(a) Standing. Seller is a corporation duly incorporated, validly existing and in goodstanding under the laws of the State of Georgia. Seller is duly authorized to conduct business andis in good standing under the laws of each jurisdiction where such qualification is required.          (b) Authorization. Seller has the right, power and authority to execute, deliver andperform this Agreement and to consummate the transactions contemplated herein. The execution,delivery and performance of this Agreement and the consummation of the transactions contemplatedherein have been duly and validly authorized by all necessary corporate action on the part ofSeller. This Agreement is, and any other documents and instruments required hereby will be, whenexecuted and delivered by the parties, the legal, valid and binding obligations of Seller,enforceable against Seller in accordance with their respective terms.          (c) Fox Shares Valid. The Fox Shares are and shall be validly issued, fully paid andnon-assessable and constitute all of the issued and outstanding equity interests of Fox. Withoutlimiting the generality of the foregoing, all of the formerly issued and outstanding shares of FoxInternational Limited, Inc., an Ohio corporation, have been duly canceled.          (d) Ownership of Fox Shares. Seller is the owner of the Fox Shares free and clear ofall liens, charges, claims, encumbrances and restrictions; Seller has full power to transfer theFox Shares to Purchaser; and Seller has obtained all necessary approvals and consents to effectuatethe sale of the Fox Shares to Purchaser.          (e) No Violation. The execution and performance of this Agreement do not violate,result in the breach of, or constitute a default under any applicable law or regulation, theArticles of Incorporation or Bylaws of Seller, or any order, judgment or decree of any court orgovernmental agency.     6. Representations and Warranties of Purchaser. Purchaser represents and warrants toSeller as follows:          (a) Standing. Purchaser is a limited liability company duly organized, validlyexisting and in good standing under the laws of the State of Georgia. Purchaser is duly authorizedto conduct business and is in good standing under the laws of each jurisdiction where suchqualification is required.          (b) Authorization. Purchaser has the right, power and authority to execute, deliverand perform this Agreement and to consummate the transactions contemplated herein. The execution,delivery and performance of this Agreement and the consummation of the transactions contemplatedherein have been duly and validly authorized by all necessary corporate action on the part ofPurchaser. This Agreement is, and any other documents and instruments required hereby will be,when executed and delivered by the parties, the legal, valid and binding obligations of Purchaser,enforceable against Purchaser in accordance with their respective terms.
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          (c) Restrictions on Transferability. Purchaser agrees that any certificaterepresenting the Fox Shares, and any replacement certificate therefor, will bear a restrictivelegend on the reverse of the certificate in substantially the following form:The securities represented by this certificate have not beenregistered under the Securities Act of 1933, as amended (the “Act”),or any applicable state securities laws. The securities may not besold, transferred or assigned in the absence of an effectiveregistration statement for the securities under the Act orapplicable state securities laws, or an opinion of counsel,satisfactory in form, substance and scope to the issuer of thesecurities, that registration is not required under the Act orapplicable state securities laws.          (d) No Violation. The execution and performance of this Agreement do not violate,result in the breach of, or constitute a default under any applicable law or regulation, theArticles of Organization or Operating Agreement of Purchaser, or any order, judgment or decree ofany court or governmental agency.          (e) Due Diligence Inspection. Purchaser has had full and complete access to allmaterial financial, operating and legal information concerning the business and operations of Fox,and is purchasing the Fox Shares with knowledge of all such material information. Purchaser agreesto not assert any claim of any nature whatsoever, including claims of fraud, that Purchaser mayhave against Seller if Purchaser suffers any adverse consequence, whether monetary or otherwise, asa result of the transactions contemplated herein.     7. Indemnification.          (a) Survival. All representations, warranties, agreements, covenants and obligationsmade or undertaken by each party in this Agreement or in any document or instrument executed anddelivered pursuant hereto are material, have been relied upon by the other party and shall survivethe consummation of the transactions contemplated in this Agreement.          (b) Agreement to Indemnify. Each party (for purposes of this Section, the“Indemnitor”) agrees to indemnify and hold the other party, its successors and assigns(collectively, the “Indemnitee”), harmless from and against all liability, loss, damage, claim orexpense of any kind whatsoever (including reasonable attorneys’ fees and costs) that may besustained, suffered, or incurred by the Indemnitee that arises from or is in any way connectedwith: (i) any misrepresentation by the Indemnitor contained in this Agreement or in any document orinstrument executed and delivered pursuant hereto, or any misrepresentation in or omission from anyinstrument furnished or to be furnished by the Indemnitor hereunder; and (ii) the breach of anyrepresentation, warranty and/or covenant made by the Indemnitor in this Agreement or any otheragreement delivered in connection with this transaction.     8. General.          (a) Assignment. This Agreement may not be assigned by either party without the priorwritten consent of the other party.
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          (b) Notices. All communications and notices required or permitted under thisAgreement shall be in writing and shall be deemed to have been given when delivered personally orby messenger or by overnight delivery service, or when mailed by certified United States mail,postage prepaid, return receipt requested, addressed as follows:       If to Seller: Video Display Corporation    1868 Tucker Industrial Drive    Tucker, Georgia 30084    Attn: Greg Osborne   If to Purchaser: FI Acquisition LLC    1868 Tucker Industrial Drive    Tucker, Georgia 30084    Attn: Ronald D. Ordwayor to such other address as a party designates by notice in writing to the other party in themanner provided by this Section.          (c) Governing Law. This Agreement shall be construed and governed by the substantivelaws of the State of Georgia, without regard to conflicts of law principles.          (d) Amendments. This Agreement may only be amended or modified by a writing executedby all of the parties.          (e) Further Action. The parties shall execute and deliver all documents, provide allinformation and take or refrain from taking action as may be necessary or appropriate to achievethe purposes of this Agreement.          (f) Severability. The invalidity or unenforceability of any provision of thisAgreement shall not affect the other provisions, and this Agreement is to be construed in allrespects as if it had not contained the invalid or unenforceable provision.          (g) Binding Agreement. Subject to the restrictions on transferability set forth inthis Agreement, this Agreement shall be binding upon and shall inure to the benefit of the partiesand their respective legal representatives, heirs, successors and assigns.          (h) Headings; Gender; Number. The headings and captions in this Agreement are forconvenience and identification purposes only, are not an integral part of this Agreement, and arenot to be considered in the interpretation of any part of this Agreement. When the context sorequires, the masculine, feminine and neuter genders may be used interchangeably and the singularmay include the plural and vice versa.          (i) Counterparts. This Agreement may be executed in multiple counterparts, each ofwhich shall be deemed an original but all of which taken together shall constitute one and the sameinstrument. Facsimile and electronic executions and deliveries shall have the full force andeffect of original signatures.
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     IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the EffectiveDate.      SELLER: