SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND PROMISSORY NOTES




Exhibit 10.164

FORM OF

SECOND AMENDMENT TO LOAN AND SECURITY

AGREEMENT AND PROMISSORY NOTES


THIS SECOND AMENDMENT TO LOAN AND
SECURITY AGREEMENT AND PROMISSORY NOTES made this 13th day of July, 2001,
between 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”); Lockwood Sign Group, Inc., a Florida
corporation (“Lockwood”); AmeriVision Outdoor, Inc., a Florida
corporation (“AmeriVision”) (collectively, 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 (1) the Loan and Security
Agreement by and among the Borrower and the Bank, among others, dated as of
January 17, 2001, as amended by the Amendment to Loan and Security Agreement and
Promissory Notes dated June 29, 2001 (as amended, the “Loan
Agreement”), (2) the Revolving Note dated January 17, 2001 in the principal
amount of $14,877,510.44 made by Borrower, among others, to order of Bank (as
amended, the “Revolving Note”), and (3) the Amended and Restated Term
Note dated January 17, 2001 in the principal amount of $456,915.66 made by
Borrower, among others, to order of Bank (as amended, the “Term
Note”).


R E C I T A L S:


A.        The
Borrower and the Bank are parties to the Loan Agreement, the Revolving Note, and
the Term Note.

B.        The
Borrower has requested that the Bank modify certain terms of the Original Loan
Agreement, the Revolving Note, and the Term Note, and the Bank is willing to do
so, but only upon the terms and conditions set forth herein.

NOW, THEREFORE, Bank and Borrower
agree as follows:


1.        Defined
Terms.  Capitalized terms used but not defined herein shall
have the same meanings assigned to such terms in the Loan Agreement. The term
“Agreement,” as used in the Loan Agreement, shall mean the Loan
Agreement as modified hereby.


2.        Revolving
Loan.  Section 2.1(e) of the Loan Agreement is hereby amended
by deleting the phrase “July 13, 2001” and replacing it with
“July 31, 2001.”


3.        Term
Loan.  Section 2.2(b) of the Original Loan Agreement is hereby
amended by deleting the phrase “July 13, 2001” and replacing it with
the phrase “July 31, 2001.”

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4.        Revolving
Note.  The Revolving Note is hereby amended by extending the
scheduled maturity date of such note from July 13, 2001 until July 31, 2001.


5.        Term
Note.  The Term Note is hereby amended by extending the
scheduled maturity date of such note from July 13, 2001 until July 31, 2001.


6.        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.


7.        
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 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 

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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, which is presently in chapter 11
bankruptcy and which is and shall remain a Borrower under the Loan Agreement,
the Revolving Note, the Term Note, and other Loan Documents, as the same are
amended hereby) to the Bank under the Original Loan Agreement, the Revolving
Note, the Term Note, and other Loan Documents, as the same are amended hereby,
or of any of the Collateral and Additional Collateral securing the Borrower’s
obligations to the Bank.

[Remaining page intentionally left blank.]

 

 

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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:  James C. Taylor
        


      
	 	 	
        Its:
        


      
	  	 	 
	  	 	 
	 	 	
        DON BELL INDUSTRIES, INC.,

	 	 	
        a Florida corporation

	  	 	 
	  	 	 
	  	 	  
	 	 	
            
        

      
	 	 	
        By:   Bill Lunsford
        


      
	 	 	
        Its:
        


      
	  	 	 
	  	 	 
	 	 	
        J. M. STEWART MANUFACTURING, INC.,

	 	 	
        a Florida corporation

	  	 	 
	  	 	 
	  	 	 
	 	 	
             
        

      
	 	 	
        By:  James C. Taylor
        


      
	 	 	
        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:   James C. Taylor
        


      
	 	 	
        Its:
        


      
	   	 	 
	   	 	 
	 	 	
        VISION TRUST MARKETING, INC.,

	 	 	
        a Florida corporation

	  	 	 
	  	 	
	 	 	
           
        

      
	   	 	
        By:  James C. Taylor
        


      
	 	 	
        Its:
        


      
	   	 	 
	   	 	 
	 	 	
        LOCKWOOD SIGN GROUP, INC.

	 	 	
        a Florida corporation

	  	 	 
	  	 	 
	 	 	
            
        

      
	 	 	
        By:    James C. Taylor
        


      
	 	 	
        Its:
        


      
	   	 	 
	   	 	 
	 	 	
        AMERIVISION OUTDOOR, INC.,

	 	 	
        a Florida corporation

	  	 	 
	  	 	
	 	 	
           
        

      
	 	 	
        By:   Gary A. Downing
        


      
	 	 	
        Its:
        


      
	  	 	 
	  	 	 
	 	 	
        BANK:

	  	 	 
	 	 	
        SOUTHTRUST BANK

	  	 	 
	  	 	 
	 	 	
        

      
	 	 	
        By:
        


      
	 	 	
        Its:
        


      


  


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STATE OF
NEVADA                                 
)

                                                                    
:

_________________
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
FLORIDA                            
)

                                                                
:

_______________
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:
      


    


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STATE OF
FLORIDA                                
)

                                                                    
:

_________________
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
FLORIDA                               
)

                                                                   
:

_________________
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:
      


    


7




   


 

STATE OF
FLORIDA                               
)

                                                                   
:

_________________
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
FLORIDA                               
)

                                                                    
:

________________
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:
      


    


 

8




   


 

STATE OF
FLORIDA                              
)

                                                                   
:

________________
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
________________                  
)

                                                                      
:

_________________
COUNTY                  
)

 

I, the undersigned, a notary public
in and for said county in said state, hereby certify that , whose name as
_______________ of AmeriVision Outdoor, 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:
      


    


9




   


 

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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