Exhibit 10.46


Robert C. Woodbury, 8B 119300
7251 Owensmouth Ave. Ste. #7
Canoga Park, CA 91303
(818) 883-1776 Tel.
(818) 883-1781 Fax

Attorney for Plaintiff


                          SUPERIOR COURT OF CALIFORNIA

                              COUNTY OF LOS ANGELES

                              UNLIMITED CIVIL CASE


21-Day Capital Corporation,                          ) CASE NO.  BC 287634
                                                     )
                  Plaintiff,                         )
                                                     ) STIPULATION FOR ENTRY OF
                                                     ) JUDGMENT AND MUTUAL
                                                     ) GENERAL RELEASE
         vs.                                         )
                                                     )
                                                     )
SLS International, Inc., and DOES                    )
1 through 100, inclusive,                            )
                                                     )
                  Defendants.                        )
                                                     )
-----------------------------------------------------


                                   STIPULATION
                                   -----------

         1. It is hereby stipulated by and between the parties to this case that
judgment shall be entered in favor of plaintiff 21-Day Capital Corporation
("21-Day") and against defendant SLS International, Inc. ("SLS"), in the sum of
$48,750.00.

         2. Notwithstanding the above, 21-Day shall not apply for entry of
judgment hereunder provided SLS performs the following terms and conditions:

         2a. SLS will pay the total sum of $35,000.00 as follows:

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         2b. SLS will, within 5 days, deliver payment to the order of Robert C.
Woodbury, Legal Trust Account, the sum of $15,000.00, to be wire-transferred to
bank routing number 121000358, account number 16641-03830. Thereafter, on or
before the 24th day of each successive month until paid in full, SLS will
deliver payments of $10,000.00, each made payable to Robert C. Woodbury, Legal
Trust Account, and each payment to be made by wire transfer as before, and all
due in the case of default on any payment, until the sum of $35,000.00 has been
paid in full.

         3. There shall be a three (3) business day "grace period" with respect
to the payments described herein. SLS is solely responsible for delivery of said
payments by the delivery dates scheduled. Neither Woodbury nor 21-Day has any
duty to provide any form of notice to SLS that funds have not been timely
delivered.

         4. A failure to deliver any sums after the expiration of the grace
period will immediately entitle 21-Day to request entry of judgment by filing an
original or a copy of this Stipulation for Entry of Judgment and MGR, and/or
applying to the Court for entry of judgment pursuant to CCP 664.6, and/or by
requesting judgment after entry of default, and/or proceeding to judgment upon
any other legal or procedural ground. 21-Day shall be entitled to entry of
judgment in the amount of $48,750.00, less credits for money paid, plus interest
at the legal rate from the date of February 19, 2004, plus costs, including
reasonable attorney's fees, to enforce this Stipulation for Entry of Judgment
and MGR.

         5. Upon clearance of all settlement funds, 21-Day Communications Group,
Inc. shall cause the dismissal of any and all lawsuits then pending against SLS.

                             MUTUAL GENERAL RELEASE
                             ----------------------

         6. The Parties hereby enter into a Mutual General Release (the "MGR")
with regard to the following matters (the "Disputed Matters"): The amount of
money owed to 21-Day Communications Group, Inc. and/or Muir, Crane & Co. by SLS,
and any cross-claims, counterclaims, defenses or setoffs to said claim, and any
or all other claims which would properly have been made by either party in the
pending litigation between the parties under Los Angeles Superior Court CASE NO.
BC 287634, 21-DAY CAPITAL CORPORATION V. SLS INTERNATIONAL, INC., ET AL.

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         7. The Parties, and each Party, do hereby generally and specifically
release, discharge and acquit each other and each other's officers, directors,
employees, agents, spouses, insurers, limited partners, partners, shareholders,
independent contractors, assignors and attorneys of and from any and all claims,
demands, liabilities, actions, causes of action, damages, expenses, and
obligations, including but not limited to costs and attorney's fees, arising out
of or in any way related to the Disputed Matters, (including restraining orders
and injunctions of any time), whether known or unknown, suspected or claimed.

         8. Further, except as herein provided, the Parties hereby expressly,
voluntarily and knowingly waive, relinquish and abandon each and every right,
protection and benefit to which they would be entitled now or at any time
hereafter under Section 1542 of the California Civil Code (or similar laws of
other jurisdictions), which provides:

                  "A general release does not extend to claims which the
         creditor does not know or suspect to exist in his favor at the time of
         executing the release, which if known by him must have materially
         affected his settlement with the debtor."

         9. In making this voluntary express waiver of the protection of
California Civil Code Section 1542, the Parties acknowledge that they are aware
that they may discovery claims or facts in addition to or different from those
which are known or believed to exist with respect to the matters mentioned
herein. The Parties hereby fully and forever settle and release any and all of
such matters, claims and disputes, whether known or unknown, suspected or
unsuspected, anticipated or unanticipated.

         10. The provisions of this Stipulation for Entry of Judgment and MGR
will be binding upon and inure to the benefit of each of the Parties, and to
their heirs, executors, administrators, successors in interest and assigns.

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         11. This document sets forth the entire agreement between the parties
and may not be altered, amended, or modified in any respect except by a writing
duly executed by the party to be charged. All earlier understandings, oral
agreements and writings are expressly superseded hereby and are of no further
force or effect.

         12. This Stipulation for Entry of Judgment and MGR shall be construed
without regard to who drafted same, and shall be construed as though all parties
hereto participated equally in the drafting thereof.

         13. This Stipulation for Entry of Judgment and MGR shall be governed by
California law. The venue for any litigation or disputes concerning this
Stipulation for Entry of Judgment and MGR shall be in Los Angeles County
Superior Court.

         14. For the convenience of the parties, this document may be executed
in counterparts which shall together constitute the agreement of the parties,
and the signatures below may be executed and transmitted by facsimile.

Executed in Van Nuys, California

Dated February ____, 2004



----------------------------                -----------------------------
Robert C. Woodbury, for                     John Gott, for
21-Day Capital Corporation                  SLS International, Inc.

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Approval as to form:



----------------------------------
Robert C. Woodbury, Attorney for
21-Day Capital Corporation




----------------------------------
Tracy Green, Attorney for
SLS International, Inc.



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