**Exhibit 10.4**

 

**AMENDMENT NO. 3**

**TO LOAN AND SECURITYAGREEMENT**

 

Reference ishereby made to that Loan and Security Agreement dated February 23, 2000,between William S. Sadler and Dotronix, Inc., a Minnesota corporation, aspreviously amended by Amendment Nos. 1 and 2 thereto (the “LoanAgreement”).  Capitalized terms whichare used in this Amendment No. 3 and which are not otherwise defined hereinhave the meanings assigned to them in the Loan Agreement.

 

Sadler and theBorrower hereby agree to amend the Schedule to the Loan Agreement as follows:

 

1.                                       Sections2.1.B and 2.1.C of the Schedule are deleted. In their place, the following new Section 2.1.B is inserted:

 

“B.                               Releaseof Security.  If the Borrower sells itsproperty located at 3833 North White Avenue, Eau Claire, WI 54703, the Borrowershall pay over the net proceeds from such sale to Sadler in reduction of theamount then outstanding on the Loans, and Sadler shall release the Mortgage onsuch property.”

 

2.                                       Section8.1.6 of the Schedule is deleted.

 

3.                                       Thedate set forth in Section 9.1 of the Schedule is amended to read “September 30,2003”.

 

The LoanAgreement, as amended by Amendment Nos. 1 and 2 and by this Amendment No. 3, ishereby ratified and confirmed.

 

 
| October 7,  2002 |   |   |   | /s/ William  S. Sadler        |                 |
|------------------|--------|--------|--------|-------------------------------|----------------------|
|             |   |   |   | William S.  Sadler            |
|             |   |   |   |                          |
|             |   |   |   |                          |
|             |   |   |   | DOTRONIX,  INC.               |
|             |   |   |   |                          |
|             |   |   |   | By:                           | /s/ Robert  V. Kling |   |
|             |   |   |   |                          |
|             |   |   |   | Its: Chief  Financial Officer |
|                  |        |        |        |                               |                      |  |

 

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**THIRD EXTENSION ANDAMENDMENT OF MORTGAGE**

 

THISAGREEMENT, made to be effective this 7th day of October, 2002 between WilliamS. Sadler (“Lender”) and Dotronix, Inc., a Minnesota corporation (“Borrower”).

 

WITNESSETH,that whereas the said Lender is the owner and holder of a certain SecuredPromissory Note in the original principal amount of $1,000,000.00 made by the Borrower,dated February 23, 2000, as amended by the first and second extensions andamendments thereto, the second of which previously increased such principalamount to One Million Five Hundred Thousand Dollars ($1,500,000.00) (the“Note”), payable to the order of Lender, and which Note is secured by amortgage on real estate owned by Borrower, situated in the County of Chippewaand State of Wisconsin, and recorded in the office of the Register of Deeds ofsaid County, dated February 23, 2000, and filed March 9, 2000, as Document No.605192 and amended by the first extension and amendment thereto filed January26, 2001 as Document No. 617200 and by the second extension and amendmentthereto filed November 16, 2001 as Document No. 631766 (the “Mortgage”), andFixture Filing Statement filed April 24, 2000 as Document No. 00410145, whichproperty is legally described as follows:

 

Lots 1, 2, 3,4 and 5, Block 5, Chamber of Commerce Addition to the City of Eau Claire,Chippewa County, Wisconsin

 

AND WHEREAS,at the special instance and request of Borrower, as the present owner of saidreal estate, the Lender has agreed to extend the due date of the Note toSeptember 30, 2003 pursuant to that certain Third Extension and Amendment ofSecured Promissory Note of even date herewith given by the Borrower to theLender.

 

NOW,THEREFORE, said Borrower does hereby agree with the Lender as follows:

 

1.                                       Thedate set forth in the third paragraph following Granting Clause D is amended toread “September 30, 2003”.

 

IT IS HEREBYFURTHER AGREED that all the stipulations, provisions, conditions and covenantsof said Note, as amended, and Mortgage shall remain in full force and effect,except as herein modified or otherwise expressly agreed to by the parties, andnothing herein contained shall be construed to impair the security or lien ofthe holder of said mortgage, nor to affect nor impair any rights or powerswhich it may have under said Note and Mortgage for nonfulfillment of thisagreement.

 

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IN TESTIMONYWHEREOF, the parties hereto have caused these presents to be executed effectivethe day and year first above written.

 

 
|   |   |   |   | LENDER:                |   |
|--------|--------|--------|--------|------------------------|--------|
|   |   |   |   |                   |   |
|   |   |   |   | /s/ William  S. Sadler |   |
|   |   |   |   | William S.  Sadler     |   |

 

| STATE OF  MINNESOTA | )     |
|---------------------|-------|
|                | ) SS. |
| COUNTY OF  RAMSEY   | )     |

 

The foregoingwas acknowledged before me this 7th day of October, 2002, by William S. Sadler.

 
|   |   |   |   |   | /s/ Gloria  A. Pettis |                     |
|--------|--------|--------|--------|--------|-----------------------|--------------------------|
|   |   |   |   |   | Notary  Public        |
|   |   |   |   |   |                  |
|   |   |   |   |   |                  |
|   |   |   |   |   | BORROWER:             |
|   |   |   |   |   |                  |
|   |   |   |   |   | Dotronix,  Inc.       |
|   |   |   |   |   |                  |
|   |   |   |   |   | By:                   | /s/ Robert  V. Kling     |   |
|   |   |   |   |   |                  |
|   |   |   |   |   | Its:                  | Chief  Financial Officer |
|        |        |        |        |        |                       |                          |  |

 

| STATE OF  MINNESOTA  | )     |
|---------------------------|-------|
|                      | ) SS. |
| COUNTY OF  RAMSEY         | )     |

 

The foregoingwas acknowledged before me this 7th day of October, 2002, by RobertV. Kling, the Chief Financial Officer of Dotronix, Inc., a corporation underthe laws of the State of Minnesota.

 
|   |   |   |   | Gloria A.  Pettis |   |
|--------|--------|--------|--------|-------------------|--------|
|   |   |   |   | Notary  Public    |   |

 

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**THIRD EXTENSION ANDAMENDMENT**

**OF SECURED PROMISSORYNOTE**

 

THISAGREEMENT, made to be effective this 7th day of October, 2002, between WilliamS. Sadler (“Lender”) and Dotronix, Inc., a Minnesota corporation (“Borrower”).

 

Reference ishereby made to that Secured Promissory Note dated February 23, 2000, fromDotronix, Inc., a Minnesota corporation, in favor of William S. Sadler, in theprincipal amount of One Million Dollars ($1,000,000), as amended by the firstand second extensions and amendments thereto, the second of which previouslyincreased such principal amount to One Million Five Hundred Thousand Dollars($1,500,000) (the “Note”).  Capitalizedterms which are used in this Third Extension and Amendment and which are nototherwise defined herein have the meanings assigned to them in the Note.

 

Sadler and theBorrower hereby agree to amend the Note as follows:

 

1.                                       Thedate set forth in the first paragraph of the Note is amended to read “September30, 2003”.

 

The Note, andthis Third Extension and Amendment, are hereby ratified and confirmed.

 

This Agreementis only a revision and not a novation. Except as provided in this Agreement, all terms and conditions of theSecured Promissory Note, the Loan and Security Agreement as amended and anyother documents given in connection therewith, shall remain in full force andeffect.

 

IN WITNESSWHEREOF, the parties have signed this Agreement on the day and year first abovewritten.

 
|   |   |   |   |   | /s/ William  S. Sadler |                     |
|--------|--------|--------|--------|--------|------------------------|--------------------------|
|   |   |   |   |   | William S.  Sadler     |                     |
|   |   |   |   |   |                   |                     |
|   |   |   |   |   |                   |                     |
|   |   |   |   |   | DOTRONIX,  INC.        |                     |
|   |   |   |   |   |                   |                     |
|   |   |   |   |   |                   |                     |
|   |   |   |   |   | By:                    | /s/ Robert  V. Kling     |   |
|   |   |   |   |   |                   |                     |   |
|   |   |   |   |   | Its:                   | Chief  Financial Officer |
|        |        |        |        |        |                        |                          |  |  |

 

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