EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Three-Five Systems, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 7, 2007.


		Southpaw Credit Opportunity Master Fund LP

		By: Southpaw GP LLC, its general partner

		By: Name:		/s/ Howard Golden Howard Golden
		Title:		Managing Member

		Southpaw Asset Management LP

		By: Southpaw Holdings LLC, its general partner

		By: Name:		/s/ Howard Golden Howard Golden
		Title:		Managing Member


		Southpaw Holdings LLC

		By: Name:		/s/ Howard Golden Howard Golden
		Title:		Managing Member

		/s/ Kevin Wyman

		Kevin Wyman

		/s/ Howard Golden

		Howard Golden

THREE FIVE SYSTEMS INC SC 13G