Exhibit 10.4




 




AMENDMENT NO. 3




TO LOAN AND SECURITY

AGREEMENT




 




Reference is

hereby made to that Loan and Security Agreement dated February 23, 2000,

between William S. Sadler and Dotronix, Inc., a Minnesota corporation, as

previously amended by Amendment Nos. 1 and 2 thereto (the “Loan

Agreement”).  Capitalized terms which

are used in this Amendment No. 3 and which are not otherwise defined herein

have the meanings assigned to them in the Loan Agreement.




 




Sadler and the

Borrower hereby agree to amend the Schedule to the Loan Agreement as follows:




 




1.                                       Sections

2.1.B and 2.1.C of the Schedule are deleted. 

In their place, the following new Section 2.1.B is inserted:




 




“B.                               Release

of Security.  If the Borrower sells its

property located at 3833 North White Avenue, Eau Claire, WI 54703, the Borrower

shall pay over the net proceeds from such sale to Sadler in reduction of the

amount then outstanding on the Loans, and Sadler shall release the Mortgage on

such property.”




 




2.                                       Section

8.1.6 of the Schedule is deleted.




 




3.                                       The

date set forth in Section 9.1 of the Schedule is amended to read “September 30,

2003”.




 




The Loan

Agreement, as amended by Amendment Nos. 1 and 2 and by this Amendment No. 3, is

hereby ratified and confirmed.




 




 




	

  October 7,

  2002


  	

   


  	

   


  	

   


  	

  /s/ William

  S. Sadler


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  William S.

  Sadler


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  DOTRONIX,

  INC.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  By:


  	

  /s/ Robert

  V. Kling


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  Its: Chief

  Financial Officer


  
							





 





























 




THIRD EXTENSION AND

AMENDMENT OF MORTGAGE




 




THIS

AGREEMENT, made to be effective this 7th day of October, 2002 between William

S. Sadler (“Lender”) and Dotronix, Inc., a Minnesota corporation (“Borrower”).




 




WITNESSETH,

that whereas the said Lender is the owner and holder of a certain Secured

Promissory Note in the original principal amount of $1,000,000.00 made by the Borrower,

dated February 23, 2000, as amended by the first and second extensions and

amendments thereto, the second of which previously increased such principal

amount to One Million Five Hundred Thousand Dollars ($1,500,000.00) (the

“Note”), payable to the order of Lender, and which Note is secured by a

mortgage on real estate owned by Borrower, situated in the County of Chippewa

and State of Wisconsin, and recorded in the office of the Register of Deeds of

said County, dated February 23, 2000, and filed March 9, 2000, as Document No.

605192 and amended by the first extension and amendment thereto filed January

26, 2001 as Document No. 617200 and by the second extension and amendment

thereto filed November 16, 2001 as Document No. 631766 (the “Mortgage”), and

Fixture Filing Statement filed April 24, 2000 as Document No. 00410145, which

property is legally described as follows:




 




Lots 1, 2, 3,

4 and 5, Block 5, Chamber of Commerce Addition to the City of Eau Claire,

Chippewa County, Wisconsin




 




AND WHEREAS,

at the special instance and request of Borrower, as the present owner of said

real estate, the Lender has agreed to extend the due date of the Note to

September 30, 2003 pursuant to that certain Third Extension and Amendment of

Secured Promissory Note of even date herewith given by the Borrower to the

Lender.




 




NOW,

THEREFORE, said Borrower does hereby agree with the Lender as follows:




 




1.                                       The

date set forth in the third paragraph following Granting Clause D is amended to

read “September 30, 2003”.




 




IT IS HEREBY

FURTHER AGREED that all the stipulations, provisions, conditions and covenants

of said Note, as amended, and Mortgage shall remain in full force and effect,

except as herein modified or otherwise expressly agreed to by the parties, and

nothing herein contained shall be construed to impair the security or lien of

the holder of said mortgage, nor to affect nor impair any rights or powers

which it may have under said Note and Mortgage for nonfulfillment of this

agreement.




 




2





























 




IN TESTIMONY

WHEREOF, the parties hereto have caused these presents to be executed effective

the day and year first above written.




 




 




	

   


  	

   


  	

   


  	

   


  	

  LENDER:


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  /s/ William

  S. Sadler


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  William S.

  Sadler


  	

   


  





 








	

  STATE OF

  MINNESOTA


  	

  )


  
	

   


  	

  ) SS.


  
	

  COUNTY OF

  RAMSEY


  	

  )


  










 




The foregoing

was acknowledged before me this 7th day of October, 2002, by William S. Sadler.




 




	

   


  	

   


  	

   


  	

   


  	

   


  	

  /s/ Gloria

  A. Pettis


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Notary

  Public


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  BORROWER:


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Dotronix,

  Inc.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  By:


  	

  /s/ Robert

  V. Kling


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Its:


  	

  Chief

  Financial Officer


  
								





 








	

  STATE OF

  MINNESOTA  


  	

  )


  
	

   


  	

  ) SS.


  
	

  COUNTY OF

  RAMSEY


  	

  )


  










 




The foregoing

was acknowledged before me this 7th day of October, 2002, by Robert

V. Kling, the Chief Financial Officer of Dotronix, Inc., a corporation under

the laws of the State of Minnesota.




 




	

   


  	

   


  	

   


  	

   


  	

  Gloria A.

  Pettis


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  Notary

  Public


  	

   


  





 




3





























 




THIRD EXTENSION AND

AMENDMENT




OF SECURED PROMISSORY

NOTE




 




THIS

AGREEMENT, made to be effective this 7th day of October, 2002, between William

S. Sadler (“Lender”) and Dotronix, Inc., a Minnesota corporation (“Borrower”).




 




Reference is

hereby made to that Secured Promissory Note dated February 23, 2000, from

Dotronix, Inc., a Minnesota corporation, in favor of William S. Sadler, in the

principal amount of One Million Dollars ($1,000,000), as amended by the first

and second extensions and amendments thereto, the second of which previously

increased such principal amount to One Million Five Hundred Thousand Dollars

($1,500,000) (the “Note”).  Capitalized

terms which are used in this Third Extension and Amendment and which are not

otherwise defined herein have the meanings assigned to them in the Note.




 




Sadler and the

Borrower hereby agree to amend the Note as follows:




 




1.                                       The

date set forth in the first paragraph of the Note is amended to read “September

30, 2003”.




 




The Note, and

this Third Extension and Amendment, are hereby ratified and confirmed.




 




This Agreement

is only a revision and not a novation. 

Except as provided in this Agreement, all terms and conditions of the

Secured Promissory Note, the Loan and Security Agreement as amended and any

other documents given in connection therewith, shall remain in full force and

effect.




 




IN WITNESS

WHEREOF, the parties have signed this Agreement on the day and year first above

written.




 




	

   


  	

   


  	

   


  	

   


  	

   


  	

  /s/ William

  S. Sadler


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  William S.

  Sadler


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  DOTRONIX,

  INC.


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  By:


  	

  /s/ Robert

  V. Kling


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  Its:


  	

  Chief

  Financial Officer


  
									





 




4