Exclusive Distributor Agreement

Exhibit 10.46


[LETTERHEAD OF NIMLOK COMPANY]


D I S P L A Y A N D E X H I B I T S Y S T E M S


Nimlok Company o 7420 N. Lehigh Ave. o Niles, Illinois 60714-4024 Phone: 847-647-1012 o Fax: 847-647-2044 o www.nimlok.com


July 8, 1998


EXCLUSIVE DISTRIBUTOR AGREEMENT


Mr. Don McNamee Display Arts 1425 Elm Hill Pike Nashville, TN 37210


Dear Don,


We would like to confirm the details of the future distribution of Nimlok products in your area.


The Nimlok commitments would include the following:


1. You will be the only Nimlok distributor appointed by Nimlok in the
territory defined as the State of Tennessee, excluding the
Chattanooga area as defined by zip codes 373 and 374.


Nimlok agrees not to appoint any other distributor with a sales
location in the territory and not to make any direct sales to
customers in the territory. Incidental to your activities in the
territory, you may also sell Nimlok products to customers outside
your territory and other distributors may similarly sell Nimlok
products to customers within your territory.


2. Nimlok will supply you with all sales leads for the area.


3. We will make available to you, the discounts, bonuses (currently 40%
+ 5% volume related bonus) and prices available to our most favored
distributors.


4. We will supply you with all of the marketing support programs
including showroom programs, signage, Yellow Pages programs, and
co-op advertising programs, as defined in the current Distributor
Program.


5. All of our sales and designing know-how and training facilities will
be at your disp ...