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                                  EXHIBIT 10(w)

                              AMENDED AND RESTATED
                 THREE-FIVE SYSTEMS, INC. 1998 STOCK OPTION PLAN
                        (AMENDED AS OF JANUARY 28, 1999)




         1. ADOPTION. On January 29, 1997, the Board of Directors (the "Board")
of Three-Five Systems, Inc., a Delaware corporation (the Company"), adopted the
1998 Stock Option Plan (the "Original Plan"). The stockholders of the Company
approved the Original Plan on April 23, 1998. On January 28, 1999, the Board
amended the Original Plan in order to increase the number of available shares
for issuance under the Plan by 250,000 shares. This amended and restated plan,
fully incorporating the revisions made on January 28, 1999, is referred to
herein as the "Revised Plan." The Revised Plan must be approved by the
stockholders of the Company within one year of the date of its adoption by the
Board. If the Revised Plan is not timely approved by the Company's stockholders,
the Original Plan, as previously amended and except as otherwise specifically
provided herein, shall continue in effect and any Options or Awards issued after
the date of the adoption of the Revised Plan shall remain valid and unchanged to
the extent that such Options or Awards contain terms such that they could have
been issued under the Original Plan. Any Options or Awards outstanding prior to
the adoption by the Board of the Revised Plan shall remain valid and unchanged.
The Revised Plan shall be known as the Three-Five Systems, Inc. Amended and
Restated 1998 Stock Option Plan (the "Plan"). When applicable, the term "Plan"
shall include the Original Plan, as previously amended, and/or the Revised Plan.
Capitalized terms used in this Plan are defined in Section 13 hereof.


         2. PURPOSE. The purpose of this 1998 Stock Option Plan (the "Plan") is
to attract, retain and motivate employees, independent contractors and
non-employee board members by providing them with the opportunity to acquire a
proprietary interest in the Company and to link their interests and efforts to
the long-term interests of the Company's stockholders.

         3. PLAN ADMINISTRATION

         3.1 IN GENERAL. The Plan shall be administered by the Company's Board
of Directors (the "Board"). Except for the power to amend the Plan as provided
in Section 12, the Board, in its sole discretion, may delegate its authority and
duties under the Plan to one or more committees appointed by the Board, under
such conditions and limitations as the Board may from time to time establish.
The Board and/or any committee that has been delegated the authority to
administer the Plan shall be referred to as the "Plan Administrator". Except as
otherwise explicitly set forth in the Plan, the Plan Administrator shall have
the authority, in its discretion, to determine all matters relating to options
granted under the Plan, including selection of the individuals to be granted
options, the type of options granted, the number of shares of the Company's
Common Stock ("Common Stock") subject to an option, vesting conditions, and any
and all other terms, conditions, restrictions and limitations, if any, of an
option. Notwithstanding the foregoing, no options granted under the Plan shall
have a vesting period of less than one year from the date of grant. All
decisions made by the Plan Administrator pursuant to the Plan and related orders
and resolutions shall be final and conclusive.

         3.2 RULE 16b-3 AND CODE SECTION 162(m). Notwithstanding any provision
of this Plan to the contrary, only the Board or a committee composed of two or
more or Non-Employee Directors may make determinations regarding grants of
options to officers, directors and 10% stockholders of the Company
("Affiliates"). (The term "Non-Employee Directors shall satisfy the meaning set
forth in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended). The Plan Administrator shall have the authority and discretion to
determine the extent to which option grants will conform to the requirements of
Section 162(m) Internal Revenue Code of 1986, as amended (the "Code"), and to
take such action, establish such procedures, and impose such restrictions as the
Plan Administrator determines to be necessary or appropriate to conform to such
requirements.


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         4. ELIGIBILITY. Any employee of the Company (the term "employee" shall
include a person who has signed an agreement to become an employee) shall be
eligible to receive Incentive Stock Options and/or Nonqualified Stock Options
(as such terms are defined in Section 6.1). An independent contractor or
non-employee board member shall be eligible to receive only Nonqualified Stock
Options. For purposes of this Section 4, "Company" includes any parent or
subsidiary of the Company as defined in Section 424 of the Code.


         5.       SHARES SUBJECT TO THE PLAN

         5.1 NUMBER AND SOURCE. The stock offered under the Plan shall be shares
of Common Stock and may be unissued shares or shares now held or subsequently
acquired by the Company as treasury shares, as the Plan Administrator may from
time to time determine. Any shares subject to an option granted under the Plan
that is forfeited, terminated or canceled shall again be available for the
granting of options under the Plan. Subject to adjustment as provided in Section
5.2, the aggregate number of shares of Common Stock that may be issued under the
Plan shall not exceed 550,000. The aggregate number of shares of Common Stock
that may be covered by options granted to any one individual in any year shall
not exceed 275,000.

         5.2 CAPITAL ADJUSTMENTS. The aggregate numbers and type of shares
available for options under the Plan, the maximum number and type of shares that
may be subject to options to any individual under the Plan, the number and kind
of shares covered by each outstanding option, and the exercise price per share
(but not the total price) for stock options outstanding under the Plan shall all
be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from any split-up, combination or exchange of
shares, consolidation, spin-off or recapitalization of shares or any like
capital adjustment or the payment of any stock dividend.

         5.3 MERGERS, ETC. If the Company is the surviving corporation in any
merger or consolidation, any option granted under the Plan shall pertain to and
apply to the securities to which a holder of the number of shares of Common
Stock subject to the option would have been entitled prior to the merger or
consolidation. A dissolution or liquidation of the Company shall cause every
option outstanding under this Plan to terminate. A merger or consolidation in
which the Company is not the surviving corporation shall also cause every option
outstanding under this Plan to terminate, but each optionholder shall have the
right, immediately prior to such merger or consolidation in which the Company is
not a surviving corporation, to exercise vested options in whole or in part,
subject to the other provisions of this Plan and the applicable option
agreement.

         6.       STOCK OPTIONS

                  6.1 GRANT. The Plan Administrator may grant stock options,
designated as either "Incentive Stock Options" which comply with the provisions
of Section 422 of the Code or any successor statutory provision, or
"Nonqualified Stock Options" The price at which shares may be purchased upon
exercise of a particular option shall be determined by the Plan Administrator;
however, the exercise price of any stock option shall not be less than 100% of
the Fair Market Value of such shares on the date such option is granted (110% if
options are intended to be Incentive Stock Options and are granted to a
stockholder who at the time the option is granted owns or is deemed to own stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company). For purposes of the Plan, "Fair Market Value" as to a
particular day equals the closing price for the Common Stock on the New York
Stock Exchange as reported in the Wall Street Journal or in such other source as
the Plan Administrator deems reliable. If there is no reported sale of Common
Stock on the New York Stock Exchange on the date in question, then Fair Market
Value shall be the closing selling price on the New York Stock Exchange on the
last preceding date for which an actual reported sale exists. The Plan
Administrator shall set the term of each stock option, but no stock option shall
be exercisable more than 10 years after the date such option is granted and, to
the extent the aggregate Fair Market Value (determined as of the date the option
is granted) of Common Stock with respect to which Incentive Stock Options
granted to a particular individual become exercisable for the first time during
any calendar year (under the Plan and all other stock option Plans of the
Company) exceeds $100,000 (or such corresponding amount as may be set by the
Code) such options shall be treated as Nonqualified Stock Options. An
optionholder and the Plan Administrator can agree at any time to convert an
Incentive Stock Option to a Nonqualified Stock Option.


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         6.2 NO REPRICING WITHOUT STOCKHOLDER APPROVAL. No Stock Options granted
to Affiliates may be repriced without the approval of the stockholders of the
Company ("Repricing") within 12 months of such repricing. Stockholder approval
shall be evidenced by the affirmative vote of the holders of the majority of the
shares of the Company's Common Stock present and person by proxy and voting at
the meeting. For purposes of this Agreement, "Repricing" shall mean that
situation in which new options are issued to an optionholder in place of
cancelled options and which would be reportable in the repricing table of the
annual proxy.

         6.3 INDIVIDUAL STOCK OPTION AGREEMENTS. Options granted under the Plan
shall be evidenced by option agreements in such form and content as the Plan
Administrator from time to time approves, which agreements shall substantially
comply with and be subject to the terms of the Plan. The option agreements may
contain other provisions or conditions as the Plan Administrator deems necessary
or appropriate to effectuate the sense and purpose of the Plan and may be
amended from time to time in accordance with the terms thereof.

         7.       OPTION EXERCISE

                  7.1 PRECONDITION TO STOCK ISSUANCE. No shares shall be
delivered pursuant to the exercise of any stock option, in whole or in part,
until qualified for delivery under such securities laws and regulations as may
be deemed by the Plan Administrator to be applicable thereto and until, in the
case of the exercise of an option, payment in full of the option price thereof
(in cash or stock as provided in Section 7.2) is received by the Company. No
holder of an option, or any legal representative, legatee or distributee shall
be or be deemed to be a holder of any shares subject to such option or right
unless and until such shares are issued. No option may at any time be exercised
with respect to a fractional share.

                  7.2 FORM OF PAYMENT An optionholder may exercise a stock
option using as the form of payment (a) cash or cash equivalent, (b)
stock-for-stock payment (as described below) (c) any combination of the above,
or (d) such other means as the Plan Administrator may approve. Any optionholder
who owns Common Stock may use such shares, the value of which shall be as the
Fair Market Value on the date the stock option is exercised, as a form of
payment to exercise stock options under the Plan. The Plan Administrator, in its
discretion, may restrict or rescind the right to use stock-for-stock payment. A
stock option may be exercised in such manner only by tendering (actually or by
attestation) to the Company whole shares of Common Stock having a Fair Market
Value equal to or less than the aggregate exercise price. The Plan Administrator
may permit an optionholder to elect to pay the exercise price of a stock option
by authorizing a third party to sell shares of Common Stock (or a sufficient
portion of the shares) acquired upon exercise of the stock option and remit to
the Company a sufficient portion of the sale proceeds to pay the entire exercise
price plus any tax withholding resulting from such exercise. If an option is
exercised by surrender of stock having a Fair Market Value less than the
aggregate exercise price, the optionholder must pay the difference in cash.

     8.     TRANSFERABILITY. Any Incentive Stock Option granted under the Plan
shall, during the recipient's lifetime, be exercisable only by such recipient
and shall not be assignable or transferable by such recipient other than by will
or the laws of descent and distribution. Except as specifically allowed by the
Plan Administrator, a Nonqualified Stock Option granted under the Plan or any of
the rights and privileges conferred thereby shall not be assignable or
transferable by the optionholder other than by will or the laws of descent and
distribution and such option shall be exercisable during the optionholder's
lifetime only by the optionholder.

     9.     WITHHOLDING TAXES; OTHER DEDUCTIONS. The Company shall have the
right to deduct from any settlement of an option granted under the Plan,
including the delivery or vesting of shares, (a) an amount sufficient to cover
withholding as required by law for any federal, state or local taxes, and (b)
any amounts due from the recipient of such option to the Company or to any
subsidiary of the Company or to take such other action as may be necessary to
satisfy any such withholding or other obligations, including withholding from
any other cash amounts due or to become due from the Company to such recipient
an amount equal to such taxes or obligations.

     10.    TERMINATION OF SERVICES. The terms and conditions under which an
option may be exercised following termination of an optionholder's employment or
independent contractor relationship with the company shall be determined by the
Plan Administrator; provided, however, that Incentive Stock Options shall not be
exercisable at any time after the earliest of the date that is (a) three months
after termination of employment, unless


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due to death or Disability (as defined in Section 22(e)(3) of the Code); (b) one
year after termination of employment due to death or Disability.

     11.    TERM OF THE PLAN. The Plan shall become effective as of January 29,
1998, and shall remain in full force and effect through January 28, 2008, unless
sooner terminated by the Board. After the Plan is terminated, no future options
may be granted, but options previously granted shall remain outstanding in
accordance with their applicable terms and conditions and the Plan's terms and
conditions.

     12.    PLAN AMENDMENT. The Board may amend, suspend or terminate the Plan
at any time; provided that no such amendment shall be made without the approval
of the Company's stockholders if such approval is: (a) required to comply with
Section 422 of the Code with respect to Incentive Stock options; (b) required
for purposes of Section 162(m) of the Code; (c) required to comply with New York
Stock Exchange rules and regulations; (d) required to comply with SEC or state
rules and regulations; (e) to increase the number of shares available for
issuance under the Plan; (f) to reduce the minimum exercise price of an option
below Fair Market Value on the date of grant; or (g) to allow Repricings without
stockholder approval. The Original Plan was unanimously adopted by the Board on
January 29, 1997. The Amended and Restated 1998 Stock Option Plan was
unanimously adopted by the Board on January 28, 1999.

     13.    APPROVAL BY STOCKHOLDERS. The Plan shall be submitted to the
stockholders of the Company for their approval at a regular meeting to be held
within 12 months after the adoption of the Plan by the Board. Stockholder
approval shall be evidenced by the affirmative vote of the holder of a majority
of the shares of the Company's Common Stock present in person or by proxy and
voting in the meeting.

                            THREE-FIVE SYSTEMS, INC.



                            By:/s/ Jeffrey D. Buchanan
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                            Name: Jeffrey D. Buchanan
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                            Its: Secretary
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