First Amendment to Promissory Notes




Exhibit 10.163

FORM OF

AMENDMENT TO LOAN AND SECURITY


AGREEMENT AND PROMISSORY NOTES


THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT AND PROMISSORY
NOTES made this   29th   day of June, 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 (the
“Original 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 (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 (the “Term Note”).


R E C I T A L S:


A.        On January 17, 2001, the Borrower and the Bank entered
into the Original 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
Original Loan Agreement. The term “Agreement,” as used in the Original
Loan Agreement, shall mean the Original Loan Agreement as modified hereby. The
term “Borrower,” as used in the Original Loan Agreement, is hereby
amended to delete La-Man Corporation, which has been released by the Bank at the
Borrower’s request from any further liability for the Obligations.


2.        Revolving Loan.  Section 2.1(e) of the Original
Loan Agreement is hereby amended by deleting the phrase “June 30,
2001” and replacing it with “July 13, 2001.”


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3.        Term Loan.  Section 2.2(b) of the Original Loan
Agreement is hereby amended by deleting the phrase “June 30, 2001” and
replacing it with the phrase “July 13, 2001,” and by deleting the
phrase “June 1, 2001” and replacing it with the phrase “July 1,
2001.”


4.        Revolving Note.  The Revolving Note is hereby
amended by extending the scheduled maturity date of such note from June 30, 2001
until July 13, 2001.


5.        Term Note. 
The Term Note is hereby amended by
extending the scheduled maturity date of such note from June 30, 2001 until July
13, 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 ORIGINAL 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 ORIGINAL 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 EITHER 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 Original 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 Original 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 Original 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 Original Loan
Agreement. All agreements of and undertakings by the Borrower pursuant to this
Agreement are intended to be cumulative with any 


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 other agreements or
undertakings by the Borrower under the Original 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 Original 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, which is
presently in chapter 11 bankruptcy and which is and shall remain a Borrower
under the Original 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:  James C. Taylor
        


      
	 	 	
        Its:
        


      
	  	 	 
	  	 	 
	 	 	
        J. M. STEWART MANUFACTURING, INC.,

	 	 	
        a Florida corporation

	  	 	 
	  	 	 
	 	 	
          
        

      
	 	 	
        By:  James C. Taylor
        


      
	 	 	
        Its:
        


      
	  	 	 
	  	 	 
	 	 	
        J. M. STEWART CORPORATION,

	 	 	
        a Florida corporation

	  	 	 
	  	 	   
	 	 	
   
        

      
	 	 	
        By:  James C. Taylor
        


      
	 	 	
        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:
      


    


6




   


 

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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