved and adopted by Target
Shareholders, as required by applicable law and Target's Articles of
Incorporation and Bylaws.

8.       CONDITIONS TO OBLIGATIONS OF ACQUIRER

         The obligations of Acquirer and Sub hereunder are subject to the
fulfillment or satisfaction on, and as of the Closing, of each of the following
conditions (any one or more of which may be waived by Acquirer, but only in a
writing signed by Acquirer):

         8.1      COMPLIANCE WITH LAW. There shall be no order, decree, or
ruling by any court or governmental agency or threat thereof, or any other fact
or circumstance, which would prohibit or render illegal the transactions
contemplated by this Agreement.

         8.2      GOVERNMENT CONSENTS. Target has obtained at or prior to the
Closing Date such permits or authorizations required to be obtained by Target,
and has taken such other action, as may be required by Target to consummate the
Merger by any regulatory authority having jurisdiction over the parties and the
actions herein proposed to be taken, including but not limited to, requirements
under applicable federal and state securities laws.


                                       29



         8.3      OPINION OF TARGET'S COUNSEL. Acquirer shall have received from
counsel to Target, an opinion substantially in the form of EXHIBIT 8.3.

         8.4      NO LITIGATION. There is no litigation or proceeding threatened
or pending for the purpose or with the probable effect of enjoining or
preventing the consummation of any of the transactions contemplated by this
Agreement.

         8.5      REQUISITE APPROVALS. The principal terms of this Agreement and
the Articles of Merger shall have been approved by the holders of no less than
ninety-five percent (95%) of Target Common Stock and the waiver of amounts to be
received by any Principal from treatment under Section 280G of the Code shall
have been approved by the holders of no less than seventy-five percent (75%) of
Target Common Stock.

         8.6      DISSENTING SHARES. There shall be no more than five percent
(5%) of Target Dissenting Shares.

9.       TERMINATION OF AGREEMENT

         9.1      PRIOR TO CLOSING. This Agreement may be terminated at any time
prior to the Closing by the mutual written consent of each of the parties
hereto.

         9.2      AT THE CLOSING. At or prior to the Closing, this Agreement may
be terminated and abandoned:

                  9.2.1    By Acquirer if any of the conditions precedent to
Acquirer's obligations set forth in Section 8 above have not been fulfilled or
waived at and as of the Closing; or

                  9.2.2    By Target if any of the conditions precedent to
Target's obligations set forth in Section 7 above have not been fulfilled or
waived at and as of the Closing.

                  9.2.3    Any termination of this Agreement under this Section
9.2 will be effective by the delivery of notice of the terminating party to the
other party hereto.

         9.3      REMEDIES. Any termination of this Agreement pursuant to this
Section 9 will be without further obligation or liability upon any party in
favor of the other party hereto other than except as set forth in this Section
9.3 and the obligations provided in Sections 11.7 and 11.15, which will survive
termination of this Agreement; provided, however, that nothing herein will limit
the obligation of Target and Acquirer to use their best efforts to cause the
Merger to be consummated, as set forth in Sections 4.10 and 5.3 hereof,
respectively.

10.      SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND REMEDIES, CONTINUING
         COVENANTS

         10.1     SURVIVAL OF REPRESENTATIONS. All representations, warranties
and covenants of Target, Acquirer and Sub contained in this Agreement will
survive the Effective Time and remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the parties to this
Agreement, until the termination of this Agreement or one year after


                                       30



the Closing Date, whereupon such representations, warranties and covenants will
expire (except for covenants that by their express terms state that they survive
for a longer period), PROVIDED HOWEVER, that representations, warranties and
covenants involving intentional fraud or willful misconduct shall survive the
Closing without the limitation set forth in this Section 10.1 and that
representations contained in Section 2.7 shall survive the Closing until the
expiration of the applicable statute of limitations (including extensions).

         10.2     AGREEMENT TO INDEMNIFY.

                  10.2.1   Subject to the limitations set forth in this Section
10, up and until the Closing, the Material Target Shareholders shall severally
(in accordance with their respective pro rata percentage interests) indemnify,
defend and hold harmless the Acquirer, its Affiliates, officers, directors,
employees, consultants and agents (hereinafter referred to individually as an
"INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") from and against
any and all claims, liabilities, damages and/or costs including, including
without limitation attorneys fees ("DAMAGES"):

                           (a)      arising out of any misrepresentation or
breach of or default in connection with any of the representations, warranties
and covenants given or made by Target and the Principals in this Agreement or in
any certificate, document or instrument delivered by or on behalf of Target
pursuant hereto; or

                           (b)      Resulting from any failure of any Target
Shareholders to have good, valid and marketable title to the issued and
outstanding Target Common Stock held by such Shareholders, free and clear of all
liens, claims, pledges, options, adverse claims, assessments or charges of any
nature whatsoever, or to have full right, capacity and authority to vote such
Target Common Stock in favor of the Merger and the other transactions
contemplated by the Articles of Merger.

                           (c)      Resulting from the failure of Acquirer or
Target to obtain consents described in the second sentence of Section 4.4
hereto.

                  10.2.2   Subject to the limitations set forth in this Section
10, after the Closing, the Target Shareholders will indemnify and hold harmless
the Indemnified Persons from and against any and all Damages arising out of any
misrepresentation or breach of or default in connection with any of the
representations and warranties given or made by Target or the Principals in
Section 2 of this Agreement.

                  10.2.3   In seeking indemnification for Damages under this
Section 10, the Indemnified Persons shall first exercise their remedies with
respect to the Escrow Cash and Shares and any other assets deposited in escrow
pursuant to the Escrow Agreement and the Escrow Cash and Shares and such other
assets shall be the initial source of indemnification in connection therewith.
In seeking indemnification for Damages under Section 10.2.2, the Indemnified
Persons shall exercise their remedies first with respect to the Escrow Cash and
Shares deposited in escrow pursuant to the Escrow Agreement. The maximum
liability of any


                                       31



Target Shareholder with respect to any claim for intentional fraud or willful
misconduct shall be several and not joint.

                  10.2.4   Acquirer will indemnify, defend and hold harmless
Target, its Affiliates, officers, directors, employees, consultants and agents
from any and all Damages arising from any misrepresentations or breach of or
default in performance of any of the representations and warranties and
covenants given or made by Acquirer in this Agreement, in any certificate,
document or instrument delivered by or on behalf of Acquirer pursuant hereto.

                  10.2.5   Except as set forth in Section in the last sentence
of this Section 10.2.5, the Escrow Cash and Shares and any other assets
deposited in escrow pursuant to the Escrow Agreement shall be the Indemnified
Persons' sole recourse under this Section 10.2, and no claim for Damages shall
first be made under this Section 10.2 after expiration of the Escrow Period. The
aggregate amount of Acquirer Damages shall not exceed the Purchase Price divided
by three (3). Except as set forth in Section 10.2.6, the remedies set forth in
this Section 10 shall be the exclusive remedies of Acquirer and the other
Indemnified Persons against any Material Shareholder, but shall not be deemed to
limit any other remedies of Acquirer, legal or otherwise, against Target. None
of the limitations set forth in this Section 10.2.5 or the last sentence of
Section 10.2.6 shall in any manner limit the liability or indemnification
obligations of the Material Shareholders or Acquirer with respect to intentional
fraud or willful misconduct.

                  10.2.6   The indemnification provided for in this Article 11
shall not apply unless the aggregate Target Damages or Acquirer Damages, as the
case may be, for which one or more Indemnified Persons seeks indemnification
exceeds $150,000. In the event that such Damages do exceed $150,000, Material
Shareholders or Acquirer, as the case may be, will indemnify the full amount of
such Damages, including the initial $150,000 of Damages.

11.      MISCELLANEOUS

         11.1     GOVERNING LAW. The internal laws of the State of California
(irrespective of its conflict of law principles) will govern the validity of
this Agreement, the construction of its terms, and the interpretation and
enforcement of the rights and duties of the parties hereto.

         11.2     ASSIGNMENT; BINDING UPON SUCCESSORS AND ASSIGNS. Neither party
hereto may assign any of its rights or obligations hereunder without the prior
written consent of the other party hereto and any attempt to do so will be void.
This Agreement will be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.

         11.3     SEVERABILITY. If any provision of this Agreement, or the
application thereof, will for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and application of such provision
to other persons or circumstances will be interpreted so as reasonably to effect
the intent of the parties hereto. The parties further agree to replace such void
or unenforceable provision of this Agreement with a valid and enforceable
provision that will achieve, to the extent possible, the economic, business and
other purposes of the void or unenforceable provision.


                                       32



         11.4     COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be an original as regards any party whose
signature appears thereon and all of which together will constitute one and the
same instrument. This Agreement will become binding when one or more
counterparts hereof, individually or taken together, will bear the signatures of
all parties reflected hereon as signatories.

         11.5     AMENDMENT AND WAIVERS. Any term or provision of this Agreement
may be amended, and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only by a writing signed by the party to be bound thereby. The
waiver by a party of any breach hereof or default in the performance hereof will
not be deemed to constitute a waiver of any other default or any succeeding
breach or default. The Agreement may be amended by the parties hereto at any
time before or after approval of the Target Shareholders; but, after such
approval, no amendment will be made which by applicable law requires the further
approval of the Target Shareholders without obtaining such further approval.

         11.6     NO WAIVER. The failure of any party to enforce any of the
provisions hereof will not be construed to be a waiver of the right of such
party thereafter to enforce such provisions.

         11.7     EXPENSES. In the event that the transaction is not
consummated, each company will be responsible for its own fees and expenses in
connection with the proposed transaction. In the event that the transaction is
consummated, Acquirer will be responsible for its own fees and expenses and for
Target's reasonable fees and expenses in connection with the transaction.

         11.8     ATTORNEYS' FEES. Should suit be brought to enforce or
interpret any part of this Agreement, the prevailing party will be entitled to
recover, as an element of the costs of the suit, and not as damages, reasonable
attorneys' fees, including without limitation, costs, expenses and fees on any
appeal.

         11.9     NOTICES. Any notice or other communication required or
permitted to be given under this Agreement will be in writing, will be delivered
personally, by registered or certified mail, postage prepaid, by telecopy or by
nationally recognized courier service, and will be deemed given upon delivery,
if delivered personally, or three days after deposit in the mails, if mailed, to
the following addresses:

                  (i)      If to Acquirer:

                           Integrated Systems, Inc.
                           201 Moffett Drive
                           Sunnyvale, CA 94089
                           Facsimile: (650) 568-6039
                           Attention: President

                           WITH A COPY TO:

                           Fenwick & West LLP


                                       33



                           Two Palo Alto Square
                           Palo Alto, CA 94306
                           Facsimile: (650) 494-1417
                           Attention: Fred Greguras, Esq.

                  (ii)     If to Target:

                           Software Development Systems, Inc.
                           777 Prospect Avenue
                           Winetka, IL 60093
                           Facsimile: (630) 971-5901
                           Attention: President

                           WITH A COPY TO:

                           Sachnoff & Weaver LLP
                           30 S. Wacker Drive
                           Chicago, IL 60614
                           Facsimile: (312) 207-6400
                           Attention: Seth Hemming, Esq.

                  (iii)    If to Principals:

                           To the address or facsimile number indicated below
                           such individuals name on EXHIBIT A hereto

or to such other address as a party may have furnished to the other parties in
writing pursuant to this Section 11.9.

         11.10    CONSTRUCTION OF AGREEMENT. This Agreement has been negotiated
by the respective parties hereto and their attorneys and the language hereof
will not be construed for or against either party. A reference to a Section or
an exhibit will mean a Section in, or exhibit to, this Agreement unless
otherwise explicitly set forth. The titles and headings herein are for reference
purposes only and will not in any manner limit the construction of this
Agreement which will be considered as a whole.

         11.11    NO JOINT VENTURE. Nothing contained in this Agreement will be
deemed or construed as creating a joint venture or partnership between any of
the parties hereto. No party is by virtue of this Agreement authorized as an
agent, employee or legal representative of any other party. No party will have
the power to control the activities and operations of any other and their status
is, and at all times, will continue to be, that of independent contractors with
respect to each other. No party will have any power or authority to bind or
commit any other. No party will hold itself out as having any authority or
relationship in contravention of this Section.

         11.12    FURTHER ASSURANCES. Each party agrees to cooperate fully with
the other parties and to execute such further instruments, documents and
agreements and to give such further written


                                       34



assurances as may be reasonably requested by any other party to evidence and
reflect the transactions described herein and contemplated hereby and to carry
into effect the intents and purposes of this Agreement.

         11.13    ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS. No provisions of
this Agreement are intended, nor will be interpreted, to provide or create any
third party beneficiary rights or any other rights of any kind in any client,
customer, affiliate, shareholder, partner or any party hereto or any other
person or entity unless specifically provided otherwise herein, and, except as
so provided, all provisions hereof will be personal solely between the parties
to this Agreement.

         11.14    PUBLIC ANNOUNCEMENT. Upon execution of the Agreement by both
parties, and until the consummation of the Merger, all press releases and other
public and private communications shall be made by the parties only with the
prior mutual written consent of Target and Acquirer, except that Acquirer may
make such disclosures as are required by applicable law; provided, however, that
a copy of such disclosure shall first be submitted to Target within a reasonable
time period prior to the dissemination thereof.

         11.15    CONFIDENTIALITY. Acquirer and Target each recognize that they
have received and will receive confidential information concerning the other
during the course of the Merger negotiations and preparations. Accordingly, the
terms of the Confidentiality Agreement are incorporated herein by reference.

         11.16    ENTIRE AGREEMENT. This Agreement, the exhibits hereto and the
Confidentiality Agreement constitute the entire understanding and agreement of
the parties hereto with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements or understandings, inducements or
conditions, express or implied, written or oral, between the parties, with
respect hereto. The express terms hereof control and supersede any course of
performance or usage of the trade inconsistent with any of the terms hereof.


                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       35



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

"ACQUIRER"                                    "TARGET"

INTEGRATED SYSTEMS, INC.                      SOFTWARE DEVELOPMENT SYSTEMS, INC.


By: /s/ Charles M. Boesenberg                 By: /s/ James E. Challenger
   ------------------------------                ------------------------------
Name: Charles M. Boesenberg                   Name: James E. Challenger
      ---------------------------                  ----------------------------
Its: President & CEO                          Its: CEO
     ----------------------------                  ----------------------------

"SUB"

ISI ACQUISITION CORPORATION


By: /s/ Charles M. Boesenberg
   -------------------------------
Name: Charles M. Boesenberg
      ----------------------------
Its: President & CEO
    ------------------------------

                                       36



"PRINCIPALS"


                                               James E. Challenger, Jr. 1994
                                               GST Trust U/A 12/30/94


/s/ James E. Challenger, Jr.                By: /s/ James E. Challenger, Jr.
- --------------------------------                ------------------------------
James E. Challenger, Jr.                         James E. Challenger, Jr.,
                                                 Trustee

/s/ Robert M. Zierserl                       /s/ Anthony D. Skiba
- --------------------------------            ---------------------------------
Robert M. Zieserl                           Anthony D. Skiba



Robert M. Zieserl Irrevocable Gift Trust    Robert M. Zieserl Irrevocable
f/b/o John William Zieserl, dated March     Gift Trust f/b/o Charles Moran
19, 1999                                    Zieserl, dated March  19, 1999


By:  /s/ James F. Shaw, Jr.                 By: /s/ James F. Shaw, Jr.
- -------------------------------                 -----------------------------
      James F. Shaw, Jr., Trustee                James F. Shaw, Jr., Trustee



John William Zieserl Minority Trust         Charles Moran Zieserl Minority
dated 12/23/98                              Trust dated 12/23/98


By:  /s/ James F. Shaw, Jr.                 By: /s/ James F. Shaw, Jr.
- ------------------------------                  -----------------------------
      James F. Shaw, Jr., Trustee                James F. Shaw, Jr., Trustee


            [SIGNATURE PAGE FOR AGREEMENT AND PLAN OF REORGANIZATION]


                                       37







                         LIST OF EXHIBITS AND SCHEDULES

                                     
Exhibit A                               List of Principals

Exhibit B                               Articles of Merger

Schedule 1.1.1(iv)                      Hewlett Packard $5,513,920 Target
                                        Convertible Debt

Exhibit 1.3                             Escrow Agreement

Schedule 1.4                            Directors and Officers of Surviving
                                        Corporation

Exhibit 1.5                             Registration Rights Agreement

Exhibit 1.6A                            Acquirer Officers Tax Certificate

Exhibit 1.6B                            Target Officers Tax Certificate

Schedule 2.0                            Target Disclosure Schedule

Schedule 2.3                            List of all holders and numbers held of
                                        Target Common Stock and Target Options.

Schedule 2.4                            List of Target's subsidiaries

Schedule 2.5                            Third Party Consents

Schedule 2.8                            Target's 1998 Financial Statements and
                                        May Financial Statements

Schedule 2.9                            Title to Properties

Schedule 2.11                           Material Agreements

Schedule 2.12                           Target IP Rights Agreements and
                                        applications, registration and filings
                                        to protect Target IP Rights and related
                                        disclosures

Schedule 2.15.1                         Employment Contracts and Consulting
                                        Agreements

Schedule 2.15.3                         Target Employee Plans

Schedule 2.15.5                         Target Pension Plan

Schedule 2.15.6                         Target Benefit Arrangements

Schedule 2.15.7                         Amendments to Benefit Plan or
                                        Arrangement

Schedule 2.15.12                        List of all Employees, Officers and
                                        Consultants

Schedule 3.0                            Acquirer Disclosure Schedule

Exhibit 7.3                             Form of Opinion of Acquirer's Counsel

Exhibit 8.3                             Form of Opinion of Target's Counsel




                                    Exhibit A

                                Target Principals


James E. Challenger, Jr.

Robert M. Zierserl

Anthony Skiba

EX-4.01

                                                                    EXHIBIT 4.01


                          REGISTRATION RIGHTS AGREEMENT


     This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of July 15, 1999 by and among Integrated Systems, Inc., a California
corporation ("ACQUIRER") and the persons and entities listed on EXHIBIT A hereto
(collectively, the "SHAREHOLDERS" and each individually a "SHAREHOLDER") who are
shareholders of Software Development Systems, Inc., an Illinois corporation
("TARGET"). All terms not otherwise defined herein shall have the meaning forth
in the Plan (as defined below). This Agreement shall become effective upon the
Closing (as such term is defined in the Plan (as defined below)) and shall be of
no further force or effect if the Closing does not occur by July 31, 1999.

                                 R E C I T A L S

     A. Target, Acquirer and ISI Acquisition Corporation, an Illinois
corporation and a wholly owned subsidiary of Acquirer ("SUB"), have entered into
an Agreement and Plan of Reorganization (the "PLAN") dated as of July 15, 1999,
pursuant to which Target will merge with and into Sub in a forward triangular
merger with Sub to be the surviving corporation of the Merger (the "MERGER").

     B. As a condition precedent to the consummation of the Merger, Section 1.5
of the Plan provides that the Shareholders shall be granted certain registration
rights with respect to the shares of Acquirer's Common Stock that are issued to
the Shareholders in the Merger (the "MERGER SHARES"), subject to the terms and
conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:

     1. REGISTRATION RIGHTS.

          1.1 DEFINITIONS. For purposes of this Section 1:

               (a) REGISTRATION. The terms "REGISTER," "REGISTERED," and
"REGISTRATION" refer to a registration effected by preparing and filing a
registration statement in compliance with the Securities Act of 1933, as amended
(the "1933 ACT"), and the declaration or ordering of effectiveness of such
registration statement.

               (b) REGISTRABLE SECURITIES. The term "REGISTRABLE SECURITIES"
means: (1) all of the Merger Shares, and (2) any shares of Common Stock of
Acquirer issued as a dividend or other distribution with respect to, or in
exchange for or in replacement of, the Merger Shares; EXCLUDING in all cases,
however, (i) any Registrable Securities sold by a person in a transaction in
which rights under this Section 1 are not assigned in accordance with Section 2
of this Agreement, (ii) any Registrable Securities sold in a public offering
pursuant to a registration statement filed with the SEC or sold to the public by
the holders thereof pursuant to Rule 144




promulgated under the 1933 Act ("RULE 144"); or (iii) any Registrable Securities
which may be sold in the public market in a three-month period without
registration under the 1933 Act pursuant to Rule 144.

               (c) PROSPECTUS. The term "PROSPECTUS" shall mean the prospectus
included in any Registration Statement filed pursuant to the provisions hereof
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the 1933 Act), as amended
or supplemented by any prospectus supplement (including, without limitation, any
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by such Registration Statement), and all
other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

(d) HOLDER. For purposes of this Agreement, the term "HOLDER" means any person
owning of record Registrable Securities.

(e) SEC. The term "SEC" or "COMMISSION" means the U.S. Securities and Exchange
Commission.

          1.2 REGISTRATION.

               (a) SHELF REGISTRATION. Acquirer shall prepare and file with the
SEC within ninety (90) days following the Closing (as defined in the Plan), and
use its best efforts to have declared effective as soon as practicable
thereafter, a registration statement on Form S-3 (a "REGISTRATION STATEMENT")
providing for the resale by the Holders of all of the Registrable Securities
then owned by the Holders. Acquirer shall use its best efforts to keep the
Registration Statement continuously effective, pursuant to the rules,
regulations or instructions under the 1933 Act applicable to Form S-3, for such
period (the "EFFECTIVENESS PERIOD") ending on the date that is two (2) years
after the date of the Closing or such shorter period ending when all of the
Registrable Securities cease to meet the definition of Registrable Securities
pursuant to Section 1.1(b). If any Shareholder intends to sell or otherwise
distribute the Registrable Securities covered by this Agreement, then each such
Shareholder shall so advise Acquirer, with a copy to its counsel, in writing
pursuant to the notice provisions set forth in Section 3.1 hereof. Such notice
must be received by Acquirer and its counsel no more than sixty (60) and no less
than two (2) business days prior to such intended sale or distribution.

               (b) SUSPENSION. If Acquirer shall determine pursuant to the good
faith judgment of the Board of Directors of Acquirer, that it would be seriously
detrimental to Acquirer and its shareholders for resales of Registrable
Securities to be made pursuant to the Registration Statement, due to (A) the
existence of a material development or a material development that might
potentially occur, with respect to or involving Acquirer which Acquirer would be
obligated to disclose in the Prospectus contained in the Registration Statement,
which disclosure would in the good faith judgment of the Board of Directors of
Acquirer be premature or otherwise inadvisable at such time and would have a
material adverse affect upon Acquirer and its shareholders, or (B) the
occurrence of any event that makes any statement made in such


                                       2



Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
which requires the making of any changes in the Registration Statement or
Prospectus so that it will not contain any untrue statement of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, then Acquirer shall deliver a
certificate in writing to the Holders to the effect of the foregoing and, upon
receipt of such certificate, the use of the Registration Statement and
Prospectus will be deferred or suspended and will not recommence until (1) such
Holder's receipt from Acquirer of copies of the supplemented or amended
Prospectus, or (2) such Holders are advised in writing by Acquirer that the
Prospectus may be used. Acquirer will use its best efforts to ensure that the
use of the Registration Statement and Prospectus may be resumed as soon as
practicable and, in the case of a pending development or event referred to in
(A) above, as soon, in the judgment of Acquirer, as disclosure of the material
information relating to such pending development would not have a materially
adverse effect on Acquirer's ability to consummate the transaction, if any, to
which such development relates. Notwithstanding the foregoing or any other
provision of this Agreement, (i) the Acquirer shall not restrict dispositions
under this section for a period exceeding forty-five (45) days unless the
Acquirer shall have delivered to the Holders a second notice in writing
extending the restriction period up to an additional fifteen (15) days (or such
shorter period of time as specified in the notice); (ii) in no event shall the
Acquirer be permitted to extend the restriction period under this section beyond
the sixty (60) day period, and the Acquirer shall not restrict sales under this
section on more than two separate occasions in any twelve-month period, and
(iii) the period during which Acquirer shall be required to maintain the
effectiveness of the Registration Statement shall be extended by one (1) day for
each full or partial day during which the use of such Registration Statement or
Prospectus is deferred or suspended by Acquirer in accordance with this Section
1.2(b).

               (c) EXPENSES. All expenses, other than underwriting discounts and
brokers commissions, incurred in connection with the Registration Statement
shall be borne by Acquirer.

          1.3 OBLIGATIONS OF ACQUIRER. Acquirer shall, as expeditiously as
reasonably possible:

               (a) Prepare promptly and file with the SEC the Registration
Statement as provided in Section 1.2(a), which Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein) shall
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements therein,
in light of the circumstances in which they were made, not misleading and use
its best efforts to cause such Registration Statement to become effective as
soon as practicable.

               (b) Before filing a Registration Statement or Prospectus or any
amendments or supplements thereto, furnish, at least five (5) Business Days
prior to such filing, to the counsel selected by the holders of a majority of
the Registrable Securities, copies of all


                                       3


such documents proposed to be filed which documents will be subject to the
review of such counsel and which review shall be completed no later than two (2)
Business Days prior to the proposed filing date).

               (c) As promptly as is practicable after an event identified in
paragraph (e) below, prepare a supplement or amendment to such Prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such Prospectus will not contain an untrue statement of a material fact or omit
to state any fact necessary to make the statements therein not misleading.

               (d) Use all commercially reasonable efforts to cause all such
Registrable Securities to be listed on the Nasdaq National Market.

               (e) In the event of the issuance of any stop order suspending the
effectiveness of a Registration Statement, or of any order suspending or
preventing the use of any related Prospectus or suspending the qualification of
any common stock included in such Registration Statement for sale in any
jurisdiction, use all reasonable efforts promptly to obtain the withdrawal of
such order.

               (f) Prepare promptly 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.

               (g) Furnish to Holders such number of copies of a Prospectus,
including a preliminary Prospectus, in conformity with the requirements of the
1933 Act, and such other documents as reasonably requested in order to
facilitate the disposition of the Registrable Securities owned by it that are
included in such registration.

               (h) Use its best 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 Holders, provided
that Acquirer shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions.

               (i) Notify Holders promptly (i) of any request by the SEC or any
other federal or state governmental authority during the period of effectiveness
of the Registration Statement for amendments or supplements to such Registration
Statement or related Prospectus or for additional information, (ii) of the
issuance by the SEC or any other federal or state governmental authority of any
stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose, (iii) of the receipt by Acquirer
of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose, (iv) of the happening of any event which makes any statement made in
the Registration Statement or Prospectus or any document incorporated or deemed
to be incorporated therein by reference untrue in any material respect or which
requires


                                       4



the making of any changes in the Registration Statement or Prospectus so that it
will not contain any untrue statement of a material fact required to be stated
therein or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and (v) of Acquirer's
determination that a post-effective amendment to the Registration Statement
would be appropriate.

          1.4 FURNISH INFORMATION. It shall be a condition precedent to the
obligations of Acquirer to take any action pursuant to Section 1.2 that each
Holder shall furnish to Acquirer such information regarding Holder, the
Registrable Securities held by Holder, and the intended method of disposition of
such securities as shall be legally required to be disclosed in the Prospectus.

          1.5 INDEMNIFICATION

(a) BY ACQUIRER. To the fullest extent permitted by law, Acquirer will indemnify
and hold harmless each of the Holders, officers, directors, trustees,
fiduciaries, employees and agents of a Holder or underwriter (as defined in the
1933 Act) and each person, if any, who controls a Holder within the meaning of
the 1933 Act or the Securities Exchange Act of 1934 (the "1934 ACT")
(collectively, "HOLDER INDEMNIFIED PARTIES"), against any losses, claims,
damages, or liabilities (joint or several) to which they or any of them may
become subject under the 1933 Act, the 1934 Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "VIOLATION"):

               (i)   any untrue statement or alleged untrue statement of a
          material fact contained in the Registration Statement, including any
          preliminary Prospectus or final Prospectus contained therein or in any
          amendments or supplements thereto;

               (ii)  the omission or alleged omission to state in the
          Registration Statement, including any preliminary Prospectus or final
          Prospectus contained therein or in any amendments or supplements
          thereto, a material fact required to be stated therein, or necessary
          to make the statements therein not misleading; or

               (iii) any violation or alleged violation by Acquirer of the 1933
          Act, the 1934 Act, any federal or state securities law or any rule or
          regulation promulgated under the 1933 Act, the 1934 Act or any federal
          or state securities law in connection with the offering covered by
          such Registration Statement.

     Acquirer will reimburse each Holder Indemnified Party for any legal or
other expenses reasonably incurred by them, as incurred, in connection with
investigating or defending any such loss, claim, damage, liability or action;
PROVIDED HOWEVER, that the indemnity agreement contained in this subsection
1.5(a) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of Acquirer


                                       5



(which consent shall not be unreasonably withheld), nor shall Acquirer be liable
to a particular Holder or such Holder's Holder Indemnified Parties in any such
case for any such loss, claim, damage, 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 such Holder. Acquirer shall not consent to any
settlement or confess to any judgment against a Holder Indemnified Party unless
such settlement or judgment contains a full release of liability.

(b) BY HOLDERS. To the fullest extent permitted by law, each Holder will
indemnify and hold harmless Acquirer, each of its directors, each of its
officers who have signed the Registration Statement, each person, if any, who
controls Acquirer within the meaning of the 1933 Act, any other employee or
agent of Acquirer, each other Holder, each person, if any, who controls such
Holder within the meaning of the 1933 Act, and any other employee or agent of
such Holder, against any losses, claims, damages or liabilities (joint or
several) to which Acquirer or any such director, officer, or controlling person,
employee or agent may become subject under the 1933 Act, the 1934 Act or other
federal or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in
each case 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 Registration Statement; and
such Holder will reimburse any legal or other expenses reasonably incurred by
Acquirer or any such director, officer, or controlling person, employee or agent
in connection with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, HOWEVER, that the indemnity agreement contained
in this subsection 1.5(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of such Holder, which consent shall not be unreasonably
withheld; and PROVIDED FURTHER, that the total amounts payable in indemnity by
Holder under this Section 1.5(b) in respect of any Violation shall not exceed
the net proceeds received by Holder in the registered offering out of which such
Violation arises.

(c)` NOTICE. Promptly after receipt by an indemnified party under this Section
1.5 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim for indemnification in respect
thereof is to be made against any indemnifying party under this Section 1.5,
deliver to the indemnifying party a written notice of the commencement of such
an action 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 fees and expenses
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, if prejudicial to its ability to defend
such action, shall (to the extent of such prejudice) relieve such indemnifying
party of any liability to the indemnified party under this Section 1.5, but the
omission so to deliver written


                                       6



notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this Section 1.5.

(d) DEFECT ELIMINATED IN FINAL PROSPECTUS. The foregoing indemnity agreements of
Acquirer and such Holders are subject to the condition that, insofar as they
relate to any Violation made in a preliminary Prospectus but eliminated or
remedied in the amended Prospectus on file with the SEC at the time the
Registration Statement becomes effective or in the amended Prospectus filed with
the SEC pursuant to SEC Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity
agreements shall not inure to the benefit of any person if a copy of the Final
Prospectus was furnished to the indemnified party and was not furnished to the
person asserting the loss, liability, claim or damage at or prior to the time
such action is required by the 1933 Act.

(e) CONTRIBUTION. In order to provide for just and equitable contribution to
joint liability under the 1933 Act in any case in which either (i) Holder
(and/or any Holder Indemnified Party who may be indemnified under Section
1.5(a)), makes a claim for indemnification pursuant to this Section 1.5 but it
is judicially determined (by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such
case notwithstanding the fact that this Section 1.5 provides for indemnification
in such case, or (ii) contribution under the 1933 Act may be required on the
part of such Holder (and/or any Holder Indemnified Party who may be indemnified
under Section 1.5 (a)) in circumstances for which indemnification is provided
under this Section 1.5; then, and in each such case, Acquirer and such Holder
(and/or such other indemnified person) will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (after contribution
from others) in proportion to their relative fault as determined by a court of
competent jurisdiction; PROVIDED HOWEVER, that in no event, except in instances
of intentional fraud by the Holder in which case there is no limitation, (i)
shall any Holder be responsible for more than the portion represented by the
percentage that the public offering price of its Registrable Securities offered
by and sold under the Registration Statement bears to the public offering price
of all securities offered by and sold under such Registration Statement or (ii)
shall a Holder be required to contribute any amount in excess of the public
offering price of all such Registrable Securities offered and sold by such
Holder pursuant to such Registration Statement; and in any event, no person or
entity guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) will be entitled to contribution from any person or
entity who was not guilty of such fraudulent misrepresentation.

(f) SURVIVAL. The obligations of Acquirer and such Holder under this Section 1.5
shall survive the completion of any offering of Registrable Securities in a
registration statement, and otherwise.

          1.6 PIGGYBACK REGISTRATIONS

(a) RIGHT TO PIGGYBACK. So long as any Registrable Security remains outstanding,
whenever the Acquirer proposes to register any of its Common Stock under the
Securities Act for sale in an underwritten public offering, other than pursuant
to a registration statement on Form S-8 or Form S-4, or any other form which in
the future may be approved by the SEC in lieu of such forms for


                                       7



the same purposes (a "PIGGYBACK REGISTRATION"), the Acquirer will give prompt
written notice to all holders of Registrable Securities of its intention to
effect such a registration and will, subject to Sections 1.6(b) and 1.6(c),
include in such registration all Registrable Securities with respect to which
the Acquirer has received written requests for inclusion therein within 15 days
after the receipt of the Acquirer's notice.

(b) PRIORITY IN PRIMARY REGISTRATIONS. If a Piggyback Registration is an
underwritten primary registration on behalf of the Acquirer, and the managing
underwriters advise the Acquirer in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering without adversely affecting the marketability
of the offering, the Acquirer will include securities in such registration in
the following order of priority: (i) first, the securities the Acquirer proposes
to sell, (ii) second, the securities requested to be included in such
registration by any stockholders of the Acquirer having demand registration
rights, and (iii) third, the Registrable Securities requested to be included by
the Shareholders and all Common Stock requested to be included in such
registration by other holders of Common Stock (the "OTHER COMMON STOCK"),
pro-rata based on the respective number of shares of Common Stock held by each
Shareholder and other holder of Common Stock.

(c) PRIORITY IN SECONDARY REGISTRATIONS. If a Piggyback Registration is an
underwritten secondary registration on behalf of holders of the Acquirer's
securities, and the managing underwriters advise the Acquirer in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
adversely affecting the marketability of the offering, the Acquirer will include
securities in such registration in the following order of priority: (i) first,
the securities requested to be included in such registration by the holders
requesting such registration, (ii) second, the Registrable Securities requested
to be included in such registration by the Shareholders and all Other Common
Stock requested to be included in such registration by the holders of such Other
Common Stock, pro-rata based on the respective number of shares of Common Stock
held by each Shareholder and other holder of Common Stock, and (iii) third,
additional securities of the Acquirer requested to be included in such
registration.

          1.7 PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any registration hereunder which is underwritten unless such
Person (a) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Acquirer (provided that all such
arrangements are applied consistently to all selling stockholders, directors and
executive officers) and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

          1.8 REPORTS UNDER EXCHANGE ACT. With a view to making available to the
holders of the Registrable Securities the benefits of Rule 144 and any other
rule or regulations of the Securities and Exchange Commission that may at any
time permit a holder to sell securities of the Acquirer to the public without
registration, the Acquirer agrees to use its best efforts to:


                                       8


(a) make and keep public information available as contemplated in Rule 144, at
all times;

(b) file with the SEC in a timely manner all reports and other documents
required of the Acquirer under the Securities Act and the Exchange Act; and

(c) furnish to any holder, so long as such holder owns any of the Registrable
Securities, forthwith upon request a written statement by the Acquirer that it
has complied with the reporting requirements of Rule 144, the Securities Act and
the Exchange Act (at any time after it has become subject to such report
requirements), a copy of the most recent annual or quarterly report of the
Acquirer and such other reports and documents so filed with the Securities and
Exchange Commission by the Acquirer as may be reasonably requested in availing
any holder, under any rule or regulation of the Securities and Exchange
Commission, of the right to sell any such Registrable Securities without
registrations.

          1.9 TERMINATION OF THE COMPANY'S OBLIGATIONS. The Company shall have
no obligations pursuant to Sections 1.2 and 1.6 with respect to any Registrable
Securities proposed to be sold by a Holder in a registration pursuant to Section
1.2 or 1.6 if, in the opinion of counsel to the Company, all such Registrable
Securities proposed to be sold by a Holder may be sold in a three-month period
without registration under the Securities Act pursuant to Rule 144 under the
Securities Act; provided, however, if James E. Challenger is not an employee of
Acquirer and holds more than one percent (1%) of the outstanding Common Stock of
Acquirer, the obligations of Acquirer pursuant to Section 1.6 shall not
terminate until his holdings fall below one percent (1%) of the outstanding
Common Stock of Acquirer.

     2. ASSIGNMENT.

          2.1 ASSIGNMENT. Notwithstanding anything herein to the contrary, the
registration rights of a Holder under Section 1 hereof may be assigned only to
(i) a family member of such Holder or a trust, partnership or similar estate
planning entity created for the benefit of such Holder and/or such Holder's
family members or a qualified entity under Section 501(c)(3) of the Internal
Revenue Code or (ii) a Person acquires from Holder at least Fifty Thousand
(50,000) shares of Common Stock that constitute the original number of
Registrable Securities (or, if such Holder holds less than 50,000 shares of
Common Stock that constitute at least ten percent (10%) of such Holder's
original Registrable Securities, all of such Holder's shares of Common Stock)
(as such number may be adjusted to reflect subdivisions, combinations and stock
dividends of Acquirer's Common Stock) or as a distribution made by a Holder
which is a partnership to the partners of such Holder of Registrable Securities;
PROVIDED, HOWEVER that no party may be assigned any of the foregoing rights
until Acquirer is given written notice by the assigning party at the time of
such assignment stating the name and address of the assignee and identifying the
securities of Acquirer as to which the rights in question are being assigned;
PROVIDED, FURTHER that any such assignee shall receive such assigned rights
subject to all the terms and conditions of this Agreement, including without
limitation the provisions of this Section 2.


                                       9



     3. GENERAL PROVISIONS.

          3.1 NOTICES. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or if deposited in the U.S. mail by registered or
certified mail, return receipt requested, postage prepaid, sent by telecopier or
by nationally recognized express courier service as follows:



                                       10





          (a)      if to Acquirer, at:

                   Integrated Systems, Inc.
                   201 Moffett Park Drive
                   Sunnyvale, CA 94089
                   Attention: Chief Financial Officer
                   Facsimile: (408) 542-1959

          with a copy to:

                   Fenwick & West LLP
                   Two Palo Alto Square
                   Palo Alto, CA 94306
                   Attention: Fred Greguras, Esq.
                   Facsimile: (650) 494-1417

          (b)      If to Holders:

                   To the address set forth on Exhibit A hereto

          with a copy to:

                   Sachnoff & Weaver LLP
                   30 South Wacker Drive
                   Chicago, IL  60606
                   Attention: Seth Hemming, Esq.
                   Facsimile: (312) 207-6400

Any party hereto (and such party's permitted assigns) may by notice so given
provide and change its address for future notices hereunder. Notice shall
conclusively be deemed to have been given when personally delivered or three
business days after being deposited in the mail in the manner set forth above.

          3.2 ENTIRE AGREEMENT. This Agreement and the Plan constitute and
contains the entire agreement and understanding of the parties with respect to
the subject matter hereof and supersede any and all prior negotiations,
correspondence, agreements, understandings, duties or obligations between the
parties respecting the subject matter hereof.

          3.3 AMENDMENT OF RIGHTS. Any provision of this Agreement may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
prior written consent of Acquirer and Holders of a majority of all Registrable
Securities then outstanding. Any amendment or waiver effected in accordance with
this Section 3.3 shall be binding upon each Holder, each permitted successor or
assignee of such Holder and Acquirer.


                                       11



          3.4 GOVERNING LAW. This Agreement shall be governed by and construed
exclusively in accordance with the laws of the State of California, excluding
that body of law relating to conflict of laws.

          3.5 SEVERABILITY. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, then such provision(s) shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision(s) were so excluded and shall be enforceable in
accordance with its terms.

          3.6 THIRD PARTIES. Nothing in this Agreement, express or implied, is
intended to confer upon any person, other than the parties hereto and their
successors and assigns, any rights or remedies under or by reason of this
Agreement.

          3.7 SUCCESSORS AND ASSIGNS. Subject to the provisions of Section 2.1,
the provisions of this Agreement shall inure to the benefit of, and shall be
binding upon, the successors and permitted assigns of the parties hereto.

          3.8 CAPTIONS. The captions to sections of this Agreement have been
inserted for identification and reference purposes only and shall not be used to
construe or interpret this Agreement.

          3.9 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

          3.10 COSTS AND ATTORNEYS' FEES. In the event that any action, suit or
other proceeding is instituted concerning or arising out of this Agreement or
any transaction contemplated hereunder, the prevailing party shall recover all
of such party's costs and attorneys' fees incurred in each such action, suit or
other proceeding, including any and all appeals or petitions therefrom.

          3.11 LEGENDS.

          Each Holder understands that prior to the effectiveness of the
Registration Statement certificates or other instruments representing any of the
Registrable Securities acquired by Holder will bear legends substantially
similar to the following, in addition to any other legends required by federal
or state laws:

          THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
          SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
          TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
          AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS,
          PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.


                                       12


          THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
          FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT
          THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
          ANY APPLICABLE STATE SECURITIES LAWS.

          Each Holder agrees that, in order to ensure and enforce compliance
with the restrictions imposed by applicable law and those referred to in the
foregoing legends, or elsewhere herein, Acquirer may, prior to the effectiveness
of the Registration Statement issue appropriate "stop transfer" instructions to
its transfer agent, if any, with respect to any certificate or other instrument
representing Registrable Securities, or if Acquirer transfers its own
securities, that it may make appropriate notations to the same effect in
Acquirer's records.

          Each Holder also understands that subsequent to the effectiveness of
the Registration Statement, upon the written request of a Holder, the Holder may
surrender the certificates or other instruments representing any of the
Registrable Securities and Acquirer will, as promptly as practicable, cause the
legend described above to be replaced with a legend substantially similar to the
following (in addition to any other legends required by state laws):

          THE RESALE OF THE SHARES REPRESENTED HEREBY MAY BE MADE ONLY PURSUANT
          TO THE PLAN OF DISTRIBUTION SET FORTH IN THE REGISTRATION STATEMENT
          FILED PURSUANT TO THE TERMS OF A REGISTRATION RIGHTS AGREEMENT BETWEEN
          ISSUER AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE
          SECRETARY OF THE ISSUER.

          (a) The Holders hereby acknowledge and agree that the Registrable
Securities may not be transferred except pursuant to (i) a registered offering
under the Securities Act, including without limitation, the Registration
Statement contemplated hereunder, (ii) Rule 144 promulgated pursuant to the
Securities Act (or any similar rule or rules then in force) if available, or
(ii) subject to the conditions specified in subparagraph (b) below, any other
legally available means of transfer.

          (b) In connection with the transfer of any Registrable Securities
(other than a transfer pursuant to a registered public offering), the holder
thereof shall deliver written notice to Acquirer describing in reasonable detail
the transfer or proposed transfer, together with an opinion of securities
counsel (with such opinion and such counsel being reasonably satisfactory to
Acquirer) to the effect that such transfer of Registrable Securities may be
effected without registration of such Registrable Securities under the
Securities Act or any applicable state securities law. In addition, if the
holder of Registrable Securities delivers to Acquirer such an opinion that
concludes that no subsequent transfer of such Registrable Securities will
require registration under the Securities Act or any applicable state securities
law, Acquirer shall promptly upon such contemplated transfer deliver new
certificates for such Registrable Securities which do not bear the restrictive
legend set forth in this Agreement. If the Holder's broker delivers a
certificate in connection with any registered sale of Registrable Securities
that such


                                       13



sale has been effected in accordance with the plan of distribution set forth in
the applicable Registration Statement, then Acquirer shall promptly upon such
contemplated transfer deliver new certificates for such Registrable Securities
which do not bear the restrictive legend set forth in this Agreement.


                  [REST OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       14





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.

INTEGRATED SYSTEMS, INC.

By: /s/ Charles M. Boesenberg
    -----------------------------------

Name: Charles M. Boesenberg
    -----------------------------------

Its: President & CEO
    -----------------------------------

                                           
SHAREHOLDERS:
                                              James E. Challenger, Jr. 1994 GST Trust
                                              U/A 12/30/94


/s/ James E. Challenger, Jr.                  By: /s/ James E. Challenger, Jr.
- ----------------------------------------          ----------------------------------------
James E. Challenger, Jr.                           James E. Challenger, Jr., Trustee


/s/ Robert M. Zieserl                         /s/ Anthony D. Skiba
- ----------------------------------------      --------------------------------------------
Robert M. Zieserl                             Anthony D. Skiba


Robert M. Zieserl Irrevocable Gift Trust      Robert M. Zieserl Irrevocable Gift Trust
f/b/o John William Zieserl, dated March       f/b/o Charles Moran Zieserl, dated March
19, 1999                                      19, 1999


By:  /s/ James F. Shaw, Jr.                   By: /s/ James F. Shaw, Jr.
     -----------------------------------          ----------------------------------------
      James F. Shaw, Jr., Trustee                  James F. Shaw, Jr., Trustee


John William Zieserl Minority Trust           Charles Moran Zieserl Minority Trust
dated 12/23/98                                dated 12/23/98


By:  /s/ James F. Shaw, Jr.                   By: /s/ James F. Shaw, Jr.
     -----------------------------------          ----------------------------------------
      James F. Shaw, Jr., Trustee                  James F. Shaw, Jr., Trustee



                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

                                       15


                                    EXHIBIT A
                              LIST OF SHAREHOLDERS




                                           NUMBER OF SHARES OF ACQUIRER COMMON STOCK
NAME AND ADDRESS                           HELD AFTER THE EFFECTIVE TIME OF THE MERGER
- ----------------                           -------------------------------------------
                                        
Anthony Skiba                                                 429,868
c/o Drew Kornreich
Sachnoff & Weaver LLP
30 South Wacker Drive
Chicago, IL  60606

James E. Challenger, Jr.                                      429,868
777 Prospect
Winnetka, IL  60093

James E. Challenger, Jr.                                      429,868
1994 GST Trust U/A
12-30-94
777 Prospect
Winnetka, IL  60093

Robert M. Zieserl as Trustee                                   86,515
for Robert M. Zieserl Declaration
of Trust Dated February 18, 1999

John William Zieserl Minority Trust                             5,372
Agreement Dated December 23, 1998
1001 Gran Bay Road, Suite 316
Chicago, IL  60093

Charles Moran Zieserl Minority Trust                            21,492
Agreement Dated December 23, 1998
1001 Gran Bay Road, Suite 316
Chicago, IL  60093

Robert M. Zieserl Irrevocable Gift                               5,372
Trust f/b/o John William Zieserl
Dated March 19, 1999
1001 Gran Bay Road, Suite 316
Chicago, IL  60093







                                    EXHIBIT A
                          LIST OF SHAREHOLDERS (CONT'D)




                                           NUMBER OF SHARES OF ACQUIRER COMMON STOCK
NAME AND ADDRESS                           HELD AFTER THE EFFECTIVE TIME OF THE MERGER
- ----------------                           -------------------------------------------
                                        
Robert M. Zieserl Irrevocable Gift                              21,492
Trust f/b/o Charles Moran Zieserl
Dated March 19, 1999
1001 Gran Bay Road, Suite 316
Chicago, IL  60093

Jeffrey Barth                                                      190
745 Frenchman's Road
Stanford, CA  94305

EX-10.01

                                                                   EXHIBIT 10.01


                                  July 15, 1999


James E. Challenger
777 Prospect Avenue
Winnetka, Illinois 60093

               Re: OFFER OF EMPLOYMENT BY INTEGRATED SYSTEMS, INC.

Dear Mr. Challenger:

         I am very pleased to confirm our offer to you of employment with
Integrated Systems, Inc. (the "COMPANY"). You will initially report to the
Company's Chief Executive Officer in the position of Chief Technology Officer
and will have such responsibilities and authority as may from time to time be
assigned to you by the Board of Directors or the Chief Executive Officer of the
Company. The terms of our offer and the benefits currently provided by the
Company are as follows:

         1.       You will serve the Company as Chief Technology Officer and
with such duties and responsibilities as the Chief Executive Officer of Company
may from time to time determine. In addition, you will be elected to the Board
of Directors of the Company as soon as practicable after your first day of
employment. You will comply with and be bound by Company's operating policies,
procedures, and practices from time to time in effect during your employment.
You will perform your duties under this Agreement at the Illinois offices of
Company. You hereby represent and warrant that you are free to enter into and
fully perform this Agreement and the agreements referred to herein without
breach of any agreement or contract to which you are a party or by which you are
bound.

         2.       You will devote your full time and efforts exclusively to this
employment and apply all your skill and experience to the performance of your
duties and advancing the Company's interests in accordance with your experience
and skills. In addition, you will not engage in any consulting activity except
with the prior written approval of Company, or at the direction of Company, and
you will otherwise do nothing inconsistent with the performance of your duties
hereunder.

         3.       Your initial salary will be Two Hundred Thousand Dollars
($200,000.00) per year and will be subject to annual review. In addition, you
will be eligible to participate in Company's employee benefit plans of general
application, including without limitation those plans covering pension and
profit sharing, executive bonuses, stock purchases, and those plans covering
life, health, and dental insurance in accordance with the rules established for
individual participation in any such plan and applicable law. You will receive
such other benefits, including vacation, holidays and sick leave, as the Company
generally provides to its employees holding similar positions.



Employment Offer
Page 2

         4.       You will be eligible to earn a One Hundred Thousand Dollar
($100,000.00) bonus (the "MAXIMUM BONUS") during your first year of employment
with the Company. You and the Company will agree upon performance criteria for
fiscal year 2000 which will be allocated based on the following performance
factors: Company revenue 1/3, Company profit 1/3 and MBO 1/3.

         5.       As of the date hereof, you shall be granted under the
Company's 1998 Equity Incentive Plan (the "Plan"), a nonqualified stock option
on the date of this Agreement to purchase 125,000 shares of Common Stock at the
fair market value as determined on the date of grant in accordance with the
Plan. In addition, on the first anniversary of this Agreement, you shall be
granted a second nonqualified stock option to purchase 75,000 shares of Common
Stock at the fair market value as determined on the date of grant in accordance
with the Plan, provided that you have provided continuous services to the
Company during such one year period. Such options shall become exercisable
("VEST") over a four year period, with 25% vesting after one year and the
remaining 75% on a monthly basis thereafter. The option grant shall have a ten
year term from the grant date.

         6.       The Company will reimburse you for all reasonable and
necessary expenses incurred by you in connection with the Company's business,
provided that such expenses are deductible to the Company, are in accordance
with the Company's applicable policy and are properly documented and accounted
for in accordance with the requirements of the Internal Revenue Service.

         7.       As an employee of the Company, you will have access to certain
confidential information of the Company and you may, during the course of your
employment, develop certain information or inventions which will be the property
of the Company. To protect the interests of the Company, you will need to sign
the Company's standard "Employee Invention Assignment and Confidentiality
Agreement" as a condition of your employment. We wish to impress upon you that
we do not want you to bring with you any confidential or proprietary material of
any former employer or to violate any other obligations you may have to any
former employer.

         8.       While we look forward to a long and profitable relationship,
should you decide to accept our offer, you will be an at-will employee of the
Company, which means the employment relationship can be terminated by either of
us for any reason, at any time, with or without notice. Any statements or
representations to the contrary (and, indeed, any statements contradicting any
provision in this letter) should be regarded by you as ineffective. Further,
your participation in any stock option or benefit program is not to be regarded
as assuring you of continuing employment for any particular period of time.

         9.       Please note that because of employer regulations adopted in
the Immigration Reform and Control Act of 1986, within three (3) business days
of starting your new position you will need to present documentation
demonstrating that you have authorization to work in the United States. If you
have questions about this requirement, which applies to U.S. citizens and
non-U.S. citizens alike, you may contact our personnel office.



Employment Offer
Page 3

         10.      You and the Company shall submit to mandatory binding
arbitration in any controversy or claim arising out of, or relating to, this
Agreement or any breach hereof, PROVIDED, HOWEVER, that the Company retains its
right to, and shall not be prohibited, limited or in any other way restricted
from, seeking or obtaining equitable relief from a court having jurisdiction
over the parties. Such arbitration shall be conducted in Santa Clara, California
in accordance with the National Rules For the Resolution of Employment Disputes
of the American Arbitration Association in effect at that time, and judgment
upon the determination or award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.

         11.      If any provision of this Agreement shall be found by any
arbitrator or court of competent jurisdiction to be invalid or unenforceable,
then the parties hereby waive such provision to the extent that it is found to
be invalid or unenforceable and to the extent that to do so would not deprive
one of the parties of the substantial benefit of its bargain. Such provision
shall, to the extent allowable by law and the preceding sentence, be modified by
such arbitrator or court so that it becomes enforceable and, as modified, shall
be enforced as any other provision hereof, all the other provisions continuing
in full force and effect.

         12.      The failure by either party at any time to require performance
or compliance by the other of any of its obligations or agreements shall in no
way affect the right to require such performance or compliance at any time
thereafter. The waiver by either party of a breach of any provision hereof shall
not be taken or held to be a waiver of any preceding or succeeding breach of
such provision or as a waiver of the provision itself. No waiver of any kind
shall be effective or binding, unless it is in writing and is signed by the
party against whom such waiver is sought to be enforced.

         13.      This Agreement and all rights hereunder are personal to you
and may not be transferred or assigned by you at any time. The Company may
assign its rights, together with its obligations hereunder, to any parent,
subsidiary, affiliate or successor, or in connection with any sale, transfer or
other disposition of all or substantially all of its business and assets,
PROVIDED, HOWEVER, that any such assignee assumes the Company's obligations
hereunder.

         14.      All sums payable to you hereunder shall be reduced by all
federal, state, local and other withholding and similar taxes and payments
required by applicable law.

         15.      This Agreement constitutes the entire and only agreement
between the parties relating to employment of you with the Company, and other
than the Non-competition Agreement dated as of the date hereof, this Agreement
supersedes and cancels any and all previous contracts, arrangements or
understandings with respect thereto.

         16.      This Agreement may be amended, modified, superseded, canceled,
renewed or extended only by an agreement in writing executed by both parties
hereto.

         17.      All notices and other communications required or permitted
under this Agreement shall be in writing and hand delivered, sent by facsimile,
sent by certified first class mail, postage pre-paid, or sent by nationally
recognized express courier service. Such notices and other communications shall
be effective upon receipt if hand delivered or sent by facsimile, five (5)



Employment Offer
Page 4

days after mailing if sent by mail, and one (l) day after dispatch if sent by
express courier, to the following addresses, or such other addresses as any
party shall notify the other parties:

                     If to the Company:     Integrated Systems, Inc.
                                            201 Moffett Park Drive
                                            Sunnyvale, California 94089
                                            Facsimile: (408) 542-1959
                                            Attention: Chief Financial Officer

                     If to you:             James E. Challenger
                                            777 Prospect Avenue
                                            Winnetka, Illinois 60093

         18. This Agreement shall be binding upon, and inure to the benefit of,
the successors and personal representatives of the respective parties hereto.

         19. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original but all of which, taken together,
constitute one and the same agreement.

         20. This Agreement and the rights and obligations of the parties hereto
shall be construed in accordance with the laws of the State of California,
without giving effect to the principles of conflict of laws.

         21. If you decide to accept our offer, and I hope you will, please sign
the enclosed copy of this letter in the space indicated and return it to me.
Your signature will acknowledge that you have read and understood and agreed to
the terms and conditions of this offer letter and the attached documents, if
any. Should you have anything else that you wish to discuss, please do not
hesitate to call me.

         We look forward to the opportunity to welcome you to the Company.

                                                 Very truly yours,

                                                 INTEGRATED SYSTEMS, INC.

                                                 /s/ Charles M. Boesenberg
                                                 -----------------------------
                                                 Charles Boesenberg, President


I have read and understood this offer letter and hereby acknowledge, accept and
agree to the terms set forth above.


/s/ James E. Challenger                          Date signed:
- -------------------------------                              ------------------
James E. Challenger

EX-10.02

                                                                   EXHIBIT 10.02


                            NON-COMPETITION AGREEMENT


                  This Non-Competition Agreement (this "AGREEMENT") is made and
entered into as of July 15, 1999 (the "EXECUTION DATE") by and between
Integrated Systems, Inc., a California corporation (the "COMPANY"), and James E.
Challenger ("SHAREHOLDER").

                                 R E C I T A L S

                  A.       The Company and Software Development Systems, Inc.,
an Illinois corporation ("SDS"), have entered into an Agreement and Plan of
Reorganization dated as of July 15, 1999 (the "PLAN"), pursuant to which SDS
will merge with a subsidiary of the Company in a statutory merger (the
"MERGER"), pursuant to the terms and conditions set forth in the Plan and
applicable law. Capitalized terms that are used in this Agreement and are not
defined herein shall have the same meanings that such terms have in the Plan.

                  B.       Upon the effectiveness of the Merger, the outstanding
Common Stock of SDS will be converted into shares of the Company Common Stock,
in the manner and on the basis set forth in the Plan.

                  C.       Shareholder is a principal shareholder of SDS, owns
Common Stock of SDS and is an officer and key employee of SDS, and upon the
effectiveness of the Merger, will receive shares of the Company Common Stock
having substantial value by virtue of the exchange of Shareholder's SDS shares
in the Merger. Shareholder's talents and abilities are critical to SDS's ability
to successfully carry on its business.

                  D.       One of the material conditions precedent to the
obligation of the Company to consummate the Merger under the Plan is that
Shareholder has executed, entered into and is bound by this Agreement with the
Company. Shareholder is therefore entering into this Agreement as a material
inducement and consideration to the Company to enter into the Plan, to issue the
consideration payable to the SDS shareholders in the Merger, to consummate the
Merger and for the other consideration stated herein.

                  E.       Shareholder is also receiving additional
consideration as set forth in this Agreement.

                  NOW, THEREFORE, in consideration of the facts stated in the
foregoing recitals and the promises made herein, the Company and Shareholder
hereby agree as follows:

                  1.       EFFECTIVENESS OF OBLIGATIONS. This Agreement shall
become effective if and only if the Merger is consummated on or before July 31,
1999, and shall become effective upon the date that the Merger is consummated
and becomes legally effective (such date being hereinafter referred to as the
"EFFECTIVE TIME").




                  2.     CERTAIN DEFINITIONS.

                           (a)      COVENANT PERIOD. As used herein, the term
"COVENANT PERIOD" means that period of time commencing on the Effective Time and
ending on the LATER of (i) the fourth (4th) anniversary of the Effective Time;
or (ii) the "Termination Date" (as defined herein). The "TERMINATION DATE" means
the first date following the Effective Time that Shareholder is not employed by
the Company, the Surviving Corporation or any Affiliate (as defined herein) of
the Company or the Surviving Corporation.

                           (b)      ENGAGING IN BUSINESS. As used in Section 3
of this Agreement, each of the following activities, without limitation, shall
be deemed to constitute "ENGAGING IN A BUSINESS": to engage in, carry on, work
with, be employed by, consult for, invest in, solicit customers for, have an
interest in, advise, lend money to, guarantee the debts or obligations of,
contribute, sell or license intellectual property to, or permit one's name or
any part thereof to be used in connection with, any enterprise or endeavor,
either individually, in partnership or in conjunction with any person, firm,
association, partnership, limited liability company, corporation or other
business, whether as principal, agent, shareholder, partner, member, director,
officer, employee, consultant, or in any other manner whatsoever. Nothing
contained in this Agreement shall prohibit Shareholder from (i) being employed
by or serving as a consultant to the Company (or any other Affiliate, as defined
below, of the Company), (ii) acquiring or holding at any one time less than one
percent (1%) of the outstanding securities of any publicly traded company, or
(iii) acquiring or holding an interest in a mutual fund, limited partnership,
venture capital fund or similar investment entity of which Shareholder is not an
employee, officer or general partner and has no power to make, participate in or
directly influence the investment decisions of such mutual fund, limited
partnership, venture capital fund or investment entity.

                           (c)      SURVIVING CORPORATION. As used herein, the
term "SURVIVING CORPORATION" means the surviving corporation of the Merger.

                  3.       NON-COMPETITION AND NON-SOLICITATION COVENANTS.

                           (a)      NON-COMPETITION. Shareholder hereby
covenants and agrees with the Company that, during the Covenant Period,
Shareholder shall not, whether directly or indirectly, engage in any business
that is directly or indirectly competitive with or similar to any of the
businesses conducted by SDS, the Company or any entity in which the Company
holds a majority of the voting power prior to the Effective Time in any county
in the State of California, in the State of Illinois, or in any other state,
territory or possession of the United States or any country in which SDS has
conducted business, or in which the Company or the Surviving Corporation
conducts or has conducted business (including, without limitation, any county,
state, territory, possession or country in which any customer of SDS, the
Surviving Corporation or the Company is located or in which SDS, the Surviving
Corporation or the Company has solicited business).

                           (b)      NON-SOLICITATION OF CUSTOMERS. In addition
to, and not in limitation of, the non-competition covenants of Shareholder in
Section 3(a) above, Shareholder agrees with


                                       2



the Company that, during the Covenant Period, Shareholder will not, either for
Shareholder or for any other person or entity, directly or indirectly, solicit
business from, or attempt to sell, license or provide the same or similar
products or services as are now provided by the Company or the Surviving
Corporation or any of their Affiliates (as defined below) to any of its
customers. Shareholder hereby acknowledges that the identities, addresses, and
business needs of the past, current, prospective clients and customers of the
Company, SDS, the Surviving Corporation and their Affiliates are confidential
and proprietary information and trade secrets of the Company and the Surviving
Corporation, respectively, and that this Agreement imposes on Shareholder a duty
not to disclose such information or use such information to the detriment of the
Company or the Surviving Corporation or their Affiliates in violation of this
Agreement. As used in this Agreement, the term "AFFILIATE" will have the meaning
given to such term in Rule 405 of Regulation C promulgated under the Securities
Act of 1933, as amended, and refers both to a present and future Affiliate.

                           (c)      NON-SOLICITATION OF EMPLOYEES. In addition
to, and not in limitation of, the non-competition covenants of Shareholder in
Section 3(a) above, Shareholder agrees with the Company that, during the
Covenant Period, Shareholder will not, either for Shareholder or for any other
person or entity, directly or indirectly, solicit, induce or attempt to induce
any employee of the Company, the Surviving Corporation or any of their
Affiliates to terminate his or her employment with the Company, the Surviving
Corporation or any of their Affiliates.

                  4.       ADDITIONAL CONSIDERATION. As additional consideration
for the covenants herein, so long as Shareholder is in compliance with this
Agreement, Company agrees to pay Shareholder One Million Dollars ($1,000,000) at
the Closing.

                  5.       CONFIDENTIALITY. Shareholder agrees with the Company
not to disclose, communicate, use to the detriment of the Company, SDS, the
Surviving Corporation or any of their respective Affiliates, or for the benefit
of any other person, or misuse in any way, any confidential information or trade
secrets of the Company, SDS, the Surviving Corporation or any of their
respective Affiliates (including but not limited to confidential information and
trade secrets of SDS acquired by the Company in the Merger), including, without
limitation, personnel information, secret processes, software, know-how,
customer or supplier lists, formulae, or other technical data. Shareholder
acknowledges and agrees with the Company that all such confidential information
and trade secrets previously received or to be received by Shareholder from SDS,
the Company, the Surviving Corporation or any of their respective Affiliates was
or will be received by Shareholder in confidence and as a fiduciary. Nothing in
this Section 5 will affect the rights of Shareholder with respect to any
information that (i) is or becomes part of the public domain through no fault of
Shareholder, (ii) is disclosed to third parties by the Company or the Surviving
Corporation or any of their respective Affiliates without restrictions on the
disclosure thereof, or (iii) is required to be disclosed by law. If Shareholder
becomes an employee of the Company, the Surviving Corporation or any other
Affiliate of the Company as a result of the Merger, Shareholder agrees to
execute and deliver any standard invention assignment and confidentiality
agreement normally required for the Company employees.


                                       3



                  6.       OPINION OF THE COMPANY. If Shareholder desires to
engage in any activity and is uncertain whether such activity is prohibited by
this Agreement, then Shareholder shall describe the proposed activity in detail
in a written notice to the Company delivered by personal delivery or by first
class certified or registered mail, return receipt requested, addressed to the
Company's President or Chief Executive Officer. The Company shall have thirty
(30) days after receipt of such notice during which to advise Shareholder
whether the Company believes that the proposed activity is prohibited by this
Agreement. If the Company fails to notify Shareholder of its determination
during such thirty (30) day period, or if the Company notifies Shareholder that
it has no objection to all or a portion of the proposed activity, then
Shareholder may engage in all or such portion of such activity, as the case may
be, without any liability to the Company under this Agreement.

                  7.       SEVERABILITY. The scope and effect of the covenants
of Shareholder in this Agreement shall be as broad in time (but not, as regards
the covenants contained in Section 3 of this Agreement, beyond the applicable
time periods set forth therein), geography and in all other respects as is
permitted by applicable law. Should a court or other body of competent
jurisdiction determine that any term or provision of this Agreement is excessive
in scope or duration or is unenforceable, then such term or provision shall not
be voided or made unenforceable, but rather shall be modified so as to be
enforceable, in accordance with the purposes stated in the preceding sentence
and with applicable law, and all other terms and provisions of this Agreement
shall remain valid and fully enforceable.

                  8.       REMEDIES. Shareholder acknowledges and agrees with
the Company that damages would not adequately compensate the Company if
Shareholder were to breach any of covenants of Shareholder contained in this
Agreement. Consequently, Shareholder agrees that in the event of any such
breach, the Company shall be entitled, in addition to any other remedies, to
enforce this Agreement by means of an injunction or other equitable relief.

                  9.       SURVIVING CORPORATION IS THIRD PARTY BENEFICIARY.
Shareholder and the Company acknowledge and agree that the Surviving Corporation
is an intended third party beneficiary of this Agreement insofar as the
Surviving Corporation may seek to enforce Shareholder's obligations under this
Agreement against Shareholder; PROVIDED, HOWEVER, that the Surviving Corporation
may act to enforce this Agreement only with the Company's prior written consent.

                  10.      SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the benefit of the successors and assigns of the Company, including any
successor to or assignee of all or substantially all of the business and assets
of the Company or any other parts of the business or assets of the Company or
the Surviving Corporation. This Agreement and the rights and obligations of
Shareholder hereunder shall not be assignable, delegable or transferable by
Shareholder in any respect.

                  11.      COSTS OF ENFORCEMENT. If any party to this Agreement
seeks to enforce its rights under this Agreement by legal proceedings or
otherwise, the non-prevailing party shall pay


                                       4



all costs and expenses incurred by the prevailing party, including, without
limitation, all reasonable attorneys' and experts' fees.

                  12.      ENTIRE AGREEMENT. This Agreement contains all of the
terms and conditions agreed upon by the parties relating to the subject matter
of this Agreement and, effective upon the Effective Time of the Merger, shall
supersede any and all prior and contemporaneous agreements (including any
non-competition agreements between Shareholder and SDS), negotiations,
correspondence, understandings and communications of the parties, whether oral
or written, respecting that subject matter (EXCEPT for any invention assignment
and/or confidentiality agreement that Shareholder may execute pursuant to
Section 5 hereof and the employment agreement by Shareholder with the Company
dated as of the date hereof).

                  13.      APPLICABLE LAW. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of California,
excluding that body of law pertaining to conflicts of laws.

                  14.      NOTICES. All notices and other communications
required or permitted under this Agreement will be in writing and hand
delivered, sent by facsimile, sent by certified first class mail, postage
pre-paid, or sent by nationally recognized express courier service. Such notices
and other communications will be effective upon receipt if hand delivered or
sent by facsimile, five (5) days after mailing if sent by mail, and one (1) day
after dispatch if sent by facsimile (with electronic acknowledgment of
successful transmission) or express courier, to the following addresses, or such
other addresses as any party may notify the other parties in accordance with
this Section:

If to the Company:                              With a copy to:

         Integrated Systems, Inc.               Fenwick & West LLP
         201 Moffett Park Drive                 Two Palo Alto Square, Suite 800
         Sunnyvale, California 94089            Palo Alto, California 94306
         Attention: President                   Attention: Fred M. Greguras
         Facsimile: (408) 542-1959              Facsimile: (650) 494-1417

If to Shareholder:

         777 Prospect Avenue
         Winnetka, Illinois 60093

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
only be effective upon receipt.

                  15. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which will be deemed an original but all of which, taken
together, constitute one and the same agreement.


                                       5



                  IN WITNESS WHEREOF, Shareholder and the Company have executed
this Agreement as of the date set forth in the first paragraph of this
Agreement.


INTEGRATED SYSTEMS, INC.                 SHAREHOLDER


By: /s/ CHARLES M. BOESENBERG            /s/ JAMES E. CHALLENGER
   ---------------------------           ---------------------------------
Title: PRESIDENT & CEO
      ------------------------

                 [SIGNATURE PAGE FOR NON-COMPETITION AGREEMENT]


                                       6