Fourth Amendment



Exhibit   10.166


FORM OF

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the
“Amendment”) is made this 3rd day of August, 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 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 amended, the
“Loan Agreement”).


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 August 3, 2001 (the “Existing Maturity Date”), unless
earlier accelerated pursuant to the terms of the Loan Agreement.

B.     The Borrower has advised the Bank that it is not able to
pay the Loans in full by the Existing Maturity Date. The Borrower has requested
that the Bank agree to a modification of the Loan Agreement and the Loan
Documents to provide, among other things, for an extension of the scheduled
maturity of the Loans until October 31, 2001, 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 definition of the term “Aggregate Loan
Values” in the Loan Agreement is deleted and replaced with the following
definition: “the lesser of (i) the sum of $8,000,000.00 or (ii) the sum of
the Loan Value of Accounts and the Loan Value of Inventory.”

d.     The definition of the term “Borrower” in the
Loan Agreement is deleted and replaced with the following: “Display
Technologies, Inc., a Nevada corporation; Don Bell Industries, Inc., a Florida
corporation; J. M. Stewart Manufacturing, Inc., a Florida corporation; J. M.
Stewart Corporation, a Florida corporation; J. M. Stewart Industries, Inc., a
Florida corporation; Vision Trust Marketing, Inc., a Florida corporation;
Lockwood Sign Group, Inc., a Florida corporation; and AmeriVision Outdoor, Inc.,
a Florida corporation; each a party to this Agreement, and any other corporation
that from time to time joins in this Agreement as a Borrower.”

e.     The term “Collateral” in the Loan Agreement is
amended to include, without limitation, all of the collateral described in the
Security Agreement of even date herewith executed by the Ad Art Guarantors in
favor of Bank.

f.     The definition of the term “Obligations” in the
Loan Agreement is hereby amended to provide that such term includes, without
limitation, any and all obligations to the Bank pursuant to the Ad Art Guaranty
and the obligations to the Bank for the payment of the Non-Payment Fee and the
Renewal Fee.

g.     Additional Defined Terms.

	@	
                (1)   
	
                “Ad Art” shall mean Ad
                Art Electronic Sign Corporation, a Florida corporation and a
                wholly owned subsidiary of Display.

		
                


    	
                 


    
		
                (2)  

    	
                “Ad Art Guarantors”
                shall mean Display, Don Bell, Stewart Manufacturing, Stewart
                Corporation, Stewart Industries, VisionTrust, and Lockwood,
                jointly and severally.

    
		
                


    	
                 


    
		
                (3) 

    	
                “Ad Art Guaranty Obligations”
                shall have the same meaning as the term “Guaranteed
                Obligations” in the Ad Art Guaranty.

    
		
                


    	
                 


    
		
                (4) 

    	
                “Ad Art
                Guaranty” shall
                mean the Guaranty of Payment of even date herewith executed by
                the Ad Art Guarantors in favor of Bank, pursuant to which
                Display guaranties the payment and performance of all
                obligations of Ad Art to the Bank, including, without
                limitation, all obligations of Ad Art to the Bank under the Loan
                and Security Agreement dated as of January 17, 2001 between Ad
                Art and Bank, as amended by Amendment to Loan and Security
                Agreement and Promissory Notes dated July 3, 2001 between Ad Art
                and the Bank, as amended by the Forbearance Agreement dated as
                of July 13, 2001 between Ad Art and the Borrower, the Promissory
                Note (Ad Art Electronic Sign Corporation) dated January 17, 2001
                in the principal amount of $8,122,489.56 made by Ad Art to
                the 

    



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                order of the Bank, the Ad Art Winddown
                Note dated January 17, 2001 in the principal amount of
                $1,000,000.00 made by Ad Art to the order of the Bank, and the
                Irrevocable Letter of Credit # SB2128 in amount of up to
                $2,546,028.00 dated June 17, 1999 issued by the Bank for the
                account of Ad Art.


    
		
                


    	
                 


    
		
                (5) 

    	
                “Adjusted Overadvance Cap”
                shall have the meaning given to such term in Section 4 of this
                Agreement.

    
		
                


    	
                 


    
		
                (6) 

    	
                “Business Day” shall
                mean any day other than a Saturday, Sunday or a public or bank
                holiday under the laws of the State of Alabama.

    
		
                


    	
                 


    
		
                (7) 

    	
                “Cash Flow Forecast”
                shall have the meaning ascribed to such term in Section 9(b) of
                this Agreement.

    
		
                


    	
                 


    
		
                (8) 

    	
                “Existing Maturity Date”
                shall mean August 3, 2001, the date on which the Revolving Loan
                is scheduled to and shall mature under the terms of the Loan
                Agreement.

    
		
                


    	
                 


    
		
                (9) 

    	
                “Going Concern Sale”
                shall mean a sale or other disposition, outside of such
                Subsidiary’s ordinary course of business, by Borrower that
                closes on or before the Maturity Date, of (i) all or any of the
                Collateral, (ii) all or substantially all of the assets of any
                of the Subsidiaries, or (iii) any of the Subsidiaries Stock,
                each of which sale or sales shall be subject to the prior
                written consent of the Bank, in its sole and absolute
                discretion.

    
		
                


    	
                 


    
		
                (10) 

    	
                “J.M. Stewart” shall
                mean, collectively, Stewart Manufacturing, Stewart Corporation,
                and Stewart Industries.

    
		
                


    	
                 


    
		
                (11) 

    	
                “Maturity Date” shall
                mean November 3, 2001, or any earlier date on which the
                Revolving Loan becomes due and payable.

    
		
                


    	
                 


    
		
                (12) 

    	
                “Non-Ad Art Guaranty Obligations”
                shall mean all the Obligations excluding only the Ad Art
                Guaranty Obligations.

    
		
                


    	
                 


    
		
                (13) 

    	
                “Overadvance Cap” shall
                mean (1) $3,100,000.00, until the closing of a Going Concern
                Sale, or (2) after the closing of any Going Concern Sale, the
                Adjusted Overadvance Cap.

    
		
                


    	
                 


    
		
                (14) 

    	
                “Raymond James” shall
                mean Raymond James Capital Partners, L.P.

    
		
                


    	
                 


    
		
                (15) 

    	
                “Raymond James Guaranty”
                shall mean the Guaranty of Payment dated January 17, 2001 made
                by Raymond James in favor of the 

    



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 Bank, as amended by the
                Amendment to Guaranty of Payment dated June 29, 2001 between
                Raymond James and the Bank.
  
	 	
                


    	
                 


    
	 	
                (16) 

    	
                “Subsidiaries Stock”
                shall mean all of the outstanding common and preferred stock
                issued by any of the Subsidiaries, and any and all proceeds
                therefrom.

    
		
                


    	
                 


    
		
                (17) 

    	
                “Subsidiaries” shall
                mean (1) Don Bell; (2) Lockwood Sign; and (3) J.M. Stewart.

    
		
                


    	
                 


    
		
                (18) 


    	
                “Updated Cash Flow Forecast”
                shall have the meaning ascribed to such term in Section 10(c) of
                this Agreement.


    


As used in this Agreement, (a) the word “including”
is always without limitation, (b) words in the singular number include words of
the plural number and vice versa, and (c) the term “costs” includes
all fines, penalties, interest, internal expenses, amounts paid in settlement,
fees, costs, and expenses of experts, witnesses, collection agents, and
supersedeas bonds, and reasonable attorneys’ fees, costs, and expenses, whether
incurred before or after demand for payment or the commencement of legal
proceedings, and whether incurred pursuant to trial, appellate, mediation,
bankruptcy, arbitration, administrative, or judgment-execution proceedings. All
other capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Subordination Agreement, as the same is expressly
modified hereby.


2.     Revolving Loan. 
Section 2 of the Loan Agreement
is hereby deleted in its entirety and replaced with the following:


“2.1     Revolving Loan.


              	 

                  	“(a) 

                  	 Subject to the terms and conditions
              of this Agreement, provided no Event of Default exists, Bank shall
              lend to Borrower, when requested by Borrower, Revolving Loans
              aggregating up to the lesser of (i) $8,000,000.00 or (ii) the sum
              of (A) the Aggregate Loan Values as determined by Bank from the
              periodic reports submitted by Borrower to Bank, plus (B) the
              Overadvance Cap. Within these limits, Borrower may borrow, make
              payments, and reborrow under this Agreement; provided, however,
              that (1) all requests for advances under the Revolving Loan
              shall be in writing, signed by an officer of Borrower, and shall
              be submitted to Bank at least two (2) Business Days prior to the
              date on which funds are requested to be advanced; and (2) Borrower
              may obtain advances under the Revolving Loan only if it complies
              with all the following requirements: (i) Borrower delivers to Bank
              along with any advance request a list of the uses of the requested
              advance funds, which uses the Borrower certifies in writing are
              necessary to maintain the ordinary business operations of the
              Borrower; and (ii) at the time of each such advance request, no 

                  
	 

                  	 

                  	 

                  



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              Event of Default shall have occurred and be continuing, and the
              Borrower certifies in writing that there are no Events of Default
              under this Agreement or any of the other Loan  Documents.

                  
	
              

                  	
               

                  	
               

                  
	
               

                  	
              “(b) 

                  	
               Borrower shall execute and deliver to
              Bank one amended and restated revolving note (the “Revolving
              Note”) in the face amount of the Revolving Loan, payable to
              the order of Bank and evidencing Borrower’s obligation to repay
              the Revolving Loan. The outstanding principal balance of the
              Revolving Loan shall bear interest until paid in full at a rate
              per annum equal to the Base Rate plus 2.75%.  Interest shall be
              paid to Bank on the amount of the Revolving Loan outstanding and
              shall be payable monthly in arrears on the first day of each month
              beginning with February 1, 2001, and continuing on the same day of
              each month thereafter until the unpaid principal balance of the
              Revolving Loan has been repaid in full. The Base Rate on the date
              of this Agreement is ___ percent. Interest shall be calculated
              based on a 360-day year.

                  
	
               

                  	
               

                  	
               

                  
	 

                  	“(c)

                  	 Borrower shall submit a Borrower’s
              Report in the form attached hereto as Exhibit
              “2.1(c)” (or in such other form as may be furnished
              by Bank from time to time) on the date of this Agreement and at
              least weekly thereafter during the term of this Agreement. Each
              such Borrower’s Report shall be signed by an officer or employee
              of Borrower authorized by the Board of Directors of that
              corporation to execute such reports, whose name(s) shall be
              included in a certified resolution furnished to Bank. Bank shall
              make disbursements under the Revolving Loan on an automatic basis
              by funding checks drawn on a controlled disbursement account to be
              established by Borrower with Bank. Bank shall make any
              disbursements under the Revolving Loan only if the terms and
              provisions of this Agreement have been satisfied, including the
              absence of an Event of Default.

                  
	 

                  	 

                  	 

                  
	 

                  	“(d) 

                  	  If the outstanding principal amount
              of the Revolving Loan at any time exceeds the lesser of (1)
              $8,000,000.00 or (2) the sum of (A) the Aggregate Loan Values as
              reflected on Borrower’s Report plus (B) the Overadvance Cap,
              Borrower shall immediately pay Bank such excess as a reduction of
              the principal amount of the Revolving Loan. Borrower may request
              and Bank may be willing in its sole and absolute discretion to
              make advances in excess of such maximum principal amounts. Bank
              shall enter any such advances as debits in the Loan Account. All
              advances in excess of the maximum principal amount shall be
              payable on demand, secured by the Collateral, and bear interest as
              provided in this Agreement for Revolving Loans generally.

                  
	

                  	

                  	

                  



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                  	’(e)

                  	Borrower shall pay to Bank
                    on the Maturity Date all outstanding principal and accrued
                    interest with respect to the Revolving Loan not previously
                    repaid.A

                  
	 

                  	 

                  	 

                  
	
               


                  	
              ’(f)


                  	
              From the date of this Agreement to and
              including the maturity date of the Revolving Loan, the outstanding
              principal balance of the Revolving Loan shall bear interest until
              paid in full at a rate per annum equal to the Base Rate plus 2.75%
              .’


                  




3.      Adjustment of Overadvance Cap upon Closing of Any Going
Concern Sale.  Upon the closing of any Going Concern Sale, the
Overadvance Cap shall be adjusted (the “Adjusted Overadvance Cap”) to
an amount, sufficient, in the Bank’s reasonable judgment after review of the
Borrower’s Updated Cash Flow Forecast, to provide reasonable working capital to
fund the ordinary and necessary business operations of the remaining
Subsidiaries from the date of such Going Concern Sale until November 3, 2001; provided,
however, that, without the Bank’s consent in its sole and absolute
discretion, the Adjusted Overadvance Cap shall not be greater than
$1,000,000.00.


4.      Non-Payment Fee.  The Borrower and Lender
acknowledge and agree that, because the Borrower has not paid and is not able,
by the Existing Maturity Date, to pay in full the Loans and all other
Obligations and to obtain the release of or pay in full the 1997 Letter of
Credit or deliver to Bank a backup letter of credit reasonably satisfactory to
Bank for the 1997 Letter of Credit, the Borrower is unconditionally and fully
liable to pay to the Bank the Non-Payment Fee in the amount of $250,000.00 as
required by Section 2.11 of the Loan Agreement and that the Non-Payment Fee is
due and payable in full, without offset, deduction or counterclaim of any kind
or character whatsoever. Notwithstanding the foregoing, the Lender agrees that
Lender shall forbear from demanding payment of such Non-Payment Fee until the
earlier of the Maturity Date or the date on which all of the other Non-Ad Art
Guaranty Obligations are paid in full.


5.      Renewal Fee.  In order to induce the Bank to
enter into this Agreement, the Borrower covenants and agrees that it shall pay
to the Bank a one-time loan restructuring and renewal fee in the amount of Two
Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in cash (the
“Renewal Fee”), earned and payable on the date of this Agreement, and
that such Renewal Fee is due and payable in full, without offset, deduction or
counterclaim of any kind or character whatsoever. Notwithstanding the foregoing,
the Lender agrees that Lender shall forbear from demanding payment of such
Renewal Fee until the earlier of the Maturity Date or the date on which all of
the other Non-Ad Art Guaranty Obligations are paid in full.


6.      Security.

a.      Section 4.1 of the Loan Agreement is hereby amended by
adding subparagraph (c) which provides as follows:


  
    

                “(c)      A perfected Lien on all of the
                Subsidiaries Stock.”


                 

    

  




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b.

      All of the Obligations shall also be secured by the
Security Agreement of even date herewith executed by Display and the
Subsidiaries in favor of the Bank.

c.      
Any and all Collateral securing any of the Obligations and
the proceeds therefrom shall be applied against the Obligations as follows:


                 	
                  

                    	
                 (1) 

                    	
                  first, all of the Non-Ad Art Guaranty
                Obligations will be paid in full from the Collateral before any
                payment or distribution of any kind, whether in cash,
                securities, obligations, or other property, is made on account
                of the Ad Art Guaranty Obligations, or distribution made to
                Borrower or any other creditor of the Borrower;
                    

	
                  
                    
	
                  
                    
	 
                   
	
                
                    
	
                (2)
                    
	
                 second, to the extent that any proceeds
                remain after payment in full of the Non-Ad Art Guaranty
                Obligations, 
                    




                 	
                     
                    
	
                     
                    
	
                     
                    
	
                     
                    
	
                    
                    
	
                     
                    
	
                    (a)
                    
	
                     unless and until the Ad Art Guaranty
                    Obligations have been paid in full, (i) thirty percent (30%)
                    of such remaining proceeds shall be distributed to Lender
                    for application against the Ad Art Guaranty Obligations, and
                    (ii) seventy percent (70%) of such remaining proceeds shall
                    be distributed to the Borrowers; and
                    

	
                     
                    
	
                     
                    
	
                     
                    
	
                     
                    
	
                    
                    
	
                     
                    
	
                    (b)
                    
	
                     upon payment in full of the Ad Art
                    Guaranty Obligations, all of such remaining proceeds shall
                    be distributed to the Borrowers.

                    




7.
      Term Loan.  Section 2.2(b) of the Loan Agreement
is hereby amended by deleting the phrase “August 3, 2001” and
replacing it with the phrase “November 3, 2001.”


8.
      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, the Borrower hereby ratifies and reaffirms each of the
representations and warranties made to the Bank in Article V of the Loan
Agreement and avers that such representations and warranties remain true and
correct as of the date of this Agreement.


9.
      Additional Representations and Warranties of Borrower. In order to induce the Bank to enter into this Agreement, the Borrower also
represents and warrants to the Bank as follows:


a.
      Value of Collateral.  The Borrower
represents and warrants that, unless the Bank agrees to such amendment, the
Borrower will not be able to maintain its ordinary and reasonable business
operations. The Borrower represents and warrants that, upon its best information
and belief, the value of the Collateral, if liquidated by the Bank or liquidated
by the Borrower on a quick-sale basis, the net proceeds derived from such
liquidation would not be sufficient to pay in full the Loans and that no funds
would be generated from such sales to make any payments to any creditors of the
Borrower. The Borrower further represents and warrants that, upon 


7




 


     

 its best
information and belief, if the Bank agrees to extend the scheduled maturity date
of the Loans and other Obligations pursuant to the terms of this Amendment and
the Borrower is then able to sell the Collateral in an orderly manner on a going
concern basis within such extended period, the net proceeds generated from such
sales likely will be sufficient to pay in full and that there may be additional
funds remaining to make additional payments to other creditors of the Borrower.


  
b.
      Cash Flow Forecast.     The Borrower represents and
warrants that the Borrower’s cash flow forecasts attached hereto as Exhibit A
and incorporated herein by reference, estimate, to the best of Borrower’s
ability, the Borrower’s projected cash flow and its reasonable working capital
needs for funding its ordinary and necessary business operations from the date
hereof until November 3, 2001 (the “Cash Flow Forecast”).


10.
      Reaffirmation of Covenants.

 The Borrower
hereby ratifies and reaffirms each of its covenants made in the Loan Documents,
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.


11.
      Additional Covenants of Borrower.

 At all times
during the term of this Agreement, and in order to induce the Bank to enter into
this Agreement, the Borrower covenants and agrees as follows:


   a.
      Engagement of Business Broker.   The Borrower (i)
shall continue to operate the businesses of the Subsidiaries in the ordinary
course, subject to the terms of the Cash Flow Forecasts furnished to the Bank,
(ii) shall use its best efforts to close by the Maturity Date a Going Concern
Sale or Sales for the highest and best price obtainable, (iii) shall have
engaged by the date of this Agreement, and shall continue to engage throughout
the term of this Agreement a qualified, reputable, national business broker with
experience in marketing for sale businesses like those of the Borrower to assist
the Borrower in negotiating and closing a Going Concern Sale or Sales, which
broker shall be acceptable to the Bank in its reasonable judgment, (iv) shall
furnish to the Bank promptly a copy of copy of any engagement agreement between
the Borrower and any business broker or brokers, and (v) shall provide the Bank
with copies of any and all offers it receives for the purchase of any of the
Collateral, the Borrower, the Subsidiaries, any assets of the Borrower or any of
the Subsidiaries, or any of the Subsidiaries Stock.


   b.
      Best Efforts to Negotiate and Close Going Concern Sales
of Subsidiaries.  The Borrower shall use its best efforts to negotiate
and close a Going Concern Sale or Sales of the Subsidiaries that will result in
the payment and satisfaction of all the Loans and a release of the Letter of
Credit, including, without limitation, the payment of all prepayment penalties,
non-payment fees, and other fees, charges, penalties, or other amounts that are
or will become due under the Loan Agreement and other Loan Documents. The
Borrower shall provide promptly to the Bank copies of any and all offers that it
receives for the purchase of any of the Collateral, the Subsidiaries, any assets
of the Subsidiaries, or any of the Subsidiaries Stock. Notwithstanding anything
to the contrary herein, the Borrower acknowledges and agrees that any Going
Concern Sale proposed by the Borrower is subject to the prior written consent of
the Bank, which consent may be withheld by the Bank for any reason in its sole
and absolute discretion.


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   c.
      Updated Cash Flow Forecast.  Prior to the
closing of any Going Concern Sale, and as otherwise requested by the Bank, the
Borrower shall furnish to the Bank an updated cash flow forecast for the
remaining Subsidiaries, in substantially the same form as the Cash Flow
Forecast, which updates, to the best of Borrower’s ability, the Borrower’s
projected cash flow and its reasonable working capital needs for funding the
ordinary and necessary business operations of the remaining Subsidiaries from
the date of such Going Concern Sale until October 31, 2001 (the “Updated
Cash Flow Forecast”).


12.
      Events of Default.
 Section 10 of the Loan
Agreement is amended by adding the following Section 10.19:


  
    
            
            “10.19  Guarantors.  If (a) Raymond
            James fails or refuses to furnish the Bank, within ten (10) days’
            written request therefor, any financial information requested by the
            Bank pursuant to the terms of the Raymond James Guaranty, or (b) the
            aggregate amount of uncalled commitments from Raymond James’
            investors becomes less than the maximum amount of Raymond James’
            liability to the Bank under the Raymond James Guaranty.”

            

    

  




13.
      Addresses.  Section 11.7 of the Loan Agreement
is hereby deleted in its entirety and replaced with the following:


  
    
            
            
            “11.7  Addresses.     Any notice or
            demand which by any provision of this Agreement is required or
            provided to be given shall be deemed to have been sufficiently given
            or served for all purposes by being delivered in person or by
            facsimile to the party to whom the notice or demand is directed or
            by being sent as first class mail, postage prepaid, to the following
            address: If to Borrower, Display Technologies, Inc.,
            ______________________ ___________________, Attention: President and
            with copies to: (1) Raymond James Capital Partners, L.P. c/o
            Raymond James Capital, Inc., 880 Carillon Parkway, St. Petersburg,
            Florida 33716, Attention: Gary A. Downing; (2) Kilpatrick Stockton
            LLP, 1100 Peachtree Street, Suite 2800, Atlanta, Georgia 30309,
            Attention: Larry D. Ledbetter; or if any other address shall at any
            time be designated by Borrower in writing to the holders of record
            of the Note at the time of such designation to such other address;
            and if to Bank, P. O. Box 2554, Birmingham, Alabama 35290.
            Attention: Special Assets Department (telecopy no. 

            

    

  




 


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            205-254-4852), and with a copy to: Jay Bender, Bradley Arant Rose &
            White LLP 2001 Park Place, Suite 1400, Birmingham, Alabama 35203, or
            any other address shall at any time be designated in writing to
            Borrower, to such other address.”


            


    

  






14.        Conditions Precedent.
 The obligations of the
Bank under this Agreement, and the enforceability of the terms and conditions of
this Agreement against the Bank, are conditioned expressly upon the satisfaction
of the following conditions:


  	

            

      	

            a.

      	

            The
            Borrower shall have delivered or caused to be delivered to Bank the
            following documents and instruments, all of which shall be
            satisfactory in form and substance to Bank and its counsel:

      
	
                 

      	
                 

      	
                 

      
	
                

      	
                

      	
                (1)

      	
                this
                Agreement executed by the Borrower, along with all of the
                Exhibits to this Agreement;

      
	
                 

      	
                 

      	
                 

      
	
                

      	
                

      	
                (2)

      	
                proof
                satisfactory to the Bank that all of the Borrowers are in good
                standing and existence and that each of them is authorized to
                enter into the transactions described herein;
      
	
                 

      	
                 

      	
                

      
	
                

      	
                

      	
                (3)

      	
                such
                security documents, duly-executed by the Borrowers, as necessary
                for the Bank to obtain perfected security interests and liens in
                all of the Collateral;
      
	
                 

      	
                 

      	
                

      
	
                

      	
                

      	
                (4)

      	
                delivery
                to Bank or its agent of certificates or other documents
                evidencing Display’s ownership interests in the Remaining
                Subsidiaries; and
      
	
                 

      	
                 

      	
                

      
	
                


      	
                


      	
                (5)


      	
                the Ad
                Art Guaranty, duly executed by Display;

      
	 			
		b.	 the Borrower shall have paid in cash all the
            reasonable legal fees and expenses (including, without limitation,
            any and all recording costs) of both the Bank and the Participant
            incurred through the date on which the Borrowers sign and deliver
            this Agreement to the Bank;
	 	 	 	 
		c.	 the receipt by Bank of the Participant’s
            written consent to all of the transactions contemplated by this
            Agreement as may require the prior written consent of the
            Participant under the Participation Agreement;
	 	  	 
		d.	 all representations and warranties of the
            Borrower to the Bank set forth herein, in the Loan Agreement or
            other Loan Documents, or in any other agreement between the Borrower
            and the Bank relating hereto shall be accurate and complete in all
            respects on and as of the date of this Agreement. 



             

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15.
      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.

            
16.        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.

            
17. 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 


11




 


     

  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.


18.
      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 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.


12




 





   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.



   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.



13




 


 


   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.




 





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:
        


      



     


14




 


     


    	  	 	 
	  	 	 
	 	 	
        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:
        


      
	 	 	 


  




 

 

 

15





   


 



  
  	 	 	
        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:
        


      
	  	 	 
	  	 	 
	 	 	
        BANK:

	  	 	 
	 	 	
        SOUTHTRUST BANK

	  	 	 
	  	 	 
	 	 	
        

      
	 	 	
        By:
        


      
	 	 	
        Its:
        


      


  


 

16




   


 

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:
      


    


17




   


 

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:
      


    


18




   


 

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:
      


    


 

19




   


 

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:
      


    


 

20




   



 

EXHIBIT A

Cash Flow Forecasts

 

 

 

 

 

 

 

 

 

 

 

21