Exhibit  10.149

                           LOAN AND SECURITY AGREEMENT

                                  BY AND AMONG

             DISPLAY TECHNOLOGIES, INC. AND AFFILIATES, AS BORROWER,

                                       AND

                           SOUTHTRUST BANK, AS LENDER

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                           LOAN AND SECURITY AGREEMENT

         THIS AGREEMENT made this 11th day of January,  2001,  between  DISPLAY
TECHNOLOGIES,  INC., a Nevada  corporation  ("Display"  or  "Parent"),  DON BELL
INDUSTRIES,   INC.,  a  Florida   corporation   ("Don  Bell");   J.  M.  STEWART
MANUFACTURING,  INC., a Florida corporation  ("Stewart  Manufacturing");  LA-MAN
CORPORATION,  a Nevada  corporation  ("La-Man");  J. M. STEWART  CORPORATION,  a
Florida corporation ("Stewart Corporation");  J. M. STEWART INDUSTRIES.  INC., a
Florida  corporation  ("Stewart  Industries");  VISION TRUST MARKETING,  INC., a
Florida  corporation  ("VisionTrust");  LOCKWOOD  SIGN  GROUP,  INC.,  a Florida
corporation  ("Lockwood");  AMERIVISION  OUTDOOR,  INC.,  a Florida  corporation
("AmeriVision") (collectively,  the "Borrower"); and SOUTHTRUST BANK, an Alabama
banking  corporation  formerly  doing  business  as  SouthTrust  Bank,  National
Association, with its principal office in Birmingham, Alabama ("Bank").

                                R E C I T A L S:

         As more  particularly  described in the  Restructuring  Agreement,  the
Borrower has requested Bank to restructure  certain  outstanding  obligations of
the  Borrower  to the  Bank  and,  as part of such  restructure,  to lend to the
Borrower up to the sum of $14,877,510.44 on a revolving loan basis, to renew and
restructure  an  outstanding  term  note in the  original  principal  amount  of
$1,000,000.00,  and to maintain the issuance of a letter of credit in the amount
of $2,500,000.00,  and the Bank is willing to do so, but only upon the terms and
subject  to  the  conditions   hereinafter  set  forth  and  set  forth  in  the
Restructuring Agreement.

         NOW, THEREFORE, Bank and Borrower agree as follows:

         1.  DEFINED  TERMS.  As used in this Loan and Security  Agreement,  the
following terms shall have the following meanings:

            1.1  ACCOUNT  DEBTOR -- any Person  who is or may  become  obligated
under or on  account  of an  Account,  Chattel  Paper,  General  Intangible,  or
Instrument (as defined in the Code).

            1.2 ACCOUNTS -- all accounts,  accounts  receivable,  chattel paper,
leases,  instruments,  documents,  promissory  notes,  contracts  for receipt of
money,  conditional  sates  contracts,  and  evidences of Debt of or owing to or
acquired by Borrower whether now existing or hereafter  arising,  whether or not
it has been  earned  by  performance,  and  whether  or not it has been  billed,
including  (i) all  accounts and other rights to payment of money which arise or
result from  Borrower's  selling,  leasing,  or other  disposition of Borrower's
goods or the  providing  of  services  by  Borrower,  (ii) the  proceeds  of any
insurance  covering the Collateral,  and (iii) the return of unearned  insurance
premiums.

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            1.3  AD  ART  -- Ad  Art  Electronic  Sign  Corporation,  a  Florida
corporation.

            1.4  AFFILIATE  -- any director or officer of Borrower or any Person
who directly,  indirectly or beneficially,  owns 5% or more of the capital stock
of any  Borrower  or 5% of the voting  stock or rights of any  Borrower,  or any
member of the immediate family of any such officer, director, or stockholder, or
any  corporation or other entity which is controlled by,  controls,  or is under
common  control with,  any Borrower;  provided,  however,  that any Affiliate of
Raymond  James  Capital  Partners,  L.P.  other  than  Borrower  shall not be an
Affiliate hereunder.

            1.5  AGGREGATE  LOAN  VALUES  --  the  lesser  of  (i)  the  sum  of
$14,877,510.44  or (ii) the sum of the Loan Value of Accounts and the Loan Value
of Inventory.

            1.6 AGREEMENT -- this Loan and Security Agreement.

            1.7 AMENDED AND  RESTATED  TERM LOAN -- the Existing  Term Loan,  as
amended and restated pursuant to this Agreement.

            1.8 AMENDED AND RESTATED  TERM NOTE -- the Amended and Restated Term
Note in the principal amount of $456,915.66 to be made by the Borrowers  payable
to the order of the Bank and which shall  evidence the Amended and Restated Term
Loan.

            1.9 BANK -- SouthTrust Bank, an Alabama banking corporation formerly
known as SouthTrust Bank, National Association, and its successors and assigns.

            1.10  BASE  RATE  --  the  rate  of  interest   designated  by  Bank
periodically  as its Base  Rate.  The Base Rate is not  necessarily  the  lowest
interest rate charged by Bank.

            1.11 BORROWER -- Display  Technologies,  Inc., a Nevada corporation;
Don Bell Industries,  Inc., a Florida corporation;  J. M. Stewart Manufacturing,
Inc., a Florida  corporation;  La-Man Corporation.  a Nevada corporation;  J. M.
Stewart Corporation,  a Florida corporation;  J. M. Stewart Industries.  Inc., a
Florida  corporation;  Vision  Trust  Marketing,  Inc.,  a Florida  corporation;
Lockwood Sign Group, Inc., a Florida corporation; and AmeriVision Outdoor, Inc.,
a Florida corporation; each a party to this Agreement, and any other corporation
that from time to time joins in this Agreement as a Borrower.

            1.12 CASH CAPITAL  EXPENDITURES  --  expenditures  made from cash or
from proceeds of the Revolving Loan (but not from the proceeds of a term loan or
purchase  money   financing)  for  the   acquisition  of  any  fixed  assets  or
improvements,  replacements,  substitutions,  or additions  thereto which have a
useful life of more than one year,  including the direct or indirect acquisition
of such assets by way of increased product or service charges,  offset items, or
otherwise.

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            1.13 CASH FLOW FORECAST -- the 13-week cash flow forecasts  prepared
by the  Remaining  Businesses,  a true and  correct of the  original of which is
attached hereto as EXHIBIT 1.13, as the same shall be updated from time to time.

            1.14  CAPITALIZED  LEASE  OBLIGATIONS  -- any  Debt  represented  by
obligations  under a lease that is  required  to be  capitalized  for  financial
reporting purposes in accordance with GAAP, and the amount of such Debt shall be
the capitalized amount of such obligations determined in accordance with GAAP.

            1.15 CHATTEL PAPER -- all writing or writings  which evidence both a
monetary  obligation and a security  interest in or the lease of specific goods,
together with any guarantees, letters of credit, and other security therefor.

            1.16 CODE -- the Uniform  Commercial  Code,  as in effect in Alabama
 from time to time.

            1.17 COLLATERAL --  collectively,  Borrower's  Accounts,  Documents,
Instruments,  Equipment,  Real Estate,  Chattel Paper, General Intangibles,  and
Inventory,  the other property and interests described in Section 8.1 ("Security
Interest")  hereof,  and elsewhere in the Loan Documents,  wherever  located and
whether now owned by Borrower or hereafter  acquired,  and the parts,  proceeds,
products, profits, replacements, and substitutions of each, as the case may be.

            1.18 CONTINGENT  OBLIGATIONS -- means any obligation,  contingent or
otherwise.  of any Person  directly or indirectly  guaranteeing  any Debt of any
Person and any obligation,  direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or  advance or supply  funds for the  purchase or
payment of) such Debt of such Person (whether arising by virtue of agreements to
keep well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain  financial  statement  conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other  manner the obligee of such Debt of the
payment  thereof or to protect such obligee  against loss in respect thereof (in
whole or in part).  Excludes any  contingent  obligation to issue stock under an
acquisition agreement.

            1.19 CONTRACTUAL  OBLIGATION -- any provision of any security issued
by a Person or of any agreement, instrument, or undertaking to which such Person
is a party or by which it or any of its property is bound.

            1.20 DEBT -- the sum of (i)  indebtedness  for borrowed money or for
the deferred  purchase  price of property or services,  (ii)  Capitalized  Lease
Obligations,  and (iii) all other items which in  accordance  with GAAP would be
included  in  determining  total  liabilities  as shown on a balance  sheet of a
Person as at the date as of which Debt is to be determined.

            1.21 DEFAULT  RATE -- the highest  lawful rate of interest per annum
specified  in any Note to apply  after a default  under such Note or, if no such
rate is specified, a rate equal to

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the lesser of (a) one percent  (1.0%) over the interest rate specified to be the
applicable  contract  interest rate in this Agreement or (b) the highest rate of
interest allowed by law.

            1.22 DISPLAY  MORTGAGE -- the Mortgage and Security  Agreement dated
June 2, 1999 executed by Display in favor of SouthTrust and recorded on June 21,
1999 at Book  4447,  Page 3893 in the  office  of the Clerk of Court of  Volusia
County,  Florida,  pursuant to which Display granted SouthTrust a first mortgage
lien on certain real property located in Volusia County,  Florida, as amended by
that certain  Amendment to Mortgage and Security  Agreement  dated September 26,
2000 executed by Display in favor of the Banks.

            1.23  DOCUMENT  -- means any paper that is  treated  in the  regular
course of business as adequate  evidence  that the person in  possession  of the
paper is entitled to receive,  hold,  and dispose of the goods the paper covers,
and includes  warehouse  receipts,  bills of lading,  certificates of title, and
applications for certificates of title.

            1.24 ELIGIBLE  ACCOUNT -- an Account  arising in the ordinary course
of  Borrower's  business  from the sale of goods or rendition of services  which
Bank,  in its sole credit  judgment,  deems to be an Eligible  Account.  Without
limiting  the  generality  of the  foregoing,  no Account  shall be an  Eligible
Account if: (i) it arises out of a sale made by Borrower to a  Subsidiary  or to
an Affiliate of Borrower or to a Person controlled by an Affiliate or Subsidiary
of  Borrower;  or (ii) it is unpaid for more than 30 days after the original due
date shown on the invoice if the due date is 60 days or more after invoice date,
or (iii) if the  terms  are less  than 60 days,  it is due or  unpaid  more than
ninety (90) days after the original invoice date; or (iv) fifty percent (50%) or
more of the Accounts from the Account  Debtor are not deemed  Eligible  Accounts
hereunder;  or (v) the total unpaid Accounts of the Account Debtor exceed twenty
five  percent  (25%) of the net  amount of all  Accounts,  to the extent of such
excess;  or (vi) any  covenant,  representation  or warranty  contained  in this
Agreement with respect to such Account has been  breached;  or (vii) the Account
Debtor  is also  Borrower's  or an  Affiliate's  creditor  or  supplier,  or has
disputed  liability  with  respect to such  Account,  or has made any claim with
respect to any other  Account  due from such  Account  Debtor to  Borrower or an
Affiliate,  or the Account  otherwise  is or may become  subject to any right of
setoff by the Account  Debtor or an affiliate of the Account  Debtor;  or (viii)
the Account Debtor has commenced a voluntary  case under the federal  bankruptcy
laws, as now  constituted  or hereafter  amended,  or made an assignment for the
benefit  of  creditors,  or a decree  or order  for  relief  under  the  federal
bankruptcy  laws has been filed  against the Account  Debtor,  or if the Account
Debtor has failed, suspended business,  ceased to be Solvent, or consented to or
suffered a receiver,  trustee,  liquidator or custodian to be appointed of it or
for all or a  significant  portion of its assets or  affairs;  or (ix) it arises
from a sale to an Account  Debtor  outside the United  States or Canada,  unless
credit  insured by a surety  acceptable  to Bank or backed by a letter of credit
issued in Borrower's  favor;  or (x) it arises from a sale to the Account Debtor
on  a   bill-and-hold,   guaranteed  sale,   sale-or-return,   sale-on-approval,
consignment,  or any other repurchase or return basis; or (xi) Bank believes, in
its sole  reasonable  judgment,  that  collection of such Account is insecure or
that  payment  thereof is  doubtful  or will be delayed by reason of the Account
Debtor's financial  condition;  or (xii) the


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Account  Debtor is the United  States of America  or any  department,  agency or
instrumentality  thereof,  unless Borrower  assigns its right to payment of such
Account to Bank,  in form and  substance  satisfactory  to Bank, so as to comply
with the  Assignment  of Claims Act of 1940,  as amended;  or (xiii) the Account
Debtor is located in any state that requires the filing of a Business Activities
Report,  including  the State of New  Jersey or the State of  Minnesota,  unless
Borrower has filed a Notice of Business  Activities  Report with the appropriate
officials  for the then current year; or (xiv) the Account is subject to a Lien;
or (xv) the goods  giving rise to such  Account  have not been  delivered to and
accepted by the Account Debtor or the services  giving rise to such Account have
not been  performed  by Borrower in all  material  respects  and accepted by the
Account  Debtor  or the  Account  otherwise  does  not  represent  a final  sale
(including accounts arising from Borrower's maintenance contracts, to the extent
not earned by  services);  or (xvi) the total  unpaid  Accounts  of the  Account
Debtor exceed a credit limit determined by Bank, in its sole discretion,  to the
extent such Account  exceeds  such limit;  or (xvii) the Account is evidenced by
Chattel  Paper,  a note,  or an  instrument  of any kind, or has been reduced to
judgment; or (xviii) Borrower has made any agreement with the Account Debtor for
any deduction  therefrom,  except for discounts or allowances  which are made in
the  ordinary  course of  business  for prompt  payment and which  discounts  or
allowances  are reflected in the  calculation  of the face value of each invoice
related  to such  Account;  or (xix)  Borrower  has made an  agreement  with the
Account Debtor to extend the time of payment thereof; or (xx) the Account arises
from a retail sale of goods to a Person who is  purchasing  same  primarily  for
personal,  family, or household  purposes;  or (xxi) the Account arises out of a
shipment of Inventory, goods, or products to an address other than an address in
the United  States,  unless  credit  insured by a surety  acceptable  to Bank or
backed by a letter of credit issued in Borrower's  favor;  or (xxii) the Account
Debtor is not a resident  citizen of the United States or a corporate  entity or
partnership  formed  and  existing  under  the laws of the  United  States  or a
political  subdivision thereof,  unless credit insured by a surety acceptable to
Bank or backed by a letter of credit issued in Borrower's  favor; or (xxiii) the
Account consists of uncollected  progress  billings under contracts that are not
complete in all material respects; or (xxiv) the Account consists of contractual
retainage;  or  (xxv)  the  Account  is  deemed  ineligible  by Bank in its sole
reasonable judgment and discretion.

            1.25  ENVIRONMENTAL  REGULATIONS  -- all federal,  state,  and local
laws, rules. regulations,  ordinances, programs, permits, guidances, orders, and
consent  decrees  relating to the environment or to public health,  safety,  and
environmental matters, including the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response Compensation and Liability Act of 1980, the
Toxic Substances  Control Act, the Clean Water Act, the Clean Air Act, the River
and Harbor Act, the Water Pollution Control Act, the Marine Protection  Research
and  Sanctuaries  Act, the Deep Water Port Act, the Safe Drinking Water Act, the
Superfund  Amendments and Reauthorization Act of 1986, the Federal  Insecticide,
Fungicide  and  Rodenticide  Act, the Mineral Lands and Leasing Act, the Surface
Mining  Control and  Reclamation  Act, the Oil Pollution Act of 1990,  state and
federal super lien and environmental  cleanup programs and laws, U.S. Department
of  Transportation  regulations and laws regulating  hazardous,  radioactive and
toxic  materials and  underground  petroleum  products  storage  tanks.  and all
similar state, federal, and local laws and regulations.


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            1.26  EQUIPMENT -- all  machinery,  equipment,  fixtures,  and other
property  used in or  purchased  for  Borrower's  business,  together  with  all
increases, parts, fittings,  accessories,  repairs, equipment, and special tools
now or later affixed to or used in connection with the foregoing  property,  all
transferable  rights of  Borrower to the  licenses  and  warrantees  (express or
implied) received from the sellers and manufacturers of the foregoing  property,
all related claims, credits, setoffs, and other rights of recovery.

            1.27 ERISA -- the Employee  Retirement  Income  Security Act of 1974

and all rules and regulations promulgated thereunder.

            1.28 EVENT OF DEFAULT -- any one of the events enumerated in Article
10 ("Events of Default") hereof.

            1.29 EXISTING LOAN  AGREEMENT -- Loan and Security  Agreement  dated
June 2, 1999 between  Borrower and Bank,  as amended by the  Amendment  No. 1 to
Loan and Security Agreement dated as of March 3, 2000 between Borrower and Bank,
as amended by the Joinder and  Forbearance  Agreement  dated  September 26, 2000
between  Borrower  and  Bank,  as  amended  by  the  Amendment  to  Joinder  and
Forbearance Agreement dated as of October 31, 2000

            1.30 EXISTING  REVOLVING  LOAN -- the revolving  loan in the maximum
principal  amount of  $23,000,000.00  made by Lender to Borrower,  among others,
pursuant to the Existing Loan Agreement.

            1.31 EXISTING  TERM LOAN -- the term loan in the original  principal
amount of $1,000,000.00  made by Lender to Borrower,  among others,  pursuant to
the Existing Loan Agreement.

            1.32  FINANCIAL  STATEMENTS --  notwithstanding  anything  contained
herein to the contrary,  all references contained in this Agreement to financial
statements of Borrower  which must be satisfied by Borrower,  shall be deemed to
refer  to the  consolidated  financial  statements  and  consolidated  financial
position of Display Technologies, Inc., and all of its Subsidiaries,  whether or
not Borrowers, excluding Ad Art and Hamilton.

            1.33  FLORIDA  MORTGAGES  - the  Display  Mortgage  and  the  La-Man
Mortgage.

            1.34  FLORIDA  REAL  ESTATE-  the  real  property  and  improvements
described in the Florida Mortgages.

            1.35 GAAP -- generally accepted accounting  principles in the United
States of America as defined by the Financial  Accounting Standards Board or its
successor, as in effect from time to time consistently applied.

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            1.36 GENERAL  INTANGIBLES -- all general  intangibles of Borrower of
any kind,  whether now owned or hereafter  acquired,  including  all  intangible
personal  property  other than  Accounts,  Documents,  Instruments,  and Chattel
Paper, and includes money,  contract rights, choses in action, causes of action,
corporate or other business  records,  deposit  accounts,  inventions,  designs,
formulas,  patents,  patent applications  and/or  continuation  applications now
pending  before the United  States  Patent  Office,  trademarks  and  associated
goodwill,  trademarks  for which  "statements-of-use"  have been  filed with the
Trademark  Office,   but  specifically   excluding   "intent-to-use"   trademark
applications, trade names, trade secrets, engineering drawings, goodwill, rights
to prepaid expenses, copyrights,  registrations,  licenses, franchises, customer
lists,  tax  refund  claims,  computer  programs  and other  software,  royalty,
licensing,  and product rights, all claims under guaranties,  security interests
or other security held by or granted to Borrower to secure payment of any of the
Accounts  by an Account  Debtor,  all rights to  indemnification,  and rights to
retrieval  from third  parties of  electronically  processed  and recorded  data
pertaining to any  Collateral,  things in action,  items,  checks,  drafts,  and
orders in transit to or from Borrower,  credits or deposits of Borrower (whether
general or special) that are held by Bank, and all other intangible  property of
every kind and nature.

            1.37 GOVERNMENTAL  AUTHORITY -- means any nation or government,  any
state  or  other  political   subdivision  thereof  and  any  entity  exercising
executive,   legislative,   judicial,  regulatory  or  administrative  functions
pertaining to government.

            1.38  HAMILTON  --  Hamilton  Digital  Designs,   Ltd.,  an  Ontario
corporation.

            1.39 INSTRUMENT -- means every  instrument of any kind, as that term
is used in the UCC, and includes every promissory note,  negotiable  instrument,
certificated  security,  or other  writing that  evidences a right to payment of
money, that is not a lease or security agreement, and that is transferred in the
ordinary  course of  business  by  delivery  with any  necessary  assignment  or
indorsement.

            1.40  INTELLECTUAL  PROPERTY -- has the meaning set forth in Section
5.18.

            1.41  INVENTORY  -- all  inventory  of  whatever  kind or  nature of
Borrower,  now owned or hereafter  acquired by Borrower,  and wherever  located,
including all goods held for sale or lease or furnished or to be furnished under
a contract for  services,  and  supplies,  packaging,  raw  materials,  goods in
transit,  work in process,  materials used or consumed or to be used or consumed
in Borrower's business or in the processing, packaging, or shipping of same, all
finished goods,  and all property,  the sale or lease of which has given rise to
Accounts, Chattel Paper, or Instruments,  and that has been returned to Borrower
or repossessed by Borrower or stopped in transit, and all warranties and related
claims,  credits,  setoffs,  and other rights of recovery with respect to any of
the foregoing.

            1.42 LA-MAN  MORTGAGE.  -- the Real  Estate  Mortgage  and  Security
Agreement dated August 1, 1997 and recorded at Book 4230, Page 4153 on September
2,  1997 in the  office  of the  Clerk of Court of  Volusia  County,  Florida  ,
pursuant to which La-Man and Don Bell granted  SouthTrust a first  mortgage lien
on certain real property located in Port Orange, Volusia County, Florida.

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            1.43 LETTER OF CREDIT. -- the 1997 Letter of Credit.

            1.44 LIEN -- any interest in property (real, personal, or mixed, and
tangible or intangible)  securing an obligation owed to, or a claim by, a Person
other than the owner of the  property,  whether  such  interest  is based on the
common law,  statute or contract,  and including a security  interest,  security
title or Lien arising from a security agreement,  mortgage,  deed of trust, deed
to secure debt,  encumbrance,  pledge,  conditional  sale or trust  receipt or a
lease,  consignment  or bailment  for security  purposes.  The term "Lien" shall
include  covenants,  conditions,  restrictions,  leases,  and other encumbrances
affecting any property,  except real property  covenants  running with the land.
For the purpose of this  Agreement,  Borrower shall be deemed to be the owner of
any  property  which it has  acquired  or holds  subject to a  conditional  sale
agreement or other arrangement  pursuant to which title to the Property has been
retained by or vested in some other Person for security purposes.

            1.45 LOAN OR LOANS -- the  Restructured  Revolving Loan, the Amended
and Restated Term Loan, the Letter of Credit,  and any  substitutions  therefor,
extensions thereof or renewals thereof.

            1.46 LOAN  ACCOUNT -- The loan account  established  on the books of
Bank pursuant to Section 2.2 ("Loan Account").

            1.47 LOAN DOCUMENTS -- this Agreement,  and each and every mortgage,
deed of trust, note, indenture, security agreement, financing statement or other
instrument executed and delivered to evidence the Loans or any other Obligation,
to constitute  collateral for the Loans or any other Obligation,  or to evidence
security  for  the  Loans  or any  other  Obligation,  and  any  and  all  other
agreements, instruments, and documents heretofore, now or hereafter, executed by
Borrower and delivered to Bank in respect to the  transactions  contemplated  by
this Agreement,  including, without limitation, the Financing Documents, as that
term is defined in the Indenture.

            1.48 LOAN VALUE OF ACCOUNTS -- at any time,  an amount  which is not
more than 80% of the aggregate  Eligible  Accounts of the Remaining  Businesses.
The Loan Value of Accounts will be reduced by the  aggregate  amount of deposits
from customers held by the Remaining Businesses.

            1.49  LOAN  VALUE  OF  INVENTORY  -- an  amount  which is 50% of the
Inventory of the  Remaining  Businesses  valued at the lesser of cost or current
market  value.  The  Inventory  must,  at any given time,  be (a) not damaged or
defective in any way; (b) not sold or  segregated  for sale and  reflected as an
Account  of the  Remaining  Businesses,  (c) not  consigned  Inventory;  (d) not
located in a place other than at the  locations  listed in EXHIBIT  "1.49" or in
another  location


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of which Bank is  notified,  has UCC-1  Financing  Statements  on record and, if
applicable, has received a vendor lien waiver in form and substance satisfactory
to Bank;  (e) not  Inventory  evidenced by negotiable  warehouse  receipts or by
non-negotiable  warehouse  receipts  or  documents  of title which have not been
issued  in the name of Bank;  (f) not  packaging  Inventory;  (g) not  Inventory
acquired  in an  acquisition  of another  company or  business,  unless Bank has
approved in writing the Inventory as eligible  Inventory;  and (h) not Inventory
deemed ineligible by Bank in its sole discretion;  provided,  however,  the Loan
Value of Inventory shall not at any time exceed the lesser of  $7,285,943.51  or
one-half (1/2)of the aggregate outstanding balance of the Revolving Loan, unless
otherwise  agreed  in  writing  by Bank  at any  time  in its  sole  discretion.
Remaining  Businesses  may  supplement the EXHIBIT "1.49" from time to time with
more locations of which they have notified Bank and where Bank has filed a UCC-1
Financing Statement.

            1.50   LOCKWOOD   MORTGAGE   --   the   mortgage   to  be   executed
contemporaneously  herewith by Lockwood in favor of the Bank as security for all
the  Obligations,  granting  the  Bank a  third  priority  mortgage  lien on the
Lockwood Real Estate.

            1.51  LOCKWOOD  REAL ESTATE -- the real  property  and  improvements
described in the Lockwood Mortgage.

            1.52 MATERIAL ADVERSE EFFECT -- with respect to a Person, a material
adverse  effect on its  business,  assets,  properties,  prospects,  results  of
operation, or condition (financial or other).

            1.53  MORTGAGES -- the  Mortgages  executed by Borrower  granting to
Bank a Lien on the  parcels  of Real  Estate to secure  repayment  of the Loans,
including, without limitation, the Florida Mortgages and the Lockwood Mortgage.

            1.54  MULTIEMPLOYER  PLAN -- has the  meaning  set forth in  Section
 4001(a)(3) of ERISA.

            1.55 1997 LETTER OF CREDIT --- the letter of credit dated August 28,
1997,  issued  by Bank in favor of the  Trustee  under  the 1997  Indenture,  as
security for the 1997 Notes.

            1.56  NOTES  -- each  promissory  note  executed  and  delivered  by
Borrower  to Bank  evidencing  all or part of the Loans,  as  further  described
hereinafter.

            1.57  OBLIGATIONS  -- all  Loans  and  all  other  advances,  debts,
liabilities,  obligations,  covenants, and duties owing, arising, due or payable
from  Borrower to Bank of any kind or nature,  present or future  whether or not
evidenced by any note, guaranty or other instrument,  whether arising under this
Agreement or any of the other Loan  Documents or  otherwise,  whether  direct or
indirect  (including  those  acquired by  assignment),  absolute or  contingent,
primary or  secondary,  due or to become due, now existing or hereafter  arising
and however evidenced or acquired.  The term includes,  without limitation,  all
interest, charges,

                                       9
<PAGE>

expenses,  fees, attorneys' fees and any other sums chargeable to Borrower under
any of the Loan  Documents  and all rights Bank may at any time or times have to
reimbursement  in  connection  with any letter of credit or guaranty  issued for
Borrower's benefit.

            1.58 PERMITTED LIENS -- any Lien of a kind specified as permitted in
Section 7.2 ("Liens and Security Interests").

            1.59 PARENT --- Display.

            1.60 PERSON -- an individual, partnership,  corporation, joint stock
company, firm, land trust, business trust, unincorporated organization,  limited
liability  company,  or other  business  entity,  or a  government  or agency or
political subdivision thereof.

            1.61 PLAN -- an employee  benefit plan now or  hereafter  maintained
for employees of Borrower that is covered by Title IV of ERISA.

            1.62 PROHIBITED  TRANSACTION -- any transaction set forth in Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986.

            1.63 RAYMOND JAMES  CONTINGENT NOTE -- the  Subordinated  Promissory
Note of even date  herewith in the  principal  amount of  $1,750,000.00  made by
Borrower to order of Raymond James Capital Partners, L.P.

            1.64 REAL ESTATE -- the Florida  Real Estate and the  Lockwood  Real
Estate.

            1.65 REMAINING BUSINESSES -- the Borrower.

            1.66 REMAINING BUSINESSES COLLATERAL -- the Collateral.

            1.67 REMAINING  BUSINESSES  OBLIGATIONS - the  Obligations for which
the Remaining Businesses, or any of them, are liable.

            1.68  REPORTABLE  EVENT -- any of the  events  set forth in  Section
4043( h) of ERISA.

            1.69  REQUIREMENT  OF LAW  -- as to  any  Person,  the  articles  of
incorporation and bylaws or other  organizational or governing  documents of the
Person,  and  any  law,  treaty,  rule or  regulation,  or  determination  of an
arbitrator or a court or other Governmental  Authority,  in each case applicable
to or binding on the Person or any of its  property  or to which the Person or a
any of its property is subject.

            1.70 RESTRUCTURED REVOLVING LOAN -- the Revolving Loan.

                                       10
<PAGE>

            1.71 RESTRUCTURED REVOLVING NOTE -- the Revolving Note.

            1.72 RESTRUCTURING  AGREEMENT -- the Restructuring Agreement of even
date herewith by and among the Borrower and Lender, among others.

            1.73 REVOLVING LOAN -- has the meaning set forth in Section 2.1.

            1.74 REVOLVING NOTE -- has the meaning set forth in Section 2.1.

            1.75  SOLVENT  -- as to any  Person,  means  such  Person  (i)  owns
property,  real,  personal,  and mixed,  whose  aggregate fair saleable value is
greater than the amount required to pay all of such Person's Debt and Contingent
Obligations,  and (ii) is able to pay all of its Debt as such Debt matures,  and
(iii) has capital  sufficient to carry on its business and  transactions and all
business and transactions in which it is about to engage.

            1.76  SPECIAL  COLLECTION  ACCOUNT  -- one  or  more  bank  accounts
established by Borrower pursuant to Section 4.2 ("Special Collection  Accounts")
hereof,  from which Bank has the exclusive right to withdraw or debit funds, and
into which Borrower shall deposit on receipt all checks, drafts, cash, and other
remittances in payment or on account of the Accounts.

            1.77  STANDBY  LETTER  OF  CREDIT  -- has the  meaning  set forth in
Section 2.3.

            1.78  SUBORDINATED  DEBT -- the  Debt of  Borrower  which  is  fully
subordinated to the Loans (including principal, interest, and agreed charges) in
a manner  satisfactory to Bank (which may be either according to its terms or by
separate agreement) and which debt arises from Borrower's actual receipt of cash
loans  and not from "in  kind"  or  non-cash  consideration  or  purchase  money
financing sources, including Debt of Borrower owed to the Subordinate Lenders.

            1.79  SUBORDINATE  LENDERS  ---  collectively,  Renaissance  Capital
Growth and Income Fund III, Inc.,  Renaissance U.S. Growth and Income Trust PLC,
Worrell Enterprises, Inc., and Raymond James Capital Partners, L.P.

            1.80  SUBSIDIARY -- any corporate  entity or  partnership,  or other
business  entity which  constitutes a subsidiary for purposes of GAAP.  Includes
all Borrowers except Parent.

            1.81 TERM LOAN -- the Amended and Restated Term Loan.

            1.82 TERM NOTE -- the Amended and Restated Term Note.

            1.83 CERTAIN  OTHER WORDS -- all  accounting  terms used herein have
the  respective  meanings  attributed  to them under,  and shall be construed in
accordance with, GAAP. The terms "herein,"  "hereof," and "hereunder," and other
words of  similar  import  refer  to this  Agreement  as a whole  and not to any
particular section, paragraph or subdivision.  Any pronouns

                                       11
<PAGE>

used shall be deemed to cover all genders.  As used in this  Agreement,  (a) the
word "including" is always without limitation;  (b) words in the singular number
include words of the plural number and vice versa; (c) the word "costs" includes
all internal  out-of-pocket  expenses,  fees, costs, and expenses of experts and
collection  agents,  supersedeas  bonds,  and all attorneys'  fees,  costs,  and
expenses,  whether incurred before,  during, or after demand or litigation,  and
whether   pursuant   to   trial,   appellate,   arbitration,    bankruptcy,   or
judgment-execution  proceedings;  and  (d) the  word  "property"  includes  both
tangible and intangible  property,  unless the context otherwise  requires.  All
references to statutes and related  regulations  shall include any amendments of
same  and  any  successor  statutes  and  regulations.  All  references  to  any
instruments or agreements.  including  references to any of the Loan  Documents,
shall include any and all  modifications  or amendments  thereto and any and all
extensions  or renewals  thereof.  All other terms  contained in this  Agreement
shall, unless otherwise defined herein or unless the context otherwise indicate,
have the meanings  provided for by the Uniform  Commercial  Code of the State of
Alabama.

            1.84 DIRECTLY AND INDIRECTLY -- when any provision of this Agreement
or any Loan Document  requires or prohibits action to be taken by a Person,  the
provision  applies  regardless  of  whether  the  action  is taken  directly  or
indirectly by the Person.

         2.  THE LOANS.

             2.1 REVOLVING LOAN.

                  (a)  Subject to the terms and  conditions  of this  Agreement,
provided no Event of Default exists, Bank shall loan to Borrower, when requested
by Borrower,  Revolving Loans aggregating up to the lesser of (i) $14,877,510.44
or (ii) the sum of (A) the Aggregate  Loan Values as determined by Bank from the
periodic reports submitted by Borrower to Bank, plus (B)  $2,600,000.00.  Within
these  limits,  Borrower may borrow,  make  payments,  and  reborrow  under this
Agreement.

                  (b) Borrower  shall execute and deliver to Bank one promissory
note (the "Revolving Note") in the face amount of the Revolving Loan, payable to
the order of Bank and  evidencing  Borrower's  obligation to repay the Revolving
Loan.  The  outstanding  principal  balance  of the  Revolving  Loan  shall bear
interest  until  paid in full at a rate per  annum  equal to the Base  Rate plus
2.75%.  Interest  shall  be paid to Bank on the  amount  of the  Revolving  Loan
outstanding  and shall be  payable  monthly  in arrears on the first day of each
month  beginning  with February 1, 2001,  and continuing on the same day of each
month thereafter  until the unpaid  principal  balance of the Revolving Loan has
been repaid in full. The Base Rate on the date of this Agreement is 9.0 percent.
Interest shall be calculated based on a 360-day year.

                  (c)  Borrower  shall  submit a  Borrower's  Report in the form
attached  hereto as EXHIBIT  "2.1(C)" (or in such other form as may be furnished
by Bank from  time to time) on the date of this  Agreement  and at least  weekly
thereafter during the term of this Agreement.  Each such Borrower's Report shall
be signed by an officer  or  employee  of  Borrower  authorized

                                       12
<PAGE>

by the Board of Directors of that  corporation  to execute such  reports,  whose
name(s)  shall be included in a certified  resolution  furnished  to Bank.  Bank
shall make  disbursements  under the  Revolving  Loan on an  automatic  basis by
funding checks drawn on a controlled  disbursement  account to be established by
Borrower with Bank. Bank shall make any  disbursements  under the Revolving Loan
only  if the  terms  and  provisions  of this  Agreement  have  been  satisfied,
including the absence of an Event of Default.

                  (d) If the outstanding  principal amount of the Revolving Loan
at any time exceeds the lesser of (1)  $14,877,510.44  or (2) the sum of (A) the
Aggregate Loan Values as reflected on Borrower's Report plus (B)  $2,600,000.00,
Borrower shall  immediately pay Bank such excess as a reduction of the principal
amount of the  Revolving  Loan.  Borrower may request and Bank may be willing in
its sole and  absolute  discretion  to make  advances in excess of such  maximum
principal  amounts.  Bank shall  enter any such  advances  as debits in the Loan
Account. All advances in excess of the maximum principal amount shall be payable
on demand,  secured by the  Collateral,  and bear  interest  as provided in this
Agreement for Revolving Loans generally.

                  (e)  Borrower   shall  pay  to  Bank  on  June  30,  2001  all
outstanding  principal and accrued  interest with respect to the Revolving  Loan
not previously repaid.

                  (f) From  the  date of this  Agreement  to and  including  the
maturity date of the Revolving  Loan, the outstanding  principal  balance of the
Revolving  Loan shall bear interest until paid in full at a rate per annum equal
to the Base Rate plus 2.75%.

            2.2 TERM LOAN.

                  (a) The  Borrowers  shall  continue to be fully liable for the
repayment  of the Term Loan on the terms set forth in the Amended  and  Restated
Term Note.

                  (b) In  accordance  with the terms of the Amended and Restated
Term Note, Borrower shall continue to make equal monthly principal  installments
of $27,777.78  during the period of the Term Loan on the first day of each month
from the date  hereof  through  June 1, 2001.  Borrower  shall also pay  accrued
interest  at the per annum  rate of two and  three-quarters  percent  (2.75%) in
excess of the Base Rate on the first  day of each  month and  continuing  on the
same day of each  month  thereafter  until the full  balance of the Term Loan is
paid. The applicable interest rate on the Term Loan shall change as and when the
Base Rate changes from time to time.  Borrower shall pay to Bank all outstanding
principal  and  interest on the Term Loan and a final  payment on or before June
30,  2001,  or on any earlier date on which the  Revolving  Loan becomes due and
payable.

            2.3 TERMS GOVERNING ALL LOANS.

                  (a) Borrower shall make all payments of interest and principal
under the Notes without setoff or counterclaim,  and in such coin or currency of
the United States of

                                       13
<PAGE>

America  that at the time of payment is legal  tender for the  payment of public
and private  debt.  Payments  shall be applied in  accordance  with terms of the
Restructuring Agreement.

                  (b) Each borrowing under a Loan shall be effected by crediting
the amount thereof to the regular checking  account of Borrower  maintained with
Bank or with another bank approved by Bank.

                  (c) Any  payments not made as and when due with respect to any
Loan (whether at stated  maturity,  by  acceleration,  or otherwise)  shall bear
interest at the Default Rate from the date due until paid, payable on demand.

            2.4 LOAN ACCOUNT.  Amounts due under the Notes and  otherwise  under
this  Agreement  and under the Loan  Documents  shall be  reflected  in the Loan
Account.  Bank shall enter disbursements  hereunder or under the Notes as debits
to the Loan Account and shall also record in the Loan Account all payments  made
by Borrower and all proceeds of Collateral  which are finally paid to Bank,  and
may record  therein,  in accordance  with  customary  accounting  practice,  all
charges and expenses properly chargeable to Borrower hereunder.

            2.5  PREPAYMENT.  Subject to the provisions  hereof,  Borrower shall
have the right at any time and from time to time to prepay the  Loans,  in whole
or in part,  without premium or penalty but with accrued interest to the date of
such  prepayment  on  the  amounts   prepaid.   Subject  to  the  terms  of  the
Restructuring  Agreement,  such prepayments shall be made to Bank in immediately
available  funds  and,  shall be applied  to the last of the  installment(s)  to
mature.  Any such prepayment shall not affect or vary the obligation of Borrower
to pay any installment when due.

            2.6  USE  OF  PROCEEDS.  Borrower  shall  use  the  proceeds  of the
Revolving Loan to support its working capital needs and to satisfy, in part, the
Borrower's obligations under the Existing Revolving Loan. Borrower shall use the
Letter of Credit as credit support for the Demand Notes, as described in Article
2A of this Agreement.

            2.7 TERM.  This Agreement shall remain in force and effect until the
Loans,  and any  renewals  or  extensions,  and all  interest  thereon and costs
provided for herein with regard to either of them have been indefeasibly paid or
satisfied in full and until Bank has no further  obligation  to advance funds to
Borrower  hereunder and until the 1997 Letter of Credit has been released or all
reimbursement  obligations  with  respect to the 1997 Letter of Credit have been
paid in full.  Borrower may terminate without penalty the Loan facilities at any
time before the scheduled  maturity date by (a) paying in full the Loans and all
other  Obligations  and (b)  obtaining the release of or paying in full the 1997
Letter of  Credit  or  deliver  to Bank a backup  letter  of  credit  reasonably
satisfactory to Bank for the 1997 Letter of Credit. The indemnities provided for
in  Article 11 hereof  shall  survive  the  payment in full of the Loans and the
other Obligations and the termination of this Agreement.

                                       14
<PAGE>

            2.8 PAYMENTS.  All sums paid to Bank by Borrower  hereunder shall be
paid directly to Bank in immediately  available funds.  Bank shall send Borrower
statements of all amounts due hereunder,  which  statements  shall be considered
correct and  conclusively  binding on Borrower,  absent manifest  error,  unless
Borrower  notifies  Bank to the contrary  within ten (10) days of its receipt of
any statement  which it deems to be incorrect.  Bank may, in its sole discretion
(a) charge against any deposit account of Borrower all or any part of any amount
due hereunder and (b) advance to Borrower,  and charge to the Revolving  Loan, a
sum sufficient each month to pay all interest  accrued on the Revolving Loan and
fees due under this Agreement  during or for the  immediately  preceding  month.
Borrower  shall be deemed to have  requested an advance under the Revolving Loan
upon the  occurrence  of an overdraft  in any of  Borrower's  checking  accounts
maintained with Bank or another bank owned by SouthTrust Corporation.

            2.9 FEES. The Remaining Businesses shall pay to Bank a one-time loan
restructuring  fee in the  amount of  $100,000.00,  earned  and  payable  on the
Closing Date. An  administrative/servicing  fee of $500 will be assessed monthly
throughout  the term of the Loans.  The Remaining  Businesses  shall also pay to
Bank monthly in arrears a commitment  fee of one-eight  percent (1/8%) per annum
on the  average  daily  unused  portion of the  Revolving  Loan.  The  Remaining
Businesses shall also pay a one percent (1 %) per annum fee, payable monthly, in
arrears on the amounts drawn under the Revolving Loan in excess of the Aggregate
Loan Values,  pursuant to Section 2.1(b) hereof. The Remaining  Businesses shall
also pay the fees due with  respect  to the  Letter of Credit,  as  provided  in
Section 2A.4 hereof.  Further,  the  Remaining  Businesses  shall pay to Bank an
agent fee of $5,000 that will be assessed  annually  throughout  the term of the
Loans,  and shall be due and payable on the 1st day of March of each year of the
term hereafter.

            2.10  LIMITATION ON INTEREST  CHARGES.  Bank and Borrower  intend to
comply  strictly with  applicable law  regulating the maximum  allowable rate or
amount of  interest  that Bank may charge and  collect on the Loans to  Borrower
pursuant to this Agreement.  Accordingly,  and  notwithstanding  anything in any
Note or in this  Agreement to the  contrary,  the maximum,  aggregate  amount of
interest and other charges  constituting  interest under applicable law that are
payable,  chargeable,  or receivable under any Note and this Agreement shall not
exceed the maximum  amount of  interest  now  allowed by  applicable  law or any
greater  amount of interest  allowed  because of a future  amendment to existing
law.  Borrower is not liable for any  interest  in excess of the maximum  lawful
amount,  and any excess interest charged or collected by Bank will constitute an
inadvertent   mistake   and,  if  charged   but  not  paid,   will  be  canceled
automatically,  or, if paid,  will be either  refunded  to  Borrower or credited
against  the  outstanding  principal  balance  of the  applicable  Note,  at the
election of Borrower.

            2.11  NON-PAYMENT  FEE. If the  Borrower  does not, on or before the
maturity  date of the  Revolving  Loan,  (a) pay in full the Loans and all other
Obligations  and (b)  obtain the  release  of or pay in full the 1997  Letter of
Credit or deliver to Bank a backup letter of credit  reasonably  satisfactory to
Bank for the 1997  Letter of Credit,  then (x) the  Remaining  Businesses  shall
remain  fully  liable for the  payment of any and all fees and charges due under
the Loan



                                       15
<PAGE>

  Documents,  and (y) the Remaining  Businesses  shall pay to Bank, upon
maturity of the  Revolving  Loan, a  non-payment  fee equal to Two Hundred Fifty
Thousand and No/100 Dollars ($250,000.00) in cash.

            2A.   LETTERS OF CREDIT

                  2A.1  DEFINITIONS.

         As used in this  Article  2A, the  following  terms have the  following
meanings:

                  A DRAWING --- means a drawing  under a Letter of Credit to pay
the principal of the Demand Notes due to maturity, redemption, or acceleration.

                  ACTUAL/360  BASIS --- a method of computing  interest or other
charges  hereunder  on the basis of an  assumed  year of 360 days for the actual
number of days elapsed,  meaning that interest or other charges accrued for each
day will be  computed  by  multiplying  the rate  applicable  on that day by the
unpaid  principal  balance (or other  relevant sum) on that day and dividing the
result by 360.

                  B  DRAWING  --- a  drawing  under a Letter  of  Credit  to pay
interest on the Demand Notes.

                  C DRAWING  --- a  drawing  under a Letter of Credit to pay the
purchase price of Tendered Notes.

                  DEMAND NOTES --- the 1997 Notes.

                  FINANCING  DOCUMENTS  -- has the same  meaning as  ascribed to
such term in the Indenture.

                  INDENTURE --- the 1997 Indenture.

                  1997 INDENTURE --- the Trust  Indenture  dated as of August 1,
1997, between La-Man Corporation (a Borrower) and Bank, for the 1997 Notes.

                  1997 NOTES --- the  Variable/Fixed  Rate Credit Enhanced Notes
in the initial principal amount of $2,500,000 issued by Borrower pursuant to the
1997 Indenture.

                  PLEDGED  NOTES ---  Demand  Notes  purchased  pursuant  to the
Optional or Mandatory Tender  provisions of the Indenture with money drawn under
the Letter of Credit.

                  TENDERED NOTES --- Demand Notes tendered (or Demand  tendered)
for  purchase  pursuant to the Optional or Mandatory  Tender  provisions  of the
Indenture.

                                       16
<PAGE>

                  TERMINATION  DATE  --- the  Stated  Expiration  Date,  or such
earlier date on which the Letter of Credit  terminates  in  accordance  with its
terms.

         In addition,  other  capitalized  terms in this Article 2A that are not
defined in this Agreement have the meanings set forth in the Indenture.


                                       17
<PAGE>


                  2A.2  ISSUANCE OF LETTERS OF CREDIT.

                  (a) Bank has  issued  the  Letter of Credit to the  Trustee as
credit  support for the 1997  Notes,  in  accordance  with the terms of the 1997
Indenture, and shall maintain the Letter of Credit in accordance with its terms.

                  (b) The  initial  term of the  Letter of Credit  will  expire,
subject to earlier termination, as provided in the Letter of Credit.

                  (c) Bank may  determine in its sole  discretion  to extend the
term of the  Letter of Credit,  but no course of  dealing or other  circumstance
shall require Bank to extend the term of the Letter of Credit.

                  2A.3    REIMBURSEMENT OF AMOUNTS DRAWN UNDER LETTER OF CREDIT.

                  (a) On each date that Bank  honors  any A Drawing or B Drawing
under the Letter of Credit,  Borrower shall  immediately  reimburse Bank for the
amount of such draw.

                  (b)  Borrower  shall  reimburse  Bank for the  amount of any C
Drawing  within 90 days after the date such C Drawing is honored (or, if sooner,
on the Termination  Date).  In addition,  Borrower shall pay to Bank interest on
the unreimbursed  amount of each C Drawing at a variable per annum rate equal to
the Base Rate per annum  plus 2.75% from the date such C Drawing is paid by Bank
until the amount of such C Drawing is reimbursed in full to Bank.  Such interest
shall be payable in  arrears  on the first day of each  month  following  such C
Drawing and on the date that such C Drawing is reimbursed in full to Bank.

                  (c) No interest  shall be payable  with respect to a C Drawing
if Bank is  reimbursed  in full  after  such C Drawing  is  honored by 2:00 p.m.
(Birmingham, Alabama time) on the same date that such C Drawing is paid by Bank.

                  (d) All  amounts  received  by Bank in respect  of  principal,
premium or interest on Pledged Notes shall be credited  first  against  interest
payable on the unreimbursed amount of the C Drawing with respect to such Pledged
Notes and the balance,  if any,  shall be credited  against the amount of such C
Drawing.

                  (e) Anything herein to the contrary notwithstanding,  Borrower
will not  reimburse  Bank for any A Drawing,  B Drawing,  or C Drawing until the
same  has  been  honored  in full by  Bank,  and no such  reimbursement  need be
prepaid.

                  2A.4     LETTER OF CREDIT COMMISSIONS AND FEES.

                  (a) As consideration for the issuance of the Letter of Credit,
Borrower shall pay to Bank commissions at the rate of one percent (1%) per annum
on the daily average of the

                                       18
<PAGE>

Credit Amount  available under the Letter of Credit for (1) the period beginning
on the date of  issuance  of the  Letter  of  Credit  and  ending  on the  first
anniversary  of its issuance and (2) each  succeeding  period  thereafter.  Such
commissions shall be payable in advance on the date of issuance of the Letter of
Credit and  thereafter on each  anniversary  of the issuance  date during,  said
period (or, if sooner, the Letter of Credit Termination Date).

                  (b) The commission  payable on each due date specified in this
subsection  shall  be  calculated  on the  assumption  that  the  Credit  Amount
available  on such due date will be  available  for the entire  period for which
such  commission is payable.  At the end of such period the commission  shall be
recalculated  based on the actual  daily  average of the Credit  Amount for such
period and the difference,  if any, shall be added to or subtracted from, as the
case may be,  the  commission  payable  for the next  ensuing  period  or, if no
commission  is  payable  for the  ensuing  period,  shall  be paid to the  party
entitled thereto within 10 days. If a Substitute Letter of Credit is obtained by
Borrower,  no refund of commissions already paid shall be allowed for the period
after the cancellation of the Letter of Credit unless Bank has notified Borrower
(after such commission was paid) that increased  costs will be payable  pursuant
to Section 2A.5.

                  (c) On each date that the Letter of Credit is  transferred  in
accordance  with its terms,  Borrower  shall pay to Bank such amount as shall at
the time of such  transfer  then be the  charge  which  the Bank is  customarily
making for transfers of similar letters of credit.

                  (d)  Borrower  shall pay to Bank its  normal fee for each draw
under a Letter of Credit, on the date that  reimbursement for the amount of such
draw is made pursuant to Section 2A.3.

                  2A.5     INCREASED COSTS.

                  (a)  ADDITIONAL  PAYMENTS.   If  any  change  in  any  law  or
regulation or in the  interpretation  thereof by any court or  administrative or
governmental  authority  charged with the  administration  thereof,  or in GAAP,
shall either (i) impose, modify or deem applicable any reserve,  special deposit
or similar  requirement  against letters of credit issued by Bank or (ii) impose
on Bank any other condition relating,  directly or indirectly, to this Agreement
or the  Letter  of  Credit,  and the  result  of any  event  referred  to in the
preceding clause (i) or (ii) shall be to increase the cost to Bank of issuing or
maintaining the Letter of Credit,  then, upon demand by Bank, Borrower shall pay
promptly  to Bank,  from  time to time as  specified  by Bank,  such  additional
amounts as shall be  sufficient to compensate  Bank for such  increased  cost. A
certificate  of Bank claiming  compensation  under this  subsection  and setting
forth the  additional  amount or  amounts  to be paid to it  hereunder  shall be
conclusive  absent manifest error. In determining any such amount,  Bank may use
any reasonable averaging and attribution methods.

                  (b) CAPITAL  ADEQUACY.  If, after the date of this  Agreement,
Bank shall have determined that the adoption or implementation of any applicable
law, rule or regulation  regarding capital adequacy,  or any change therein,  or
any change in the  interpretation or administration  thereof by any governmental
authority,  central bank or comparable agency charged with the interpretation or

                                       19
<PAGE>

administration  thereof,  or  compliance  by Bank with any request or  directive
regarding  capital adequacy (whether or not having the force of law) of any such
authority,  central bank or comparable  agency,  has or would have the effect of
reducing  the rate of return on  Bank's  capital,  on this  credit  facility  or
otherwise, as a consequence of its obligations hereunder and under the Letter of
Credit to a level  below  that  which  Bank  could  have  achieved  but for such
adoption,  change or compliance (taking into consideration  Bank's policies with
respect to capital  adequacy)  by an amount  determined  by Bank to be material,
then from time to time,  promptly upon demand by Bank,  Borrower  shall pay Bank
such additional amount or amounts as will compensate Bank for such reduction.  A
certificate  of Bank claiming  compensation  under this  subsection  and setting
forth the  additional  amount or  amounts  to be paid to it  hereunder  shall be
conclusive  absent manifest error. In determining any such amount,  Bank may use
any reasonable averaging and attribution methods.

                  2A.6     PLACE AND TIME OF PAYMENTS.

                  (a) All payments by Borrower to Bank  hereunder  shall be made
in lawful currency of the United States of America and in immediately  available
funds to Bank at its address set forth  herein or at such other  address  within
the  continental  United  States  as shall be  specified  by Bank by  notice  to
Borrower;  provided, nothing herein shall be construed to require payment of any
amount in advance of its due date.

                  (b) All  amounts  payable by Borrower  to Bank  hereunder  for
which a payment  date is  expressly  set forth  herein  (including  payments due
pursuant to Sections 2A.4 and 2A.5) shall be payable  without  notice or written
demand by Bank.  All amounts  payable by Borrower to Bank hereunder for which no
payment date is expressly set forth herein shall be payable on written demand by
Bank to Borrower.

                  (c) Bank may, at its option,  send written  notice to Borrower
of amounts  payable  pursuant to sections 2A.4 and 2A.5, but the failure to send
such  notice  will not affect or excuse  Bank's  obligation  to pay the  amounts
required by such sections on the due date specified in such sections.

                  (d)  Payments  which are due on a day which is not a  business
day shall be payable  on the next  succeeding  Business  Day,  and any  interest
payable thereon shall be payable for such extended time at the specified rate.

                  2A.7     LATE CHARGES AND INTEREST ON OVERDUE AMOUNTS.

         With respect to all amounts payable to the Bank by Borrower pursuant to
this article which are not paid on the due date, in the case of amounts  payable
on a specified  date, or which are not paid within ten days of written notice to
the Borrower,  in the case of amounts payable on demand,  Borrower agrees to pay
to Bank on demand (i) a late charge of five  percent  (5%) of any

                                       20
<PAGE>

such amount or amounts  which shall not have been paid within 10 days of the due
date as  specified  above and (ii)  interest  on such  amounts  or  amounts at a
variable per annum rate equal to the Base Rate plus 2.75%,  plus 2% for each day
from the specified  date of payment,  or the date of written demand for payment,
as the case may be, to the date such payment is made.

                  2A.8     COMPUTATION OF CHARGES.

         The interest  and charges  provided  for in this  Agreement  payable in
arrears  based upon annual rates shall be computed on an Actual/360  Basis.  All
interest  rates based upon the Base Rate shall  change when and as the Base Rate
shall  change,  effective  on the  opening of  business  on the date of any such
change,  unless  such  change is  announced  after the close of regular  banking
hours, in which case such change shall be effective on the following day.

                  2A.9     STATEMENTS OF ACCOUNT.

         Upon receipt of the written request of Borrower,  Bank shall account to
Borrower annually with a statement of charges and payments made pursuant to this
Agreement.

                  2A.10    PLEDGED NOTES.

                  (a)  As  additional   security  for  the  performance  of  the
Obligations,  Borrower pledges, assigns,  hypothecates and transfers to Bank all
its  right,  title and  interest  in the  Pledged  Notes,  and  grants to Bank a
security  interest in the Pledged Notes and all amounts  payable thereon and the
proceeds thereof.

                  (b) If Bank is reimbursed  for the purchase price of less than
all Pledged  Notes with respect to which a C Drawing has been made,  the Pledged
Notes with respect to which Bank has been reimbursed shall,  upon  reinstatement
of the  Letter of  Credit in the  manner  therein  described  and if no Event of
Default exists, be released from the pledge and delivered to Borrower.

                  (c) All payments of principal of and interest on Pledged Notes
shall be made directly to Bank.  If, while Bank or its  designated  agent or the
Tender  Agent holds  Pledged  Notes,  Borrower  shall  receive  any  interest or
principal  payment in respect of such Pledged  Notes.  Borrower shall accept the
same as agent  for Bank  and  hold  the same in trust on  behalf  of Bank and to
deliver  the same  forthwith  to Bank.  All sums of money so paid in  respect of
principal,  premium or interest  on such  Pledged  Notes  which are  received by
Borrower  and paid to Bank,  or which  are  received  directly  by Bank from the
Trustee,  shall be credited against the reimbursement  obligation of Borrower as
provided in Section 2A.2(d).

                  (d) If an Event of Default exists,  Bank may,  without notice,
exercise all rights. privileges or options pertaining to any Pledged Notes as if
it were the absolute  owner  thereof,  upon such terms and  conditions as it may
determine,  all without  liability  except to account to

                                       21
<PAGE>

Borrower  for  property  actually  received by it. In addition to the rights and
remedies  granted to it in this  Agreement,  Bank or its designated  agent shall
have the  authority to exercise all rights and remedies of a secured party under
the Alabama Uniform Commercial Code. Borrower shall be liable for the deficiency
if the proceeds of any sale or other  disposition  of the Pledged  Notes and the
Collateral  are  insufficient  to pay all amounts to which the Bank is entitled.
The Bank has no duty to exercise any of such rights,  privileges or options, and
shall not be responsible for any failure to do so or any delay in so doing.

                  (e) Except as contemplated  herein,  without the prior written
consent  of Bank.  Borrower  shall  not sell,  assign,  transfer,  exchange,  or
otherwise  dispose of, or grant any option with  respect to, the Pledged  Notes,
nor will it  create,  incur or  permit  to exist  any  pledge,  lien,  mortgage,
hypothecation,  security interest,  charge, option or any other encumbrance with
respect to any of the Pledged Notes,  or any interest  therein,  or any proceeds
thereof,  except  for  the  lien  and  security  interest  provided  for by this
Agreement.

                  (f)  Borrower  shall do or  cause  to be done  all such  other
reasonable  acts and things as may be necessary to make any  disposition or sale
of any portion or all of the Pledged Notes permitted by this Agreement valid and
binding and in compliance with any and all applicable laws, regulations, orders,
writs,  injunctions,  decrees  or awards of any and all  courts or  governmental
authorities  having  jurisdiction  over any such  disposition  or sales,  all at
Borrower's expense.

                  2A.11    PARTICIPATIONS.

         Borrower  understands  that Bank may, in accordance  with this section,
from time to time enter into a participation agreement or agreements with one or
more persons (the  "PARTICIPANTS"),  pursuant to which the Participants shall be
given  participations in the Letter of Credit and that the Participants may from
time to time similarly  grant to one or more other persons (also included in the
term "PARTICIPANTS")  subparticipations in the Letter of Credit. Borrower grants
to each  Participant (in addition to any other rights which such Participant may
have) a continuing security interest in any money,  securities and other real or
personal  property of Borrower which are in the possession of such  Participant.
Borrower  further agrees that any Participant may exercise any and all rights of
banker's  lien  or  set-off  with  respect  to  Borrower  as  fully  as if  such
Participant  had  made  a  loan  directly  to  Borrower  in  the  amount  of the
participation  or  subparticipation  given to such  Participant in the Letter of
Credit under the  conditions  herein  permitting  exercise of the same.  For the
purposes of this Section only, Borrower shall be deemed to be directly obligated
to each Participant in the amount of its participating interest in the amount of
principal  of, and interest on, the Letter of Credit;  provided,  however,  that
nothing  contained in this section shall affect  Bank's right of set-off  (under
this Section or applicable law) with respect to the entire amount of any of such
credit facilities,  notwithstanding any such participation or  subparticipation.
Bank  may  divulge  to  any  Participant  all  information,  reports,  financial
statements, certificates and documents obtained by it from Borrower or any other
person under any provision of this Agreement or otherwise.

                                       22
<PAGE>

                  2A.12    SPECIAL REMEDIES WITH RESPECT TO LETTER OF CREDIT.

                  (a) If  any  Event  of  Default  shall  have  occurred  and be
continuing,  in  addition  to the  remedies  described  in Article  10, Bank may
exercise any one or more of the following remedies:

                  (1) it may,  pursuant to and in accordance with the applicable
         section of an Indenture,  give written  notice of such Event of Default
         to the Trustee  and direct the Trustee to effect a Mandatory  Tender of
         the Demand Notes in accordance with the terms thereof and the Indenture
         and to make a draw under the Letter of Credit to pay the purchase price
         of the Demand Notes due on the Mandatory Tender Date therefor; or

                  (2) it may give written notice of such Event of Default to the
         Trustee  and direct  the  Trustee  to  declare  the Demand  Notes to be
         immediately  due  and  payable  under  the  section  of the  Indenture,
         whereupon an event of default  shall occur under the  Indenture and the
         Trustee  shall  declare the Demand  Notes  immediately  due and payable
         under the  section  of the  Indenture  and shall  make a draw under the
         Letter of  Credit  to pay the  principal  of the  Demand  Notes and the
         interest accrued thereon to the date of such declaration; or

                  (3) it may, upon notice to Borrower, declare the entire unpaid
         amount of the  Obligations  immediately due under this Agreement to be,
         and all such amounts shall thereupon  become,  due and payable to Bank,
         without presentment,  demand, protest, or other notice of any kind, all
         of which  are  expressly  waived,  anything  in this  Agreement  to the
         contrary notwithstanding; or

                  (4) it may exercise its banker's lien of right of set-off; or

                  (5) it may  proceed to  protect  its rights by suit in equity,
         action  at  law or  other  appropriate  proceedings,  whether  for  the
         specific  performance  of any covenant or agreement of Borrower  herein
         contained or in aid of the  exercise of any power or remedy  granted to
         Bank under any of the other Financing Documents.

                  (b) Bank  may  proceed  directly  against  Borrower  hereunder
without resorting to any other remedies which it may have and without proceeding
against any other security held by Bank.

                  2A.13    SPECIAL REMEDIES REGARDING LETTER OF CREDIT UPON AN
EVENT OF DEFAULT.


                  (a) If  any  Event  of  Default  shall  have  occurred  and be
continuing,   and  the  maturity  of  the  Demand  Notes  shall  not  have  been
accelerated,  Bank may make demand upon

                                       23
<PAGE>

Borrower  to, and  forthwith  upon such demand  Borrower  shall,  pay to Bank in
immediately available funds at Bank's office designated such demand, for deposit
by Bank in a special  noninterest  bearing  cash  collateral  account (the "CASH
COLLATERAL  ACCOUNT")  to be  maintained  at  such  office  of  Bank  as  may be
designated by Bank, an amount equal to the maximum  amount then  available to be
drawn under the Letter of Credit  (assuming  compliance  with all conditions for
drawing  thereunder).  The  Cash  Collateral  Account  shall  be in the  name of
Borrower (as a cash collateral account), but under the sole dominion and control
of Bank and subject to the terms of this Agreement.

                  (b) If  requested by Borrower and subject to the right of Bank
to withdraw funds from the Cash Collateral Account as provided below, Bank shall
from time to time  invest  funds on  deposit in the Cash  Collateral  Account in
investments  satisfactory  to Bank,  reinvest  proceeds of any such  investments
which may mature or be sold, and invest  interest or other income  received from
any such investments, in each case as Borrower may elect and notify to Bank.

                  (c) If at any time Bank  determines that any funds held in the
Cash  Collateral  Account  are  subject  to any right or claim of any  person or
entity other than Bank and the Trustee or that the total amount of such funds is
less than the maximum amount at such time available to be drawn under the Letter
of  Credit,  Borrower  will,  forthwith  upon  demand by Bank,  pay to Bank,  as
additional  funds to be deposited and held in the Cash  Collateral  Account,  an
amount equal to the excess of (i) such maximum  amount at such time available to
be drawn under the Letter of Credit over (ii) the total amount of funds, if any,
then held in the Cash  Collateral  Account which Bank  determines to be free and
clear of any such right and claim.

                  (d)  Borrower  hereby  pledges,  and grants to Bank a security
interest in, all funds held in the Cash Collateral Account (including Collateral
Securities)  from time to time and all  proceeds  thereof,  as security  for the
payment of all  amounts  due and to become due from the  Borrower  to Bank under
this Agreement.

                  (e) Bank may, at any time or from time to time after funds are
deposited in the Cash Collateral  Account or invested in Collateral  Securities,
after selling, if necessary, any Collateral Securities, apply funds then held in
the Cash Collateral Account to the payment of any amounts, in such order as Bank
may elect,  as shall have become or shall become due and payable by the Borrower
to Bank under this Agreement. Borrower agrees that, to the extent notice of sale
of any  Collateral  Securities  shall be  required  by law,  at least five days'
notice to  Borrower  of the time and place of any public  sale or the time after
which any private sale is to be made shall constitute  reasonable  notification.
Bank may adjourn any public or private sale from time to time by announcement at
the time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.

                  (f) Neither  Borrower nor any Person  claiming on behalf of or
through  Borrower  shall have any right to withdraw any of the funds held in the
Cash Collateral  Account,

                                       24
<PAGE>

except as otherwise  provided in subsection  (g) below and except that after the
termination of the Letter of Credit in accordance with its terms and the payment
of all  amounts  payable by  Borrower  to Bank under this  Agreement,  any funds
remaining in the Cash  Collateral  Account shall be returned by Bank to Borrower
or paid to whomever may be legally entitled thereto.

                  (g) So long as any Notes shall remain  outstanding,  Bank will
release to Borrower or at its order (i)  interest  or other  income  received on
Collateral Securities and (ii) at the written request of Borrower, funds held in
the Cash Collateral  Account in an amount up to but not exceeding the excess, if
any  (immediately  prior to the  release  of any such  funds),  of (x) the total
amount of funds held in the Cash Collateral  Account over (y) the maximum amount
available to be drawn under the Letter of Credit.

                  (h)  Borrower  agrees  that it will not (i) sell or  otherwise
dispose  of any  interest  in the Cash  Collateral  Account  or any  funds  held
therein,  or (ii) create or permit to exist any lien, security interest or other
charge or encumbrance upon or with respect to the Cash Collateral Account or any
funds held therein, except as provided in or contemplated by this Agreement.

                  (i) Bank shall  exercise  reasonable  care in the  custody and
preservation  of any  funds  held in the Cash  Collateral  Account  and shall be
deemed  to have  exercised  such  care  if such  funds  are  accorded  treatment
substantially  equivalent to that which Bank accords its own property,  it being
understood that Bank shall not have any  responsibility for taking any necessary
steps to preserve rights against any parties with respect to any such funds.

                  2A.14  SPECIAL  INDEMNITY  FOR  LETTER  OF  CREDIT.   Borrower
indemnifies  and  holds  Bank  harmless  from and  against  any and all  claims,
damages,  losses,  liabilities,  costs or expenses which Bank may incur or which
may be  claimed  against  Bank  by any  person  or  entity  by  reason  of or in
connection with the execution and delivery or transfer of, or payment or failure
to make lawful  payment under,  the Letter of Credit;  provided,  however,  that
Borrower  shall not be required to indemnify  Bank  pursuant to this section for
any claims, damages, losses, liabilities, costs or expenses to the extent caused
by (1) Bank's  willful  misconduct or gross  negligence in  determining  whether
documents  presented  under the  Letter of Credit  comply  with the terms of the
Letter of Credit or (2) Bank's willful  failure to make lawful payment under the
Letter of Credit  after the  presentation  to it by the  Trustee or a  successor
trustee under the Indenture of a draft and certificate  strictly  complying with
the terms and conditions of the Letter of Credit. Nothing in this section limits
the Borrower's obligations contained in this Agreement. Without prejudice to the
survival of any other  obligation of Borrower  hereunder,  the  indemnities  and
obligations  of Borrower  contained in this section shall survive the payment in
full of amounts  payable  pursuant  herein and the  termination of the Letter of
Credit.

                  2A.15    OBLIGATIONS OF BORROWER ABSOLUTE.

                  (a) The  obligations,  covenants  and  agreements  of Borrower
under this  Agreement  shall be absolute,  unconditional  and  irrevocable,  and
Borrower  separately  covenants

                                       25
<PAGE>

and agrees to timely pay in full in strict accordance herewith all amounts which
may become due and owing  hereunder and to timely  observe and perform all other
agreements  and  covenants to be observed and  performed by Borrower  hereunder,
such  payment,  observance  and  performance  to be  made  hereunder  under  all
circumstances whatsoever, including, the following:

                  (1) any lack of validity or  enforceability  of any  Financing
            Documents;

                  (2) any  amendment  or waiver of or any  consent to  departure
            from all or any of the Financing Documents;

                  (3) the  existence  of any  claim,  set-off,  defense or other
            rights  which  Borrower  may have at any time  against  any  Person,
            whether in connection with this Agreement, the Letter of Credit, the
            Demand  Notes  or any  of  the  other  Financing  Documents,  or any
            unrelated transaction;

                  (4) any  statement or any other  document  presented  Lender a
            Letter  of  Credit  proves  to be  forged,  fraudulent,  invalid  or
            insufficient  in any respect or any statement  therein  proves to be
            untrue or inaccurate in any respect whatsoever;

                  (5)  payment  by  Bank  under  a  Letter  of  Credit   against
            presentation  of a draft or  certificate  which does not comply with
            the terms of the Letter of Credit,  provided  such payment shall not
            have constituted gross negligence or willful misconduct by Bank; and

                  (6) any other circumstance or happening whatsoever, whether or
            not  similar  to any of the  foregoing,  provided  the same does not
            constitute gross negligence or willful misconduct by Bank.

                  (b) No act of  commission  or omission of any kind at any time
on the part of Bank in respect of any matter  whatsoever shall in any way affect
or impair any right,  power or benefit of Bank under this  Agreement and, to the
extent permitted by applicable law, no setoff, claim,  reduction,  diminution of
any  obligation,  or any defense of any kind or nature  which  Borrower may have
against  Bank shall be available  against Bank in any suit or action  brought by
Bank to enforce any right, power or benefit under this Agreement.

                  2A.16  LIABILITY  OF THE  BANK.  Neither  Bank  nor any of its
officers or directors shall be liable or responsible  for: (i) the use which may
be made of the Letter of Credit or for any acts or  omissions of the Trustee and
any  transferee  in connection  therewith;  (ii) the  validity,  sufficiency  or
genuineness  of  documents,  or of  any  endorsements)  thereon,  even  if  such
documents  should  in  fact  prove  to  be  in  any  or  all  respects  invalid,
insufficient, fraudulent or forged; (iii) payment by Bank against presentment of
documents  which do not strictly  comply with the terms of the Letter of Credit,
including but not limited to,  failure of any documents to bear any reference or
adequate  reference  to the  Letter of Credit;  or (iv) any other  circumstances
whatsoever  in making or  failing  to make  payment  under the Letter of Credit,
except only that

                                       26
<PAGE>

Borrower  shall  have a claim  against  Bank,  and Bank  shall be  liable to the
Borrower,  to the extent,  but only to the extent,  of any direct, as opposed to
consequential,  damages  suffered by the Borrower which the Borrower proves were
caused by (A) Bank's  willful  misconduct  or gross  negligence  in  determining
whether documents  presented under the Letter of Credit comply with the terms of
the Letter of Credit,  or (B) Bank's willful or grossly negligent failure to pay
under the  Letter of Credit  after the  presentation  to it by the  Trustee of a
draft and  certificate  strictly  complying with the terms and conditions of the
Letter of Credit.  In furtherance  and not in limitation of the foregoing,  Bank
may  accept  documents  that  appear  on  their  face  to be in  order,  without
responsibility   for  further   investigation,   regardless  of  any  notice  or
information to the contrary.

                  3.       CONDITIONS OF LENDING.

                  3.1 CONDITIONS  PRECEDENT TO INITIAL  ADVANCE.  In addition to
any other requirements set forth in this Agreement,  Bank shall not be obligated
to make any of the Loans,  or any advance under any Loan, or renew the Letter of
Credit, unless at the time thereof the following conditions shall have been met:

                        (a)   CORPORATE   PROCEEDINGS.   All  proper   corporate
proceedings  shall have been taken by Borrower to authorize  this  Agreement and
the transactions contemplated hereby.

                        (b)  DOCUMENTATION.  All  instruments and proceedings in
connection  with  the  transactions  contemplated  by this  Agreement  shall  be
satisfactory  in form and substance to Bank, and Bank shall have received on the
date of this Agreement  copies of all documents  including  records of corporate
proceedings,  which it may have  requested in  connection  therewith.  including
certified  copies of resolutions  adopted by the Board of Directors of Borrower,
certificates  of  good  standing,  and  certified  copies  of  the  Articles  of
Incorporation and Bylaws, and all amendments thereto, of Borrower.

                        (c) LOAN  DOCUMENTS.  Bank shall have received  executed
copies of all  instruments  evidencing  security for the Loans and copies of the
insurance policies and related certificates of insurance referred to in Sections
6.1 ("Insurance") and 9.5 ("Insurance") hereof.

                        (d) NO  DEFAULT.  No event  shall  have  occurred  or be
continuing  which  constitutes an Event of Default or which would  constitute an
Event of Default with the giving of notice or the lapse of time or both.

                        (e)  PERFECTION OF LIENS.  UCC-I  financing  statements,
collateral  assignments,  trademark and patent assignments,  and, if applicable,
certificates  of title covering the  Collateral  executed by Borrower shall have
been  duly  recorded  or filed  in the  manner  and  places  required  by law to
establish,  preserve,  protect,  and perfect the interests and rights created or
intended to be created by this Agreement and any other security agreement.

                                       27
<PAGE>

                        (f) REPORTS; QUARTERLY FINANCIAL STATEMENTS.  Bank shall
have received all reports and  information  from  Borrower  called for under the
Agreement as and when due. Bank shall have received the financial statements for
Borrower's first quarter ended September 30, 2000.

                        (g) INCUMBENCY CERTIFICATE.  Bank shall have received an
incumbency certificate,  dated as of the date of this Agreement, executed by the
Secretary or Assistant  Secretary of Borrower,  which shall identify by name and
title and bear the signature of the officer of such Borrower  authorized to sign
this  Agreement  and the Notes on behalf of Borrower.  Bank shall be entitled to
rely  upon  such   incumbency   certificate  in  completing   the   transactions
contemplated herein or in any Loan Document.

                        (h)  CONSENTS.  Bank shall have  received  consents  and
agreements of the landlords of each of the premises  leased by Borrower on which
the Collateral is located ?as provided in Section 4.1 ("Security")  hereof,  all
in form satisfactory to Bank.

                        (i)  REAL  ESTATE  MORTGAGES.  Except  for the  Lockwood
Mortgage,  Bank shall have received and recorded the Mortgages  duly executed by
the applicable Borrower granting to Bank a first Lien on each parcel of the Real
Estate, except for the Lockwood Real Estate upon which the Bank shall be granted
a  third-priority  Lien,  junior  only to the liens of First Union Bank and BB&T
thereon.

                        (j) LIEN SEARCH.  Bank shall have received a report from
the Departments of State of all  jurisdictions in which any of the Collateral is
located or in which any Borrower is located  indicating  that there are no Liens
against that portion of the Collateral  constituting  personal property,  except
the Liens permitted by Section 7.2 ("Liens and Security Interests") hereof.

                        (k) FEES AND  EXPENSES.  Bank  shall have  received  all
amounts  required  to be paid by  Borrower  or another  Person  pursuant  to the
Restructuring Agreement.

                        (l) SUBORDINATION AGREEMENT.  Bank shall have received a
subordination agreement from each Subordinated Lender.

                        (m) CERTIFICATES OF TITLE. Borrower shall have delivered
Certificates of Title, or duly-executed  powers of attorney sufficient to obtain
such  Certificates of Title from the applicable  jurisdiction,  for any vehicles
constituting part of the Equipment as shown on EXHIBIT "3.1(M)".

                        (n) ADDITIONAL DOCUMENTS.  Bank shall have received such
additional legal opinions,  certificates,  proceedings,  instruments,  and other
documents  as Bank  or its  counsel  may  reasonably  request  to  evidence  (i)
compliance by Borrower with legal requirements,  (ii) the

                                       28
<PAGE>

truth and accuracy, as of the date of this Agreement,  of the representations of
Borrower  contained  herein,  and (iii) the due  performance or  satisfaction by
Borrower,  at or prior to the date  hereof,  of all  agreements  required  to be
performed  and all  conditions  required to be  satisfied  by Borrower  pursuant
hereto.

            3.2 CONDITIONS PRECEDENT TO EACH ADVANCE. The following  conditions,
in addition to any other requirements set forth in this Agreement must have been
met or performed before each advance under any Loan:

                  (a)  BORROWER'S  REPORT.  To the extent  required by Bank, the
Remaining Businesses have delivered to Bank a Borrower's Report.

                  (b)  SUPPLEMENTARY  CORPORATE  PROCEEDINGS.  Any supplementary
corporate  proceedings necessary to authorize the transaction have been taken by
Borrower.

                  (c)  ACCURACY  OF  REPRESENTATIONS.  All  representations  and
warranties  made by  Borrower  in this  Agreement  or  otherwise  in  writing in
connection with this Agreement are true and correct in all material  respects as
if made on and as of the proposed date of the advance of Loan  proceeds,  except
for any changes in the nature of Borrower's  business or  operations  that would
render  the  information   contained  in  any  exhibit  attached  hereto  either
inaccurate or incomplete,  so long as Bank has consented to such changes or such
changes are expressly permitted by this Agreement.

                  (d) NO  DEFAULT.  No  Event of  Default  has  occurred  and is
continuing,  and to the extent  requested by Bank,  Borrower has so certified in
writing.

                  (e) FURTHER  ASSURANCES.  Borrower  shall have  delivered such
further documentation or assurances that Bank reasonably requires.

            4. SECURITY FOR OBLIGATIONS AND SPECIAL COLLECTION ACCOUNTS.

                  4.1  SECURITY.   The  Loans,   each  Note,  the  reimbursement
obligations  under this Agreement and all other  Obligations shall be secured by
each of the following:

                        (a)  Except as  provided  in  Section  4.1(b)  below,  a
first-priority security interest in Borrower's Accounts, Documents, Instruments,
Chattel  Paper,  General  Intangibles,   Equipment,  and  Inventory,  and  other
properties  and  interests  as  provided  for in Article 8 ("Grant  of  Security
Interest") hereof.

                        (b) A  second-priority  security  interest on Lockwood's
Equipment,  Accounts, General Intangibles,  and Inventory, and proceeds thereof,
junior only to the Permitted Liens;

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<PAGE>

                        (c) A first priority mortgage Lien on each parcel of the
Real Estate other than the Lockwood Real Estate;

                        (d) A third priority  mortgage Lien on the Lockwood Real
Estate.

                        Borrower  agrees to execute  and  deliver,  or cause the
execution and delivery of, such security agreements,  deeds of trust, mortgages,
assignments,  guaranties,  consents,  subordination  agreements,  and  financing
statements  as may be required by Bank to evidence  such  security,  all in form
satisfactory  to Bank, as well as such consents and  agreements of the landlords
of each of the premises  leased by Borrower on which the  Collateral is located,
all in form satisfactory to Bank.

                  4.2 SPECIAL  COLLECTION  ACCOUNTS.  Borrower  represents  that
Borrower  has opened  with Bank  special  collection  accounts  bearing  account
numbers  67986451  (Display   Technologies  Inc.  -  Master  Special  Collection
Account),  67986638 (Display  Technologies.  Inn.,  Corporate Special Collection
Account), 67986484 (La-Man Corporation - Subsidiary Special Collection Account),
670J86495 (J.M.  Stewart  Manufacturing,  Inc.  -Subsidiary  Special  Collection
Account),  67986506 (Don Bell Industries,  Inc. - Subsidiary  Special Collection
Account),  67986517 (J.M.  Stewart  Corporation - Subsidiary  Special Collection
Account).   67986440  (J.M.  Stewart  Industries,   Inc.  -  Subsidiary  Special
Collection  Account),  78385-199  (Ad Art  Electronic  Sign Corp.  -  Subsidiary
Special  Collection  Account) and  78386-104  (Lockwood  Sign Group - Subsidiary
Special Collection Account)  (collectively,  the "Special Collection Accounts"),
in which all funds received by Borrower from sales of Inventory,  all refunds of
taxes, all remittances by Borrower's Account Debtors,  and all other proceeds of
Collateral,  shall be  deposited  no later  than the next  regular  banking  day
following  receipt.  All  returned  checks  shall be charged  to account  number
Borrower shall pay all fees for the Special Collection  Accounts and expenses or
adjustments for collected funds. Under no circumstances will Bank be charged for
them.  Borrower shall pay normal and customary fees to Bank for its  maintenance
of the  Special  Collection  Accounts.  Bank shall have the  exclusive  right to
withdraw  or debit  funds from the  Special  Collection  Accounts,  which may be
accomplished by any directive signed by any two authorized employees of Bank. At
least  weekly and more often if Bank so elects,  the  collected  balances in the
Special  Collection  Accounts  shall be swept into a  concentration  account and
withdrawn by Bank and applied to the  Revolving  Loan. If any report by Borrower
required by this  Agreement  shall show  insufficient  Aggregate  Loan Values to
entitle Borrower to maintain the then-current  balance owing under the Revolving
Loan after  applying  thereto the  collected  balance of the Special  Collection
Accounts,  then  Borrower  shall  immediately  deposit  into one of the  Special
Collection Accounts sufficient  immediately  available funds from which Bank may
draw in order to reduce  the  principal  balance  of the  Revolving  Loan to the
amount allowable under the provisions of this Agreement. At the request of Bank,
Borrower shall execute  documents  provided by Bank to allow officers of Bank to
sign checks  drawn on accounts  of  Borrower  maintained  in other banks for the
purpose of transferring  funds to an account or accounts of Borrower  maintained
with Bank or another bank owned by SouthTrust  Corporation,  including,  without
limitation, the Special Collection Accounts.

                                       30
<PAGE>

            5. REPRESENTATIONS, WARRANTIES, AND GENERAL COVENANTS. Borrower (but
excluding  AmeriVision in each instance unless  specifically stated otherwise in
such  section)  represents,  warrants,  and  covenants  to and with Bank,  which
representations,  warranties,  and covenants shall survive until the Obligations
are indefeasibly satisfied in full, that:

                  5.1 ORGANIZATION  AND  QUALIFICATION.  Including  AmeriVision,
Borrower is a corporation duly organized,  validly existing and in good standing
under the laws of its respective state of incorporation; has the corporate power
to own its properties and to carry on its business as now being  conducted;  and
is duly  qualified to do business and is in good standing in every  jurisdiction
in which the character of the properties owned by it or in which the transaction
of its business makes its qualification necessary.

                  5.2 CORPORATE  POWER AND  AUTHORIZATION;  COMPLIANCE WITH LAW.
Including AmeriVision,  Borrower has full power and authority to enter into this
Agreement,  to borrow hereunder,  to execute and deliver the Notes and the other
Loan Documents,  and to incur the obligations  provided for herein, all of which
have been  authorized by all proper and necessary  corporate  action.  Including
AmeriVision,  Borrower further (x) is in compliance with all Requirements of Law
applicable to it and (y) possesses all governmental  franchises,  licenses,  and
permits  that are  necessary  to own or  lease  its  assets  and to carry on its
business as now conducted.

                  5.3 ENFORCEABILITY; NO LEGAL BAR. This Agreement has been, and
each  other Loan  Document  to which it is a party will be,  duly  executed  and
delivered to Bank on behalf of Borrower,  including AmeriVision.  This Agreement
and each of the other Loan Documents constitute, and each Note when executed and
delivered  for value  received  will  constitute,  a valid and  legally  binding
obligation of Borrower,  including  AmeriVision  enforceable in accordance  with
their respective  terms. The execution,  delivery,  and performance by Borrower,
including AmeriVision of this Agreement and the other Loan Documents to which it
is a party,  Borrower's  borrowings  pursuant to this Agreement,  and use of the
loan proceeds,  will not violate any  Requirement of Law applicable to Borrower,
including  AmeriVision  or constitute a breach or violation of, a default under,
or require any consent under, any of its Contractual  Obligations,  and will not
result in a breach or violation of, or require the creation or imposition of any
Lien on any of its properties or revenues  pursuant to any Requirement of Law or
Contractual Obligation.

                  5.4  PENDING  ACTIONS.  Except as  described  on  EXHIBIT  5.4
attached  hereto,  no action or  investigation is pending or, so far as Parent's
officers and directors know, threatened before or by any court or administrative
agency against Borrower, businesses,  properties or revenues (a) with respect to
any of the Loan Documents or any of the  transactions  contemplated  by them, or
(b) which might result in any Material Adverse Effect to the Borrower.

                  5.5 FINANCIAL STATEMENTS. The financial statements of Borrower
dated June 30, 2000 (the "Financial Statement Date"), delivered to Bank, and all
other financial  statements and reports furnished by Parent to Bank are complete
and correct in all material respects

                                       31
<PAGE>

and fairly present the financial  condition of Parent and its  Subsidiaries on a
consolidated  and  consolidating  basis and the results of their  operations and
transactions  as of the dates  and for the  periods  to which  they  refer.  The
Parent's  June 30, 2000  financial  statements  have been prepared in accordance
with  GAAP.  Except  for  contingent  liabilities  of  Parent  with  respect  to
obligations of other Borrowers or Subsidiaries, there are no liabilities, direct
or indirect,  fixed or contingent,  of Borrower as of the date of such financial
statements  of the type which would be required to be disclosed on the financial
statements  in accordance  with GAAP which are not  reflected  therein or in the
notes  thereto.  Neither  said  financial  statements  nor any  other  financial
statements,  reports,  and information  furnished by Parent to Bank contains any
untrue  statement of a material fact or omits a material fact  necessary to make
the statements  contained therein or herein not misleading.  There is no fact of
which  Borrower has knowledge  which Parent has failed to disclose to Bank which
materially  affects  adversely  or,  so far as  Parent  can  now  foresee,  will
materially affect adversely the Collateral,  business,  prospects,  profits,  or
condition  (financial or  otherwise)  of any of the Remaining  Businesses or the
ability of Borrower to perform this Agreement.

                  5.6 NO CHANGE.  Since the Financial  Statement  Date there has
not been: ( i ) except as disclosed to Bank, any material  adverse change in the
assets,  liabilities,  business, or condition (financial or other) of Parent and
its Subsidiaries on a consolidated basis; (ii) any loss, damage, or destruction,
whether or not covered by insurance,  that has had a Material  Adverse Affect on
the assets or property of Parent and its  Subsidiaries on a consolidated  basis;
(iii) any  dividend  or  distribution  by Parent  to its  shareholders  in cash,
securities,  or other  property,  except for a preferred  stock dividend paid on
September  30,  2000;  (iv) any change in any of  Parent's  accounting  methods,
practices,  or principles or depreciation  and  amortization  rates or policies,
except as  required by law or to conform  with GAAP;  or (v) except in the usual
and ordinary course of business,  any of the following:  (A) except as disclosed
to Bank,  any breach,  execution,  extension,  modification,  or  termination by
Borrower of any Contractual  Obligation;  (B) any disposition by Borrower of, or
the  imposition of a Lien on any asset of Borrower,  except for a Lien permitted
under Section 5.7 ("Title to Properties")  hereof;  or (C) any cancellation of a
debt owed to, or a claim held by,  Borrower.  Except as  disclosed  to Bank,  no
Contractual  Obligation  of  Borrower  or  any  of  its  Subsidiaries,   and  no
Requirement of Law, materially adversely affects, or to the extent that Borrower
can reasonably foresee, might have a Material Adverse Effect on Borrower.

                  5.7  TITLE TO  PROPERTIES.  Borrower  has good and  marketable
title to all of its assets, subject to no Lien, except inchoate Liens arising by
operation  of law for  obligations  which  are not  yet due and  except  for the
Permitted Liens. Borrower enjoys peaceable and undisturbed  possession under all
leases  under  which  it is  operating,  and  none of such  leases  contain  any
provisions which may materially and adversely affect or impair the operations of
Borrower,  and all of such leases are valid and subsisting and in full force and
effect.

                  5.8  BENEFIT  PLANS.  Except as set forth on EXHIBIT  "5.8" to
this Agreement,  neither Borrower nor any of its Subsidiaries has established or
is a party to any Plan or to any


                                       32
<PAGE>

stock  option or deferred  compensation  plan or contract for the benefit of its
employees or officers,  any pension,  profit sharing or retirement  plan,  stock
redemption  agreement,  or any other agreement or arrangement  with any officer,
director,  or  stockholder,  members  of their  families,  or  trusts  for their
benefit.  Borrower and its  Subsidiaries  are in compliance  with all applicable
provisions of ERISA.  Neither  Borrower nor any of its Subsidiaries has received
any  notice  to the  effect  that it is not in full  compliance  with any of the
requirements of ERISA and the  regulations  promulgated  thereunder.  No fact or
situation  that  could  result in a  material  adverse  change in the  financial
condition of Borrower,  including,  but not limited to, any Reportable  Event or
Prohibited Transaction, exists in connection with any Plan. Neither Borrower nor
any of its  Subsidiaries  has any  withdrawal  liability  in  connection  with a
Multiemployer Plan.

                  5.9 TAXES.  Borrower has filed all federal,  state,  and local
tax  returns  which are  required  to be filed and have paid,  or made  adequate
provision for the payment of, all taxes which have or may become due pursuant to
said  returns  or to  assessments  received  by  them.  Borrower  has  paid  all
withholding,  FICA  and  other  payments  required  by  federal,  state or local
governments with respect to any wages paid to employees.

                  5.10 COLLATERAL. The security interests granted to Bank herein
and  pursuant  to  any  other  security  agreement  (a)  constitute  and,  as to
subsequently acquired property include in the Collateral covered by the security
agreement,  will constitute,  a security interest under the Code entitled to all
of the rights,  benefits and priorities provided by the Code and (b) are, and as
to such subsequently acquired Collateral will be, fully perfected, superior, and
prior to the rights of all third  persons,  now existing or  hereafter  arising,
subject  only  to  Liens  permitted  pursuant  to  this  Agreement.  All  of the
Collateral is intended for use solely in  Borrower's  business.  Borrower  shall
defend the Collateral against all claims and demands of all other parties who at
any time claim any interest in the Collateral.

                  5.11 LABOR LAW MATTERS. No goods or services have been or will
be  produced  by  Borrower  or any  of  its  Subsidiaries  in  violation  of any
applicable labor laws or regulations or any collective  bargaining  agreement or
other labor  agreements or in violation of any minimum wage,  wage-and-hour,  or
other  similar  laws  or   regulations.   Except  for  Ad  Art  Electronic  Sign
Corporation,  no collective  bargaining  agreement  concerning  any employees of
Borrower exists or is being negotiated.

                  5.12 JUDGMENT LIENS. None of Borrower,  its Subsidiaries,  nor
their  assets  are  subject  to more than  $10,000  in the  aggregate  of unpaid
judgments  (whether or not stayed)  (excluding any judgments for claims on which
AmeriVision is liable) or judgment liens in any jurisdiction.

                  5.13 PLACE OF BUSINESS.  Parent's  chief  executive  office is
located at 5029 Edgewater Drive,  Orlando,  Florida,  and it has not changed the
location of its chief  executive  office  from a location  in a different  state
within the last five (5) years.  The  Inventory  is and shall be located only at
the locations  listed on EXHIBIT  "1.49" to this  Agreement,  or on locations of

                                       33
<PAGE>

which Bank is  notified  pursuant  to Section  6.14,  except  for  inventory  on
customer  locations  being supplied under  contracts with an aggregate  value of
less  than  $50,000.  Except  as  indicated  on said  exhibit,  the real  estate
constituting each said location is owned by Borrower.  With respect to locations
not owned by  Borrower,  said  exhibit  sets forth the name and  address of each
landlord,  vendor or customer,  the location of the property,  and the remaining
term of the lease or purchase  agreement.  Borrower has separately  furnished to
Bank true and correct copies of the lease agreements or purchase  agreements for
each said parcel.

                  5.14 FULL DISCLOSURE.  All information  furnished by Parent to
Bank concerning Borrower, its financial condition, the Collateral,  or otherwise
for the purpose of obtaining credit or an extension of credit, is, or will be at
the time the same is  furnished,  accurate and correct in all material  respects
and complete  insofar as  completeness  may be necessary to give Bank a true and
accurate  knowledge of the subject matter.  The books of account,  minute books,
and stock  record  books of  Borrower  are  complete  and  correct and have been
maintained in accordance  with good business  practices,  and there have been no
transactions  adversely affecting the business of Borrower that should have been
set forth therein and have not been so set forth.

                  5.15 BORROWER'S  NAME.  Except for the change in Parent's name
from La-Man  Corporation to its current name,  Borrower has not changed its name
or been known by any other name within the last five (5) years,  nor has it been
the surviving  corporation in a merger  effected within the last five (5) years,
except for merger transactions involving Ad Art and Lockwood.

                  5.16  EXISTING   DEBT.   Neither   Borrower  nor  any  of  its
Subsidiaries is subject to any federal,  state or local tax Liens,  nor has such
Person  received any notice of  deficiency or other  official  notice to pay any
taxes.  Borrower  and its  Subsidiaries  have paid all sales  and  excise  taxes
payable by them.

                  5.17  INSOLVENCY.   Borrower,   after  giving  effect  to  the
 transactions contemplated hereby, at all times will be, Solvent.

                  5.18  INTELLECTUAL  PROPERTY.  Borrower owns or is licensed to
use, all patents, trademarks, trade names, copyrights, technology, know-how, and
processes  necessary  for the conduct of their  business as currently  conducted
(the  "Intellectual  Property")  all of which is described in EXHIBIT  "5.18" to
this Agreement. Any material licenses of the Intellectual Property are set forth
in EXHIBIT "5.18" to this  Agreement.  No claim has been asserted and is pending
by any Person  with  respect to the use of any such  Intellectual  Property,  or
challenging  or  questioning   the  validity  or   effectiveness   of  any  such
Intellectual Property and Borrower does not know of any valid basis for any such
claim. The use of the Intellectual Property by Borrower does not infringe on the
rights of any Person.

                  5.19  SUBSIDIARIES.  Borrower has no  Subsidiaries,  except as
indicated on EXHIBIT "5.19" to this  Agreement.  Parent  represents and warrants
that the following  Subsidiaries are shell

                                       34
<PAGE>

corporations  and have  tangible  assets of less than  $25,000:  (i)  E.S.C.  of
Nevada, Inc., ( ii) Don Bell Industries of Nevada, Inc., and (iii) Nevada Semco,
Inc.

                  5.20 ENVIRONMENTAL MATTERS. Borrower is in compliance with all
Environmental  Regulations and with all other federal, state, and local laws and
regulations  relating to the environment and pollution,  including such laws and
regulations   regulating   hazardous,   radioactive   and  toxic  materials  and
underground petroleum products storage tanks. No assessment,  notice of (primary
or  secondary)  liability or notice of financial  responsibility,  or the amount
thereof,  or to impose civil penalties has been received by Borrower,  and there
are no facts, conditions,  or circumstances known to Borrower which could result
in  any   investigation   or  inquiry  if  all  such  facts,   conditions,   and
circumstances,  if any,  were fully  disclosed  to the  applicable  governmental
authority.  Borrower  has paid any  environmental  excise taxes due and payable,
including without limitation,  those imposed pursuant to Sections 4611, 4661, or
4681 of the  Internal  Revenue  Code of  1986,  as  amended  from  time to time.
Borrower  represents  and  warrants  that  Borrower  has not obtained and is not
required  to  obtain  any  permits,   licenses.  or  similar  authorizations  to
construct,  occupy,  operate, or use any buildings,  improvements,  fixtures, or
equipment  in  connection  with its  business  by  reason  of any  Environmental
Regulations.  Borrower  represents  and warrants that no oil, toxic or hazardous
substances.  or solid  wastes  have been  disposed of or released by Borrower in
connection with the operation of its business and that Borrower will not dispose
of or release oil, toxic or hazardous substances, or solid wastes at any time in
its operation of its business  (the terms  "hazardous  substance"  and "release"
shall have the meanings specified in the Comprehensive  Environmental  Response.
Compensation  and Liability Act of 1980,  as amended  ("CERCLA"),  and the terms
"solid waste" and "disposal,"  "dispose," or "disposed"  shall have the meanings
specified in the  Resource  Conservation  and  Recovery Act of 1976,  as amended
("RCRA"),  except that if such acts are amended to broaden the meanings thereof,
the broader meaning shall apply herein).  Each of the foregoing  representations
is also accurate with respect to any Subsidiary that is not a Borrower.

                  5.21  OWNERSHIP.  Parent is a public  company.  All issued and
outstanding  capital stock of each other Borrower is owned by Parent.  Except as
set forth in the annual fiscal year-end audited  financial  statements of Parent
as of June 30, 2000, there are not outstanding any warrants,  options, or rights
to purchase any shares of capital stock of any  Subsidiary,  nor does any Person
have a Lien upon any of the capital stock of any Subsidiary, except as set forth
on EXHIBIT 5.21 attached hereto.

                  5.22  INVENTORY.  All  Inventory is marketable in the ordinary
course of business.  All Inventory has been produced, and during the term hereof
will be produced,  in compliance with the requirements of the Federal Fair Labor
Standards Act. No Inventory is now, nor shall any Inventory at any time or times
hereafter be, stored with a bailee, warehouseman or similar party without Bank's
prior  written   consent  and,  if  Bank  gives  such  consent,   Borrower  will
concurrently therewith cause any such bailee, warehouseman,  or similar party to
issue and deliver to Bank, in form and substance  acceptable to Bank,  warehouse
receipts  therefor in Bank's  name.  No Inventory is or will be consigned to any
Person  without  Bank's prior  written  consent,  and, if

                                       35
<PAGE>

such consent is given,  Borrower shall,  prior to the delivery of any Inventory,
on consignment,  (i) provide Bank with all consignment  agreements to be used in
connection with such consignment, all of which shall be acceptable to Bank, (ii)
prepare,  execute, and file appropriate financing statements with respect to any
consigned  Inventory,  showing Bank as assignee,  (iii)  conduct a search of all
filings made against the consignee in all  jurisdictions  in which any consigned
Inventory is to be located and deliver to Bank copies of the results of all such
searches,  and (iv) notify, in writing, all the creditors of the consignee which
are or may be holders of Liens in the  Inventory to be consigned  that  Borrower
expects to deliver  certain  Inventory to the consignee,  all of which Inventory
shall be described in such notice by item or type.

                  5.23 SEC FILINGS.  Borrower  previously  has furnished or made
available to Bank accurate and complete copies of forms,  reports, and documents
filed by Borrower  with the  Securities  and Exchange  Commission  ("SEC") since
January 1, 1998 (the "SEC  Documents"),  which  include all reports,  schedules,
proxy statements,  and registration  statements filed or required to be filed by
Borrower with the SEC since January 1, 1998. As of their  respective  dates, the
SEC Documents did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated in those  documents are necessary to
make  the  statements  in  those  documents  not  misleading,  in  light  of the
circumstances in which they were made.

                  5.24  REPRESENTATIONS  TRUE. No  representation or warranty by
Borrower  contained herein or in any certificate or other document  furnished by
Borrower pursuant hereto contains any untrue statement of material fact or omits
to state a material fact necessary to make such  representation  or warranty not
misleading in light of the circumstances under which it was made.

         6. AFFIRMATIVE  COVENANTS.  The Borrower (but excluding  AmeriVision in
each instance unless  specifically  stated otherwise in such section) agrees and
covenants that until the  Obligations  have been  indefeasibly  paid in full and
until Bank has no further  obligation to make advances under the Loans,  each of
them shall, unless waived by Bank in writing:

                  6.1 INSURANCE.  Maintain  insurance  with insurance  companies
satisfactory to Bank on such of its properties, in such amounts and against such
risks as is customarily  maintained in similar businesses  operating in the same
vicinity,  and shall file with Bank upon request,  from time to time, a detailed
list of the  insurance  then in  effect,  stating  the  names  of the  insurance
companies, the amounts and rates of the insurance,  dates of expiration thereof,
and the properties and risks covered  thereby,  and, within 10 days after notice
in  writing  from Bank,  shall  obtain  such  additional  insurance  as Bank may
reasonably  request.  All such  policies  shall name Bank as a named insured and
provide  that any losses  payable  thereunder  shall  (pursuant  to loss payable
clauses,  in form and content acceptable to Bank, to be attached to each policy)
be payable to Bank, and provide that the insurance  provided thereby,  as to the
interest  of  Bank,  shall  not be  invalidated  by any  act or  neglect  of the
Remaining  Businesses,  nor by the  commencing of any  proceedings by or against
Borrower in bankruptcy, insolvency,  receivership , or any other proceedings

                                       36
<PAGE>

for the  relief  of a debtor,  nor by any  foreclosure,  repossession,  or other
proceedings  relating to the property  insured,  nor by, any  occupation of such
property or the use of such property for purposes more  hazardous than permitted
in the  policy.  The  Remaining  Businesses  hereby  assign to Bank all right to
receive proceeds,  directs any insurer to pay all proceeds directly to Bank, and
authorize  Bank to endorse  any check or draft for such  proceeds  and apply the
same toward  satisfaction of the  Obligations.  The Remaining  Businesses  shall
furnish to Bank insurance  certificates,  in form and substance  satisfactory to
Bank,  evidencing  compliance by it with the terms of this Section and, upon the
request of Bank at any time,  the Remaining  Businesses  shall furnish Bank with
photostatic  copies of the policies  required by the terms of this Section.  The
Remaining Businesses will cause each insurer under each of the policies to agree
(either by endorsement  upon such policy or by letter addressed to Bank) to give
Bank at least 30 days' prior written notice of the cancellation of such policies
in  whole  or in part  or the  lapse  of any  coverage  thereunder.  Each of the
Remaining Businesses agrees that it will not take any action or fail to take any
action  which  action  or  inaction  would  result  in the  invalidation  of any
insurance  policy  required  hereunder.  At least 10 days  prior to the date the
premiums on each such  policy or  policies  shall  become due and  payable,  the
Remaining  Businesses  shall  furnish to Bank  evidence  of the  payment of such
premiums.  The  Remaining  Businesses  shall  furnish to Bank such  evidence  of
insurance as Bank may require.

                  6.2 CORPORATE EXISTENCE; QUALIFICATION. Maintain its corporate
existence and, in each jurisdiction in which the character of the property owned
by it or in which  the  transaction  of its  business  makes  its  qualification
necessary, maintain good standing.

                  6.3 TAXES. For each Borrower,  during their respective  fiscal
years, accrue all current tax liabilities of all kinds, all required withholding
of  income  taxes  of   employees,   all  required  old  age  and   unemployment
contributions, all required payments to employee benefit plans, and pay the same
when they become due.

                  6.4 COMPLIANCE  WITH LAWS.  For each  Borrower,  comply in all
material  respects  with  all  Requirements  of  Law,  including   Environmental
Regulations,  and  pay  all  taxes,  assessments,  charges,  claims  for  labor,
supplies,  rent, and other  obligations  which, if unpaid,  might give rise to a
Lien against  property of Borrower,  except claims being contested in good faith
by appropriate  proceedings (provided Borrower promptly notifies Bank in writing
of such contest),  and against which reserves  deemed adequate by Bank have been
set up. Specifically, Borrower shall pay when due all taxes and assessments upon
the  Collateral,  this Agreement,  the Notes,  or any Loan Document,  including,
without  limitation,  any stamp taxes or intangibles  taxes imposed by virtue of
the transactions outlined herein.

                  6.5  ANNUAL  FINANCIAL  STATEMENTS.  Within 90 days  after the
close of each  fiscal  year,  Parent  shall  furnish  Bank with  annual  audited
financial  statements of Parent and its  Subsidiaries  on a consolidated  basis,
with supplemental  unaudited  consolidating  financial statements  consisting of
balance  sheets,  operating  statements  and such other  statements  as Bank may
reasonably request, for the period(s) involved, prepared in accordance with GAAP

                                       37
<PAGE>

consistently  applied for the period involved and for the preceding  fiscal year
and certified as correct by independent certified public accountants  acceptable
to Bank.

                  6.6  INTERIM  FINANCIAL  STATEMENTS.  Within 45 days after the
close of each calendar month,  Parent shall furnish Bank with unaudited  monthly
and  year-to-date  financial  statements  of Parent  and its  Subsidiaries  on a
consolidated and consolidating basis, consisting of balance sheets and operating
statements  and a  listing  of all  contingent  liabilities  of  Parent  and its
Subsidiaries  for the periods  involved  and such other  statements  as Bank may
request,   consistently   prepared  with  the  monthly  financial   statement(s)
previously furnished to Bank, taken from the books and records of Parent and its
Subsidiaries, and certified as correct by the Chief Financial Officer of Parent.

                  6.7 CERTIFICATES;  OTHER INFORMATION.  Parent shall furnish to
 Bank:


                        (a)  concurrently  with the  delivery  of the  financial
statements  referred to in Sections 6.5 and 6.6 hereof,  a certificate  from the
President and Chief Financial  Officer of Parent (i) stating that after diligent
investigation, they have determined that Borrower during the period has observed
or  performed  all of its  covenants  in this  Agreement  and in the other  Loan
Documents,  and (ii)  stating  that the  officers  do not know of any default or
Event of Default by Borrower under this  Agreement or the other Loan  Documents;
and

                        (b) all  other  information  regarding  the  affairs  of
Borrower and its Subsidiaries that Bank from time to time reasonably requests.

                  6.8  COLLATERAL  REPORTS.  Furnish  to Bank at  least  monthly
before the thirtieth  (30th) day of the month (and more  frequently if requested
by Bank) a detailed  accounts  receivable aging report as of the last day of the
previous  month,  a detailed  accounts  payable aging  report,  and an inventory
report, all in form and substance, and containing such detail and information as
Bank  shall  request,  and  furnish  to Bank  copies of all  physical  inventory
listings when prepared by Parent.

                  6.9 SEC  FILINGS.  (i) As soon as  available  and in any event
within ninety-five (95) days following the end of each of Parent's fiscal years,
a copy of its Annual  Report on Form 10-K as filed with the SEC; (ii) as soon as
available  and in any event within fifty (50) days  following the end of each of
Parent's  first  three  fiscal  quarters of each year,  a copy of its  Quarterly
Report on Form 10-Q; and (iii) promptly on becoming available,  any other report
or statement that Parent files with the SEC or mails to its shareholders.

                  6.10  VISITS  AND  INSPECTIONS.  For each  Borrower,  (a) give
agents and  representatives  of Bank full and  unrestricted  access from time to
time during normal business hours to its business premises, offices, properties,
books, records and information; (b) permit agents and representatives of Bank to
make such audit and examination  thereof,  and conduct such other investigation,
as they consider  appropriate  to determine and verify its business  properties,

                                       38
<PAGE>

operation,  or condition (financial or other) and to consummate the transactions
contemplated  by this  Agreement;  and (c)  furnish  to Bank and its  agents and
representatives  such  additional  information  with respect to its business and
affairs as they reasonably request from to time. Borrower shall bear the cost of
such audits, reports, and inspections.

                  Borrower  shall keep true books,  records,  and accounts  that
completely,  accurately,  and  fairly  reflect  all  dealings  and  transactions
relating to its and its Subsidiaries' assets, business, and activities and shall
record all transactions in such manner as is necessary to permit  preparation of
its financial statements in accordance with GAAP.

                  6.11 PAYMENTS ON NOTES.  Duly and punctually pay the principal
and interest on the Notes, in accordance with the terms of this Agreement and of
the Notes, and pay all other Debt of Borrower or any Subsidiary reflected on the
financial   statements  delivered  to  Bank  and  referred  to  in  Section  5.5
("Financial  Statements")  hereof,  and all other Debt  incurred  after the date
hereof in accordance with the terms of such Debt.

                  6.12  CONDUCT  OF  BUSINESS.   Conduct  its  business  as  now
conducted and do all things necessary to preserve, renew, and keep in full force
and effect its rights, patents, permits,  licenses,  franchises, and trade names
necessary to continue its business.  The Remaining  Businesses shall comply with
all Contractual Obligations applicable to it and its business and properties.

                  6.13  MAINTENANCE OF PROPERTIES.  For each Borrower,  keep its
properties in good repair, working order and condition, reasonable wear and tear
excepted,  and from time to time make all needed and proper  repairs,  renewals,
replacements, additions, and improvements thereto and comply with the provisions
of all leases to which it is a party or under which it  occupies  property so as
to prevent any loss or forfeiture thereof or thereunder.

                  6.14  LOCATION OF  COLLATERAL.  Notify Bank on a monthly basis
within  thirty  (30)  days of a change  in a  location  at which  Collateral  is
maintained,  except for Inventory  that is (i) shipped to customers and vendors,
(ii)  shipped  between  locations  listed on EXHIBIT  "1.49" or (iii)  Inventory
stored at customers'  premises for those  contracts  involving an aggregate sale
price of less than $50,000.

                  6.15 ADDITIONAL DOCUMENTS. Join Bank in executing any security
agreements, assignments, consents, financing statements or other instruments, in
form  satisfactory  to Bank. as Bank may from time to time request in connection
with the Collateral and the other security for the Loans.

                  6.16 NOTICE TO BANK.  Promptly notify Bank of: (a) any default
or  Event  of  Default,  (b) the  acceleration  of the  maturity  of any Debt or
Contractual Obligation; (c) a default in the performance of, or compliance with,
any Requirement of Law, Environmental  Regulation,  or Contractual Obligation of
Borrower or any of its Subsidiaries; (d) any litigation,  dispute, or

                                       39
<PAGE>

proceeding  that is pending or known by  Borrower's  officers  to be  threatened
against  Borrower or any of its  Subsidiaries and that might involve a claim for
damages or a request for  injunctive,  enforcement,  or other  relief  that,  if
granted,  might  reasonably  be  expected to have a Material  Adverse  Effect on
Borrower;  (e) a change in either the name or the principal place of business of
Borrower or the office  where its books and records are kept;  (f) any change in
its accounting methods,  policies, or practices for financial reporting purposes
or any material change in its accounting methods, policies, or practices for tax
reporting  purposes;  and (g) a change that has a Material Adverse Effect in the
business, operations, assets, property, or condition (financial or other) of any
of the Remaining Businesses. Borrower shall provide with each notice pursuant to
this section a statement of an officer of Borrower  setting forth details of the
occurrence  referred to in the notice and stating what action Borrower  proposes
to take with  respect to it.  Borrower  shall also  promptly  notify Bank of any
agreement  to acquire  another  company,  including  in the notice a copy of the
acquisition agreement and financial information regarding the acquired company.

                  6.17   SUBORDINATION  OF  DEBT.   Provide  Bank  with  a  debt
subordination agreement, in form and substance satisfactory to Bank, executed by
Borrower and each Subordinate Lender, and a debt and subordination agreement, in
form and substance satisfactory to Bank, executed by Borrower and any Person who
is an officer,  director,  shareholder or Affiliate of Borrower to whom Borrower
is or hereafter  becomes  indebted,  subordinating in right of payment and claim
all of such Debt and any future  advances  thereon to the full and final payment
of the Obligations.

                  6.18 COLLECTION OF ACCOUNTS.  Diligently  pursue collection of
all  Accounts  and other  amounts  due the  Remaining  Businesses  from  others,
including Affiliates of Borrower.

                  6.19 LANDLORD AND STORAGE AGREEMENTS. Provide Bank with copies
of all agreements  between Borrower and any landlord or warehouseman  which owns
any premises at which any Inventory or other  Collateral may, from time to time,
be kept.

                  6.20  AUDITORS'  LETTERS.  Furnish  Bank  with a copy  of each
finally  issued letter  written to Parent by its  independent  certified  public
accountant  concerning  internal controls and management review immediately upon
receipt of same.

                  6.21     ERISA COMPLIANCE.

                        (a) At all times make  prompt  payment of  contributions
required to meet the minimum  funding  standards set forth in ERISA with respect
to each Plan;

                        (b) Promptly after the filing  thereof,  furnish to Bank
copies of an annual report  required to be filed pursuant to ERISA in connection
with each Plan and any other employee benefit plan of it and its Affiliates;

                                       40
<PAGE>

                        (c) Notify Bank as soon as practicable of any Reportable
Event and of any additional act or condition arising in connection with any Plan
which Borrower believes might constitute grounds for the termination  thereof by
the  Pension  Benefit  Guaranty  Corporation  or  for  the  appointment  by  the
appropriate  United States  District  Court of a trustee to administer the Plan;
and

                        (d)  Furnish  to  Bank,  promptly  upon  Bank's  request
therefor,  such  additional  information  concerning  any Plan or any other such
employee benefit plan as may be reasonably requested.

                  6.22  PHYSICAL  INVENTORY.  Borrower  shall at least  one time
during each fiscal year conduct a physical inventory of all of its Inventory and
shall  promptly  certify  to Bank  the  results  of  such  inventory  in  detail
satisfactory to Bank.

                  6.23 CASH  FLOW  FORECASTS.  The  Remaining  Businesses  shall
update its 13-week Cash Flow  Forecasts on a monthly basis and shall provide the
Bank with a copy thereof by the 5th calendar  day of each month  hereafter.  The
Remaining  Businesses shall, at all times prior to the scheduled maturity of the
Revolving Loan and the Term Loan,  operate their  businesses and operations with
respect to total cash  disbursements  in  accordance  with the terms of the then
current Cash Flow Forecasts.

            7. NEGATIVE COVENANTS.  Until the Obligations have been indefeasibly
repaid in full and until Bank has no further  obligation to make advances  under
the Loans,  without the prior written consent of Bank, the Remaining  Businesses
shall not:

                  7.1 INDEBTEDNESS.  Except as permitted or contemplated by this
Agreement  and  unless  Borrower  is in  compliance  with  all of its  financial
covenants,  create, incur, assume, or suffer to exist any Debt or obligation for
money borrowed, or guarantee, or endorse, or otherwise be or become contingently
liable in connection  with the  obligations of any person,  firm, or corporation
(including any Affiliate), except:

                        7.1.1  Indebtedness  for  taxes  not at the time due and
payable  or which are being  actively  contested  in good  faith by  appropriate
proceedings  and  against  which  reserves  deemed  adequate  by Bank  have been
established  by but only if the  non-payment  of such taxes does not result in a
Lien upon any property of Borrower that has priority over the Lien held by Bank;

                        7.1.2   Contingent   liabilities   arising  out  of  the
endorsement of negotiable  instruments  in the ordinary  course of collection or
similar transactions in the ordinary course of business;

                                       41
<PAGE>

                        7.1.3 Debt,  other than for borrowed money,  incurred in
the ordinary  course of business,  including that evidenced by trade  promissory
notes with a maturity of less than one year;

                        7.1.4 Debt to third parties for purchase money borrowing
incurred in connection  with the purchase of capital assets and/or capital lease
obligations  used in the  business  of  Borrower,  as long as this Debt does not
cause an Event of Default;

                        7.1.5 Debt for money borrowed from Bank;

                        7.1.6 Debt incurred  prior to the date of this Agreement
and reflected on the financial statements referred to in Section 5.5 ("Financial
Statements") hereof which is not to be repaid with the proceeds of the Loans;

                        7.1.7 Debt with respect to the Raymond James  Contingent
 Note; and

                        7.1.8 Debt with  respect  to the  Series  A-1  Preferred
Stock of the Company  issued to the current  holders of the Company's  Preferred
Stock.

                  7.2 LIENS AND SECURITY INTERESTS.  Create,  incur,  assume, or
suffer to exist any mortgage,  security deed, deed of trust,  security interest,
pledge,  encumbrance,  Lien or charge of any kind (including charges on property
purchased under conditional sales or other title retention agreements) on any of
its property or assets, now owned or hereafter acquired, except:

                        7.2.1  Liens  for  taxes  not yet due or which are being
contested in good faith by  appropriate  proceeding  and against which  reserves
deemed adequate by Bank have been set up (excluding any Lien imposed pursuant to
any of the provisions of ERISA),  but only if the non-payment of such taxes does
not result in a Lien upon any property of Borrower  that has  priority  over the
Lien held by Bank;

                        7.2.2  Other  Liens  incidental  to the  conduct  of its
business or the ownership of its property and assets and created by operation of
law so long as the obligations secured thereby are not past due;

                        7.2.3   Purchase  money  Liens  created  to  secure  the
indebtedness permitted by Section 7.1.4;

                        7.2.4 Liens in favor of Bank; and

                        7.2.5  Liens   reflected  on  EXHIBIT  "7.2.5"  to  this
 Agreement.

                  7.3 DIVIDENDS AND DISTRIBUTIONS.  Declare any dividends on any
shares of any class of its capital stock, or apply any of its property or assets
to the purchase, redemption or other

                                       42
<PAGE>

retirement  of, or set apart any sum for the payment of any dividends on, or for
the  purchase,  retirement  of, or make any other  distribution  by reduction of
capital or otherwise in respect of, any shares of any class of capital  stock of
Borrower,  unless  after any of the  foregoing  payments,  Borrower  remains  in
compliance with all of its financial covenants.

                  7.4 AFFILIATE  TRANSACTIONS.  (a) Purchase,  acquire, or lease
property  from,  or sell,  transfer  or lease  property  to,  any  Affiliate  of
Borrower,  except for (i) the  exercise of stock  options  and (ii)  arms-length
transactions  at fair market  value in the ordinary  course of business,  or (b)
engage in any other  transaction or arrangement  with a Subsidiary that is not a
Borrower that involves loans,  advances, or transfers of cash or property to the
non-Borrower Subsidiary,  except for such transactions involving the proceeds of
equity or Subordinated Debt offerings.

                  7.5  FINANCING  STATEMENTS.  Permit  any  financing  statement
(except  Bank's  financing  statements)  to be  on  file  with  respect  to  the
Collateral, except for those filed to perfect Permitted Liens.

                  7.6 NAME CHANGE/LOCATION OF CHIEF EXECUTIVE OFFICE. Change the
name, identity or corporate structure of Borrower, or change the location of its
chief executive  office,  unless notice has been given to Bank in advance of the
move.

                  7.7 DESTRUCTION OF COLLATERAL. Waste or destroy the Collateral
or use it in violation of any statute or ordinance.

                  7.8 LIQUIDATION,  MERGER OR CONSOLIDATION.  (a) Except for the
contemplated  sale  of  La-Man's  assets  to  Air  Systems  Enterprises,   Inc.,
liquidate,   wind  up,  or  dissolve   itself  (or  suffer  any  liquidation  or
dissolution);  or (b) enter into any merger or  consolidation of which it is not
the surviving  corporation or otherwise  suffer a "Change in Control" in Parent,
as defined below; or (c) sell,  lease, or otherwise dispose of any of its assets
in an aggregate amount exceeding  $100,000 during any fiscal year,  except sales
of obsolete or worn-out  equipment and sales of Inventory in the ordinary course
of its business.

For  purposes of this  Agreement,  the term  "Change in  Control"  means (a) any
"person"  or "group"  of persons  (within  the  meaning of Section  13(d) of the
Securities Exchange Act of 1934, as amended) have acquired beneficial ownership,
direct or indirect,  or shall have entered into a contract or arrangement  that,
upon consummation,  will result in its or their acquisition of, control over 30%
or  more of the  votes  attributable  to the  voting  stock  of  Parent;  or (b)
individuals who at the beginning of any period of twenty-four  (24)  consecutive
calendar months were directors of Parent  (together with any new directors whose
election to the board of directors of Parent or whose nomination for election by
the  shareholders of Parent was approved by a vote of at least two-thirds of the
directors  then still in office who either were  directors  at the  beginning of
such period or whose  election or  nomination  for  election was  previously  so
approved)  cease  for any  reason  to  constitute  a  majority  of the  board of
directors of Parent then in office.

                                       43
<PAGE>

                  7.9  LOANS OR  ADVANCES.  Make  loans or  advances  or pay any
management  or similar  fees to any  Affiliate  or officer  of  Borrower  or any
Subsidiary, except advances or payment of management or similar fees made in the
ordinary  course of  business,  but  under no  circumstances  to a  non-Borrower
Subsidiary.

                  7.10  CASH  CAPITAL  EXPENDITURES.  Make or commit to make any
Cash  Capital  Expenditures  except as provided in the Cash Flow  Forecasts  and
reasonably acceptable to the Bank.

                  7.11  ACQUISITIONS.  Purchase  or acquire the  obligations  or
stock of or any other interest in any Person,  unless the  transaction  does not
result in an Event of Default.  Borrower acknowledges that Bank, in its sole and
absolute  discretion,  will  determine  whether or not the  addition of acquired
assets  will  result  in more  Eligible  Inventory  and  Eligible  Accounts  for
borrowing base purposes.  In making this determination,  Borrower agrees to make
available to Bank any and all information Bank deems necessary or appropriate to
conduct its due diligence investigation concerning the acquired assets.

                  7.12 PREPAYMENT OF DEBT.  Prepay any Debt,  except (i) Debt to
Bank,  (ii) permitted  payments with respect to  Subordinated  Debt described in
Section 7.16 ("Subordinated Debt") hereof, and (iii) accounts payable arising in
the ordinary course of business;  provided,  however,  Borrower may pay accounts
payable and take  ordinary  trade  discounts on  purchases  made in the ordinary
course of business.

                  7.13 LEASE  TRANSACTIONS.  Enter  into any sale and  leaseback
arrangement, except in the ordinary course of business.

                  7.14 AMENDMENTS. Amend any instrument evidencing a Lien listed
on EXHIBIT "7.2.5" hereto.

                  7.15 DEPOSIT OF FUNDS. Deposit proceeds of the Collateral into
any account other than the Special Collection Accounts.

                  7.16  SUBORDINATED  DEBT. Make any cash payment  (principal or
interest)  with respect to  Subordinated  Debt, or with respect to any Debt that
would be Subordinated  Debt but for the absence of a subordination  agreement in
effect with  respect  thereto,  except that  Borrower  shall be entitled to make
payments  with  respect to such Debt to the extent  expressly  permitted  in any
subordination  agreement  in effect with respect  thereto,  but only during such
time as no default or Event of Default exists hereunder.

                  7.17  CHANGE IN  BUSINESS.  Enter into any  business  which is
substantially different from the business or businesses in which it is presently
engaged, if the business in which the Remaining Businesses are presently engaged
fails to account for at least fifty percent  (50%) of the Remaining  Businesses'
annual revenues on an ongoing basis.

                                       44
<PAGE>

                  7.18 ACCOUNTS.  Sell, assign, or discount any of its Accounts,
Instruments.  Chattel  Paper,  or any  promissory  notes  held by it other  than
discount of such  Accounts,  Chattel Paper,  or notes in the ordinary  course of
business for collection.  The Remaining Businesses shall notify Bank promptly in
writing of any discount, offset, or other deductions not shown on the face of an
Account invoice and any dispute over an Account, and any information relating to
an adverse change in any Account Debtor's financial  condition or ability to pay
its obligations.

                  7.19 MARGIN  STOCK.  Use any proceeds of the Loans to purchase
or carry any margin  stock  (within the meaning of  Regulation U of the Board of
Governors  of the  Federal  Reserve  System) or extend  credit to others for the
purpose of purchasing or carrying any margin stock.

                  7.20  SUBSIDIARIES.  Dispose  of any  Subsidiaries  other than
AmeriVision, Ad Art, La-Man, and Hamilton (subject, in each case, to the consent
of the Bank to such sale),  or permit any  Subsidiary  to issue  capital  stock,
except to its Parent. Parent shall maintain at least the percentage ownership of
each Subsidiary shown on the attached  EXHIBIT "5.19".  Newly formed or acquired
Subsidiaries with tangible assets of more than $100,000 will join this Agreement
and each Note and become a Borrower within sixty (60) days after the acquisition
or  formation  of the  Subsidiary.  Borrower  will not be  required to cause the
acquired or formed Subsidiary to join this Agreement and each Note as a Borrower
if the joinder would cause an Event of Default because of a resulting  breach of
a   representation   or  warranty   unless  Bank  waives   compliance  with  the
representation or warranty with respect to that breach. Borrower shall not sell,
transfer or lease any property to E.S.C. of Nevada, Inc., Don Bell Industries of
Nevada, Inc., Nevada Services, Inc., or any newly formed or acquired Subsidiary.

         8.       GRANT OF SECURITY INTEREST.

                  8.1  SECURITY  INTEREST.  As  security  for the payment of the
Loans and all other  Obligations,  now existing or in the future  incurred,  and
including  any  extensions  or  renewals  or changes  in form of the Loans,  any
over-advances,  and  any  other  Obligations,  and all  costs  and  expenses  of
collection thereof,  including,  without  limitation,  attorneys' fees, Borrower
hereby  assigns to Bank and grants to Bank a security  interest in and Lien upon
the following:

                           (a)      All of Borrower's Accounts;

                           (b)      All of Borrower's Documents;

                           (c)      All of Borrower's Instruments;

                           (d)      All of Borrower's General Intangibles;

                           (e)      All of Borrower's Chattel Paper;

                                       45
<PAGE>

                           (f)      All of Borrower's Inventory;

                           (g)      All of Borrower's Equipment;

                           (h)      All of the proceeds,  products, and profits,
as the case may be, of  Borrower's  Accounts,  Documents,  Instruments,  Chattel
Paper, General Intangibles, Equipment, and Inventory;

                           (i)      All monies and other  property  of any kind,
real,  personal,  or mixed,  and tangible or  intangible,  now or at any time or
times  hereafter,  in the possession or under the control of Bank or a bailee of
Bank;

                           (j)      All accessions to, substitutions for and all
replacements,  products,  profits, income, and cash and non-cash proceeds of (a)
through (g) above,  including,  without  limitation,  proceeds  of any  unearned
premiums with respect to insurance policies insuring any of the Collateral; and

                           (k)      All books and  records  (including,  without
limitation,  customer lists, credit files, magnetic, digital and laser tapes and
disks, electronic and computer storage media, computer programs, print-outs, and
other  computer  materials  and  records) of Borrower  pertaining  to any of (a)
through (h) above.

         In  addition,  the  Loans  and  Obligations  shall  be  secured  by the
Mortgages;  provided,  however,  the Display  Mortgage will secure only the Term
Loan and recovery under the Display Mortgage will be limited to $568,026.78.  As
Borrower obtains more trademarks or patents,  Borrower shall execute appropriate
instruments granting to Bank a security interest in those assets.

                  8.2 SALE OF  INVENTORY.  Until the  occurrence  of an Event of
Default, Borrower may use and dispose of the Inventory in the ordinary course of
business where such is not inconsistent  with this Agreement,  provided that the
ordinary  course of  business  does not  include a transfer  in partial or total
satisfaction  of Debt nor a transfer  (other than a sale on terms and conditions
which would apply if  disinterested  parties  were  involved) to an Affiliate of
Borrower.

                  8.3 NOTICE TO ACCOUNT  DEBTORS.  If an Event of Default exists
hereunder,  Bank may notify the Account  Debtors  obligated on any or all of the
Accounts to make  payment  thereof  directly to Bank and to take  control of all
proceeds of any such Accounts.  Any such notice by Bank to such Account  Debtors
shall be given by an officer of Bank.  Borrower,  if  requested  by Bank,  shall
stamp or cause to be stamped on each Account item in legible letters "Pledged to
SouthTrust  Bank," and shall turn over  physical  possession  of the Accounts to
Bank.  Borrower  authorizes  Bank to sign and endorse  Borrower's  name upon any
check,  draft,  money order, or other form of payment of any Account item and to
sign and endorse satisfactions and releases of

                                       46
<PAGE>

Account  items in  Borrower's  name.  Until such time as Bank elects to exercise
such  right  by  mailing  to  Borrower  written  notice  thereof,   Borrower  is
authorized, as agent of Bank, to collect and enforce said Accounts in Borrower's
name. The costs of such collection and  enforcement,  including  attorneys' fees
and  out-of-pocket  expenses and all other  expenses and  liabilities  resulting
therefrom,  shall be borne  solely by Borrower  whether the same are incurred by
Bank or  Borrower.  At the request of Bank,  Borrower  shall upon receipt of all
checks,  drafts,  cash,  and other  remittances  in payment or on account of the
Accounts  deposit the same in the  Special  Collection  Accounts  referred to in
Section 4.2 ("Special Collection Accounts"). The funds in the Special Collection
Accounts shall be held by Bank as security for all  obligations  secured hereby.
Said proceeds shall be deposited in precisely the form received,  except for the
endorsement of Borrower  where  necessary to permit  collection of items,  which
endorsement Borrower agrees to make, and which Bank is also hereby authorized to
make on Borrower's  behalf.  Pending such deposit,  Borrower agrees that it will
not commingle any such checks,  drafts,  cash, and other remittances with any of
Borrower's  funds or property,  but will hold them separate and apart  therefrom
and upon an express  trust for Bank until  deposit  thereof  made in the Special
Collection  Accounts.  Bank  may,  in  accordance  with the  provisions  of this
Agreement,  apply the whole or any part of the collected funds on deposit in the
Special  Collection  Accounts against the principal and/or interest of the Loans
or other Obligations secured hereby, the order and method of such application to
be at the  discretion  of Bank.  Any  portion  of said  funds on  deposit in the
Special  Collection  Accounts  which Bank  elects not to so apply may, at Bank's
election,  be paid over by Bank to Borrower;  provided,  however, that if at any
time Bank grants to Borrower  the right to retain the  proceeds of the  Accounts
for Borrower's use, or if at any time Bank elects to pay funds on deposit in the
Special Collection  Accounts to Borrower,  such right to retain and use proceeds
or payment from the Special Collection Accounts shall be deemed to be continuing
new value for the security interest  attaching  hereunder on all  after-acquired
property.

                  8.4  VERIFICATION  OF  ACCOUNTS.  Whether  or not an  Event of
Default has occurred,  any of Bank's officers,  employees,  or agents shall have
the right, at any time or times hereafter,  in the name of Bank, or any designee
of Bank or  Borrower,  to verify  the  validity,  amount,  or any  other  matter
relating to any Accounts by mail, telephone,  telegraph, or otherwise.  Borrower
shall cooperate fully with Bank in an effort to facilitate and promptly conclude
any such verification process.

                  8.5 POST OFFICE BOX. If an Event of Default has occurred or is
continuing,  Borrower  agrees to acquire at its expense a post office box in the
place  designated  by Bank,  to which Bank and its  designees  alone  shall have
access.  (Borrower  acknowledges  that  Ad Art  will  be  subject  to a  lockbox
arrangement,  even in the absence of an Event of  Default.)  Borrower  agrees to
give notice to all of its Account  Debtors to mail  payments  due to Borrower to
such post

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<PAGE>

office box.  Borrower  agrees that Bank,  or its  designees,  may open such post
office box, may receive,  open, and dispose of all mail addressed to Borrower at
such post office box, and may deposit any  payments  contained in such mail in a
Special  Collection  Account  referred  to in Section 4.2  ("Special  Collection
Accounts"). Borrower agrees to give all required instructions to the U.S. Postal
Service  authorities  to enable Bank or its  designees to attain  access to such
post office box of Borrower,  agrees that it will not attempt to remove any mail
from such post office box, and agrees to execute such  additional  agreements as
Bank may reasonably require in connection with such post office box.

                  8.6 GOVERNMENTAL  ACCOUNTS.  If any of Borrower's  Accounts in
excess  of  $10,000  arise  out of  contracts  with  the  United  States  or any
department, agency, or instrumentality thereof, Borrower will immediately notify
Bank thereof in writing and execute any  instruments and take any steps required
by Bank in order that all monies due and to become due under such Account  shall
be assigned to Bank and notice thereof given to the Government under the Federal
Assignment of Claims Act.

                  8.7 ACCOUNTS  EVIDENCED BY  INSTRUMENTS.  If any of Borrower's
Accounts are or should become evidenced by promissory notes,  trade acceptances,
chattel  paper,  chattel  mortgages,   conditional  sales  contracts,  or  other
instruments,  Borrower  will  immediately  deliver  same to  Bank,  endorsed  or
assigned  with  recourse  to Bank's  order and,  regardless  of the form of such
endorsement or assignment, Borrower hereby waives presentment. demand, notice of
dishonor,  protest and notice of protest,  and all other  notices  with  respect
thereto.

                  8.8 LEASE OF RECORDS. Borrower hereby leases to Bank, and Bank
hires from Borrower, for a term which shall be effective so long as the Loans or
other  Obligations  secured  hereby are owing to Bank by Borrower and until Bank
has no further  obligation  under the Agreement,  all of Borrower's  present and
future books of Accounts, computer printouts,  magnetic, digital and laser tapes
and disks,  computer and electronic  storage media,  computer software programs,
trial balance records, ledgers and cabinets in which they are located, reflected
or maintained, in any way relating to the Collateral, and all present and future
supporting  evidence  and  documents  relating  thereto  in the form of  written
applications,   credit  information,   account  cards,  payment  records,  trial
balances, correspondence,  delivery receipts, certificates and the like, as well
as the past and current information stored in computer software programs for and
on Borrower's behalf by third parties. Borrower, if requested by Bank, agrees to
legend all of the  foregoing to indicate the lease  thereof to Bank. If an Event
of Default occurs,  then, in addition to all of the other rights and remedies of
Bank herein,  Bank will have the right  forthwith or at any time  thereafter  to
remove from  Borrower's  premises all of the  foregoing  and keep and retain the
same in Bank's possession until the Loans and other  Obligations  secured hereby
shall  have been fully paid and  discharged  and Bank has no further  obligation
under the  Agreement.  The  provisions  of this  section  shall not be deemed to
diminish or  contravene  the  security  interest of Bank in  Borrower's  General
Intangibles  or in the  property,  materials,  and  interests  described in this
section,  but shall be deemed to be in addition to any rights Bank may have with
respect to Borrower's grant of a security interest in its General Intangibles to
Bank.

                  8.9  LICENSE  OF RIGHTS.  Bank is hereby  granted a license or
other right to use,  without charge,  Borrower's  labels,  patents,  copyrights,
rights  of use  of  any  name,  trade  secrets,  trade  names,  trademarks,  and
advertising  matter or any  property  of a similar  nature as it pertains

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<PAGE>

to the Collateral,  in advertising  for sale and in selling any Collateral.  and
Borrower's rights under all licenses and all franchise agreements shall inure to
Bank's benefit.

                  8.10 ATTORNEY-IN-FACT. Borrower hereby irrevocably designates,
makes,  constitutes,  and appoints Bank (and all Persons  designated by Bank) as
Borrower's  true and lawful  attorney  (and  agent-in-fact)  and Bank, or Bank's
agent,  may, without notice to Borrower and in either Borrower's or Bank's name,
but at the cost and expense of Borrower:

                        8.10.1 At such time or times  hereafter  as Bank or said
agent, in its sole discretion,  - may determine,  endorse Borrower's name on any
checks,  notes,  acceptances,  drafts,  money orders,  or any other  evidence of
payment or proceeds of the Collateral  which come into the possession of Bank or
under Bank's control; and

                        8.10.2 If an Event of  Default  exists,  Bank  may:  (i)
demand payment of the Accounts from the Account Debtors,  enforce payment of the
Accounts by legal  proceedings  or  otherwise,  and  generally  exercise  all of
Borrower's  rights and remedies with respect to the  collection of the Accounts;
(ii) settle, adjust,  compromise,  discharge,  or release any of the Accounts or
other Collateral;  (iii) sell or collect any of the Accounts or other Collateral
upon such  terms,  and for such  amounts and at such time or times as Bank deems
advisable;  (iv) take  possession,  in any  manner,  of any item of  payment  or
proceeds  relating to any Collateral and apply the same to the Obligations;  (v)
prepare,  file,  and sign  Borrower's  name to a proof of claim in bankruptcy or
similar  document  against  any  Account  Debtor  or  to  any  notice  of  lien,
assignment,  or satisfaction of lien or similar  document in connection with any
of the  Collateral;  (vi) receive,  open,  and dispose of all mail  addressed to
Borrower  and to notify  postal  authorities  to change the address for delivery
thereof  to such  address  as Bank  may  designate;  (vii)  endorse  the name of
Borrower upon any of the items of payment or proceeds relating to any Collateral
and  deposit the same to the account of Bank or any other bank on account of the
Obligations;  (viii)  endorse  the  name of  Borrower  upon any  Chattel  Paper,
document, instrument, invoice, freight bill, bill of lading, or similar document
or agreement relating to the Accounts, Inventory, and any other Collateral; (ix)
use Borrower's  stationery and sign the name of Borrower to verifications of the
Accounts  and  notices  thereof  to  Account  Debtors;  (x) use the  information
verifications  if recorded on or contained in any data processing  equipment and
computer  hardware and software  relating to the  Accounts,  Inventory,  and any
other  Collateral and to which Borrower has access;  (xi) make and adjust claims
under  policies  of  insurance;  (xii) for and in the name of  Borrower  to give
instructions  and direct any bank or financial  institution in which proceeds of
the  Collateral  are deposited to turn over said proceeds to Bank; and (xiii) do
all other  acts and  things  necessary,  in  Bank's  determination,  to  fulfill
Borrower's obligations under this Agreement.

            9.    ADDITIONAL REPRESENTATIONS, COVENANTS, AND AGREEMENTS RELATING
TO COLLATERAL.

                  9.1  RELIANCE  ON  STATEMENTS  PERTAINING  TO  ACCOUNTS.  With
respect to all Accounts,  Borrower represents and warrants to Bank that Bank may
rely, in determining which

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<PAGE>

Accounts are Eligible Accounts,  on all statements and  representations  made by
Borrower with respect to any Account or Accounts, and unless otherwise indicated
in writing to Bank, that with respect to each Account:

                        9.1.1 It is genuine and in all respects what it purports
to be, and it is not evidenced by a judgment;

                        9.1.2 It arises out of a  completed,  bona fide sale and
delivery of goods or rendition of services by Borrower in the ordinary course of
its business and in  accordance  with the terms and  conditions  of all purchase
orders, contracts, or other documents relating thereto and forming a part of the
contract between Borrower and the Account Debtor;

                        9.1.3 It is for a liquidated  amount  maturing as stated
in the duplicate invoice covering such sale or rendition of services,  a copy of
which has been furnished or is available to Bank;

                        9.1.4 Such  Account,   and  Bank's   security   interest
therein,  is not,  and will not be in the future,  subject to any offset,  Lien,
deduction,  defense,  dispute,  counterclaim,  or any other  adverse  condition,
except for disputes  resulting in returned goods where the amount in controversy
is deemed by Bank to be immaterial, and each such Account is absolutely owing to
Borrower and the  obligation to pay is not  contingent in any respect or for any
reason;

                        9.1.5 Borrower  has made no  agreement  with any Account
Debtor  thereunder for any deduction  therefrom,  except discounts or allowances
which are granted by Borrower in the ordinary  course of its business for prompt
payment and which are  reflected  in the  calculation  of the net amount of each
respective invoice related thereto;

                        9.1.6 There are no facts,  events,  or occurrences which
in any way impair the validity or  enforceability  thereof or tend to reduce the
amount  payable  thereunder  from the face amount of the invoice and  statements
delivered to Bank with respect thereto;

                        9.1.7 To the best of Borrower's  knowledge,  the Account
Debtor  thereunder  (i) has the capacity to contract at the time any contract or
other  document  giving  right to the Account was executed and (ii) such Account
Debtor is Solvent;

                        9.1.8 Borrower   has  no   knowledge   of  any  fact  or
circumstance  which would impair the validity or  collectability of the Account,
and to the best of  Borrower's  knowledge  there are no  proceedings  or actions
which are  threatened or pending  against any Account  Debtor  thereunder  which
might result in any Material Adverse Change in such Account  Debtor's  financial
condition or the collectability of such Account.

                  9.2 AFFIRMATION OF REPRESENTATIONS. Each request for a loan or
advance  made by Borrower  pursuant to this  Agreement  or any of the other Loan
Documents  shall  constitute  (i)

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<PAGE>

an automatic representation and warranty by Borrower to Bank that there does not
then exist any  default or Event of Default and (ii) a  reaffirmation  as of the
date of said request that all of the  representations and warranties of Borrower
contained  in this  Agreement  and the  other  Loan  Documents  are  true in all
material respects,  except for any changes in the nature of Borrower's  business
or  operations  that  would  render the  information  contained  in any  exhibit
attached hereto either  inaccurate or incomplete,  so long as Bank has consented
to such changes or such changes are expressly permitted by this Agreement.

                  9.3 WAIVERS.  Borrower  hereby releases and waives any and all
actions, causes of action, demands and suits which it may ever have against Bank
as a result of any possession,  collection,  settlement,  compromise, or sale by
Bank  of any of  the  Accounts  upon  the  occurrence  of an  Event  of  Default
hereunder,   notwithstanding   the  effect  of  such   possession,   collection,
settlement, compromise, or sale upon the business of Borrower. Said waiver shall
include all causes of action and claims  which may result  from the  exercise of
the power of attorney  conferred upon Bank in Section 8.10  ("Attorney-in-Fact")
hereof.

                  9.4  DISCHARGE  OF TAXES AND LIENS.  At its  option,  Bank may
discharge taxes, Liens,  security  interests,  or other encumbrances at any time
levied  or  placed  on the  Collateral  and  may pay  for  the  maintenance  and
preservation  of the  Collateral.  Borrower agrees to reimburse Bank, on demand,
for any  payment  made or expense  incurred by Bank  pursuant  to the  foregoing
authorization, including, without limitation, attorneys' fees.

                  9.5 INSURANCE.  Without  limiting any other provision  hereof,
Borrower  shall  keep  the  Collateral  insured  in  amounts  equal  to its full
insurable value,  with companies,  and against such risks as may be satisfactory
to Bank.  Borrower will pay the costs of all such insurance and deliver policies
evidencing  such insurance to Bank with mortgagee loss payable  clauses in favor
of Bank. Borrower hereby assigns to Bank all right to receive proceeds,  directs
any insurer to pay all proceeds directly to Bank, and authorizes Bank to endorse
any check or draft for such proceeds and apply the same toward  satisfaction  of
the Loans and other Obligations secured hereby.

                  9.6 COMPLETE RECORDS. Borrower will at all times keep accurate
and complete  records of the  Collateral,  and Bank or its agents shall have the
right to call at  Borrower's  place or places of  business  at  intervals  to be
determined  by Bank,  upon  reasonable  notice  and  during  Borrower's  regular
business  hours,  and  without  hindrance  or delay,  to inspect and examine the
Inventory  and to inspect,  audit,  check,  and make  abstracts  from the books,
records, journals,  orders, receipts,  computer printouts,  correspondence,  and
other data relating to the Collateral or to any other  transactions  between the
parties  hereto.  If  requested  by Bank.  Borrower  agrees  to make its  books,
records, journals,  orders, receipts,  computer printouts,  correspondence,  and
other data relating to the  Collateral  available  for  inspection,  audit,  and
checking by Bank or its agents.

                  9.7 UNIFORM  COMMERCIAL  CODE  FINANCING  STATEMENT.  Borrower
agrees that a carbon,  photographic,  or other reproduction of this Agreement or
of a  signed  financing

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<PAGE>

statement  with respect to the  Collateral  shall be  sufficient  as a financing
statement and may be filed as such by Bank.

         10.  EVENTS  OF  DEFAULT.  The  occurrence  of any  one or  more of the
following  events shall constitute an Event of Default (unless and except to the
extent that the same is cured to the  satisfaction of Bank within the applicable
cure  period,  if  any,  or,  at the  sole  discretion  of  Bank,  at  any  time
thereafter):

                  10.1  PAYMENT  DEFAULT.  If  Borrower  shall  fail to make any
payment of any  installment of principal or interest on any Note within ten (10)
days after the same  becomes due and  payable,  whether at stated  maturity,  by
declaration, upon acceleration, or otherwise; or

                  10.2  FEES AND  EXPENSES.  If Borrower  shall fail to pay when
due any expense,  fee or charge  provided for in this Agreement  within ten (10)
days after the same becomes due and payable; or

                  10.3 CERTAIN AGREEMENT. If Borrower defaults in the observance
or  performance  of any  agreement  contained  in  Article  7 of this  Agreement
("Negative Covenants") or in the observance or performance of the agreements set
forth in Section 4.2 ("Special  Collection  Accounts"),  6.1 ("Insurance"),  6.2
("Corporate  Existence;  Qualification")  (with respect to existence only), 6.10
("Visits and  Inspections"),  6.15  ("Additional  Documents"),  6.16 ("Notice to
Bank") (with respect to parts (a) and (b) only), 6.17 ("Subordination of Debt"),
6.18 ("Collection of Accounts"), or 6.25 ("Cash Flow Forecasts") hereof; or

                  10.4 OTHER  DEFAULTS.  If Borrower or any other party  (except
Bank)  shall  fail to  perform,  keep or  observe  any  covenant,  agreement  or
provision  of the  Note(s) or of this  Agreement  (other than those set forth in
Sections 10.1 through 10.3 and Sections 10.5 through 10.18) or of any other Loan
Documents  and such failure shall  continue  uncured for a period of thirty (30)
days after the Bank gives Borrower written notice of such failure; or

                  10.5 REPRESENTATIONS  FALSE. If any warranty,  representation,
or other  statement  made or furnished to Bank by or on behalf of Borrower or in
any of the Loan  Documents  proves to be false or misleading in any respect when
made or  furnished  if not cured  within  thirty  (30) days after the Bank gives
Borrower written notice of such failure from the time Borrower has notice of the
breach (but the  foregoing  cure will not apply  unless  Borrower is  reasonably
capable of curing the breach within the 30-day cure period); or

                  10.6  FINANCIAL   DIFFICULTIES.    If   Borrower,    excluding
AmeriVision, shall be involved in financial difficulties as evidenced:

                        (a)   by its  admission  in writing of its  inability to
pay its debts generally as they become due or of its ceasing to be Solvent;

                                       52
<PAGE>

                        (b)   by its  commencing  a  voluntary  case  under  the
United States  Bankruptcy Code or any similar law regarding  debtor's rights and
remedies or an admission seeking the relief therein provided;

                        (c)   by its making a general assignment for the benefit
of its creditors; or

                        (d)   by  its  voluntarily  liquidating  or  terminating
operations or applying for or consenting to the appointment of, or the taking of
possession by, a receiver, custodian, trustee or liquidator of such Person or of
all or of a substantial part of its assets; or

                  10.7  INVOLUNTARY  PROCEEDINGS.  If without  its  application,
approval, or consent, a proceeding shall be commenced, in any court of competent
jurisdiction,  seeking in respect of Borrower (but  excluding  AmeriVision)  any
remedy  under the federal  Bankruptcy  Code,  the  liquidation,  reorganization,
dissolution, winding-up, or composition or readjustment of debt, the appointment
of a trustee, receiver,  liquidator or the like of such Person, or of all or any
substantial  part of the assets of such  Person,  or other like relief under any
law  relating  to  bankruptcy,   insolvency,   reorganization,   winding-up,  or
composition  or adjustment of debts,  which results in the entry of an order for
relief or such adjudication or appointment  remains  undismissed or undischarged
for a period of sixty (60) days; or

                  10.8 ERISA.  If a Reportable  Event shall occur which Bank, in
its sole discretion,  shall determine in good faith constitutes  grounds for the
termination by the Pension Benefit  Guaranty  Corporation of any Plan or for the
appointment by the appropriate United States district court of a trustee for any
Plan,  or if any Plan shall be terminated or any such trustee shall be requested
or appointed,  or if Borrower is in "default" (as defined in Section  4219(c)(5)
of ERISA) with  respect to  payments  to a  Multiemployer  Plan  resulting  from
Borrower's complete or partial withdrawal from such Plan; or

                  10.9  DEFAULT ON  REIMBURSEMENT  OBLIGATION.  If the  Borrower
fails to  reimburse  the Bank,  in  accordance  with the terms of  Section  2A.3
hereof, for the amount of any draw or drawing on the Letter of Credit; or

                  10.10 PUT OPTION  EVENT.  An event occurs that would entitle a
Subordinated Lender to exercise a put option under any of the Subordinated Debt;
or

                  10.11 JUDGMENTS.  If a final judgment for the payment of money
in  excess  of  $100,000  shall be  rendered  against  Borrower,  excluding  any
judgments against Parent or AmeriVision for primary  obligations of AmeriVision,
and the same shall remain  undischarged  for a period of thirty (30) days during
which execution shall not be effectively  stayed,  unless such judgment is fully
covered by collectible insurance; or

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<PAGE>

                  10.12 ACTIONS.  If Borrower  shall be  criminally  indicted or
convicted under any law; or

                  10.13 COLLATERAL.  If a  creditor  of  Borrower  shall  obtain
possession of any of the Collateral by any legal means; or

                  10.14 CHANGE IN CONTROL.  If there  occurs a Change in Control
of Parent (as that term is defined in Section 7.8); or

                  10.15 SUBORDINATION  AGREEMENTS.  If a breach or default shall
occur with respect to any  subordination  agreement  executed by any creditor of
Borrower  (including any  Affiliate),  or if any said agreement  shall otherwise
terminate or cease to have legal effect; or

                  10.16 PRIORITY OF SECURITY INTEREST.  If any security interest
or Lien of Bank  hereunder  or under  any  other  Security  Agreement  shall not
constitute a perfected  security  interest of first  priority in the  Collateral
thereby encumbered, subject only to Permitted Liens; or

                  10.17 LOSS OF  COLLATERAL.  If there shall occur any  material
loss, theft,  damage or destruction of any of the Collateral,  which loss is not
fully insured; or

                  10.18 MATERIAL ADVERSE CHANGE.  If Borrower suffers any change
that  has a  Material  Adverse  Effect  on  its  business,  assets,  properties,
prospects,  results of operation, or condition (financial or other), measured on
a consolidated basis.

         On the  occurrence  of any Event of Default,  Bank or the holder of the
Notes may at its option  proceed to protect  and  enforce  its rights by suit in
equity,  action at law and/or the  appropriate  proceeding  either for  specific
performance  of any covenant or condition  contained in the Notes or in any Loan
Document,  and/or declare the unpaid balance of the Loans and Note together with
all accrued interest to be forthwith due and payable, and thereupon such balance
shall become so due and payable without presentation,  protest or further demand
or notice of any kind, all of which are hereby expressly waived.

         Borrower  agrees that default under any Loan Document shall  constitute
default with respect to all Loan Documents.

         Without  limiting the  foregoing,  upon the  occurrence of any Event of
Default, and at any time thereafter,  Bank shall have the rights and remedies of
a secured  party  under the Code (and the Uniform  Commercial  Code of any other
applicable  jurisdiction) in addition to the rights and remedies provided herein
or in any other  instrument  or paper  executed  by  Borrower.  Bank may require
Borrower to assemble  the  Inventory  and make the same  available  to Bank at a
place to be designated  by Bank which is reasonably  convenient to both parties.
Unless the  Collateral is perishable or threatens to decline  speedily in value,
or is a style customarily sold on a recognized  market,  Bank will give Borrower
reasonable  notice of the time after  which any private  sale or other  intended
disposition thereof is to be made. The requirement of reasonable notice shall be
met if such notice is mailed postage  prepaid to Borrower at least five (5) days
before the time of such sale or  disposition.  Borrower shall pay Bank on demand
any and all expenses,  including legal expenses and reasonable  attorneys' fees,
incurred  or paid by Bank in  protecting  or  enforcing  the Loans and all other
Obligations  secured  hereby and other rights of Bank  hereunder,  including its
right to take possession of the Collateral.

                                       54
<PAGE>

         Bank shall not be liable for  failure to  collect  the  Accounts  or to
enforce any  contract  rights or for any action or omission on the part of Bank,
its officers, agents and employees,  except willful misconduct. No remedy herein
conferred  upon,  or reserved  to, Bank is intended to be exclusive of any other
remedy or remedies,  including  those of any note or other evidence of Debt held
by Bank,  and each and every remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or now or hereafter  existing in law or in
equity.  Exercise or omission to exercise any right of Bank shall not affect any
subsequent right of Bank to exercise the same.

         Borrower waives notice prior to Bank's taking  possession or control of
any of the  Collateral  or any bond or  security  that might be  required by any
court prior to allowing Bank to exercise any of Bank's  remedies,  including the
issuance of an immediate writ of possession.

         In addition to any other  remedy  available  to it, Bank shall have the
right to the extent provided by law, upon the occurrence of an Event of Default,
to seek and  obtain the  appointment  of a receiver  to take  possession  of and
operate  and/or dispose of the business and assets of Borrower and any costs and
expenses  incurred  by Bank in  connection  with such  receivership  shall  bear
interest at the Default Rate.

         11.      MISCELLANEOUS.

                  11.1 COSTS AND EXPENSES.  Borrower  shall bear all expenses of
Bank (including  reasonable fees and expenses of its counsel) in connection with
the preparation of this Agreement and the Loan  Documents,  and the issuance and
delivery  of the  Notes to Bank and also in  connection  with any  amendment  or
modification  thereto.  Borrower  agrees to  indemnify  and save  Bank  harmless
against  all  broker's  and  finder's  fees,  if any.  If,  at any time or times
hereafter,  whether before or after the occurrence of an Event of Default,  Bank
employs counsel to advise or provide other  representation  with respect to this
Agreement or the other Loan Documents, or to collect the balance of the Loans or
other  obligations,  or to take any  action  in or with  respect  to any suit or
proceeding  relating  to this  Agreement  or any of the  Loan  Documents,  or to
protect,  collect,  or  liquidate  the  Collateral  or to attempt to enforce any
security interest or Lien granted to Bank by Borrower;  then in any such events,
all of the  reasonable  attorneys'  fees  arising  from  such  services  and any
expenses,  costs  and  charges  relating  thereto  shall  constitute  additional
obligations  of  Borrower  payable  on  demand  of Bank.  Without  limiting  the
foregoing,  Borrower  shall pay or reimburse  Bank for all  recording and filing
fees,  intangibles taxes,  documentary and revenue stamps,  other taxes or other
expenses and charges payable in connection with this

                                       55
<PAGE>

Agreement,  the Notes or any Loan Document,  or the filing of any Loan Document,
financing  statements or other  instruments  required by Bank in connection with
the Loans.

                  11.2 WAIVERS OF  PROVISIONS.  All amendments of this Agreement
and all waivers and suspensions by Bank of any provision of this Agreement or of
the Loan  Documents  and all waivers and  suspensions  by Bank of any default or
Event of Default  hereunder shall be effective only if (i) in writing and signed
by a duly authorized  representative  of Bank and (ii)  accompanied by such fees
and charges as may be imposed by Bank in connection with the amendment. The fees
may include  out-of-pocket  expenses  incurred by Bank in  administration of the
Loan or in evaluation of the proposed waiver,  amendment or suspension,  as well
as additional facility fees and administrative fees that may be required by Bank
in  connection  with  Borrower's  request.   The  fees  may  include  additional
compensation to Bank for the extension of the credit  facilities  represented by
the Loan. Any such amendment,  waiver,  or suspension may be granted only in the
sole discretion of Bank.

                  11.3  ACTIONS  NOT  CONSTITUTING  A  WAIVER.  Neither  (i) the
failure at any time or times hereafter to require strict performance by Borrower
of any of its  provisions,  warranties,  terms and conditions  contained in this
Agreement  or any other  agreement,  document  or  instrument  now or  hereafter
executed by Borrower,  and  delivered  to Bank,  nor (ii) the failure of Bank to
take action or to exercise its remedies  with respect to any default or Event of
Default  hereunder,  nor (iii) any delay or  omission  of Bank to  exercise  any
right,  remedy,  power, or privilege hereunder after the occurrence of a default
or Event of Default,  shall act to waive,  affect, or diminish any right of Bank
to demand  strict  compliance  with the terms of this  Agreement  or to exercise
remedies with respect to any default or Event of Default.

                  11.4 HEADINGS;  EXHIBITS. Except for the definitions set forth
in  Article  1,  the  headings  of  the  articles,   sections,   paragraphs  and
subdivisions of this Agreement are for convenience of reference only, are not to
be considered a part hereof,  and shall not limit or otherwise affect any of the
terms hereof.  Unless  otherwise  expressly  indicated,  all  references in this
Agreement  to a section  or an  exhibit  are to a section  or an exhibit of this
Agreement, all exhibits referred to in this Agreement are an integral part of it
and are incorporated by reference in it.

                  11.5 RIGHT OF  SETOFF.  Upon and after the  occurrence  of any
Event of Default,  Bank may, and is hereby  authorized by Borrower,  at any time
and from time to time, to the fullest extent  permitted by applicable  laws, and
without  advance notice to Borrower (any such notice being  expressly  waived by
Borrower),  setoff and apply any and all deposits  (general or special,  time or
demand, provisional or final) at any time held and any other indebtedness at any
time owing by Bank to, or for the credit or the account of, Borrower against any
or all of the Obligations of Borrower now or hereafter  existing  whether or not
such Obligations have matured and irrespective of whether Bank has exercised any
other  rights  that  it  has or may  have  with  respect  to  such  Obligations,
including,  without limitation,  any acceleration rights. The aforesaid right of
setoff may be  exercised  by Bank  against  Borrower  or against  any trustee in
bankruptcy,

                                       56
<PAGE>

debtor in possession,  assignee for the benefit of the creditors,  receiver,  or
execution,  judgment or  attachment  creditor of  Borrower,  or such  trustee in
bankruptcy,  debtor  in  possession,  assignee  for the  benefit  of  creditors,
receiver,  or execution,  judgment or attachment  creditor,  notwithstanding the
fact that such right of setoff  shall not have been  exercised  by Bank prior to
the making,  filing or  issuance,  or service upon Bank of, or of notice of, any
such  petition,  assignment  for  the  benefit  of  creditors,   appointment  or
application  for  the  appointment  of a  receiver  or  issuance  of  execution,
subpoena, order or warrant. Bank agrees to notify Borrower after any such setoff
and application,  provided that the failure to give such notice shall not affect
the  validity  of such  setoff  and  application.  The rights of Bank under this
Section are in addition to the other  rights and  remedies  (including,  without
limitation, other rights of setoff) which Bank may have.

                  11.6  SURVIVAL  OF  COVENANTS.   All  covenants,   agreements,
representations  and  warranties  made  herein  and in  certificates  or reports
delivered pursuant hereto shall be deemed to have been material and relied on by
Bank,  notwithstanding any investigation made by or on behalf of Bank, and shall
survive the  execution  and delivery to Bank of any Note or Loan  Document.  All
provisions in this Agreement for indemnification of Bank or payment of its costs
and expenses survive any termination of this Agreement.

                  11.7  ADDRESSES.  Any notice or demand which by any  provision
of this  Agreement  is  required or provided to be given shall be deemed to have
been sufficiently  given or served for all purposes by being delivered in person
or by  facsimile  to the party to whom the  notice or demand is  directed  or by
being sent as first class mail, postage prepaid, to the following address: If to
Borrower,  Display Technologies,  Inc., 5029 Edgewater Drive,  Orlando,  Florida
32810, Attention:  President and WITH COPIES TO: Raymond James Capital Partners,
L.P. c/o Raymond James Capital,  Inc.,  880 Carillon  Parkway,  St.  Petersburg,
Florida  33716,  Attention:  Gary A. Downing and  Kilpatrick  Stockton LLP, 1100
Peachtree  Street,  Suite 2800,  Atlanta,  Georgia  30309,  Attention:  Larry D.
Ledbetter;  or if any other  address shall at any time be designated by Borrower
in writing to the holders of record of the Note at the time of such  designation
to such  other  address;  and if to Bank,  P. O. Box 2554,  Birmingham,  Alabama
35290.  Attention:  Special Assets Department (telecopy no.  205-254-4852),  and
WITH A COPY TO: Jay  Bender,  Bradley  Arant  Rose & White LLP 2001 Park  Place,
Suite 1400, Birmingham, Alabama 35203, or any other address shall at any time be
designated in writing to Borrower, to such other address.

                  11.8 VENUE AND  JURISDICTION.  Borrower  agrees that any legal
action  brought by Bank to collect the Loans or any  Obligation or to assert any
claim against  Borrower  under any Loan  Document,  or any part thereof,  may be
brought in any court in the State of Alabama having subject matter  jurisdiction
and that any such court will have non-exclusive  jurisdiction,  waives its right
to object to any such action on grounds it is brought in the improper venue. and
irrevocably  consents  that any legal  action or  proceeding  against  it under,
arising out of, or in any manner relating to the Loans, the Obligations,  or any
Loan Document may be brought in the Circuit Court of Jefferson County,  Alabama,

                                       57
<PAGE>

or in any other  Circuit  Court of the State of Alabama or in the U.S.  District
Court for the Northern District of Alabama.  Any judicial proceeding by Borrower
against  Bank  under  any  Loan  Document  shall be  brought  only in one of the
foregoing  courts in Alabama.  Borrower,  by the  execution  of this  Agreement,
expressly  and  irrevocably  assents and submits to the  non-exclusive  personal
jurisdiction  of any such  court  in any such  action  or  proceeding.  Borrower
consents to the service of process  relating to any such action or proceeding by
mail to the address set forth in this Agreement.

                  11.9  BENEFITS.  All of  the  terms  and  provisions  of  this
Agreement  shall bind and inure to the benefit of the  parties  hereto and their
respective successors and assigns.  Borrower may not assign any of its rights or
obligations hereunder without the prior written consent of Bank.

                  11.10 CONTROLLING LAW. This Agreement shall be governed by and
construed  in  accordance  with the  laws of the  State  of  Alabama;  provided,
however,  that if any of the  Collateral  shall be located  in any  jurisdiction
other than  Alabama,  the laws of such  jurisdiction  shall  govern the  method,
manner and procedure for foreclosure of Bank's lien upon such Collateral and the
enforcement of Bank's other remedies in respect of such Collateral to the extent
that the laws of such  jurisdiction are different from or inconsistent  with the
laws of Alabama.

                  11.11 PARTICIPATION.  Borrower  acknowledges that Bank may, at
its option,  sell participation  interests in the Loans to participating  banks.
The  amounts  of any such  participations  shall be  determined  solely by Bank.
Borrower agrees with each present and future participant in the Loans, the names
and  addresses  of which  will be  furnished  to  Borrower,  that if an Event of
Default should occur, each present and future  participant shall have all of the
rights and remedies of Bank with respect to any deposit due from any participant
to Borrower.  The execution by a participant of a  participation  agreement with
Bank, and the execution by Borrower of this  Agreement,  regardless of the order
of execution,  shall evidence an agreement between Borrower and said participant
in accordance with the terms of this Section.

                  11.12  MISCELLANEOUS.  Time is of the essence  with respect to
this Agreement.  This Agreement and the  instruments and agreements  referred to
herein or called for  hereby  supersede  and  incorporate  all  representations,
promises,  and statements,  oral or written, made by Bank in connection with the
Loans. This Agreement may not be varied, altered, or amended except by a written
instrument executed by an authorized officer of Bank. In the event of a conflict
between this Agreement and any other Loan Document,  the terms of this Agreement
will control. This Agreement may be executed in any number of counterparts, each
of  which,  when  executed  and  delivered,  shall  be  an  original,  but  such
counterparts  shall  together  constitute  one  and  the  same  instrument.  Any
provision in this Agreement which may be  unenforceable or invalid under any law
shall be  ineffective  to the  extent  of such  unenforceability  or  invalidity
without affecting the enforceability or validity of any other provisions hereof.

                  11.13 JOINT AND SEVERAL  LIABILITY.  All  obligations  of each
Person  named as  Borrower  shall be joint and several  obligations  of all such
Persons.

                                       58
<PAGE>

                  11.14 LIMITATION OF GRANT. Nothing in this Agreement,  whether
express or implied,  is intended or should be construed  to confer  upon,  or to
grant to, any person.  except Bank and  Borrower,  any right,  remedy,  or claim
under or because of either this  Agreement  or any  provision of it. The rights,
duties,  and  obligations of Borrower under this Agreement are not assignable or
delegable.

                  11.15  WAIVER  OF RIGHT TO  TRIAL BY JURY.  BORROWER  AND BANK
HEREBY  WAIVE ANY  RIGHT TO TRIAL BY JURY ON ANY  CLAIM,  COUNTERCLAIM,  SETOFF,
DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING OUT OF OR IN ANY WAY PERTAINING OR
RELATING  TO THIS  AGREEMENT,  THE  NOTES,  THE  LOAN  DOCUMENTS,  OR ANY  OTHER
INSTRUMENT,  DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS
AGREEMENT  OR (B) IN ANY WAY  CONNECTED  WITH OR  PERTAINING  OR  RELATED  TO OR
INCIDENTAL TO ANY DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT,
THE NOTES, THE LOAN DOCUMENTS,  OR ANY OTHER  INSTRUMENT,  DOCUMENT OR AGREEMENT
EXECUTED  OR  DELIVERED  IN  CONNECTION  HEREWITH  OR  IN  CONNECTION  WITH  THE
TRANSACTIONS  RELATED THERETO OR CONTEMPLATED  THEREBY OR THE EXERCISE OF EITHER
PARTY'S RIGHTS AND REMEDIES  THEREUNDER,  IN ALL OF THE FOREGOING  CASES WHETHER
NOW EXISTING OR HEREAFTER  ARISING,  AND WHETHER  SOUNDING IN CONTRACT,  TORT OR
OTHERWISE.  BORROWER  AND BANK AGREE THAT EITHER OR BOTH OF THEM MAY FILE A COPY
OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN  EVIDENCE OF THE KNOWING,  VOLUNTARY
AND BARGAINED  AGREEMENT BETWEEN THE PARTIES IRREVOCABLY TO WAIVE TRIAL BV JURY,
AND THAT ANY DISPUTE OR  CONTROVERSY  WHATSOEVER  BETWEEN THEM SHALL  INSTEAD BE
TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

                   [Remaining page intentionally left blank.]


                                       59
<PAGE>


         IN  WITNESS  WHEREOF,  each  of  Borrower  and  Bank  has  caused  this
instrument to be executed by its duly authorized officer.

                                          BORROWER:

                                          DISPLAY TECHNOLOGIES, INC.,
                                          a Nevada corporation


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


                                          DON BELL INDUSTRIES, INC.,
                                          a Florida corporation


                                          By:   /s/ J. William Brandner
                                             -----------------------------------
                                          Name:  J. William Brandner
                                          Its:   Chairman


                                          J. M. STEWART MANUFACTURING, INC.,
                                          a Florida corporation


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


                                          LA-MAN CORPORATION,
                                          a Nevada corporation


                                          By:  /s/ J. William Brandner
                                             -----------------------------------
                                          Name:  J. William Brandner
                                          Its:   Chairman




                                       60
<PAGE>

                                          J. M. STEWART CORPORATION,
                                          a Florida corporation


                                          By:  /s/ J. William Brandner
                                             -----------------------------------
                                          Name:  J. William Brandner
                                          Its:   Vice President


                                          J. M. STEWART INDUSTRIES, INC.,
                                          a Florida corporation


                                          By:  /s/ J. William Brandner
                                             -----------------------------------
                                          Name:  J. William Brandner
                                          Its:   Vice President


                                          VISION TRUST MARKETING, INC.,
                                          a Florida corporation


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


                                          LOCKWOOD SIGN GROUP, INC.
                                          a Florida corporation


                                          By:  /s/ J. William Brandner
                                             -----------------------------------
                                          Name:  J. William Brandner
                                          Its:   Chairman


                                          AMERIVISION OUTDOOR, INC.,
                                          a Florida corporation


                                          By:  //s/ Todd D. Thrasher
                                             -----------------------------------
                                          Name:  Todd D. Thrasher
                                          Its:   Vice President



                                       61
<PAGE>

                                          BANK:

                                          SOUTHTRUST BANK


                                          By:  /s/ Andrew Raine
                                             -----------------------------------
                                          Name:  Andrew Raine
                                          Its:   Vice President



                                       62
<PAGE>



STATE OF GEORGIA   )
                   :
FULTON COUNTY      )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby certify that , whose name as J. William  Brandner of DISPLAY
TECHNOLOGIES,  INC. is signed to the foregoing  instrument,  and who is known to
me,  acknowledged  before me on this day that, being informed of the contents of
said  instrument,  he, in his  capacity  as such  President,  executed  the same
voluntarily on the day the same bears date.


                  Given  under  my hand  and  official  seal  this  11th  day of
January, 2001.


                                         ___________________________________
                                                  Notary Public

[NOTARIAL SEAL]                          My commission expires:_____________





<PAGE>





STATE OF GEORGIA          )
                          :
FULTON COUNTY             )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby certify that , whose name as J. William Brandner of DON BELL
INDUSTRIES,  INC. is signed to the foregoing instrument, and who is known to me,
acknowledged  before me on this day that, being informed of the contents of said
instrument, he, in his capacity as such Chairman,  executed the same voluntarily
on the day the same bears date.


                  Given  under  my hand  and  official  seal  this  11th  day of
January, 2001.

                                                      [signed]
                                          ___________________________________
                                                  Notary Public

[NOTARIAL SEAL]              My commission expires: [notary stamp appears here]




<PAGE>



STATE OF GEORGIA          )
                          :
FULTON COUNTY             )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby  certify  that , whose name as J.  William  Brandner of J.M.
STEWART  MANUFACTURING,  INC. is signed to the foregoing instrument,  and who is
known to me,  acknowledged  before me on this day that,  being  informed  of the
contents of said instrument, he, in his capacity as such President, executed the
same voluntarily on the day the same bears date.


                  Given  under  my hand  and  official  seal  this  11th  day of
January, 2001.

                                                     [signed]
                                         ___________________________________
                                                  Notary Public

[NOTARIAL SEAL]             My commission expires:  [notary stamp appears here]




<PAGE>





STATE OF GEORGIA          )
                          :
FULTON COUNTY             )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby  certify that , whose name as J. William  Brandner of LA-MAN
CORPORATION  is  signed  to the  foregoing  instrument,  and who is known to me,
acknowledged  before me on this day that, being informed of the contents of said
instrument, he, in his capacity as such Chairman,  executed the same voluntarily
on the day the same bears date.


                  Given  under  my hand  and  official  seal  this  11th  day of
January, 2001.

                                                     [signed]
                                         ___________________________________
                                                  Notary Public

[NOTARIAL SEAL]             My commission expires:  [notary stamp appears here]





<PAGE>





STATE OF GEORGIA        )
                        :
FULTON COUNTY           )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby  certify  that , whose name as J.  William  Brandner of J.M.
STEWART CORPORATION is signed to the foregoing  instrument,  and who is known to
me,  acknowledged  before me on this day that, being informed of the contents of
said instrument,  he, in his capacity as such Vice President,  executed the same
voluntarily on the day the same bears date.


                  Given  under  my hand  and  official  seal  this  11th  day of
January, 2001.

                                                     [signed]
                                         ___________________________________
                                                  Notary Public

[NOTARIAL SEAL]             My commission expires:  [notary stamp appears here]





<PAGE>





STATE OF GEORGIA         )
                         :
FULTON COUNTY            )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby  certify  that , whose name as J.  William  Brandner of J.M.
STEWART INDUSTRIES, INC. is signed to the foregoing instrument, and who is known
to me,  acknowledged  before me on this day that, being informed of the contents
of said  instrument,  he, in his capacity as such Vice  President,  executed the
same voluntarily on the day the same bears date.


                  Given  under  my hand  and  official  seal  this  11th  day of
January, 2001.


                                                      [signed]
                                         ___________________________________
                                                  Notary Public

[NOTARIAL SEAL]             My commission expires:  [notary stamp appears here]




<PAGE>





STATE OF GEORGIA              )
                              :
FULTON COUNTY                 )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby  certify that , whose name as J. William  Brandner of VISION
TRUST MARKETING, INC. is signed to the foregoing instrument, and who is known to
me,  acknowledged  before me on this day that, being informed of the contents of
said instrument,  he, in his capacity as such Vice President,  executed the same
voluntarily on the day the same bears date.


                  Given  under  my hand  and  official  seal  this  11th  day of
January, 2001.


                                                     [signed]
                                         ___________________________________
                                                  Notary Public

[NOTARIAL SEAL]             My commission expires:  [notary stamp appears here]



<PAGE>





STATE OF GEORGIA          )
                          :
FULTON COUNTY             )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby certify that , whose name as J. William Brandner of LOCKWOOD
SIGN GROUP, INC. is signed to the foregoing instrument,  and who is known to me,
acknowledged  before me on this day that, being informed of the contents of said
instrument,  he,  in his  capacity  as such  Vice  Chairman,  executed  the same
voluntarily on the day the same bears date.


                  Given  under  my hand  and  official  seal  this  11th  day of
January, 2001.

                                                     [signed]
                                         ___________________________________
                                                  Notary Public

[NOTARIAL SEAL]             My commission expires:  [notary stamp appears here]




<PAGE>





STATE OF GEORGIA       )
                       :
FULTON COUNTY          )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby certify that Todd D. Thrasher,  whose name as Vice President
of AMERIVISION OUTDOOR, INC. is signed to the foregoing  instrument,  and who is
known to me,  acknowledged  before me on this day that,  being  informed  of the
contents of said  instrument,  he, in his  capacity as such  __________________,
executed the same voluntarily on the day the same bears date.


                  Given  under  my hand  and  official  seal  this  11th  day of
January, 2001.

                                                     [signed]
                                         ___________________________________
                                                  Notary Public

[NOTARIAL SEAL]             My commission expires:  [notary stamp appears here]



<PAGE>





STATE OF GEORGIA          )
                          :
FULTON COUNTY             )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby  certify that Andrew Raine,  whose name as Vice President of
SOUTHTRUST BANK is signed to the foregoing  instrument,  and who is known to me,
acknowledged  before me on this day that, being informed of the contents of said
instrument,  he, in his capacity as such  __________________,  executed the same
voluntarily on the day the same bears date.


                  Given  under  my hand  and  official  seal  this  11th  day of
January, 2001.

                                                     [signed]
                                         ___________________________________
                                                  Notary Public

[NOTARIAL SEAL]             My commission expires:  [notary stamp appears here]