EXHIBIT 10.4

                             SLS INTERNATIONAL, INC.
                                3119 South Scenic
                              Springfield, MO 65807

July 10, 2003

Alfred V. Greco PLLC
666 Fifth Avenue
New York, NY  10103
Attn: Alfred V. Greco

         Re:      Alfred V. Greco v. SLS International, Inc. (the "Litigation")

Gentlemen,

Alfred V. Greco PLLC ("Greco") and SLS International, Inc. (the "Company")
entered into two letter agreements dated July 17, 2002 (the "Prior Agreements")
related to the settlement of the Litigation and the provision of services to the
Company by Greco. This letter agreement amends and restates the Prior Agreements
in their entirety.

          1.   The Company acknowledges and agrees that Greco performed and
               completed the legal services described in the Prior Agreements.

          2.   The Company and Greco agree to settle the captioned action and
               pay for the services described in paragraph 1 by payment of
               $50,000, payable as follows:

               (a) The Company shall pay $20,000 in cash by wire transfer of
               immediately available funds to an account designated by Greco by
               no later than Thursday, July 10, 2003.

               (b) By no later than August 11, 2003, the Company in its sole
               discretion shall either (i) pay $30,000 in cash by delivery of a
               Company check payable to Greco or wire transfer of immediately
               available funds to an account designated by Greco; or (ii)
               deliver options to AVG to purchase shares of the Company's common
               stock with an aggregate exercise price of $30,000, together with
               the credit account described in paragraph 2(c)(iii) below; or
               (iii) a combination of cash and options, as described in (i) and
               (ii), equal to a sum of $30,000. Any options delivered hereunder
               shall have an exercise price per share equal to (x) for the first
               $10,000 of aggregate exercise price of options delivered
               hereunder, $0.44 per share; and (y) for all other options, the
               average closing bid price for the shares, published on the NASD
               Bulletin Board for the five trading days preceding the issuance
               date of such options. Any such options shall have a term of four
               months following such issuance date.

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               (c) To the extent the Company elects to deliver options pursuant
               to paragraph 2(b) above, the Company shall also, by no later than
               August 15, 2003:

                           (i) Deliver to Greco shares of its common stock in an
                           amount equal to 2,000 shares for each $10,000 of
                           aggregate exercise price of options delivered to
                           Greco, or a pro rata portion thereof for amounts less
                           than $10,000. Such shares shall be "restricted
                           securities" under Rule 144 adopted by the U.S.
                           Securities and Exchange Commission.

                           (ii) File a Registration Statement on Form S-8
                           covering the shares issuable upon exercise of the
                           options issued pursuant to paragraph 2(b) above.

                           (iii) Permit AVG to exercise the options by offset
                           against a credit account established by the Company
                           for AVG's account in an amount equal to $50,000 minus
                           the amount of cash paid to Greco pursuant to this
                           paragraph 2.

          3.   In consideration for the Company's agreement to settle the claim
               for $50,000 as set forth herein, and as a condition to the
               Company's agreements contained herein, on the date hereof (a)
               Greco and Alfred V. Greco ("AVG") shall sign and deliver to
               Teicher the General Release in the form attached hereto as
               Exhibit A; and (b) Greco and AVG shall sign the Stipulation in
               the form attached hereto as Exhibit B, to be held in escrow by
               Greco's and AVG's attorney, Milton Teicher ("Teicher"). Teicher
               shall deliver the General Release to the Company, and Teicher
               shall file the Stipulation with the Supreme Court of the State of
               New York, County of New York, promptly following (but no later
               than five business days following) the Company's payment of the
               amounts set forth in paragraphs 3(a) and (b) above.

          4.   Escrow. To ensure the Company's performance of its obligations
               under paragraph 2 above, the Company previously delivered options
               to Teicher with the dates, exercise price and number of shares
               blank, as well as one option with only the date blank. The
               options shall be held in escrow by Teicher until August 12, 2003,
               at which time Teicher shall either (a) if the Company has
               delivered $30,000 to Greco pursuant to paragraph 2(b) above,
               return such options to the Company; or (b) to the extent the
               Company has delivered less than such $30,000 amount, on one (or
               if the aggregate exercise price of the options is greater than
               $10,000, then on two) of the blank options, fill in the issuance
               date of the option as of August 11, 2003, fill in the exercise
               price and number of shares subject thereto in accordance with
               paragraph 2(b), and deliver the option to AVG. At least four
               hours prior to delivery of such option to AVG, Teicher shall fax
               to the Company at (417) 883-2723 notice of the date, exercise
               price and number of shares that he will fill in such option, with
               a copy to the Company's attorney, Jeff Mattson, at (312)
               360-6597. Unless the Company or its attorney indicates
               disagreement with the issuance date, exercise price or number of
               shares within four hours by return

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               fax to Teicher at (212) 582-0176, the amounts specified by
               Teicher shall be deemed final, absent intentional error or fraud.
               If there is a dispute over the calculation of exercise price or
               the number of shares, the parties agree to submit and be bound by
               the calculation thereof by the Company's auditors.
               Notwithstanding anything to the contrary contained herein, the
               Company shall not alter the delivery instructions concerning the
               options as specified herein, except in the event of a
               disagreement with the calculations of exercise price, number of
               shares and issuance date. Upon delivery of one option (or two
               options) to AVG by Teicher and the Company's agreement with the
               calculations of the exercise price, number of shares and issuance
               date thereof, Teicher shall return the other options in its
               possession to the Company or to Jeff Mattson.

          5.   Company Covenant. The Company covenants that it will timely file
               its periodic reports with the SEC as required by the Securities
               Exchange Act of 1934, as amended, for any period during which any
               of the options described above are outstanding.

          6.   Escrow Agent. The parties agree to indemnify Teicher and hold him
               free and harmless from any and all claims, lawsuits, actions or
               proceedings in connection with the transactions contemplated
               herein, except for acts of gross negligence or malfeasance.

          7.   Limitation on Resales. It is understood that AVG intends not to
               disrupt the market for the Company's shares by selling large
               blocks of stock delivered from exercise of the options all at
               once. In this connection, AVG agrees to sell no more than the
               number of shares received in return for the delivery of an
               aggregate exercise price of $2,500 in any single week.

                         [Signatures on following page.]

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                                                    Very truly yours,
                                                    SLS International,
                                                    Inc.:

                                                    By_______________________
                                                         John Gott, President

Accepted and Agreed:

Alfred V. Greco PLLC


By___________________
         Alfred V. Greco, Principal




_______________________                             _______________________
Alfred V. Greco                                     Milton Teicher