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Exhibit 10.21
 
 CREDIT AGREEMENT
  INTERNATIONAL DISPLAYWORKS, INC., a Delaware corporation
  WELLS FARGO HSBC TRADE BANK, N.A




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WELLS FARGO HSBC TRADE BANK
    
    CREDIT AGREEMENT
 INTERNATIONAL DISPLAYWORKS, INC., a Delaware corporation WELLS FARGO HSBC TRADE BANK, N.A. CREDIT AGREEMENT
 I. CREDIT FACILITY
 The Facility .
 Credit Extension Limit
  (a)
    
    Sight Commercial Letters of Credit/Standby Letters of Credit(b)
    
    Acquistion Subfacility
 Overadvance
 Repayment; Interest and Fees
 Prepayments
 Borrowing Base
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II. REPRESENTATIONS AND WARRANTIES
  Legal Status
 Authorization and Validity
 Borrowers Name .
 Financial Condition and Statements
 Litigation
 No Violation
 Income Tax Returns
 No Subordination
 ERISA
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Other Obligations
 No Defaults
 Information Provided to Trade Bank
 Environmental Matters
 III. CONDITIONS TO EXTENDING FACILITIES
 Conditions to Initial Credit Extension
 (a)
    
    Approval of Trade Bank Counsel. All legal matters relating
to making the Facility available to Borrower must be satisfactory to counsel for
Trade Bank.(b)
    
    Documentation. Trade Bank must have received, in form and
substance satisfactory to Trade Bank, the following documents and instruments
duly executed and in full force and effect:
 (1)
    
    a corporate borrowing resolution and incumbency
certificate if Borrower is a corporation, a partnership or joint venture
borrowing certificate if Borrower is a partnership or joint venture, and a
limited liability company borrowing certificate if Borrower is a limited
liability company;(2)
    
    the Facility Documents for the Facility, including,
but not limited to, note(s) (Notes) for the Revolving Credit Facility,
Trade Banks standard Commercial Letter of Credit Agreement or Standby
Letter of Credit Agreement for any letter of credit Facility;(3)
    
    those guarantees, security agreements, deeds of
trust, subordination agreements, intercreditor agreements, factoring
agreements, tax service contracts, and other Collateral Documents required
by Trade Bank to evidence the collateral/credit support specified in the
Supplement;(4)
    
    if an audit or inspection of any books, records or
property is specified in the Supplement for the Facility, an audit or
inspection report from Wells Fargo or another auditor or inspector
acceptable to Trade Bank reflecting values and property conditions
satisfactory to Trade Bank; and(5)
    
    if insurance is required in the Addendum, the
insurance policies specified in the Addendum (or other satisfactory proof
thereof) from insurers acceptable to Trade Bank.
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Conditions to Making Each Credit Extension
 (a)
    
    Representations and Warranties. The representations and
warranties contained in this Agreement, the Facility Documents and the Collateral
Documents will be true and correct on and as of the date of the Credit Extension
with the same effect as though such representations and warranties had been made
on and as of such date;(b)
    
    Documentation. Trade Bank must have received, in form and
substance satisfactory to Trade Bank, the following documents and instruments
duly executed and in full force and effect:
 (1)
    
    if the Credit Extension is the issuance of a
Commercial Letter of Credit, Trade Banks standard Application For
Commercial Letter of Credit or standard Application and Agreement For
Commercial Letter of Credit;(2)
    
    if the Credit Extension is the issuance of a Standby
Letter of Credit, Trade Banks standard Application For Standby Letter of
Credit or standard Application and Agreement For Standby Letter of Credit;(3)
    
    if a Borrowing Base Certificate is required for the
Credit Extension, a Borrowing Base Certificate demonstrating compliance
with the requirements for such Credit Extension.
 (c)
    
    Fees. Trade Bank must have received any fees required by
the Loan Documents to be paid at the time such Credit Extension is made.
 IV. AFFIRMATIVE COVENANTS
  Punctual Payments
 Notification to Trade Bank
 (a)
    
    Occurrence of a Default. The occurrence of any Event of
Default or any event which with the giving of notice or the passage of time or
both would constitute an Event of Default;(b)
    
    Borrowers Trade Names; Place of Business. Any change of
Borrowers (or any Subsidiarys) name, trade name or place of business, or chief
executive officer;(c)
    
    Litigation. Any action, claim, proceeding, litigation or
investigation threatened or instituted by or against or affecting Borrower (or
any Subsidiary) in any court or before any government authority, administrator or
agency which may materially and adversely affect Borrowers (or any Subsidiarys)
financial condition or business or Borrowers ability to carry on its business in
substantially the same manner as it is now being conducted;(d)
    
    Uninsured or Partially Uninsured Loss. Any uninsured or
partially uninsured loss through liability or property damage or through fire,
theft or any other cause affecting Borrowers (or any Subsidiarys) property in
excess of the aggregate amount required hereunder;(e)
    
    Reports Made to Insurance Companies. Copies of all material
reports made to insurance companies; and
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(f)
    
    ERISA. The occurrence and nature of any Reportable Event or
Prohibited Transaction, each as defined in ERISA, or any funding deficiency with
respect to any Plan.
 Books and Records
 Tax Returns and Payments
 Compliance with Laws
 Taxes and Other Liabilities
 Insurance
 Further Assurances
 V. NEGATIVE COVENANTS
  Merge or Consolidation, Transfer of Assets
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Use of Proceeds
 Liens
 Acquisitions of Assets
 Loans and Investments
 Indebtedness For Borrowed Money
 Guarantees
 Dividends and Distributions of Capital of C Corporation
 Investments in, or Acquisitions of Subsidiaries
 Capital Expenditures
 VI. EVENTS OF DEFAULT AND REMEDIES
 Events of Default
 (a)
    
    Failure to Make Payments When Due. Borrowers failure to
pay principal, interest, fees or other amounts when due under any Loan Document.(b)
    
    Failure to Perform Obligations. Any failure by Borrower to
comply with any covenant or obligation in this Agreement or in any Loan Document
(other than those referred to in subsection (a)above), and such default shall
continue for a period of twenty calendar days from the earlier of (i) Borrowers
failure to notify Trade Bank of such Event of Default pursuant to Section 4.2(a)
above, or (ii) Trade Banks notice to Borrower of such Event of Default.(c)
    
    Untrue or Misleading Warranty or Statement. Any warranty,
representation, financial statement, report or certificate made or delivered by
Borrower under any Loan Document is untrue or misleading in any material respect
when made or delivered.
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(d)
    
    Defaults Under Other Loan Documents. Any Event of Default
occurs under any other Loan Document; any Guaranty is no longer in full force and
effect (or any claim thereof made by Guarantor) or any failure of a Guarantor to
comply with the provisions thereof; or any breach of the provisions of any
Subordination Agreement or Intercreditor Agreement by any party other than the
Trade Bank.(e)
    
    Defaults Under Other Agreements or Instruments. Any
material default in the payment or performance of any obligation, or the
occurrence of any l material event of default, under the terms of any other
agreement or instrument pursuant to which Borrower, any Subsidiary or any
Guarantor or general partner of Borrower has incurred any debt or other material
liability to any person or entity.(f)
    
    Concealing or Transferring Property. Borrower conceals,
removes or transfers any part of its property with intent to hinder, delay or
defraud its creditors, or makes or suffers any transfer of any of its property
which may be fraudulent under any bankruptcy, fraudulent conveyance or similar
law.(g)
    
    Judgments and Levies Against Borrower. The filing of a
notice of judgment lien against Borrower, or the recording of any abstract of
judgment against Borrower, in any county in which Borrower has an interest in
real property, or the service of a notice of levy and/or of a writ of attachment
or execution, or other like process, against the assets of Borrower, or the entry
of a judgment against Borrower.(h)
    
    Event or Condition Impairing Payment or Performance. Any
event occurs or condition arises which Trade Bank in good faith believes impairs
or is substantially likely to impair the prospect of payment or performance by
Borrower of the Obligations, including, but not limited to any material adverse
change in Borrowers financial condition, business or prospects.(i)
    
    Voluntary Insolvency. Borrower, any Subsidiary or any
Guarantor (i) becomes insolvent, (ii) suffers or consents to or applies for the
appointment of a receiver, trustee, custodian or liquidator of itself or any of
its property, (iii) generally fails to pay its debts as they become due, (iv)
makes a general assignment for the benefit of creditors, or (v) files a voluntary
petition in bankruptcy, or seeks reorganization, in order to effect a plan or
other arrangement with creditors or any other relief under the Bankruptcy Reform
Act, Title 11 of the United States Code, as amended or recodified from time to
time (Bankruptcy Code), or under any state or Federal law granting relief to
debtors, whether now or hereafter in effect.(j)
    
    Involuntary Insolvency. Any involuntary petition or
proceeding pursuant to the Bankruptcy Code or any other applicable state or
federal law relating to bankruptcy, reorganization or other relief for debtors is
filed or commenced against Borrower, any Subsidiary or Guarantor, or an order for
relief is entered against it by any court of competent jurisdiction under the
Bankruptcy Code or any other applicable state or federal law relating to
bankruptcy, reorganization or other relief for debtors.(k)
    
    Change in Ownership. Any change in the ownership of
Borrower, any general partner of Borrower or any Guarantor which the Trade Bank
determines, in its sole discretion, may adversely affect the creditworthiness of
Borrower or credit support for the Obligations.
 Remedies
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VII. GENERAL PROVISIONS
 Notices
 Waivers
 Benefit of Agreement
 Joint and Several Liability
 No Third Party Beneficiaries
 Governing Law and Jurisdiction
 Mutual Waiver of Jury Trial
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Severability
 Entire Agreement; Amendments
 Collection of Payments
 Costs, Expenses and Attorneys Fees
 VIII. DEFINITIONS
  Accounts Receivable 
  Agreement 
  Banking Day 
  Closing Date 
  Collateral 
  Collateral Documents 
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 Credit Extension 
  Credit Limit 
  Credit Sublimit 
  Dollars   $ 
  Facility Documents 
  GAAP 
  Inventory 
  Loan Documents 
  Note 
  Obligations 
  Person 
  Prime Rate 
  Subsidiary 
  Wells Fargo 
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IX. ARBITRATION
 Arbitration
 Governing Rules
 No Waiver of Provisional Remedies, Self-Help and Foreclosure
 Arbitrator Qualifications and Powers
 Discovery
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Class Proceedings and Consolidations
 Payment Of Arbitration Costs And Fees
 Real Property Collateral; Judicial Reference
 Miscellaneous
  BORROWERINTERNATIONAL DISPLAYWORKS, INC.By:Title:Borrowers Address:599 Menlo Drive, Suite 200Rocklin, CA 95765
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LENDERWELLS FARGO HSBC TRADE BANK,NATIONAL ASSOCIATIONBy:Juan J. SanchezVice PresidentLenders Address:1 Front Street, 21st FloorSan Francisco, CA 94111
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