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                                                                    EXHIBIT 10.3
                           INCENTIVE STOCK OPTION PLAN
                 (AS AMENDED AND RESTATED THROUGH MARCH 7, 2003)

Section  1. PURPOSE OF PLAN

         (a) General Purpose. The purpose of the Plan (as hereinafter defined)
is to further the interests of T F Consolidation, Inc., a Delaware corporation
(the "Company"), the name of which is contemplated to become Three-Five Systems,
Inc. upon completion of a proposed merger (the "Merger") with Three-Five
Systems, Inc., a Delaware corporation, ("Three-Five") and Electronic Research
Associates, Inc., a New Jersey corporation ("E.R.A."), and its stockholders by
encouraging officers and other key employees of the Company to invest in shares
of the Company's Common Stock, thereby acquiring a proprietary interest in its
business and an increased personal interest in its continued success and
progress, and thereby being induced to remain in the Company's employ.

         (b) Incentive Stock Options. It is intended that each option granted
under this Incentive Stock Option Plan (the "Plan") will qualify as an
"incentive stock option" as defined in section 422A of the Internal Revenue Code
of 1986, as amended (the "Code").

         (c) Name. Upon the Merger becoming effective the Plan shall for all
purposes thereafter be known as the Three-Five Systems, Inc. Incentive Stock
Option Plan.

Section  2. STOCK AND MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN

         (a) Description of Stock and Maximum Shares Allocated. The stock
subject to the provisions of the Plan and issuable upon exercise of options
granted under the Plan is shares of the Company's Common Stock, $.01 par value
per share, which may be either unissued or treasury shares, as the Company's
Board of Directors (the "Board") may from time to time determine. Subject to
adjustment as provided in section 7, the aggregate number of shares of Common
Stock covered by the Plan and issuable upon exercise of all options granted
hereunder shall be 676,280 shares, which shares shall be reserved for use upon
the exercise of options to be granted from time to time.

         (b) Restoration of Unpurchased Shares. If an option expires or
terminates for any reason prior to its exercise in full and before the term of
the Plan expires, the shares subject to, but not issued under, such option
shall, without further action or by or on behalf of the Company, again be
available for other options thereafter granted.

Section  3. ADMINISTRATION; AMENDMENTS

         (a) Administration. The Plan shall be administered by the Board. The
Board shall have sole authority and discretion to select key employees eligible
to participate in the Plan and to grant options under the Plan, but may also
delegate that authority and discretion to an Executive Committee of the Board.

         (b) Exercise Price. Upon the grant of any option, the Board shall
specify the exercise price for the shares issuable upon its exercise. In no
event may the exercise price per


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share specified by the Board be less than 100 percent of the fair market value
per share of the Company's Common Stock on the date an option is granted (110
percent if the option is granted to a shareholder who at the time the option is
granted owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of its parent or of any
subsidiary corporation), the fair market value to be determined in good faith at
the time of the grant of such option by decision of the Board.

         (c) Existing Three-Five Systems, Inc. Incentive Stock Options.
Three-Five has maintained an Incentive Stock Option Plan prior to its
contemplated merger with and into the Company. Upon completion of the Merger,
each unexercised option granted under the Three-Five Incentive Stock Option Plan
(each "Three-Five ISO") shall, without further act or action required of either
the holder of the Three-Five ISO or the Company be convened into an option to
purchase one share of the Company's Common Stock under the Plan. The option
price for each Three-Five ISO converted hereunder shall be an amount such that
the excess of the aggregate fair market value of the Three-Five shares subject
to the option under the Plan immediately prior to the conversion over the option
price of such shares is equal to the aggregate of the excess fair market value
of the shares subject to the option granted hereunder over the aggregate option
price of such shares immediately after such conversion. In other respects, each
such option shall be subject to such other conditions, limitations and
restrictions (i.e. as to term, vesting, etc.) as they were under the
optionholder's previously existing Three-Five Incentive Stock Option.

         (d) Interpretation. The interpretation and construction by the Board of
the Plan's terms and provisions and of the agreements governing options granted
under the Plan shall be final and conclusive. No member of the Board shall be
liable for any action taken or any determination made by the Board in good
faith.

         (e) Amendments to Plan. The Board may, without action on the part of
the Company's stockholders, make such amendments to, changes in and additions to
the Plan as it may, from time to time, deem necessary or appropriate and in the
best interests of the Company; provided, that the Board may not take any action
which disqualifies any option granted under the Plan for treatment as an
incentive stock option or which adversely affects or impairs the rights of the
holder of any option outstanding under the Plan, and further provided that,
except as provided in section 7, the Board may not, without the prior approval
of the Company's stockholders, (i) increase the aggregate number of shares of
the Company's Common Stock subject to the Plan, (ii) reduce the exercise price
at which options may be granted or the exercise price at which any outstanding
option may be exercised, (iii) extend the term of the Plan, or (iv) change the
class of employees eligible to reserve options under the Plan.

Section  4. PARTICIPANTS; DURATION OF PLAN

         (a) Eligibility and Participation. Options may be granted only to
persons who at the time of grant are key executive employees and/or key
managerial or supervisory employees of the Company, whether or not they are also
members of the Board.

         (b) Guidelines for Participation. In designating and selecting
employees for participation in the Plan, the Board shall consult with and give
consideration to the

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recommendations and criticisms submitted by appropriate managerial and executive
officers of the Company. The Board shall take also into account the duties and
responsibilities of the respective employees, their present and potential
contributions to the success of the Company and such other factors as the Board
shall deem relevant in connection with accomplishing the purpose of the Plan.

         (c) Allotment of Shares. The Board shall determine the number of shares
of Common Stock to be optioned from time to time and the number of shares to be
optioned to any employee. The grant of an option to an employee shall neither
entitle such individual to, nor disqualify such individual from, participation
in any other grant of options under the Plan.

         (d) Duration of Plan. The term of the Plan, unless previously
terminated by the Board, is ten years commencing on the date of adoption of the
Plan by the Board. No option shall be granted under the Plan unless granted
within ten (10) years of the adoption of the Plan by the Board, but options
outstanding on that date shall not be terminated or otherwise affected by virtue
of the Plan's expiration.

         (e) Approval by Stockholders. The Plan shall be submitted to the
stockholders of the Company for their approval at a regular or special 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 holders
of a majority of the shares of the Company's Common Stock present in person or
by proxy and voting at the meeting. Stockholder approval may also be evidenced
by all of the stockholders executing a unanimous consent of stockholders within
12 months after the adoption of the Plan by the Board. If the stockholders
decline to approve the Plan at such meeting or if the Plan is not approved by
the stockholders within 12 months after its adoption by the Board, the Plan and
all options granted hereunder shall automatically terminate to the same extent
and with the same effect as though the Plan had never been adopted.

Section  5. TERMS AND CONDITIONS OF OPTIONS

         (a) Individual Stock Option Agreements. Options granted under the Plan
shall be evidenced by agreements in such form and content as the Board from time
to time approves, which agreements shall substantially comply with and be
subject to the terms of the Plan, including the terms and conditions of this
section 5.

         (b) Required Provisions. Each option agreement shall state (i) the
total number of shares to which it pertains, (ii) the exercise price for the
shares covered by the option, (iii) the time at which the option becomes
exercisable and (iv) the option's scheduled expiration date.

         (c) Option Period. No option granted under the Plan shall be
exercisable for a period in excess of ten (10) years from the date of its grant,
subject to earlier termination in the event of termination of employment,
retirement or death of the optionholder. An option may be exercised in full or
in part at any time or from time to time during the term of the option, or
provide for its exercise in stated installments at stated times during the
option's term.

         (d) No Fractional Shares. Options shall be exercisable only for whole
shares; no fractional shares will be issuable upon exercise of any option
granted under the Plan.

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         (e) Method of Exercising Options; Full Payment. Options shall be
exercised by written notice to the Company, addressed to the Company at its
principal place of business. Such notice shall state the election to exercise
the option and the number of shares with respect to which it is being exercised,
and shall be signed by the person exercising the option. Such notice shall be
accompanied (i) by payment in full of the exercise price for the number of
shares being purchased and (ii) an executed incentive stock option exercise
agreement in such form and content and with such terms and conditions as may be
approved from time to time by the Board. Payment may be made in cash or by bank
cashier's check or by tendering duly endorsed certificates representing shares
of the Company's Common Stock then owned by the optionholder. Upon the exercise
of any option, the Company shall deliver, or cause to be delivered, to the
optionholder a certificate or certificates representing the shares of the
Company's Common Stock purchased upon such exercise as soon as practicable after
payment for those shares has been received by the Company. If an option is
exercised pursuant to section 6(c) by any person other than the optionholder,
such notice shall be accompanied by appropriate proof of the right of such
person to exercise the option. All shares that are purchased and paid for in
full upon the exercise of an option shall be fully paid and non-assessable.

         (f) Rights of a Stockholder. An optionholder shall have no rights as a
stockholder with respect to shares covered by his option until the date a stock
certificate is issued to him. No adjustment will be made for dividends or other
rights for which the record date is prior to the date such stock certificate is
issued.

         (g) Other Provisions. The option agreements may contain such other
provisions or conditions as the Board deems necessary or appropriate to
effectuate the sense and purpose of the Plan, including covenants on the
optionholder's part not-to-compete and remedies to the Company in the event of
the breach of any such covenant.

Section  6. TERMINATION OF EMPLOYMENT; ASSIGNABILITY; DEATH

         (a) Termination of Employment. If any optionholder ceases to be
employed by the Company for a reason other than death, he (or his successors in
the case of his death after the termination of his employment) may, within three
(3) months after the date of termination, but in no event after his option's
stated expiration date, purchase some or all of the shares with respect to which
he was entitled to exercise his option on the date his employment terminated;
provided, that (i) if the optionholder's employment is terminated by the action
of the Board in their good faith judgment, for (A) commission of a crime by the
optionholder or for reasons involving moral turpitude; (B) an act by the
optionholder which tends to bring the Company into disrepute; (C) the
optionholder's failure to perform his duties for the Company; or (D) negligent
or willful misconduct by the optionholder; or (E) the optionholder's breach of
any employment contract or agreement with the Company, or (ii) if after his
employment is terminated, the optionholder commits acts detrimental to the
Company's interests, then the option shall thereafter be void for all purposes.
Notwithstanding anything to the contrary herein, 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 may be
extended to any period in the sole discretion of the Plan Administrator.

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         (b) Assignability. No option granted under the Plan or any of the
rights and privileges conferred thereby shall be assignable or transferable by
an optionholder other than by will or the laws of descent and distribution, and
such option shall be exercisable during his lifetime only by him.

         (c) Death of Optionholder. If an optionholder dies while in the
Company's employ, his option shall be exercisable within three (3) months of his
death or until the stated expiration date of his option, whichever occurs first,
by the person or persons ("successors") to whom the optionholder's rights pass
under his will or by the laws of descent and distribution, but only to the
extent that the optionholder was entitled to exercise the option at the date of
his death. An option may be exercised and payment of the option price made in
full by the successors only after written notice to the Company, specifying the
number of shares to be purchased. Such notice shall state that the option price
is being paid in full in the manner specified in section 5(e), and shall be
accompanied by the certificate required by section 8(b). As soon as practicable
after receipt by the Company of such notice and of payment in full of the option
price, a certificate or certificates representing such shares shall be
registered in the name or names specified by the successors in the written
notice of exercise and shall be delivered to the successors.

Section  7. CERTAIN ADJUSTMENTS

         (a) Capital Adjustments. The aggregate number of shares of the
Company's Common Stock subject to the Plan and the number of shares covered by
outstanding options, and the price per share stated in such options, shall be
proportionately adjusted for any increase or decrease in the number of
outstanding shares of Common Stock of the Company resulting from a subdivision
or consolidation of shares or any other capital adjustment or the payment of a
stock dividend or any other increase or decrease in the number of such shares
effected without the Company's receipt of consideration therefor in money,
services or property.

         (b) 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 hereunder to terminate. A merger or consolidation in which
the Company is not the surviving corporation shall also cause every option
outstanding hereunder to terminate, but each optionholder shall have the right
immediately prior to a merger or consolidation in which the Company is not the
surviving corporation, to exercise his option in whole or in part without regard
to any installment provisions contained in his option agreement; provided, that
if the surviving corporation provides the optionholder with options to purchase
an equivalent number of shares qualified as being issued under an incentive
stock option plan at a similar price as afforded optionholder under this Plan,
subject to proportional adjustment pursuant to the merger or consolidation
agreement, then the options outstanding hereunder shall terminate. The decision
of the Board of Directors in this regard shall be final and conclusive.

Section  8. APPLICATION OF FUNDS

         The proceeds received by the Company from the sale of Common Stock
pursuant to the exercise of options will be used for general corporate purposes.

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         The Plan was originally adopted on February 14, 1990. This Amended and
Restated Plan is hereby executed this 7th day of March, 2003.

                                  THREE-FIVE SYSTEMS, INC.



                                  By:     /s/ Jack L. Saltich
                                          --------------------------------------
                                  Name:   Jack L. Saltich
                                  Its:    President and Chief Executive Officer

ATTESTED BY:



/s/ Jeffrey D. Buchanan
-----------------------
Secretary



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