Restructuring Agreement

Restructuring Agreement

by Display Technologies
February 2nd, 2001
                                                                  Exhibit 10.148

                             RESTRUCTURING AGREEMENT

         This Restructuring  Agreement (the "Agreement") is made and dated as of
this 17th day of January,  2001,  by and among  DISPLAY  TECHNOLOGIES,  INC., a
Nevada corporation  ("Display"),  AD ART ELECTRONIC SIGN CORPORATION,  a Florida
corporation ("Ad Art"), DON BELL INDUSTRIES,  INC., a Florida  corporation ("Don
Bell"),  J.M.  STEWART  MANUFACTURING,  INC.,  a Florida  corporation  ("Stewart
Manufacturing"),  LA-MAN  CORPORATION,  a Nevada  corporation  ("La-Man"),  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  ("Vision Trust"),  LOCKWOOD SIGN GROUP,
INC., a Florida  corporation  ("Lockwood"),  HAMILTON DIGITAL DESIGNS,  LTD., an
Ontario (Canada) corporation ("Hamilton"),  AMERIVISION OUTDOOR, INC., a Florida
corporation  ("AmeriVision")  (collectively,  the  "Borrowers"),  and SOUTHTRUST
BANK, a bank chartered under the laws of the State of Alabama and formerly doing
business as SouthTrust Bank, National Association (the "Bank").

                              W I T N E S S E T H:
                          ----------------------------

         A.  Pursuant to that Loan and  Security  Agreement  dated as of June 2,
1999, as amended by Amendment No. 1 to Loan and Security  Agreement  dated March
3, 2000 (the  "Amendment") by and among the Bank and the Original  Borrowers and
by the Forbearance Agreement (as hereinafter defined) (as amended, the "Existing
Loan  Agreement"),  the Bank  extended the  following  credit  facilities to the
Borrowers, other than AmeriVision:

                  1.  A  revolving  loan  in the  maximum  principal  amount  of
         $23,000,000.00  (the  "Revolving  Loan"),  evidenced  by  that  certain
         Amended and Restated Revolving Loan Promissory Note dated March 3, 2000
         in  the  maximum  principal  amount  of  $23,000,000.00   made  by  the
         Borrowers,  other than for  AmeriVision,  to the order to the Bank (the
         "Revolving  Note").  The Revolving  Loan  originally was limited to the
         maximum  principal  amount of  $10,000,000.00  pursuant to that certain
         Loan and Security  Agreement by and between  Display  Technologies,  as
         Borrower,  and  SouthTrust  Bank,  dated  as of June 2,  1999  and that
         certain  Revolving Loan Promissory Note dated June 2, 1999 in principal
         amount of $10,000,000,  but was subsequently increased in March 2000 to
         a maximum principal amount of $23,000,000.00 pursuant to the Amendment;

                  2.  A  term  loan  in  the   original   principal   amount  of
         $1,000,000.00  (the  "Term  Loan"),  evidenced  by  that  certain  Term
         Promissory Note dated June 2, 1999 in the original  principal amount of
         $1,000,000.00 made by Borrowers,  other than AmeriVision,  to the order
         of the Bank (the "Term Note");

                  3.  Irrevocable  Letter of Credit # SB-1326 in amount of up to
         $2,500,000.00  dated  August 1, 1997 issued by the Bank for the account
         of the Borrowers, other than



         AmeriVision  (the "1997 Letter of Credit"),  securing  $2,500,000.00 of
         Display's  Variable/Fixed  Rate Credit Enhanced Notes (the "1997 Demand
         Notes")  issued  pursuant to that certain Trust  Indenture  dated as of
         August 1, 1997 (the "1997 Indenture"); and

                  4.  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
         the Borrowers,  other than  AmeriVision  (the "1999 Letter of Credit"),
         securing  $2,500,000 of Display's  Variable/Fixed  Rate Credit Enhanced
         Notes (the "1999 Demand Notes")  issued  pursuant to that certain Trust
         Indenture dated as of June 2, 1999 (the "1999 Indenture")

(collectively, the "Existing Loans").

         B. As more  particularly  set  forth  in the  Joinder  and  Forbearance
Agreement dated as of September 26, 2000 by and among the Borrowers,  other than
AmeriVision,  and the Bank, as amended by that certain  Amendment to Joinder and
Forbearance  Agreement  dated as of October 31, 2000 by and among the Borrowers,
other than AmeriVision,  and the Bank (as amended, the "Forbearance Agreement"),
certain Events of Default have occurred under the Existing Loan Agreement.  As a
result of such Events of Default,  the Bank had no obligation under the Existing
Loan  Agreement to make any further  advances on the Revolving  Note and had the
right to declare the unpaid balance of the Loans to be forthwith due and payable
and to exercise  such other rights and remedies  available to the Bank under the
Existing Loan Agreement, the related loan documents and applicable law.

         C. At the request of the Borrowers (other than  AmeriVision),  the Bank
agreed to and did enter into the  Forbearance  Agreement,  pursuant to which the
Bank  agreed,  subject to certain  conditions,  to forbear from  exercising  its
rights and remedies under the Existing Loan Agreement and related loan documents
and to provide the Borrowers with additional revolving credit availability.

         D.  Certain  defaults  and Events of Default  have  occurred  under the
Forbearance Agreement,  including, without limitation, the Borrowers' failure to
comply  with the maximum  overadvance  provisions  set forth in the  Forbearance
Agreement.  As a result of such defaults and Events of Default,  the Forbearance
Period (as such term is defined in the Forbearance  Agreement) has expired,  and
the Bank has no further  obligation  to forbear from  exercising  its rights and
remedies or to make any further credit available to any of the Borrowers.

         E. The Borrowers have asked the Bank to restructure  the Existing Loans
to, among other  things,  continue  for a limited  period of time to provide the
Borrowers with additional  credit and to restructure the Existing Loans, and the
Bank is willing to do so, but only on the terms and conditions set forth herein.


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         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.       DEFINITIONS.

                  a. The term "Ad Art Loan  Agreement"  shall  mean the Loan and
Security Agreement of even date herewith between Ad Art, Hamilton, and the Bank,
a true and correct copy of which is attached hereto as EXHIBIT A.

                  b. The term "Remaining  Businesses Loan Agreement"  shall mean
the Loan and Security Agreement of even date herewith by and among the Remaining
Businesses and the Bank, a true and correct copy of which is attached  hereto as
EXHIBIT B.

                  c. The term "Remaining  Businesses"  means Display,  Don Bell,
Stewart  Manufacturing,   La-Man,   Stewart  Corporation,   Stewart  Industries,
Lockwood, and AmeriVision.

                  d.  The  term  "Loan  Agreements"  shall  mean the Ad Art Loan
Agreement and the Remaining Businesses Loan Agreement.

                  e. The term "Loan  Documents"  shall mean this Agreement,  the
Loan  Agreements  and any and all  documents  related to any of the  Obligations
under the Loan Agreements,  including,  without limitation, the documents listed
on EXHIBIT C attached hereto.

                  f.  The term  "Collateral"  shall  mean any and all  property,
whether  real or  personal,  tangible  or  intangible,  which  secure any of the
Obligations under either of the Loan Agreements,  including, without limitation,
the Ad  Art  Collateral,  the  Hamilton  Collateral,  the  Remaining  Businesses
Collateral, and any other collateral described in the Loan Documents.

                  g. The term "Remaining Business Excluded Assets" means (a) the
assets of La-Man, (b) the Remaining  Businesses'  Accounts that are not Eligible
Accounts as of the date of this  Agreement,  (c) the Roseville  Sign and (d) the
Holland Tunnel sign, as such assets are more particularly described on EXHIBIT D
attached hereto.

                  h.       The term "Net Cash Proceeds" means:

                           (i) with  respect to the  assets of La-Man,  the term
"Net Cash  Proceeds"  means (A) all cash proceeds  collected and received by the
Borrower from the sale of any assets of La-Man, except for sales of inventory in
the  ordinary  course of  business,  LESS (B) the  aggregate  amount of La-Man's
Eligible Accounts and Eligible  Inventory  included in the Aggregate Loan Values
of the Restructured Revolving Loan as of the date such sale closes, and LESS (C)
any and all fees and expenses  (including,  without  limitation,  legal fees and
expenses,  brokerage  fees and


                                       3


commissions,  and recording  fees) incurred by Borrower or the Bank with respect
to such sale or sales,  and LESS (D) any debts  secured  by a Lien on any of the
assets of La-Man  that are being  sold  pursuant  to such sale or sales that are
senior to any Lien of the Bank thereon;

                           (ii) with  respect to the  Roseville  Sign,  the term
"Net Cash  Proceeds"  means (A) all cash proceeds  collected and received by the
Borrower  from  the  sale  thereof,  LESS  (B)  any and all  fees  and  expenses
(including,  without  limitation,  legal fees and expenses,  brokerage  fees and
commissions,  recording  costs) incurred by Borrower or the Bank with respect to
such sale,  and LESS (C) any debts secured by a Lien on the Roseville  Sign that
are senior to any Lien of the Bank thereon; and

                           (iii) with respect to the Holland  Tunnel  Sign,  the
term "Net Cash Proceeds"  means (A) all cash proceeds  collected by the Borrower
from the sale of the Holland  Tunnel  Sign,  less (B) the  indebtedness  owed by
AmeriVision  to Ad Art with respect to the Holland Tunnel Sign, and LESS (C) any
and all  fees  and  expenses  (including,  without  limitation,  legal  fees and
expenses, brokerage fees and commissions,  recording costs) incurred by Borrower
or the Bank with respect to such sale,  and LESS (D) any debts secured by a Lien
on the Holland Tunnel Sign that are senior to any Lien of the Bank thereon.

                  i.       The  term  "Maturity  Date"  means  the date on which
the  Restructured   Revolving  Loan  and  the  Term  Loan  mature,   whether  by
acceleration or otherwise.

                  j.  The term  "Roseville  Sign"  means  the  electronic  sign,
including  both  the  electronic  and   non-electronic   components,   that  was
manufactured  by Ad Art and sold to  AmeriVision  which has been installed on or
near,  and is currently  located on or near,  the property of the Roseville Auto
Mall in Roseville, California.

                  k. The term "Holland  Tunnel Sign" means the electronic  sign,
including  both  the  electronic  and   non-electronic   components,   that  was
manufactured  by Ad Art and sold to AmeriVision  which has been installed  near,
and is currently  located near,  the entrance to the Holland Tunnel in New York,
New York.

                  l.  Capitalized  terms used but not defined  herein shall have
the same  meanings  assigned to such terms in the Ad Art Loan  Agreement and the
Remaining Businesses Loan Agreement, as the case may be.


         2. ACKNOWLEDGMENTS BY BORROWERS. Each of the Borrowers acknowledges and
agrees as follows:

                  a. ACKNOWLEDGMENT OF DEFAULT AND ENTITLEMENT TO PAYMENT.  That
(i) on and as of the date hereof,  each of the Term Loan and the Revolving  Loan
is and remains in default;  (ii) on and as of the date hereof,  the Bank has the
right to make demand upon each of the  Borrowers  for the payment in full of the
Term Loan and the  Revolving  Loan,  and that such demand for  payment  would be
proper in all respects; and (iii) the Borrowers each waive any and

                                       4


all further  notice,  presentment,  notice of dishonor or demand with respect to
the  indebtedness  evidenced by the Existing Loan Agreement and the related loan
documents;

                  b.  ACKNOWLEDGMENT  OF INDEBTEDNESS  TO THE BANK.  That, as of
January 17, 2001, (i) the Borrowers are indebted,  jointly and severally, to the
Bank under the Revolving Loan in the principal  amount of  $13,122,489.56,  plus
accrued  interest  thereon for legal fees and other costs and expenses due under
the Existing Loan Agreement and loan documents  relating to the Revolving  Loan;
(ii) the Borrowers are indebted,  jointly and  severally,  to the Bank under the
Term Loan in the principal  amount of $456,915.66,  for accrued  interest in the
amount of  $2,270.59,  and for legal fees and other costs and expenses due under
the Existing Loan Agreement and loan documents  relating to the Term Loan; (iii)
on and as of the date hereof,  all of the foregoing  amounts remain  outstanding
and  unpaid;  (iv)  on and as of the  date  hereof,  none of the  Borrowers  has
knowledge of any claim or  counterclaim  of any kind or nature against the Bank,
relating to the Loans or  otherwise;  and (v) 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 Existing Loan Agreement and related
loan documents;

                  c.  ACKNOWLEDGMENT OF INDEBTEDNESS DUE UNDER THE DEMAND NOTES.
That, as of January 11, 2001, (i) the  outstanding  principal  indebtedness  due
under the 1997 Demand Notes is $2,150,000.00, along with interest accrued at the
contract rate from September 1, 2000 until the date hereof; (ii) the outstanding
principal  indebtedness due under the 1999 Demand Notes is $2,395,000.00,  along
with interest accrued at the contract rate from September 1, 2000 until the date
hereof;  (iii) the  Borrowers  are current on all payments of interest due under
the 1997  Demand  Notes and the 1999  Demand  Notes;  and (iv) to the extent any
draws are made  against  the 1997  Letter of Credit or the 1999 Letter of Credit
(together,  the  "Letters  of  Credit")  and the Bank is  required  to fund such
Letters of Credit, the Borrowers are liable, jointly and severally, to reimburse
the Bank for all such amounts and all other fees and expenses due under the Loan
Documents;

                  d.  ACKNOWLEDGMENT  OF LIENS ON  COLLATERAL.  That the  Bank's
security  interests in and liens on  Collateral  (as such term is defined in the
Existing Loan Agreement and  Forbearance  Agreement),  and any and all rents and
proceeds  therefrom,  are and shall  remain in full force and effect as security
for all the Existing Loans, and the same is hereby ratified and confirmed by the
Borrowers in all respects; and

                  e.  ACKNOWLEDGMENT  OF LIABILITY FOR LEGAL FEES AND COLLECTION
COSTS.  That,  without  limitation of the  foregoing,  the Borrowers are liable,
jointly and  severally,  for all of the Bank's  reasonable  attorneys'  fees and
expenses and  collection  costs  incurred in connection  with the Existing 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.


                                       5



         3.       RESTRUCTURING OF EXISTING LOANS.

                  a. THE REVOLVING LOAN. The Revolving Loan will be restructured
into two loans as follows:

                           i. THE AD ART LOAN.  $8,122,489.56 of the outstanding
balance  of the  Revolving  Loan  as of the  date  of this  Agreement  shall  be
restructured  into a new loan made by the Bank to Ad Art and  Hamilton  (the "Ad
Art  Loan")  pursuant  to the Ad  Art  Loan  Agreement.  Except  for Ad Art  and
Hamilton,  the  Remaining  Businesses  shall  not be  liable  on the Ad Art Loan
pursuant to the Ad Art Loan  Agreement.  The Ad Art Loan shall be secured by the
Ad Art Collateral and the Hamilton Collateral. The Ad Art Loan shall be paid out
of the  proceeds  of the  Orderly  Liquidation  of Ad  Art  and of the  Hamilton
Collateral. The Ad Art Loan shall mature on June 30, 2001. The Ad Art Loan shall
be payable in accordance with the terms of the Ad Art Loan Agreement. The Ad Art
Loan is not a revolving loan.

                           ii. THE  RESTRUCTURED  REVOLVING  LOAN. The remaining
balance of the Revolving Loan shall be restructured in accordance with the terms
and conditions of the Remaining  Businesses  Loan  Agreement (the  "Restructured
Revolving  Loan").  Pursuant  to the  terms  of the  Remaining  Businesses  Loan
Agreement,  the Bank shall  make  advances  and  overadvances  to the  Remaining
Businesses in an amount up to the lesser of (a) $14,877,510.44 or (b) the sum of
(i) the Aggregate Loan Value under the Remaining Businesses Loan Agreement, plus
(ii) $2,600,000.00.  The Remaining  Businesses shall use the proceeds of any and
all advances and overadvances made on the Restructured Revolving Loan solely and
strictly as provided in the Cash Flow  Forecasts (as such term is defined in the
Remaining  Businesses Loan Agreement)  prepared by the Remaining  Businesses and
furnished  to the Bank.  The  Remaining  Businesses  covenant and agree that the
proceeds  of the  Restructured  Revolving  Loan  shall  not be used to fund  the
Interim Operation or Orderly  Liquidation of Ad Art. The Restructured  Revolving
Loan  shall  be  secured  by  all  the  Remaining  Businesses  Collateral.   The
Restructured  Revolving  Loan shall  mature on June 30, 2001.  The  Restructured
Revolving  Loan will be payable in  accordance  with the terms of the  Remaining
Businesses Loan Agreement.

                  b. THE TERM LOAN.  Ad Art and Hamilton  shall be released from
liability for the Term Loan, as amended and restated  pursuant  hereto.  Each of
the Remaining  Businesses will continue to be liable for, and  AmeriVision  will
assume  liability  for, the  repayment of the Term Loan in  accordance  with the
terms of the Term Note,  as amended  and  restated  pursuant  hereto;  provided,
however, that the maturity of the Term Note is hereby modified to June 30, 2001.
The Term Note shall be secured by all of the Collateral  presently  securing the
Term  Note,  including,  without  limitation,  all of the  Remaining  Businesses
Collateral;  provided  however,  that the Florida Real Estate shall  continue to
secure only the Term Loan and shall not secure the repayment of any of the other
Obligations under either of the Loan Agreements.

                                       6


                  c. THE 1997  LETTER OF CREDIT.  Ad Art and  Hamilton  shall be
released from liability for any Obligations  arising out of or pertaining to the
1997 Letter of Credit. The Remaining Businesses  (including  AmeriVision,  which
shall assume  liability for such letter of credit) shall remain liable,  jointly
and severally,  to Bank for any and all draws made against, or other Obligations
arising out of or pertaining to, the 1997 Letter of Credit.

                  d. THE 1999 LETTER OF CREDIT. Each of the Remaining Businesses
shall  be  released  from  liability  for  any  Obligations  arising  out  of or
pertaining  to the 1999  Letter of  Credit.  Ad Art and  Hamilton  shall  remain
liable,  jointly and severally,  to Bank for any and all draws made against,  or
other Obligations arising out of or pertaining to, the 1999 Letter of Credit.

         4. THE AD ART WINDDOWN LOAN. The Bank shall make an additional  loan of
up to  One  Million  and  No/100  Dollars  ($1,000,000.00)  to Ad  Art  and  its
subsidiary, Hamilton, for the purpose of funding Ad Art's Interim Operations and
Orderly  Liquidation (the "Ad Art Winddown  Loan").  The Ad Art Winddown Loan is
not a revolving  loan.  Advances on the Ad Art Winddown Loan shall be made to Ad
Art in  accordance  with the Ad Art Winddown  Budget.  The Ad Art Winddown  Loan
shall be secured by all of the Ad Art  Collateral  and the Hamilton  Collateral.
The Ad Art Winddown Loan shall mature on June 30, 2001. The Ad Art Winddown Loan
shall be payable in accordance with the terms of the Ad Art Loan Agreement.

         5.       COLLATERAL.

                  A.  COLLATERAL  SECURING  THE AD ART  OBLIGATIONS.  The Ad Art
Obligations  shall be secured by all of the Ad Art  Collateral  and the Hamilton
Collateral.

                  B. COLLATERAL SECURING THE REMAINING BUSINESSES OBLIGATIONS.

                           i.  EXISTING  COLLATERAL.  The  Remaining  Businesses
Obligations shall be secured by all of the Remaining Businesses  Collateral that
currently secure the Loans,  including,  without  limitation,  all the Remaining
Businesses  Collateral;  provided,  however,  that the Florida Real Estate shall
continue to secure only the Term Loan,  as  restructured  hereby,  and shall not
secure any of the other Obligations under either of the Loan Agreements.

                           ii.  ADDITIONAL  COLLATERAL.  As security for all the
Remaining Businesses Obligations, Lockwood shall grant the Bank Liens on (1) the
Lockwood Real Estate,  junior only to the existing mortgage liens of First Union
National Bank and BB&T  thereon,  (2) all  furniture,  fixtures and equipment of
Lockwood,  and (3) all  personal  property of  AmeriVision,  including,  without
limitation, all of its inventory, accounts, equipment, documents, chattel paper,
instruments and the proceeds thereof.

                           iii.  RAYMOND  JAMES  GUARANTY.  The repayment of the
Remaining Businesses  Obligations shall be personally  guaranteed,  in a limited
amount,  by Raymond  James  Capital  (the  "Raymond  James  Guaranty").  As more
specifically  provided in the Raymond James

                                       7


Guaranty,  the  amount of the  Raymond  James  Guaranty  shall be limited to the
principal sum of $1,750,000.00,  less (a) fifty cents (50(cent)) for each dollar
of Net Cash  Proceeds  collected by the  Remaining  Businesses  on the Remaining
Businesses  Excluded  Assets up to  $1,000,000.00,  for a maximum  reduction  of
liability  under  the  Raymond  James  Guaranty  of  $500,000.00,  and  less (b)
thirty-three  and  one-third  cents (33  1/3(cent))  for each dollar of Net Cash
Proceeds  collected by the  Remaining  Businesses  on the  Remaining  Businesses
Excluded Assets in excess of  $1,000,000.00 up to  $2,500,000.00,  for a maximum
additional   reduction  of  liability   under  the  Raymond  James  Guaranty  of
$500,000.00.

                  C. APPLICATION OF PROCEEDS OF COLLATERAL.

                           i. SPECIAL  COLLECTION  ACCOUNTS.  In accordance with
the terms of the Loan Agreements, the Remaining Businesses and Ad Art shall make
all  deposits  into their  respective  Special  Collection  Accounts.  Except as
expressly  provided  below,  the deposits made by the Remaining  Businesses into
their respective  Special  Collection  Accounts shall be applied,  in accordance
with the Remaining Businesses Loan Agreement, against the Restructured Revolving
Loan.  Except as expressly  provided below, the deposits made by Ad Art into its
Special  Collection Account shall be applied against the Ad Art Loan, the Ad Art
Winddown Loan, to fund a reserve with respect to the 1999 Letter of Credit,  and
to fund any other Ad Art Obligations.

                           ii.  APPLICATION  OF  REMAINING  BUSINESSES  EXCLUDED
ASSETS.  The Net Cash  Proceeds  received by the Remaining  Businesses  from the
Remaining  Businesses  Excluded  Assets  shall be  applied,  first,  against the
Restructured  Revolving Loan and, second,  against the Term Loan, and, third, to
any other of the Remaining Businesses Obligations.

                           iii.   APPLICATION  OF  NET  PROCEEDS  FROM  SALE  OF
HAMILTON.  The Net  Cash  Proceeds  receiving  from  the  sale  of the  Hamilton
Collateral  shall be applied  against the Ad Art Loan, the Ad Art Winddown Loan,
or to fund a  reserve  of  respect  to the 1999  Letter  of  Credit  as the Bank
determines in its sole and absolute discretion.

         6. PAYMENT OF LOAN  RESTRUCTURING FEE. To induce the Bank to enter into
the Agreement,  the Remaining  Businesses shall, upon the execution and delivery
of  this  Agreement,  pay in Cash to the  Bank a loan  restructuring  fee in the
amount of One Hundred Thousand and No/100 Dollars (U.S. $100,000.00).

         7. PAYOFF OF LOANS.  The Bank agrees that, if and only if the Remaining
Businesses, by the Maturity Date of the Restructured Revolving Loan and the Term
Loan, pay in full both the Restructured Revolving Loan and the Term Loan and pay
all  obligations  due to the Bank with  respect to the 1997  Letter of Credit or
otherwise cause the Bank to be released from all obligations with respect to the
1997  Letter of  Credit,  or  provide  the Bank  with a backup  letter of credit
reasonably satisfactory to Bank, no termination fee nor non-payment fee shall be
due to the Bank hereunder or under the Remaining Businesses Loan Agreement.  If,
however,


                                       8


the Remaining  Businesses  fail to pay in full both the  Restructured  Revolving
Loan and the Term Loan and pay all  obligations  due to the Bank with respect to
the 1997 Letter of Credit or  otherwise  cause the Bank to be released  from all
obligations with respect to the 1997 Letter of Credit or provide the Bank with a
backup  letter  of  credit  reasonably  satisfactory  to Bank on or  before  the
Maturity Date of the  Restructured  Revolving  Loan and the Term Loan,  then the
Remaining  Businesses  shall pay to Bank on the Maturity Date a non-payment  fee
equal to $250,000.00 in cash.

         8.       PAYMENT OF LEGAL FEES.

                  a.  Upon  the  Borrowers'   execution  and  delivery  of  this
Agreement, and monthly thereafter, the Remaining Businesses shall pay all of the
fees and expenses (including,  without limitation,  reasonable  attorneys' fees)
incurred by the Bank and the  Participant  in connection  with the  preparation,
administration,  amendment, modification,  renewal, extension, or enforcement of
this  Agreement,  the  Existing  Loan  Agreement,  the Existing  Loans,  and the
transactions described herein and therein.

                  b. Ad Art and Hamilton will, on demand, reimburse the Bank and
the Participant, respectively, for all expenses, including the fees and expenses
of legal  counsel for the Bank,  incurred  after the date of this  Agreement  in
connection  with  the  preparation,  administration,   amendment,  modification,
renewal, extension, or enforcement of this Agreement, the Ad Art Loan Agreement,
and the Ad Art Loan Documents and any other documents  related to this Agreement
and the collection or attempted collection of the Ad Art Obligations.  If timely
reimbursement of such fees and expenses is not made by Ad Art or Hamilton,  then
the Bank  shall have the right to draw funds from the Ad Art Loan and the Ad Art
Winddown Loan in amounts sufficient to pay such fees and expenses.

                  c. The Remaining  Businesses  will,  on demand,  reimburse the
Bank and the Participant, respectively, for all expenses, including the fees and
expenses of legal counsel for the Bank incurred after the date of this Agreement
in connection with the  preparation,  administration,  amendment,  modification,
renewal,  extension, or enforcement of this Agreement,  the Remaining Businesses
Loan  Agreement,  and the  Remaining  Businesses  Loan  Documents  and any other
documents  related to this Agreement and the collection or attempted  collection
of the Remaining  Businesses  Obligations.  If timely reimbursement of such fees
and expenses is not made by the Remaining  Businesses,  then the Bank shall have
the  right  to draw  funds  from  the  Restructured  Revolving  Loan in  amounts
sufficient to pay such fees and expenses.

         9.   REPRESENTATIONS  AND  WARRANTIES  OF  BORROWER.   Borrower  hereby
acknowledges,  represents and warrants to Bank as follows: (i) Borrower has been
fully  advised by legal  counsel of its rights and  responsibilities  under this
Forbearance Agreement and of the legal effect hereof; (ii) Borrower has read and
fully understands the contents of this Restructuring  Agreement,  and has freely
and  voluntarily  executed  this  Restructuring  Agreement;  (iii)  Borrower  is
sophisticated  and knowledgeable in financial  matters,  both generally and with
respect  to  transactions  of the


                                       9


type  described  in this  Agreement,  the Loan  Agreements  and the  other  Loan
Documents, and the documents, instruments and transactions contemplated thereby;
(iv) Borrower has received and has independently  reviewed and evaluated, a copy
of the Restructuring  Agreement and all other documents and instruments executed
or delivered in connection  therewith,  and fully  understands the  transactions
contemplated  thereby;  (v)  Borrower  has  made  such  independent  review  and
evaluation,  as well as all other  decisions  pertaining  to the  execution  and
delivery of this Restructuring Agreement,  without any reliance upon any oral or
written representation, warranty, advice or analysis of any kind whatsoever from
Bank, however obtained; (vi) Borrower has determined, following such independent
review and evaluation,  that the benefits to it of the transactions contemplated
by this  Restructuring  Agreement are direct and substantial,  and that it is in
the best  interests  of  Borrower  to execute  and  deliver  this  Restructuring
Agreement;  (vii) the individuals signing this Restructuring Agreement on behalf
of  Borrower  are duly  authorized  and fully  empowered  to do so;  (viii)  the
consideration  flowing to Borrower under this Restructuring  Agreement is an all
respects substantial and sufficient;  (ix) this Restructuring Agreement has been
duly and validly executed and delivered by Borrower and is the valid and legally
binding  obligation of Borrower,  enforceable in accordance with its terms;  (x)
all of the Borrowers are in good standing and existence and that each of them is
authorized  to enter into the  transactions  described  herein;  (xi)  Certified
Maintenance  Service,  Inc. has been  dissolved  and all of its assets have been
distributed  to and are owned by Don Bell;  and  (xii) on or about  December  4,
2000,  Display  duly  exercised  its rights to and did convert  its  holdings of
preferred stock issued by AmeriVision into shares of common stock.

         10.  CONSENT TO RELIEF FROM STAY.  EACH OF THE BORROWERS  HEREBY AGREES
THAT, IN CONSIDERATION OF THE RECITALS,  WAIVERS, AND MUTUAL COVENANTS CONTAINED
HEREIN,   AND  FOR  OTHER  GOOD  AND  VALUABLE   CONSIDERATION,   INCLUDING  THE
RESTRUCTURING  OF THE LOANS BY THE BANK PURSUANT TO THIS AGREEMENT,  THE RECEIPT
AND  SUFFICIENCY  OF WHICH  ARE  HEREBY  ACKNOWLEDGED,  IN THE  EVENT ANY OF THE
BORROWERS (BY ITS OWN ACTION,  OR THE ACTION OF ANY OTHER PERSONS)  SHALL, ON OR
BEFORE THE DATE THE BANK IS PAID IN FULL ON THE  INDEBTEDNESS  AS  EVIDENCED  BY
THIS  AGREEMENT  OR THE LOAN  AGREEMENTS,  (A) 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,  (B) BE THE SUBJECT OF ANY ORDER FOR RELIEF
ISSUED  UNDER THE  BANKRUPTCY  CODE,  (C) 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, (D) HAVE
SOUGHT  OR  CONSENTED  TO OR  ACQUIESCED  IN THE  APPOINTMENT  OF  ANY  TRUSTEE,
RECEIVER, CONSERVATOR,  LIQUIDATOR, (E) 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,  THE 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 THE BANK AS PROVIDED
IN THIS

                                       10


AGREEMENT, THE LOAN AGREEMENTS, OR THE LOAN DOCUMENTS, AND AS OTHERWISE PROVIDED
BY LAW, INCLUDING, WITHOUT LIMITATION, ITS RIGHT TO FORECLOSE UPON AND REPOSSESS
THE  COLLATERAL.  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 THE BANK FOR SUCH RELIEF.

         11.  RELEASE.  EACH OF THE  BORROWERS  HEREBY  RELEASES,  ACQUITS,  AND
FOREVER  DISCHARGES  THE BANK,  AND EACH AND EVERY PAST AND PRESENT  SUBSIDIARY,
AFFILIATE,   STOCKHOLDER,   OFFICER,   DIRECTOR,   AGENT,   SERVANT,   EMPLOYEE,
REPRESENTATIVE,  AND  ATTORNEY OF THE BANK,  AND FURTHER  RELEASES,  ACQUITS AND
FOREVER  DISCHARGES 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  (COLLECTIVELY,  THE "RELEASED
PARTIES"),  OF AND FROM ANY AND ALL CLAIMS,  ACTIONS,  CAUSES OF ACTION,  SUITS,
DAMAGES, DEBTS, LIENS, OBLIGATIONS,  LIABILITIES, JUDGMENTS, EXECUTIONS DEMANDS,
LOSSES, COSTS AND EXPENSES (INCLUDING  ATTORNEYS' FEES) OF ANY KIND,  CHARACTER,
OR NATURE WHATSOEVER, KNOWN OR UNKNOWN, DIRECT OR INDIRECT, FIXED OR CONTINGENT,
AT LAW OR IN EQUITY,  WHETHER HERETOFORE OR HEREAFTER ARISING, FOR OR BECAUSE OF
ANY MATTER OR THINGS DONE, OMITTED OR SUFFERED TO BE DONE BY ANY OF THE RELEASED
PARTIES,  ON OR PRIOR TO THE DATE OF THIS  AGREEMENT,  OR IN ANY WAY DIRECTLY OR
INDIRECTLY ARISING OUT OF OR ANY WAY RELATED TO THIS AGREEMENT,  ANY OF THE LOAN
DOCUMENTS, ANY INSTRUMENT EXECUTED ON OR PRIOR TO THE DATE OF THIS AGREEMENT, OR
ANY OF THE LOANS,  INCLUDING,  WITHOUT  LIMITATION,  ANY CLAIMS,  LIABILITIES OR
OBLIGATIONS  ARISING WITH RESPECT TO  SETTLEMENT OR  RESTRUCTURING  NEGOTIATIONS
(ALL  OF THE  FOREGOING  SHALL  BE  REFERRED  TO  HEREINAFTER  AS THE  "RELEASED
MATTERS"). EACH OF THE BORROWERS REPRESENTS AND WARRANTS TO THE BANK THAT IT HAS
NOT  TRANSFERRED,  ASSIGNED OR  OTHERWISE  CONVEYED,  OR  PURPORTED TO TRANSFER,
ASSIGN OR OTHERWISE CONVEY, ANY RIGHT, TITLE OR INTEREST OF THE BORROWERS IN ANY
RELEASED  MATTER TO ANY OTHER PERSON AND THAT THE  FOREGOING  CONSTITUTES A FULL
AND COMPLETE  RELEASE OF ALL RELEASED  MATTERS.  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.

         12. CONDITIONS PRECEDENT. The obligations of the Bank under Sections 3,
4 and 5(c) of this Agreement, and the enforceability of the terms and conditions
of Sections 3, 4 and 5(c) of this Agreement  against the Bank,  are  conditioned
expressly upon the satisfaction of the following conditions:

                  a.       The Borrowers  each 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:

                           i.       this  Agreement  executed  by  each  of  the
                                    Borrowers, along with all of the Exhibits to
                                    this Agreement;

                                       11


                           ii.      the Ad Art Loan Agreement executed by Ad Art
                                    and Hamilton, along with all of the exhibits
                                    to such agreement;

                           iii.     the  Remaining   Businesses  Loan  Agreement
                                    executed   by   each   of   the    Remaining
                                    Businesses,  along with all of the  exhibits
                                    to such agreement; and

                           iv.      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  described in
                                    the Loan Agreements and in this Agreement.

                  b.       the Remaining  Businesses 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 such  transactions  contemplated  by this
                           Agreement  that require,  as the Bank in its sole and
                           absolute  discretion  determines,  the prior  written
                           consent of the  Participant  under the  Participation
                           Agreement;


                  d.       all  representations  and warranties of the Borrowers
                           in the Loan  Agreements  and herein shall be accurate
                           and complete in all respects on and as of the date of
                           this Agreement; and

                  e.       the delivery of all documents, instruments and things
                           required under either of the Loan Agreements.

         13.      MISCELLANEOUS.

                  a. CONSTRUCTION.  The provisions of this Agreement shall be in
addition  to those of the Loan  Agreements,  any  guaranty,  pledge or  security
agreement,  note or other  evidence of liability  held by the Bank, all of which
are  incorporated  herein and shall be construed as complementary to each other.
Nothing herein  contained shall prevent the Bank from enforcing any or all other
notes,  guaranties,  pledges or security  agreements  in  accordance  with their
respective terms.

                  b. FURTHER  ASSURANCE.  From time to time,  the Borrowers will
execute and deliver to the Bank such additional  documents and will provide such
additional information as the Bank may reasonably require to carry out the terms
of this Agreement and be informed of the status and affairs of the Borrowers.

                                       12


                  c. ENFORCEMENT AND WAIVER BY THE BANK. The Bank shall have the
right  at all  times to  enforce  the  provisions  of this  Agreement,  the Loan
Agreements,  and the other Loan  Documents in strict  accordance  with the terms
hereof and  thereof,  notwithstanding  any  conduct or custom on the part of the
Bank in refraining  from so doing at any time or times.  The failure of the Bank
at any time or times to enforce its rights  under such  provisions,  strictly in
accordance  with the same,  shall not be construed as having created a custom in
any way or manner contrary to specific provisions of this Agreement or as having
in any way or manner modified or waived the same. All rights and remedies of the
Bank are cumulative and concurrent and the exercise of one right or remedy shall
not be deemed a waiver or release of any other right or remedy.

                  d. NOTICES.  Any notices or consents  required or permitted by
this Agreement shall be in writing and shall be deemed delivered if delivered in
person or if sent by certified mail, postage prepaid,  return receipt requested,
or  telegraph,  or  facsimile,  as follows,  unless  such  address is changed by
written notice hereunder:

                           If to Ad Art or Hamilton:

                           5029 Edgewater Drive
                           Orlando, Florida  32810
                           Facsimile:  (407) 521-8767
                           Attention:  President

                           with a copy to:

                           Raymond James Capital Partners, L.P.
                           c/o Raymond James Capital, Inc.
                           880 Carillon Parkway
                           St. Petersburg, Florida  33716
                           Facsimile:  (727) 575-5873
                           Attention:  Gary A. Downing

                           and

                           Kilpatrick Stockton LLP
                           1100 Peachtree Street
                           Suite 2800
                           Atlanta, Georgia  30309
                           Facsimile:  (404) 815-6555
                           Attention:  Larry D. Ledbetter

                           If to the Remaining Businesses or any of them:

                                       13


                           5029 Edgewater Drive
                           Orlando, Florida  32810
                           Facsimile:  (407) 521-8767
                           Attention:  President

                           with a copy to:

                           Raymond James Capital Partners, L.P.
                           c/o Raymond James Capital, Inc.
                           880 Carillon Parkway
                           St. Petersburg, Florida  33716
                           Facsimile:  (727) 575-5873
                           Attention:  Gary A. Downing

                           and

                           Kilpatrick Stockton LLP
                           1100 Peachtree Street
                           Suite 2800
                           Atlanta, Georgia  30309
                           Facsimile:  (404) 815-6555
                           Attention:  Larry D. Ledbetter

                           If to the Bank:

                           SouthTrust Bank
                           P.O. Box 2554
                           Birmingham, Alabama 35290
                           Facsimile #(205) 254-4852
                           Attention: Mr. Andrew Raine- Special Assets
                                                        Department

                           with a copy to:

                           Bradley Arant Rose & White LLP
                           1400 Park Place Tower
                           2001 Park Place
                           Birmingham, Alabama 35203
                           Facsimile #(205) 521-8500
                           Attention: Jay Bender, Esq.

                  e. PARTICIPATION.  Notwithstanding any other provision of this
Agreement,   the  Borrower   understands  that  the  Bank  has  entered  into  a
participation   agreement  with  the   Participant  and  may  enter  into  other
participation  agreements with other participants whereby


                                       14


the Bank will  allocate  certain  percentages  of its  commitment  to them.  The
Borrower  acknowledges that, for the convenience of all parties,  this Agreement
is being  entered  into with the Bank only and that its  obligations  under this
Agreement  are  undertaken  for the  benefit  of, and as an  inducement  to, the
Participant  and to any other  participant  as well as the Bank, and each of the
other Borrowers hereby grants to the Participant and each other participant,  to
the extent of its participation in the Obligations, the right to set off deposit
accounts maintained by the respective  Borrowers with such participant.  Each of
the Borrowers  authorizes the Bank to disclose  financial and other  information
regarding the Borrower to the Participant and other potential participants.

                  f.   GOVERNING   LAW.  This  Agreement  is  entered  into  and
performable in Jefferson County, Alabama, and the substantive Laws of the United
States and the State of Alabama,  without  giving  effect to its  principles  of
conflict  of laws,  shall  govern the  construction  of this  Agreement  and the
documents executed and delivered pursuant hereto, and the rights and remedies of
the parties  hereto and  thereto,  except to the extent that the location of any
Collateral  in a state or  jurisdiction  other than  Alabama  requires  that the
perfection of the Bank's  security  interest  hereunder,  and the enforcement of
certain of the Bank's  remedies with respect to the  Collateral,  be governed by
the laws of such other state or jurisdiction.

                  g.       SUBMISSION TO JURISDICTION; WAIVERS.

                           i.  EACH  OF THE  BORROWERS  HEREBY  IRREVOCABLY  AND
UNCONDITIONALLY:

                               (A)  SUBMITS  FOR ITSELF AND ITS  PROPERTY IN ANY
                                    LEGAL ACTION OR PROCEEDING  RELATING TO THIS
                                    AGREEMENT,    OR   FOR    RECOGNITION    AND
                                    ENFORCEMENT   OF  ANY  JUDGMENT  IN  RESPECT
                                    THEREOF,   TO  THE   NON-EXCLUSIVE   GENERAL
                                    JURISDICTION  OF THE  COURTS OF THE STATE OF
                                    ALABAMA,  THE COURTS OF THE UNITED STATES OF
                                    AMERICA   FOR  THE   NORTHERN   DISTRICT  OF
                                    ALABAMA,   AND  APPELLATE  COURTS  FROM  ANY
                                    THEREOF;

                               (B)  CONSENTS  THAT ANY SUCH ACTION OR PROCEEDING
                                    MAY BE  BROUGHT IN SUCH  COURTS,  AND WAIVES
                                    ANY  OBJECTION  THAT IT MAY NOW OR HEREAFTER
                                    HAVE TO THE  VENUE  OF ANY  SUCH  ACTION  OR
                                    PROCEEDING  IN ANY SUCH  COURT OR THAT  SUCH
                                    ACTION  OR  PROCEEDING  WAS  BROUGHT  IN  AN


                                       15


                                    INCONVENIENT  COURT AND  AGREES NOT TO PLEAD
                                    OR CLAIM THE SAME;

                               (C)  AGREES  THAT  SERVICE OF PROCESS IN ANY SUCH
                                    ACTION  OR  PROCEEDING  MAY BE  EFFECTED  BY
                                    MAILING  A COPY  THEREOF  BY  REGISTERED  OR
                                    CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR
                                    FORM  OF  MAIL),  POSTAGE  PREPAID,  TO  THE
                                    COMPANY AT ITS  ADDRESS SET FORTH IN SECTION
                                    13(D) OR AT SUCH OTHER  ADDRESS OF WHICH THE
                                    BANK  SHALL  HAVE  BEEN  NOTIFIED   PURSUANT
                                    THERETO; AND

                               (D)  AGREES THAT NOTHING  HEREIN SHALL AFFECT THE
                                    RIGHT TO EFFECT  SERVICE  OF  PROCESS IN ANY
                                    OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
                                    THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

                           ii. EACH OF THE BORROWERS AND THE BANK HEREBY:

                               (A)  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVE THE
                                    RIGHT  TO A TRIAL BY JURY IN ANY  ACTION  OR
                                    PROCEEDING OR COUNTERCLAIM OF ANY TYPE AS TO
                                    ANY MATTER  ARISING  DIRECTLY OR  INDIRECTLY
                                    OUT OF OR WITH  RESPECT  TO THIS  AGREEMENT,
                                    THE LOAN  AGREEMENTS,  THE NOTES, ANY OF THE
                                    OTHER LOAN DOCUMENTS,  OR ANY OTHER DOCUMENT
                                    EXECUTED   IN    CONNECTION    HEREWITH   OR
                                    THEREWITH; AND

                               (B)  AGREE  THAT  ANY OF THEM  MAY FILE A COPY OF
                                    THIS  AGREEMENT  WITH ANY  COURT AS  WRITTEN
                                    EVIDENCE  OF  THE  KNOWING,   VOLUNTARY  AND
                                    BARGAINED-FOR  AGREEMENT BETWEEN THE PARTIES
                                    IRREVOCABLY TO WAIVE TRIAL BY JURY, AND THAT
                                    ANY  DISPUTE  OR  CONTROVERSY  OF  ANY  KIND
                                    WHATSOEVER  BETWEEN  THEM  SHALL  INSTEAD BE
                                    TRIED IN A COURT OF  COMPE-



                                       16


                                    TENT JURISDICTION BY A JUDGE SITTING WITHOUT
                                    A JURY.

                  h. BINDING EFFECT,  ASSIGNMENT.  This Agreement shall inure to
the  benefit  of, and shall be  binding  upon,  the  respective  successors  and
permitted  assigns of the parties hereto.  The Borrowers have no right to assign
any of their rights or obligations  hereunder  without the prior written consent
of the Bank.

                  i. ENTIRE AGREEMENT, AMENDMENTS. This Agreement, including the
Exhibits hereto, all of which are hereby incorporated  herein by reference,  and
the documents  executed and delivered  pursuant  hereto,  constitute  the entire
agreement  between the parties,  and may be amended only by a writing  signed on
behalf of each party.

                  j. SEVERABILITY.  If any provision of this Agreement, the Loan
Agreements,  the Notes,  or the Loan  Documents  shall be held invalid under any
applicable  Laws, such  invalidity  shall not affect any other provision of this
Agreement or such other instrument or agreement that can be given effect without
the invalid provision, and, to this end, the provisions hereof are severable.

                  k. HEADINGS.  The paragraph and  subparagraph  headings hereof
are inserted for convenience of reference only, and shall not alter,  define, or
be used in construing the text of such paragraphs or subparagraphs.

                  l. COUNTERPARTS.  This Agreement may be executed in any number
of  counterparts,  each of which shall be deemed to be an  original,  but all of
which together shall constitute but one and the same instrument.

                  m. SEAL.  This  Agreement  is  intended  to take  effect as an
instrument under seal.

                  n. INTERPRETATION.  This Agreement,  the Loan Agreements,  and
the Loan  Documents  shall be construed  liberally to 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,  the  Loan
Agreements,  and the Loan Documents  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, the Loan Agreements,  or any
of the Loan Documents 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,  the Loan Agreements,  or the Loan Documents shall be admissible
as evidence of the meaning of this Agreement, the Loan Agreements, or any of the
Loan Documents.  Should any provision of this Agreement, the Loan Agreements, 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

                                       17


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 of this Agreement, the Loan Agreements, and
the Loan Documents.

                  o. NO  FURTHER  COMMITMENT.  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,  except as  expressly  set forth  herein  and in the Loan
Agreements,  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 Ad Art  Obligations or the Remaining
Businesses  Obligations  other than as expressly  provided in this Agreement and
the Loan Agreements.

                  p. 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.

                  q. USURY. In no event shall this or any other provision herein
or in the Loan  Agreements or other Loan Documents  permit the collection of any
interest which would be usurious under the laws of the State of Alabama.  If any
such interest in excess of the maximum rate allowable  under  applicable law has
been  collected,  each of the  Borrowers  agrees  that the  amount  of  interest
collected  above the maximum rate  permitted by  applicable  law,  together with
interest  thereon at the rate required by applicable  law,  shall be refunded to
the Borrowers,  and each of the Borrowers  agrees to accept such refund,  or, at
the  Borrowers'  option,  such refund  shall be applied as a  principal  payment
hereunder.


                                       18




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

                                        DISPLAY TECHNOLOGIES, INC.,
                                        a Nevada corporation


                                        By:    /s/ J. William Brandner
                                           ------------------------------------
                                           Name:  J. William Brandner
                                           Its:   President


                                        DON BELL INDUSTRIES, INC.,
                                        a Florida corporation


                                        By: /s/ William Brandner
                                           ------------------------------------
                                           Name:  William Brandner
                                           Its:   Chairman


                                        J. M. STEWART MANUFACTURING, INC.,
                                        a Florida corporation


                                        By: /s/ William Brandner
                                           -------------------------------------
                                           Name:  William Brandner
                                           Its:   President


                                        LA-MAN CORPORATION,
                                        a Nevada corporation


                                         By:  /s/ J. William Brandner
                                            ------------------------------------
                                            Name:  J. William Brandner
                                            Its:   Chairman


                                       19



                                         J. M. STEWART CORPORATION,
                                         a Florida corporation


                                         By: /s/ J. Willian Brandner
                                            ------------------------------------
                                            Name:  J. William Brandner
                                            Its:   Vice President


                                         J. M. STEWART INDUSTRIES, INC.,
                                         a Florida corporation


                                        By:  /s/ J. William Brandner
                                           -------------------------------------
                                           Name:  J. William Brandner
                                           Its:   Vice President


                                         VISION TRUST MARKETING, INC.,
                                         a Florida corporation


                                         By: /s/ J. William Brandner
                                            ------------------------------------
                                            Name:  J. William Brandner
                                            Its:   President


                                         LOCKWOOD SIGN GROUP, INC.
                                         a Florida corporation


                                         By:  /s/ J. William Brandner
                                            ------------------------------------
                                            Name:  J. William Brandner
                                            Its:   Chairman



                                          HAMILTON DIGITAL DESIGNS, LTD.

                                          By:  /s/ J. William Brandner
                                             -----------------------------------
                                             Name:  J. William Brandner
                                             Its:   Chairman



                                       20


                                          AMERIVISION OUTDOOR, INC.

                                          By:  /s/ Todd D. Thrasher
                                             -----------------------------------
                                             Name:  Todd D. Thrasher
                                             Its:   Vice President


                                          SOUTHTRUST BANK

                                           By: /s/ Andrew Raine
                                              ----------------------------------
                                              Name: Andrew Raine
                                              Its:  Vice President







STATE OF GEORGIA  )
                  :
FULTON COUNTY     )


                  I, the undersigned,  a notary public in and for said county in
said state, hereby certify that J. William Brandner,  whose name as President of
Display  Technologies,  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 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  11th  day of
January, 2001.

                                                 [signed]
                                          -------------------------
                                               Notary Public

[NOTARIAL SEAL]           My commission expires: [Notary Stamp appears here]









STATE OF GEORGIA    )
                    :
FULTON COUNTY       )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby certify that J. William Brandner,  whose name as Chairman 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  11th  day of
January, 2001.


                                              [signed]
                                          -------------------------
                                               Notary Public

[NOTARIAL SEAL]            My commission expires:[Notary Stamp appears here]






STATE OF GEORGIA     )
                     :
FULTON COUNTY        )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby certify that J. William Brandner,  whose name as Chairman 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 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  11th  day of
January, 2001.


                                                  [signed]
                                          -------------------------
                                               Notary Public

[NOTARIAL SEAL]         My commission expires: [Notary Stamp appears here]








STATE OF GEORGIA     )
                     :
FULTON COUNTY        )


                  I, the undersigned,  a notary public in and for said county in
said state, hereby certify that J. William Brandner,  whose name as President 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 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  11th  day of
January, 2001.


                                              [signed]
                                          -------------------------
                                               Notary Public

[NOTARIAL SEAL]         My commission expires:  [Notary Stamp appears here]









STATE OF GEORGIA     )
                     :
FULTON COUNTY        )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby certify that J. William Brandner,  whose name as Chairman of
La-Man  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  11th  day of
January, 2001.


                                               [stamp]
                                          -------------------------
                                               Notary Public

[NOTARIAL SEAL]       My commission expires:  [Notary Stamp appears here]







STATE OF GEORGIA        )
                        :
FULTON COUNTY           )


                  I, the undersigned,  a notary public in and for said county in
said  state,  hereby  certify  that  J.  William  Brandner,  whose  name as Vice
President 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 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  11th  day of
January, 2001.


                                              [signed]
                                          -------------------------
                                               Notary Public

[NOTARIAL SEAL]      My commission expires:  [Notary Stamp appears here]







STATE OF GEORGIA           )
                           :
FULTON COUNTY              )


                  I, the undersigned,  a notary public in and for said county in
said  state,  hereby  certify  that  J.  William  Brandner,  whose  name as Vice
President 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 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  11th  day of
January, 2001.


                                                [signed]
                                          -------------------------
                                               Notary Public

[NOTARIAL SEAL]             My commission expires:  [Notary Stamp appears here]








STATE OF GEORGIA           )
                           :
FULTON COUNTY              )


                  I, the undersigned,  a notary public in and for said county in
said state, hereby certify that J. William Brandner,  whose name as President 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 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  11th  day of
January, 2001.

                                               [signed]
                                          -------------------------
                                               Notary Public

[NOTARIAL SEAL]         My commission expires:  [Notary Stamp appears here]









STATE OF GEORGIA           )
                           :
FULTON COUNTY              )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby certify that J. William Brandner,  whose name as Chairman 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 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  11th  day of
January, 2001.

                                              [signed]
                                          -------------------------
                                               Notary Public

[NOTARIAL SEAL]          My commission expires:  [Notary Stamp appears here]








STATE OF GEORGIA           )
                           :
FULTON COUNTY              )


                  I, the undersigned,  a notary public in and for said county in
said state,  hereby certify that J. William Brandner,  whose name as Chairman of
Hamilton  Digital  Designs,  Ltd.,  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  11th  day of
January, 2001.

                                               [signed]
                                          -------------------------
                                               Notary Public

[NOTARIAL SEAL]             My commission expires:  [Notary Stamp appears here]







STATE OF GEORGIA           )
                           :
FULTON COUNTY              )


                  I, the undersigned,  a Notary Public in and for said County in
said State, hereby certify that Todd D. Thrasher whose name as Vice President of
AmeriVision  Outdoor,  Inc., is signed to the foregoing  instrument,  and who is
known to me,  acknowledged  before me on this day that,  being  informed  of the
contents  of 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  official  seal  this  11th  day of
January, 2001.

                                                [signed]
                                          -------------------------
                                               Notary Public

[NOTARIAL SEAL]           My commission expires:  [Notary Stamp appears here]







STATE OF ALABAMA           )
                           :
JEFFERSON COUNTY           )


                  I, the undersigned,  a Notary Public in and for said County in
said State,  hereby  certify that Andrew Paine,  whose name as Vice President 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  official  seal  this  18th  day of
January, 2001.

                                                  [signed]
                                          -------------------------
                                               Notary Public

[NOTARIAL SEAL]        My commission expires:  [Notary Stamp appears here]





                                    EXHIBIT A

                              AD ART LOAN AGREEMENT






                                    EXHIBIT B

                       REMAINING BUSINESSES LOAN AGREEMENT








                                    EXHIBIT C

                             LIST OF LOAN DOCUMENTS







                                    EXHIBIT D

                  DESCRIPTION OF AD ART INELIGIBLE RECEIVABLES







                                    EXHIBIT E

               DESCRIPTION OF REMAINING BUSINESSES EXCLUDED ASSETS