SECURITY AGREEMENT


Exhibit 10.169

FORM OF

SECURITY
AGREEMENT

	
      DEBTORS:
	
      SECURED
      PARTY:

	
       
	
       

	
      See Debtors Listed on
      Exhibit A
attached hereto.
	
      SouthTrust
      Bank
P.O. Box 2554
Birmingham, AL
35290



Date: August 3,
2001

1.       Security Interest in
the Collateral. For valuable consideration, receipt of which is hereby
acknowledged, and in further consideration of the Secured Obligations (as
hereinafter defined), the undersigned Display Technologies, Inc., a Nevada
corporation ( “Display”); Don Bell Industries, Inc., a Florida corporation (
“Don Bell”); J. M. Stewart Manufacturing, Inc., a Florida corporation ( “Stewart
Manufacturing”); J. M. Stewart Corporation, a Florida corporation ( “Stewart
Corporation”); J. M. Stewart Industries, Inc., a Florida corporation ( “Stewart
Industries”); Vision Trust Marketing, Inc., a Florida corporation (
“VisionTrust”); Lockwood Sign Group, Inc., a Florida corporation ( “Lockwood”)
(hereinafter referred to, jointly and severally as “Debtor”) hereby
grants, bargains, sells, assigns, and sets over to SouthTrust Bank, an Alabama
banking corporation (hereinafter referred to as “Secured Party”), and
grants to Secured Party a security interest in, the following properties, assets
and rights of Debtor, and all Proceeds and products thereof, all of which shall
constitute original collateral hereunder (all of the same being hereinafter
referred to collectively as the “Collateral”):

 All of Debtor’s
right, title and interest in and to the following property and rights, wherever
located, and whether now owned or hereafter acquired or arising:

(a)       Accounts, including
Health-Care-Insurance Receivables;

(b)       Inventory, including all
goods, merchandise, raw materials, work in process, finished goods, and other
tangible personal property held for sale or lease or furnished or to be
furnished under contracts of service or used or consumed in Debtor’s
business;

(c)       Equipment;

(d)       General Intangibles,
including Payment Intangibles, Software, patents, patent applications,
trademarks, trademark applications, trade names, copyrights, copyright
applications, engineering drawings, service marks, customer lists, goodwill, and
all licenses, permits, agreements of any kind or nature pursuant to which Debtor
possesses, uses or has the authority to possess or use property of
others;

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(e)       Records indicating,
summarizing or evidencing its assets or liabilities, or relating to its business
operations or financial condition;

(f)       Accessions and Commingled
Goods;

(g)       Investment Property and
Commodity Accounts;

(h)       Letters of Credit,
Letter-of-Credit Rights, Instruments, Promissory Notes, Drafts, Documents, and
Chattel Paper (including Electronic Chattel Paper and Tangible Chattel
Paper);

(i)       Money or other assets of
Debtor that now or hereafter come into the possession, custody, or control of
Secured Party or any agent or bailee thereof;

(j)       Deposit
Accounts;

(k)      As-Extracted
Collateral;

(l)       Manufactured
Homes;

(m)     Commercial Tort Claims described on
Schedule 1 attached hereto;

(n)       Farm Products and
timber;

(o)       Fixtures;

(p)       Supporting Obligations with
respect to any of the Collateral; and

(q)       to the extent not listed
above as original collateral, Proceeds and products, whether tangible or
intangible, of any of the above-described property, including Proceeds of
insurance covering any or all of the above-described property, and any other
tangible or intangible property or rights resulting from the sale, exchange,
collection, or other disposition of any of the foregoing, or any portion thereof
or interest therein, and the Proceeds thereof.

(Capitalized terms used in
this agreement without definitions shall have the respective meanings given to
them under the Uniform Commercial Code as provided in paragraph 14,
below.)

2.          Secured
Obligations. This agreement, and the security interest herein granted,
secures the payment and performance of all present and future obligations of
Debtor to Secured Party, including every loan of money, credit sale, sale on
account, consignment sale, sale on approval, sale or return, and other extension
of credit heretofore, now, or hereafter made to Debtor by Secured Party,
including the Loan and Security Agreement dated as of January 17, 2001 between
Debtor and Secured Party, among others, as amended, and including the Guaranty
of Payment of even date herewith executed by Debtor in favor of Secured Party;
any extension or renewals of any of the foregoing; all finance charges and late
payment charges due or to become due to Secured Party on each such obligation;
every note or other writing now or hereafter evidencing

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the obligation of Debtor to repay any such obligation and/or the finance
charges or other charges thereon; every guaranty of payment or collection of the
debt of another heretofore, now, or hereafter entered into by Debtor with
Secured Party; the payment and performance of all of Debtor’s obligations under
this agreement; and all other indebtedness and other obligations of Debtor to
Secured Party, including all sums paid to Secured Party for Debtor’s account by
Debtor or any other person which are later recovered back from Secured Party by
Debtor or any representative of Debtor or of Debtor’s creditors, such as a
trustee in bankruptcy, any of the foregoing that arises after the filing of a
petition by or against Debtor under the federal Bankruptcy Code even if the
obligations do not accrue because of the automatic stay under ’ 362 of the
federal Bankruptcy Code, and any intended cash sale where the cash consideration
was not actually received by Secured Party; whether any of the foregoing debts
and other obligations are joint or several, primary or secondary, direct or
indirect, otherwise secured or unsecured, whether originally payable or owed to
Secured Party or acquired by Secured Party from another, and whether now
existing or hereafter incurred prior to termination of this agreement as
hereinafter provided. (All of the debts and other obligations described in the
preceding sentence are hereinafter referred to collectively as the “Secured
Obligations”).

3.       Purchase Money Security
Interests. To the extent Debtor uses any loans from Secured Party to
purchase Collateral, Debtor’s repayment of the principal of such loan shall
apply on a “first-in first-out” basis so that the portion of such loan used to
purchase a particular item of Collateral shall be paid in the chronological
order the Debtor purchased the Collateral.

4.       Perfection of Security
Interests.

(a)       Debtor irrevocably
authorizes Secured Party at any time to complete, sign or Authenticate in
Debtor’s name, and file financing statements describing the Collateral and
containing such other information as Secured Party deems appropriate. In
addition, at the request of Secured Party, Debtor will execute financing
statements in form and number satisfactory to Secured Party and will pay the
cost of filing the same in all public offices where filing is deemed by Secured
Party to be necessary or desirable. Debtor agrees that a carbon or photostatic
copy of this agreement may be filed as a financing statement in any public
office.

(b)       If certificates of title are
issued or outstanding with respect to any of the Collateral, Debtor will cause
the interest of Secured Party to be properly noted thereon at Debtor’s
expense.

(c)       If Debtor shall at any time
hold or acquire any Instruments, Promissory Notes, Tangible Chattel Paper,
Certificated Securities, or Documents of title, Debtor shall notify Secured
Party and, upon Secured Party’s request, endorse, assign and deliver the same to
Secured Party, accompanied by such instruments of transfer or assignment duly
executed in blank as Secured Party may from time to time
specify.

(d)       Where Collateral is in the
possession of a third party, Debtor will join with Secured Party in notifying
the third party of Secured Party’s security interest and obtaining an
acknowledgment from the third party that it is holding the Collateral for the
benefit of Secured Party.

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(e)       Debtor will ensure that
Secured Party obtains control with respect to Collateral consisting of Deposit
Accounts, Investment Property, Letter-of-Credit Rights, Electronic Chattel
Paper, and “transferable records” as defined in Section 201 of the federal
Electronic Signatures in Global and National Commerce Act or in §16 of the
Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction.

(f)       Debtor agrees to execute
such other documents, make such other filings, and take such further actions as
Secured Party requests to perfect or protect Secured Party’s security interests
and rights in the Collateral.

5.       Debtor’s
Representations and Warranties. Debtor represents and warrants to
Secured Party that:

(a)       Debtor’s exact legal name,
type of organization, state of organization, and organizational number (if any)
are set forth at the beginning of this agreement. Debtor is duly organized and
validly existing in good standing under the laws of the state set forth in the
first paragraph of this agreement.

(b)       Except as set forth on
Schedule 5(b) attached hereto, Debtor does not do business under any
trade name or name style other than its exact legal name, and Debtor has not
done business under any other legal name or trade name in the last 5
years.

(c)       Debtor has title to, rights
in, or power to transfer, the Collateral. The Collateral is free of all adverse
claims, and restrictions on transfer or pledge.

(d)       Except as set forth on
Schedule 5(d) attached hereto, the Collateral is not subject to any lien
or security interest except for the security interest granted to Secured Party
under this agreement, and no financing statement with respect to any of the
Collateral is on file in any public office.

(e)       The Collateral, including
Debtor’s Inventory, Fixtures, and Equipment, is kept or stored only at the
address(es) shown on Schedule 5(e) attached hereto. Except as set forth
on Schedule 5(e), Debtor is the owner of all real estate upon
which all tangible Collateral is located.

(f)       The current address of
Debtor’s chief executive office, the address of each other location of Debtor’s
chief executive office within the previous five (5) years, and the address(es)
where the Records concerning Debtor’s Accounts, Payment Intangibles and other
intangible Collateral are kept, are set forth on Schedule 5(f) attached
hereto.

(g)       Debtor is duly qualified and
in good standing in every state in which the nature of its business or the
ownership of its properties makes qualification necessary.

(h)       The execution, delivery, and
performance of this agreement are within Debtor’s corporate powers, have been
duly authorized, are not in contravention of law or the terms of Debtor’s
articles of incorporation, by-laws, or other organizational documents, or of any
indenture, agreement, or undertaking to which Debtor is a party or by which
Debtor is bound.

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(i)       Except as set forth on
Schedule 5(i) attached hereto, Debtor does not have any subsidiaries
and is not affiliated with any other corporation by common ownership or
control.

6.       Insurance.
Debtor agrees with Secured Party that Debtor will maintain insurance at all
times with respect to the Collateral against risk of fire (including so-called
extended coverage), theft, water damage and such other risks (including flood)
as Secured Party may require from time to time, in such form, for such perils,
and written by such companies as may be satisfactory to Secured Party. Secured
Party shall be named as loss payee under such policies of insurance. Debtor may
furnish such insurance through an existing policy or a policy independently
obtained and paid for by Debtor. All policies of insurance shall provide for a
minimum of ten (10) days’ written notice to Secured Party before cancellation.
At request of Secured Party, Debtor will deliver such policies, or at Secured
Party’s option, certificates thereof, to Secured Party to be held by it. Debtor
hereby appoints Secured Party the attorney-in-fact for Debtor for purposes of
obtaining, adjusting, settling, and canceling such insurance and of indorsing in
Debtor’s name and giving receipt for checks and drafts issued in payment of
losses and as return premiums. In the event Debtor fails to provide any
insurance as required herein, Secured Party may, at its option, purchase such
insurance or, at Secured Party’s option and upon ten (10) days’ notice to
Debtor, insurance covering only Secured Party’s interest in the Collateral, but
Secured Party shall not be under any duty to purchase any such insurance. Debtor
agrees to reimburse Secured Party on demand for the cost of all such insurance
purchased by Secured Party. Debtor hereby assigns all insurance policies at any
time covering the Collateral and all returned or unearned premiums thereon to
Secured Party as additional collateral for the Secured
Obligations.

7.       Debtor’s
Covenants. Debtor agrees with Secured Party as follows:

(a)       Debtor will keep the
Collateral in good condition, and will not waste or destroy any of the same.
Debtor will allow Secured Party and any of its officers, agents, attorneys, or
accountants to examine or inspect the Collateral wherever located at all
reasonable times. Debtor will not use the Collateral in violation of any statute
or ordinance or any policy of insurance thereon.

(b)       Until the occurrence of a
default hereunder, Debtor may use the Collateral in any lawful manner not
inconsistent with this Agreement or with the terms or conditions of any policy
of insurance thereon and may sell the Inventory in the ordinary course of
business. Until the occurrence of a default, Debtor may also use and consume any
raw materials or supplies, the use and consumption of which are necessary in
order to carry on Debtor’s business.

(c)       Upon request of Secured
Party at any time, Debtor will deliver to Secured Party lists or copies of all
Accounts and Payment Intangibles promptly after they arise. Upon request of
Secured Party, whether before or after a default hereunder, Debtor will deliver
to Secured Party, promptly upon receipt, all Proceeds of the Collateral received
by Debtor, in precisely the form received by Debtor, except for the endorsement
of Debtor where necessary to permit the collection of such Proceeds (which
endorsement Debtor hereby agrees to make). Debtor agrees not to mingle any
Proceeds of the Collateral with any of Debtor’s own funds, goods or property,
and at all times to hold such Proceeds upon express trust for the Secured Party
until delivery thereof is made to Secured Party. Secured Party shall have the
full power and authority to collect,

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compromise, endorse, sell, or otherwise deal with Proceeds in its own
name or that of Debtor. Secured Party in its discretion may apply Cash Proceeds
to the payment of any of the Secured Obligations (whether or not due) or may
release such Cash Proceeds to Debtor for use in the operation of Debtor’s
business.

(d)       With respect to Collateral
in the form of Instruments, Accounts, Payment Intangibles, General Intangibles,
and Chattel Paper, Secured Party may at any time before or after default notify
any obligors or account debtors that such Collateral has been assigned to
Secured Party and shall be remitted directly to Secured Party. Upon request of
Secured Party at any time Debtor will so notify such obligors or account debtors
and will indicate on all invoices to such obligors or account debtors that their
obligations are payable to Secured Party.

(e)       Debtor agrees to keep all
Records concerning the Collateral in a fireproof and safe place and, upon
request of Secured Party, to make such Records available to Secured Party, its
agents, attorneys, and accountants, at any reasonable time and without hindrance
or delay to allow Secured Party to inspect, audit, check, copy or make extracts
from such Records.

(f)       All of Debtor’s existing
Inventory has been, and all of Debtor’s Inventory hereafter produced or acquired
will be, produced in accordance with the requirements of the federal Fair Labor
Standards Act.

(g)       Except upon not less than
twenty (20) days’ advance notice in writing to Secured Party, Debtor will
not:


  (i)        keep or store any
  Collateral at any address other than the addresses set forth on
  Schedule 5(e) attached hereto;

  (ii)       change the address of
  Debtor’s chief place of business or chief executive office; 

  (iii)      change the address or office
  where Debtor keeps its Records relating to its Accounts, Payment Intangibles
  and other intangible Collateral; or

  (iv)      change its
name.


(h)       Unless Secured Party shall
give its advance consent in writing, Debtor will not:


  (i)       change the state of its
  incorporation or organization;



  (ii)      merge with, consolidate with,
  or enter into any corporate reorganization with, any other corporation or
  entity, whether or not Debtor is the surviving or resulting
  corporation;


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  (iii)       sell, lease, or
  otherwise transfer or dispose of, or agree to sell, lease, or otherwise
  transfer or dispose of, any of its Collateral (other than Inventory);
  or



  (iv)       sell any of its
  Inventory, or collect any of its Accounts, Payment Intangibles, General
  Intangibles, Instruments or Chattel Paper, other than in the ordinary course
  of business. A sale in the ordinary course of business does not include a
  transfer in partial or total satisfaction of a debt or a credit sale or
  consignment to a subsidiary or an affiliated company.


(i)       With respect to any tangible
Collateral that is located on leased premises, Debtor shall obtain and furnish
to Secured Party landlord lien waivers, in form and content acceptable to
Secured Party, pursuant to which the landlord of such premises subordinates any
landlord’s lien upon the Collateral to the lien of Secured
Party.

8.       Further
Assurances. (a) Debtor shall do, make, execute, and deliver to
Secured Party all such additional and further acts, things, assignments,
assurances, and instruments as Secured Party may require to more completely vest
in and assure to Secured Party its rights hereunder and in or to the Collateral
and the Proceeds and products thereof.

(b)       Debtor will pay promptly
when due all taxes and assessments upon the Collateral or any part thereof, upon
its use or operation thereof, upon the Proceeds or products thereof, upon this
agreement, and upon any note or notes evidencing the Secured Obligations. At its
option, Secured Party may discharge any taxes, liens, security interests or
other encumbrances at any time levied or placed on the Collateral or any part
thereof and may pay for the maintenance and preservation of the Collateral, but
Secured Party shall not be under any duty to exercise any such authority. Debtor
agrees to reimburse Secured Party, upon demand, for any payment made or any
expense incurred by the Secured Party pursuant to the foregoing
authorization.

(c)       All sums expended by Secured
Party which Debtor is obligated to reimburse Secured Party under this agreement
shall bear interest from the date reimbursement is due until the date paid at
the rate which is two percent in excess of the prime rate of interest published
in The Wall Street Journal or any successor publication thereto,
as such rate shall change from time to time, but in any event not more than
the maximum rate allowed by law. All such sums and the interest thereon shall be
secured by the security interest granted in this agreement and, if not paid when
due, shall be added to the principal balance of the then-outstanding Secured
Obligations and interest shall thereafter accrue on such sum at the interest
rate specified above unless prohibited by law.

9.       Default. Any or
all of the Secured Obligations shall, at the option of Secured Party and
notwithstanding the stated maturity date of any Secured Obligation or of any
instrument evidencing any such Secured Obligation, become immediately due and
payable without notice or demand upon the occurrence of any of the following
events, each of which shall constitute a default hereunder:

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(a)       Debtor shall fail to pay or
perform as and when due under the terms of any of the Secured Obligations or any
instrument evidencing the same;

(b)       Debtor shall fail to pay or
perform as and when due any covenant contained in this
agreement;

(c)       Any warranty or
representation made or any writing furnished to Secured Party by or on behalf of
Debtor in or in connection with this agreement is breached or is false or
inaccurate in any material respect when made or furnished;

(d)       Occurrence of any event
which results in the acceleration of the maturity of any indebtedness of Debtor
to others under any indenture, agreement, contract, or
undertaking;

(e)       Loss, theft, damage, or
destruction of any material part of the Collateral, or any levy, seizure,
garnishment or attachment thereof or thereupon;

(f)       Death, dissolution,
termination of existence, insolvency, cessation of business, or appointment of a
receiver of any part of the property of, assignment for the benefit of creditors
by, or the commencement of any proceeding under any chapter of the federal
Bankruptcy Code or any insolvency laws by or against, Debtor or any guarantor or
surety for Debtor on any of the Secured Obligations;

(g)       Debtor shall fail to comply
with, or shall become subject to any administrative or judicial proceeding
under, any federal, state or local hazardous waste or environmental
law;

(h)       Secured Party’s lien upon
the Collateral shall cease to be a perfected security interest or shall at any
time cease to be prior to any and all other security interests or other
interests in the Collateral; or

(i)       Secured Party reasonably
deems itself insecure.

10.          Secured
Party’s Remedies; Reimbursement for Expenses.

(a)          Upon the
occurrence of any default, and at any time thereafter, Secured Party shall have
the right to pursue any remedy available at law (including those available under
the Uniform Commercial Code as in effect from time to time under the laws of any
applicable jurisdiction (the “UCC”)), or in equity to collect, enforce or
satisfy the Secured Obligations then owing, whether by acceleration or
otherwise.

(b)          Upon the
occurrence of any default, and at any time thereafter, Secured Party shall have
the right to pursue any of the following remedies separately, successively or
simultaneously:

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  (i)       File suit and obtain
  judgment and, in conjunction with any action, Secured Party may seek any
  ancillary remedies provided by law, including levy of attachment, detinue,
  replevin, or garnishment.



  (ii)       Take possession of any
  Collateral not already in its possession without demand and without legal
  process. Debtor grants to Secured Party and its agents the right, for this
  purpose, to enter into or on any premises where Collateral may be located.
  Upon Secured Party’s demand, Debtor will assemble and make the Collateral
  available to Secured Party at a place to be designated by Secured
  Party.

  (iii)       With or without taking
  possession, sell, lease or otherwise dispose of the Collateral, or any part
  thereof, at one or more public or private sales in accordance with the
  UCC.

  (iv)       Notify any account debtor
  or any other person obligated on Collateral to make payment or otherwise
  render performance to or for the benefit of Secured Party.

  (v)       Set off the balance of any
  Deposit Account or other property of Debtor held by Secured Party against the
  Secured Obligations.


(c)       Debtor agrees to pay Secured
Party on demand any and all expenses incurred or paid by Secured Party in the
exercise of its rights under this agreement or under the UCC, including expenses
incurred to protect or enforce the Secured Obligations, protect the Collateral,
take possession of and sell or dispose of the Collateral, store or collect the
Collateral, prepare and advertise the Collateral for sale, conduct the sale and
collect the Proceeds of sale, and expenses for the services of attorneys
employed by Secured Party for any purpose related to this agreement or the
Secured Obligations, including consultation, drafting documents, sending notices
or instituting, prosecuting or defending litigation or arbitration. Payment of
all such expenses and the interest thereon shall be secured by the security
interest granted in this agreement.

11.       Foreclosure
Provisions.

(a)       Secured Party shall give
Debtor such notice of any private or public sales as may be required by the UCC.
Debtor agrees that notice of sale or other disposition of the Collateral, or of
any part thereof, shall be sufficient if such notice is, at least ten (10) days
before the time of the sale or disposition, (i) delivered to Debtor or (ii)
mailed, postage prepaid, to the address of Debtor shown at the beginning of this
agreement, or such other address as Debtor shall have furnished Secured Party in
writing for such purpose, (iii) sent by facsimile transmittal to the facsimile
number of Debtor shown at the beginning of this agreement, or such other
facsimile number as Debtor shall have furnished to Secured Party, or (iv) sent
by e-mail or other electronic means to the e-mail address of Debtor shown at the
beginning of this agreement, or such other e-mail or electronic address as
Debtor shall have furnished to Secured Party.

(b)       No delay or omission by
Secured Party to exercise any right or remedy accruing upon any default shall:
(i) impair any right or remedy, (ii) waive any default or operate as

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an
acquiescence to the default, or (iii) affect any subsequent default of the same
or of a different nature.

(c)       Secured Party has no
obligation to clean-up, refurbish, or otherwise prepare any Collateral for
sale.

(d)       Secured Party has no
obligation to attempt to satisfy the Secured Obligations by collecting them from
any other person liable for them, and Secured Party may release, modify or waive
any collateral provided by any other person to secure any of the Secured
Obligations, all without affecting Secured Party’s rights against Debtor. Debtor
waives any right it may have to require Secured Party to pursue any third person
for any of the Secured Obligations.

(e)       Secured Party may comply
with any applicable state or federal law requirements in connection with a
disposition of the Collateral and compliance will not be considered to adversely
affect the commercial reasonableness of any sale of the
Collateral.

(f)       Secured Party may sell the
Collateral without giving any warranties as to the Collateral. Secured Party may
specifically disclaim any warranties of title or the like. This procedure will
not be considered to adversely affect the commercial reasonableness of any sale
of the Collateral.

(g)       If Secured Party sells any
of the Collateral upon credit, Debtor will be credited only with payments
actually made by the purchaser, received by Secured Party, and applied to the
indebtedness of the purchaser. In the event the purchaser fails to pay for the
Collateral, Secured Party may resell the Collateral and Debtor shall be credited
with the Proceeds of the sale.

(h)       In the event Secured Party
purchases any of the Collateral being sold, Secured Party may pay for the
Collateral so purchased by crediting some or all of the Secured
Obligations.

(i)       Secured Party shall have no
obligation to marshal any assets in favor of Debtor, or against or in payment of
the Secured Obligations or any other obligation owed to Secured Party by Debtor
or any other person.

(j)       Debtor hereby irrevocably
authorizes and empowers Secured Party (i) to receive and give receipt for
any amount or amounts due or to become due to Debtor on account of the
Collateral and to endorse and negotiate in the name of Debtor any check or other
item issued in payment or on account thereof, and in the name of Secured Party
or of Debtor to enforce by suit or otherwise, compromise, settle, discharge,
extend the time of payment, file claims or otherwise participate in bankruptcy
proceedings, and otherwise deal in and with the Collateral and any Proceeds
thereof; (ii) to open mail addressed to Debtor, remove any Collateral or
Proceeds therefrom, and deliver the remainder of such mail to Debtor; and
(iii) to do all acts and things deemed by Secured Party to be appropriate
to protect, preserve and realize upon Secured Party’s security interest
hereunder; but Secured Party shall not be under any duty to exercise such
authority or power or in any way responsible for collecting or realizing upon
the Collateral.

 

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12.       Power of
Attorney.

(a)       Debtor hereby irrevocably
constitutes and appoints Secured Party and any officer or agent thereof, with
full power of substitution, as its true and lawful attorneys-in-fact with full
irrevocable power and authority in the place and stead of Debtor or Secured
Party’s own name, for the purpose of carrying out the terms of this agreement,
to take any and all appropriate action and to execute any and all documents and
instruments that may be necessary or desirable to accomplish the purposes of
this agreement.

(b)        To the extent
permitted by law, Debtor hereby ratifies all that said attorneys shall lawfully
do or cause to be done by virtue hereof. This power of attorney is coupled with
an interest and shall be irrevocable.

(c)        The powers conferred
on Secured Party hereunder are solely to protect its interests in the Collateral
and shall not impose any duty upon it to exercise any such powers. Secured Party
shall be accountable only for the amounts that it actually receives as a result
of the exercise of such powers and neither it not any of its officers,
directors, employees o r agents shall be responsible to Debtor for any act or
failure to act, except for Secured Party’s own gross negligence or willful
misconduct.

13.       Rules of
Construction. Unless the context clearly requires
otherwise:

(a)       References to “Proceeds” do
not authorize any sale, transfer, or other disposition of Collateral by the
Debtor.

(b)       The words “includes” and
“including” are not limiting, but instead have the inclusive meaning represented
by the phrase “including, without limitation.”

(c)        The word “or” has the
inclusive meaning represented by the phrase “and/or.”

(d)       The word “all” includes
“any” and the word “any” includes “all”.

(e)       The words “sign” and
“signed” also mean “authenticate” and “authenticated.”

(f)        References to the
plural include the singular, and references to the singular include the
plural.

(g)       References to any gender
include each other gender.

(h)       References to any law
include every amendment or supplement to it, rule and regulation adopted under
it, and successor or replacement for it.

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(i)       No presumption shall be drawn
by the fact that any particular party was the drafter of this
agreement.

14.       Miscellaneous.
(a) Secured Party’s rights and remedies hereunder, under other agreements
or instruments, and under law, are cumulative and may be exercised successively
or concurrently. Secured Party shall not be deemed to have waived any of its
rights hereunder, under any other agreement or instrument, or under law except
in a writing signed by Secured Party. No delay or omission on the part of
Secured Party in exercising any right or remedy shall operate as a waiver
thereof, and a written waiver on any one occasion shall not be construed as a
bar or waiver of any right or remedy on any future occasion.

(b)       At any time when no Secured
Obligations remain outstanding and unperformed and there exists no commitment on
the party of Secured Party to enter into any other or future Secured Obligation,
upon written demand of Debtor, Secured Party will file, or at Secured Party’s
election will furnish to Debtor for filing, a termination statement with respect
to its security interest in the Collateral. Upon the filing, or furnishing to
Debtor for filing, of such a termination statement which has been duly executed
on behalf of Secured Party, this agreement shall terminate. Prior to such
termination, this shall be a continuing agreement in every respect.

(c)       This agreement and all
rights, remedies and obligations hereunder, including matters of construction,
validity, and performance, shall be governed by the laws of the State of Alabama
as in effect from time to time. All rights and remedies of Secured Party under
the UCC shall be determined under the applicable provisions as in effect at the
time of the exercise of such rights and remedies.

(d)       All capitalized terms used
in this agreement which are not expressly defined herein shall have the meaning,
if any, assigned to them in the Alabama Uniform Commercial Code as adopted and
in effect from time to time; provided, however, with respect to
any term used herein that is defined in both (i) Article 9 of the Alabama
Uniform Commercial Code as in effect on the date of this agreement and (ii)
Article 9 of the Alabama Uniform Commercial Code as in effect at any subsequent
time, the meaning to be ascribed to such term with respect to any particular
item of property shall be the more encompassing of the two
definitions.

(e)       Debtor agrees to defend,
indemnify and hold harmless Secured Party, and its officers, employees,
attorneys, agents, and each person who controls any of the foregoing, against
all obligations, demands, claims and liabilities claimed or asserted by any
other party in connection with the transactions contemplated by this agreement,
and all losses or expenses incurred or paid by Secured Party as a result
thereof, except for losses arising from or out of Secured Party’s gross
negligence or willful misconduct.

(f)       Debtor waives notice of
acceptance of this agreement. This agreement is effective when signed by Debtor
and delivered to Secured Party, and binds Debtor and inures to the benefit of
Secured Party and their respective heirs, successors, and assigns. The
provisions of this agreement are severable, and the invalidity or
unenforceability of any provision hereof shall not affect the remaining
provisions of this agreement.

12




 

(g)       The paragraph headings in
this agreement are included for ease of reference only and shall not be deemed
to limit the terms of this agreement.

IN WITNESS WHEREOF, the duly authorized officers or agents of Debtor have
executed this agreement on behalf of Debtor on or as of the date set forth
above.

		
      GUARANTOR: 

       

      DISPLAY TECHNOLOGIES,
      INC

      By:                                                                               
Its:                                                                               

       

      DON BELL INDUSTRIES,
      INC.

      By:                                                                               
Its:                                                                               

       

      J. M. STEWART
      MANUFACTURING, INC.

      By:                                                                               
Its:                                                                               

       

      J. M. STEWART
      CORPORATION

       

      By:                                                                               
Its:                                                                               

       

      J. M. STEWART
      INDUSTRIES, INC.

       

      By:                                                                               
Its:                                                                               

       



 

13




 

 

		
      VISION TRUST
      MARKETING, INC.

      By:                                                                               
Its:                                                                               

       

      LOCKWOOD SIGN GROUP,
      INC.

      By:                                                                               
Its:                                                                               

       



 

14




 

 

STATE OF
________________         
)
                                                           
:
COUNTY OF
_____________         
)

 I, the
undersigned, a Notary Public in and for said County in said State, hereby
certify that ___________________________________, whose name as
__________________ of Display Technologies, Inc., a Nevada corporation, is
signed to the foregoing instrument, and who is known to me, acknowledged before
me on this day that, being informed of the contents of the instrument, he as
such officer, and with full authority, executed the same voluntarily for and as
the act of said corporation.

Given under my hand and seal of office this day of ,
2001.




    		
      ________________________________________
Notary
      Public

	[NOTARIAL
    SEAL]	
      My commission
      expires:   _____________________



 

STATE OF
________________         
)
                                                         
   :
COUNTY OF
_____________          
)

I, the undersigned, a Notary Public in and for said County in said State,
hereby certify that ___________________________________, whose name as
__________________ of Don Bell Industries, Inc., a Florida corporation, is
signed to the foregoing instrument, and who is known to me, acknowledged before
me on this day that, being informed of the contents of the instrument, he as
such officer, and with full authority, executed the same voluntarily for and as
the act of said corporation.

Given under my hand and seal of office this day of ,
2001.

 




    		
      ________________________________________
Notary
      Public




    	[NOTARIAL
    SEAL]	
      My commission
      expires:   _____________________



15




 

 

 

STATE OF
________________       
)
                                                   
      :
COUNTY OF
_____________        
)

I, the undersigned, a Notary Public in and for said County in said State,
hereby certify that ___________________________________, whose name as
__________________ of J. M. Stewart Manufacturing, Inc., a Florida corporation,
is signed to the foregoing instrument, and who is known to me, acknowledged
before me on this day that, being informed of the contents of the instrument, he
as such officer, and with full authority, executed the same voluntarily for and
as the act of said corporation.

Given under my hand and seal of office this day of , 2001.




    		
      ________________________________________
Notary
      Public




    	[NOTARIAL
    SEAL]	
      My commission
      expires:   _____________________



 



STATE OF ________________
)
                                                   :
COUNTY OF _____________ ) 

I, the undersigned, a Notary Public in and for said County in said State,
hereby certify that ___________________________________, whose name as
__________________ of J. M. Stewart Corporation, a Florida corporation, is
signed to the foregoing instrument, and who is known to me, acknowledged before
me on this day that, being informed of the contents of the instrument, he as
such officer, and with full authority, executed the same voluntarily for and as
the act of said corporation.

Given under my hand and seal of office this day of ,
2001.

 




    		
      ________________________________________
Notary
      Public

	[NOTARIAL
    SEAL]	
      My commission
      expires:   _____________________



16




 

 

 

STATE OF
________________         
)
                                                       
    :
COUNTY OF
_____________          
) 

I, the undersigned, a Notary Public in and for said County in said State,
hereby certify that ___________________________________, whose name as
__________________ of J. M. Stewart Industries, Inc., a Florida corporation, is
signed to the foregoing instrument, and who is known to me, acknowledged before
me on this day that, being informed of the contents of the instrument, he as
such officer, and with full authority, executed the same voluntarily for and as
the act of said corporation.

Given under my hand and seal of office this day of , 2001.

 




    		
      ________________________________________
Notary
      Public

	[NOTARIAL
    SEAL]	
      My commission
      expires:   _____________________



 



STATE OF ________________
)
                                                
   :
COUNTY OF _____________  ) 

I, the undersigned, a Notary Public in and for said County in said State,
hereby certify that ___________________________________, whose name as
__________________ of Vision Trust Marketing, Inc., a Florida corporation, is
signed to the foregoing instrument, and who is known to me, acknowledged before
me on this day that, being informed of the contents of the instrument, he as
such officer, and with full authority, executed the same voluntarily for and as
the act of said corporation.

Given under my hand and seal of office this day of ,
2001.

 




    		
      ________________________________________
Notary
      Public

	[NOTARIAL
    SEAL]	
      My commission
      expires:   _____________________



17




 

 

 

STATE OF
________________       
)
                                                         
:
COUNTY OF
_____________        ) 

I, the undersigned, a Notary Public in and for said County in said State,
hereby certify that ___________________________________, whose name as
__________________ of Lockwood Sign Group, Inc., a Florida corporation, is
signed to the foregoing instrument, and who is known to me, acknowledged before
me on this day that, being informed of the contents of the instrument, he as
such officer, and with full authority, executed the same voluntarily for and as
the act of said corporation.

Given under my hand and seal of office this day of , 2001.

 




    		
      ________________________________________
Notary
      Public

	[NOTARIAL
    SEAL]	
      My commission
      expires:   _____________________



18




 

EXHIBIT
A

List of
Debtors

 

 

 

	
      Display Technologies,
      Inc.
Address                                                          
Facsimile
      No.:                                                 
E-mail
      Address:                                              
Type
      of
      Organization:                                     
State
      of Organization: Nevada
Organization Number
(if none, so
      state):                                          
	J.M. Stewart Corporation
Address                                                          
Facsimile
      No.:                                                 
E-mail
      Address:                                              
Type
      of
      Organization:                                     
State
      of Organization: Florida
Organization Number
(if none, so
      state):                                          
	Don Bell Industries,
      Inc.
Address                                                          
Facsimile
      No.:                                                 
E-mail
      Address:                                              
Type
      of
      Organization:                                     
State
      of Organization: Florida
Organization Number
(if none, so
      state):                                          	J.M. Stewart Industries, Inc.
Address                                                          
Facsimile
      No.:                                                 
E-mail
      Address:                                              
Type
      of
      Organization:                                     
State
      of Organization: Florida
Organization Number
(if none, so
      state):                                          
	J. M. Stewart
      Manufacturing,
      Inc.
Address                                                          
Facsimile
      No.:                                                 
E-mail
      Address:                                              
Type
      of
      Organization:                                     
State
      of Organization: Florida
Organization Number
(if none, so
      state):                                          	Vision Trust Marketing, Inc.
Address                                                          
Facsimile
      No.:                                                 
E-mail
      Address:                                              
Type
      of
      Organization:                                     
State
      of Organization: Florida
Organization Number
(if none, so
      state):                                          
		Lockwood Sign Group,
      Inc.
Address                                                          
Facsimile
      No.:                                                 
E-mail
      Address:                                              
Type
      of
      Organization:                                     
State
      of Organization: Florida
Organization Number
(if none, so
      state):                                          


19




 

 

SCHEDULE
1

COMMERCIAL TORT
CLAIMS

 Describe specific Commercial Tort Claims in which a security interest is
granted to Secured Party.

 

 

 

20




 

SCHEDULE
5(b)

 CURRENT TRADE NAMES OR NAME STYLES

 List any trade names or name styles under which
Debtor does business.

 

 

 

PREVIOUS LEGAL NAMES,
TRADE NAMES OR NAME STYLES 

 

List any legal name, trade
name, or name styles under which Debtor has done business in the last 5
years.

 

21




 

SCHEDULE
5(d)

OTHER LIENS AND SECURITY
INTERESTS

 

 

List name of creditor and
describe collateral subject to any lien or security interest:

 

 

 

UCC FINANCING STATEMENTS
FILED AGAINST ANY COLLATERAL

List any financing
statements filed with respect to all or any part of the
Collateral:

 

 


	
      Filing
      Office
	
      Date
      Filed
	
      File
      Number
	
      Collateral



 

 

22




 

SCHEDULE
5(e)

 LOCATION(S) OF COLLATERAL

List all places of business
or addresses where Collateral (including Inventory, Equipment, Fixtures, and
other tangible property) is kept or stored. (Failure to list any address where
Collateral is located shall not limit Secured Party’s security interest, which
covers all Collateral, wherever located.)

 


  
	
      Address
	
      City
	
      County
	
      State






 

 

 

 

 

 

*   If any
Collateral is Fixtures, give the legal description and record owner of the real
property to which the Fixtures are or will be attached. If any Collateral is
located on real property that is not owned by Debtor,

 

23




 

give the name and
address of the record owner of the real property (a landlord lien waiver will be
required). Use additional sheets if necessary.

 

 

 

 

 

 

24




 

SCHEDULE
5(f)

DEBTOR’S CHIEF
EXECUTIVE OFFICE AND ADDRESS(ES)
WHERE RECORDS ARE KEPT

 Debtor’s chief executive office is located at the following
address:

 

 

 

 

Other location(s) of
Debtor’s chief executive office within the previous five (5)
years:

 

 

 

 

Debtor’s Records concerning
its Accounts, Payment Intangibles, and other intangible Collateral are kept at
the following address(es) (if different from the location of the Debtor’s chief
executive office):

25




 

SCHEDULE
5(i)

 SUBSIDIARIES AND AFFILIATES

 

List all of Debtor’s
subsidiaries and affiliates (parent, sister corporation, companies under common
management or control with Debtor, etc.), and reflect ownership
percentages:

 

 

 

 

 

 

 

26




 

UNIFORM COMMERCIAL CODE -
FINANCING STATEMENT

FORM UCC-1
ALA.

	
      [__]The Debtor is a
      transmitting utility as defined
      in
       ALA CODE
      7-9-105(n).
	
      No. of Additional Sheets
      Presented:
______________
	
      This Financing Statement
      is presented to a Filing Officer for filing pursuant to the Uniform
      Commercial Code.



	
      1.
	Return copy or
      recorded original to:
      ___________________________
Bradley Arant Rose & White
      LLP
2001 Park Place, Suite 1400
Birmingham, Alabama
      35203-2736
	THIS SPACE FOR USE OF
      FILING OFFICER
Date, Time, Number & Filing Office
	2.	Name and Address of
      Debtor
                                 (Last
      Name First if a Person)
      _____________________________
_____________________________
_____________________________

Social
      security/Tax ID#_______________________

	2A.	
      Name and Address of
      Debtor (If
      any)               (Last
      Name First if a Person)

       

      Social Security/Tax ID
      #_____________________________________

	[__]	Additional debtors on
      attached UCC-E
	3.	SECURED
      PARTY                                         (Last
      Name First if a Person)
      _____________________________
_____________________________
_____________________________

Social
      security/Tax ID#_______________________
	4. ASSIGNEE OF SECURED
      PARTY           (Last
      Name First if a Person)
     (If any)
                   
	[__]	Additional secured
      parties on attached UCC-E.
	5.	The
      Financing Statement Covers the Following Types (or items) of
      Property:
      See Schedule I attached hereto
      and incorporated herein by reference. 

                                                                                                                                        5A.
      Enter Code(s) From Back of Form That
      Best
                                                                                                                                         Describes
      The Collateral Covered By This
      Filing:


                                                                                                                                        ___ ___ ___                                          ___ ___ ___
                                                                                                                                        ___ ___ ___                                          ___ ___ ___
                                                                                                                                        ___ ___ ___                                          ___ ___ ___



      (To be filed with
      _______________________________)

      Check X if
      covered  [x[ Products of Collateral are also covered

	6.


[_]

[_]

[_]

[_]
[_]	This
      statement is filed without the debtor’s signature to perfect a security
      interest in collateral (check X, if so)

already subject to a
      security interest in another jurisdiction when it was brought into this
      state.
already subject to a security interest in another jurisdiction
      when debtor’s location changed to this state.
which is proceeds of the
      original collateral described above in which a security interest is
      perfected.
acquired after a change of name, identity or corporate
      structure of debtor.
as to which the filing has lapsed.	
      7.       Complete only when
      filing with the Judge of
      Probate:
          The
      initial indebtedness secured by this financing
      statement
           is
      $_____________________.

                Mortgage
      tax due (154 per $100.00 or fraction
      thereof)
          $__________________________

___________________________________________________________
8.       [__]This
      financing statement covers timber to be cut, crops,
      or
          fixtures and
      is to be cross indexed in the real estate mortgage
      records
         
      (Describe real estate and if debtor does not have an interest of
      record,
          give
      name of record owner in Box 5)



			
      Signatures of Secured
      Party(ies)
(Required only if filed without debtor’s Signature - see Box
      6)






	
      By:                                                                                    __________
                

      
Signature(s) of Debtor(s)	
       
                                                                                             
Signature(s) of Secured Party(ies) or Assignee

	                                                                                    ___      _______
                

      Signature(s) of Debtor(s)	 
                                                                                             

      Signature(s) of Secured Party(ies) or
  Assignee
	                                                  {                     }               __________
                

      Type Name of Individual or Business	 
                                                                                             

      Type name of Individual or
Business


 




 

 

SCHEDULE I
TO UCC-1
FINANCING STATEMENT

 

	
      DEBTOR:
	
      SECURED
      PARTY:

	
       

       

       
	
       

       

       

       




This financing statement
covers the following types (or items) of property:

All of Debtor’s right,
title and interest in and to the following property, assets and rights, and all
Proceeds and products thereof, all of which shall constitute original collateral
hereunder, wherever located, and whether now owned or hereafter acquired or
arising (all of the same being hereinafter referred to as the
“Collateral”):

(a)
     Accounts, including
Health-Care-Insurance Receivables;

(b)
     Inventory, including
all goods, merchandise, raw materials, work in process, finished goods, and
other tangible personal property held for sale or lease or furnished or to be
furnished under contracts of service or used or consumed in Debtor’s
business;

(c)
     Equipment;

(d)      General Intangibles,
including Payment Intangibles, Software, patents, patent applications,
trademarks, trademark applications, trade names, copyrights, copyright
applications, engineering drawings, service marks, customer lists, goodwill, and
all licenses, permits, agreements of any kind or nature pursuant to which Debtor
possesses, uses or has the authority to possess or use property of others;

(e)
     Records indicating,
summarizing or evidencing its assets or liabilities, or relating to its business
operations or financial condition;

(f)
     Accessions and
Commingled Goods;

            (g)
                 Investment
            Property and Commodity Accounts;

(h)
     Letters of Credit,
Letter-of-Credit Rights, Instruments, Promissory Notes, Drafts, Documents, and
Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper);

 



 


(i)
      Money or other assets
of Debtor that now or hereafter come into the possession, custody, or control of
Secured Party or any agent or bailee thereof;

                (j)
                      Deposit
                Accounts;


                (k)
                     As-Extracted Collateral;

                (l)
                      Manufactured Homes;

                (m)
                     Commercial Tort Claims described on Schedule I-A attached
                hereto;

                (n)
                     Farm
                Products and timber;

                (o)
                     Fixtures;


(p)
     Supporting Obligations
with respect to any of the Collateral; and

(q)
     to the extent not
listed above as original collateral, Proceeds and products, whether tangible or
intangible, of any of the above-described property, including Proceeds of
insurance covering any or all of the above-described property, and any other
tangible or intangible property or rights resulting from the sale, exchange,
collection, or other disposition of any of the foregoing, or any portion thereof
or interest therein, and the Proceeds thereof.

                


 Capitalized terms used in
this financing statement without definitions shall have the respective meanings
given to them under the Uniform Commercial Code as adopted and in effect from
time to time under the applicable jurisdiction. As used in this financing
statement, unless the context clearly requires otherwise:



            	

            


                	

            (a)


                	

            References
            to “Proceeds” do not authorize any sale, transfer, or other
            disposition of Collateral by the Debtor.


                
	

            


                	

            (b)


                	

            The words
            “includes” and “including” are not limiting, but instead have the
            inclusive meaning represented by the phrase “including, without
            limitation.”


                
	

            


                	

            (c)


                	

            The word
            “or” has the inclusive meaning represented by the phrase
            “and/or.”


                
	

            

                	

            (d)

                	

            The word
            “all” includes “any” and the word “any” includes
            “all.”

                
	
            

                	
            (e)

                	
            References
            to the plural include the singular, and references to the singular
            include the plural.

                
	
            

                	
            (f)

                	
            References
            to any gender include each other gender.

                
	
            

                	
            (g)

                	
            References
            to any law include every amendment or supplement to it, rule and
            regulation adopted under it, and successor or replacement for
            it.

                



     






 


 

SCHEDULE
I-A

 

DESCRIPTION OF COMMERCIAL
TORT CLAIMS

 

 

 

 

 

 


     




 


 

            
[NOTE TO BARW USER: THIS
PAGE (WHICH TRACKS THE BACK OF THE STANDARD UCC-1 FORM FOR ALABAMA) IS INCLUDED
AS PART OF THIS MASTER FORM FOR YOUR CONVENIENCE, BUT SHOULD BE REMOVED BEFORE
FILING.]

INSTRUCTIONS --
UCC-1


	

    15
	

    Please type this form
    in black. Do not write in Filing Office space.

	
    

            16
	
    If the space provided
    for any item(s) on this form is inadequate, the item(s) should be continued
    on an additional sheet(s), preferably the UCC-E EXTENSION FORM, but you may
    use any 5" x 8" or 8" x 10" sheet. Three copies of such
    additional sheets should be presented to the filing officer with a set of at
    least three copies of the UCC-1 financing form.

	
    17
	
    Each debtor box should
    contain only one name and address. The UCC-E should be used for any
    additional debtors or debtor addresses.

	
    18
	
    The filing fee for the
    UCC-1 form is $10.00 with one debtor and one debtor address and $1.00 for
    each additional debtor or debtor address. If the UCC-E form is used for
    additional sheets, there is no charge for the sheet itself but there is a
    $1.00 per page charge for any other additional sheets. Please state at top
    of form the number of additional sheets presented.

	
    19
	
    If the debtor is a
    UTILITY as defined in ALA. CODE   7-9-105(n), check box 1.

	
    20
	
    If this is an original
    filing for a security interest that has been assigned, you may type the name
    and address of the assignee in box 4 at no additional charge.

	
    21
	
    The financing statement
    must be signed by the debtor unless one of the reasons in block 6 applies.
    The secured party must sign if you check one of the boxes in block 6.

	
    22
	
    If collateral is timber
    to be cut, crops, or fixtures and is to be cross indexed in the real estate
    mortgage records, check box 8 and describe real estate and if debtor does
    not have an interest of record, give name of record owner in box 5.

	
    23
	
    Please choose the
    collateral code(s) below that best describe(s) the collateral set out in
    block 5 and enter one or more in block 5A.





 



  

	
      
      000 -- ACCOUNTS
          RECEIVABLE

      001 -- ACCOUNTS
          RECEIVABLE

      100 -- CHATTEL
          PAPER

      101 --
          INSTRUMENTS

      102 --
          LEASES

      103 -- SECURITY
          AGREEMENTS

      200 -- CONTRACT
          RIGHTS

      300 --
          EQUIPMENT

      301 --
          FARM

      302 --
          FURNITURE

      303 --
          HEAVY

      400 -- FARM
          PRODUCTS

      401 --
          CROPS

      402 --
          LIVESTOCK

      


 	
      

          500 -- FIXTURED
          [sic]

          600 --
          GOODS

          601 --
          AUTOMOBILES

          602 -- MOBILE
          HOMES 

          700 --
          INTANGIBLES

          800 --
          INVENTORY

          801 --
          APPLIANCES

          802 --
          AUTOMOBILES

          803 --
          FURNITURE

          804 -- MOBILE
          HOMES

          900 --
          SECURITIES

          901 --
          BONDS

          902 -- STOCKS
      







 THESE CODES ARE NOT TO BE
USED AS LEGAL DESCRIPTION. They are only for sorting purposes and you may use
the first code under each section that is applicable or define it further by
using a code under that section that more closely describes the collateral.
Example: If inventory is the collateral you may use “800” or if this inventory
is mobile homes you may choose to use “804”
instead.