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                                                                     EXHIBIT 4.3


                         REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of
January 25, 2000 by and between Iteris, Inc., a Delaware corporation (the
"Company"), and DaimlerChrysler Venture GmbH (the "Holder").

                                    RECITALS

     A.   The Company has agreed to issue a Subordinated Convertible Note, dated
of even date herewith (the "Note"), to the Holder that shall automatically
convert into shares of Common Stock of the Company upon certain events described
in the Note.

     B.   In connection with the issuance of the Note, the Company and the
Holder desire to enter into this Agreement whereby the Holder will be granted
the rights herein.

                                   AGREEMENT

     NOW THEREFORE, in consideration of the premises and the mutual agreements,
covenants and conditions and releases contained herein, the Company and the
Holder hereby agree as follows:

     1.   Registration Rights.  The Company hereby grants to the Holder the
registration rights set forth in this Section 1, with respect to the Registrable
Shares (as defined below) owned by the Holder.  The Company and the Holder agree
that the registration rights provided herein set forth the sole and entire
agreement on the subject matter between the Company and the Holder.

          1.1  Definitions.  As used in this Section 1:
               (a)  The term "Holder" means any person owning or having the
right to acquire Registrable Shares or any assignee thereof in accordance with
Section 1.9 hereof.

               (b)  The terms "register," "registered," and "registration" refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act and the applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.

               (c)  The term "Registrable Shares" means and includes (i) the
shares of Common Stock of the Company issued or issuable upon conversion of the
Note and (ii) any Common Stock of the Company issued, or issuable upon the
conversion or exercise of any warrant, right or other security which is issued,
as a result of a stock split, dividend or other distribution with respect to or
in exchange for or in replacement of the shares referenced in (i) above,
excluding in all cases, however, any Registrable Shares sold by a person in a
transaction in which his or her rights under Section 1 are not assigned and any
Registrable Shares which may be sold under Rule 144(k) of the Securities Act, or
any successor rule thereto.

               (d)  The term "Securities Act" means the Securities Act of 1933,
as amended.

               (e)  The term "Public Offering" means and includes the closing of
an underwritten public offering by the Company of shares of its Common Stock
pursuant to an effective
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registration statement under the Securities Act, other than a registration
relating solely to a transaction under Rule 145 thereof (or any successor
thereto) or to an employee benefit plan of the Company, which results in
aggregate proceeds to the Company of at least $10 million.

               (f)  The term "Form S-3" means such form under the Securities Act
as in effect on the date hereof or any successor form under the Securities Act.

          1.2  "Piggy Back" Registration.

               (a)  If the Company shall determine to register under the
Securities Act any of its Common Stock (other than a registration relating
solely to the sale of securities pursuant to a merger or acquisition transaction
or to participants in a Company employee benefit plan, a registration on any
form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Shares, a registration in which the only Common Stock being
registered is common stock issuable upon conversion of debt securities which are
also being registered or a registration relating to the Company's initial Public
Offering), the Company shall (i) promptly give the Holder written notice of such
registration in accordance with Section 3.5; and (ii) use its commercially
reasonable best efforts to include in such registration statement all or any
part of the Registrable Shares that the Holder requests to be registered as
specified in a written request made by the Holder and received by the Company
within 10 days after the written notice from the Company described in clause (i)
above is mailed by the Company.

               (b)  Notwithstanding any other provision of this Section 1.2, if
the underwriter determines that marketing factors require a limitation on the
number of shares to be underwritten, the underwriter may limit the number of
Registrable Shares to be included in the registration and underwriting, or may
exclude Registrable Shares entirely from such registration and underwriting
subject to the terms of this Section 1.2. In such event, the Company shall so
advise the Holder of securities requesting registration, and the number of
shares of such securities, including Registrable Shares, that may be included in
the registration and underwriting shall be allocated in the following manner:
first, all shares requested to be included in such registration by other
stockholders pursuant to demand registration rights granted to such persons or
by the Company pursuant to a registration initiated by the Company, and second,
all shares requested to be included by the Holder and other stockholders having
piggyback registration rights, pro rata based on the number of shares that each
such person is entitled to request registration. For purposes of the preceding
apportionment, for any selling stockholder who is a holder of Registrable Shares
and is a partnership or corporation, the partners, retired partners and
stockholders of such holder, or the estates and family members of any such
partners and retired partners and any trusts for the benefit of any of the
foregoing persons shall be deemed to be a single "selling stockholder," and any
pro rata reduction with respect to such "selling stockholder" shall be based
upon the aggregate amount of shares carrying registration rights owned by all
entities and individuals included in such "selling stockholder," as defined in
this sentence.

          1.3  Registration on Form S-3. In case the Company shall receive a
written request or requests from the Holder that the Company effect a
registration on Form S-3 (or any similar form promulgated by the Securities and
Exchange Commission) and any related qualification or compliance with respect to
all or a part of the Registrable Shares owned by the Holder, the Company will:

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<PAGE>

               (a)  as soon as practicable, use its commercially reasonable best
efforts to effect such registration and all such qualifications and compliances
as may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of the Holder's Registrable Shares as are
specified in such request; provided, however, that the Company shall not be
obligated to effect any such registration, qualification or compliance, pursuant
to this Section 1.3: (1) if Form S-3 is not available for such offering by the
Holder; (2) if the Company shall furnish to the Holder a certificate signed by
the President of the Company stating that in the good faith judgment of the
Board of Directors of the Company, it would be seriously detrimental to the
Company and its stockholders for such Form S-3 Registration to be effected at
such time, in which event the Company shall have the right to defer the filing
of the Form S-3 registration statement for a period of not more than 180 days
after receipt of the request of the Holder under this Section 1.3; provided,
however, that the Company shall not utilize this right more than twice in any
twelve month period; (3) if such Form S-3 Registration covers an offering of
less than $2,000,000 of Registrable Shares; (4) if the Company has, within the
12 month period preceding the date of such request, already effected two
registrations of Form S-3 for the Holder pursuant to this Section 1.3; (5) if
the Company has already affected four registrations on Form S-3 for the Holder
pursuant to this Section 1.3; or (6) in any particular jurisdiction in which the
Company would be required to qualify to do business or to execute a general
consent to service of process in effecting such registration, qualification or
compliance.

               (b)  Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Shares and other securities so
requested to be registered as soon as practicable after receipt of the request
or requests of the Holder.

          1.4  Obligations of the Company. Whenever required under this Section
1 to effect the registration of any Registrable Shares, the Company shall, as
expeditiously as reasonably possible:

               (a)  Prepare and file with the SEC a registration statement with
respect to such Registrable Shares and use its commercially reasonable best
efforts to cause such registration statement to become effective, and, upon the
request of the Holder, keep such registration statement effective for a period
of up to 9 months or until the distribution contemplated in the Registration
Statement has been completed, provided, however, that (i) such 9 month period
shall be extended for a period of time equal to the period the Holder refrains
from selling any securities included in such registration at the request of an
underwriter of Common Stock (or other securities) of the Company; and (ii) in
the case of any registration of Registrable Shares on Form S-3 which are
intended to be offered on a continuous or delayed basis, such 9 month period
shall be extended, if necessary, to keep the registration statement effective
until the earlier to occur of (A) 18 months following the effectiveness of the
registration statement, or (B) all such Registrable Shares are sold, provided
that Rule 415, or any successor rule under the Securities Act, permits an
offering on a continuous or delayed basis, and provided further that applicable
rules under the Securities Act governing the obligation to file a post-effective
amendment permit, in lieu of filing a post-effective amendment which (I)
includes any prospectus required by Section 10(a)(3) of the Securities Act or
(II) reflects facts or events representing a material or fundamental change in
the information set forth in the registration statement, the incorporation by
reference of information required to be included in (I) and (II) above to be
contained in periodic reports filed pursuant to Section 13 or 15(d) of the
Exchange Act in the registration statement.

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               (b)  Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus contained therein
as and to the extent necessary to comply with the Securities Act and any
applicable state securities statute or regulation.

               (c)  Furnish to the Holder such copies of each preliminary and
final prospectus, and such other documents as the Holder may reasonably request
to facilitate the disposition of Registrable Shares owned by the Holder.

               (d)  Use its commercially reasonable 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 the Holder; provided, however, that the Company 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 except as may be required by the Securities Act.

               (e)  In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. The Holder shall
also enter into and perform its obligations under such an agreement.

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

               (g)  Cause all such Registrable Shares registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed.

               (h)  Provide a transfer agent and registrar for all Registrable
Shares registered pursuant hereunder and a CUSIP number for all such Registrable
Shares, in each case not later than the effective date of such registration.

               (i)  Use its commercially reasonable best efforts to furnish, at
the request of the Holder requesting registration of Registrable Shares pursuant
to this Section 1, on the date that such Registrable Shares are delivered to the
underwriters for sale in connection with a registration pursuant to this Section
1, if such securities are being sold through underwriters, or, if such
securities are not being sold through underwriters, on the date that the
registration statement with respect to such securities becomes effective:

                    (i)  an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holder; and

                    (ii) a letter dated such date, from the independent
certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering,

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addressed to the underwriters, if any, and to the Holder; provided that the
applicable professional accounting rules and regulations permit such a letter to
be delivered.

               (j)  Permit the Holder or its counsel or other representatives to
inspect and copy such corporate documents and records as may reasonably be
requested by them; and

               (k)  Furnish the Holder, upon request, a copy of all documents
filed and all correspondence from or to the Securities and Exchange Commission
(the "SEC") in connection with any such offering unless confidential treatment
of such information has been requested of the SEC.

          1.5  Information by the Holder. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Shares of the Holder that the Holder shall
furnish to the Company such information regarding itself, the Registrable Shares
held by it, and the intended method of disposition of such securities as shall
be required to effect the registration of the Holder's Registrable Shares.

          1.6  Indemnification.

               (a)  Indemnification of Holder. In the event that the Company
registers any of the Registrable Shares under the Securities Act, to the extent
permitted by law, the Company will indemnify and hold harmless the Holder and
each underwriter of the Registrable Shares so registered (including any broker
or dealer through whom such shares may be sold) and each person, if any, who
controls the Holder or any such underwriter within the meaning of Section 15 of
the Securities Act from and against any and all losses, claims, damages,
expenses or liabilities (or any action in respect thereof), joint or several, to
which they or any of them become subject under the Securities Act or other
federal or state law or at common law or otherwise, and, except as hereinafter
provided, will reimburse the Holder, each such underwriter and each such
controlling person, if any, for any legal or other expenses reasonably incurred
by them or any of them, as such expenses are incurred, in connection with
investigating or defending any actions whether or not resulting in any
liability, insofar as such losses, claims, damages, expenses, liabilities or
actions arise out of or are based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in the registration statement, in
any preliminary or final prospectus contained therein (or the registration
statement or prospectus as from time to time amended or supplemented by the
Company); (ii) arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary in
order to make the statements therein not misleading; or (iii) any violation by
the Company of the Securities Act, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), a state securities law or any rule or regulation
under the Securities Act, the Exchange Act or any state securities law;
provided, however, that the indemnity contained in this Section 1.6(a) will not
apply where such untrue statement or omission was made in such registration
statement, preliminary or amended, preliminary prospectus or prospectus in
reliance upon and in conformity with information furnished in writing to the
Company in connection therewith by the Holder of Registrable Shares, any such
underwriter or any such controlling person expressly for use therein. Promptly
after receipt by the Holder of Registrable Shares, any underwriter or any
controlling person of notice of the commencement of any action in respect of
which indemnity may be sought against the Company, the Holder of Registrable
Shares, or such underwriter or such controlling person, as the case may be, will
notify the Company in writing of the commencement thereof, and, subject to the
provisions hereinafter stated, the Company shall assume the defense of such
action (including the employment of counsel, who shall be counsel reasonably
satisfactory to

                                       5
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the Holder of Registrable Shares, such underwriter or such controlling person,
as the case may be), and the payment of expenses insofar as such action shall
relate to any alleged liability in respect of which indemnity may be sought
against the Company. The Holder of Registrable Shares, any such underwriter or
any such controlling person shall have the right to employ separate counsel in
any such action and to participate in the defense thereof in the event the
representation of the Holder, underwriter or controlling person by counsel
retained by or on the behalf of the Company would be inappropriate due to
conflicts of interest between any such person and any other party represented by
such counsel in such proceeding or action, in which case the Company shall pay,
as incurred, the fees and expenses of such separate counsel. The Company shall
not be liable to indemnify any person under this Section 1.6(a) for any
settlement of any such action effected without the Company's consent (which
consent shall not be unreasonably withheld). The Company shall not, except with
the approval of each party being indemnified under this Section 1.6(a) (which
approval will not be unreasonably withheld), consent to entry of any judgment or
enter into any settlement that does not include as an unconditional term thereof
the giving by the claimant or plaintiff to the parties being so indemnified of a
release from all liability in respect to such claim or litigation.

               (b)  Indemnification of Company. In the event that the Company
registers any of the Registrable Shares under the Securities Act, to the extent
permitted by law, the Holder of the Registrable Shares so registered will
indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the registration statement, each underwriter of the
Registrable Shares so registered (including any broker or dealer through whom
any of such shares may be sold) and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act from and against
any and all losses, claims, damages, expenses or liabilities (or any action in
respect thereof), joint or several, to which they or any of them may become
subject under the Securities Act or under any other statute or at common law or
otherwise, and, except as hereinafter provided, will reimburse the Company and
each such director, officer, underwriter or controlling person for any legal or
other expenses reasonably incurred by them or any of them, as such expenses are
incurred, in connection with investigating or defending any actions whether or
not resulting in any liability, insofar as such losses, claims, damages,
expenses, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement, in any preliminary or amended preliminary prospectus or
in the prospectus (or the registration statement or prospectus as from time to
time amended or supplemented) or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, but only
insofar as any such statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Company in connection
therewith by the Holder, expressly for use therein; provided, however, that the
Holder's obligations hereunder shall be limited to an amount equal to the
proceeds to the Holder of the Registrable Shares sold in such registration.
Promptly after receipt of notice of the commencement of any action in respect of
which indemnity may be sought against the Holder of Registrable Shares, the
Company will notify the Holder of Registrable Shares in writing of the
commencement thereof, and the Holder of Registrable Shares shall, subject to the
provisions hereinafter stated, assume the defense of such action (including the
employment of counsel, who shall be counsel satisfactory to the Company) and the
payment of expenses insofar as such action shall relate to the alleged liability
in respect of which indemnity may be sought against the Holder of Registrable
Shares. The Company and each such director, officer, underwriter or controlling
person shall have the right to employ separate counsel in any such action and to
participate in the defense thereof in the event the representation of the
Company, any of its officers or directors or any underwriter or controlling
person by counsel retained by or on the behalf of the Holder would be
inappropriate due to conflicts of interest between any such person and any

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other party represented by such counsel in such proceeding or action, in which
case the Holder shall pay, as incurred, the fees and expenses of such separate
counsel. Notwithstanding the two preceding sentences, if the action is one in
which the Company may be obligated to indemnify the Holder of Registrable Shares
pursuant to Section 1.6, the Company shall have the right to assume the defense
of such action, subject to the right of the Holder to participate therein as
permitted by Section 1.6. The Holder shall not be liable to indemnify any person
for any settlement of any such action effected without the Holder's consent
(which consent shall not be unreasonably withheld). The Holder shall not, except
with the approval of the Company (which approval shall not be unreasonably
withheld), consent to entry of any judgment or enter into any settlement that
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to the party being so indemnified of a release from all liability in
respect to such claim or litigation.

               (c)  Contribution. If the indemnification provided for in Section
1.6 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or expense
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage, or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

          1.7  Exchange Act Registration. With a view to making available to the
Holder the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit the Holder to
sell securities of the Company to the public without registration or pursuant to
a registration on Form S-3, the Company agrees to:

               (a)  use its commercially reasonable best efforts to make and
keep public information available, as those terms are understood and defined in
SEC Rule 144, at all times after 90 days after the effective date of the first
registration statement filed by the Company for the offering of its securities
to the general public;

               (b)  take such reasonable action, including the voluntary
registration of its common stock under Section 12 of the Exchange Act, as is
necessary to enable the Holder to utilize Form S-3 for the sale of their
Registrable Shares, such action to be taken as soon as practicable after the end
of the fiscal year in which the first registration statement filed by the
Company for the offering of its securities to the general public is declared
effective;

               (c)  file on a timely basis with the SEC all information that the
Commission may require under either of Section 13 or Section 15(d) of the
Exchange Act and, so long as it is required to file such information, take all
action that may be required as a condition to the availability of Rule 144 under
the Securities Act (or any successor exemptive rule hereinafter in effect) with
respect to the Company's common stock;

                                       7
<PAGE>

               (d)  furnish to the Holder, so long as the Holder owns any
Registrable Shares, forthwith upon request (i) a written statement by the
Company as to its compliance with the reporting requirements of Rule 144, (ii) a
copy of the most recent annual or quarterly report of the Company as filed with
the SEC, and (iii) any other reports and documents that the Holder may
reasonably request in availing itself of any rule or regulation of the SEC
allowing the Holder to sell any such Registrable Shares without registration.

          1.8  Expenses. In the case of a registration under Sections 1.2 or 1.3
the Company shall bear all costs and expenses in connection with registrations,
filings or qualifications pursuant to each such registration, including, but not
limited to, printing, legal and accounting expenses, SEC filing fees and "blue
sky" fees and expenses (including reasonable fees and disbursements of counsel
for the Company in its capacity as counsel to the Holder hereunder; provided,
however, if Company counsel does not make itself available for this purpose, the
Company will pay the reasonable fees and disbursements of one special counsel
for the Holder selected by Holder); provided, however, that the Company shall
have no obligation to pay or otherwise bear (i) any portion of the underwriter's
commissions or discounts or stock transfer taxes attributable to the Registrable
Shares being offered and sold by the Holder of Registrable Shares, or (ii) any
of such expenses if the payment of such expenses by the Company is prohibited by
the laws of a state in which such offering is qualified and only to the extent
so prohibited; provided, however, that the Company shall not be required to pay
for any expenses of any registration proceeding begun pursuant to Section 1.3 if
the registration request is subsequently withdrawn at the request of the Holder.

          1.9  Transfer of Registration Rights. The registration rights of the
Holder of Registrable Shares under this Agreement may be transferred to any
transferee provided (a) that the transferee receives all of the Registrable
Shares held by the Holder; (b) the transferee is bound by the terms of this
Agreement; and (c) the Company is given prompt written notice of such transfer.
Notwithstanding the foregoing, the registration rights of the Holder under this
Agreement may not be transferred to an entity, or a person controlled by, under
common control with or controlling such entity, which is a direct competitor of
the Company.

          1.10  Market Stand-Off Agreement. Provided that the Holder is treated
equally and all officers and directors of the Company are also so bound, the
Holder shall, to the extent requested by the Company or any managing underwriter
of the Company, sell or otherwise transfer or dispose of (other than to donees
who agree to be similarly bound) any Registrable Shares during a period (the
"Stand-Off Period") equal to 180 days following the effective date of a
registration statement of the Company filed under the Securities Act (or such
shorter period as the Company or managing underwriter may authorize) or 120 days
in the case of secondary offerings, except for securities sold as part of the
offering covered by such registration statement in accordance with the
provisions of this Agreement. In order to enforce the foregoing covenant, the
Company may impose stock transfer restrictions with respect to the Registrable
Shares of the Holder until the end of the Stand-Off Period.

     Notwithstanding the foregoing, the obligations described in this Section
1.10 shall not apply to a registration relating solely to employee benefit plans
on Form S-1 or Form S-8 or similar forms which may be promulgated in the future,
or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or
similar forms which may be promulgated in the future.

          1.11  Termination of Registration Rights. The obligations of the
Company to register any Holder's Registrable Shares pursuant to this Section 1
shall terminate on the earlier of

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(i) five years after the Company's first underwritten public offering, or (ii)
with respect to any Holder of registration rights, at such time as all
Registrable Shares of the Holder may be sold within a three month period
pursuant to Rule 144 or (iii) at such time as the Holder holds Registrable
Shares constituting less than one percent of the outstanding voting stock of the
Company.

     2.   Miscellaneous

          2.1  Assignability. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the respective
heirs, successors and assigns of the parties hereto. Nothing in this Agreement
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.

          2.2  Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California.

          2.3  Amendment. Any term 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 with the
written consent of the Company and the Holder of a majority of the Registrable
Shares then outstanding. Any amendment or waiver effected in accordance with
this paragraph shall be binding upon each holder of any Registrable Shares then
outstanding, each future holder of all such Registrable Shares, and the Company.

          2.4  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

          2.5  Notice. Unless otherwise provided, any notice required or
permitted under this Agreement shall be in writing, shall be effective upon
receipt or, if earlier, (i) five (5) days after deposit with the U.S. postal
service or other applicable postal service, if delivered by first class mail,
postage prepaid, (ii) upon delivery, if delivered by hand, (iii) one (1)
business day after the day of deposit with Federal Express or similar overnight
courier, freight prepaid, if delivered by overnight courier or (iv) one (1)
business day after the day of facsimile transmission, if delivered by facsimile
transmission with copy by first class mail, postage prepaid, and shall be
addressed as follows:

If to Holder, to:                             Alexander Nediger
                                              DaimlerChrysler Venture GmbH
                                              ___________________________
                                              ___________________________

     with a copy to:                          Klaus Burmeister
                                              Baker & MacKenzie
                                              ___________________________
                                              ___________________________

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If to the Company, to:                    Jack Johnson
                                          Iteris, Inc.
                                          1515 S. Mancester Avenue
                                          Anaheim, CA 92802
                                          Fax:  (714) 780-7857

     with a copy to:                      K.C. Schaaf, Esq.
                                          Stradling Yocca Carlson & Rauth
                                          660 Newport Center Drive, Suite 1600
                                          Newport Beach, CA  92660
                                          Fax:  (949) 725-4100

          Each of the parties herewith shall be entitled to specify another
address by giving notice as aforesaid to each of the other parties hereto.

          2.6  Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

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

          2.8  Aggregation of Stock. All Registrable Shares held or acquired by
affiliated entities or persons shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.

          2.9  Entire Agreement.  This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof.

                                       10
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                         ITERIS, INC.

                         By:  /s/ Jack Johnson
                              --------------------------------------
                              Jack Johnson, President

                         "HOLDER"

                         DAIMLERCHRYSLER VENTURE GMBH

                         By:  /s/ Dr. Marianne Tumpen
                              --------------------------------------
                              Dr. Marianne Tumpen, Managing Director


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