FORBEARANCE AGREEMENT




Exhibit 10.160

FORM OF

FORBEARANCE AGREEMENT

(Ad Art Loan Agreement)


This
Forbearance Agreement (as the same may hereafter from time to time be amended,
supplemented, or otherwise modified, the "Agreement") is made and
dated as of this 13th day of July, 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").


W I T N E S S E T H:


A.       Pursuant
to that Loan and Security Agreement dated as of January 17, 2001 between
Borrower, Hamilton Digital Designs, Ltd. ("Hamilton"), and Bank, as
amended by Amendment to Loan and Security Agreement and Promissory Notes dated
July 3, 2001 between the Bank and the Borrower (as the same may hereafter from
time to time be amended, supplemented, or otherwise modified, the "Loan
Agreement") and the Restructuring Agreement dated January 17, 2001 between
Borrower and the Bank among others (the "Restructuring Agreement"),
the Bank has extended the following credit facilities to the Borrower:


  
    1.       A
    loan in the principal amount of $8,122,489.56 (the "Term Loan"),
    evidenced by that certain Promissory Note (Ad Art Electronic Sign
    Corporation) dated January 17, 2001 in the principal amount of $8,122,489.56
    made by the Borrower and Hamilton, jointly and severally to the order to
    SouthTrust (the "Term Note");

    2.       A
    loan in the maximum principal amount of $1,000,000.00 (the "Winddown
    Loan"), evidenced by that certain Ad Art Winddown Note dated January
    17, 2001 in the principal amount of $1,000,000.00 made by Borrower and
    Hamilton, jointly and severally to the order of SouthTrust (the "
    Winddown Note"); and

    3.       Irrevocable
    Letter of Credit # SB2128 in amount of up to $2,546,028.00 dated June 17,
    1999 issued by SouthTrust for the account of Borrower and Hamilton, jointly
    and severally (the "1999 Letter of Credit"), securing $2,500,000
    of Variable/Fixed Rate Credit Enhanced Notes (the "1999 Demand
    Notes") issued pursuant to that certain Trust Indenture dated as of
    June 2, 1999

  



(collectively, the
"Loans"). Capitalized terms used but not defined herein shall have the
same meanings assigned to such terms in the Loan Agreement.

B.       Subsequent
to the execution of the Loan Agreement, the Bank released Hamilton from any
further liability for the Loans and released any and all collateral pledged by
Hamilton as security for the Loans.

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C.       Pursuant
to the Loan Agreement, the Borrower granted the Bank, as security for the Loans,
a first-priority security interest in all of the Original Borrowers' Accounts,
Documents, Instruments, Chattel Paper, General Intangibles, Equipment,
Inventory, and the proceeds thereof (the "Personal Property
Collateral").


D.       As additional security for the Loans, Ad Art executed and delivered to
SouthTrust that certain Deed of Trust, Absolute Assignment of Leases and Rents,
Security Agreement and Fixture Filing dated June 22, 1999 executed by Ad Art
Electronic Sign Corporation, as Trustor, to Commonwealth Land Title Insurance
Company, as Trustee, for benefit of SouthTrust, as beneficiary, and recorded on
June 21, 1999 at 99080018 in Office of County Clerk of San Joacquin County,
California (as amended, the "Ad Art Deed of Trust"), pursuant to which
Ad Art granted SouthTrust a mortgage lien on certain real property located in or
around Stockton, California (the "Ad Art Mortgaged Property").

E.       As additional security for the Loans, Ad Art executed and delivered to the Bank
that certain Trademark Collateral Assignment dated June 2, 1999 (the "Ad
Art Trademark Assignment"), pursuant to which Ad Art granted the Bank
first-priority liens and security interests on certain trademarks and other
intellectual property rights of the companies (collectively, the collateral
described therein shall be referred to as the "Ad Art Trademarks").

F.       All of the documents executed in connection with the Loans (including, without
limitation, the Loan Agreement, the Restructuring Agreement, the Ad Art Note,
the Winddown Note, the Ad Art Trademark Assignment, and the Ad Art Deed of
Trust) shall be referred to collectively hereinafter as the "Loan
Documents". All of the collateral described in the Loan Documents,
including, without limitation, the Personal Property Collateral, the Ad Art
Mortgaged Property, and the Ad Art Trademarks, and all the proceeds therefrom,
shall be referred to as the "Collateral."

G.      Pursuant to that certain Amended and Restated Participation Agreement in
Connection with Financing Transactions between SouthTrust Bank and Display
Technologies, Inc. and its subsidiaries dated as of January 17, 2001 (the
"Participation Agreement") between the Bank and The Banker's Bank (the
"Participant"), the Participant purchased from the Bank a
participation in the Ad Art Loan and the Winddown Loan.

H.       Pursuant to the terms of the Loan Documents, the Ad Art Loan and the Winddown
Loan matured on July 13, 2001. Both the Ad Art Loan and the Winddown Loan are in
default for non-payment, and Events of Default have occurred and are continuing
under the Loan Documents.

I.       As a result of the Events of Default under the Loan Agreement, the Bank has no
obligation to make any further advances under the Loan Agreement or to allow the
Borrower to retain or use any of the collateral or proceeds thereof described in
the Loan Documents, and the Bank has the right under the Loan Documents to
declare the unpaid balance of the Loans


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 to be forthwith due and payable and to
exercise such other rights and remedies available to the Bank under the Loan
Documents and applicable law.

J.       The Borrower has requested that the Bank forbear for a limited period of time
from exercising certain of its rights and remedies under the Loan Documents and
applicable law as a result of the Events of Default, and the Bank is willing to
do so, but only upon the terms, conditions, covenants and representations of the
Borrowers contained herein.


K.       The Borrower acknowledges and agrees that the forbearance by the Bank from the
current exercise of certain of its rights and remedies as provided for in this
Agreement shall result in a direct and tangible benefit to the Borrower.

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.       Acknowledgments by Borrower.
The Borrower acknowledges and agrees as follows:


a.       Acknowledgment of Default and Entitlement to Payment. That on and
as of the date hereof, each of the Ad Art Loan and the Winddown Loan has matured
and is in default; on and as of the date hereof, the Bank has the right to make
demand upon the Borrower for the payment in full of the Ad Art Loan and the
Winddown Loan, and that such demand for payment would be proper in all respects;
and the Borrower waives any and all further notice, presentment, notice of
dishonor or demand with respect to the indebtedness evidenced by the Loan
Documents;


b.       Acknowledgment of Indebtedness to SouthTrust. That, as of July 12,
2001, the Borrower is indebted to the Bank under the Ad Art Loan in the
principal amount of $7,065,352.85, for accrued interest in the amount of
$20,524.89, and for legal fees and other costs and expenses due under the Loan
Documents relating to the Revolving Loan; (ii) the Borrower is indebted to the
Bank under the Winddown Loan in the principal amount of $625,551.97, for accrued
interest in the amount of $1,815.81, and for legal fees and other costs and
expenses due under the Loan Documents relating to the Revolving Loan; (iii) the
Borrower is indebted unconditionally to the Bank for the non-payment fee
referenced in Section 2.11 in the amount of $100,000.00; (iv) on and as of the
date hereof, all of the foregoing amounts remain outstanding and unpaid; (v) on
and as of the date hereof, the Borrower has no claim or counterclaim of any kind
or nature against the Bank, relating to the Loans or otherwise; and (vi) on and
as of the date hereof, all such amounts are due and payable in full, without
offset, deduction or counterclaim of any kind or character whatsoever, but are
subject to increase as a result of any and all interest, fees and other charges
which are or shall become due and payable to the Bank under the Loan Documents;

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c.       Acknowledgment of Indebtedness due under the Demand Notes. That,
as of July 13, 2001, the outstanding principal indebtedness due under the 1999
Demand Notes is $2,275,000, along with interest accrued at the contract rate
from September 1, 2000 until the date hereof; (ii) the Borrower is rent on all
payments of interest due under the 1999 Demand Notes; and (iii) to the extent
any draws are made against the 1999 Letter of Credit (together, the
"Letters of Credit") and the Bank is required to fund such Letters of
Credit, the Borrower is liable to reimburse the Bank for all such amounts and
all other fees and expenses due under the Loan Agreement and other Loan
Documents;


d.       Acknowledgment that Liabilities Continue in Full Force and Effect.
That the Loan Documents and all other respective liabilities and obligations of
the Borrowers to the Bank under the Loan Documents shall, except as expressly
modified herein during the Forbearance Period (as hereinafter defined), remain
in full force and effect, and shall not be released, impaired, diminished or in
any other way modified or amended as a result of the execution and delivery of
this Agreement or by the agreements and undertakings of the parties contained
herein;



e.       Acknowledgment of Liens on Collateral. That the Bank's security
interests in and liens on the Collateral and any and all rents and proceeds
therefrom, are and shall remain in full force and effect as security for all the
indebtedness evidenced by the Loan Documents, and the same is hereby ratified
and confirmed by the Borrowers in all respects;


f.       Acknowledgment of Cross-Default of Loans. That (i) each of the
Loans is and shall be cross-defaulted with the other Loans such that the
occurrence of a default or Event of Default under any of the Loans is and shall
be a default and Event of Default under all of the Loans and (ii) each of the
Loans is and shall be cross-collateralized, such that any Collateral securing
any of such Loans shall secure the repayment of all of such Loans and such that
the Bank shall have no obligation to release its liens on any of its Collateral
securing such Loans unless and until each of these Loans has been paid or
otherwise satisfied in full;


g.       Acknowledgment of No Commitment to Lend. That nothing contained in
this Agreement does or shall, at any time, require Bank to make any further
loans or other extensions of credit to the Borrower or to allow the Borrower to
use any of the Collateral or the proceeds thereof;


h.       
Acknowledgment of Liability for Legal Fees and Collection Costs.
That, without limitation of the foregoing, the Borrower is liable for all of the
Bank's attorneys' fees and expenses and collection costs incurred in connection
with the Loans through the date of this Agreement and are liable for all of the
Bank's attorneys' fees and expenses and collection costs incurred after the date
hereof; and


i.       Acknowledgment of Bank's Right to Accrue and Collect Interest at the
Default Rate. That, as a result of the Events of Default, the Bank has a
right under the Loan Agreement, the other Loan Documents and applicable law to
accrue and collect interest on the

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unpaid principal balance of the Loans at the
Default Rate provided for under the Loan Agreement.


2.       
Representations of Borrower. To induce the Bank to enter into this
Agreement, the Borrower hereby makes the following representations and
warranties to the Bank:


a.       No Other Unencumbered Assets. Other than the Collateral, the
Borrower does not own any other assets that are not presently encumbered by
liens, mortgages, security interests, or assignments in favor of any party.


b.       Litigation. Except for the litigations, lawsuits, actions,
proceedings and judgments described on Exhibit 1 attached hereto, the
Borrower is not a part to any pending litigation nor the subject of any
unsatisfied judgment.



3.       Forbearance by Bank.


a.       Forbearance Period. At the request of the Borrower, and upon the
terms and conditions set forth herein, and except as provided in Section 3.c
below, Bank agrees to forbear from pursuing collection of the indebtedness due
under the Loan Documents as a result of the defaults and the Events of Default
existing under the Loan Documents, as of the date of this Agreement until the
earliest to occur of the following times: 2:00 p.m., central time, on October
31, 2001, the time at which the Borrower fails to comply in any respect with any
of the covenants to Bank set forth in this Agreement or the Borrower's breach of
any of the representations made herein; or the occurrence of any Event of
Default under any of the Loan Documents (other than the continuation of the
Events of Default described in this Agreement) (the period beginning on the date
of this Agreement and terminating on the earliest of such dates being
hereinafter referred to as the "Forbearance Period").


b.       Termination of Forbearance Period. Upon the termination of the
Forbearance Period pursuant to any of clauses (i) through (iii) of paragraph a.
above, all forbearances, deferrals and indulgences granted by Bank in paragraph
a. above shall automatically terminate, and Bank shall thereupon have, and shall
be entitled to exercise, any and all rights and remedies which it may have upon
the occurrence of an Event of Default, including pursuing collection against the
Borrower, and the indebtedness evidenced by the Loan Documents shall become
immediately due and payable, without further notice of any kind.


c.       Limitation of Forbearance Agreement. 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"), or (iii) any and
all other 

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 property owned or possessed by AmeriVision on which Borrower asserts a
claim, lien or interest.


4.       Additional Covenants of the Borrower During the Forbearance Period.
At all times during the Forbearance Period, and in order to induce the Bank to
enter into this Agreement and as a condition to the continuation of the
Forbearance Period pursuant to Section 3.a.(ii) hereof, the Borrower covenants
and agrees as follows:


a.       Reaffirmation of Covenants Made in the Loan Documents. The
Borrower hereby ratifies and reaffirms each of its covenants made in the Loan
Documents, except for those covenants described above that are in breach as of
the date of this Agreement, 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.


b.       No Compromise of Accounts or Claims. With respect to any account
receivables or claims of the Borrower in excess of $500,000.00, the Borrowers
shall not compromise or settle such accounts or claims for a discount of more
than ten percent (10%) of such account or claim without the prior written
consent of the Bank.



c.       Delivery to Bank of Original Instruments and Chattel Paper.
Borrower shall immediately deliver to Bank the originals of all instruments,
chattel paper and promissory notes evidencing the obligation of any third
parties to make any kind of payments to Borrower, including, without limitation,
the original of the AmeriVision Agreement. At request of Bank, Borrower shall
assign and endorse any and all of its instruments, chattel paper and promissory
notes as payable to order of Bank. Borrower acknowledges and agrees that Bank
has requested that Borrower assign and endorse the AmeriVision Agreement as
payable to order of the Bank.


5.       Consent to Relief from Stay. The Borrower hereby agrees that, in
consideration of the recitals, waivers, and mutual covenants contained herein,
and for other good and valuable consideration, including the forbearance of Bank
from exercising its rights and remedies otherwise available to it under the Loan
Agreement and the other Loan Documents, the receipt and sufficiency of which are
hereby acknowledged, in the event 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, (i)
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,
(ii) be
the subject of any order for relief issued under the Bankruptcy Code, (iii) 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, (iv) have sought or consented to or
acquiesced in the appointment of any trustee, receiver, conservator, liquidator,
(v) 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 

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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 the Borrower 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.

6.       Release. The
Borrower 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
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 the Borrower 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 the Borrower, and its successors and
assigns, and shall inure to the benefit of Bank, the Participant, and their
respective successors and assigns.


7.       Miscellaneous.


a.       Scope of Agreement. Except as expressly modified by this
Agreement, the provisions of the Loan Agreement 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 and other
Loan Documents, nor affect or impair any rights or powers that the Bank may have
under the Loan Agreement and other Loan Documents in case of the Borrowers'
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 Agreement. All agreements of
and undertakings by the Borrowers pursuant to this Agreement are intended to be
cumulative with any other agreements or undertakings by the Borrowers under the
Loan Agreement 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 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.

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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.       WAIVER OF RIGHT TO JURY TRIAL.
The parties desire to avoid the additional time and expense related to a jury
trial of any disputes arising under this Agreement, the discussions and
negotiations leading up to this Agreement, the Loan Agreement or the other Loan
Documents. Accordingly, with respect to any such dispute, the Bank and the
Borrower each hereby waive their right to a trial by jury and consent to the
granting of such legal or equitable relief as is deemed appropriate by the judge
of a court of competent jurisdiction. The parties acknowledge and agree that
this waiver is knowingly, freely and voluntarily given, is made after
opportunity to consult with counsel about this waiver, and is in the best
interests of each party.


e.       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.


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



g.       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.


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


i.       No Release of Borrower. Nothing herein is, or shall be construed
as, a release of the Borrower's obligations and liabilities to the Bank under
the Loan Documents or of any of the Collateral securing the Borrower's
obligations to the Bank.


j.       Further Documents. The Borrower 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.


k.       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 

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 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.


l.       No Course of Conduct. At no time shall the prior or subsequent
course of conduct by the Borrower 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.


m.       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.


n.     
No Further Commitment. Without limiting the foregoing, the
Borrower 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.


o.       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 the Borrower or any of its affiliates, and no such relationship is
contemplated. No person except employees of the Bank and the Bank's counsel has
at any time been directly or indirectly authorized by the Bank to directly or
indirectly represent, speak or act for or on behalf of the Bank with respect to
any matter whatsoever related to, arising out of or connected with this
Agreement or any other matter or contract.

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

		
      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 the 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
seal of office this day of , 2001.

 


  
    
      
        
          
            
                                Notary
                                Public

            

          

        

      

    

  



[NOTARIAL SEAL]         My
commission expires:___________________


 


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