EXHIBIT 10


                               AMENDMENT NO. 2 TO
                             THE PURCHASE AGREEMENT

     This  Amendment No. 2 to the Purchase  Agreement  dated as of June 22, 2005
(this "Amendment") to that certain Purchase Agreement, dated March 30, 2005 (the
"Original Agreement"), by and among International DisplayWorks, Inc., a Delaware
corporation ("IDW"); International DisplayWorks (Hong Kong) Limited, a Hong Kong
company and a wholly owned  subsidiary  of IDW ("IDW HK");  Three-Five  Systems,
Inc., a Delaware corporation ("TFS"); TFS International,  Ltd., a company formed
under the laws of Bermuda and a wholly owned  subsidiary  of TFS  ("TFSI");  and
Three-Five Systems (Beijing) Co., Ltd., a corporate entity formed under the laws
of the  People's  Republic  of  China  and a  wholly  owned  subsidiary  of TFSI
("TFSB").  IDW, IDW HK, TFS, TFSI, and TFSB are referred to individually  herein
as a "Party" and collectively herein as the "Parties.").  Capitalized terms used
herein and not otherwise defined shall have the meaning assigned in the Original
Agreement.

                                   WITNESSETH:

     WHEREAS, the Parties desire to clarify, amend and restate certain terms and
conditions as provided for herein with an effective date as set forth below.

     NOW,  THEREFORE,  for  and in  consideration  of the  mutual  promises  and
conditions  made  herein  and for other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the Parties hereby
agree as follows:

1. Change to Earn Out Provisions.  Section 2(c)(i)(B) of the Agreement is hereby
amended to read in its entirety as follows:

                  2.)(c)(i)(B) The payment of the Earn-Out Amount (the "Earn-Out
                  Payment"), if any, shall be paid in the form of common stock
                  of IDW, based on the trailing five day average closing price
                  preceding March 31, 2006. The Earn-Out Payment shall be due
                  and payable on May 1, 2006. Notwithstanding the foregoing, in
                  the event future events would result in issuance of more than
                  19.9% of the issued and outstanding shares of IDW common
                  stock, as measured on the date of this Original Agreement,
                  then no such Earn-Out Payment in excess of the 19.9% will be
                  made until such time as IDW obtains stockholder approval for
                  issuance of such shares, and IDW will use its reasonable best
                  efforts to obtain such stockholder approval prior to such
                  date.

     2. Effect of Amendment.  Except as expressly  amended hereby,  the Original
Agreement  is in all  respects  ratified  and  confirmed,  and  all  the  terms,
conditions and provisions  thereof shall remain in full force and effect. To the
extent  that  there  are any  inconsistencies  between  this  Amendment  and the
Original Agreement, the terms and provisions of this Amendment shall control.

     3.  Retroactive   Effect.  The  foregoing   amendments  shall  have  effect
retroactive as of execution and delivery of the Original  Agreement on March 30,
2005.

     4.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall be deemed to constitute one instrument.

     5.  Facsimile.  Executed  copies of this  Amendment  may be  exchanged  via
facsimile, and such signatures shall be deemed as originals.





     IN WITNESS WHEREOF, this Amendment is executed and appended to the Original
Agreement as of the effective date set forth above.

                                 International Displayworks, Inc.
                                 a Delaware corporation

                                 By: __________________________
                                 Name:________________________
                                 Title:_________________________


                                 International Displayworks (Hong Kong) Limited,
                                 a Hong Kong company

                                 By: __________________________
                                 Name:________________________
                                 Title:_________________________


                                 Three-Five Systems, Inc.,
                                 a Delaware corporation

                                 By: __________________________
                                 Name:________________________
                                 Title:_________________________

                                 TFS International, Ltd.,
                                 a company formed under the laws of Bermuda

                                 By: __________________________
                                 Name:________________________
                                 Title:_________________________

                                 Three-Five Systems (Beijing) Co., Ltd.,
                                 a corporate entity formed under the laws of
                                 the People's Republic of China

                                 By: __________________________
                                 Name:________________________
                                 Title:_________________________