Exhibit 10(d)

LOAN
AGREEMENT
(and Promissory Note)

This
Agreement dated as of November 10, 2004 is between Bank of America, N.A. (the "Bank") and each of the following corporations:

Corporation Name

Federal Identification #a.

Video Display Corporation, a Georgia corporation

58-1217564b.

Lexel Imaging Systems, Inc., a Delaware corporation

95-2557445c.

Z-Axis, Inc., a Georgia corporation

16-1359534d.

Teltron Technologies, Inc., a Georgia corporation

58-2314425e.

Aydin Displays, Inc., a Georgia corporation

58-2424003f.

Mengel Industries, Inc., a Pennsylvania corporation

23-2293698g.

XKD Corporation, a California corporation

77-0403964


(collectively,
the "Borrower").

1.LINE OF CREDIT AMOUNT AND TERMS

1.1Line of Credit Amount.



1.2Availability Period.The line of credit is available between the date of this Agreement and
November 10, 2006, or such earlier date as the availability may terminate as provided in this Agreement (the "Maturity Date").

1.3Repayment Terms.



1.4Interest Rate.



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Senior Funded Debt to EBITDA Ratio

Applicable MarginLess than or equal to 1.25

125 basis pointsGreater than 1.25, but less than or equal to 2.25

150 basis pointsGreater than 2.25, but less than or equal to 3.25

175 basis pointsGreater than 3.25

Default Rate




2.FEES AND EXPENSES

2.1Fees.



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2.2Expenses.The Borrower agrees to immediately repay the Bank for expenses that include, but are not limited
to, filing, recording and search fees, appraisal fees, title report fees, and documentation fees.

2.3Reimbursement Costs.



3.COLLATERAL

3.1Personal Property.The personal property listed below now owned or owned in the future by any and all of the
Borrowers. The collateral is further defined in security agreement(s) executed by the owners of the collateral. In addition, personal property collateral owned by the Borrower securing facilities
under this Agreement may also secure other present and future obligations of the Borrower to the Bank (excluding any consumer credit covered by the federal Truth in Lending law, unless the Borrower
has otherwise agreed in writing or received written notice thereof). Personal property collateral securing any other present or future obligations of the Borrower to the Bank may also secure
facilities under this Agreement.



3.2Cross-Collateralization.Borrower acknowledges that all collateral previously pledged by Borrower to Lender
and all collateral presently pledged by Borrower to Lender shall also be security for each and every Loan made by Lender to Borrower.

3.3Cross-Default.Borrower hereby acknowledges that the following events shall each constitute a Default under
any and all loan documents provided by Borrower to Lender.



4.DISBURSEMENTS, PAYMENTS AND COSTS

4.1Disbursements and Payments.



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4.2Telephone and Telefax Authorization.



4.3Direct Debit (Pre-Billing).



4.4Banking Days.Unless otherwise provided in this Agreement, a banking day is a day other than a Saturday,
Sunday or other day on which commercial banks are authorized to close, or are in fact closed, in the state where the Bank's lending office is located, and, if such day relates to amounts bearing
interest at an offshore rate (if any), means any such day on which dealings in dollar deposits are conducted among banks in the offshore dollar interbank market. All payments and disbursements

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which
would be due on a day which is not a banking day will be due on the next banking day. All payments received on a day which is not a banking day will be applied to the credit on the next banking
day.

4.5Interest Calculation.Except as otherwise stated in this Agreement, all interest and fees, if any, will be
computed on the basis of a 360-day year and the actual number of days elapsed. This results in more interest or a higher fee than if a 365-day year is used. Installments of
principal which are not paid when due under this Agreement shall continue to bear interest until paid.

4.6Default Rate.Upon the occurrence of any default under this Agreement, all amounts outstanding under this
Agreement, including any interest, fees, or costs which are not paid when due, will at the option of the Bank bear interest at a rate which is 6.0 percentage point(s) higher than the rate of
interest otherwise provided under this Agreement. This may result in compounding of interest. This will not constitute a waiver of any default.

5.CONDITIONS

Before
the Bank is required to extend any credit to the Borrower under this Agreement, it must receive any documents and other items it may reasonably require, in form and content
acceptable to the Bank, including any items specifically listed below.

5.1Authorizations.Evidence that the execution, delivery and performance by the Borrower of this Agreement and
any instrument or agreement required under this Agreement have been duly authorized.

5.2Governing Documents.A copy of the Borrower's organizational documents.

5.3Security Agreements.Signed original security agreements covering the personal property collateral which the
Bank requires.

5.4Perfection and Evidence of Priority.`Evidence that the security interests and liens in favor of the Bank
are valid, enforceable, properly perfected in a manner acceptable to the Bank and prior to all others' rights and interests, except those the Bank consents to in writing. All title documents for motor
vehicles which are part of the collateral must show the Bank's interest.

5.5Payment of Fees.Payment of all fees and other amounts due and owing to the Bank, including without
limitation payment of all accrued and unpaid expenses incurred by the Bank as required by the paragraph entitled "Reimbursement Costs."

6.REPRESENTATIONS AND WARRANTIES

When
the Borrower signs this Agreement, and until the Bank is repaid in full, the Borrower makes the following representations and warranties. Each request for an extension of credit
constitutes a renewal of these representations and warranties as of the date of the request:

6.1Formation.Borrower is duly formed and existing under the laws of the state or other jurisdiction where
organized.

6.2Authorization.This Agreement, and any instrument or agreement required hereunder, are within the Borrower's
powers, have been duly authorized, and do not conflict with any of its organizational papers.

6.3Enforceable Agreement.This Agreement is a legal, valid and binding agreement of the Borrower, enforceable
against the Borrower in accordance with its terms, and any instrument or agreement required hereunder, when executed and delivered, will be similarly legal, valid, binding and enforceable.

6.4Good Standing.In each state in which the Borrower does business, it is properly licensed, in good standing,
and, where required, in compliance with fictitious name statutes.

6.5No Conflicts.This Agreement does not conflict with any law, agreement, or obligation by which the Borrower
is bound.

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6.6Financial Information.All financial and other information that has been or will be supplied to the Bank
is
sufficiently complete to give the Bank accurate knowledge of the Borrower's financial condition, including all material contingent liabilities. Since the date of the most recent financial statement
provided to the Bank, there has been no material adverse change in the business condition (financial or otherwise), operations, properties or prospects of the Borrower.

6.7Lawsuits.There is no lawsuit, tax claim or other dispute pending or threatened against the Borrower which,
if lost, would impair the Borrower's financial condition or ability to repay the loan, except as have been disclosed in writing to the Bank.

6.8Collateral.All collateral required in this Agreement is owned by the Borrower free of any title defects or
any liens or interests of others, except those which have been approved by the Bank in writing.

6.9Permits, Franchises.The Borrower possesses all permits, memberships, franchises, contracts and licenses
required and all trademark rights, trade name rights, patent rights, copyrights, and fictitious name rights necessary to enable it to conduct the businesses in which it is now respectively engaged.

6.10Other Obligations.The Borrower is not in default on any obligation for borrowed money, any purchase money
obligation or any other material lease, commitment, contract, instrument or obligation, except as have been disclosed in writing to the Bank.

6.11Tax Matters.Borrower has no knowledge of any pending assessments or adjustments of its income tax for any
year and all taxes due have been paid, except as have been disclosed in writing to the Bank.

6.12No Event of Default.There is no event which is, or with notice or lapse of time or both would be, a
default under this Agreement.

6.14Location of Borrower.The chief executive office of the Borrower is located at the address listed on the
signature page of this Agreement.

7.COVENANTS

The
Borrower agrees, so long as credit is available under this Agreement and until the Bank is repaid in full:

7.1Use of Proceeds.To use the proceeds of the Loan only for working capital and acquisitions, and to refinance
existing term debt of Borrower, subject to the conditions for advances set forth in Section 1.1 (c) hereinabove.

7.2Financial Information.To provide the following financial information and statements in form and content
acceptable to the Bank, and such additional information as requested by the Bank from time to time:



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7.3Financial Covenants.Borrower, Fox International Ltd., Inc., an Ohio corporation, and all
other subsidiaries consolidated on Video Display Corporation's consolidated financial statements shall:







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7.4Other Debts.Not to have outstanding or incur any direct or contingent liabilities or lease obligations
(other than those to the Bank), or become liable for the liabilities of others, without the Bank's written consent. This does not prohibit:



7.5Other Liens.Not to create, assume, or allow any security interest or lien (including judicial liens) on
property the Borrower now or later owns, except:



7.6Maintenance of Assets.



7.7Investments.Not to have any existing, or make any new, investments in any individual or entity, or make any
capital contributions or other transfers of assets to any individual or entity, except for:



7.8Loans.Not to make any loans, advances or other extensions of credit to any individual or entity, except
for:



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7.9Change of Management.Not to make any substantial change in the present executive or management personnel of
the Borrower.

7.10Change of Ownership.Not to cause, permit, or suffer any change in capital ownership currently held by
Ronald D. Ordway such that there is a change of more than twenty-five percent (25%) in the direct or indirect capital ownership of Ronald D. Ordway.

7.11Additional Negative Covenants.Not to, without the Bank's written consent:



7.12Notices to Bank.To promptly notify the Bank in writing of:



7.13Insurance.



7.14Compliance with Laws.To comply with the laws (including any fictitious or trade name statute),
regulations, and orders of any government body with authority over the Borrower's business.

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7.15ERISA Plans.Promptly during each year, to pay and cause any subsidiaries to pay contributions adequate
to
meet at least the minimum funding standards under ERISA with respect to each and every Plan; file each annual report required to be filed pursuant to ERISA in connection with each Plan for each year;
and notify the Bank within ten (10) days of the occurrence of any Reportable Event that might constitute grounds for termination of any capital Plan by the Pension Benefit Guaranty Corporation
or for the appointment by the appropriate United States District Court of a trustee to administer any Plan. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to
time. Capitalized terms in this paragraph shall have the meanings defined within ERISA.

7.16Books and Records.To maintain adequate books and records.

7.17Audits.To allow the Bank and its agents to inspect the Borrower's properties and examine, audit, and make
copies of books and records at any reasonable time. If any of the Borrower's properties, books or records are in the possession of a third party, the Borrower authorizes that third party to permit the
Bank or its agents to have access to perform inspections or audits and to respond to the Bank's requests for information concerning such properties, books and records.

7.18Perfection of Liens.To help the Bank perfect and protect its security interests and liens, and reimburse
it for related costs it incurs to protect its security interests and liens.

7.19.1Cooperation.To take any action reasonably requested by the Bank to carry out the intent of this
Agreement.

7.19.2Subordination of Stockholder Debt.Loans and advances from stockholders shall be subordinated to
Borrower's obligations to Bank in a manner acceptable to Bank in its sole discretion. Principal and interest payments shall be permitted on subordinated debt provided that at the time of such payment
there exists no event of default and that the payment will not result in an event of default.

7.20Deposits and Treasury Management.To the fullest extent permitted by law, Borrower's depository and
treasury management relationship shall be maintained with the Bank.

8.DEFAULT AND REMEDIES

If
any of the following events of default occurs, the Bank may do one or more of the following: declare the Borrower in default, stop making any additional credit available to the
Borrower, and require the
Borrower to repay its entire debt immediately and without prior notice. If an event which, with notice or the passage of time, will constitute an event of default has occurred and is continuing, the
Bank has no obligation to make advances or extend additional credit under this Agreement. In addition, if any event of default occurs, the Bank shall have all rights, powers and remedies available
under any instruments and agreements required by or executed in connection with this Agreement, as well as all rights and remedies available at law or in equity. If an event of default occurs under
the paragraph entitled "Bankruptcy," below, with respect to the Borrower, then the entire debt outstanding under this Agreement will automatically be due immediately.

8.1Failure to Pay.Borrower fails to make a payment under this Agreement when due.

8.2Other Bank Agreements.Any default occurs under any other agreement the Borrower or any of the Borrower's
related entities or affiliates has with the Bank or any affiliate of the Bank.

8.3Cross-default.Any default occurs under any agreement in connection with any credit the Borrower or any of
the Borrower's related entities or affiliates has obtained from anyone else or which the Borrower or any of the Borrower's related entities or affiliates has guaranteed.

8.4False Information.Borrower has given the Bank false or misleading information or representations.

8.5Bankruptcy.Borrower files a bankruptcy petition, a bankruptcy petition is filed against Borrower or makes a
general assignment for the benefit of creditors.

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8.6Receivers.A receiver or similar official is appointed for a substantial portion of the Borrower's, or the
business is terminated. If Borrower is liquidated or dissolved.

8.7Lien Priority.Bank fails to have an enforceable first lien (except for any prior liens to which the Bank
has consented in writing) on or security interest in any property given as security for this Agreement.

8.8Lawsuits.Any lawsuit or lawsuits are filed on behalf of one or more trade creditors against the Borrower in
an aggregate amount of Two Hundred Fifty Thousand and NO/ 100 Dollars ($250,000.00) or more in excess of any insurance coverage.

8.9Judgments.Any judgments or arbitration awards are entered against Borrower, or Borrower enters into any
settlement agreements with respect to any litigation or arbitration, in an aggregate amount of Two Hundred Fifty Thousand and NO/ 100 Dollars ($250,000.00) or more in excess of any insurance coverage.

8.10Material Adverse Change.A material adverse change occurs, or is reasonably likely to occur, in the
Borrower's business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit; or the Bank determines that it is insecure for any other reason.

8.11Government Action.Any government authority takes action that the Bank believes materially adversely
affects the Borrower's financial condition or ability to repay.

8.12Default under Related Documents.Any default occurs under any guaranty, subordination agreement, security
agreement, deed of trust, mortgage, or other document required by or delivered in connection with this Agreement or any such document is no longer in effect, or any guarantor purports to revoke or
disavow the guaranty.

8.13ERISA Plans.Any one or more of the following events occurs with respect to a Plan of the Borrower subject
to Title IV of ERISA, provided such event or events could reasonably be expected, in the judgment of the Bank, to subject the Borrower to any tax, penalty or liability (or any combination of the
foregoing) which, in the aggregate, could have a material adverse effect on the financial condition of the Borrower:



8.14Other Breach Under Agreement.A default occurs under any other term or condition of this Agreement not
specifically referred to in this Article. This includes any failure or anticipated failure by the Borrower (or any other party named in the Covenants section) to comply with any financial covenants
set forth in this Agreement, whether such failure is evidenced by financial statements delivered to the Bank or is otherwise known to the Borrower or the Bank.

9.ENFORCING THIS AGREEMENT; MISCELLANEOUS

9.1GAAP.Except as otherwise stated in this Agreement, all financial information provided to the Bank and all
financial covenants will be made under generally accepted accounting principles, consistently applied.

9.2Georgia Law.This Agreement is governed by Georgia law.

9.3Successors and Assigns.This Agreement is binding on the Borrower's and the Bank's successors and assignees.
The Borrower agrees that it may not assign this Agreement without the Bank's prior consent. The Bank may sell participations in or assign this loan, and may exchange financial information about the
Borrower with actual or potential participants or assignees. If a participation is sold or the loan is assigned, the purchaser will have the right of set-off against the Borrower.

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9.4Arbitration



9.5Severability; Waivers.If any part of this Agreement is not enforceable, the rest of the Agreement may be
enforced. The Bank retains all rights, even if it makes a loan after default. If the Bank waives a default, it may enforce a later default. Any consent or waiver under this Agreement must be in
writing.

9.6Attorneys' Fees.The Borrower shall reimburse the Bank for any reasonable costs and reasonable attorneys'
fees incurred by the Bank in connection with the enforcement or preservation of any rights or remedies under this Agreement and any other documents executed in connection with this Agreement, and in
connection with any amendment, waiver, "workout" or restructuring under this

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Agreement.
In the event of a lawsuit or arbitration proceeding, the prevailing party is entitled to recover reasonable costs and reasonable attorneys' fees incurred in connection with the lawsuit or
arbitration proceeding, as determined by the court or arbitrator. In the event that any case is commenced by or against the Borrower under the Bankruptcy Code (Title 11, United States Code) or any
similar or successor statute, the Bank is entitled to recover reasonable costs and reasonable attorneys' fees incurred by the Bank related to the preservation, protection, or enforcement of any rights
of the Bank in such a case. As used in this paragraph, "attorneys' fees" includes the reasonably allocated costs of the Bank's in-house counsel.

9.7Individual Liability.If the Borrower is a natural person, the Bank may proceed against the Borrower's
business and non-business property in enforcing this and other agreements relating to this loan. If the Borrower is a partnership, the Bank may proceed against the business and
non-business property of each general partner of the Borrower in enforcing this and other agreements relating to this loan.

9.8One Agreement.This Agreement and any related security or other agreements required by this Agreement,
collectively:



In
the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail. Any reference in any related document to a
"promissory note"
or a "note" executed by the Borrower and dated as of the date of this Agreement shall be deemed to refer to this Agreement, as now in effect or as hereafter amended, renewed, or restated.

9.9Indemnification.The Borrower will indemnify and hold the Bank harmless from any loss, liability, damages,
judgments, and costs of any kind relating to or arising directly or indirectly out of (a) this Agreement or any document required hereunder, (b) any credit extended or committed by the
Bank to the Borrower hereunder, and (c) any litigation or proceeding related to or arising out of this Agreement, any such document, or any such credit. This indemnity includes but is not
limited to reasonable attorneys' fees (including the reasonably allocated cost of in-house counsel). This indemnity extends to the Bank, its parent, subsidiaries and all of their
directors, officers, employees, agents, successors, attorneys, and assigns. This indemnity will survive repayment of the Borrower's obligations to the Bank. All sums due to the Bank hereunder shall be
obligations of the Borrower, due and payable immediately without demand.

9.10Notices.Unless otherwise provided in this Agreement or in another agreement between the Bank and the
Borrower, all notices required under this Agreement shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier, to the addresses on the signature page of this
Agreement, or sent by facsimile to the fax numbers listed on the signature page, or to such other addresses as the Bank and the Borrower may specify from time to time in writing. Notices and other
communications shall be effective (i) if mailed, upon the earlier of receipt or five (5) days after deposit in the U.S. mail, first class, postage prepaid, (ii) if telecopied,
when transmitted, or (iii) if hand-delivered, by courier or otherwise (including telegram, lettergram or mailgram), when delivered.

9.11Headings.Article and paragraph headings are for reference only and shall not affect the interpretation or
meaning of any provisions of this Agreement.

9.12Counterparts.This Agreement may be executed in as many counterparts as necessary or convenient, and by the
different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement.

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This
Agreement is executed as of the date stated at the top of the first page.

|BANK:                
|---------------------
|Bank of America, N.A.
|By:                  
|                     
|Name:                
|                     
|Title:               

(CORPORATE
SEAL)

Address
where notices to the Bank are to be sent:

East
Commercial Center
3700 Crestwood Parkway, Suite 1050
Duluth, Georgia 30096
Inter Office MailGA7-644-11-07
Fax No.: 770-717-6443

SIGNATURES CONTINUED ON NEXT PAGE

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| |  | BORROWER: Each of the following companies which have the same officers:
Video Display Corporation, a Georgia corporation
Lexel Imaging Systems, Inc., a Delaware corporation
Z-Axis, Inc., a Georgia corporation
Teltron Technologies, Inc., a Georgia corporation
Aydin Displays, Inc., a Georgia corporation
Mengel Industries, Inc., a Pennsylvania corporation
XKD Corporation, a California corporation
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                         
| |  |                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | Name:                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | Title:                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | Attest:                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | Name:                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | Title:                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | (CORPORATE SEAL)                                                                                                                                                                                                                                                                                                                                                                                            
| |  | Address where notices to the Borrower are to be sent:                                                                                                                                                                                                                                                                                                                                                       
| |  | 1868 Tucker Industrial Drive
Tucker, Georgia 30084
Fax No.: 770-493-3903                                                                                                                                                                                                                                                                                                                                    

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