SUPPLY AGREEMENT

      This Agreement,  effective as of the 24th day of February 1997, is between
GM-DI LEASING CORPORATION,  a Delaware corporation with its principal off~ces at
3044 West Grand Boulevard,  Detroit,  Michigan (hereinafter called "GM-DI"), and
PLASTI-LINE  INC., a Tennessee  corporation,  with its principal  offices at 623
East Emory Road, Powell, Tennessee (hereinafter called PLASTI-LINE ),

WITNESSETH:

      WHEREAS,  GM-DI  is in the  business  of  leasing  "Dealer  Identification
Signs," as such term is  hereinafter  defined,  to motor vehicle  dealers and/or
distributors   franchised  by  and/or  under   contract   with  General   Motors
Corporation,  a Delaware  corporation,  its divisions,  units,  subsidiaries and
affiliates; and

      WHEREAS,  PLASTI-LINE is in the business of  manufacturing  and assembling
signs and has made a proposal which is acceptable to GM-DI to furnish GM-DI with
Dealership  Identification  Signs and certain  replacement  parts therefor which
meet GMDl's specifications;

 NOW,  THEREFORE,  in  consideration  of  the  mutual  conditions  and  promises
expressed herein, GM-DI and PLASTI-LINE agree as follows:

1. DEFINITIONS

      1.01  "Bailment  Agreement"  shall  mean  the  Bailment  Agreement,  dated
February 24, 1997, by and between GM-DI and PLASTI-LINE .

      1.02   "Dealer"    shall   mean   the    individual,
partnership  or  corporation,   including  all  authorized
representatives     thereof,     to    whom     Dealership
Identification Signs are leased by GM-DI.

      1.03 "Direct Labor Costs" shall mean all straight-time  wages of employees
who perform  manufacturing or erecting  operations which add to the dollar value
of the products being produced, assembled or erected.

      1.04 "Erector" shall mean PLASTI-LINE or its "Subcontractor," as such term
is  hereinafter  defined,  performing  work at a  dealership  location  or other
locations as specified by GM-DI.

      1.05  "Lease   Agreement"   shall  mean  GM-Dl's   authorized   Dealership
Identification Lease Agreement with its lessees,  including Exhibits A through D
thereof, a specimen copy of which is attached hereto as Exhibit H.

      1.06   "Program"   shall  mean  the  General  Motors
Corporation Dealership Identification Sign Program.

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      1.07 "Program  Specifications"  shall mean the general  specifications for
the General Motors Dealership  Identification Sign Program,  dated September 28,
1995, pages 1 through 59 inclusive and the latest revisions  thereto,  a copy of
which is attached hereto as Exhibit B.

      1.08  "PLASTI-LINE  Cost"  shall mean  applicable  Direct  Labor Costs and
mutually  agreed upon  manufacturing  and overhead costs and/or direct  material
costs or invoice  costs to  PLASTI-LINE  for products  and  services  purchased,
equipment purchased or rented, and/or used on GM-Dl's behalf, including erection
costs of subcontractors and freight charges used exclusively on GM-Dl's behalf.

      1.09  "Subcontractor"  shall mean any person or firm  performing  work for
PLASTI-LINE other than an employee.

      1.10 "Survey" shall mean the on-site  inspection of dealership  facilities
by  PLASTI-LINE  or its  representatives  in accordance  with the procedures set
forth in the survey  instruction  booklet of GM-DI,  a copy of which is attached
hereto as Exhibit G.

      1.11  "Installation"   shall  mean  all  work  required  or  performed  by
PLASTILINE,  its erectors,  agents,  and/or  subcontractors,  to put  Dealership
Identification  Signs,  Replacement Faces,  and/or Component Parts, in place and
ready for their intended use, in accordance  with Program  Specifications.  Such
work shall include but not be limited to all standard program  foundation types,
regardless  of ground  and/or  soil  conditions  or surface  materials,  and all
required travel and equipment.

      1.12 "Non Standard Prices" shall mean the price charged by PLASTI-LINE for
the manufacture,  fabrication,  refurbishment, and/or installation of Dealership
Identification Signs,  Replacement Faces, and/or Component Parts or for services
performed, which are not
set forth in Exhibit D attached hereto.

      1.13 "Returned Goods" shall mean the sign box frame,  full height columns,
rotator support weldments, and base covers of any sign which has been authorized
by GMDl to be removed and returned to inventory by issuance of a Purchase  Order
release

      1.14 "Established Time Periods" shall mean the number of days allotted for
the  completion  of  Installations  as  provided in Section  13.03,  Removals as
provided in Section 18.02,  Replacement  Parts as provided in Section 20.02, and
Relocations as provided in Section 20.02 of this Agreement.

      1.15  "GM-DI"  shall  mean  GM-DI  Leasing  Corporation,   General  Motors
Corporation, and/or any designated agent employee, or representative.

      1.16  "PLASTI-LINE's  Actual  Cost" shall mean the  invoice  price paid by
Plasti- Line,  including all price reductions but without markup,  for materials
and/or services.

2. TENDERS

GM-DI reserves the right to accept or reject any bid or any part of any bid.


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        3. AGREEMENT TO FURNISH SERVICES AND GOODS

      Upon and subject to the terms and conditions of this Agreement, PLASTILINE
agrees to fabricate,  assemble,  remanufacture,  transport, install, service and
repair Dealership  identification  Signs and certain replacement parts therefor;
and  GM-Di   agrees  to  pay  PLASTi-  LINE  for  the   fabrication,   assembly,
remanufacture,   transportation,   installation,  service  and  repair  of  such
Dealership  Identification Signs and such replacement parts.  PLASTI-LINE hereby
acknowledges and agrees,  however, that GM-DI may, at its option,  contract with
firms  other than  PLASTI-LINE  for the  fabrication,  assembly,  remanufacture,
transportation,  installation,  service and repair of Dealership  Identification
Signs,  replacement  parts  tnerefor,  and any other  signs to be  installed  or
removed under this Agreement.

4. PRICES FOR THIS QUOTATION

      4.01 The prices  for the  fabrication,  assembly  and/or  installation  of
Dealership  Identification Signs and /or replacement parts shall be as set forth
in
Exhibit H attached hereto.

      4.02 The prices for the installation of Dealership  Identification  Signs,
Replacement  Faces,  and/or  component parts shall include all costs incurred by
PLASTILINE,  both known and unknown at the time of  installation,  including all
surface and/or soil conditions,  travel and equipment, which are associated with
the installation of such Dealership  Identification Signs, Replacement Faces,/or
Component Parts with exception as noted in Section 4.09.  Mod)fications  such as
special  wiring or changes  to circuit  disconnections  and  switches  which are
occasionally  required  by  local  code in  certain  areas  are part of the work
contemplated by this Agreement and are included in such prices.

      4.03 The  prices  for  product  shall  include  the  cost to  manufacture,
fabricate,   refurbish,   and/or  assemble  Dealership   Identification   Signs,
Replacement   Faces  and/or   component   Parts~  in  accordance   with  Program
Specifications. Such prices shall include items such as but not limited to: sign
box,  columns,  base covers,  logo boxes,  cladding,  ballast,  interior wiring,
lamps,  sockets,  faces, as well as associated nuts,  bolts,  and  miscellaneous
hardware.

      4.04 The prices for the installation of the electrical  circuits necessary
to energize Dealership  Identification Signs shall be on a per linear foot basis
which includes the cost of all trenching, backfill,  compaction,  resurfacing to
like  conditions,  conduit,  wire,  labor and other work  necessary to achieve a
complete and finished job  regardless of surface  and/or sub soil  conditions or
the length of the electrical run. The Plot Plan and associated electrical wiring
diagram, which is Exhibit B to the respective Lease Agreement,  shall be used in
determining the field electrical requirements for a specific installation.  When
electrical runs exceed more than four hundred fifty (450) feet,  PLASTI-LINE may
utilize  a metered  power  pole to  provide  the  electrical  power to the sign,
however, the power drop may not be closer than fifty (50) feet unless local code
warrants otherwise.

<PAGE>

      4.05 Dealership sizes are generally  determined on the basis of dealership
planning potential and the categories may differ between different  divisions of
General  Motors  Corporation;  and the  dealership  size shown on GM-Dl's Survey
Request  form  for such  dealership  shali  establish  the  dealership  size for
purposes of this section.

      4.06  The  freight   charges   for  the   transportation   of   Dealership
Identification  Signs,  Replacement  Faces and/or component parts, to dealership
locations shall be invoiced to GM-DI by PLASTI-LINE at PLASTI-LINE's actual cost
without mark-up. Al1 discounts,  reductions,  refunds, abatements or other forms
of price benefit received by PLASTI-LINE shall be passed through to GM-DI at the
time of invoicing. Any such discount, reduction, refund, abatement or other form
of price benefit received by PLASTI-LINE subsequent to invoicing of the original
transportation  charge shall be passed through to GMDl  immediately upon receipt
by PLASTI-LINE.

      4.07 The prices for the other  services  and goods  which  PLASTI-LINE  is
specificaliy  authorized  to furnish  to GM-DI  under  this  Agreement  shall be
determined  in  accordance  with the  applicable  formula set forth in the other
Sections of this Agreement which describe such services and goods.

      4.08 GM-DI acknowledges that on occasion,  PLASTI-LINE will be required to
manufacture and/or install Dealership  Identification Signs,  Replacement Faces,
and/or  Component Parts or perform  services for which contract  pricing has not
been established.  On such occasions, prior to beginning work, PLASTI-LINE shall
submit a "Non Standard  Letter" to GM-DI  detailing  the estimated  cost and the
reason  for  such  work.  In  the  event  that  the  work  is  subcontracted  by
PLASTI-LINE,  PLASTI-LINE  shall  obtain a minimum  of three  bids from  equally
qualified subcontractors and shall submit the bids to GM-DI. Thereafter, no work
shall be done until  GM-Dl's  approval is obtained.  In the event the  estimated
cost is approved,  said costs will be invoiced by  PLASTI-LINE at PLASTI-LINE 's
actual cost.

      4.09 GM-DI acknowledges that the prices for the installation of Dealership
Identification Signs, Replacement Faces, and/or Component Parts, as set forth in
Exhibit H shall not include the cost of the following, which will be invoiced to
GM-DI at Non Standard Prices:

Costs resulting from dealer interruptions and/or interference.

Costs associated with special foundations such as pilings and soil borings.

- Costs of installation of roof and/or wall projections sub-structures.

      4.10 Pricing under the terms of this Agreement shall be fixed for a period
of three (3) years following the commencement of this agreement. Thereafter, and
in each  subsequent year during the life of this  Agreement,  PLASTI-LINE  shall
submit to GM-DI proposed pricing  adjustments for consideration by GM-DI.  Price
adjustments submitted for consideration must be market justifed.

5. TAXES

      The  prices  charged  by  PLASTI-LINE  under this  Agreement  include  all
applicable  federal,  state and local  taxes  except  for sales or use taxes and
personal  property  taxes  assessed  against  the  personal  property  of  GM-DI
furnished to PLASTI-LINE under this Agreement.

<PAGE>

6. INSURANCE

        6.01 PLASTI-LINE shall, during the term of this
  Agreement, obtain and maintain the following insurance
 policies in addition to any  insurance  policies  required  under any  purchase
 orders issued to  PLASTI-LINE  by GM-DI under this Agreement or under any other
 sections of this
                        Agreement.

A.  A  comprehensive   General   Liability   Insurance  Policy  (which  includes
Contractual Liability coverage) including Products Completed Operations coverage
with a single limit of liability of not less than $2.0 million per occurrence as
protection  against  risks of damage or  destruction  of  property  or  personal
injury, sickness or disease (including death resulting at any time therefrom) of
persons resulting from any action, omission or operation under this Agreement or
in connection with the work.

B. A Comprehensive  Automobile  Liability Insurance policy covering all owned or
non-owned  equipment  used in  connection  with the work with a single  limit of
liability of not less than $2.0 million per  occurrence  as  protection  against
risks of damage or destruction of property or bodily injury, sickness or disease
(including death resulting at any time therefrom) of persons.

C. Workers' Compensation and any insurance required by any Employee Benefit Acts
or other statutes applicable.  All such insurance shall be in amounts aufficient
to protect PLASTI-LINE from any liability for bodily injury, sickness or disease
(including  death  resulting at any time  therefrom) of any of their  employees,
including  any  liability  or damage which may arise by virtue of any statute or
law in force. If PLASTI-LINE is a self-insurer, the certificate(s) issued by the
appropriate  agency of the state shall be furnished  by such agency  directly to
GM-DI.

6.02 All  insurance  policies  shall be  underwritten  by an insurer or insurers
class)fied  as "A+10" or better or by Best's  Policyholder's  Rating,  or in the
alternative,  by an insurer or insurers satisfactory to GM-DI. The Comprehensive
General Liability and  Comprehensive  Automobile  Liability  policies shall name
GM-DI as an additional  insured  thereunder,  and shall provide for a minimum of
ten (10) days' prior written notice of cancellation to GM-DI. Plasti-Line agrees
to hold GM-DI  harmless from any action,  claim or settlement by and/or with any
employee,  independent contractor, or subcontractor under workmen's compensation
or any other  employee  benefits  act or  statute.  PLASTI-LINE  shali  annually
provide GM-DI with certificates evidencing all insurance.

<PAGE>

                  7. INVOICING & PAYMENT

      7.01  PLASTI-LINE  may invoice GM-DI for materials and services which have
been  specifically  authorized  by GM-DI as evidenced by the issuance of a valid
Purchase  Order  release.  Such  invoices  shall be submitted to GM-DI only upon
completion  of all work  required  under  the  applicable  line  item of a valid
Purchase Order  release.  GM-DI shall pay invoices and other claims for payment,
which are  submitted  to GM-DI  within six (6) months of the  completion  of the
underlying Purchase Order release. Thereafter, GM-DI shall have no obligation to
pay invoices  and other claims for payment and payment of such,  shall be at the
sole option of GM-DI.

      7.02 Upon  installation  of any Dealership  Identification  sign(s) and/or
replacement  part(s),  PLASTI-LINE  shall invoice GM-DI for one hundred  percent
(100%) of the  product  price,  transportation  charges,  installation  charges,
permit and/or variance charges,  and all other charges related to the applicable
line item of the related  Purchase  Order  release.  Each  invoice  submitted by
PLASTI-LINE  pursuant  to  this  section  shall  be  accompanied  by any and all
subcontractor  and/or  PLASTI-LINE  invoices for materials and/or services which
are not  included as a  component  of the  contract  price of  materials  and/or
services for which GM-DI is invoiced.

      7.03 For re  manufactured  Dealership  Identification  signs,  PLASTI-LINE
shall invoice GM-DI for one hundred percent (100%) of the current contract price
for such items upon  completion of all work required by the applicable line item
of the related  Purchase Order release and such price shall include all costs of
refurbishing columns, base cover, sign box frames, and rotator support weldments
when  applicable  and all other  components  which require  refurbishment.  Such
invoices  shall be submitted  pursuant to Section  7.01 above and shall  include
transportation  charges,  installation charges,  permit and/or variance charges,
and all  other  charges  related  to the  applicable  line  item of the  related
Purchase Order release.

      7.04 In addition to any other documents  which  PLASTI-LINE is required to
procure  or  submit  in  connection  with  invoices  under  this  section,  upon
completion of any installation of Dealership  Identitcation Sign(s),  regardless
of whether such installation is a new installation, a relocation, a removal or a
reinstallation,  PLASTI-LINE  shall have the dealer  execute a completed  dealer
acceptance  form and submit such dealer  acceptance  form, a description  of the
Dealership  Identification Sign(s) installed, a listing of the serial numbers of
the Dealership  Identification Sign(s) installed,  photographs of the Dealership
Identification  Sign(s)  installed  and such  other  information  as  GM-DI  may
reasonably  require,  with the PLASTI-  LINE invoice to GM-DI.  In addition,  at
least one (1) of the  photographs  must be from such a distance  that the entire
Dealership  Identification  Sign(s)  (including  the graphics of the  Dealership
Identification  Sign(s) face are visible. if PLASTI-LINE is unable to obtain the
dealer's  signature  on the  dealer  acceptance  form  for  reasons  other  that
PLASTI-LINE  's failure to complete  the  installation  in  accordance  with the
Program  Specitcations,  PLASTI-LINE  shall  submit a  written  report  to GM-Di
detailing the problem prior to submitting an invoice. GM-DI shall advise PLASTI-
LINE  within   forty-five  days  after  receiving  such  report  as  to  whether
PLASTI-LINE  is  authorized  to submit an  invoice  to GMDl  without  the dealer
acceptance  form. Upon approval,  PLASTI-LINE may invoice GM-DI for the complete
work without the completed dealer acceptance form.

<PAGE>

      7.05 For any Dealership  Identification sign(s) and/or replacement part(s)
which will not be installed by  PLASTI-LINE,  PLASTI-LINE  may invoice GM-DI for
one hundred  percent  (100%) of the price for such items plus the actual cost of
freight  at  the  time  that  such  Dealership   Identification  sign(s)  and/or
replacement part(s) are delivered.

      7.06 The payment term for all invoices submitted by PLASTI-LINE under this
agreement shall be net 24TH PROXIMO.  Ail payments are subject to charge-back if
installation deficiencies and or omissions are subsequently noted.

      7.07  Each  invoice  shall  be  accompanied  by a  copy  of  the  relevant
permit(s).  If no permit(s)  are  required,  a statement to that effect is to be
attached.  PLASTI-LINE shall also submit the following  documents in addition to
such  other  documents  which  may be  required  under  other  sections  of this
agreement:

Replacement  Parts Order
Original  Dealer  Acceptance Form
Original Before and  After   Photographs
Original   Destruction   Photographs
Original Destruction Certificate

Removal Order
Original  Dealer  Acceptance  Form
Original Before and After Photographs
Original   Destruction   Photographs
Original  Destruction Certificate
Foundation  Release  Form (When  Foundation  Is Not  Removed)
Foundation Resurface Photograph

Sign  Installation  Orders
Original Dealer Acceptance Form
Original Before and  After  Photographs
Electrical  Service  Diagram
Junction  Box Photo
Photocopy Of Permits

Relocation  Orders
Original  Dealer  Acceptance  Form
Original Before and After  Photographs
Electrical  Service  Diagram
Junction Box  Photograph
Photocopy Of Permits

<PAGE>

Non Standard Letters

Original Non Standard Letter
Original Completion Photographs
Original Invoices for Subcontracted Work
Original Invoices for Materiai Used and/or Equipment Rented by
 Erector
Photocopies of Invoices for Materials Used and/or Equipment
 Rented by Erector
Original Invoices for Freight
Original Staff Time Logs

8. STATUS REPORTS

      8.01  PLASTI-LINE  shall, on a daily basis,  transmit to GM - Dl status of
purchase  order  releases  and other work  requests.  These  transmissions  will
consist of Order, Product and Line item status, also Line Item Delay Codes.

      8.02  PLASTI-LINE  shall also  furnish  GM-Di with such other  information
which GM-DI may hereafter reasonably require.

9. FIELD REPRESENTATIVES

      9.01  Throughout the term of this  Agreement,  PLASTI-LINE  shall employ a
number of field  representatives  agreed to by GM-DI,  aufficient  to adequately
provide  the  required  service  within  the  allotted  time  frame.  Such field
representatives  shall be  located  throughout  the  United  States  in order to
properly  control all field  activities  where  PLASTILINE has installed or will
install Dealership Identification Signs.

      9.02 The field  representatives  shall be responsible  for supervising all
aspects of the installation of Dealership  Identification  Signs,  including (i)
the taking of  Surveys,  (ii) the  securing  of  permits  and  variances,  (iii)
investigation of easements and  rights-of-way,  (iv) job  coordination,  (v) the
filing  of  progress   reports,   (vi)  final   inspection  of  any   Dealership
Identification  Signs installed,  and (vii) procuring the Dealer's acceptance of
the   installation  of  any  Deaiership   Identification   Signs.   Accordingly,
PLASTI-LINE  agrees that it shall take  actions as are  necessary to ensure that
such  field  representatives  shall  have full and  complete  knowledge  of this
Agreement  and its  provisions,  and that such  field  representatives  shall be
trained  in all  phases  of the  taking  of  Surveys  and of sign  construction,
installation and removal.

      9.03 The held representatives  shall have, on behalf of PLASTI-LINE direct
contact  with the  Dealers  at the  dealership  locations.  Whenever a Survey is
requested by GM-DI, the field representative shall personally contact the Dealer
and its respective  zone office to arrange for the taking of the Survey.  Before
and after the  Survey is taken,  the  field  representative  shall  discuss  the
Program with the Dealer. Further, the field representative shall also review the
results of the Survey  with the Dealer and obtain the  Dealer's  approval of the
Survey on the  Survey  form,  a  specimen  copy of which is  attached  hereto as
Exhibit  F. In the  event the  Dealer  does not agree  with the  results  of the
Survey,  the field  representative  shall note that fact on the Survey  form and
shall also indicate thereon the Dealer's preferences.

<PAGE>


      9.04 At the discretion of the field representative, a Subcontractor may be
employed to assist in the taking of Surveys or in the installation of Dealership
Identification  Signs. Prior to the Subcontractor's  making any contact with the
Dealer,  however, the field representative shall fully apprise the Subcontractor
of this Agreement and of their responsibilities hereunder.

10. SUBCONTRACTORS

      10.01  PLASTI-LINE shall make prompt payments to any  Subcontractors  upon
completion  of  their  required  work  and  upon  their   submission  of  proper
documentation  to PLASTI-  LINE . Further,  nothing in this  Agreement  shall be
construed as prohibiting  PLASTI-LINE  from making payments to Erectors or their
subcontractors  for portions of work  completed in  accordance  with the Program
Specifications prior to final acceptance of the entire work by GM- DI.

      10.02 GM-DI shall,  if necessary,  advise  PLASTI-LINE  of  unsatisfactory
performance of a  Subcontractor.  PLASTI-LINE  shall  thereafter  take immediate
action to correct the situation.

      10.03  PLASTI-LINE   shall  provide  all   Subcontractor   manuals  and/or
instructions  which specifically  include program  entitlements to dealers local
restrictions and determines what the dealer requires.  PLASTI-LINE shall provide
these  manuals  without  expense  to GM - Dl.  At the  onset of this  Agreement,
PLASTI-LINE shall supply copies of all manuals and/or  instructions to GM-DI for
approval,  and PLASTI-LINE shall not distribute any such manuals or instructions
until the same have been approved by GM-DI.

11. QUALITY CONTROL

      11.01  PLASTI-LINE  shall  install  and  maintain  in its  plant a quality
control and inspection system,  using standards acceptable to GM-DI, in order to
ensure  absolute  conformity to all  fabrication  requirements  and color ranges
established by the Program Specifications.

      11.02  PLASTI-LINE  agrees  that GM-DI shall be  permitted  to inspect and
review PLASTI-LINE plant facilities from time to time during PLASTI-LINE regular
business hours to ensure quality is being maintained throughout.

12. SURVEYS

      12.01  GM-DI  may,  from time to time,  require  PLASTI-LINE  to conduct a
Survey or Surveys at a  particular  dealership  location.  All  requests for the
taking of such  Surveys  shall be through  the  issuance  by GM-DI of a purchase
order release.

<PAGE>


      12.02 All Surveys  shall be conducted by qualified  persons  ("Surveyors")
utilized by PLASTI-LINE  for that purpose,  and shall be conducted in accordance
with the instructions set forth in the survey  instruction  booklet of GM-DI. In
particular,  the  Surveyor  will  review  with the  Dealer  all local  sign code
restrictions with emphasis on possible installation delays which may result from
variance  appeals.  The Survey  form(s) are to be  completely  filled out by the
Surveyor,  reviewed in detail and approved by the Dealer, and submitted to GM-DI
within thirty (30) d_ys after PLASTI-LINE receipt of the Survey Request form. If
this deadline is not met,  PLASTI-LINE will incur the cost of the survey. In the
event the surveyor does not agree with the recommended sign location,  he should
indicate so on the survey.

      12.03 If an installation of a Dealership Identification Sign or Signs at a
dealership   location  is  unacceptable   because  of  incorrect  or  incomplete
information  from Plasti- Line  contained  in the Survey,  PLASTI-LINE  shall be
responsible  for,  at the sole  option of GM-DI,  all costs of having a Surveyor
recontact  the Dealer to resolve the problem,  and if  necessary,  of having the
Dealership  Identification  Sign(s) returned to PLASTI-LINE  plant or having the
Dealership  Identification  Sign(s)  relocated  to such  locations(s)  as may be
agreed to by the Dealer and GM-DI.

      12.04 In the event it is  necessary  to have the  Surveyor  recontact  the
dealership in order to clarify  PLASTI-LINE  previous  Survey of the  dealership
location,  PLASTI- LINE agrees to have such recontact made at its expense within
thirty  (30) days  after  GM-DI  not)fies  PLASTI-LINE  that such  recontact  is
necessary.  If an additional  Surveyor  contact is requested by GM-DI in writing
for reasons other than for the  clarification  of PLASTI-LINE  previous  Survey,
PLASTI-LINE  shall conduct a full and complete Survey and shall submit to GM- DI
all necessary forms and photographs. Thereafter, PLASTI-LINE shall invoice GM-DI
at the applicable price set forth in Exhibit H.

      12.05 In the event that a request  for a Survey is canceled by GM-DI after
PLASTI-LINE  has incurred  costs related to the survey but before the survey has
begun,  PLASTI-  LINE shall  cease all work on the survey and  invoice  GM-DI at
fifty  percent  (50%) of the contract  price for such survey.  If the survey has
already  begun,  PLASTI-LINE is to complete the survey and to submit the results
of the survey with an invoice at the regular price for such survey.

13. DEALERSHIP IDENTIFICATION SIGN ORDERS

      13.01 In the event GM-DI  wishes  PLASTI-LINE  to  fabricate  and assemble
Dealership  Identification  Signs, GM-DI shall issue a purchase order release to
PLASTI-LINE  indicating the number and types of Dealership  Identification Signs
to be produced.

      13.02  GM-DI  shall  have no  responsibility  to pay  PLASTI-LINE  for the
fabrication  and  assembly of any  Dealership  Identification  Signs unless such
Dealership  Identification  Signs were  fabricated  and  assembled  pursuant  to
purchase order releases issued by GM-DI.

<PAGE>

      13.03 In the event GM-DI wishes  PLASTI-LINE  to install all or any of the
Dealership Identification Sign(s) specified in any purchase order release, GM-DI
shall  so  indicate  that  fact  on such  purchase  order  release.  Thereafter,
PLASTI-LINE or its  Subcontractor  shall,  in accordance with the procedures set
forth in Section 14 hereof, promptly secure any and all permits and/or variances
necessary to allow for the installation of the Dealership Identification Sign(s)
in  question;  and  PLASTI-LINE  shall  not  proceed  with  the  production  and
installation  of the Dealership  Identification  Sign(s)  ordered by GM-DI until
such permits and/or  variances have been obtained.  The required time frame from
secural of

14. PERMITS AND VARIANCES

      14.01 PLASTI-LINE or its  Subcontractor  shall promptly secure all permits
and/or  variances  necessary  to allow for the  installation  of any  Dealership
identification  Signs  ordered by GM-DI if the purchase  order  release for such
Dealership  Signs  indicates  that  PLASTI-  LINE is to install  the  Dealership
Identification  Signs specified in such release.  PLASTI-LINE shall advise GM-DI
as soon as such permits and/or  variances  have been obtained.  In the event the
Dealership  Identification  Signs are to be installed in an area where it is not
necessary to obtain such permits  and/or  variances,  PLASTI-LINE  shall provide
GM-DI  with a written  statement  to that  effect.  Until  such  permits  and/or
variances have been obtained,  or until Gl\l-DI has received  not)fication  from
PLASTI-LINE  that no such permits and/or  variances are  necessary,  PLASTI-LINE
shall not produce or install the Dealership Identification Signs in question.

      14.02 Any  engineering  certification  costs or other special  engineering
fees  required to obtain a sign permit shall be invoiced to GM-DI with  complete
details of the services  involved at PLASTI-LINE Cost . PLASTI-LINE is to notify
GM - Dl of the  probability of obtaining the  permiVvariance.  Whenever  permits
cannot be  obtained  without  appeal to formal  proceedings,  PLASTI-LINE  shall
obtain prior approval from GM-DI before making any filing or incurring any legal
fees.  Under no  circumstances  shall GM-DI be a party to any proceedings in law
without its prior written approval,  and PLASTI-LINE shall be solely responsible
for the payment and reasonableness of any legal fees incurred.  PLASTILINE shall
invoice GM-DI for PLASTI-LINE reasonable cost of such expenses,  including legal
fees.

      14.03 Should it become  necessary for PLASTI-LINE to perform services over
and above those  normally  required  to obtain a permit,  such as  appealing  an
adverse  decision  regarding the permit  application,  PLASTI-LINE  shali notify
GM-DI promptly of its intention to perform such services, and if the total costs
of any such  services  will  exceed  $240.00,  PLASTI-  LINE shall not  commence
performing such services until it has received the written  approval of GM-DI to
perform such services. Upon completion of its performance of any such additional
services,  PLASTI-LINE may invoice GM-DI at PLASTI-LINE Cost for its performance
of such services.  All such invoices  submitted by PLASTI-LINE  must be itemized
and must be  accompanied  by the necessary  documentation  to  substantiate  the
expenses incurred by PLASTI- LINE in performing such additional services.

<PAGE>

15. UNAUTHORIZED PAYMENTS OR GRATUITIES

      It is understood and agreed by the parties hereto,  and PLASTI-LINE hereby
represents to GM-DI,  that in  performing  services  under this  Agreement or in
connection herewith, neither PLASTI-LINE nor any person acting on its behalf has
given or  offered  to give,  or will give or offer to give,  any sum of money or
anything of value,  to any person,  directly or indirectly,  as an inducement to
influence  the  granting of any permit or  variance or the terms and  conditions
under which any permit or variance is to be obtained, regardless of whether such
an act constitutes a violation of law.

16. BUILDING MOUNTED INSTALLATIONS

      16.01  Whenever  PLASTI-LINE  is  required  to install a building  mounted
Dealership  Identification Sign, GM-DI shall obtain the services of a registered
professional  engineer who is registered in the state in which the  installation
work  is to be  performed  (i) to  determine  the  soundness  of the  dealership
building structure,  what mod)fications will be required thereto, and the design
of the supporting structure for the Dealership  Identification Sign(s); and (ii)
to  prepare  and  submit  to GM-DI  certified  installation  plans  and  related
calculations  and  specifications  for any such supporting  structure.  All such
plans, calculations and specifications shall be signed by the engineer and shall
have his  registered  engineer's  seal  affxed  to  them.  Should  GM-DI  desire
PLASTI-LINE to obtain these  services,  GM-DI shall  reimburse  PLASTI-LINE  for
PLASTI-LINE  costs of  procuring  the  services  of the  registered  engineer at
PLASTI-LINE  Cost.  Any  registered  professional  engineer used to perform work
under this Agreement shali carry Architects and Engineers Professional Liability
Insurance  (Errors or Omissions  Policy) with policy  limits of not less than $2
million per person, $2 million per occurrence and $2 million property damage per
occurrence.

      16.02 PLASTI-LINE shall, within forty-five (45) days of its receipt of the
aforesaid plans and  specifications  use such plans and specifications to secure
no less than  three (3) bids of  construction  of the  necessary  structure  for
mounting  the  roof or wall  projecting  Dealership  Identification  Signs  from
qualified  structural steel contracting  firms. These bids shall be submitted to
GM-DI along with such other price data as GM-DI shall  request,  and  thereafter
GM-DI shall instruct  PLASTI-LINE as to purchase of the necessary  structure(s).
However,  GM- DI may,  either in lieu of or in addition to the bids  obtained by
PLASTI-LINE, obtain bids for construction of the necessary structure direct from
qualified structural steel contracting firms and accept a bid so obtained. GM-DI
shall reimburse  PLASTI-LINE for any structure it purchases at GM-Dl's direction
at PLASTI-LINE cost.

      16.03 Photographs of the completed structure and Notice of Completion form
signed by the Dealer must  accompany  all  invoices  for  payments  submitted to
GM-DI.

<PAGE>

      16.04 As with all  installations,  GM-DI  reserves  the right to audit and
inspect   PLASTI-LINE   installation   of  all   building   mounted   Deaiership
Identification  Sign structure to ensure that the  installation  conforms to the
applicable Program  Specificatio.ns.  If an installation does not conform to the
Program Specifications,  or is of less than first-class  workmanship,  GM-DI may
debit  PLASTI-LINE  account in an amount  equal to the amount of the  invoice(s)
previously paid by GM-DI for the  installation of the Dealership  Identification
Sign in question.  PLASTI-LINE  shall  thereafter  immediately  correct whatever
portion of the work that is substandard at PLASTI-LINE sole expense and may then
re invoice GM-DI in the amount previously debited.

17. NON-PROGRAM SIGN REMOVAL

      17.01 In the event the dealer  insists a non-program  sign be removed or a
local code  dictates  such,  in order to secure a permit for a GM-DI  sign,  the
subcontractor  shall  quote  the  cost of such  removal  to the  dealer  for his
approval. Upon approval, the subcontractor shall invoice the dealer directly.

      17.02 PLASTI-LINE shall obliterate from each sign removed,  whether hauled
away or  not,  all  names,  trademarks  and  service  marks  of  General  Motors
Corporation, its divisions,  subsidiaries or affiliated corporations,  and shall
paint out any sign or signs as indicated on the Exhibit "H."

18. REMOVALAND REMANUFACTURE

     18.01 GM-DI may from time to time order the removal of previously installed
Deaiership  Identification  Signs or  component  parts  thereof  from  specified
dealership locations. Such removals shall be authorized by GM-Dl's issuance of a
valid purchase order release.

     18.02 All such Dealership Identification Signs or component parts are to be
removed from the  dealership  location  within  twenty-one  days of  PLASTI-LINE
receipt of the Durchase order release.  PLASTI-LINE shall submit to GM-DI before
and ~er  photographs  evidencing  the fact that such  Dealership  Identification
Signs or component parts were removed.  PLASTI-LINE  shall return the Dealership
Identification  Signs or component parts to PLASTI- LINE plant  w~thin~forty fve
(45) days of  PLASTI-LINE  's  receipt  of the  purchase  order  release  unless
otherwise instructed in writing by GM-DI.

     18.03 After PLASTI-LINE returns any such Dealership Identification Signs or
component  parts thereof to its plant,  PLASTI-LINE  shall place such signs into
one of the following classes:

Class I Field Return Signs Never Installed
Class II Complete disassembly and remanufacture

Upon completion of the foregoing,  PLASTI-LINE  may commence "re  manufacturing"
Class  II  signs.  Class  II  signs  shall be  defined  in  accordance  with the
definition of "returned goods."

<PAGE>

      18.04 PLASTI-LINE shall use Dealership  Identification  Signs or component
parts which have been returned from the fieid in every  instance where GM-DI has
placed  orders  which  specify  that  model of  Dealer  Identification  signs or
component parts;  provided,  however,  that  PLASTI-LINE  shall not use any such
component   parts  in  its   fabrication   of  sign  boxes  for  new  Dealership
Identification Signs.

      18.05 Class I Dealership  Identification Signs,  Replacement Faces, and/or
Component  Parts,  returned to  PLASTI-LINE 's plant under this Section shall be
deemed  the  property  of  PLASTI-LINE.   Upon  return  of  Class  I  Dealership
Identification  Signs,  Replacement Faces,  and/or Component Parts to Supplier's
plant,  PLASTI-LINE  shall refund to GM-DI the sale price for such materials and
shall bill GM-DI for the actual costs  incurred by  PLASTI-LINE in shipping said
materials  to  the  installation   site  and  in  returning  said  materials  to
PLASTI-LINE's plant.

      18.06 In lieu of having PLASTI-LINE return previously installed Dealership
Identification  Signs  or  component  parts to its  plant,  GM-DI  may  instruct
PLASTI-LINE to scrap certain  materials in the field.  Any such items authorized
by GM-DI to be scrapped  shall,  at no  additional  expense to GM-DI,  be cut or
broken apart in at least two pieces,  rendering such items unusable.  All monies
derived by  PLASTI-LINE  from such  scrapped  items shall be forwarded to GM-DI.
PLASTI-LINE shall submit a notarized Destruction  Certificate and photographs of
the items scrapped with any invoices submitted to GM-DI.

     18.07 Returned Goods which PLASTI-LINE shall remanufacture for use in Class
II signs shall be limited to fifty  percent  (50%) of expected  annual usage for
each specific item or category of items. At, or prior to the first of each year,
PLASTI-LINE  and GM-DI shall  establish the annual usage rate for specific items
or categories of Returned Goods.

19. REPLACEMENT PART ORDERS

      19.01 From time to time it will be necessary for  component  parts or face
panels  of  Dealership  Identification  Signs  to  be  installed  at  dealership
locations.  Orders for the installation of such replacement  component parts and
face  panels  shall be placed  by GM-DI or other  designated  companies.  Orders
originating from GM-DI or other  designated  companies shall be evidenced by the
issuance of purchase order release.

     19.02 PLASTI-LINE shall complete any installation  orders within forty-five
(45) days of its  receipt of a purchase  order  r~eease.  However,  in the event
PLASTI-LINE c;~ ~= tive time period because of damage occurring to the component
part(s) and/or face  panet~ch~ems  were in transit from PLASTI-LINE plant to the
respective dealership location,  GM-DI agrees to extend, for a reasonable period
the time period in which  PLASTI-LINE has to complete the order,  provided that,
PLASTI-LINE  promptly  notifies  GM-DI of such damage and submits  documentation
(e.g;, photographs and the bill of lading) to substantiate the same.

<PAGE>

20. DEALERSHIP IDENTIFICATION SIGN RELOCATION

      20.01  GM-DI may from  time to time  order the  relocation  of  previously
installed Dealership  Identification  Signs at specified  dealership  locations.
Such locations shall be ordered by GM-Dl's issuance of a purchase order release.

      20.02 Upon  receipt of a  relocation  order,  PLASTI-LINE  shall  promptly
obtain all necessary permits and/or variances to allow for the relocation of the
Desiership Identification Sign(s).  PLASTI-LINE shall have thirty-five (35) days
after its procurement of the necessary  permits and/or  variances to effect such
relocation.

      20.03 PLASTI-LINE shall relocate such Dealership  Identification  Signs in
accordance  with the  procedures set forth in pages 33 through 57 of the Program
Specifications.

21. DEALERSHIP PREMISES

      21.01 During Dealership  Identification  Sign installation and preparation
therefor,  Erector shall conduct its work so as not to interfere with the normal
conduct  of  business  at the  dealership  location.  In the event of a delay in
installing  any  Dealership  Identification  Sign(s),  any  material  previously
delivered to the job site shall be removed and stored in a protected  area until
work is resumed.

      21.02 The  Erector  shall at all times  keep the  entire  premises  of the
dealership  free of rubbish and debris caused by its work and its employees and,
upon completion of the work, shall leave the area broom clean and in a condition
reasonably  equal to that  which  existed  before  the work  commenced.  Erector
cleanup shall include, but is not limited to, touch-up painting,  hole patching,
roof  patching,  replacement  of concrete,  sod,  shrubbery and trench  filling.
Electrical  trenches  will be properly  filled,  compacted and  resurfaced  with
material of a like quality and nature to the  surrounding  area.  Asphalt drives
and parking areas shall be hot- rolled patched to match the depth and surface of
existing  bituminous  coverings.   If  weather  conditions  prohibit  hot-rolled
patching,  a  temporary  cold  patch  will  be  allowed.  Upon  not)fication  by
PLASTI-LINE,  GM-Di will  authorize a return trip when  weather  permits for the
proper  patching  at prices  agreed  upon by GM-DI and  PLASTILINE  . Should the
Erector  fail  to  do  the  required  cleaning,   repair  or  restoration  work,
PLASTI-LINE shall have thirty (30) days to make necessary correction(s) or GM-DI
may employ a firm  directly  to do the work and  PLASTI-LINE  shall pay the cost
thereof.

      21.03 The Erector  shall obtain the written  approval of the Dealer before
using any explosives at the dealership location.

      21.04 In the event a Dealer demands that a Dealership  Identification Sign
be installed in a manner which is not in accordance with the applicable  Program
Specifications, PLASTI-LINE will cease work and promptly notify GM-DI indicating
the specifics  concerning the matter. GM-DI will thereafter instruct PLASTI-LINE
as to when and how to proceed with respect to such installation.

<PAGE>

      21.05 Extra  precaution  should be exercised by PLASTI-LINE  during spring
thaw and wet  seasons,  to  prevent  damage to lawns or grassy  areas.  If it is
impractical  to enter the site due to wet or unstable  soil  conditions,  obtain
dealer's consent to risk damaging the area or reschedule the trip.

22. WARRANTY

      22.01  PLASTI-LINE  warrants  that  all  services  and  products  which it
furnishes  to  GM-DI  under  this  Agreement  shall  be  of  good  material  and
workmanship  and free from  defects,  and  shall be  fabricated  and  assembled,
manufactured,   installed,   and   performed  in   accordance   with  plans  and
specifications  therefor  furnished  by  GM-DI  and  appearing  in  the  Program
Specifications.  Upon receipt of a written notice to the contrary,  PLASTI-LINE,
at its expense,  shall  promptly  repair or replace such product or perform such
services  so that  the  same  shall  conform  to the  plans  and  specifications
furnished by GM-DI.

Plasti-Line's  obligation  hereunder  shall be to repair and  replace  warranted
items.  In  no  event  shall   Plasti-Line  be  responsible  for  incidental  or
consequential damages.

      22.02 PLASTI-LINE further warrants, covenants and agrees that in the event
a defect appears in any Dealership  Identification Sign fabricated and assembled
by PLASTI-LINE  under this Agreement,  or in its  installation,  within ten (10)
years  from the date  installation  of said  Dealership  Identification  Sign is
certified  to GM-DI by the  Erector and the Dealer,  PLASTI-  LINE shall,  after
receiving  written  notice of such  defect(s)  from  GM-DI,  take all  necessary
actions to correct  such  defect(s)  without  charge to GM-DI or to the  Dealer.
However,  PLASTI-  LINE shall have no  responsibility  to  correct  any  defects
appearing in (i) lamps,  ballasts,  time delay relays, lamp sockets and internal
sign box wiring from the low voltage  side of the lead  ballast  attached to the
110-volt primary circuitry in such Dealership  Identification Signs; or (ii) the
material(s)  used to seal roof and/or wall  penetrations  for  building  mounted
Dealership   Identification  Signs  after  two  (2)  years  from  the  date  the
installation of such Dealership Identification Sign is certified.

      22.03  PLASTI-LINE  agrees that the covenants and agreements to repair set
forth in the preceding section shall also apply to any Dealership Identification
Signs re manufactured by PLASTI-LINE under this Agreement, regardless of whether
such Dealership  Identification  Signs were originally built and/or installed by
other firms, and to any replacement  Dealership  Identification Sign face panels
fabricated and assembled by PLASTI-LINE under this Agreement.

      22 04 GM-DI shall take action to enforce its warranty claim(s) within four
(4)  years  of the ten  (10)  year  expiration  date,  limiting  PLASTI-LINE  's
liability to fourteen (14) years.


<PAGE>

 23. CANCELLATION OF INSTALLATION INSTRUCTIONS

     23.01 GM-DI may, for any reason,  cancel any purchase order releases issued
to  PLASTI-LINE  for  Dealership   Identification  Sign  installation  prior  to
PLASTI-LINE  installation of such Dealership  Identification Signs. In the event
GM-Di cancels any such purchase order  releases,  PLASTI-LINE,  shall return the
sign to  inventory.  GM-DI  will pay for the costs  incurred  up to the point of
order cancellation,  including the actual cost of return freight,  provided such
work is properly substantiated by photographs and other required  documentation.
PLASTI-LINE shall not bill GM-DI for cost of said sign.

     23.02  With   respect  to  any  face   panels   from  Class  I   Dealership
Identification  Signs returned to PLASTI-LINE plant,  PLASTI-LINE shall maintain
such face panels without charge to GM-DI.  PLASTI-LINE may, however,  dispose of
those face panels which  contain a desiersnip  name upon them.  PLASTI-LINE  can
then bill GM-DI for the panels that were disposed.

24. WAIVER OF LIENS OR OTHER INTEREST(S)

      24.01  PLASTI-LINE  hereby waives the benefits of the mechanic's lien laws
of the state in which any  Dealership  Identification  Signs  being  fabricated,
assembled,  installed,  serviced and repaired are located. PLASTI-LINE agrees to
procure a waiver of any claim to a mechanic's lien which any  Subcontractor  may
have or might  acquire as a result of work done under this  Agreement  from such
Subcontractor before final payment by GM-DI. PLASTI-LINE agrees to retain a copy
of any such  waiver for a period of six (6) years.  Should  PLASTI-LINE  fail to
procure such a waiver,  PLASTI-LINE shall promptly advise GM-DI of this fact. In
the event a lien or claim is filed, PLASTI-LINE shall, at its expense, procure a
bond to  indemnify  GM- DI  against  such all  lien  and/or  claim  made by such
Subcontractor  relating  to  the  Dealership   Identification  Signs  and  their
installation.

      24.02 In addition to the foregoing,  PLASTI-LINE  hereby waives,  releases
and  disclaims  any  interest in or to the  Dealership  Identification  Signs or
replacement parts fabricated, assembled,  manufactured,  installed, serviced and
repaired by it under this Agreement, and agrees that its only right with respect
to such  Dealership  Identification  Signs or  replacement  parts is to  receive
payment for their fabrication, assembly, manufacture,  installation, service and
repair in accordance with the provisions of this Agreement.

25. BUYER'S ORIGINAL INVENTORY

     25.01 Upon acceptance of this agreement,  GM-DI may require that PLASTILINE
purchase from GM-DI and/or  supplier(s)  to GM-DI,  quantities of raw materials,
work in process,  finished goods and other sign components  (Original Inventory)
which  PLASTILINE  shall use in the  performance of its  obligations  under this
Agreement.  Said  Inventory  shall be the sole property of the  PLASTI-LINE  and
GM-DI shall have no financial  responsibility or obligation with respect to said
Inventory except that:

<PAGE>

In the event of  termination  of this  Agreement by GM-Di within the twelve (12)
month period immediately  following  commencement of the Agreement,  GM-DI shall
pay to  PLASTI-LINE  the actual costs of the remaining  quantity of the Original
Inventory which PLASTI-LINE purchased at the commencement of the Agreement.

Upon  expiration  of  the  twelve  (12)  month  period   immediately   following
commencement  of  the  Agreement,  GM-DI  shall  have  no  obligation  to pay to
PLASTI-LINE any costs incurred by PLASTI-LINE in acquiring, storing or disposing
of any portion of the Original Inventory.

     25.02  PLASTI-LINE shall coordinate its orders for materials and its use of
Original  Inventory  items in the  fabricating and assembling of said Dealership
identification  Signs and  replacement  parts  therefor  with current  orders of
GM-DI. PLASTI-LINE shall be responsible for the correct usage of such materials.

26. STORAGE

      26.01  PLASTI-LINE  shall provide adequate storage for any GM-DI property.
This is currently estimated to be 20,000 square feet with 20 foot high clearance
for 15,000 square feet of the total 20,000 square feet.

27. TOOLING

      27.01 From time to time GM-DI may request  that  PLASTI-LINE  produce,  or
procure  from third  parties,  at mutually  agreed upon prices,  tools,  gauges,
molds, dies, hxtures, patterns and similar items ("Tooling").  After approval of
designs for any Tooling,  and after  approval of production  parts  manufactured
with the Tooling, PLASTI-LINE may invoice GM- DI for such Tooling.

      27 02 Any Tooling  purchased by GM-DI under this Section  shall be clearly
and  conspicuously  marked as the property of GM-DI,  and PLASTI-LINE  shall not
commingle the Tooling with its property or that of any third party.

      27.03  PLASTI-LINE  shall, at its expense,  maintain the Tooling in proper
repair and working condition, and make any and all necessary replacements of the
Tooling. However, in the event any changes,  adjustments or mod)fications to the
Tooling are necessary because of  GM-DI-mandated  design changes in the graphics
for Dealership  Identification  Sign faces, GM-DI agrees to pay PLASTI-LINE,  at
mutually agreed upon prices,  for all changes,  adjustments or  mod)fications to
the Tooling necessitated by such design changes.

      27.04 In the event that  PLASTI-LINE  has possession of the Tooling at the
expiration of this  Agreement,  PLASTi-LINE  agrees to store the Tooling,  at no
expense to GM-DI,  for a period not to exceed six (6) months:  and upon  GM-Dl's
request,  PLASTI-LINE shall deliver the Tooling,  properly prepared and packaged
for shipment to any location designated by GM-DI, F.O.B. PLASTI-LINE plant dock,
in which event GM-DI shall pay  PLASTI-LINE  for any costs incurred in preparing
the Tooling for shipment at PLASTI-LINE Cost.

<PAGE>

      27.05 In the event of Program  termination,  PLASTI-LINE shall destroy the
Tooling if  requested  in writing to do so by GM-DI,  in which event GM-DI shall
pay  PLASTILINE  for  PLASTI-LINE  Costs  incurred in destroying  the Tooling at
PLASTI-LINE

      27.06 Any Tooling  purchased by GM-DI under this Section which  thereafter
remains in the possession of PLASTI-LINE  shall be retained by PLASTI-LINE  upon
and subject to the terms and  conditions of the Bailment  Agreement and shall be
deemed to be "Bailed Property" as such term is used therein.

28. MACHINERY AND RELATED TOOLING

      28.01 GM-DI shall furnish to PLASTI-LINE  the machinery and toolinq listed
and  identified  in  Exhibits  M and  N  attached  hereto  (the  "Machinery  and
Tooling").

      28.02 Unless otherwise  authorized in writing by GM-DI,  PLASTI-LINE shall
not use the Machinery and Tooling for any purpose(s)  other than the performance
of its obligations to GM-DI under this Agreement.

      28.03  PLASTI-LINE shall  periodically  inspect the Machinery and Tooling,
and shall, at its expense,  provide normal  maintenance  for,  (e.g.,  cleaning,
lubrication,  sharpening of dies),  and make minor repairs to, the Machinery and
Tooling in order to keep it in proper repair and working condition.

      28.04 GM-DI shall be  responsible  for the cost of major repair to, or for
the cost of replacing, the Machinery and Tooling necessitated by normal wear and
tear,  unless  such repair or  replacement  cost arose from or was caused by (i)
PLASTI-LINE 's improper use or  maintenance  of the Machinery and Tooling,  (ii)
PLASTI-LINE  's use of the  Machinery  and Tooling for  purposes  other than the
performance of its obligations under this Agreement,  and/or (iii) vandalism, in
which events  PLASTI-LINE  shall be  responsible  for such repair or replacement
costs.

      28.05 In the event  that  major  repairs  are  necessary  and  PLASTI-LINE
believes  that such repair is the  responsibility  of GM-DI,  PLASTI-LINE  shall
promptly notify GM-DI as to (i) the condition of the Machinery and Tooling, (ii)
the cause of the breakdown or damage, (iii) the amount of work necessary to make
the  repair(s)  and (iv) the estimated  cost of such repairs  Thereafter,  GM-Di
shall inspect the Machinery and Tooling and shall issue written  instructions to
PLASTI-LINE on how to proceed. In the event GM-DI authorizes PLASTI-LINE to make
the necessary  repairs,  GM-DI shali  reimburse  PLASTILINE for its actual costs
incurred in making such repairs.

      28.06 To the maximum extent  practicable,  the Machinery and Tooling shall
be  located  in the same  area of  PLASTI-LINE  's plant,  and shall be  clearly
identified as the property of GM-DI.

      28.07 Seller shall bear all risks of loss or damage to the  Machinery  and
Tooling while such items are in the possession or custody of PLASTI-LINE .

<PAGE>

      28.08 In the even  PLASTI-LINE has possession of the Machinery and Tooling
at the expiration of this Agreement,  PLASTI-LINE  agrees to store the Machinery
and Tooling,  at no expense to GM-DI, for a period not to exceed six (6) months;
and upon GM-Dl's  request,  PLASTI- LINE shall deliver the Machinery and Tooling
properly prepared and packaged for shipment to any location designated by GM-DI,
FOB  PLASTI-LINE 's plant dock, in which event GM-DI shall pay  PLASTI-LINE  for
any costs  incurred in  preparing  the  Machinery  and  Tooling for  shipment at
~PLASTI-LINE 's Cost" as such term is defined in this Agreement.

      28.09 The  Machinery  and  Tooling  furnished  to  PLASTI-LINE  under this
Agreement  shall  be held by  PLASTI-LINE  upon and  subject  to the  terms  and
conditions  of the "Bailment  Agreement",  dated as of February 24, 1997, by and
between GM-DI and PLASTI- LINE,  and shall be deemed to be "Bailed  Property" as
such term is used therein.

29. ENGINEERING DRAWINGS AND SPECIFICATIONS

      29.01 PLASTI-LINE shall hold and maintain all engineering  drawings and/or
specifications condifential,  and shall not disclose any such information to any
person or entity without GM-Dl's written consent,  except as required to furfill
PLASTI-LINE's obligations under the terms of this Agreement.

      29.02  PLASTI-LINE  agrees  not to use  the  engineering  drawings  and/or
specifications for any purposes other than those directed by GM-DI.

30. SELLER'S INVENTORY

      PLASTI-LINE  shall  coordinate  its  orders for  materials  it uses in the
fabricating  and  assembling  of  said  Dealership   Identification   Signs  and
replacement  parts therefor with current orders of GM-DI, and PLASTI-LINE  shall
be responsible  for ordering the correct amount of such materials to efficiently
run their operations.

31. MAINTENANCE OF DEALERSHIP IDENTIFICATION SIGNS

      GM-DI shall provide  maintenance  on the Dealership  Identification  Signs
installed hereunder in accordance with the maintenance  specifications set forth
in  the  program   Specifications.   GM-DI  may  contract  such  maintenance  to
PLASTI-LINE or such other qualified firms as GM-DI may from time to time select.

<PAGE>

 32. FAILURE TO MEET ESTABLISHED TIME PERIODS

      32.01 In the event  PLASTI-LINE  fails to  install,  remove,  or  relocate
Dealership   Identification  Signs,  face  panels,  or  component  parts  within
established time periods, and any extensions thereof, excluding delays resulting
from factors  which are beyond the control of  PLASTI-LINE,  PLASTI-LINE  shall,
when requested by GM-DI,  reduce the sale price to GM-DI for the products and/or
services.  If such  work  is to be  performed  at the  expense  of  PLASTI-LINE,
PLASTI-LINE  shall  pay  to  GM-DI  a  fee  for  the  inconvenience   caused  by
PLASTI-LINE's failure to meet the established time period.

      32.02 The price  reduction  shall equal the percentage  resulting when the
number of days  between the date of the purchase  order  release and the date of
completion of the order,  less the established  time period,  is compared to the
established time period.

      32.03 The fee for inconvenience for work done at the expense of PLASTILINE
shall be  calculated  by  multiplying  the normal sales price for the work being
done, by the number of days late divided by the established time period.

      32.04 The total price reduction or fee for inconvenience to which GM-DI is
entitled  under the terms of this section shall be limited to, the lesser of the
sales price of the item or $2,500 on new  installations  and $500 on replacement
parts,  relocations and removals (maximum  consequential damage fee, see Exhibit
A1).  Such price  reduction or fee for  inconvenience  shall be GM-Dl's sole and
exclusive remedy under the terms of this section.

      32.05 If in the opinion of GM-DI, PLASTI-LINE demonstrates an inability to
meet the  established  time periods,  GM-DI shall allow  PLASTI-LINE a period of
time  which,   in  the  opinion  of  GM-DI,   is   suffcient   to  correct  such
non-performance.  If by the end of this period  PLASTI-LINE is unable to correct
the  non-performance,  GM-DI  shall  notify  PLASTI-LINE  of GM- Dl's  intent to
exercise its rights under Section 32.01. After such notice, the terms of Section
32.01  shall  apply  only to orders  issued  after the date of said  notice.  In
exercising its rights under Section 32.01,  GM-DI shall provide to PLASTI-LINE a
listing of the orders which are subject to the terms of Section  32.01 and shall
allow PLASTI-LINE ten (10) days in which to identify any circumstances,  in each
case,  that were beyond the control of  PLASTI-LINE.  Until the validity of such
factors is determined by the parties,  the consequential damage fee shall not be
invoked.  Thereafter,  GM-DI  shall  have  the  right to debit  the  account  of
PLASTI-LINE  for the amounts  determined to be due to GM-DI,  as a consequential
damage fee. under the terms of Section 32.01.

      32.06 in the event GM-DI must waive collection of any rental payment(s) on
a  Dealership  Identification  Sign  because of the  failure by  PLASTI-LINE  to
install,  remove, or relocate Dealership  Identificat~on  Signs, face panels, or
component parts within  established  time periods,  and any extensions  thereof,
GM-DI may  issue a debit to  PLASTILINE  's  account  in an amount  equal to the
amount  of the rent  reasonably  waived  by GM-DI  based on the  number  of days
between the date of the purchase order release and the date of completion of the
order, less the established time period.

      32.07 GM-DI may elect to invoke either  Section 32.01 or Section 32.06 but
only one section may be applied to each order.

<PAGE>

                33. CONTRACT ADMINISTRATION

      33.01 There are no other  agreements or  understandings,  oral or written,
between the parties affecting this Agreement or the subject matter hereof except
as provided for or referred to herein. The Terms and Conditions appearing on the
face and reverse side of the Purchase  Order(s) of GM-DI issued  hereunder shall
be construed to the extent  possible,  as consistent with the provisions of this
Agreement  and as  cumulative.  However,  in the event  such a  construction  is
unreasonable, the provisions of this Agreement shall control.

      33.02 In the event  PLASTI-LINE  believes that any instructions  issued by
GM-DI during the term o, this  Agreement are in conflict with the  provisions of
this  Agreement,  or affect the  prices  paid by GM-DI to  PLASTI-LINE  for work
performed  under this  Agreement,  PLASTI-LINE  shall  promptly  notify GM-DI in
writing. Thereafter,  should GM-DI determine that a change is required in any of
the provisions of this  Agreement or any prices paid to  PLASTI-LINE  hereunder,
GM-DI shall issue an appropriate amendment which details the necessary change(s)
and/or increased or decreased  price(s).  In no event,  however,  shall any such
amendment(s)  render void this  Agreement;  and no claim by PLASTI-LINE  for any
change to this Agreement or for any change in the prices paid for work performed
under this Agreement  shall be valid unless done in pursuance of a written order
from GM-DI.

34. RIGHT TO AUDIT

      PLASTI-LINE  shall maintain and keep a proper and adequate system of books
of  accounts  and  records in  accordance  with  generally  accepted  accounting
principles  and business  methods so as to show  accurately  and  completely all
expenditures  or  costs  concerning  the  fabrication.   assembly,  manufacture,
refurbishment,  shipment  and  erection of  Dealership  Identihcation  Signs and
replacement  parts and other activities for and on behalf of GM-DI.  PLASTI-LINE
further agrees to permit General Motors Corporation,  GM-DI Leasing Corporation,
their accountants,  authorized  representatives,  and others who need to know to
examine and copy upon request during normal business hours all books and records
of PLASTI-LINE in any way pertaining to such expenditures or costs.  PLASTI-LINE
shall  preserve  such  records for at least six (6) years after the close of the
calendar  year to which they  relate.  GM-DI  shall  maintain  such  information
confidential  and shall not disclose any such information to any other person or
entity without Plasti-Line's written consent.

35. AFFIRMATIVE ACTION COMPLIANCE PROGRAM

      PLASTI-LINE  certifies  that it has  developed  and  presently has in full
force and effect a written  afffirmative action compliance program in accordance
with  the  requirements  set  forth  in  Title  41,  part  60-1  Obligations  of
Contractors  and  Subcontractors,  Section  60-  1.40,  of the  Code of  Federal
Regulations, effective July 1, 1968, as amended.

<PAGE>

 36. EEO INFORMATION REPORT

      PLASTI-LINE  certifies that EEO -1, Standard Form 100 promulgated  jointly
by  the  Office  of  Federal  Contract   Compliance  and  the  Equal  Employment
Opportunity  Commission  has  been and is being  filed  in  accordance  with the
requirements  set forth in Title 41, part 60-1  Obligations of  Contractors  and
Subcontractors,  Section 60-1.7, of the Code of Federal  Regulations,  effective
July 1, 1968, as amended.

37. NOTIFICATION OF EQUAL EMPLOYMENT OPPORTUNITY POLICY

      It is the policy of GM-DI to extend employment  opportunities to qualified
applicants and employees on an equal basis  regardless of an  individual's  age,
race,  color,  sex,  religion  or  national  origin.  GM-DI  requests  that  its
subcontractors,  vendors and PLASTI-LINE take appropriate action with respect to
implementation of their own equal employment opportunity policies.

38. TERMINATION AT OPTION OF BUYER

      38.01  Performance  of work under this  Agreement  or any  purchase  order
releases may be terminated  by GM-DI at its option,  in whole or in part, at any
time upon giving  thirty  (30) days'  prior  written  notice of  termination  to
PLASTI-LINE .  Performance  of work under this  Agreement or any purchase  order
releases may be  terminated  by  PLASTILINE  at its option,  in whole but not in
part,  at any time  upon  giving  thirty  (30)  days'  prior  written  notice of
termination to GM-DI. Such rights of termination shall exist notwithstanding the
existence of any of the Terms and Conditions of GM-Dl's Purchase Order(s) issued
hereunder.

      38.02 After receipt of a notice of termination  PLASTI-LINE shall,  unless
otherwise directed by GM-DI, immediately terminate all work under this Agreement
or any  purchase  order  releases  and  shall,  unless  directed  by GM-DI,  (1)
terminate all orders and  subcontracts  relating to the  performance of the work
terminated by the notice of  termination;  (2) settle all claims  arising out of
such termination of orders and subcontracts, provided, however, GM-DI shall have
no liability  with respect to any penalty or  liquidated  damages  clause in any
subcontract or order between  PLASTI-LINE and any third party unless PLASTI-LINE
shall have  obtained  GM-Dl's  prior  written  approval of any such clause;  (3)
transfer title (where  applicable)  and deliver to GM-DI (when directed to do so
by GM-DI) (i) all  completed  work which  conforms to the  requirements  of this
Agreement or any purchase order  releases and (ii) all reasonable  quantities of
work-in-process   and  materials  produced  or  acquired  with  respect  to  the
performance of the work terminated  which are of a type and quality suitable for
producing items or services which conform to the  requirements of this Agreement
or  any  purchase  order  releases  and  which  cannot  reasonably  be  used  by
PLASTI-LINE  in  producing  such items or  services~for  itself or for its other
customers;  (4) take all action  necessary to protect  property in PLASTI-LINE's
possession  in which GM-DI has or may acquire an  interest;  (5) submit to GM-DI
promptly,  but not  later  than  ninety  (90) days  from the  effective  date of
termination  [thirty  (30)  days  in  the  case  of  partial   termination]  its
termination  claim;  provided,   however,  that  in  the  event  of  failure  of
PLASTI-LINE  to submit its  termination  claim  within  such  period,  GM-DI may
determine,  notwithstanding  the

<PAGE>

provisions of the following section of this Section, on the basis of information
available  to it,  the  amount,  if any,  due  PLASTI-LINE  with  respect to the
termination,  and such determination shall be final. GM-DI, or its agents, shall
have the  right to audit and  examine  all  books,  records,  facilities,  work,
material,  inventories,  and other items  relating to any  termination  claim of
PLASTI-LiNE .

      38.03 After  termination  by GM-DI under this Section,  GM-DI shall pay to
PLASTI-LINE  the following  amounts without  duplication:  (1) the price for all
items or services which have been completed in accordance with this Agreement or
any purchase  order  releases not  previously  paid for, (2) the actual costs of
work-in-process  and raw materials  incurred by  PLASTI-LINE  in furnishing  the
items or services  under this  Agreement or any purchase  order  releases to the
extent  such  costs are  reasonable  in amount  and are  properly  allocable  or
apportionable  under generally accepted  accounting  practices to the terminated
portion of this  Agreement,  including  the actual cost of  work-in-process  and
materials  delivered to GM-DI in accordance  with the preceding  section of this
Section and including the reasonable cost of discharging  liabilities  which are
so allocable or apportionable;  less, however,  (i) the reasonable value or cost
(whichever is higher) of any items used or sold by PLASTI-LINE  without  GM-Dl's
consent,  (ii) the agreed  value of any items used or sold by  PLASTI-LINE  with
GM-Dl's consent, and (iii) the cost of any defective,  damaged or destroyed work
or material.  GM-DI agrees to pay  PLASTI-LINE  either (x) its actual  inventory
costs for acrylic  plastic,  aluminum  extrusions,  ballasts,  lamps,  cladding,
columns,  base  covers,  and sign box  frames or (y) the  actual  amount of such
inventory material which would be required to complete the equivalent of product
orders  during  the six (3)  months  prior to  termination,  whichever  is less.
Payments  made  under this  Section  shall not  exceed  the  aggregate  price(s)
specified in this Agreement,  less payments  otherwise made or to be made. In no
event shall GM-DI be liable for, and GM-DI shall make no payment to  PLASTI-LINE
directly or on account of, claims by PLASTI-LINE's subcontractors,  with respect
to loss of anticipated profit,  unabsorbed overhead,  interest on claims arising
from  termination of this Agreement or any purchase order  releases,  facilities
and equipment rearrangement costs or rental, unamortized depreciation costs, and
general and  administrative  burden  charges,  with respect to any items or work
terminated by PLASTILINE pursuant to this Section.

      38.04 The provisions of this Section shall not apply if GM-DI cancels this
Agreement  or any  purchase  order  releases  because  of a  material  breach by
PLASTI-LINE of its  obligations  hereunder or for any other cause allowed by law
or under this Agreement.

      38.05 Upon termination of the Agreement,  PLASTI-LINE  shall, if requested
by GM-DI deliver the materials,  properly prepared and packaged for shipment, to
any location designated by GM-DI, F.O.B.  PLASTI-LINE plant dock, in which event
GM-DI shall pay PLASTI- LINE for any costs  incurred in preparing  the materials
for shipment at PLASTILINE cost.

39. MOST FAVORED NATION

      During the  contract  period,  PLASTI-LINE  shall  offer  GM-DI the lowest
prices and highest quality services compared to those offered to others for like
producVmaterial. If PLASTI- LINE does not offer GM-DI the lowest prices compared
to those offered to others,  PLASTI-LINE  will compensate GM-DI through a rebate
and /or credit.

<PAGE>

 40. SPECIFICATIONS OR SOURCING IMPROVEMENTS

     40.1 GM-DI expects  PLASTI-LINE will utilize modern technology to produce a
"world class" product,  i.e., signs  competitive in quality with similar product
produced  anywhere and at cost  competitive  with costs of other  domestic  sign
manufactures.

     40.02 In the event GM-DI  reasonably  determines  that  PLASTI-LINE  is not
competitive as to quality as herein provided,  GM-DI shall notify PLASTI-LINE in
writing  specifying  the  reason  for this  determination  that  PLASTI-LINE  is
non-competitive.  PLASTILINE  shall have thirty (30) days following such notice,
in which to advise GM-DI of its efforts to achieve  "world  class"  quality.  If
after  an  additional  thirty  (30)  days  "world  class"  quality  has not been
achieved,  then GM-DI may at its option,  terminate this agreement in accordance
with the termination provision of this agreement.

     40.03 In an effort to maintain  "world class"  product GM-DI and PLASTILINE
will coordinate  their  resources to develop  product and service  improvements.
Before  implementing the improvements and/or perceived cost savings ideas, GM-DI
and PLASTILINE will jointly review the proposed improvements prior to enactment.

     40.04   PLASTI-LINE   shall  notify  GM-DI  within   thirty  (30)  days  of
implementation  of  any  specification   changes,   sourcing  changes  or  other
improvements  in the program  resulting in cost  savings.  Such  changes  and/or
improvements in the program resulting in cost savings will be shared as follows:

GM-DI recommendations will result in 90% of the savings passed on to GM-DI.

Joint recommendations will result in 50% of the savings passed on to GM-DI.

41. PROTOTYPES

      Occasionally,  PLASTI-LINE  will  be  asked  to  provide  prototypes.  The
prototypes  consist  primarily  of faces  although  other items may be included.
Pricing for any prototype work will be consistent with the comparable components
of the normal program pricing.

<PAGE>

 42. APPLICABILITY TO OTHER AGREEMENTS

      GM-DI and PLASTI-LINE  agree that, for purposes of the Bailment  Agreement
and the  Service  Agreement,  this  Agreement  shall be  deemed  to be a "Supply
Agreement" as such is used therein.

43. WAIVERS

     The failure of either  party hereto at any time to require  performance  by
the other party of any  responsibility  or obligation  hereuhder shall in no way
affect this full right to require such performance at any time  thereafter.  Nor
shall the waiver by either party of a breach of any provision hereof  constitute
a  waiver  of any  succeeding  breach  of the same or any  such  provisions  nor
constitute a waiver of the responsibility or obligation itself.

44. REMEDY OF DEFAULT

      In  the  event  PLASTI-LINE  defaults  in  the  performance  of any of its
obligations  under  this  Agreement,  or if  PLASTI-LINE  breaches  any  of  its
covenants contained in this Agreement, GM-DI may, at its option, remedy any such
default or breach and charge PLASTI- LINE therefor.

45. NON-ASSIGNMENT

      PLASTI-LINE  shall  not  assign  or  transfer  this  Agreement,   nor  may
PLASTILINE  transfer or assign any right or transfer or delegate any  obligation
or responsibility  under this Agreement without the prior written  permission of
GM-DI.

46. GOVERNING LAW

      This  Agreement  shall be governed and construed  according to the laws of
the State of Michigan.  However, if any provision of this Agreement  contravenes
any applicable law, then such provision shall be deemed reformed or deleted, but
only to the extent  necessary  to comply with any such  applicable  law, and the
remaining provisions of this Agreement shall remain in full force and effect.

47. NOTICES

      Any notices  permitted or required to be given by either party under or in
connection  with this  Agreement  shall be in writing  and shall be deemed  duly
given when personally delivered or sent by mail as follows:

TO SELLER: Plasti-Line Inc
      622 East Emory Road
      Knoxville, Tennessee 37950

TO BUYER: GM-DI Leasing Corporation
     3044 West Grand Blvd.
     Detroit, Michigan 48202

<PAGE>

48 TERM

   48.01 The effective date of this Agreement is the date first appearing on the
first page hereof.  This Agreement shall expire January 1, 2004, except that all
work described on all purchase order releases  issued by GM-DI on or before that
date  shall  be  completed  by  PLASTI-LINE,  INC.,  in due  course  under  this
Agreement.  GM-DI shall pay actual freight cost on all orders  released prior to
January 1, 2004,  but  shipped  after that date at  PLASTI-LINE's  Cost  without
Mark-Up, provided PLASTI-LINE provides documentation substantiating such freight
costs.

   48.02 GM-DI shall issue written instructions to PLASTI-LINE on or before July
1, 2003,  indicating GM-Dl's intentions with respect to transactions between the
parties subsequent to the expiration of this contract.

   48.03 In the event GM-DI makes known its desire  either to let the  Agreement
expire,  to invite  competitive  bids, or to negotiate an on-going contract with
PLASTi-LINE, PLASTI-LINE shall then coordinate its inventories accordingly.

   IN WITNESS  WHEREOF,  the parties  hereto have  executed  this  Agreement  in
duplicate as of the day and year appearing on the first page hereof.

PLASTI-LINE, INC.
In the presence of

/s/ Craig Rohde                              By: /s/ James R. Martin
Witness                                          Chief Executive Officer

/s/ Craig Rohde                              Attest: /s/ Mark J.Deuschle
Witness                                          Vice-President of Finance

GM-DI LEASING CORPORATION
In the presence of:

/s/ Kristen M. Davis                         By:  /s/ Matt Cullen
Witness                                          President of GM-DI

/s/ J. Lagustrom                             Attest: /s/ Eric O. Campbell
Witness                                          Asst. Secretary