FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT




Exhibit 10.167

FORM OF

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


THIS FIFTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT (the “Amendment”) is made this 31st day of October,
2001, by and among Display Technologies, Inc., a Nevada corporation
(“Display” or “Parent”), 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”); and Lockwood Sign Group, Inc., a
Florida corporation (“Lockwood”) (jointly and severally, along with
AmeriVision Outdoor, Inc., the “Borrower”); and SouthTrust Bank,
an Alabama banking corporation formerly doing business as SouthTrust Bank,
National Association, with its principal office in Birmingham, Alabama
(“Bank”), and amends the Loan and Security Agreement by and among the
Borrower and the Bank, among others, dated as of January 17, 2001, (as amended,
the “Loan Agreement”) as amended by the Amendment to Loan and Security
Agreement and Promissory Notes dated June 29, 2001, as further amended by the
Second Amendment to Loan and Security Agreement and Promissory Notes dated July
13, 2001 as further amended by the Third Amendment to Loan and Security
Agreement and Promissory Notes dated July 31, 2001, as further amended by the
Fourth Amendment to Loan and Security Agreement dated August 3, 2001 (the
“Fourth Amendment”).


R E C I T A L S:


A.      The
Borrower and the Bank are parties to the Loan Agreement. Pursuant to the terms
of the Loan Agreement, the Loans are scheduled to mature on November 3, 2001
(the “Existing Maturity Date”), unless earlier accelerated pursuant to
the terms of the Loan Agreement.

B.      The
Borrower has requested that the Bank agree to a modification of the Loan
Agreement and the Loan Documents to provide for an extension of the scheduled
maturity of the Loans until January 31, 2002, in order to provide the Borrower
with additional time within which to negotiate and close sales of the Borrower’s
businesses and assets on a going concern basis. The Bank is willing to agree to
such modification of the Loan Agreement and the Loan Documents and such
extension of the scheduled maturity date, but only upon the terms and conditions
set forth herein.

NOW, THEREFORE, Bank and Borrower
agree as follows:


1.      Defined
Terms.

a. 
    Capitalized terms used but not defined herein shall have
the same meanings assigned to such terms in the Loan Agreement unless
specifically modified or superseded hereby.

b.      The
term “Agreement,” as used in the Loan Agreement, shall mean the Loan
Agreement as modified hereby.


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c.      The
term “Maturity Date” is amended to mean January 31, 2002, or
any earlier date on which the Revolving Loan becomes due and payable.


2.      Term
Loan.  Section 2.2(b) of the Loan Agreement, as amended by Section 7 of
the Fourth Amendment, is hereby amended by deleting the phrase “November 3,
2001” and replacing it with the phrase “January 31, 2002.”


3.      Reaffirmation
of Representations and Warranties in Loan Documents.  Except for
the representations in section 5.4, 5.6, 5.11, 5.12, 5.13 and 5.17 of the Loan
Agreement, the Borrower hereby ratifies and reaffirms each of the
representations and warranties made to the Bank in Article V of the Loan
Agreement and all the representations and warranties made in the Fourth
Amendment, and avers that such representations and warranties remain true and
correct as of the date of this Agreement.


4.      Reaffirmation
of Covenants.  The Borrower hereby ratifies and reaffirms each of
its covenants made in the Loan Documents, including, without limitation, the
covenants made in the Fourth Amendment, and further ratifies and reaffirms his,
her or its obligation to and agreement with the Bank to perform such covenants
for the benefit of the Bank.


5.      Consent
to Relief from Stay.  The Borrower hereby agrees that, in consideration
of the recitals, waivers, and mutual covenants contained herein, and for other
good and valuable consideration, including the amendment hereby, the Loan
Agreement and the other Loan Documents, the receipt and sufficiency of which are
hereby acknowledged, in the event any of the Borrower (by its own action, or the
action of any other persons) shall, on or before the date Bank is paid in full
on the indebtedness as evidenced by the Loan Agreement and the other Loan
Documents, file with a bankruptcy court of competent jurisdiction or be the
subject of any petition for relief under Title 11 of the U.S. Code (the
“Bankruptcy Code”), as amended, or any otherwise applicable law of any
jurisdiction, be the subject of any order for relief issued under the Bankruptcy
Code, file or be the subject of any petition seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any present or future federal or state act or law relating to
bankruptcy, insolvency, or other relief for debtors, have sought or consented to
or acquiesced in the appointment of any trustee, receiver, conservator,
liquidator, be the subject of any order, judgment or decree entered by any court
or competent jurisdiction approving a petition filed against such party for any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any present or future federal or state act
or law relating to bankruptcy, insolvency, or relief for debtors, Bank shall
thereupon be entitled to relief from any automatic stay imposed by Section 362
of Bankruptcy Code, or otherwise, on or against the exercise of the rights and
remedies otherwise available to Bank as provided in the Loan Agreement and the
other Loan Documents, as hereby amended, and as otherwise provided by law,
including, without limitation, its right to foreclose upon and repossess the
Collateral, and each of the Borrowers hereby waives the benefits of such
automatic stay and consents and agrees to raise no objection to any request made
by Bank for such relief.


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6.      Release. 
Each of the Borrowers hereby releases, acquits, and forever discharges Bank,
and each and every past and present subsidiary, affiliate, stockholder, officer,
director, agent, servant, employee, representative, and attorney of Bank, and
the Bank’s participant in the Revolving Loan, The Banker’s Bank (the
“Participant”), and each and every past and present subsidiary,
affiliate, stockholder, officer, director, agent, servant, employee,
representative, and attorney of the Participant, from any and all claims, causes
of action, suits, debts, liens, obligations, liabilities, demands, losses, costs
and expenses (including attorneys’ fees) of any kind, character, or nature
whatsoever, known or unknown, fixed or contingent, which any of the Borrowers
may have or claim to have now or which may hereafter arise out of or connected
with any act of commission or omission of Bank or Participant, existing or
occurring prior to the date of this Agreement or any instrument executed prior
to the date of this Agreement including, without limitation, any claims,
liabilities or obligations arising with respect to the Loan Agreement or any of
the Loan Documents. The provisions of this section shall be binding upon each of
the Borrowers, and their respective successors and assigns, and shall inure to
the benefit of Bank, the Participant, and their respective successors and
assigns.


7.      WAIVER
OF RIGHT TO TRIAL BY JURY.  BORROWER AND BANK HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF
ACTION (A) ARISING OUT OF OR IN ANY WAY PERTAINING OR RELATING TO THIS
AGREEMENT, THE LOAN AGREEMENT, THE NOTES, THE LOAN DOCUMENTS, OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS
AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR PERTAINING OR RELATED TO OR
INCIDENTAL TO ANY DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT,
THE LOAN AGREEMENT, THE NOTES, THE LOAN DOCUMENTS, OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR IN
CONNECTION WITH THE TRANSACTIONS RELATED THERETO OR CONTEMPLATED THEREBY
OR THE EXERCISE OF ANY PARTY’S RIGHTS AND REMEDIES THEREUNDER, IN ALL OF THE
FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING
IN CONTRACT, TORT OR OTHERWISE. BORROWER AND BANK AGREE THAT EITHER OR BOTH OF
THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE
KNOWING, VOLUNTARY AND BARGAINED AGREEMENT BETWEEN THE PARTIES IRREVOCABLY TO
WAIVE TRIAL BV JURY, AND THAT ANY DISPUTE OR CONTROVERSY WHATSOEVER BETWEEN THEM
SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING
WITHOUT A JURY.


8.      Miscellaneous.


a.      Scope
of Agreement.  Except as expressly modified by this Agreement, the
provisions of the Loan Agreement, the Revolving Note, the Term Note, and other
Loan Documents shall remain in full force and effect. Nothing contained in this
Agreement shall be construed to impair the security of the Bank under the Loan
Agreement, the Revolving Note, the Term Note, and 


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 other Loan Documents , nor
affect or impair any rights or powers that the Bank may have under the Loan
Agreement, the Revolving Note, the Term Note, and other Loan Documents in case
of the Borrower’s nonperformance of the terms, provisions and covenants
contained in this Agreement or in the case of the occurrence of an Event of
Default other than the Events of Default specified in the recitals to the Loan
Agreement. All agreements of and undertakings by the Borrower pursuant to this
Agreement are intended to be cumulative with any other agreements or
undertakings by the Borrower under the Loan Agreement, the Revolving Note, the
Term Note, and other Loan Documents and are not intended to limit the generality
of any such agreement or undertaking. The Borrower hereby ratifies and confirms
the validity and effectiveness of the Loan Agreement, the Revolving Note, the
Term Note, and other Loan Documents as modified by this Agreement. This
Agreement constitutes the entire agreement of the parties and may only be
amended pursuant to a writing signed by all of the parties hereto.


b.      No
Waiver.  This Agreement is not intended to operate as, and shall
not be construed as, a waiver of any Event of Default, whether known to Bank or
unknown, as to which all rights of Bank shall remain reserved.


c.      Governing
Law. This Agreement shall be governed by, and shall be construed in
accordance with, the laws of the State of Alabama, without regard to principles
governing conflicts of law, and all applicable laws of the United States of
America.


d.      Counterparts. 
This Agreement may be executed in multiple counterparts, each of which shall be
an original and all of which, taken together, shall constitute but one and the
same agreement among the parties.


e.      Binding
Nature.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.


f.      Captions. 
The captions to the sections and paragraphs of the Agreement are for the
convenience of the parties only, and are not a part of this Agreement.


g.      Time
of the Essence.  Time is of the essence under this Agreement.


h.      No
Release of Borrower.  Nothing herein is, or shall be construed as,
a release of any of the obligations and liabilities of any of the Borrowers
(including, without limitation, AmeriVision Outdoor, Inc., which is presently in
chapter 11 bankruptcy and, therefore, is not a signatory to this Agreement), to
the Bank under the Loan Agreement, the Revolving Note, the Term Note, and other
Loan Documents, as the same are amended hereby, or of any of the Collateral
securing the Borrower’s obligations to the Bank.


i.      Further
Documents.  Each of the Borrowers agrees to execute and deliver, or
cause to be executed and delivered, to Bank from time to time such additional
confirmatory or supplementary agreements, notices or other documents,
instruments or agreements as Bank may, in its sole discretion, request which are
in Bank’s judgment necessary or desirable to obtain for Bank the benefit of this
Agreement.


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j.      Interpretation. 
This Agreement shall be construed to liberally effectuate the rights and
remedies of the parties hereto as expressed herein, and neither such principle
of interpretation nor the express language of this Agreement shall be impaired
or adversely affected by any instruments and documents executed in connection
herewith. The deletion of any provision from a prior draft of this Agreement
shall not and shall not be deemed to constitute (and shall not be used as)
evidence of any fact or interpretation, since the parties may disagree as to the
meaning and effect of such a deletion, as no prior draft of this Agreement shall
be admissible as evidence of the meaning of this Agreement. Should any provision
of this Agreement, the Loan Agreement, or any of the other Loan Documents
require judicial interpretation, it is agreed that a court interpreting or
construing same shall not apply a presumption that the terms hereof shall be
more strictly construed against one party by reason of the rule of construction
that a document is to be construed more strictly against the party who itself or
through its agent prepared the same, it being agreed that all parties hereto
have participated in the preparation hereof and of the Loan Agreement and other
Loan Documents.


k.      No
Course of Conduct.  At no time shall the prior or subsequent course
of conduct by any of the Borrowers or Bank directly or indirectly limit, impair
or otherwise adversely affect any of the parties’ rights or remedies in
connection with this or any of the instruments and documents executed in
connection herewith, since the parties hereto agree that this Agreement shall
only be amended by written instruments executed by the parties, as provided
herein.


l.      No
Third Parties Benefitted. This Agreement is made and entered into for
the protection and benefit of the parties hereto, the Participant, and their
respective successors and assigns, and no other person or entity shall be a
direct or indirect beneficiary of or have any direct or indirect cause of action
or claim in connection with this Agreement, the Loan Agreement, or any of the
other Loan Documents.


m.      No
Further Commitment.  Without limiting the foregoing, each of the
Borrowers expressly acknowledges that (i) the Bank has not made and is not
making any commitment for, and that there is no understanding, explicit or
implicit, relating to, or affecting, financing for any time beyond the end of
the Forbearance Period, and (ii) the Bank has made no commitment with respect
to, and there is no understanding, explicit or implicit, relating to or
affecting the terms of any further restructure or workout of the Loans other
than as expressly provided in this Agreement.


n.      Limited
Relationships.  Neither Bank nor any representative of Bank at any
time has agreed or consented to being an agent, principal, business associate or
participant, joint venturer, partner or alter ego of any of the Borrowers or any
of their affiliates, and no such relationship is contemplated. No person except
employees of the Bank and the Bank’s counsel has at any time been directly or
indirectly authorized by the Bank to directly or indirectly represent, speak or
act for or on behalf of the Bank with respect to any matter whatsoever related
to, arising out of or connected with this Agreement or any other matter or
contract.


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IN WITNESS WHEREOF, the parties have
hereunto set their hands and seals effective as of the date first above written.

 


  
  	 	 	
        BORROWER:

	 	 	 
	 	 	
        DISPLAY TECHNOLOGIES, INC.,

	 	 	
        a Nevada corporation

	  	 	 
	  	 	
	 	 	
            
        

      
	 	 	
        By:   Bill Lunsford
        


      
	 	 	
        Its:
        


      
	  	 	 
	  	 	 
	 	 	
        DON BELL INDUSTRIES, INC.,

	 	 	
        a Florida corporation

	  	 	 
	  	 	
	 	 	
            
        

      
	 	 	
        By:    Bill Lunsford
        


      
	 	 	
        Its:
        


      
	  	 	 
	  	 	 
	 	 	
        J. M. STEWART MANUFACTURING, INC.,

	 	 	
        a Florida corporation

	  	 	 
	  	 	
	 	 	
           
        

      
	 	 	
        By:     Bill Lunsford
        


      
	 	 	
        Its:
        


      
	  	 	 
	  	 	 
	 	 	
        J. M. STEWART CORPORATION,

	 	 	
        a Florida corporation

	  	 	 
	  	 	 
	 	 	
             
        

      
	 	 	By:     Bill Lunsford
        

      
	 	 	
        Its:
        


      
	 	 	 


  



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        J. M. STEWART INDUSTRIES, INC.,

	 	 	
        a Florida corporation

	   	 	 
	   	 	
	 	 	
           
        

      
	 	 	
        By:      Bill Lunsford
        


      
	 	 	
        Its:
        


      
	   	 	 
	   	 	 
	 	 	
        VISION TRUST MARKETING, INC.,

	 	 	
        a Florida corporation

	  	 	 
	  	 	
	 	 	
             
        

      
	 	 	
        By:     Bill Lunsford
        


      
	 	 	
        Its:
        


      
	   	 	 
	   	 	 
	 	 	
        LOCKWOOD SIGN GROUP, INC.

	 	 	
        a Florida corporation

	  	 	 
	  	 	     
	 	 	
              
        

      
	 	 	
        By:     Bill Lunsford
        


      
	 	 	
        Its:
        


      
	  	 	 
	  	 	 
	 	 	
        BANK:

	  	 	 
	 	 	
        SOUTHTRUST BANK

	  	 	 
	  	 	 
	 	 	
        

      
	 	 	
        By:
        


      
	 	 	
        Its:
        


      


  


 

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STATE OF
_________________               
)

                                                                    
:

_________________
COUNTY                  )

 

I, the undersigned, a notary public
in and for said county in said state, hereby certify that , whose name as
_______________ of Display Technologies, Inc. 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 said instrument, he, in his capacity as such
_______________, executed the same voluntarily on the day the same bears date.

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

 

	 	
      

      
	 	
      Notary Public

	 	 
	
      [NOTARIAL SEAL]
	
      My commission expires:
      


    


 

 

STATE OF
_________________               
)

                                                                    
:

_________________
COUNTY                  )

 

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. 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 said instrument, he, in his capacity as such
_______________, executed the same voluntarily on the day the same bears date.

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

 

	 	
      

      
	 	
      Notary Public

	 	 
	
      [NOTARIAL SEAL]
	
      My commission expires:
      


    


8




   


 

STATE OF
_________________               
)

                                                                    
:

_________________
COUNTY                  )

 

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. 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 said instrument, he, in his capacity as such
_______________, executed the same voluntarily on the day the same bears date.

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

 

	 	
      

      
	 	
      Notary Public

	 	 
	
      [NOTARIAL SEAL]
	
      My commission expires:
      


    


 

STATE OF
_________________               
)

                                                                    
:

_________________
COUNTY                  )

 

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 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 said instrument, he, in his capacity as such
_______________, executed the same voluntarily on the day the same bears date.

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

 

	 	
      

      
	 	
      Notary Public

	 	 
	
      [NOTARIAL SEAL]
	
      My commission expires:
      


    


9




   


 

STATE OF
_________________               
)

                                                                   
:

_________________
COUNTY                 )

 

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. 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 said instrument, he, in his capacity as such
_______________, executed the same voluntarily on the day the same bears date.

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

 

	 	
      

      
	 	
      Notary Public

	 	 
	
      [NOTARIAL SEAL]
	
      My commission expires:
      


    


 

 

STATE OF
_________________               
)

                                                                    
:

_________________
COUNTY                  )

 

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. 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 said instrument, he, in his capacity as such
_______________, executed the same voluntarily on the day the same bears date.

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

 

	 	
      

      
	 	
      Notary Public

	 	 
	
      [NOTARIAL SEAL]
	
      My commission expires:
      


    


 

10




   


 

STATE OF
_________________               
)

                                                                    
:

_________________
COUNTY                  )

 

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. 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 said instrument, he, in his capacity as such
_______________, executed the same voluntarily on the day the same bears date.

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

 

	 	
      

      
	 	
      Notary Public

	 	 
	
      [NOTARIAL SEAL]
	
      My commission expires:
      


    


 

 

STATE OF
ALABAMA                         
)

                                                                
:

JEFFERSON
COUNTY                          )

 

I, the undersigned, a notary public
in and for said county in said state, hereby certify that , whose name as
_______________ of SouthTrust Bank 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 said instrument, he, in his capacity as such _______________,
executed the same voluntarily on the day the same bears date.

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

 

	 	
      

      
	 	
      Notary Public

	 	 
	
      [NOTARIAL SEAL]
	
      My commission expires:
      


    


 

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