EXHIBIT 10.152



                           DISPLAY TECHNOLOGIES, INC.

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

    THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT, made and entered into
this 17th day of January,  2001,  by and among  DISPLAY  TECHNOLOGIES,  INC., a
Nevada corporation (the "COMPANY"),  and the entities listed on Exhibit A hereto
(the "INVESTORS"),

                              W I T N E S S E T H:
                              - - - - - - - - - -

    WHEREAS,  the Company  and the  Investors  have  entered  into that  certain
Agreement  to  Provide   Guaranty  dated  January  ___,  2001,   (the  "PURCHASE
AGREEMENT"),  pursuant to which the Company is issuing to the  Investors  50,000
shares  ("PREFERRED  SHARES") of the Company's Series A-1 Convertible  Preferred
Stock,  $.001  par  value per  share,  and  Warrants  ("WARRANTS")  to  purchase
3,000,000  shares (subject to adjustment) of Common Stock,  $0.001 par value per
share  ("COMMON  STOCK");  and

    WHEREAS,  the  obligation  of the Investors to  consummate  the  transaction
contemplated by the Purchase  Agreement is conditioned upon, among other things,
the  amendment  and  restatement  of the existing  Investors'  Rights  Agreement
between the parties dated July 30, 1999 (the "PRIOR  AGREEMENT") to cover shares
of Common Stock issuable upon  conversion of the Preferred Stock and exercise of
the Warrants;

    NOW, THEREFORE,  in consideration of the mutual covenants and agreements set
forth  herein,  and other  good and  valuable  consideration,  the  receipt  and
adequacy of which is hereby acknowledged,  the parties,  intending to be legally
bound,  hereby amend and restate the Prior  Agreement to read in its entirety as
follows:

    1.    CERTAIN DEFINITIONS.  As  used in  this Agreement, the following terms
          -------------------
shall have the following respective meanings:

         "COMMISSION"  shall mean the Securities and Exchange  Commission or any
successor agency.

         "REGISTRABLE  SECURITIES" shall mean the shares of the Company's Common
Stock issuable upon the conversion of the Preferred Shares,  the exercise of the
Warrants,  or the  exercise of the  warrants  ("PRIOR  WARRANTS")  issued to the
Investors pursuant to the Securities Purchase Agreement dated July 30, 1999.

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         "REGISTRATION  STATEMENT" shall mean a registration statement complying
with the requirements of the registration  form of the Commission on which it is
filed,  which shall be a form allowable for the  registration of the Registrable
Securities subject thereto.

         The  terms  "REGISTER,"  "REGISTERED"  and  "REGISTRATION"  refer  to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance with the Securities Act (as hereinafter defined), and the declaration
or ordering of the effectiveness of such registration statement.

         "HOLDER"  shall  mean  each  of the  Investors  and any  transferee  of
Registrable  Securities  who,  pursuant  to SECTION  12 below,  is  entitled  to
registration rights hereunder. "1934 ACT" shall mean the Securities Exchange Act
of 1934, as amended.

         "RESTRICTED  SECURITIES"  shall  mean  the  securities  of the  Company
required  to bear the  legend  set  forth in  SECTION 3 hereof  (or any  similar
legend).

         "REGISTRATION EXPENSES" shall mean all expenses incurred by the Company
in complying with SECTIONS 5 and 6 hereof,  including,  without limitation,  all
registration,  qualification,  and filing fees, printing expenses,  escrow fees,
fees  and  disbursements  of  counsel  for  the  Company,  reasonable  fees  and
disbursements  of one counsel for the Holders,  blue sky fees and expenses,  and
the  expense  of  any  special  audits  incident  to or  required  by  any  such
registration.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

         "SELLING  EXPENSES" shall mean all  underwriting  discounts and selling
commissions applicable to the securities registered by the Holders.

    2.   RESTRICTIONS ON TRANSFERABILITY. The Restricted Securities shall not be
         -------------------------------
transferable  except upon the  conditions  specified  in this  Agreement,  which
conditions  are  intended  to  ensure  compliance  with  the  provisions  of the
Securities  Act.  Each Holder of Restricted  Securities  will cause any proposed
transferee  of  Restricted  Securities  held by such Holder to agree to take and
hold  such  Restricted  Securities  subject  to  the  provisions  and  upon  the
conditions specified in this Agreement.

    3.   RESTRICTIVE LEGEND.  Each certificate representing  preferred shares or
         -------------------
shares of  Common  Stock  issued  upon  conversion  of  Preferred  Shares or the
exercise of Warrants or Prior Warrants shall (unless otherwise  permitted by the
provisions of SECTION 4 below) be stamped or otherwise  imprinted  with a legend
in the following form (in addition to any legend required under applicable state
securities laws):

    THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
    THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  ("FEDERAL  ACT") OR THE FLORIDA
    SECURITIES AND INVESTOR PROTECTION ACT, AS AMENDED, ("FLORIDA ACT") AND HAVE
    NOT BEEN REGISTERED  UNDER ANY OTHER STATE  SECURITIES LAW. THESE SHARES MAY
    NOT BE  OFFERED  FOR SALE,  SOLD,  TRANSFERRED,  HYPOTHECATED  OR  OTHERWISE
    DISPOSED OF UNLESS A REGISTRATION STATEMENT

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<PAGE>

    WITH RESPECT TO THESE SHARES IS EFFECTIVE UNDER THE FEDERAL ACT, THE FLORIDA
    ACT, AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, OR SUCH REGISTRATION IS
    NOT REQUIRED.


    4. NOTICE OF PROPOSED TRANSFERS. The Holder of each certificate representing
       ----------------------------
Restricted  Securities  by acceptance  thereof  agrees to comply in all respects
with the  provisions  of this SECTION 4. Prior to any  proposed  transfer of any
Restricted Securities,  unless there is in effect a registration statement under
the Securities Act covering the proposed transfer, the Holder thereof shall give
written  notice  to the  Company  of such  Holder's  intention  to  effect  such
transfer.  Each such notice shall describe the manner and  circumstances  of the
proposed transfer in sufficient  detail,  and shall, if the Company so requests,
be accompanied (except in transactions in compliance with Rule 144) by a written
opinion of legal  counsel who shall be reasonably  satisfactory  to the Company,
addressed to the Company and  reasonably  satisfactory  in form and substance to
the  Company's  counsel,  to  the  effect  that  the  proposed  transfer  of the
restricted  securities may be effected without registration under the Securities
Act,  whereupon the Holder of such  Restricted  Securities  shall be entitled to
transfer such  Restricted  Securities in accordance with the terms of the notice
delivered by the Holder to the Company; provided,  however, that no opinion need
be  obtained  with  respect  to a  transfer  to an  "AFFILIATE"  of a Holder  of
Restricted  Securities  as that term is defined in Rule 405  promulgated  by the
Commission under the Securities Act, or the spouse, children,  grandchildren, or
spouse of such  children  or  grandchildren  of any  Holder or to trusts for the
benefit of any Holder or such persons, if the transferee agrees to be subject to
the  terms  hereof.  Each  certificate   evidencing  the  Restricted  Securities
transferred as above provided shall bear the appropriate  restrictive legend set
forth in  SECTION  3 above,  except  that such  certificate  shall not bear such
restrictive  legend if in the opinion of counsel for the Company  such legend is
not  required  in order to  establish  compliance  with  any  provisions  of the
Securities Act.

    5. REQUIRED REGISTRATION.  Within 60 days following the date of a request to
       ---------------------
do  so  by  the  Investors,  the  Company  shall  file  with  the  Commission  a
Registration  Statement  on Form S-3 (or such other form as may be  available if
Form S-3 is not) under the Securities Act  registering  for public resale by the
Holders all of the Registrable Securities.  The Company shall use its reasonable
best efforts to cause the  Registration  Statement to become effective and to be
approved by such other governmental  agencies or authorities as may be necessary
to enable the  Holders to  publicly  offer and sell the  Registrable  Securities
immediately  upon the conversion of the Preferred Shares or exercise of Warrants
or  Prior  Warrants.  The  Registration  Statement  shall  be  filed as a "shelf
registration" pursuant to Rule 415 of the Securities Act, providing for the sale
of Registrable Shares included therein on a delayed or continuous basis.


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<PAGE>

    6. COMPANY REGISTRATION.
       --------------------

         (a) If, prior to the effectiveness of a Registration Statement covering
all the  Registrable  Securities  pursuant  to  SECTION  5,  the  Company  shall
determine to register any of its  securities,  either for its own account or the
account of a security  holder or  holders,  other than a  registration  relating
solely  to  employee  benefit  plans,  or a  registration  relating  solely to a
transaction covered by Rule 145 of the Commission, the Company will:

              (i) promptly give to each Holder written  notice  thereof; and

              (ii)    include    in   such   registration   (and   any   related
         qualification  under  blue sky laws or  other  compliance),  and in any
         underwriting involved therein, all the Registrable Securities specified
         in a written request or requests,  made within 20 days after receipt of
         such  written  notice  from the  Company,  by any  Holder  or  Holders,
         provided that to the extent so advised by the underwriters, the Company
         may limit the amount of  Registrable  Securities  to be included by the
         Holders  in any  registration  and  to the  extent  so  advised  by the
         underwriters,  exclude all  Registrable  Securities  entirely  from the
         registration.

         (b) In any  registration  in which the  Company  limits  the  number of
Registrable Securities included therein pursuant to SECTION 6(a)(ii), the amount
of  Registrable  Securities of Holders  which are included in such  registration
shall be allocated to the Holders in proportion,  as nearly as  practicable,  to
the respective amounts of Registrable Securities held by each of such Holders as
of the date of the notice  given  pursuant  to SECTION  6(a)(i)  and the Holders
shall be  entitled  to include  Registrable  Securities  pro rata based on total
Common Stock ownership if any  shareholders are allowed to include shares in the
offer.

    7. EXPENSES OF REGISTRATION.  The Company will pay all Registration Expenses
incurred in connection with the registration of Registrable  Securities pursuant
to SECTIONS 5 and 6. All Selling  Expenses  relating to  Registrable  Securities
registered by the Holders shall be borne by the Holders of such  securities  pro
rata on the basis of the number of shares so registered.

    8. REGISTRATION PROCEDURES. In the case of each registration, qualification,
       -----------------------
or  compliance  effected by the Company  pursuant to this  Agreement the Company
will  keep  each  Holder  advised  in  writing  as to  the  initiation  of  each
registration, qualification, and compliance and as to the completion thereof. At
its expense the Company will:

         (a)  Keep such registration, qualification, or compliance effective for
a period  of 120  days or  until  the  Holder  or  Holders  have  completed  the
distribution described in the registration statement relating thereto, whichever
first  occurs;  provided,  however,  that  in the  case of any  registration  of
Registrable  Securities  which are  intended  to be offered on a  continuous  or
delayed basis  (including the  registration to be effected under SECTION 5), the
registration  statement  shall be kept  effective  until  all  such  Registrable
Securities are sold.

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<PAGE>

         (b) Furnish such number of prospectuses  and other  documents  incident
thereto  as  Holders  from  time to time  may  reasonably  request  in  order to
facilitate the disposition of securities owned by them.

         (c) Prepare and file with the  Commission as soon as  practicable  such
amendments  and  supplements to such  Registration  Statement and the prospectus
used in  connection  with such  Registration  Statement  as may be  necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement.

         (d) Use its  reasonable  best  efforts  to  register  and  qualify  the
securities covered by such Registration Statement under such other securities or
blue sky laws of such  jurisdictions  as shall be  reasonably  requested  by the
Holders, provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions.

         (e) In the event of any underwritten  public  offering,  enter into and
perform its obligations under an underwriting  agreement, in usual and customary
form, with the managing underwriter of such offering.  Each Holder participating
in such  underwriting  shall also enter into and perform its  obligations  under
such an agreement.

         (f)  Notify  each  Holder of  Registrable  Securities  covered  by such
Registration  Statement  at any  time  when a  prospectus  relating  thereto  is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such Registration  Statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading in light of the circumstances then existing.

    9.   INDEMNIFICATION.
         ---------------

         (a) The Company  will  indemnify  each  Holder,  each of its  officers,
directors  and  partners  and  such  Holder's  legal  counsel  and   independent
accountants,  and each  person  controlling  such  Holder  within the meaning of
Section  15  of  the  Securities  Act,  with  respect  to  which   registration,
qualification,  or compliance has been effected pursuant to this Agreement,  and
each  underwriter,  if any, and each person who controls any underwriter  within
the meaning of Section 15 of the Securities Act,  against all expenses,  claims,
losses,  damages and liabilities (or actions in respect thereof),  including any
of the foregoing  incurred in settlement  of any  litigation,  arising out of or
based on any untrue  statement (or alleged untrue  statement) of a material fact
contained in any Registration Statement,  prospectus, offering circular or other
document,  or  any  amendment  or  supplement  thereto,  incident  to  any  such
registration, qualification, or compliance, or based on any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not  misleading,  or any violation by the Company of any rule or
regulation  promulgated  under the  Securities Act or the 1934 Act applicable to

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<PAGE>

the  Company  and  relating  to action or  inaction  required  of the Company in
connection with any such registration,  qualification,  or compliance,  and will
reimburse each such Holder, each of its officers,  directors,  and partners, and
such  Holder's  legal  counsel  and  independent  accountants,  and each  person
controlling such Holder,  each such underwriter and each person who controls any
such underwriter,  for any legal and any other expenses  reasonably  incurred in
connection with  investigating,  preparing,  or defending any such claim,  loss,
damage,  liability,  or action,  provided that the Company will not be liable in
any such case to the extent that any such claim,  loss,  damage,  liability,  or
expense arises out of or is based on any untrue statement or omission or alleged
untrue  statement  or omission,  made in reliance  upon and in  conformity  with
written  information  furnished to the Company by an instrument duly executed by
such Holder or underwriter and stated to be specifically for use therein.

         (b) Each Holder will, if Registrable Securities held by such Holder are
included in the  securities  as to which such  registration,  qualification,  or
compliance is being effected,  indemnify the Company,  each of its directors and
officers, and its legal counsel and independent  accountants,  each underwriter,
if any, of the Company's  securities  covered by such a registration  statement,
each person who controls the Company or such  underwriter  within the meaning of
Section  15 of the  Securities  Act,  and each other  such  Holder,  each of its
officers  and  directors,  and each person  controlling  such Holder  within the
meaning  of  Section 15 of the  Securities  Act,  against  all  claims,  losses,
damages, and liabilities (or actions in respect thereof) arising out of or based
on any untrue  statement  (or  alleged  untrue  statement)  of a  material  fact
contained in any such registration statement,  prospectus, offering circular, or
other  document or any  amendment  or  supplement  thereto,  or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements  therein not misleading,  and will reimburse
the Company, such Holders, such directors,  officers, legal counsel, independent
accountants,  underwriters,  or  control  persons  for any  legal  or any  other
expenses  reasonably  incurred in connection with investigating or defending any
such claim, loss, damage,  liability, or action, in each case to the extent, but
only to the extent,  that such untrue statement (or alleged untrue statement) or
omission  (or  alleged  omission)  is  made  in  such  Registration   Statement,
prospectus,  offering circular, or other document or any amendment or supplement
thereto in reliance upon and in conformity with written information furnished to
the  Company by an  instrument  duly  executed  by such  Holder and stated to be
specifically for use therein;  provided,  however,  that the obligations of such
Holder  hereunder shall be limited to an amount equal to the net proceeds before
expenses and  commissions to each such Holder of Registrable  Securities sold as
contemplated herein.

         (c) Each party  entitled to  indemnification  under this SECTION 9 (the
"INDEMNIFIED  PARTY")  shall  give  notice  to the  party  required  to  provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be

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<PAGE>

approved by the  Indemnified  Party (whose  approval  shall not be  unreasonably
withheld),  and the  Indemnified  Party may  participate in such defense at such
party's expense,  and provided further that the failure of any Indemnified Party
to give notice as provided  herein shall not relieve the  Indemnifying  Party of
its  obligations  under this  Agreement,  except to the extent,  but only to the
extent,  that the  Indemnifying  Party's ability to defend against such claim or
litigation  is  impaired  as a  result  of  such  failure  to  give  notice.  No
Indemnifying  Party,  in the  defense  of any such claim or  litigation,  shall,
except  with the  consent  of each  Indemnified  Party,  consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such  Indemnified  Party
of a release from all liability in respect to such claim or litigation.

         (d) If the indemnification  provided for in this SECTION 9 is held by a
court of competent  jurisdiction to be unavailable to an Indemnified  Party with
respect to any loss,  liability,  claim, damage, or expense referred to therein,
then the  Indemnifying  Party, in lieu of indemnifying  such  Indemnified  Party
hereunder,  shall  contribute to the amount paid or payable by such  Indemnified
Party as a result of such loss,  liability,  claim,  damage,  or expense in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party on the one hand and of the  Indemnified  Party on the other in  connection
with the statement or omissions  that resulted in such loss,  liability,  claim,
damage, or expense as well as any other relevant equitable  considerations.  The
relative fault of the Indemnifying  Party and of the Indemnified  Party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue  statement of a material  fact or the  omission to state a material  fact
relates to information  supplied by the Indemnifying Party or by the Indemnified
Party and the parties' relative intent,  knowledge,  access to information,  and
opportunity to correct or prevent such statement or omission.

    10. INFORMATION BY HOLDER.  The Holder or Holders of Registrable  Securities
        ---------------------
included  in any  registration  shall  furnish to the Company  such  information
regarding such Holder or Holders and the distribution proposed by such Holder or
Holders  as the  Company  may  reasonably  request  in  writing  and as shall be
required  in  connection  with any  registration,  qualification  or  compliance
referred to in this agreement.

    11. RULE 144  REPORTING.  With a view to making  available  the  benefits of
        -------------------
certain rules and regulations of the Commission which may at any time permit the
sale of the Restricted Securities to the public without registration the Company
agrees to:

         (a)  Make and keep  public information  available,  as those  terms are
understood and defined in Rule 144 under the Securities Act;

         (b)  File with the  Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the 1934 Act;

         (c)  Furnish  to  Holders  of  Registrable  Securities  forthwith  upon
request,  a written  statement  by the  Company  as to its  compliance  with the
reporting  requirements of Rule 144, and of the Securities Act and the 1934 Act,

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<PAGE>

a copy of the most recent  annual or quarterly  report of the Company,  and such
other reports and documents of the Company as a Holder of Registrable Securities
may  reasonably  request in  availing  itself of any rule or  regulation  of the
Commission   allowing   such  Holder  to  sell  any  such   securities   without
registration.

    12.  TRANSFER  OF  REGISTRATION  RIGHTS.  The right to cause the  Company to
         ----------------------------------
register  securities  granted  the  Holders  hereunder  may  be  assigned  to  a
transferee or assignee of the  Registrable  Securities.  In addition,  rights to
cause the Company to register Registrable  Securities may be freely assigned (a)
to any  constituent  partner,  active or  retired,  of a Holder  of  Registrable
Securities,  where such Holder is a  partnership,  (b) to the estate of any such
partner,  or to his or her  spouse or to the  siblings,  lineal  descendants  or
ancestors of such  partner by gift,  will or  intestate  succession,  (c) to any
affiliate  (as that term is defined in Rule 405  promulgated  by the  Commission
under the  Securities  Act), or (d) to the spouse,  children,  grandchildren  or
spouse of such  children  or  grandchildren  of any  Holder or to trusts for the
benefit of any Holder or such persons.

    13. PREEMPTIVE RIGHTS. (a) Except as set forth in subsection (c) hereof, the
        -----------------
Company shall not issue or sell any shares of Common Stock,  Preferred Stock, or
other  securities,  any rights or options to purchase  Common  Stock,  Preferred
Stock,  or  other  securities,  or  any  debt  or  shares  convertible  into  or
exchangeable for Common Stock, Preferred Stock, or other securities, whether now
or hereafter  authorized and whether unissued or in the treasury  (collectively,
"PREEMPTIVE SHARES"), unless each Investor shall first have been given the right
to  acquire,  at a price no less  favorable  than that at which such  Preemptive
Shares  are to be offered to others,  a portion  of the  Preemptive  Shares,  as
provided in subsection (b) below.

         (b) The Company  shall give each Investor  prior written  notice of any
proposed  issuance or sale described in subsection  (a),  including the price at
which such  securities  are to be offered and the time  period for the  offering
(which shall not exceed four months),  and each Investor  shall have twenty days
from the giving of such notice  within which to elect to acquire that portion of
the  Preemptive  Shares being offered equal to its  percentage  ownership of the
outstanding  Common  Stock  (which  shall be  determined  as if all  outstanding
Preferred Shares had been converted into Common Stock and all Warrants and Prior
Warrants exercised) immediately preceding such issuance or sale. Upon expiration
of such  twenty-day  period,  the Company  shall send a notice to each  Investor
setting forth which Investors have exercised such preemptive rights ("PURCHASING
INVESTORS")  and  which  have not  exercised  such  rights,  and the  number  of
Preemptive  Shares as to which  preemptive  rights were and were not  exercised.
Purchasing Investors shall then have an additional ten days in which to elect to
acquire  additional  Preemptive  Shares as to which  preemptive  rights were not
exercised.  Such additional number of Preemptive Shares shall be allocated among
such  Purchasing  Investors  (i) as nearly as  possible  in  proportion  to each
Purchasing  Investor's  percentage  ownership of outstanding Common Stock (which
shall be determined as if all  outstanding  Preferred  Shares had been converted
into  Common  Stock  and  all  Warrants  and  Prior  Warrants  exercised),  (ii)
thereafter,  to those  Purchasing  Investors  that  elected to acquire a greater
number of Preemptive  Shares than allocated to such  Purchasing  Investors under
clause (i), in proportion to the number of shares of Common Stock (determined as

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<PAGE>

in clause (i)) held by each such Purchasing Investor,  and (iii) thereafter,  in
like manner until all such  additional  Preemptive  Shares have been  allocated;
provided,  however,  in no event shall any  Purchasing  Investor be  allocated a
greater number of Preemptive Shares than such Purchasing Investor has elected to
purchase.  If any transaction  specified by the Company in any such notice shall
not be consummated  within four months from the date of such notice, the Company
shall again comply with the  provisions  of this SECTION 13 with respect to such
transaction, and all Investors shall again have preemptive rights hereunder with
respect  to the  transaction,  regardless  of  whether  any  such  Investor  had
previously  exercised  or  failed to  exercise  such  rights.  Any  purchase  of
securities  pursuant to the exercise of preemptive  rights shall be  consummated
simultaneously  with,  and  shall  be  conditioned  upon,  consummation  of  the
transaction proposed by the Company.

         (c) If some, but not all, of the securities offered by the Company in a
transaction  for which a notice has been given  pursuant to subsection (b) above
remain unsold by the end of the period specified in the notice,  then the unsold
securities  shall be  offered,  at a price and on terms no less  favorable  than
those pertaining to securities sold in the  transaction,  to those Investors who
purchased  Preemptive Shares. The procedure set forth in subsection (b) shall be
followed to allocate the available  securities  among the Investors  entitled to
purchase them  hereunder.

         (d) The restrictions contained in, and preemptive rights granted under,
this SECTION 13 shall not apply to shares  issued or issuable by the Company (i)
in connection with a merger or consolidation of the Company into or with another
corporation  or a  business  combination  effected  through an  exchange  of the
Company's shares for the securities of another Company,  (ii) upon conversion of
Preferred  Shares  or  exercise  of  Warrants  or  Prior  Warrants,  (iii)  to a
Purchasing  Investor pursuant to this SECTION 13, (iv) to employees  pursuant to
an incentive stock option plan, or (v) through a registered  underwritten public
offering.  The rights  granted  to the  Investors  under this  SECTION 13 may be
waived for all such Investors with respect to any Preemptive Shares by a written
waiver executed by the Investors possessing 51% of the total voting power of the
outstanding Preferred Shares.

    14.  OBSERVATION  RIGHTS. (a) The Investors shall be given a copy of any and
         -------------------
all notices or other  written  materials  sent to the Board of  Directors of the
Company at the same time as such materials are given to the members of the Board
of  Directors,  including  without  limitation,  notices  of  meetings,  written
consents to be signed by members of the Board of  Directors,  and  financial  or
other reports.

         (b) The  Investors  shall  have the  right  to have one  representative
attend  all  meetings  of the  Board  of  Directors  or  any  of its  committees
(including any adjournments thereof) either in person or by such other method as
shall be  allowed  under the Bylaws  for  directors.  No meeting of the Board of
Directors or any committee thereof shall be conducted unless such representative
of the Investors  shall have been given prior written  notice of such meeting at
least two days prior to the date of such meeting. Such representative shall have
the right to speak at such  meetings and to make such  suggestions  and requests
during such meetings as such representative deems appropriate,  and the Board of

                                       9
<PAGE>

Directors  shall consider such  suggestions  and requests in good faith.  Except
when the  attorney-client  privilege  would  be  compromised  in the  reasonable
opinion of counsel  for the  Company,  the  Company  hereby  waives any right to
exclude such representative  from any such meeting or any right,  whether legal,
procedural,  or otherwise,  to conduct any such meetings in executive session or
otherwise  to the  exclusion  of such  representative.  Exercise  of the  rights
granted  in this  subsection  (b) shall  not be,  and shall not be deemed to be,
participation by the Investors on the Board of Directors of the Company.

         (c) In addition to the foregoing, the Investors shall have the right to
review any material  consent  resolutions of the Board of Directors prior to the
execution  thereof,  and to make such  suggestions  and  requests  with  respect
thereto as the Investors deem appropriate.

         15.  GOVERNING LAW. This Agreement and the legal relations  between the
              -------------
parties  arising  hereunder  shall be governed by and  interpreted in accordance
with the laws of the State of Florida,  without giving effect to the conflict of
laws provisions thereof.  The parties hereto agree to submit to the jurisdiction
of the  federal  and state  courts of the State of Florida  with  respect to the
breach or  interpretation  of this  Agreement or the  enforcement of any and all
rights, duties,  liabilities,  obligations,  powers, and other relations between
the parties arising under this Agreement.

    16. ENTIRE  AGREEMENT.  This Agreement  supersedes  the Prior  Agreement and
        -----------------
constitutes the full and entire  understanding and agreement between the parties
regarding rights to registration. Except as otherwise expressly provided herein,
the  provisions  hereof shall inure to the benefit of, and be binding upon,  the
successors, assigns, heirs, executors, and administrators of the parties hereto.

    17. NOTICES, ETC. All notices and other communications required or permitted
        -------------
hereunder  shall be in  writing  and  shall be  deemed  effectively  given  upon
delivery  to the party to be  notified  in person or by courier  service or five
days after deposit with the united states mail, by registered or certified mail,
postage  prepaid,  addressed (a) if to an investor,  to  investor's  address set
forth in  exhibit  a, or at such  other  address  as such  investor  shall  have
furnished  to the  company  in  writing,  or (b) if to any  other  holder of any
registrable securities,  to such address as such holder shall have furnished the
company in writing,  or,  until any such holder so  furnishes  an address to the
company,  then to and at the  address  of the last  holder  of such  registrable
securities  who has so  furnished  an address to the  company,  or (c) if to the
company,  to its address set forth in the purchase agreement to the attention of
the  corporate  secretary,  or at such other  address as the company  shall have
furnished to the holders.

    18.  COUNTERPARTS.   This  Agreement  may  be  executed  in  any  number  of
         ------------
counterparts,  each of which may be executed  by less than all  parties  hereto,
each of which shall be enforceable  against the parties actually  executing such
counterparts, and all of which together shall constitute one instrument.

                                       10
<PAGE>

    19.  AMENDMENT.  Any provision of this  Agreement may be amended,  waived or
         ---------
modified  upon the  written  consent  of the (i)  Company,  and (ii)  Holders of
two-thirds  of the shares of  Registrable  Securities  (treating  the  Preferred
Shares as converted  and Warrants and Prior  Warrants as exercised and excluding
for all purposes in such computation any Common Stock resold to the public). Any
Holder  may  waive  any of its  rights or the  Company's  obligations  hereunder
without obtaining the consent of any other person.

    20.  TERM.  This  Agreement  shall remain in full force and effect until the
         ----
Investors no longer hold any Registrable Securities or seven years from the date
hereof, whichever occurs first.

    IN WITNESS WHEREOF,  the parties hereto have executed this Investors' Rights
Agreement as of the date first set forth above.




                            (Signatures on next page)


                                       11
<PAGE>


                  COMPANY:

                              DISPLAY TECHNOLOGIES, INC.


                              By:  /s/ J. William Brandner
                                 -----------------------------------------------
                              Name:
                                   ---------------------------------------------
                              Title:    President
                                    --------------------------------------------

                  INVESTORS:

                              RAYMOND JAMES CAPITAL
                                PARTNERS, L.P.,
                                a Delaware limited partnership

                              By:  RJC PARTNERS, L.P., a Delaware limited
                                   partnership, its General Partner

                              By:  RJC PARTNERS, INC.
                                   a Delaware corporation, its General Partner


                                     By:   /s/ Gary A. Downing
                                        ----------------------------------------
                                        Gary A. Downing, President

                              RENAISSANCE CAPITAL GROWTH &
                              INCOME FUND III, INC.


                              By:     /s/ Russell Cleveland
                                 -----------------------------------------------
                              Name:   Russell Cleveland
                                   ---------------------------------------------
                              Title:   President
                                    --------------------------------------------

                              RENAISSANCE US GROWTH & INCOME
                              TRUST PLC


                                     By:  /s/ Russell Cleveland
                                       -----------------------------------------
                                       Russell Cleveland,  Director


                                       12

<PAGE>



                                    EXHIBIT A

                              SCHEDULE OF INVESTORS



         NAME AND ADDRESS OF INVESTORS
_____________________________________________________
_____________________________________________________


  RAYMOND JAMES CAPITAL PARTNERS, L.P.
  880 Carillon Parkway
  St. Petersburg, FL  33716
  Attn:  Gary A. Downing
  Facsimile:  727-575-5873

  RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
  8080 North Central Expressway
  Suite 210-LB59
  Dallas, TX  75206
  Attn:  Robert C. Pearson
  Facsimile:  214-891-8291

  RENAISSANCE US GROWTH & INCOME
  TRUST PLC
  8080 North Central Expressway
  Suite 210-LB59
  Dallas, TX  75206
  Attn:  Robert C. Pearson
  Facsimile:  214-891-8291



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