diff --git a/include/app.h b/app/include/app.h
similarity index 100%
rename from include/app.h
rename to app/include/app.h
diff --git a/arch/arch.c b/arch/arch.c
new file mode 100644
index 00000000..23dac12e
--- /dev/null
+++ b/arch/arch.c
@@ -0,0 +1 @@
+// empty file to help build empty arch module
diff --git a/include/arch.h b/arch/include/arch.h
similarity index 100%
rename from include/arch.h
rename to arch/include/arch.h
diff --git a/include/arch/mmu.h b/arch/include/arch/mmu.h
similarity index 100%
rename from include/arch/mmu.h
rename to arch/include/arch/mmu.h
diff --git a/include/arch/mp.h b/arch/include/arch/mp.h
similarity index 100%
rename from include/arch/mp.h
rename to arch/include/arch/mp.h
diff --git a/include/arch/ops.h b/arch/include/arch/ops.h
similarity index 100%
rename from include/arch/ops.h
rename to arch/include/arch/ops.h
diff --git a/include/arch/thread.h b/arch/include/arch/thread.h
similarity index 100%
rename from include/arch/thread.h
rename to arch/include/arch/thread.h
diff --git a/arch/rules.mk b/arch/rules.mk
new file mode 100644
index 00000000..5dc4a61f
--- /dev/null
+++ b/arch/rules.mk
@@ -0,0 +1,8 @@
+LOCAL_DIR := $(GET_LOCAL_DIR)
+
+MODULE := $(LOCAL_DIR)
+
+MODULE_SRCS := $(LOCAL_DIR)/arch.c
+
+include make/module.mk
+
diff --git a/include/dev/accelerometer.h b/dev/include/dev/accelerometer.h
similarity index 100%
rename from include/dev/accelerometer.h
rename to dev/include/dev/accelerometer.h
diff --git a/include/dev/class/block.h b/dev/include/dev/class/block.h
similarity index 100%
rename from include/dev/class/block.h
rename to dev/include/dev/class/block.h
diff --git a/include/dev/class/fb.h b/dev/include/dev/class/fb.h
similarity index 100%
rename from include/dev/class/fb.h
rename to dev/include/dev/class/fb.h
diff --git a/include/dev/class/i2c.h b/dev/include/dev/class/i2c.h
similarity index 100%
rename from include/dev/class/i2c.h
rename to dev/include/dev/class/i2c.h
diff --git a/include/dev/class/netif.h b/dev/include/dev/class/netif.h
similarity index 100%
rename from include/dev/class/netif.h
rename to dev/include/dev/class/netif.h
diff --git a/include/dev/class/spi.h b/dev/include/dev/class/spi.h
similarity index 100%
rename from include/dev/class/spi.h
rename to dev/include/dev/class/spi.h
diff --git a/include/dev/class/uart.h b/dev/include/dev/class/uart.h
similarity index 100%
rename from include/dev/class/uart.h
rename to dev/include/dev/class/uart.h
diff --git a/include/dev/display.h b/dev/include/dev/display.h
similarity index 100%
rename from include/dev/display.h
rename to dev/include/dev/display.h
diff --git a/include/dev/driver.h b/dev/include/dev/driver.h
similarity index 100%
rename from include/dev/driver.h
rename to dev/include/dev/driver.h
diff --git a/include/dev/ethernet.h b/dev/include/dev/ethernet.h
similarity index 100%
rename from include/dev/ethernet.h
rename to dev/include/dev/ethernet.h
diff --git a/include/dev/fbcon.h b/dev/include/dev/fbcon.h
similarity index 100%
rename from include/dev/fbcon.h
rename to dev/include/dev/fbcon.h
diff --git a/include/dev/flash_nor.h b/dev/include/dev/flash_nor.h
similarity index 100%
rename from include/dev/flash_nor.h
rename to dev/include/dev/flash_nor.h
diff --git a/include/dev/gpio.h b/dev/include/dev/gpio.h
similarity index 100%
rename from include/dev/gpio.h
rename to dev/include/dev/gpio.h
diff --git a/include/dev/gpio_i2c.h b/dev/include/dev/gpio_i2c.h
similarity index 100%
rename from include/dev/gpio_i2c.h
rename to dev/include/dev/gpio_i2c.h
diff --git a/include/dev/gpio_keypad.h b/dev/include/dev/gpio_keypad.h
similarity index 100%
rename from include/dev/gpio_keypad.h
rename to dev/include/dev/gpio_keypad.h
diff --git a/include/dev/i2c.h b/dev/include/dev/i2c.h
similarity index 100%
rename from include/dev/i2c.h
rename to dev/include/dev/i2c.h
diff --git a/include/dev/keys.h b/dev/include/dev/keys.h
similarity index 100%
rename from include/dev/keys.h
rename to dev/include/dev/keys.h
diff --git a/include/dev/pci.h b/dev/include/dev/pci.h
similarity index 100%
rename from include/dev/pci.h
rename to dev/include/dev/pci.h
diff --git a/include/dev/uart.h b/dev/include/dev/uart.h
similarity index 100%
rename from include/dev/uart.h
rename to dev/include/dev/uart.h
diff --git a/include/dev/udc.h b/dev/include/dev/udc.h
similarity index 100%
rename from include/dev/udc.h
rename to dev/include/dev/udc.h
diff --git a/include/dev/usb.h b/dev/include/dev/usb.h
similarity index 100%
rename from include/dev/usb.h
rename to dev/include/dev/usb.h
diff --git a/include/dev/usbc.h b/dev/include/dev/usbc.h
similarity index 100%
rename from include/dev/usbc.h
rename to dev/include/dev/usbc.h
diff --git a/include/hw/mii.h b/dev/include/hw/mii.h
similarity index 100%
rename from include/hw/mii.h
rename to dev/include/hw/mii.h
diff --git a/include/hw/usb.h b/dev/include/hw/usb.h
similarity index 100%
rename from include/hw/usb.h
rename to dev/include/hw/usb.h
diff --git a/include/sys/types.h b/lib/libc/include/sys/types.h
similarity index 100%
rename from include/sys/types.h
rename to lib/libc/include/sys/types.h
diff --git a/include/platform.h b/platform/include/platform.h
similarity index 100%
rename from include/platform.h
rename to platform/include/platform.h
diff --git a/include/platform/debug.h b/platform/include/platform/debug.h
similarity index 100%
rename from include/platform/debug.h
rename to platform/include/platform/debug.h
diff --git a/include/platform/interrupts.h b/platform/include/platform/interrupts.h
similarity index 100%
rename from include/platform/interrupts.h
rename to platform/include/platform/interrupts.h
diff --git a/include/platform/timer.h b/platform/include/platform/timer.h
similarity index 100%
rename from include/platform/timer.h
rename to platform/include/platform/timer.h
diff --git a/include/target.h b/target/include/target.h
similarity index 100%
rename from include/target.h
rename to target/include/target.h
diff --git a/include/lk/asm.h b/top/include/lk/asm.h
similarity index 100%
rename from include/lk/asm.h
rename to top/include/lk/asm.h
diff --git a/include/lk/bits.h b/top/include/lk/bits.h
similarity index 100%
rename from include/lk/bits.h
rename to top/include/lk/bits.h
diff --git a/include/lk/compiler.h b/top/include/lk/compiler.h
similarity index 100%
rename from include/lk/compiler.h
rename to top/include/lk/compiler.h
diff --git a/include/lk/debug.h b/top/include/lk/debug.h
similarity index 100%
rename from include/lk/debug.h
rename to top/include/lk/debug.h
diff --git a/include/lk/err.h b/top/include/lk/err.h
similarity index 100%
rename from include/lk/err.h
rename to top/include/lk/err.h
diff --git a/include/lk/list.h b/top/include/lk/list.h
similarity index 100%
rename from include/lk/list.h
rename to top/include/lk/list.h
diff --git a/include/lk/pow2.h b/top/include/lk/pow2.h
similarity index 100%
rename from include/lk/pow2.h
rename to top/include/lk/pow2.h
diff --git a/include/lk/reg.h b/top/include/lk/reg.h
similarity index 100%
rename from include/lk/reg.h
rename to top/include/lk/reg.h
diff --git a/include/lk/trace.h b/top/include/lk/trace.h
similarity index 100%
rename from include/lk/trace.h
rename to top/include/lk/trace.h
diff --git a/top/rules.mk b/top/rules.mk
index 746edb5a..88b6915f 100644
--- a/top/rules.mk
+++ b/top/rules.mk
@@ -3,11 +3,12 @@ LOCAL_DIR := $(GET_LOCAL_DIR)
 MODULE := $(LOCAL_DIR)
 
 MODULE_DEPS := \
-	platform \
-	target \
 	app \
+	arch \
 	dev \
-	kernel
+	kernel \
+	platform \
+	target
 
 MODULE_SRCS := \
 	$(LOCAL_DIR)/init.c \