AMENDMENT TO FORBEARANCE AGREEMENT




Exhibit 10.161

FORM OF

AMENDMENT TO FORBEARANCE
AGREEMENT

(Ad Art Loan Agreement)


This
Amendment to Forbearance Agreement (as the same may hereafter from time to time
be amended, supplemented, or otherwise modified, the “Amendment”) is
made and dated as of this   3rd   day of October, 2001, by and between AD ART
ELECTRONIC SIGN CORPORATION, a Florida corporation (“Borrower”),
and SOUTHTRUST BANK, a bank chartered under the laws of the State of
Alabama and formerly doing business as SouthTrust Bank, National Association
(“SouthTrust” or the “Bank”), and amends the Forbearance
Agreement dated as of July 13, 2001 between Borrower and Bank (the
“Borrower”).


W I T N E S S E T H:


A.       Borrower
and Bank are parties to the Forbearance Agreement. Borrower and Bank wish to
amend the Forbearance Agreement on the terms and conditions set forth herein.

NOW,
THEREFORE, in consideration of the foregoing premises and the agreements and
undertakings contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:


1.        Amendment
to Term of Forbearance Period. Section
3.a of the Forbearance Agreement is hereby amended by deleting the phrase
“October 31, 2001” and replacing it with the phrase “November 16,
2001.”


2.
       Amendment to Limitation of
Forbearance Agreement.
Section 3.c of the Forbearance Agreement is hereby deleted in its entirety and
replaced with the following:


  
    
      
        Notwithstanding
        anything to the contrary herein, nothing herein is intended to or does
        limit, restrict, or prohibit the rights of Bank to pursue all of its
        rights with respect to (i) any and all accounts owed by AmeriVision
        Outdoor, Inc. (“AmeriVision”) to Borrower, (ii) any chattel
        paper, instruments, and documents between AmeriVision and Borrower,
        including without limitation, that certain Display Sales and Security
        Agreement -- Electronic Message Center between AmeriVision and Borrower
        dated August 18, 2000 (the “AmeriVision Agreement”), (iii) any
        and all other property owned or possessed by AmeriVision on which
        Borrower asserts a claim, lien or interest, and (iv) the Ad Art
        Mortgaged Property and all rights of the Bank under or pursuant to the
        Ad Art Deed of Trust.

      

    

  



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3.        Scope
of Agreement. Except as
expressly modified by this Amendment, the provisions of the Forbearance
Agreement and the 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 Forbearance Agreement and other Loan Documents, nor affect or
impair any rights or powers that the Bank may have under the Forbearance
Agreement and the 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 this Amendment. 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 Forbearance
Agreement and the 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 Forbearance Agreement and the Loan Documents
as modified by this Amendment. This Amendment constitutes the entire agreement
of the parties and may only be amended pursuant to a writing signed by all of
the parties hereto.

4.        No
Waiver. This Amendment 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.

5.        Governing
Law. This Amendment 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.

6.        Counterparts.
This Amendment 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.

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

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

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

		
      AD ART ELECTRONIC
      SIGN CORPORATION
      
 
      
By:       
      


      
      Its:     
      



    


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      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 Ad Art
Electronic Sign 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 said 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 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 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, as such officer and with full authority, executed the same voluntarily for
and as the act of said corporation.

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

 


		
    ____________________________________________ 

    Notary Public

  
	[NOTARIAL SEAL]	
    My commission
    expires:   _______________________

  


 

 

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