Optimized Transportation Management, Inc. Watch

from 10-Q 15 pages Agreement

from 8-K 9 pages Stock Purchase Agreement

from 10KSB ~10 pages Stock Purchase Agreement

from SB-1/A 1 page Second Amendment to Underwriting Agreement Dated June 27, 2002 This Second Amendment to That Certain Agreement, June 27, 2002, as Amended on June 3, 2003, Is Made This 10th Day of July, 2003, Between and Among International Test Systems, Inc., a Delaware Corporation (Hereinafter "Company") and Public Securities, Inc., a Washington Corporation (Hereinafter "Public"). Whereas, the Company and Public Entered Into an Agreement, Dated June 27, 2002 (Collectively the "Agreement"). Whereas, the Company and Public Amended Certain Portions of the Agreement on June 3, 2003; Now, Therefore, in Consideration of the Mutual Agreements Contained Herein, the Parties Hereto Further Amend the Agreement Only as to the Following Sections: Section 4, Escrow Account, (A), as Amended on June 3, 2003, Is Hereby Deleted in Its Entirety and Any Reference to the Impound Account Is Also Deleted. Agreed and Accepted: International Test Systems, Inc. By: /S/ Carey Birmingham Carey Birmingham, President Dated: July 10, 2003 Public Securities, Inc. By: /S/ William F. Ross William F. Ross, President Dated: July 10, 2003 <page>

from SB-1/A 1 page Material contract

from SB-1/A ~20 pages Material contract

from SB-1/A ~50 pages Material contract

from SB-1/A ~10 pages Material contract

from SB-1/A ~10 pages Material contract

from SB-1/A 1 page Third Amended and Restated Distributorship Agreement This Amendment, Made This 1st Day of May, 2002, by and Between Pensar Technologies, LLC, a Texas Limited Liability Company With Its Principal Place of Business at 16161 College Oak, Suite 101, San Antonio, Tx 78249 ("Pensar"); and International Test Systems, Inc., a Delaware Corporation Having Its Principal Place of Business at 16161 College Oak, Suite 101, San Antonio, Tx 78249("distributor"). Whereas, Pensar and Distributor Executed a Distributorship Agreement (The "Agreement") on June 19, 1999 for the Exclusive Sale and Marketing of a Certain Proprietary Technology That Enables the Design and Production of Hardware and Software Products That, When Coordinated, Are Used to Test and Troubleshoot Components of Printed Circuit Boards (The "Intellectual Property"); and Whereas, the Agreement Was Amended and Restated on April 15th, 2000 (The "First Amendment"); and Whereas, the Agreement Was Amended and Restated on June 1st, 2001 (The "Second Amendment"); and Whereas, Pensar and Distributor Desire to Cancel Agreement and Amendments in Their Entirety; Now, Therefore, in Consideration of the Mutual Promises, Covenants and Conditions Contained Herein, and for Such Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Agree as Follows: 1. the Distributorship Agreement and Its Amendments Are Hereby Cancelled in Their Entirety and Neither Pensar Nor Distributor Shall Have Any Further Obligations One to the Other. 2. Both Pensar and Distributor Do Hereby Mutually Indemnify and Hold Harmless One Another From Any Claims or Liabilities Which May Arise From the Agreement and/or Its Amendments. Whereas, the Parties Have Set Their Hand and Executed This Third Agreement With the Intention of Being Fully Bound Hereby. Pensar Technologies, LLC International Test Systems, Inc. By: /S/ Carey Birmingham By: /S/ Carey Birmingham - Title: President Title: President

from SB-1/A 1 page Distribution Agreement

from SB-1/A 1 page - Texas State Board of Public Accountancy [Seal of the State of Texas] the Individual or Practice Unit Identified Belo Is Licensed to Practic Public Accountancy in Texas. Identification No. Expires on Form No. Co3338-001 (V02871) 12/31/2000 00015008 Darilek, Butler & Co., P.C. Practice Unit 622 Isom Rd Ste 100 San Antonio, Tx 78216 - - Texas State Board of Public Accountancy [Seal of the State of Texas] the Individual or Practice Unit Identified Belo Is Licensed to Practic Public Accountancy in Texas. Identification No. Expires on Form No. Co3338-001 (V02871) 12/31/1999 99024069 Darilek, Butler & Co., P.C. Practice Unit 622 Isom Rd Ste 100 San Antonio, Tx 78216 - - Texas State Board of Public Accountancy [Seal of the State of Texas] the Individual or Practice Unit Identified Belo Is Licensed to Practic Public Accountancy in Texas. Identification No. Expires on Form No. Co3338-001 (V02871) 12/31/1998 98030539 Darilek, Butler & Co., P.C. Practice Unit 622 Isom Rd Ste 100 San Antonio, Tx 78216 - - Texas State Board of Public Accountancy [Seal of the State of Texas] the Individual or Practice Unit Identified Belo Is Licensed to Practic Public Accountancy in Texas. Identification No. Expires on Form No. Co3338-001 (V02871) 12/31/1997 97033392 Darilek, Butler & Co., P.C. Practice Unit 622 Isom Rd Ste 100 San Antonio, Tx 78216

from SB-1/A 1 page Consent of Independent Accountant

from SB-1 1 page Consent of Independent Accountant I Hereby Consent to the Use of My Report, Dated March 10, 1999, on the Balance Sheet of International Test Systems, Inc. as of December 31, 1998 and the Related Statements of Income [Loss], Changes in Stockholders' Equity and Cash Flows for the Years Ended December 31, 1998 and December 31, 1997, in the Registration Statement on Form Sb-1 and the Related Prospectus of International Test Systems, Inc. for the Registration of Its Common Stock, Class a Redeemable Warrants, and Class B Redeemable Warrants. /S/ Darilek Butler P.C. Darilek Butler P.C. September 28, 1999