Exhibit 10.151


                                TABLE OF CONTENTS
                                                                            Page


ARTICLE 1.  GUARANTY AND INTEREST DEFERRAL.....................................1
            ------------------------------

        1.1       Guaranty.....................................................1
                  --------
        1.2       Interest Deferral............................................1
                  -----------------

ARTICLE 2.        ISSUANCE OF WARRANTS AND PREFERRED STOCK;
                  -----------------------------------------
                  CONVERSION PRICE ADJUSTMENT..................................2
                  ---------------------------

        2.1       Issuance of Series A-1 Preferred Stock.......................2
                  --------------------------------------
        2.2       Conversion Price Adjustment..................................2
                  ---------------------------
        2.3       Warrants.....................................................2
                  --------
        2.4       Contingent Note..............................................2
                  ---------------

ARTICLE 3.        CLOSING DATE; DELIVERY.......................................2
                  ----------------------

        3.1       Closing......................................................2
                  -------
        3.2       Deliveries...................................................2
                  ----------

ARTICLE 4.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY................3
                  ---------------------------------------------

        4.1       Organization and Qualification...............................3
                  ------------------------------
        4.2       Corporate Power..............................................3
                  ---------------
        4.3       Capitalization...............................................3
                  --------------
        4.4       Authorization................................................4
                  -------------

ARTICLE 5.        REPRESENTATIONS AND WARRANTIES OF THE INVESTORS..............4
                  -----------------------------------------------

        5.1       Experience...................................................4
                  ----------
        5.2       Investment...................................................4
                  ----------
        5.3       Access to Data...............................................5
                  --------------
        5.4       Accredited Investor..........................................5
                  -------------------

ARTICLE 6.        CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS...............5
                  ----------------------------------------------

        6.1       Representations and Warranties...............................5
                  ------------------------------
        6.2       Covenants....................................................5
                  ---------
        6.3       Compliance Certificate.......................................5
                  ----------------------
        6.4       Consents.....................................................5
                  --------
        6.5       Certificate of Designation...................................6
                  --------------------------
        6.6       Reservation of Stock.........................................6
                  --------------------
        6.7       Proceedings and Documents....................................6
                  -------------------------
        6.8       No Litigation................................................6
                  -------------
        6.9       Investors' Rights Agreement..................................6
                  ---------------------------
        6.10      Election of Directors........................................6
                  ---------------------

<PAGE>

        6.11      Resignation of Officers......................................6
                  -----------------------
        6.12      Bank Agreements..............................................6
                  ---------------
        6.13      Expenses.....................................................7
                  --------
        6.14      Renaissance Anti-Dilution Waiver.............................7
                  --------------------------------
        6.15      Contribution Agreement.......................................7
                  ----------------------

ARTICLE 7.        CONDITIONS TO THE OBLIGATIONS OF THE COMPANY.................7
                  --------------------------------------------

        7.1       Representations and Warranties...............................7
                  ------------------------------
        7.2       Covenants....................................................7
                  ---------
        7.3       No Litigation................................................7
                  -------------
        7.4       Guaranty.....................................................7
                  --------

ARTICLE 8.        INDEMNIFICATIONS.............................................7
                  ----------------

        8.1       Indemnification by the Company...............................8
                  ------------------------------
        8.2       Indemnification by Investors.................................8
                  ----------------------------

ARTICLE 9.        GENERAL PROVISIONS...........................................8
                  ------------------

        9.1       Governing Law................................................8
                  -------------
        9.2       Successors and Assigns; Third Party Beneficiaries............8
                  -------------------------------------------------
        9.3       Entire Agreement; Amendment and Waiver.......................8
                  --------------------------------------
        9.4       Survival.....................................................8
                  --------
        9.5       Severability.................................................9
                  ------------
        9.6       Counterparts.................................................9
                  ------------
        9.7       Remedies.....................................................9
                  --------
        9.8       Exculpation Among Investors..................................9
                  ---------------------------

INDEX TO DEFINITIONS

                                             Section _____


                                       ii

<PAGE>



                         AGREEMENT TO PROVIDE GUARANTEE

         THIS AGREEMENT,  made and entered into this 17th day of January, 2001,
by and among DISPLAY  TECHNOLOGIES,  INC., a Nevada corporation (the "COMPANY");
Raymond James Capital Partners,  L.P., a Delaware limited  partnership  ("RJC");
Renaissance  Capital  Growth & Income Fund III, Inc., a Texas  corporation,  and
Renaissance  US Growth & Income Trust PLC, a public  limited  liability  company
registered  in England and Wales (the  "RENAISSANCE  ENTITIES" and together with
RJC the "INVESTORS"),

                              W I T N E S S E T H:

         WHEREAS,  the Company is in default with respect to loans  evidenced by
its Amended and Restated Revolving Loan Promissory Note, dated March 3, 2000, in
the principal amount of $23,000,000  payable to SouthTrust Bank (the "BANK") and
its Term Promissory Note,  dated June 2, 1999, in the original  principal amount
of $1,000,000 payable to the Bank; and

         WHEREAS,  the Bank and the  Company  have  executed an Outline of Terms
attached  hereto as Exhibit "B" (the  "OUTLINE  OF TERMS")  outlining a proposal
whereby the Bank would,  among other things,  restructure the Company's existing
loans and extend additional credit;

         WHEREAS,  the Bank is willing to proceed to  restructure  the Company's
loans  along the lines  proposed  in the  Outline of Terms  only if the  Company
obtains a limited guarantee of indebtedness to the Bank; and

         WHEREAS,  the Investors  have agreed to provide a limited  guarantee on
the terms and conditions set forth in this Agreement;


         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth  herein,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the  parties,  intending  to be
legally bound, hereby agree as follows:

ARTICLE 1.  GUARANTY AND INTEREST DEFERRAL
            ------------------------------

         1.1 Guaranty. Upon the terms and conditions set forth herein, RJC shall
             --------
provide a guaranty (the  "GUARANTY")  sufficient to satisfy the  requirements of
Bank per the Outline of Terms.  The terms of the Guaranty will be  substantially
as required by the  Outline of Terms and the  Guaranty  shall be in such form as
may be reasonably acceptable to RJC and the Renaissance Entities.

         1.2 Deferral.  Interest due on the two 8.75% Convertible  Debentures of
             --------
the Company in the principal amount of $1,750,000 each (the "CONVERTIBLE NOTES")
shall  continue to accrue,  but all payments of principal and interest  shall be
deferred until July 15, 2001.


<PAGE>

ARTICLE 2. ISSUANCE OF WARRANTS AND PREFERRED STOCK;
           ----------------------------------------
           CONVERSION PRICE ADJUSTMENT
           ---------------------------

         2.1  Issuance of Series A-1 Preferred  Stock.  Subject to the terms and
              ---------------------------------------
conditions  hereof,  at the Closing the Company shall issue to Investors  50,000
shares  of Series  A-1  Convertible  Preferred  Stock of the  Company  (the "A-1
SHARES"). The number of A-1 Shares to be issued to each Investor is set forth on
the  Schedule of  Investors  attached  hereto as EXHIBIT "A" (the  "SCHEDULE  OF
INVESTORS").  In exchange  for such shares,  each  Investor  shall  transfer and
assign back to the Company its shares of Series A Convertible Preferred Stock as
shown on the Schedule of Investors.

         2.2  Conversion Price Adjustment.  Subject  to the terms and conditions
              ---------------------------
hereof,  at the Closing the Company shall execute and deliver  amendments to the
Convertible  Notes in the form attached hereto as EXHIBIT "C" (the  "CONVERTIBLE
NOTE  AMENDMENTS")  which  amendments  shall reduce the conversion  price of the
Convertible Notes to $2.00 per share of Common Stock.

         2.3   Warrants.  Subject  to the terms and  conditions  hereof,  at the
               --------
Closing the  Company  shall issue and  deliver to the  Investors  warrants  (the
"WARRANTS")  to purchase  3,000,000  shares of Common  Stock of the Company at a
price of $0.125 per share. The number of shares subject to the Warrant issued to
each Investor shall be as set forth on the Schedule of Investors.

         2.4 Contingent Note. Subject to the terms and conditions hereof, at the
             ---------------
Closing the Company  shall  execute and deliver to RJC a  contingent  promissory
note (the  "CONTINGENT  NOTE") in the form  attached  hereto as EXHIBIT "D." The
Contingent  Note shall be in an amount  equal to the amount of the  Guaranty and
shall be payable  only if and to the extent  that RJC makes  payments  under the
Guaranty.

ARTICLE 3.  CLOSING DATE; DELIVERY
            ----------------------

         3.1  Closing.  The consummation  (the  "CLOSING")  of the  transactions
              -------
contemplated  by this  Agreement  shall take place at the offices of  Kilpatrick
Stockton LLP, 2400 Monarch Tower,  3424 Peachtree  Road,  Atlanta,  Georgia,  at
10:00 a.m. (local time) on January ___, 2001, or at such other place and time as
the parties may agree (the "CLOSING DATE").

         3.2  Deliveries.  At  the Closing,  the  Company  shall  deliver to the
              ----------
Investors (i) duly issued stock  certificates  representing the A-1 Shares to be
acquired  by the  Investors  as set forth on the  Schedule  of  Investors,  (ii)
executed  warrant  certificates  in the form attached hereto as EXHIBIT "E" (the
"WARRANT CERTIFICATES") evidencing the Warrants issuable to the Investors, (iii)
duly executed Convertible Note Amendments, and (iv) the duly executed Contingent
Note. The Investors shall deliver to the Company stock  certificates  evidencing
all the  outstanding  Series A  Convertible  Preferred  Stock duly  endorsed for
transfer.


                                       2
<PAGE>

ARTICLE 4.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
            ---------------------------------------------

         In order to induce the  Investors to enter into this  Agreement  and to
consummate the transactions  contemplated  hereby, the Company hereby represents
and warrants to Investors as follows:

         4.1  Organization and Qualification.  The Company is a corporation duly
              ------------------------------
organized, validly existing, and in good standing under the laws of the State of
Nevada and has the requisite  corporate power and authority to own,  lease,  and
operate its assets,  properties, and business and to carry on its business as it
is now being conducted or proposed to be conducted.  Each subsidiary (as defined
in  Rule  405  of  the  Securities  and  Exchange  Commission)  of  the  Company
("SUBSIDIARY") is a corporation duly organized,  validly  existing,  and in good
standing under the laws of the jurisdiction of its organization.

         4.2  Corporate Power. The Company has all requisite legal and corporate
              ---------------
power and  authority to execute and deliver  this  Agreement  and the  Ancillary
Agreements  (as  defined  below),  to  issue  the A-1  Shares  and the  Warrants
hereunder,  to issue  shares of Common  Stock  into  which  the A-1  Shares  are
convertible  (the  "CONVERSION  SHARES") and the shares of Common Stock issuable
upon  exercise of the  Warrants  (the  "WARRANT  SHARES"),  and to carry out and
perform its obligations  under the terms of this  Agreement,  the Certificate of
Designation, and each of the Ancillary Agreements.

         4.3  Capitalization.  The authorized capital stock of the Company will,
              --------------
upon the filing of the Certificate of Designation attached hereto as EXHIBIT "F"
(the "CERTIFICATE OF DESIGNATION")  consist of 50,000,000 shares of Common Stock
and 50,000,000  shares of Preferred Stock ("PREFERRED  STOCK"),  50,000 of which
shares of Preferred Stock have been designated as Series A Convertible Preferred
Stock  and  50,000 of which  have been  designated  as  Series  A-1  Convertible
Preferred  Stock.  Immediately  prior to the Closing  8,561,750 shares of Common
Stock,  50,000 shares of Series A Convertible  Preferred  Stock and no shares of
Series A-1 Convertible  Preferred Stock will be issued and  outstanding.  Of the
authorized shares of Common Stock,  1,428,572 shares are currently  reserved for
issuance  upon  conversion  of the Series A  Convertible  Preferred  Stock,  and
3,178,917  shares  are  reserved  for  issuance  upon  the  conversion  of other
convertible  securities  (including  the  Convertible  Notes),  the  exercise of
outstanding  options and  warrants  to  purchase  Common  Stock  (including  the
Warrants)and  pursuant  to  existing  contractual  obligations  of the  Company,
including earn-out arrangements and other contingent obligations. All issued and
outstanding  shares of the Company's capital stock have been duly authorized and
validly issued, are fully paid and nonassessable.  All such shares and all other
outstanding  securities  of the  Company  were  issued  in  compliance  with all
applicable  federal and state  securities laws. The  designations,  preferences,
limitations,  restrictions,  and relative  rights of the Series A-1  Convertible
Preferred  Stock  and  Common  Stock  will  be as  stated  in  the  Articles  of
Incorporation ("ARTICLES") and the Certificate of Designation. The Company holds
no shares of its capital stock in its treasury.



                                     3

<PAGE>

         4.4  Authorization.  All  corporate  action on the part of the  Company
              -------------
necessary for the authorization,  execution,  delivery,  and performance of this
Agreement, the Warrant Certificates,  the Amended and Restated Investors' Rights
Agreement  by and among the Company and the  Investors  in the form  attached as
EXHIBIT "G" hereto (the  "INVESTORS'  RIGHTS  AGREEMENT"),  the Convertible Note
Amendments,   and  all  other   agreements   executed  in  connection  with  the
transactions  contemplated hereby (the Warrant  Certificates,  Investors' Rights
Agreement,   the  Convertible  Note   Amendments,   and  such  other  agreements
contemplated hereby being sometimes  hereinafter  referred to individually as an
"ANCILLARY  AGREEMENT" and  collectively  as the "ANCILLARY  AGREEMENTS") by the
Company, the authorization, designation, issuance, sale, and delivery of the A-1
Shares,  the Warrants,  the  Conversion  Shares,  and the Warrant Shares and the
performance of all of the Company's  obligations  hereunder and thereunder  have
been taken or will be taken  prior to the  Closing,  except that the Company has
not obtained  shareholder  approval under Nasdaq rules, to the extent applicable
to the above  actions,  nor has the Company  applied for an exemption  from such
requirements  . This  Agreement  and  each  of the  Ancillary  Agreements,  when
executed  and  delivered  by the  Company,  will  constitute a valid and legally
binding obligation of the Company, enforceable against the Company in accordance
with  its  terms,  subject  to (i)  laws  of  general  application  relating  to
bankruptcy,  insolvency,  and the  relief  of  debtors,  and  (ii)  rules of law
governing specific performance,  injunctive relief, or other equitable remedies.
The A-1 Shares,  the  Conversion  Shares,  and the Warrant Shares when issued in
accordance  with this Agreement,  the Articles,  the Certificate of Designation,
and the Warrant Certificates,  as applicable,  will be duly authorized,  validly
issued,  fully  paid,  and  nonassessable,   and  will  have  the  designations,
preferences,  limitations,  restrictions,  and relative  rights set forth in the
Articles and the  Certificate  of  Designation.  The A-1 Shares,  the Conversion
Shares, and the Warrant Shares, when issued, will be free of any liens,  claims,
encumbrances,  or restrictions on transfer,  except for restrictions  imposed by
the Investors' Rights Agreement.  The A-1 Shares, the Conversion Shares, and the
Warrant Shares are not and will not become as a result of the Closing subject to
any preemptive rights or rights of first refusal.

ARTICLE 5.  REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
            -----------------------------------------------

         Each  Investor  hereby  severally  (and  not  jointly)  represents  and
warrants to the Company  with respect to the  acquisition  of the A-1 Shares and
the Warrants as follows:

         5.1  Experience. Such Investor has substantial experience in evaluating
              ----------
and investing in private  placements  of securities in companies  similar to the
Company and is capable of evaluating  the merits and risks of its  investment in
the Company and has the capacity to protect its own interests.  Such Investor is
aware that the acquisition of A-1 Shares and Warrants involves  substantial risk
and  that its  financial  condition  and  investments  are such  that it is in a
financial  position to hold such securities for an indefinite period of time and
to bear the economic risk of and withstand a complete loss of such investment.

         5.2  Investment. Such Investor is acquiring the A-1 Shares and Warrants
              ----------
for investment for its own account,  not as a nominee or agent, and not with the
view to, or for  resale in  connection  with,  any  distribution  thereof.  Such

                                       4
<PAGE>

Investor  understands  that the A-1 Shares and Warrants have not been,  and will
not be,  registered  under the Securities Act of 1933 or the securities  laws of
any  state by reason  of  exemptions  from the  registration  provisions  of the
Securities Act of 1933 and such laws which depend upon, among other things,  the
bona fide nature of the  investment  intent and the accuracy of such  Investor's
representations as expressed herein.

         5.3  Access to Data.  Such Investor has also had an opportunity  to ask
              --------------
questions  of the  management  of the  Company  concerning  the  Company and its
business and to conduct its own independent due diligence  investigation  of the
Company.

         5.4  Accredited Investor.  Each Investor is an accredited  investor, as
              -------------------
such term is  defined  in Rule  501(a) of  Regulation  D  promulgated  under the
Securities Act of 1933.

ARTICLE 6.  CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS
            ----------------------------------------------

         The  obligations  of each Investor to issue the Guaranty and consummate
the other transactions  contemplated  hereby is, at the option of each Investor,
subject to the  fulfillment  on or prior to the  Closing  Date of the  following
conditions:

         6.1 Representations and Warranties.  The representations and warranties
             ------------------------------
made by the  Company  in  ARTICLE 4 of this  Agreement  shall have been true and
correct when made, and shall be true and correct in all material  respects as of
the Closing Date.

         6.2  Covenants. All covenants,  agreements, and conditions contained in
              ---------
this  Agreement to be performed by the Company on or prior to the Closing  shall
have been fully performed or complied with in all respects.

         6.3  Compliance  Certificate.  The Company shall have  delivered to the
              -----------------------
Investors (i) a Compliance Certificate in substantially the form attached hereto
as EXHIBIT  "H",  executed by an  executive  officer of the  Company,  dated the
Closing Date, and certifying to the  fulfillment of the conditions  specified in
SECTIONS 6.1, 6.2, 6.4 AND 6.8, (ii) certified copies of the resolutions adopted
by the Company's  board of directors  authorizing the execution,  delivery,  and
performance of the transactions contemplated by this Agreement and the Ancillary
Agreements,  (iii) certified  copies of the Company's  Articles and bylaws as in
effect at the Closing,  and (iv) a  certificate  of incumbency  identifying  and
showing the signature of each officer of the Company as of the Closing.

         6.4  Consents.  The Company shall have obtained, or shall obtain within
              --------
the time periods  required by applicable law, all necessary blue sky law permits
and qualifications,  or secured exemptions therefrom,  required by any state for
the offer and sale of the A-1 Shares and the  Warrants  at the Closing and shall
have obtained all other consents,  permits,  and waivers necessary to consummate
the  transactions  contemplated by this Agreement and the Ancillary  Agreements,
and any consents required under any agreements, licenses, leases, or commitments
of the Company.


                                       5
<PAGE>

         6.5  Certificate of Designation.  The Certificate of Designation  shall
              --------------------------
have been filed with the Secretary of State of the State of Nevada, and shall be
in full force and effect on the Closing Date.

         6.6  Reservation of Stock. The Conversion Shares and the Warrant Shares
              --------------------
shall  have  been  duly  authorized  and  reserved  for  issuance  only upon the
conversion of the A-1 Shares and the exercise of the Warrants.

         6.7  Proceedings and Documents. All corporate and other  proceedings in
              -------------------------
connection  with the  transactions  contemplated  hereby and all  documents  and
instruments  incident to such transactions  shall be reasonably  satisfactory in
substance and form to counsel for the Investors and they shall have received all
such  counterpart  originals or  certified or other copies of such  documents as
they may reasonably request.

         6.8  No Litigation.  No  action,  suit,  or other  proceeding  shall be
              -------------
pending or threatened  before any court,  tribunal,  or  governmental  authority
seeking or overtly  threatening to restrain or prohibit the  consummation of the
transactions  contemplated  hereby, or seeking to obtain substantial  damages in
respect  thereof,  or which would otherwise  materially and adversely affect the
Company, its Subsidiaries,  or their respective business,  assets, prospects, or
financial condition, except for matters disclosed to RJC in writing prior to the
date hereof.

         6.9  Investors' Rights  Agreement.  The Company and each Investor shall
              ----------------------------
have entered into  the Investors' Rights Agreement.

         6.10   Election  of   Directors.   The  Company   shall  have  received
                ------------------------
resignations  of all the members of its Board of  Directors  (except for Messrs.
Grant and Bell) to be effective  upon  completion  of the  Closing,  and Gary A.
Downing, William Pecora, and Robert C. Pearson shall have been elected directors
of the Company  effective upon  completion of the Closing,  so that  immediately
following the Closing the entire Board of Directors of the Company shall consist
of Messrs. Grant, Bell, Downing, Pecora, and Pearson.

         6.11  Resignation of Officers.  Messrs. Brandner,  Harris,  and Stewart
               -----------------------
shall have resigned as officers of the Company  effective upon completion of the
Closing  and Messrs.  Brandner  and Harris  shall have  entered  into  severance
agreements  with the  Company in the forms  attached  hereto as EXHIBIT "I" (the
"SEVERANCE  AGREEMENTS").  Mr.  Stewart  shall have entered  into an  Employment
Agreement with J.M.  Stewart  Corporation in the form attached hereto as EXHIBIT
"J" (the "STEWART EMPLOYMENT AGREEMENT").

         6.12 Bank Agreements.  The Company and the Bank shall have executed and
              ---------------
delivered the documents  necessary to restructure  the Company's debt toward the
ends  described  in the  Outline  of  Terms  in form  and  substance  reasonably
satisfactory to Investors.

                                       6
<PAGE>

         6.13  Expenses.  At the Closing,  the Company shall have paid the fees,
               --------
costs, and expenses incurred by the Investors with respect to this Agreement and
the transactions  contemplated  hereby  (including legal fees and  out-of-pocket
expenses).

         6.14  Renaissance Anti-Dilution  Waiver.  Renaissance  Capital Growth &
               ---------------------------------
Income Fund III,  Inc.,  Renaissance  US Growth & Income Trust PLC,  Renaissance
Capital  Group,  Inc.  and any  affiliates  shall have waived any  anti-dilution
rights under the  Convertible  Notes with respect to (a) the issuance of the A-1
Shares  and  Warrants  and  the  conversion  or  exercise  thereof,  and (b) the
potential  issuance  to  management  of the  Company of options to acquire up to
2,000,000  shares of Common Stock of the Company with an exercise  price of less
than $2.00 per share and the exercise thereof.

         6.15 Contribution Agreement. RJC shall have entered into a contribution
              ----------------------
agreement  with one or both of the  Renaissance  Entities  in a form  reasonably
acceptable to RJC with respect to liability under the Guaranty.

ARTICLE 7.  CONDITIONS TO THE OBLIGATIONS OF THE COMPANY
            --------------------------------------------

         The  Company's  obligation  to issue the A-1 Shares and the Warrants at
the Closing and to consummate the other transactions  contemplated hereby is, at
the option of the Company, subject to the fulfillment on or prior to the Closing
Date of the following conditions:

         7.1  Representations and Warranties. The representations and warranties
              ------------------------------
made by each  Investor in ARTICLE 5 of this  Agreement  shall have been true and
correct when made, and shall be true and correct in all material  respects as of
the Closing Date.

         7.2  Covenants.  All covenants, agreements, and conditions contained in
              ---------
this Agreement to be performed by the Investors on or prior to the Closing shall
have been fully performed or complied with in all respects.

         7.3  No Litigation. No action suit or other proceeding shall be pending
              -------------
or threatened before any court,  tribunal, or governmental  authority seeking or
threatening  to  restrain  or  prohibit  the  consummation  of the  transactions
contemplated hereby, or seeking to obtain substantial damages in respect thereof
or which would  otherwise  materially  and  adversely  affect the  Company,  its
business, assets, prospects, or financial condition.

         7.4 Guaranty. RJC shall have executed and delivered the Guaranty to the
             --------
Bank and the Bank shall have executed and  delivered the documents  contemplated
by the Outline of Terms.

         7.5  Other. The conditions set forth in Sections 6.12 and 6.14 shall be
              -----
satisfied.


                                       7
<PAGE>

ARTICLE 8.  INDEMNIFICATIONS
            ----------------

         8.1  Indemnification  by the Company.  The Company shall  indemnify and
              -------------------------------
hold harmless Investors,  their officers,  directors,  agents, and affiliates at
all times  after the date  hereof  from and  against  any and all loss,  damage,
diminution in value, liability,  cost, and expense, including but not limited to
reasonable  attorneys' fees, suffered or incurred by any such party, as and when
incurred,  by reason  of, or  arising  out of any  misrepresentation,  breach of
warranty, or breach or non-fulfillment of any agreement of the Company contained
in  this  Agreement,  any  Ancillary  Agreement,  or in any  other  certificate,
agreement, or document executed and delivered in connection with this Agreement.
The foregoing rights with respect to indemnification  are cumulative and without
prejudice to any other  remedies  which  Investors  may have against the Company
under applicable law.

         8.2  Indemnification  by Investors.  Investors shall indemnify and hold
              -----------------------------
harmless the Company at all times after the date hereof from and against any and
all loss,  damage,  liability,  cost, and expense,  including but not limited to
reasonable  attorneys'  fees,  suffered or incurred by the Company,  as and when
incurred,  by reason  of, or  arising  out of any  misrepresentation,  breach of
warranty,  or breach or non-fulfillment of any agreement of Investors  contained
in this Agreement, any Ancillary Agreement, or in other certificate,  agreement,
document executed and delivered in connection with this Agreement. The foregoing
rights with respect to  indemnification  are cumulative and without prejudice to
any other remedies which the Company may have against Investors under applicable
law.

ARTICLE 9.  GENERAL PROVISIONS
            ------------------

         9.1  Governing  Law.  All or  part  of this  Agreement  and  the  legal
              --------------
relations between the parties hereto has been negotiated in the State of Florida
and will be enforced  under the laws of the State of Florida  without  regard to
its conflicts of laws provisions.

         9.2  Successors  and  Assigns;  Third  Party  Beneficiaries.  Except as
              ------------------------------------------------------
otherwise  expressly  limited herein,  the provisions  hereof shall inure to the
benefit of, and be binding upon, the successors,  assigns, heirs, executors, and
administrators  of the parties hereto.  Nothing in this Agreement,  expressed or
implied,  is intended to confer upon any party other than the parties hereto and
their respective successors and assigns any rights,  remedies,  obligations,  or
liabilities under or by reason of this Agreement.

         9.3  Entire Agreement;  Amendment  and Waiver.  This  Agreement and the
              ----------------------------------------
Ancillary Agreements  constitute the full and entire understanding and agreement
between the parties  with  regard to the subject  matter  hereof and thereof and
supersede all prior  agreements  among the parties.  All prior  negotiations and
agreements  shall be merged into this Agreement.  Any term of this Agreement may
be  amended,  and the  observance  of any  term  hereof  may be  waived  (either
generally  or in a  particular  instance)  only with the written  consent of the
Investors and the Company.

         9.4  Survival.   The  representations,   warranties,   covenants,   and
              --------
agreements made herein shall survive any investigation made by the Investors and
the closing of the transactions contemplated hereby.

                                       8
<PAGE>

         9.5  Severability.  If any  provision  of this  Agreement is held to be
              ------------
unenforceable  under  applicable law, then such provision shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted as if such
provision  were so excluded  and shall be  enforceable  in  accordance  with its
terms. The court in its discretion may substitute for the excluded  provision an
enforceable  provision which in economic substance  reasonably  approximates the
excluded provision.

         9.6  Counterparts.  This  Agreement  may be  executed  in any number of
              ------------
counterparts,  each of which shall be deemed an original and enforceable against
the parties actually  executing such  counterpart,  and all of which, when taken
together, shall constitute one instrument.

         9.7  Remedies. The parties to this Agreement acknowledge and agree that
              --------
a breach of any of the  covenants of the Company or the  Investors  set forth in
this  Agreement  may  not be  compensable  by  payment  of  money  damages  and,
therefore,  that  the  covenants  of the  foregoing  parties  set  forth in this
Agreement may be enforced in equity by a decree requiring specific performance.

         9.8  Exculpation Among Investors. Each Investor acknowledges that it is
              ---------------------------
not relying upon any other  Investor or any other  person or entity,  other than
the Company and its  management,  in making its investment or decision to invest
in the Company.  Each Investor  agrees that no other Investor nor the respective
controlling persons, officers, directors,  partners, agents, or employees of any
other Investor shall be liable for any action  heretofore or hereafter  taken or
omitted  to be taken by any of them in  connection  with the  execution  of this
Agreement and the consummation of the transactions contemplated hereby.



                                       9


<PAGE>


            Executed effective as of the date first set forth above.

                             THE COMPANY:

                                     DISPLAY TECHNOLOGIES, INC.


                                     By:  /s/ J. William Brandner
                                        ----------------------------------------
                                        J. William Brandner, President

                             INVESTORS:

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

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

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


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

                                     RENAISSANCE CAPITAL GROWTH &
                                     INCOME FUND III, INC.


                                     By:   /s/ Russell Cleveland
                                        ----------------------------------------


                                     RENAISSANCE US GROWTH & INCOME TRUST PLC


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



                                       10
<PAGE>


EXHIBIT INDEX
-------------

Exhibit A         Schedule of Investors
Exhibit B         Outline of Terms
Exhibit C         Convertible Note Amendments
Exhibit D         Contingent Note
Exhibit E         Warrant Certificates
Exhibit F         Certificate of Designation
Exhibit G         Investors' Rights Agreement
Exhibit H         Compliance Certificate
Exhibit I         Severance Agreements
Exhibit J         Stewart Employment Agreement







<PAGE>

                                    EXHIBIT A

                              SCHEDULE OF INVESTORS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                               |                        |   Shares of Common   |
                                                               |       Number of        |   Stock Covered by   |
          Purchaser's Name and Address                         |      A-1 Shares        |       Warrants       |
---------------------------------------------------------------|------------------------|----------------------|
<S>                                                            |       <C>              |       <C>            |
Raymond James Capital Partners, L.P.                           |       40,000           |       2,143,000      |
880 Carillon Parkway                                           |                        |                      |
St. Petersburg, FL  33716                                      |                        |                      |
Attn:  Gary A. Downing                                         |                        |                      |
Facsimile:  727-575-5873                                       |                        |                      |
                                                               |                        |                      |
Renaissance Capital Growth & Income Fund III, Inc.             |         5,000          |               0      |
8080 North Central Expressway                                  |                        |                      |
Suite 210-LB59                                                 |                        |                      |
Dallas, TX  75206                                              |                        |                      |
Attn:  Robert C. Pearson                                       |                        |                      |
Facsimile:  (214) 891-8291                                     |                        |                      |
                                                               |                        |                      |
Renaissance US Growth & Income                                 |                        |                      |
Trust PLC                                                      |         5,000          |         857,000      |
8080 North Central Expressway                                  |                        |                      |
Suite 210-LB59                                                 |                        |                      |
Dallas, TX  75206                                              |                        |                      |
Attn:  Robert C. Pearson                                       |                        |                      |
Facsimile:  (214) 891-8291                                     |                        |                      |
                                                               |                        |                      |
TOTAL                                                          |                        |                      |
                                                               | ---------------------- | -------------------- |
                                                               |         50,000         |       3,000,000      |
---------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


                                    EXHIBIT B

                                OUTLINE OF TERMS



<PAGE>


                                    EXHIBIT C


                           CONVERTIBLE NOTE AMENDMENTS




<PAGE>


                                    EXHIBIT D


                                 CONTINGENT NOTE




<PAGE>


                                    EXHIBIT E


                              WARRANT CERTIFICATES




<PAGE>


                                    EXHIBIT F


                           CERTIFICATE OF DESIGNATION




<PAGE>


                                    EXHIBIT G


                           INVESTORS' RIGHTS AGREEMENT




<PAGE>


                                    EXHIBIT H


                             COMPLIANCE CERTIFICATE




<PAGE>


                                    EXHIBIT I


                              SEVERANCE AGREEMENTS




<PAGE>


                                    EXHIBIT J


                          STEWART EMPLOYMENT AGREEMENT