Exhibit 10(l)

THIRD AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT

dated as of May 4, 2001

between

VIDEO
DISPLAY CORPORATION, a Georgia corporation,
APEX ELECTRONICS, INC., a New Jersey corporation,
SOUTHWEST VACUUM DEVICES, INC., an Arizona corporation,
TELTRON TECHNOLOGIES, INC., a Georgia corporation,
Z-AXIS, INC., a Georgia corporation,
MENGEL INDUSTRIES, INC., a Pennsylvania corporation,
AYDIN DISPLAYS, INC., a Georgia corporation,
LEXEL IMAGING SYSTEMS, INC., a Delaware corporation

and

SOUTHTRUST
BANK,
an Alabama banking corporation

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THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT

THIS THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT is dated as of May 4, 2001 among VIDEO DISPLAY CORPORATION, a Georgia corporation,
APEX ELECTRONICS, INC., a New Jersey corporation, SOUTHWEST VACUUM DEVICES, INC., an Arizona corporation, TELTRON TECHNOLOGIES, INC., a Georgia corporation,
Z-AXIS, INC., a Georgia corporation, MENGEL INDUSTRIES, INC., a Pennsylvania corporation, AYDIN DISPLAYS, INC., a Georgia corporation, and LEXEL IMAGING
SYSTEMS, INC., a Delaware corporation (collectively the "Borrower"), and SOUTHTRUST BANK, an Alabama banking corporation, successor by conversion to SouthTrust Bank, N.A. (the "Bank"). The
parties hereto hereby agree as follows:

W
I T N E S S E T H:

WHEREAS,
Bank and some of the entities comprising Borrower are parties to that certain Second Amended and Restated Revolving Credit and Term Loan Agreement by and between certain of
those entities comprising Borrower, Fox International Ltd., Inc., Vanco International, Inc. and Bank dated as of August 26, 1994, as amended by Amendment No. 1 dated
as of August 1, 1995, by Amendment No. 2 dated as of January 15, 1996, by Amendment No. 3 dated as of April 19, 1996, by Amendment No. 4 dated as of
August 31, 1996, by Amendment No. 5 dated as of October 31, 1996, by Amendment No. 6 dated as of December 31, 1996, by Amendment No. 7 dated as of
February 18, 1997, by Amendment No. 8 dated as of March 6, 1997, by Amendment No. 9 dated as of March 18, 1997, by Amendment No. 10 dated as of
July 31, 1997, by Amendment No. 11 dated as of March 31, 1998, by Amendment No. 12 dated as of November 17, 1998, and by Amendment No. 13 dated as of
May 20, 1999 (collectively, the "Second Amended Loan Agreement"), pursuant to which Bank has extended to Borrower a $5,500,000.00 revolving line of credit (the "$5,500,000 Line of Credit");

WHEREAS,
Bank has previously extended to Borrower Video Display Corporation a $3,000,000.00 term loan, evidenced by that certain Commercial Promissory Note dated May 1, 2000 (the
"$3,000,000 Term Loan");

WHEREAS,
pursuant to the Second Amended Loan Agreement, Bank has previously extended to some of the entities comprising Borrower a $7,500,000.00 term loan, evidenced by that certain
Aydin Term Note dated November 17, 1998 (the "Aydin Term Loan");

WHEREAS,
Borrower has requested Bank, on the terms and conditions as hereinafter set forth to consolidate the $5,500,000 Line of Credit and the $3,000,000 Term Loan into a new revolving
credit facility in the principal amount of $10,000,000;

WHEREAS,
Bank is willing to extend this new $10,000,000.00 revolving line of credit, subject to the terms and conditions as hereinafter set forth; and

NOW,
THEREFORE, for and in consideration of the sum of $10.00 in hand paid by Bank to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01.Defined Terms.As used in this Agreement, the following terms have the following meanings (terms defined
in the singular to have the same meaning, when used in the plural and vice versa):



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1.02.Accounting Terms.All accounting terms not specifically defined herein shall be construed in accordance
with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 6.08hereof, and all financial data submitted
pursuant to this Agreement shall be prepared in accordance with such principles.

ARTICLE II
AMOUNT AND TERMS OF THE REVOLVING CREDIT COMMITMENT AND THE AYDIN TERM LOAN FACILITY

2.01.Revolving Credit Advances and the Revolving Credit Note.



2.02.Interest on Revolving Credit Note.Interest shall accrue on the unpaid principal amount of each Revolving
Credit Advance at the following per annum rates (referred to in the Revolving Credit Note as "Adjusted Libor"), which shall be determined applying Borrower's Senior Funded Debt to EBITDA Ratio for
each fiscal quarter end, based on Borrower's financial statements, for the rolling twelve (12) month period immediately preceding the first day of an Interest Period selected by

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Borrower, as hereafter provided), by adding to LIBOR the applicable LIBOR Adjustment shown below:

Senior Funded Debt to
EBITDA Ratio

LIBOR AdjustmentLess than or equal to 1.75

1.50
%Greater than 1.75 but less than or equal to 2.25

1.75
%Greater than 2.25 but less than or equal to 2.75

2.00
%Greater than 2.75 but less than or equal to 3.25

2.25
%Greater than 3.25 but less than or equal to 3.75

2.50
%Greater than 3.75 but less than or equal to 4.25

2.75
%Greater than 4.25

3.00
%


2.03.Method of Borrowing.The Borrower shall give Bank written (including by telecopy) or telephonic notice
(promptly confirmed in writing) of any requested Revolving Credit Advance (a "Revolving Credit Notice of Borrowing") specifying (i) the principal
amount of such Advance, (ii) the date such Advance is to be made (which shall be a Business Day), (iii) the duration of the initial Interest Period applicable thereto. Each Revolving
Credit Notice of Borrowing shall be given to Bank, not later than 11:00 A.M. (Atlanta, Georgia time) on the second Business Day preceding the date of such requested Advance and with respect to
a Base Rate Advance, not later than 11:00 A.M. (Atlanta, Georgia time) on the day of such requested Revolving Credit Advance. The Bank shall be entitled to rely on any telephonic Revolving
Credit Notice of Borrowing which it believes in good faith to have been given by a duly authorized officer or employee of Borrower and any such Advances made by Bank based on such telephonic notice,
when credited to Borrower in accordance with Borrower's instructions, shall be Revolving Credit Advances for all purposes hereunder.

2.04.Selection of Successive Interest Periods.If Bank does not receive timely notice with respect to any
Revolving Credit Advance of any succeeding Interest Period selected by Borrower as provided for herein or if Borrower selects an interest rate for an Interest Period which is not available under Section 2.02, the next succeeding Interest Period shall have a duration of one (1) month. If a Default or Event of Default shall exist at
the end of an Interest Period applicable thereto, any such outstanding Advance shall be converted to a Base Rate Advance.

2.05.Interest Payment Dates.Interest on the Revolving Credit Note shall be payable in arrears (a) on
the last day of each calendar month and (b) on the Revolving Credit Termination Date.

2.06.Prepayment of Revolving Credit Advances.The Borrower shall have the right to prepay Revolving Credit
Advances, in whole at any time or in part from time to time, without premium or penalty but with accrued interest on the principal amount prepaid to the date of such prepayment; provided, that
(a) Borrower gives Bank at least two Business Days' prior written notice of any such prepayment, specifying the date such
prepayment will occur and the Revolving Credit Advance to be prepaid, (b) each partial prepayment shall be in an amount of not less than $100,000 or a greater integral multiple of $10,000, and
(iii) a LIBOR Advance may only be prepaid on the last day of the then current Interest Period with respect thereto. Notwithstanding the foregoing, if (i) Borrower is acquired and the
Loan is either repaid or not assumed by the acquiring entity or is not assumable, given the current financial covenants between Borrower and Bank and Bank's credit criteria or (ii) the Loan is
refinanced at any time during the term of the Loan with another financial institution, then the following prepayment premiums shall be due and payable:



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2.07.Use of Proceeds.The proceeds of each Revolving Credit Advance will be used by Borrower for general
working capital and corporate purposes.

2.08.Commitment/Unused/Underwriting Fees.The Borrower shall pay to Bank (a) a commitment fee on the
date hereof in the amount of $25,000.00, and (b) an unused commitment fee equal to 0.25% per annum on the average daily unused Revolving Credit Commitment during each quarter in arrears on the
last day of each March, June, September and December, commencing on June 30, 2001; and on the Revolving Credit Termination Date.

2.09.Cash Management Practices.Notwithstanding any provision of this Agreement governing or restricting
Revolving Credit Advances or LIBOR Advances to the contrary, Borrower and Bank acknowledge and agree that Bank may, in its sole and absolute discretion, repay and disburse Revolving Credit Advances on
a daily basis in accordance with Bank's standard cash management practices, based on excess or deficient cash positions in Borrower's operating accounts maintained by Bank.

2.10.Aydin Term Loan.Upon the terms and subject to the conditions of, and in reliance upon the representations
and warranties made in the agreements evidencing, securing and otherwise relating to the indebtedness evidenced by the Aydin Term Note, Bank made the Aydin Term Loan to some of the entities comprising
Borrower, Vanco International, Inc., and Fox International Ltd., Inc. on November 17, 1998, in accordance with the terms and conditions set forth in the Aydin Term Note.
Borrower acknowledges and agrees that the indebtedness evidenced by the Aydin Term Note is, and shall always be, a part of the Secured Obligations.

ARTICLE III
GENERAL PAYMENT PROVISIONS

3.01.Illegality.Notwithstanding any other provisions of this Agreement, if the introduction of, or any change
in or in the interpretation or application of, any applicable law, regulation or directive shall
make it unlawful or impossible for Bank to make, maintain or fund any LIBOR Advance or any LIBOR Loan, as the case may be, the obligation of Bank hereunder to make, maintain or fund such LIBOR
Advances, or such LIBOR Loans, as the case may be, shall forthwith be cancelled, and Borrower shall, at its option, prepay all such LIBOR Advances or convert such Advances to Base Rate Advances,
subject toSection 3.03hereof, and in the case of the LIBOR Loans, prepay the LIBOR Loans in full or in part or convert the LIBOR Loans in full
or in part to Base Rate Loans, subject toSection 3.03hereof.

3.02.Increased Costs.In the event that the introduction of, or any change in or in the interpretation of or
application of, any applicable law, treaty or governmental regulation, or the compliance by Bank with any guideline, request or directive (whether or not having the force of law) from any central bank
or other U.S. or foreign financial, monetary or other governmental authority, shall: (a) subject Bank to any tax of any kind whatsoever with respect to this Agreement, any Advances or the Aydin
Term Loan or change the basis of taxation of payments to Bank of principal, interest, or any other amount payable hereunder (except for changes in the rate of tax in the overall net income of Bank);
(b) impose, modify, or hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or
other credit extended by or committed to be extended by any office of Bank (other than any change by way of imposition or increase of reserve requirements under Regulation D of the Board of
Governors of the Federal Reserve System included in the Reserve Percentage); or (c) impose on Bank or on the London interbank market any other condition with respect to this Agreement, the
Notes or any Advances and the Aydin Term Loan made thereunder; and the result of any of the foregoing is to increase the cost to Bank of making or committing to make, renewing or maintaining any
Advance or

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the Aydin Term Loan or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any Advance or the Aydin Term Loan, THEN, IN ANY CASE, Borrower shall promptly
pay from time to time, upon demand of Bank, such additional amounts as will compensate Bank for such additional cost or such reduction, as the case may be. The Bank shall certify the amount of such
additional cost or reduced amount to Borrower, including a description of the calculation thereof in reasonable detail, and such certification shall be conclusive absent manifest error.

3.03.Indemnity.The Borrower hereby agrees to indemnify, Bank and hold Bank harmless from any loss, cost or
expense it may sustain or incur as a consequence of (a) the failure by Borrower to complete any LIBOR Advance, as a LIBOR Loan after notice thereof has been given to Bank, or (b) the
payment of any LIBOR Advance or the payment of any LIBOR Loan on a day other than the last day of the Interest Period applicable thereto, including, without limitation, any loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired or deemed acquired by Bank to fund such LIBOR Advance or such LIBOR Loan. The Bank shall certify the amount of
its loss or expense to Borrower, and such certification shall be conclusive absent manifest error.

3.04.Capital Adequacy.If. after the date of this Agreement, Bank shall have determined that the adoption of
any applicable law, rule or regulation regarding capital adequacy, or any change therein. or any change in the interpretation or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or compliance by Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, has or would have the effect of reducing the
rate of return on Bank's capital as a consequence of its obligations hereunder to a level below that which Bank could have achieved but for such adoption, change or compliance (taking into
consideration Bank's policies with respect to capital adequacy) by an amount deemed by Bank to be material, then from time to time, promptly upon demand by Bank, Borrower shall pay Bank such
additional amount or amounts as will compensate Bank for such reduction. A certificate of Bank setting forth the additional amount or amounts to be paid to it hereunder, providing a description of the
calculation thereof in reasonable detail, shall be conclusive absent manifest error. In determining any such amount, Bank may use any reasonable averaging and attribution methods. Notwithstanding the
foregoing, Bank shall determine the applicability of thisSection 3.04and shall calculate the amounts payable to it hereunder in a manner which,
in Bank's reasonable judgment, is consistent with the manner in which it applies similar provisions and calculates similar compensation in similar agreements to comparable borrowers.

3.05.Survival.The obligations of Borrower underSections 3.02,
3.03and3.04shall survive the termination of this Agreement and the payment of the Notes.

3.06.Making of Payments.All payments of principal of, or interest on, the Notes shall be made in immediately
available funds to Bank at its principal office in Atlanta, Georgia. All such payments shall be made not later than 11:00 A.M. (Atlanta, Georgia time) and funds received after that hour shall
be deemed to have been received by Bank on the next following Business Day.

3.07.Default Rate of Interest.If Borrower shall fall to pay on the due date therefor, whether by acceleration
or otherwise, any principal owing under any Note then interest shall accrue on such unpaid principal, and to the extent allowed by law, other amounts due, at the option of Bank, from the due date
until and including the date on which such principal or other amount is paid in full at (i) the then applicable interest rate with respect to Revolving Credit Advances until the end of the
Interest Period applicable thereto plus an additional two percent (2%) per annum and (ii) thereafter, a rate of interest equal to the Base Rate plus two percent (2%) per annum (the
"Default Rate").

3.08.Calculation of Interest.Interest payable on LIBOR Advances and LIBOR Loans shall be calculated on the
basis of a year of 360 days and paid for the actual number of days elapsed, and

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interest payable on Base Rate Advances and Base Rate Loans shall be calculated on the basis of a year of 360 days and paid for the actual number of days elapsed.

ARTICLE IV
CONDITIONS PRECEDENT

4.01.Conditions Precedent.The obligation of Bank to make the initial Revolving Credit Advance to Borrower is
subject to the conditions precedent that Bank shall have received each of the following, in form and substance satisfactory to Bank and its counsel:



4.02.Conditions Precedent to Each Advance.At the time of the making by Bank of each Advance hereunder
(including the initial Revolving Credit Advance), (a) the following statements shall be true (and each of the giving by Borrower of a Notice of Borrowing in accordance with a Revolving Credit
Notice of Borrowing in accordance withSection 2.03hereof and the acceptance by Borrower of the proceeds of each Advance shall constitute a
representation and warranty by Borrower that on the date of such Advance, before and after giving effect thereto and to the application of the proceeds therefrom, such statements are true):



(b)
Bank shall have received such other approvals, opinions or documents as it may reasonably request.

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ARTICLE V
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to Bank that:

5.01.Formation.Each entity comprising Borrower is a corporation duly incorporated and existing under the laws
of the state of its incorporation, and is qualified to do business in all jurisdictions in which it conducts its business, except where the lack of such qualification would not have a material adverse
effect on the business, financial condition, operations, results of operations, or future prospects of Borrower.

5.02.Authorization.The execution, delivery, and performance by Borrower of the Loan Documents have been duly
authorized by all necessary corporate action and do not and will not (a) require any consent or approval of the shareholders of Borrower; (b) contravene Borrower's Articles of
Incorporation or Bylaws; (c) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to
Borrower; (d) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which Borrower is a party or by which
it or its properties may be bound or affected; (e) result in, or require, the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by
Borrower (except for the Liens created under the Loan Documents; or (f) cause Borrower to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination, or award or any such indenture, agreement, lease, or instrument.

5.03.Legally Enforceable Agreement.This Agreement is, and each of the other Loan Documents when delivered
under this Agreement will be, legal, valid, and binding obligations of Borrower, enforceable
against Borrower in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors'
rights generally.

5.04.Financial Statements.Borrower has furnished to Bank financial statements dated November 30, 2000
(the "Financial Statements"), which Financial Statements are true and correct in all material respects. Such Financial Statements fairly and accurately present the financial condition of Borrower as
of the date indicated. Since the date of the latest Financial Statements referred to above, there has been no material adverse change in the financial condition, business, operations or prospects of
Borrower, and, to the knowledge of Borrower, there exist no material contingent liability or obligation assertable against Borrower that is not identified and disclosed to Bank in the Financial
Statements.

5.05.Labor Disputes and Acts of God.Neither the business nor the properties of Borrower are affected by any
fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hall, earthquake, embargo, act of God or of the public enemy, or other casualty (whether or not covered by insurance)
materially and adversely affecting such business or properties or the operations of Borrower.

5.06.Other Agreements.The Borrower is not a party to any indenture, loan, or credit agreement, or to any lease
or other agreement or instrument, or subject to any charter or corporate restriction which could have a material adverse effect on the business, properties, assets, operations, or condition (financial
or otherwise) of Borrower, or the ability of Borrower to carry out its obligations under the Loan Documents. The Borrower is not in default in any respect in the performance, observance, or
fulfillment of any of the obligations, covenants, or conditions contained in any such agreement or instrument material to its business to which it is a party.

5.07.Litigation.There is no pending or threatened action or proceeding against or affecting Borrower before
any court, governmental agency, or arbitrator, which may, in any one case or in the aggregate, materially adversely affect the financial condition, operations, properties, or business of

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Borrower or the ability of Borrower to perform its obligation under the Loan Documents, except as set forth inSchedule 5.07attached hereto.

5.08.No Defaults on Outstanding Judgments or Orders.The Borrower has satisfied all judgments, and is not in
default with respect to any judgment, writ, injunction, decree, rule, or regulation of any court, arbitrator, or any governmental authority, commission, board, bureau, agency, or instrumentality,
domestic or foreign.

5.09.Ownership and Liens.The Borrower has title to, or valid leasehold interests in, all of its properties and
assets, real and personal (other than any properties or assets disposed of in the ordinary course of
business), and none of the properties and assets owned by Borrower and none of its leasehold interests is subject to any Lien, except such as may be permitted pursuant to Section 7.01of this
Agreement.

5.10.ERISA.Except as disclosed onSchedule 5.10attached hereto:



5.11.Operation of Business.The Borrower possesses all licenses, permits, franchises, patents, copyrights,
trademarks, and trade names, or rights thereto, to conduct its respective businesses substantially as now conducted and as presently proposed to be conducted, and, to the knowledge of Borrower,
Borrower is not in violation of any valid rights of others with respect to any of the foregoing.

5.12.Taxes.All federal, state and other tax returns of Borrower required by law to be filed have been
completed in full and have been duly filed, and all taxes, assessments and withholdings shown on such returns or billed to Borrower have been paid, and Borrower maintains adequate reserves and
accruals in respect of all such federal, state and other taxes, assessments and withholdings. There are no unpaid assessments pending against Borrower or any taxes or withholding, and Borrower knows
of no bases therefor.

5.13.Debt.Schedule 5.13is a complete and correct list
of all credit agreements, indentures, purchase agreements, guaranties, Capital Leases, and other investments, agreements, and arrangements presently in effect providing for or relating to extensions
of credit (including agreements and arrangements for the issuance of letters of credit or for acceptance financing) in respect of which Borrower is in any manner directly or contingently obligated;
and the maximum principal or face amounts of the credit in
question, which are outstanding and which can be outstanding, are correctly stated, and all Liens of any nature given or agreed to be given as security therefor are correctly described or indicated in
such Schedule.

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5.14.Pollution and Other Laws and Regulations.The Borrower is in compliance in all material respects with all
laws and regulations relating to pollution and environmental control, equal employment opportunity and employee safety and other Federal, State and local laws with respect to its operations and the
conduct of its business in each jurisdiction in which Borrower is presently doing business.

ARTICLE VI
AFFIRMATIVE COVENANTS

So long as the Note or any Advance thereunder shall remain unpaid, Borrower will:

6.01.Maintenance of Existence.Preserve and maintain its company existence and good standing in the
jurisdiction of its formation, and qualify and remain qualified, and to qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is required, except
where the lack of such qualification would not have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of Borrower.

6.02.Maintenance of Records.Keep adequate records and books of account, in which complete entries will be made
in accordance with generally accepted accounting principals, consistently applied, reflecting all financial transactions of Borrower.

6.03.Maintenance of Properties.Maintain, keep and preserve all of its properties (tangible and intangible)
necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear expected.

6.04.Conduct of Business.Continue to engage in an efficient and economical manner in a business of the same
general type as now conducted by it on the date of this Agreement.

6.05.Maintenance of Insurance.Maintain and keep in force insurance of the type and amounts customarily carried
in lines of business similar to Borrower's, including, without limitation, fire, public liability, property damage, worker's compensation insurance, which insurance shall be carried with
companies in an amount reasonably satisfactory to Bank, and Borrower shall deliver to Bank from time to time at Bank's request schedules setting forth all insurance in effect and if applicable,
certificates showing the Bank as loss payee or an additional insured thereunder.

6.06.Compliance With Laws.Comply in all material respects with all applicable laws, rules, regulations, and
orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments, and governmental charges imposed upon it or upon its property.

6.07.Right of Inspection.At any reasonable time and from time to time, permit Bank or any agent or
representative thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, Borrower and to discuss the affairs, finances and accounts of
Borrower with any of its respective officers and directors and Borrower's independent accountants.

6.08.Reporting Requirements.Furnish to Bank:



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6.09.Environment.Be and remain in compliance with the provisions of all federal, state, and local
environmental, health, and safety laws, codes and ordinances, and all rules and regulations issued thereunder except as noted inSchedule 6.09;
notify Bank immediately of any notice of a hazardous discharge or environmental complaint received from any governmental agency or any other party; notify Bank immediately of any hazardous discharge
from or affecting its premises; immediately contain and remove the same, in compliance with all applicable laws; promptly pay any fine or penalty assessed in connection therewith; permit Bank to
inspect the premises, to conduct tests thereon, and to inspect all books, correspondence, and records pertaining thereto, and at Bank's request, and at Borrower's expense, provide a report of a
qualified environmental engineer, satisfactory in scope, form, and content to Bank, and such other and further assurances reasonably satisfactory to Bank that the condition has been corrected.

6.10.Change of Control.The Borrower covenants that, so long as Bank (for the purpose of this paragraph the
term "Bank" shall include Bank's subsidiaries and affiliates) shall be the holder of any of the Notes in the event that a Change of Control Date shall occur relative to Borrower, Borrower will, within
10 days after such Change of Control Date, give Bank written notice thereof and shall describe in reasonable detail the facts and circumstances giving rise thereto. Upon the occurrence of a
Change of Control Date relative to Borrower, Borrower will prepay, if Bank shall so request, all outstanding principal under the Notes plus interest accrued to the date of prepayment and Bank may
terminate the Revolving Credit Commitment and the Line of Credit Commitment. Such request (the "Prepayment Notice") shall be made by Bank in writing not
later than 60 days after receipt by Bank of written notice from Borrower of such Change of Control Date and shall specify the date upon which Borrower shall prepay the Notes, which date shall
be not less than 30 days nor more than 60 days from the date of the Prepayment Notice. On the date fixed for prepayment Borrower shall prepay the outstanding principal under the Notes
plus interest accrued on the Notes, to the date fixed for prepayment.

6.11.Prompt Payment of Taxes and Indebtedness.Promptly pay and discharge, or cause to be paid and discharged,
prior to the earliest date on which any penalty or interest is incurred or begins to accrue, all lawful taxes, assessments and governmental charges or levies imposed upon any of its income, profits,
property or business; provided, that any such tax, assessment, charge or levy need not be paid (a) if the same shall currently be contested in good faith by appropriate proceedings,
(b) if Borrower shall have set aside on its books adequate reserves with respect thereto, and (c) if no proceedings shall have been commenced to foreclose any Lien which may have
attached as security therefore. The Borrower will promptly pay when due all its other Debt and dividends declared by it.

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ARTICLE VII
NEGATIVE COVENANTS

So long as the Note or any Advance thereunder shall remain unpaid, Borrower will not:

7.01.Liens.Create, assume or suffer to exist any Lien upon any of its assets (including, without limitation,
the Collateral) whether now owned or hereafter acquired, except:



7.02.Debt.Create, incur, assume, or suffer to exist any Debt in excess of $250,000 (including lease
obligations of any description whatsoever not existing as of the date of this Agreement, except (a) Debt incurred under this Agreement; (b) any trade indebtedness incurred in the
ordinary course of business payable within 90 days of its incurrence, or (c) with the prior written consent of Bank, which consent shall not be unreasonably withheld, Debt owing to
Ronald D. Ordway.

7.03.Mergers, Etc.Wind up, liquidate or dissolve itself, reorganize, merge or consolidate with or into, or
convey, sell, assign, transfer, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter
acquired) to any Person, or acquire all or substantially all of the assets or the business of any Person without the prior written consent of Bank, which consent shall not be unreasonably withheld.

7.04.Leases.Create, incur, assume, or suffer to exist any obligation as lessee for the rental or hire of any
real or personal property, except: (a) leases existing on the date of this Agreement set forth onSchedule 7.04attached hereto and any
extensions or renewals thereof; and (b) leases (other than Capital Leases) which do not in the aggregate require Borrower on a consolidated basis to make payments (including taxes, insurance,
maintenance, and similar expenses which Borrower is required to pay under the terms of any lease) in any fiscal year of Borrower in excess of Five Hundred Thousand Dollars ($500,000).

7.05.Sale and Leaseback.Sell, transfer, or otherwise dispose of any real or personal property to any Person
and thereafter directly or indirectly lease back the same or similar property.

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7.06.Capital Expenditures.Without the prior written consent of Bank, which consent shall not be unreasonably
withheld, make any additional investment and fixed assets in any one fiscal year in excess of a yearly aggregate of $2,000,000.00.

7.07.Sale of Assets.Sell, lease, assign, transfer, or otherwise dispose of any of its now owned or hereafter
acquired assets (including without limitation, receivables and leasehold interests) except: (a) inventory disposed of in the ordinary course of business; and (b) the sale or other
disposition of assets no longer used or useful in the conduct of its business.

7.08.Investments.Make any loans, advances, or extensions of Credit to any Person in excess of $100,000.00, or
purchase or otherwise acquire any capital stock, assets, obligations, or other securities of, make any capital contribution to, or otherwise invest in or acquire any interest in any Person (without
the prior written consent of Bank, which consent shall not be unreasonably withheld), or participate as a partner or joint venturer with any other Person, except: (a) direct obligations of the
United States or any agency thereof with maturities of one year or less from the date of acquisition;
(b) commercial paper of a domestic issuer rated at least "A-1" by Standard & Poor's Corporation or "P-1" by Moody's Investors Service, Inc.;
(c) certificates of deposit with maturities of one year or less from the date of acquisition issued by any commercial bank having capital and surplus in excess of Five Hundred Million Dollars
($500,000,000); and (c) stock, obligations, or securities received in settlement of debts (created in the ordinary course of business) owing to Borrower.

7.09.Guaranties, Etc.Assume, guaranty, endorse, or otherwise be or become directly or contingently responsible
or liable (including, but not limited to, an agreement to purchase any obligation, stock, assets, goods, or services, or to supply or advance any funds, assets, goods, or services, or an agreement to
maintain or cause such Person to maintain a minimum working capital or net worth, or otherwise to assure the creditors of any Person against loss) for obligations of any Person, except: guaranties by
endorsement of negotiable instruments for deposits or collection or similar transactions in the ordinary course of business.

7.10.Transactions With Affiliates.Enter into any transaction, including without limitation, the purchase,
sale, or exchange of property or the rendering of any service, with any Affiliate, including without limitation, the purchase, sale, or exchange of property or the rendering of any service, with any
Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of Borrower's business and upon fair and reasonable terms no less favorable to Borrower than would be obtained
in a comparable arm's-length transaction with a Person not an Affiliate.

7.11.Use of Proceed.Use the proceeds of any Advance under the Revolving Credit Note except for the purposes
stated herein.

ARTICLE VIII
FINANCIAL COVENANTS

So long as the Note or any Advances thereunder shall remain unpaid, Borrower will:

8.01.Minimum Tangible Net Worth.Maintain at all times a tangible net worth of not less than Twenty Million and
No/100 Dollars ($20,000,000.00), measured at May 31, 2000, and increasing by seventy-five percent (75%) of net income at the end of each fiscal quarter thereafter.

8.02.Minimum Debt Service Coverage Ratio.As of the end of each calendar quarter commencing on June 30,
2001, Borrower's Minimum Debt Service Coverage Ratio will equal or exceed 1.25 to 1.00, calculated for the rolling four (4) quarters then ended.

8.03.Senior Funded Debt to EBITDA Ratio.Maintain at all times a Senior Funded Debt to EBITDA Ratio of not
greater than 4:50 to 1:00 as of May 31, 2000, 4:00 to 1:00 as of February 28, 2001, and 3.50 to 1.00 as of February 28, 2002.

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ARTICLE IX
EVENTS OF DEFAULT

9.01.Events of Default.Any one or more of the following shall constitute an Event of Default hereunder:



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9.02.Remedies on Default.



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ARTICLE X
MISCELLANEOUS

10.01.Amendments, Etc.No amendment, modification, termination, or waiver of any provision of any Loan Document
to which Borrower is a party, nor consent to any departure by Borrower from any Loan Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by
Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

10.02.Notices, Etc.All notices and other communications provided for under this Agreement and under the other
Loan Documents to which Borrower is a party shall be in writing and mailed, telecopied or delivered by hand or overnight courier,

if
to Borrower, at its address:

VIDEO
DISPLAY CORPORATION
1868 Tucker Industrial Drive
Tucker, Georgia 30084
Attn: Ronald D. Ordway

if
to Bank, at its address:

SOUTHTRUST
BANK
600 West Peachtree Street
27th Floor
Atlanta, Georgia 30308
Attn: Jon R. Hauseman, Corporate Lending Department

or,
as to each party, at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 10.02. Except as
otherwise provided in this Agreement all such notices and communications shall be effective (i) if mailed, upon
the earlier of receipt or the third Business Day after such communication is deposited in the United States mail, registered or certified with first class postage prepaid, addressed as aforesaid,
(ii) if telecopied, when sent, and (iii) if delivered by hand or by courier, when received at the address specified herein, except that notices to Bank pursuant to the provisions of
Article II shall not be effective until received by Bank.

10.03.No Waiver.No failure or delay on the part of Bank in exercising any right, power, or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right,
power, or remedy hereunder. The rights and remedies provided herein are cumulative, and are not exclusive of any other rights, powers, privileges, or remedies, now or hereafter existing, at law or in
equity or otherwise.

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10.04.Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of Borrower and
Bank and their respective successors and assigns, except that Borrower may not assign or transfer any of its rights under any Loan Document to which Borrower is a party without the prior written
consent of Bank.

10.05.Costs, Expenses, and Taxes.The Borrower agrees to pay all costs and expenses (a) incurred by Bank
in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents, including without limitation the reasonable cost's and expenses of counsel (including
in-house counsel) to Bank, (b) incurred by Bank in connection with the administration of the Advances
and the Loan Documents in accordance with the provisions thereof which would not be considered in the ordinary course of business and the preparation, execution and delivery of any waiver, amendment
or consent by Bank relating to the Loan Documents, including without limitation the reasonable costs and expense of counsel (including in-house counsel) for Bank; and (c) incurred
by Bank in enforcing the Loan Documents, including, without limitation, reasonable costs and expenses of counsel (including in-house counsel) of Bank. In addition, Borrower shall pay any
and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing, and recording of any of the Loan Documents and other documents to be
delivered under any such Loan Documents, and agrees to hold Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes
and fees. This provision shall survive termination of this Agreement.

10.06.Integration.This Agreement and the Loan Documents contain the entire agreement between the parties
relating to the subject matter hereof and supersede all oral statements and prior writings with respect thereto.

10.07.Indemnity.The Borrower hereby agrees to defend, indemnify, and hold Bank and its directors, officers,
agents and employees harmless from and against any and all claims, damages, judgments, penalties, costs, and expenses (including attorneys' fees and court costs now or hereafter arising from the
aforesaid enforcement of this clause) arising directly or indirectly from the activities of Borrower, its predecessors in interest, or third parties with whom it has a contractual relationship, or
arising directly or indirectly from the violation of any environmental protection, health, or safety law, whether such claims are asserted by any governmental agency or any other person. This
indemnity shall survive termination of this Agreement.

10.08.GOVERNING LAW.THIS AGREEMENT AND EACH OF THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF GEORGIA.

10.09.Severability of Provisions.Any provision of any Loan Document which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of such Loan Document or affecting
the validity or enforceability of such provision in any other jurisdiction.

10.10.Headings.Article and Section headings in the Loan Documents are included in such Loan Documents for the
convenience of reference only and shall not constitute a part of the applicable Loan Documents for any other purpose.

10.11.Entire Agreement.This Agreement and the other Loan Documents executed and delivered contemporaneously
herewith, together with the exhibits and schedules attached hereto and thereto, constitute the entire understanding, of the parties with respect to the subject matter hereof, and any prior or
contemporaneous agreements, whether In writing or oral, with respect thereto including,
without limitation, any loan commitment from Bank to Borrower, are expressly superseded hereby. The execution of this Agreement and the other Loan Documents by Borrower was not based upon any facts

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or materials provided by Bank, nor was Borrower induced to execute this Agreement or any other Loan Document by any representation, statement or analysis by Bank.

10.12.JURY TRIAL WAIVER.TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BANK AND THE BORROWER HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

[SIGNATURES
COMMENCE ON NEXT PAGE]

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IN
WITNESS THEREOF, the parties have caused this Agreement to be executed and delivered under seal by their respective officers thereunto duly authorized, as of the date first above
written.

| |  | VIDEO DISPLAY CORPORATION,a Georgia corporation      
| |  | -----------------------------------------------------
| |  | By:                                                  
| |  |                                                      
| |  |                                                      
| |  | SOUTHWEST VACUUM DEVICES, INC.,an Arizona corporation
| |  | By:                                                  
| |  |                                                      
| |  |                                                      
| |  | TELTRON TECHNOLOGIES, INC.,a Georgia corporation     
| |  | By:                                                  
| |  |                                                      
| |  |                                                      
| |  | Z-AXIS, INC.,a Georgia corporation                   
| |  | By:                                                  
| |  |                                                      
| |  |                                                      
| |  | MENGEL INDUSTRIES, INC.,a Pennsylvania corporation   
| |  | By:                                                  
| |  |                                                      
| |  |                                                      

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| |  | AYDIN DISPLAYS, INC.,a Georgia corporation        
| |  | --------------------------------------------------
| |  | By:                                               
| |  |                                                   
| |  |                                                   
| |  | LEXEL IMAGING SYSTEMS, INC.,a Delaware corporation
| |  | By:                                               
| |  |                                                   
| |  |                                                   
| |  | APEX ELECTRONICS, INC.,a New Jersey corporation   
| |  | By:                                               
| |  |                                                   
| |  |                                                   
| |  | SOUTHTRUST BANK,an Alabama banking corporation    
| |  | By:                                               
| |  |                                                   

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Schedule 5.07

Litigation

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Schedule 5.10

ERISA
Plans

The
Company maintains/contributes to the " RETIREMENT SAVINGS PLAN"

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Schedule 5.13

Debt

Lender:

LOAN
NUMBER:

Date:

Due:

Loan
Amount:

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Schedule 6.09

Environmental
Liabilities

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Schedule 7.01

Existing
Liens

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Schedule 7.04

Existing
Leases

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Exhibits To Be Attached

Exhibit AForm
of Revolving Credit Note.

Exhibit BBorrower's
Closing Certificate.

Exhibit CForm
of Borrowing Base Certificate

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