**Exhibit 10(g)**

June 9,2006

Mr. Ronald D. OrdwayMr. Michael D. BoydVideo Display Corporation1868 Tucker Industrial RoadTucker, GA  30084
| **Re:** | ** ** | **Video Display Corporation Senior Secured Debt  Facilities** |
|---------|------------|---------------------------------------------------------------|

 

Dear Mr. Ordway & Mr. Boyd:

Regions Bank (“Bank”) ispleased to extend this commitment to make the loans (“Loans”) described in thisletter to the Borrower identified below. The Loans will be made on the termsand conditions set forth in this letter and any attachments to this letter. Bank’scommitment set forth in this letter shall be referred to as the “Commitment”and this letter shall be referred to as the “Commitment Letter.”

**GeneralTerms**

** **
| **Borrower**         |       | Video Display Corporation and all existing and future  subsidiaries.                                                                                                                                                                                            |
|----------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                      |
| **Loan Amounts**     |       | Facility 1 - $8,500,000                                                                                                                                                                                                                                         |
| ** **           |       | Facility 2 - $1,750,000                                                                                                                                                                                                                                         |
| ** **           |       | Facility 3 - $1,500,000                                                                                                                                                                                                                                         |
| ** **           |       |                                                                                                                                                                                                                                                            |
| ** **           |       | As provided below, this Commitment is conditioned  upon Borrower obtaining a commitment from RBC Centura Bank (“RBC”) for loans  in the same amounts provided above and on the same terms generally as set  forth herein (the “RBC Loans”). |
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                      |
| **Type of Loan**     |       | Facility 1 — This is a Revolving  Line of Credit Facility.                                                                                                                                                                                                 |
| ** **           |       | Facility 2 - This is a Revolving  Line of Credit Facility.                                                                                                                                                                                                      |
| ** **           |       | Facility 3 - This is an Equipment  Term Loan Facility                                                                                                                                                                                                           |
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                      |
| **Maturity**         |       | Facility 1 — This Facility shall  mature twenty-four (24) months from Closing, renewing annually for additional  twelve (12) month terms.                                                                                                                  |
| ** **           |       | Facility 2 - This Facility shall  mature twenty -four (24) months from Closing, renewing annually for  additional twelve (12) month terms.                                                                                                                      |
| ** **           |       | Facility 3 - This Facility shall  mature sixty (60) months from Closing.                                                                                                                                                                                        |
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                      |
| **Purpose of Loans** |       | The Loans will be used to refinance all existing  indebtedness of Borrower, except the Subordinated Shareholder Note. The  availability under the Facility 1 and Facility 2 will also be used to finance  working capital and for general corporate purposes.   |
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                      |
| **Interest Rate**    |       | Interest on each Facility shall accrue at the RBC  Centura 30-Day LIBOR plus the Applicable Margin as outlined in the  Pricing Grid below, and shall be payable monthly via auto-debit.                                                                    |
| ** **           |       |                                                                                                                                                                                                                                                            |
| ** **           |       | Tier                                                                                                                                                                                                                                                            | Fixed Charge Coverage Ratio | Applicable Margin |
| ** **           |       | I                                                                                                                                                                                                                                                               | Greater than 1.35, but less than 1.50 | 2.10% |

 

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|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                          |   |
|-------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------|--------|
| ** **              |       | II                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Equal to/greater than 1.50 but less than 1.75 | 1.85%  |
| ** **              |       | III                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Equal to/greater than 1.75                    | 1.60%  |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              | ** ** | Borrower may enter into interest rate swaps with  Bank, subject to the terms and conditions set forth under an ISDA Agreement,  to convert floating rate term borrowing to an effective fixed rate. The swaps  would be cross-collateralized, and be subject to cross-default, with the  Loans.                                                                                                                                                                                                                                                                |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              | ** ** | *Required documentation prior to  swap transaction includes: Execution of an ISDA Agreement between Borrower  and Bank, delivery of certified copies of all resolutions required to  authorize the signing, delivery and performance of swap agreement by Borrower*                                                                                                                                                                                                                                                                                            |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Underwriting Fee**    |       | Borrower shall pay to Bank a fee for the Loans equal  to twenty-five (25) basis points (0.25%) of the initial amount of the Loans,  which fee shall be fully earned upon execution hereof and shall be payable at  the Closing of the Loans (or, if the Loans are not closed for any reason,  then upon termination or expiration hereof).                                                                                                                                                                                                                     |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Personal Guarantors** |       | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Unused Fee**          |       | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Payment Terms**       |       | Facility 1 - Borrower shall make  monthly payments of all accrued interest, with all outstanding principal and  accrued interest due at maturity.                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **              |       | Facility 2 - Borrower shall make  monthly payments of all accrued interest, with all outstanding principal and  accrued interest due at maturity.                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **              |       | Facility 3 - Borrower shall make  monthly payments of principal based on a five (5) year commercial  amortization ($25,000 each), plus all accrued interest, with all outstanding  principal plus accrued interest due at maturity.                                                                                                                                                                                                                                                                                                                       |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Collateral**          |       | The Loans will be secured by a valid, enforceable  and perfected first priority lien and security interest in all tangible and  intangible assets owned by Borrower, including, but not limited to, all  inventory, accounts receivable, equipment, patents, trademarks and general  intangibles. Borrower will also provide the Bank with a negative pledge  agreement with a springing clause on all real property owned by Borrower, and  assignments of rents and leases for said properties. All Loans will be  cross-collateralized and cross defaulted. |
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

**Reporting Requirements andOperating Covenants**
| **Financial Reporting** |   | So long as the Borrower is indebted to the Bank or  any portion of the Loans remains outstanding, the Borrower shall submit to  the Bank the following financial information (all in accordance with GAAP and  to be satisfactory to Bank):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **              |   | (a) Quarterly, within forty-five (45) days of  the end of each fiscal quarter, a compliance certificate signed by an officer  of Borrower attesting to Borrower’s compliance with all financial and  non-financial covenants.  (b) Monthly, within forty-five (45) days of the end of each fiscal  month, Borrower prepared consolidated financial statements, including balance  sheets, an income statement and a statement of cash flows, together with an  accounts receivable summary and inventory summary.

(c) Annually, within one hundred fifty (150)  days following the close of the fiscal year, Borrower’s audited consolidated  financial statements, including balance sheets, an income statement and a  statement of cash flows, accompanied by an unqualified audit opinion of  Borrower’s independent certified public accountants (who shall be reasonably  acceptable to |

 

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|                         | ** ** | Bank).

(d) Annually, within thirty (30) days following  the close of each fiscal year, Borrower’s internally prepared budget for the  following year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **              | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Financial Covenants** |       | Borrower shall comply with the financial covenants  below listed in this commitment letter. The financial covenants are as  follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |       | (a) Borrower shall have a “Fixed Charge  Coverage Ratio” of at least 1.15 to 1.00 at August 31, 2006, 1.25 to  1.00 at November 30, 2006, and 1.35 to 1.00 at each fiscal quarter end  thereafter.                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |       | “Fixed Charge Coverage Ratio” shall be defined as  the sum of Borrower’s EBITDA, plus its rent and lease expense, less its  unfunded capital expenditures, less its cash taxes, divided by the sum of  Borrower’s rent and lease expense, plus its current maturities of long term  debt and capital lease obligations, plus its interest expense, plus its  distributions, dividends and withdrawals.                                                                                                                                                                                                      |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |       | “EBITDA” shall be defined as Borrower’s net income,  plus its interest expense, plus its income tax expense, plus its depreciation  and amortization.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |       | *For the fiscal quarters ending August 31, 2006  and November 30, 2006, the Fixed Charge Coverage Ratio shall be  calculated on an annualized basis. Thereafter, the ratio shall be calculated  on a trailing twelve-month basis.                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |       | (b) Borrower shall have an “Asset Coverage  Ratio” of not greater than 1.0 to 1.0 at each fiscal quarter end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |       | “Asset Coverage Ratio” shall be defined as the total  amount of Borrower’s Line of Credit outstanding under Facility 1 and Facility  2 made by both Bank and RBC divided by the sum of Borrower’s accounts  receivable, net of allowance for doubtful accounts, plus its inventory, net  of reserves (capped at $20,000,000), less its accounts payable.                                                                                                                                                                                                                                                    |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |       | (c) Borrower shall have a ratio of Adjusted  Total Liabilities to Adjusted Tangible Net Worth of not greater than 1.50 to  1.0 at each fiscal quarter end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |       | “Adjusted Total Liabilities” shall be defined as all  of Borrower’s liabilities, in accordance with GAAP, including contingent  liabilities, less its subordinated debt.                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |       | “Adjusted Tangible Net Worth” shall be defined as  Borrower’s shareholder equity, in accordance with GAAP, less its intangible  assets, less its leasehold improvements and loans receivable from related  parties, plus its subordinated debt.                                                                                                                                                                                                                                                                                                                                                                  |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              |       | (d) Borrower shall have a quarterly EBITDA of  not less than $642,000 at the quarter ending May 31, 2006, $1,453,000 at  the quarter ending August 31, 2006, $2,165, at the quarter ending November 30,  2006, and $2,413,000 at the quarter ending February 28, 2007.                                                                                                                                                                                                                                                                                                                                 |
| ** **              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **              | * *   | *All financial covenants to be calculated in  accordance with GAAP applied on a consistent basis*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Operating Covenants** |       | The Loan Documents will contain affirmative and  negative operating covenants relative to Borrower and Borrower’s business.  The covenants shall be of the type Bank deems necessary to better ensure  repayment of the Loans and shall include limitations or prohibitions on fixed  asset or new lease expenditures, encumbering of assets, loans or guarantees,  payment of debts to third Persons, payment of dividends, sale or disposition  of assets, mergers or change in control, investments, acquisitions, officer  compensation, executive management changes, change of fiscal year, affiliate  relations and |

 

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|            |   | supplier/customer relations, litigation, solvency  and adverse changes.

 

Covenants specifically will include but not be  limited to the following: |
|------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** |   |                                                                                                                                                       |
|       |   | 1)                                                                                                                                                         | Prohibitions on changes in executive management |
|       |   | 2)                                                                                                                                                         | Limitations on acquisitions |
|       |   | 3)                                                                                                                                                         | Limitations on additional indebtedness, including  direct and indirect on Borrower orBorrower’s affiliates and subsidiaries |
|       |   | 4)                                                                                                                                                         | All shareholder and affiliated loans to be  subordinated to the Loans |

#  

# **Loan Documentation And Other Closing Requirements**

| **Loan Documentation**      |       | The Loans and Bank’s liens and security interests in  the Collateral shall be evidenced by this Commitment Letter, and also shall  be evidenced and supported by such additional loan documents (“Loan  Documents”) as Bank and its counsel deem necessary in their sole discretion  outlining terms and provisions acceptable to the Bank. The failure of  Borrower and Bank to reach agreement on the Loan Documents shall not be  deemed a breach by Bank of this Commitment. Unless Bank agrees otherwise in  writing, completion of all Loan Documents is a condition of Closing the  Loans.                                                                              |
|-----------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Insurance**               |       | Borrower shall provide to Bank at Closing evidence  satisfactory to Bank that the following insurance is in effect as of Closing:  general liability insurance and workmen’s compensation insurance. The  insurance shall be in amounts, with companies and on terms acceptable to  Bank; it shall show Bank as a mortgagee or loss payee, as instructed by Bank;  and it shall be continuously maintained in force by Borrower until the Loans  are repaid in full.                                                                                                                                                                                                                     |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Taxes**                   |       | Borrower shall furnish to Bank no later than 5 days  before Closing evidence satisfactory to Bank that all of Borrower’s income  taxes and other governmental taxes, fees, charges or assessments have been  paid through the most recent year.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Opinion of Counsel**      |       | On or prior to the Closing, Borrower will provide  Bank with an opinion letter, in form and substance satisfactory to Bank, from  an attorney acceptable to Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Charter Documents**       |       | On or prior to the Closing, Borrower will provide  Bank copies of its bylaws, articles of incorporation, resolutions authorizing  the Loans and the transactions contemplated hereby and incumbency  certificates, each in form and substance satisfactory and certified as true,  correct and complete, to Bank. Bank shall have received from Borrower a  certificate of the Secretary of State of the State of Georgia as to the good  standing of Borrower.                                                                                                                                                                                                                               |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Fees and Expenses**       |       | Upon Closing of the Loans (or if the Loans do not  close for any reason, upon termination or expiration of this Commitment  Letter), Borrower also shall pay all costs and expenses incident to the  Loans, including recording fees, taxes, documentary tax fees or stamps,  excise taxes and Bank’s and Borrower’s counsel fees.                                                                                                                                                                                                                                                                                                                                                  |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Additional Requirements** |       | Borrower shall satisfy all such other terms and  conditions as Bank and its counsel deem necessary in their sole discretion to  ensure the proper documentation of the Loans, the perfection of the liens and  security interests in the Collateral and compliance with all laws and  regulations applicable to Bank or Borrower relative to the Loans. These terms  and conditions are not exhaustive, and this commitment is subject to certain  other terms and closing conditions customarily required by Bank for similar  transactions and may be supplemented prior to Closing based upon Bank’s  investigation and/or as disclosure of Borrower’s circumstances so dictate. |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

#  

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#  

# **Miscellaneous**

| Conditions  Precedent      |       | The obligations of Bank to close under this  Commitment Letter are subject to the following, each of which must be  satisfied to Bank’s sole satisfaction and in its sole discretion:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|----------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                       |       | 1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Satisfactory review of Borrower’s 10-K annual  report for the fiscal year endingFebruary 28, 2006. |
|                       |       | 2).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | No material adverse change in the financial  condition of Borrower |
|                       |       | 3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Formal legal review and determination by Bank and  its counsel that securityinterests in the Borrower and other Collateral will  be properly perfected in favor ofBank, and not be subject to preference or  other lien perfection attack in the future. |
|                       |       | 4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Satisfactory review of the unsecured Subordinated  Shareholder Note to be executed between Borrower and Ron Ordway i/a/o  $6,000,000 terms shall include a minimum 15 year amortization and a maturity  date no sooner than 06/30/2012. |
|                       |       | 5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Shareholder debt shall be subordinate to Bank’s  interest via a subordinationagreement acceptable to Bank. |
|                       |       | 6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Borrower shall have closed on the RBC Loans pursuant  to acceptabledocumentation. |
|                       |       | *7)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | *Bank and RBC shall have entered into an  intercreditor and collateral agency agreement setting forth the rights of the  Bank and RBC with respect to the Loans and the RBC Loans and all Collateral  for each (the Bank’s and RBC’s rights shall be pari passu); RBC shall be  appointed as the collateral agent for administering the collateral and the  exercise of the default rights and remedies.* |
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Borrower Certification** |       | The acceptance of this Commitment shall constitute a  certification by the person executing the acceptance that all material  matters relating to Borrower have been disclosed to Bank and that there has  been no material, adverse change in Borrower, to include its financial  condition and operating condition. Bank has made this Commitment based upon  the information supplied by Borrower and related parties. Without limiting  the foregoing, Bank shall have the right to cancel this Commitment, whereupon  Bank shall have no obligations hereunder, in the event of: (i) a  material adverse change in the condition (financial, business or otherwise),  operations or prospects of Borrower; (ii) a material change in the  accuracy of the information, representations, exhibits or other materials  submitted by Borrower in connection with its request for financing;  (iii) loss of, damage to, a taking of, or the presence of any hazardous  substances or asbestos at or on any collateral for the Loan (and Borrower  must immediately notify Bank of any such event); (iv) Borrower or any  principal thereof shall file or make or have filed or made against such  person a petition in bankruptcy, an assignment for the benefit of creditors  or an action for the appointment of a receiver, or shall become insolvent,  however evidenced; or (v) there is a material change in the capital  structure or a change in control of Borrower. |
| ** **                 | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **No Change**              |       | The obligation of Bank to make the Loans is  conditioned upon there being no material adverse changes in the financial or  operating condition of Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Non-Assignability**      |       | This Commitment is for the sole benefit of Borrower  and no other Person shall have any rights under this Commitment against Bank,  including any bankruptcy trustee or debtor in possession. This Commitment may  not be assigned without the prior written consent of Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Confidentiality**        |       | The information contained in this Commitment is  confidential and proprietary information for review only by Borrower.  Borrower shall treat all information herein as confidential.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Applicable Law**         |       | This Commitment and the Loan Documents shall be  governed by the laws of the State of Georgia without giving effect to the  conflict provisions thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

 

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|                  | ** ** | ** **                                                                                                      |
|------------------|------------|-----------------------------------------------------------------------------------------------------------------|
| **Acceptance**   |       | This Commitment shall expire unless it has been  accepted and returned to Bank on or before June 15, 2006. |
|             |       |                                                                                                            |
| **Closing Date** |       | Bank shall have no obligation to make the Loans if  the Loans are not closed by June 30, 2006.             |

 

This Commitment Letter supercedes and replaces anyprior discussions, discussion sheets, term sheets relating these Loans. ThisCommitment, when accepted, shall constitute the entire agreement betweenBorrower and Bank, and it may not be altered or amended unless agreed to inwriting by Bank, or otherwise modified by the Loan Documents. This Commitmentletter shall survive closing of the Loans. This Commitment Letter and the LoanDocuments shall be applied and construed in harmony with each other to the endthat Bank is ensured repayment of the Loans in accordance with their respectiveterms. To the extent of an irreconcilable conflict between this CommitmentLetter and the Loan Documents, the terms of the Loan Documents shall prevail.

Please indicate your acceptance of this Commitment andthe terms and conditions contained herein by executing the acceptance below andreturning the executed letter to Bank. Regions Bank would like to express ourappreciation for the opportunity you have given us to be of service.

Sincerely,

**REGIONS BANK**
| By:    |   | /s/ Michael S. Harvey |   |
|--------|--------|-----------------------|--------|
| Name:  |   | Michael S. Harvey     |   |
| Title: |   | Senior Vice President |   |

 

**Accepted and Agreed To:**

**VIDEO DISPLAY CORPORATION**
| By: /s/ Ronald D. Ordway              |   |
|---------------------------------------|--------|
| Print Name: Ronald D. Ordway          |
|  Title: Chief  Executive Officer |
| *** ***                          |
| By: /s/ Michael D. Boyd               |   |
| Print Name: Michael D. Boyd           |
| Title: Chief Financial Officer        |

*** ***

Date:  June _9, 2006

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