GUARANTY OF PAYMENT




Exhibit 10.168

FORM OF

GUARANTY OF PAYMENT


August 3, 2001

THIS
GUARANTY OF PAYMENT ("this Guaranty") is made by Display Technologies,
Inc., a Nevada corporation ("Display"); 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, the "Guarantor"), with SouthTrust Bank (herein
called the "Lender"), an Alabama banking corporation having its
principal office located at 420 North 20th Street, Suite 600, Birmingham,
Alabama 35203;


W I T N E S S E T H:


To
induce Lender to enter into the Fourth amendment to Loan and Security Agreement
of even date herewith by and among the Guarantors and the Lender (the
"Amendment"), a true and correct copy of which is attached hereto as Exhibit
A (the "Loan Agreement"), and to grant the consideration therein
to Guarantor, and to induce Lender to make a loan or to extend credit or make
other financial products or services available to Ad Art Electronic Sign
Corporation, a Florida corporation which is the wholly-owned subsidiary of
Display and an affiliate of the other Guarantors (as hereinafter further
defined, called the "Borrower"), Guarantor hereby agrees with Lender
as follows:

1.          This
Guaranty is made for the purpose of securing to Borrower, at Guarantor's
request, one or more loans or other extensions of credit from, or a line of
credit with, or the issuance of one or more letters of credit by, or the
issuance of one of more bankers' acceptances by, or the lease of personal
property from, or the furnishing of other financial products or services by
Lender, but the amount of the loan or other financial products or services and
the terms and conditions thereof will be such as Lender, in its sole discretion,
may deem appropriate. All such loans or other financial products or services now
or hereafter provided by Lender to Borrower, and all extensions or renewals of
debts or other obligations now or at any time hereafter owing by Borrower to
Lender, are made by Lender in reliance on this Guaranty, and are the
consideration for the execution and delivery of this Guaranty by Guarantor. Each
term and provision of every promissory note or other evidence of debt, and every
loan agreement, security agreement, mortgage, letter of credit reimbursement
agreement, bankers' acceptance agreement, lease agreement, and every other
contract executed by Borrower and delivered to Lender shall be deemed a part of
this Guaranty as if fully set out herein and shall bind Guarantor as if executed
by Guarantor as the primary and individual obligation of Guarantor.

2.          Guarantor,
jointly and severally if more than one, hereby unconditionally guarantees to
Lender the payment and performance by Borrower of all of the Guaranteed
Obligations (as hereinafter defined). This Guaranty is a guaranty of payment and
performance and not of collection. In the event Borrower at any time defaults in
the payment or performance



 


of
any of the Guaranteed Obligations as and when the same become due, whether by
acceleration of maturity of the debt or obligation or otherwise, Guarantor
agrees to pay such debt or perform such obligation immediately upon demand from
Lender. Upon failure of Guarantor to do so, Lender may, in its discretion,
enforce the collection of such debt or the performance of such obligation out of
Guarantor by action in any court of competent jurisdiction, or in any other
manner provided by law, the same as if such debt or obligation were the primary
and individual debt or obligation of Guarantor, and without first seeking to
enforce such debt or obligation by action or otherwise against Borrower; or,
Lender may, in its discretion, proceed in any manner provided by law or by
contract for collection of debts against either or both Guarantor and Borrower
the same as if such debts and obligations were primarily and individually the
debt of both Guarantor and Borrower, jointly and severally.

3.          This
is a continuing Guaranty. This Guaranty extends to all debts and other
obligations contracted or owing by Borrower to Lender at any time up to the time
this Guaranty is terminated pursuant to the provisions of this paragraph, even
though from time to time and for extended periods of time there may be no debt
or obligation owed to Lender by Borrower. Guarantor shall have the right to
terminate this Guaranty at any time effective upon receipt by the then president
of Lender of written notice of Guarantor's intention to terminate this Guaranty.
Such termination will have prospective effect only and this Guaranty will remain
in full force and effect with respect to all of the Guaranteed Obligations then
due and owing or then contracted for or existing whether or not yet due, at the
time of receipt of such notice by the then president of Lender, and for all
interest then accrued or thereafter accruing on any of the foregoing, and for
all expenses, including costs of collection and attorneys' fees, with respect to
such Guaranteed Obligations and with respect to this Guaranty, and also with
respect to any subsequent loans, extensions of credit, or other financial
accommodations which, prior to receipt of such notice, Lender may have committed
to make to Borrower (regardless of whether Lender waives any default or
condition precedent to the making of such loans, extensions of credit, or other
financial accommodations), together with all interest thereon and all expenses,
including costs of collection and attorneys' fees, related thereto.

4.          Guarantor
hereby irrevocably:

(a)          Assents
to all terms and agreements heretofore or hereafter made by Borrower with
Lender, including, but without limitation, agreements regarding the manner of
disposing of any collateral in a commercially reasonable manner and agreements
regarding the manner of giving notice and the time of giving notice of any sale
or other intended disposition of any of such collateral;

(b)          Consents
that Lender may, without in any way affecting the obligations of Guarantor under
this Guaranty:  exchange, release or surrender to Borrower or to any
guarantor, pledgor, or grantor of any lien or security interest, or waive,
release, subordinate, or fail to perfect any security interest in, any
collateral now or hereafter held as security for any of the Guaranteed
Obligations;  waive or delay the exercise of any of its rights or remedies
against Borrower or any other person or entity, including, without limitation,
Guarantor;  with or without consideration, release Borrower or any other
person or entity, including, without limitation, any other guarantor of the
Guaranteed Obligations;  renew, extend, or modify the terms of any of the
Guaranteed Obligations or of any promissory note or other instrument



 


or
agreement evidencing the same;  apply payments by Borrower, Guarantor, or
any other person or entity, to any of the Guaranteed Obligations in such manner
and in such order as Lender may elect;  apply payments received for
Borrower's account first to pay any indebtedness of Borrower that is not
guaranteed by Guarantor, if any, before reducing the Guaranteed Obligations; and
 in the event of the filing of a petition (whether voluntary or
involuntary) under any chapter of the federal Bankruptcy Code with respect to
the Borrower, participate in the bankruptcy proceedings and exercise any and all
rights set forth in clauses (i) through (vii) above, including, but without
limitation, voting for or against any plan of reorganization, consenting to the
use of any cash collateral, consenting to the sale, use or lease of any
collateral securing any of the Guaranteed Obligations, and entering into any
compromise or settlement regarding the Guaranteed Obligations or any collateral
therefor;

(c)          Waives
all notices whatsoever with respect to this Guaranty or with respect to the
Guaranteed Obligations or any collateral therefor, including, but without
limitation, notice of  Lender's acceptance of this Guaranty or its
intention to act, or its action, in reliance hereon;  the present existence
or future incurring of any of the Guaranteed Obligations or the terms or amounts
thereof or any change therein;  any default by Borrower or any surety,
pledgor, grantor of any lien or security interest, or guarantor, including,
without limitation, Guarantor;  the obtaining or release of any guaranty or
surety agreement (in addition to this Guaranty), or any pledge, assignment,
security agreement, mortgage, or other security for any of the Guaranteed
Obligations;

(d)          Waives
notice of presentment, demand, dishonor, protest, and notice of nonpayment or
dishonor with respect to any promissory note or other instrument or agreement
now or hereafter evidencing any of the Guaranteed Obligations, and any other
demands and notices required by law, except such notices as are required by law
and cannot be waived, and waives any requirement that suit under this Guaranty
be brought within any period of time shorter than the general statute of
limitations applicable to contracts under seal;

(e)          Agrees
that, if at any time all or any part of any payment previously applied by Lender
to any of the Guaranteed Obligations must be returned by Lender for any reason,
whether upon the claim of a preference, fraudulent transfer, or other claim of a
debtor-in-possession, trustee in bankruptcy, or other representative of
creditors of Borrower, or otherwise, and whether by court order, administrative
order, or non-judicial settlement, this Guaranty shall remain in effect or shall
be deemed to be reinstated, as the case may be, Guarantor shall remain liable
for the full amount returned as if such amount had never been received by
Lender, notwithstanding any termination of this Guaranty or cancellation of any
promissory note or other instrument or agreement evidencing any of the
Guaranteed Obligations;

(f)          Waives
acceptance of this Guaranty by Lender and agrees that this Guaranty will be
valid and binding upon Guarantor when delivered to Lender by anyone having
possession hereof after execution of this Guaranty by Guarantor;

(g)          Agrees
that Guarantor's liability under this Guaranty is not conditioned on the
execution of this or any similar guaranty by any other person or entity or upon
the occurrence of any other event;



 


(h)          Waives
any right to require Lender to marshall the assets of Borrower or any other
person or entity and agrees that Lender may proceed against any collateral
securing the Guaranteed Obligations (whether or not Guarantor or any other
person holds a lien on only a part of such collateral) and against parties
liable on any of the Guaranteed Obligations in such order as Lender may elect,
the benefit of any rule of law or equity to the contrary being hereby expressly
waived by Guarantor;

(i)          Agrees
that the liability of Guarantor under this Guaranty shall not be affected or
impaired by, and this Guaranty shall remain fully enforceable against Guarantor
for the full amount of the Guaranteed Obligations less only payments thereon
actually received and retained by Lender irrespective of and without reduction
on account of (i) any defenses which Borrower may have or assert with respect to
any of the Guaranteed Obligations, including, but without limitation, filing of
a petition in bankruptcy, discharge in bankruptcy, confirmation of a plan of
reorganization (whether Lender voted for or against such plan), composition with
creditors (whether or not including Lender), failure of consideration, breach of
warranty, statute of frauds, statute of limitations, accord and satisfaction,
waiver, estoppel, release, usury, or fraud or misrepresentation, and (ii) death
or incompetency of Borrower; and

(j)          Waives
and relinquishes, any right of subrogation or other right of reimbursement from
the Borrower or the Borrower's estate and any other right to payment from the
Borrower or the Borrower's estate, arising out of or on account of any sums paid
or agreed to be paid by Guarantor under this Guaranty, whether any such right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, secured, or unsecured.

5.          Guarantor
hereby wholly subordinates all claims which Guarantor may now or hereafter have
against Borrower to all debts and other obligations which Borrower may now or
hereafter owe to Lender, and assigns all such claims to Lender as additional
collateral for the Guaranteed Obligations. This agreement of subordination and
assignment shall survive the termination of this Guaranty, and shall remain in
effect until all Guaranteed Obligations existing on the date of such
termination, whether or not then due, and all interest then accrued and
thereafter accruing thereon, together with all expenses, including collection
costs and attorneys' fees, are paid and performed in full. Until full payment
and performance are made, Guarantor agrees not to accept any payment or
satisfaction of any kind on, or any security for any of the claims hereby
subordinated. If Guarantor should receive any such payment or security,
Guarantor agrees to deliver the same immediately to Lender in the form received,
endorsed or assigned to Lender or in blank as Lender may require, for
application on account of, or as security for, the Guaranteed Obligations. Until
such payment or security is delivered to Lender, Guarantor agrees to hold the
same in trust for Lender. If at any time any of the claims hereby subordinated
is evidenced by any promissory note, chattel paper, or other instrument or
writing, Guarantor agrees to affix to every such writing, in form and manner
satisfactory to Lender, a statement that the writing is subject to the terms of
this Guaranty and, upon request of Lender, agrees to endorse and deliver any
such writing to Lender as additional collateral for the Guaranteed Obligations.
Lender will not be under any duty to take any action in connection with any such
writing and will not be responsible in any respect in connection therewith,
whether for any action it may take or refrain from taking against prior parties
thereto or otherwise, except to use reasonable care in the custody of the
writing, and except for willful misconduct of its



 


employees.
At the request of Lender, Guarantor agrees to cause Borrower to mark Borrower's
records to indicate that the claims of Guarantor against Borrower are
subordinate to the claims of Lender against Borrower and have been assigned to
Lender as collateral. In the event Borrower at any time defaults in the payment
of any debt owing to Lender when due, whether by acceleration of maturity or
otherwise, Lender may, in its own name or that of Guarantor, compromise,
collect, sue on, and give receipt for all claims hereby assigned by Guarantor.
If Borrower files or has filed against it a petition under any chapter of the
Bankruptcy Code, Lender may file proofs of claims in its own name with respect
to the claims hereby assigned and may vote such claims in the bankruptcy
proceedings.

6.          Guaranty
hereby represents and warrants that:

(a)          Guarantor
(i) is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation, (ii) has the corporate power and
authority and the legal right to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, (iii) is duly qualified as a foreign corporation and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, and (iv) is in compliance with all laws, rules and
regulations applicable to Guarantor, except to the extent that the failure to
comply therewith could not reasonably be expected to have, individually or in
the aggregate, have a material adverse effect on the business, operations,
assets, prospects or financial or other condition of Guarantor and could not
reasonably be expected to adversely affect the ability of Guarantor to perform
its obligations under this Guaranty;

(b)          Guarantor
has the corporate power and authority to execute, deliver and perform this
Guaranty and has taken all necessary corporate action to authorize the
execution, delivery and performance of this Guaranty;

(c)          No
consent, approval or authorization of, or filing with or other act by or in
respect of, any person or entity (including, without limitation, any
governmental authority, bureau or agency) is required in connection with the
execution, delivery or performance by Guarantor, or the validity or
enforceability against Guarantor of this Guaranty or the consummation of the
transactions contemplated hereby;

(d)          This
Guaranty has been duly executed and delivered on behalf of Guarantor and
constitutes the legal, valid and binding obligation of Guarantor enforceable
against Guarantor in accordance with its terms;

(e)          The
execution, delivery and performance by Guarantor of this Guaranty will not
violate, be in conflict with, result in a breach of or constitute (with giving
of notice or lapse of time or both) a default under any provision contained in
Guarantor's articles of incorporation or bylaws, any judgment, order, law, rule
or regulation applicable to Guarantor, the terms of any instrument, document or
agreement to which Guarantor is a party, or by which Guarantor or any of its
properties or assets is bound, or result in, or require, the creation or
imposition of, any lien, charge, security interest or other encumbrance on any
of its properties, assets or revenues;



 


(f)          (i)
Guarantor is the sole shareholder of Borrower, has personal knowledge of and is
familiar with Borrower's business affairs, books and records, has the ability to
influence Borrower's decision-making process, and (ii) the assumption of
obligations hereunder will result in a direct financial benefit to Guarantor.

Guarantor
agrees that the foregoing representations and warranties shall be deemed to have
been made by Guarantor on the date of each borrowing by the Borrower under the
Guaranteed Obligations on and as of such date of borrowing as though made
hereunder on and as of such date.

7.          Guarantor
covenants and agrees that:

(a)          Guarantor
will maintain its existence as a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation and
remain qualified and in good standing as a foreign corporation under the laws of
each jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification;

(b)          Guarantor
will not be a party to a merger or consolidation;

(c)          Guarantor
will provide to Lender:

(i)          As
soon as practical, from time to time, such information regarding the operations,
business affairs and financial condition of Guarantor as Lender may reasonably
request.

(d)          Lender
shall have no obligation to investigate the financial condition or affairs of
Borrower for the benefit of Guarantor or to advise Guarantor of any fact
respecting, or any change in, the financial condition or affairs of which might
come to the attention of Lender, at any time, whether or not Lender knows or
believes or has reason to know or believe that any such fact or change is
unknown to Guarantor, or might (or does) materially increase the risk of
Guarantor as guarantor or might (or would) affect the willingness of Guarantor
to continue as guarantor with respect to the Guaranteed Obligations.

8.          Guarantor
acknowledges that the statute of limitations applicable to this Guaranty shall
begin to run only upon Guarantor's failure or refusal to pay any of the
Guaranteed Obligations following demand for payment or performance hereunder by
Lender; provided, that if subsequent to such demand, Lender reaches an agreement
with Borrower on any terms causing Lender to forbear in the enforcement of its
claims against Guarantor, the statute of limitations shall be reinstated for its
full duration until Lender subsequently again makes demand upon Guarantor.

9.          Guarantor
hereby consents to the jurisdiction of any state or federal court holding in the
county or district in which Lender's principal office is located and, to the
extent permitted by applicable law, waives any objection based on venue or forum
non conveniens with respect to any action instituted in any such court and
agrees that such court shall be the exclusive venue for any action under this
Guaranty or concerning or relating to the relationship between Guarantor and
Lender or the obligations of Guarantor with respect to any of the Guaranteed



 


Obligations,
and agrees that process in any such action will be sufficient if served on
Guarantor by certified mail, return receipt requested, or in any manner provided
by law. Notwithstanding the foregoing, Lender shall have the right to bring any
action or proceeding against Guarantor or Guarantor's property in the courts of
any other jurisdiction Lender deems necessary or appropriate in order to enforce
the obligations of Guarantor under this Guaranty.

10.          Guarantor
hereby agrees to pay all costs of collecting under this Guaranty, including, but
without limitation, court costs, litigation expenses, and attorneys' fees
incurred by the Lender in collecting or attempting to collect under this
Guaranty, and all expenses (including attorneys' fees) incurred by Lender in
amending or re-casting this Guaranty at any time, in connection with any
bankruptcy or any other court or receivership proceedings involving Guarantor,
and in connection with any work-out of the obligations of Guarantor to Lender
hereunder, whether involving court proceedings or not.

11.          Notices
and Communications. All notices and other communications hereunder shall be
in writing and shall be effective when sent by certified or registered mail,
return receipt requested: if to Guarantor, at Display Technologies, Inc.,
_______________________ _________________, or at such other address as Guarantor
shall have furnished to Lender in writing with a copy to Larry Ledbetter, Esq.,
Kilpatrick & Stockton, LLP, 2400 Monarch Tower, 3424 Peachtree Road,
Atlanta, GA 30326 or if to Lender, addressed to it at SouthTrust Bank, P.O. Box
2554, Birmingham, AL 35290, Attention: Andrew Raine, or at such other address as
Lender shall have furnished to Guarantor, with a copy to Jay R. Bender, Esq.,
Bradley Arant Rose & White LLP, 2001 Park Place, Suite 1400, Birmingham, AL
35203.

12.          As
used in this Guaranty, the following terms have the following meanings:

"Borrower"
means the debtor identified above in this Guaranty, together with his, her, its
or their heirs, administrators, executors, successors and assigns, including any
resulting or surviving corporation following any merger or any other
reorganization, and also includes any debtor-in-possession or similar entity
following the filing of a petition for relief by or against Borrower under any
chapter of the federal Bankruptcy Code or in any similar proceeding under state
or federal law, and also includes any proprietorship, partnership, corporation,
trust, or other entity resulting from or arising out of the dissolution,
liquidation or change in form of business organization by Borrower or following
any change of name or domicile by Borrower.

"Guaranteed
Obligations" means all debts and other obligations now owed to Lender
by Borrower (including, without limitation, the debts and obligations of
Borrower under the Borrower Loan Agreement), all debts and other obligations in
the future owed to Lender by Borrower, all extensions and renewals of any of
such debts or obligations, and all interest and other lawful charges on any or
all of such debts and obligations, including, but without limitation, late
charges, penalty interest, and costs of collection (including reasonable
attorneys' fees) which Borrower has agreed to pay to Lender, or for which
Borrower has agreed to reimburse Lender, or for which Borrower is obligated to
Lender under applicable law, together with each and every promissory note or
other instrument or writing now or hereafter evidencing the obligation of
Borrower to pay any such debt, the interest thereon, and such other charges;



 


whether
such debts or other obligations are now foreseen or unforeseen; whether now due
or to become due in the future; whether incurred with or without notice to
Guarantor; whether arising from contract, overdraft to a deposit account or
line-of-credit account, use of a credit card or cards, tort or otherwise;
whether arising from an original obligation of Borrower to Lender or from an
obligation of Borrower which was purchased by Lender from another; whether from
time to time increased, or reduced, or entirely extinguished and then reincurred;
whether direct or indirect, absolute or contingent, or secured or unsecured;
whether otherwise guaranteed or not; and whether arising out of a loan of money
or other extension of credit, an overdraft on a deposit account with Lender, a
sale or lease of goods, the issuance of a letter of credit or bankers'
acceptance, the purchase, discount, acceptance or certification of a note or
draft, any combination of the foregoing, or otherwise. The Guaranteed
Obligations include, without limitation, interest and other charges on any debt
or obligation of Borrower to Lender accruing after the filing of a petition
under any chapter of the federal Bankruptcy Code by or against Borrower and any
loans or other credit or financial products or services extended to Borrower
after the filing of any such petition. The Guaranteed Obligations specifically
are not limited to debts and other obligations contracted for or arising
concurrently with or prior to the execution of this Guaranty and are not limited
in amount unless otherwise specifically set forth in writing on this Guaranty.

"Borrower
Loan Agreement" means that certain Loan and Security Agreement dated as
of January 17, 2001 by and between Borrower and Lender, among others, as the
same has been amended from time to time.

13.          No
delay in making demand on Guarantor for satisfaction of its or their liability
hereunder shall prejudice Lender's rights to enforce this Guaranty. All of
Lender's rights and remedies under this Guaranty, under any other agreement, and
under applicable law shall be cumulative, and any failure of Lender to exercise
any such right or remedy shall not be construed as a waiver of the right to
exercise the same or any other right or remedy at any time, and from time to
time, thereafter. No waiver by Lender shall be effective unless made in writing
by a duly authorized officer or agent of Lender, and no waiver by Lender of any
right or remedy shall constitute a waiver of any other or future right or
remedy. This Guaranty shall inure to the benefit of Lender, its successors and
assigns, and to any person or entity to whom Lender may grant an interest in any
of the Guaranteed Obligations, and shall be binding upon Guarantor, its
respective successors and assigns. This Guaranty shall be governed, construed,
and enforced in accordance with the substantive laws of the United States and
the state in which Lender's principal office is located, without regard to
principles of conflict of laws. This Guaranty is intended to take effect as a
document under seal. This Guaranty sets forth the entire agreement and
understanding of Guarantor with respect to the subject matter hereof. Guarantor
acknowledges that no agent of Lender has made any representation which is
inconsistent with any of the terms of this Guaranty and that no officer or agent
of Lender has the authority to vary the terms of this Guaranty except in a
writing signed by a duly authorized officer of Lender. The making of the loans
and providing of the other financial services referred to in this Guaranty shall
be solely in the discretion of the Lender, and reference thereto in this
Guaranty, whether in paragraph 1 hereof or elsewhere, shall not be deemed
to be a commitment by Lender to make any loan or provide any financial service.
In the event any one or more of the provisions of this Guaranty shall be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions of this Guaranty shall not in any way
be affected or



 


impaired
thereby. If more than one person or entity signs this Guaranty below, the
liability of such persons or entities on this Guaranty is joint and several, and
all references to the singular in this Guaranty also include the plural. In the
event of termination of this Guaranty as to any or more of such Guarantors, this
Guaranty shall continue in full force and effect with respect to the remaining
Guarantors. Lender may file a photocopy of this Guaranty as a financing
statement in any public office.

This
Guaranty and the performance of the Guaranteed Obligations by Guarantor are
secured by all of the "Collateral" as described in the Loan and
Security Agreement dated as of January 17, 2001 by and among Lender, Guarantor,
among others, as the same has been amended thereafter from time to time, and in
the Security Agreement of even date herewith executed by Guarantor in favor of
Lender.

The
Guaranteed Obligations hereunder shall be paid from the proceeds of the
Collateral in accordance with the terms of the Amendment.

IN
WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and
delivered by its duly authorized officer, on or as of the date first above
written.

 

		
      GUARANTOR:

      DISPLAY
      TECHNOLOGIES, INC.

      
      By:                                                                        

      Its:                                                                        

       

		DON BELL
      INDUSTRIES, INC.
      By:                                                                        

      Its:                                                                        

       

		J. M. STEWART
      MANUFACTURING, INC.
      By:                                                                        

      Its:                                                                        

       

		J. M. STEWART
      CORPORATION
      By:                                                                        

      Its:                                                                        

       









 


		
      J. M. STEWART
      INDUSTRIES, INC.

      
      By:                                                                        

      Its:                                                                        

       

		VISION TRUST
      MARKETING, INC.
      By:                                                                        

      Its:                                                                        

       

		LOCKWOOD SIGN
      GROUP, INC.
      By:                                                                        

      Its:                                                                        

       








 


STATE
OF ____________ )

                                            :

COUNTY OF __________)

I,
the undersigned, a Notary Public in and for said County in said State, hereby
certify that ___________________________________, whose name as
__________________ of Display Technologies, Inc., a Nevada 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 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:___________________


STATE
OF ____________ )

                                            :

COUNTY OF __________)

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., 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 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:___________________


 



 


STATE
OF ____________ )

                                            :

COUNTY OF __________)

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., 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 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:___________________


STATE
OF ____________ )

                                            :

COUNTY OF __________)

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, 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 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:___________________


 



 


STATE
OF ____________ )

                                            :

COUNTY OF __________)

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., 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 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:___________________





STATE
OF ____________ )

                                            :

COUNTY OF __________)

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., 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 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:___________________







 


STATE
OF ____________ )

                                            :

COUNTY OF __________)

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., 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 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:___________________