**Exhibit 10.22**FIRST AMENDMENT TO CREDIT AGREEMENT     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as ofDecember 22, 2005 by and between INTERNATIONAL DISPLAYWORKS, INC., a Delaware corporation(“Borrower”), and WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION (“Trade Bank”).RECITALS     WHEREAS, Borrower is currently indebted to Trade Bank pursuant to the terms and conditions ofthat certain Credit Agreement between Borrower and Trade Bank dated as of March 30, 2005, asamended from time to time (“Credit Agreement”).     WHEREAS, Trade Bank and Borrower have agreed to certain changes in the terms and conditionsset forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect saidchanges.III. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows: I. The first sentence of Article **I. CREDIT FACILITY**, Section **1.2 Credit ExtensionLimit**, is hereby deleted in its entirety, and the following substituted therefor:“Section 1.2 **Credit Extension Limit**. The aggregate outstanding amount ofall Credit Extensions may at no time exceed the lesser of (a) Twenty Million Dollars($20,000,000) or (b) the Borrowing Base if in effect from time to time (“OverallCredit Limit”)”.II. Article **I. CREDIT FACILITY**, Section **1.3 Overadvance**, is hereby deleted in itsentirety, and the following substituted therefor:“1.3 **Overadvance**. All Credit Extensions made hereunder shall be added toand deemed part of the Obligations when made. If, at any time and for any reason,the aggregate outstanding amount of all Credit Extensions made pursuant to thisAgreement exceeds the dollar limitation in Section 1.2 or the Borrowing Base, thenBorrower shall immediately pay to Trade Bank on demand, in cash, the amount of suchexcess.”III. The following is hereby added to Credit Agreement as the new Section 2.14 as follows:“2.14 The Policy. Borrower has reviewed the representations set forth inthat certain Short Term Comprehensive Multi-Buyer Credit Insurance policy no.GMB-120060 issued by Great American Insurance Co. as insurer (“Insurer”) to Borroweras insured, dated as of November 1, 2005 and all amendments and endorsements thereto(“Policy”) which representations are reconfirmed and incorporated into thisAgreement by reference, and Borrower has no knowledge that the terms of the Policyhave not or will not be met, or that a claim there under will not be paid. ThePolicy is and shall remain legally enforceable in accordance with its terms untilall Obligations under this Agreement has been paid in full.”IV. Section 1.6 is hereby deleted in its entirety, without substitution. V. Article V**.****NEGATIVE COVENANTS****,**Section 5.6, **Indebtedness For Borrowed Money**,is hereby deleted in its entirety, and the following substituted therefor:
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“5.6 **Indebtedness For Borrowed Money**. Borrower will not incur anyindebtedness for borrowed money, except (a) to Trade Bank, (b) for indebtednesssubordinated to the Obligations by an instrument or agreement in form acceptable toTrade Bank, and (c) an additional indebtedness of $1,500,000 to finance a dormitoryfor Borrower’s North Campus manufacturing facility in Shenzhen, China.”VI. Article VIII.**DEFINITIONS****,**Sections 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12,8.13, 8.14, 8.15, 8.16, 8.17, 8.18, 8.19, and 8.20, shall be renumbered as Sections 8.5, 8.6,8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17, 8.18, 8.19, 8.20, and 8.21,respectively.VII. The following is hereby added to the Credit Agreement as the new Section 8.4:“8.4**“****Borrowing Base****”**means an amount equal to eighty percent (80%) ofBorrower’s Eligible Accounts Receivable. All of the foregoing shall be determined by TradeBank upon receipt and review of all collateral reports required hereunder and such otherdocuments and collateral information as Trade Bank may from time to time require. Borroweracknowledges that said Borrowing Base was established by Trade Bank with the understandingthat, among other items, the aggregate of all returns, rebates, discounts, credits, andallowances for the immediately preceding three (3) months at all times shall be less thanfive percent (5%) of Borrower’s gross sales for said period. If such dilution of Borrower’saccounts for the immediately preceding three (3) months at any time exceeds five percent(5%) of Borrower’s gross sales for said period, or if there at any time exists any othermatters, events, conditions or contingencies which Trade Bank reasonably believes may affectpayment of any portion of Borrower’s accounts, Trade Bank, in its sole discretion, mayreduce the foregoing advance rate against Borrower’s Eligible Accounts Receivable to apercentage appropriate to reflect such additional dilution and/or establish reserves againstBorrower’s Eligible Accounts Receivable.”VIII. The following is hereby added to the Credit Agreement as the new Section 4.9:“4.9 The Policy. Borrower shall comply at its own expense with allobligations and covenants binding upon Borrower under the Policy. Borrower shallpermit Trade Bank to communicate directly with the Insurer without furtherpermission or authorization from Borrower on any aspect or matter relating to thePolicy, including without limitation, filing a claim under the Policy, as assignee.Borrower shall pay when due all premiums due under the Policy. Borrower will notrequest, agree to or accept any amendments or modifications to the Policy withoutTrade Bank’s prior written consent.”IX. Article VIII.**DEFINITIONS****,**Sections 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.16,8.17, 8.18, 8.19, 8.20, and 8.21 shall be renumbered as Sections 8.10, 8.11, 8.12, 8.13, 8.14,8.15, 8.16, 8.17, 8.18, 8.19, 8.20, 8.21, and 8.22, respectively. X. The following is hereby added to the credit agreement as the new Section 8.8:“8.8**“****Credit****”**means any discount, allowance, credit, rebate, or adjustmentgranted by Borrower with respect to an Account Receivable.”XI. Article VIII.**DEFINITIONS****,**Sections 8.13, 8.14, 8.15, 8.16, 8.17, 8.18, 8.19, 8.20,8.21 and 8.22 shall be renumbered as Sections 8.14, 8.15, 8.16, 8.17, 8.18, 8.19, 8.20, 8.21,8.22 and 8.23, respectively.
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     XII. The following is hereby added to the credit agreement as the new Section 8.13:“8.13**“****Eligible Accounts Receivable****”**means those Accounts Receivable whichhave been created in the ordinary course of Borrower’s business and upon whichBorrower’s right to receive payment is absolute and not contingent upon thefulfillment of any conditions whatsoever, and shall not include:(a) any account which is past due ninety (90) days after the invoice date withrespect to Accounts Receivable with payment terms of net thirty (30) or net sixty(60) calendar days from invoice date; and thirty (30) days after the due date withrespect to Accounts Receivable with payment terms of net ninety (90) calendar daysfrom invoice date;(b) any account for which there are any right of setoff, defense or discount(except regular discounts allowed in the ordinary course of business to promoteprompt payment) or for which any defense or counterclaim has been asserted;(c) any account which represents an obligation of any state or municipal governmentor of the United States government or any political subdivision thereof;(d) any account which represents an obligation of an account debtor located in aforeign country, unless it is insured in an amount and manner satisfactory to TradeBank under the Policy;(e) any account which arises from the sale or lease to or performance of servicesfor, or represents an obligation of, an employee, affiliate, partner, parent orsubsidiary of Borrower.(f) that portion of any account which represents interim or progress billings orretention rights on the part of the account debtor;(g) any account which represents an obligation of any account debtor when twentypercent (20%) or more of Borrower’s accounts from such account debtor is noteligible pursuant to (a) above;(h) that portion of any account from an account debtor which represents the amountby which Borrower’s total accounts receivable from said account debtor exceedstwenty-five percent (25%) of Borrower’s total accounts receivable;(i) any account deemed ineligible by Trade Bank when Trade Bank, in its solediscretion, deems the creditworthiness or financial condition of the account debtor,or the industry in which the account debtor is engaged, to be unsatisfactory.In addition, if more than twenty percent (20%) of the accounts owing from an accountdebtor are outstanding more than sixty (60) calendar days from the invoice date orare otherwise not eligible accounts, then all accounts owing from that accountdebtor will be deemed ineligible for borrowing.”XIII. Page 12 of the Credit Agreement is hereby amended by deleting “599Menlo Drive, Suite 200, Rocklin, CA 95765” as the Borrower’sAddress and by substituting “1613 Santa Clara Drive, Suite 100,Roseville, CA 95661” therefor. XIV. **EXHIBIT A, ADDENDUM TO CREDIT AGREEMENT**is hereby deleted in itsentirety, and the attached **EXHIBIT A, ADDENDUM TO CREDIT AGREEMENT,**all terms of which are incorporated herein by this reference, shallbe substituted therefor.
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XV. The **CREDIT SUBLIMITS** section of **EXHIBIT B, REVOLVING CREDIT FACILITYSUPPLEMENT**is hereby amended by deleting “$10,000,000” as theAcquisition Subfacility Sublimit and substituting “$10,400,000”therefor. XVI. The **Acquisition Subfacility**, Term section of **EXHIBIT B, REVOLVINGCREDIT FACILITY SUPPLEMENT**is hereby deleted in its entirety,without substitution.     Except as specifically provided herein, all terms and conditions of the Credit Agreementremain in full force and effect, without waiver or modification. All terms defined in the CreditAgreement shall have the same meaning when used in this Amendment. This Amendment and the CreditAgreement shall be read together, as one document.     Borrower hereby remakes all representations and warranties contained in the Credit Agreementand reaffirms all covenants set forth therein. Borrower further certifies that as of the date ofthis Amendment there exists no Event of Default as defined in the Credit Agreement, nor anycondition, act or event which with the giving of notice or the passage of time or both wouldconstitute any such Event of Default.IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day andyear first written above.           INTERNATIONAL DISPLAYWORKS, INC.   WELLS FARGO HSBC TRADE BANK,        NATIONAL ASSOCIATION             By:     By:               Title:       M.W. Beachler