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Lease - ROCKFORD CORP - 3-30-2004

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					                                        EXHIBIT 10.56

                                            LEASE

                         CALWEST INDUSTRIAL HOLDINGS, LLC,

                                           Landlord,

                                              and

                                ROCKFORD CORPORATION,

                                            Tenant



                                    TABLE OF CONTENTS

                                                                                    Page
      1.    USE AND RESTRICTIONS ON USE .........................................      1
      2.    TERM ................................................................      2
      3.    RENT ................................................................      3
      4.    RENT ADJUSTMENTS ....................................................      3
      5.    SECURITY DEPOSIT ....................................................      6
      6.    ALTERATIONS .........................................................      6
      7.    REPAIR ..............................................................      7
      8.    LIENS ...............................................................      8
      9.    ASSIGNMENT AND SUBLETTING ...........................................      9
      10.   INDEMNIFICATION .....................................................     11
      11.   INSURANCE ...........................................................     12
      12.   WAIVER OF SUBROGATION ...............................................     13
      13.   SERVICES AND UTILITIES ..............................................     13
      14.   HOLDING OVER ........................................................     13
      15.   SUBORDINATION .......................................................     13
      16.   RULES AND REGULATIONS ...............................................     14
      17.   REENTRY BY LANDLORD .................................................     14
      18.   DEFAULT .............................................................     14
      19.   REMEDIES ............................................................     15
      20.   TENANT'S BANKRUPTCY OR INSOLVENCY ...................................     17
      21.   QUIET ENJOYMENT .....................................................     18
      22.   CASUALTY ............................................................     18
      23.   EMINENT DOMAIN ......................................................     20
      24.   SALE BY LANDLORD ....................................................     20
      25.   ESTOPPEL CERTIFICATES ...............................................     20
      26.   SURRENDER OF PREMISES ...............................................     21
      27.   NOTICES .............................................................     22
      28.   TAXES PAYABLE BY TENANT .............................................     22
      29.   RELOCATION OF TENANT ................................................     22
      30.   DEFINED TERMS AND HEADINGS ..........................................     22




      31.   TENANT'S AUTHORITY ..................................................    23
      32.   FINANCIAL STATEMENTS AND CREDIT REPORTS .............................    23
      33.   COMMISSIONS .........................................................    23
      34.   TIME AND APPLICABLE LAW .............................................    23
      35.   SUCCESSORS AND ASSIGNS ..............................................    23
      36.   ENTIRE AGREEMENT ....................................................    23
      37.   EXAMINATION NOT OPTION ..............................................    24
      38.   RECORDATION .........................................................    24
      39.   LIMITATION OF LANDLORD'S LIABILITY ..................................    24




EXHIBIT A - FLOOR PLAN DEPICTING THE PREMISES
EXHIBIT A-l - SITE PLAN

EXHIBIT B - INITIAL ALTERATIONS

EXHIBIT C - COMMENCEMENT DATE MEMORANDUM

EXHIBIT D - RULES AND REGULATIONS



                           MULTI-TENANT INDUSTRIAL NET LEASE

                                    REFERENCE PAGES

       PROJECT:                                 Banicia Commerce Center II,
                                                6200-6550 Goodyear Road, Benicia,
                                                California 94510

       BUILDING:                                6400 Goodyear Road, Benicia,
                                                California 94510

       PREMISES:                                6400 Goodyear Road, Benicia,
                                                California 94510

       LANDLORD:                                CALWEST INDUSTRIAL HOLDINGS, LLC,
                                                a Delaware limited liability company

       LANDLORD'S ADDRESS                       CalWest Industrial Holdings, LLC
                                                c/o The RREEF Funds
                                                5600 Imhoff Drive, Suite C
                                                Concord, California 94520

       WIRE INSTRUCTIONS AND/OR ADDRESS         CALWEST INDUSTRIAL HOLDINGS, LLC,
       FOR RENT PAYMENT:                        File #30015, P.O. Box 60000,
                                                San Francisco, CA 94160-0001

       LEASE REFERENCE DATE:                    July 10, 2003

       TENANT:                                  ROCKFORD CORPORATION, an Arizona
                                                corporation

       TENANT'S NOTICE ADDRESS:                 6400 Goodyear Road, Benicia,
                                                California 94510

       PREMISES RENTABLE AREA:                  Approximately 18,406 sq. ft. (for
                                                outline of Premises see Exhibit A)

       USE:                                     Purposes of general office,
                                                warehousing and distribution of
                                                audio equipment

       COMMENCEMENT DATE:                       August 15, 2003

       TERM OF LEASE:                           Approximately sixty-three (63)
                                                months beginning on the Commencement
                                                Date and ending on The Termination
                                                Date (the period from the
                                                Commencement Date to the last day of
                                                the same month is the "Commencement
                                                Month").

                                          -i-



       TERMINATION DATE:                        The last day of the sixty-third
                                                (63rd) full calendar month after (if
                                                the Commencement Month is not a full
                                                calendar month), or from and
                                                including (if the Commencement Month
                                                is a full calendar month), the
                                                              Commencement Month




ANNUAL RENT and MONTHLY INSTALLMENT OF RENT(Article 3):

                                     Rentable               Annual Rent
          Period                      Sq. Ft.               Per Sq. Ft.               Annual Rent
---------------------------------------------------------------------------------------------------------
 8/1/03 - 10/31/03                    18,406                   $ 0.00                 $      0.00
11/1/03 - 10/31/04                    18,406                   $7.680                 $141,358.10
11/1/04 - 10/31/05                    18,406                   $7.987                 $147,008.72
11/1/05 - 10/31/06                    18,406                   $8.307                 $152,898.64
11/1/06 - 10/31/07                    18,406                   $8,639                 $159,009.43
11/1/07 - 10/31/08                    18,406                   $8.985                 $165,377.91




                INITIAL ESTIMATED MONTHLY                           $1,924.22
                INSTALLMENT OF RENT ADJUSTMENTS
                (Article 4)

                TENANT'S PROPORTIONATE SHARE:                       8.35% of the Project

                SECURITY DEPOSIT:                                   $14,540.00

                ASSIGNMENT/SUBLETTING FEE                           $2,000.00

                REAL ESTATE BROKER DUE                              RREEF Management Company
                COMMISSION:

                TENANT'S SIC CODE:                                  3651




                                                       -ii-


The Reference Pages information is incorporated into and made a part of the Lease. In the event of any conflict
between any Reference Pages information and the Lease, the Lease shall control. This Lease includes Exhibit A
through D, all of which are made a part of this Lease.

         LANDLORD:                                            TENANT:

         CALWEST INDUSTRIAL HOLDINGS, LLC,                    ROCKFORD CORPORATION, an Arizona
         a Delaware limited liability company                 corporation

         By:RREEF MANAGEMENT COMPANY, a
            Delaware corporation, Its Property                By: /s/ JAMES M. THOMSON
            Manager                                               --------------------------------

                                                              Name: JAMES M. THOMSON

             By: /s/ STEPHEN J. GEORGE                        Title: CFO
                 ------------------------------
                    Stephen J. George
                    District Manager                          By:_________________________________

             Dated: 7/16/03                                   Name:_______________________________

                                                              Title:______________________________




Dated:

                                                      -iii-


                                                    LEASE

By this Lease, Landlord leases to Tenant and Tenant leases from Landlord that portion of the Building which is
located in the Project as set forth and described on the Reference Pages (the "Premises"). The Premises are
depicted on the floor plan attached hereto as Exhibit A, and the Project (including the Building) is depicted on the
site plan attached hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are
incorporated as part of this Lease.

1. USE AND RESTRICTIONS ON USE.

1.1 The Premises are to be used solely for the purposes set forth on the Reference Pages. Tenant shall not do or
permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of
other tenants or occupants of the Project or injure, annoy, or disturb them, or allow the Premises to be used for
any improper, immoral, unlawful, or objectionable purpose, or commit any waste. Tenant shall not do, permit or
suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first
obtained. Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the
Premises and its occupancy and shall promptly comply with all governmental orders and directions for the
correction, prevention and abatement of any violations in the Project, the Building or appurtenant land, caused or
permitted by, or resulting from the specific use by, Tenant, or in or upon, or in connection with, the Premises, all
at Tenant's sole expense. Tenant shall not do or permit anything to be done on or about the Premises or bring or
keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of
any insurance protecting against loss or damage to the Project or the Building or any of its contents by fire or
other casualty or against liability for damage to property or injury to persons in or about the Project or the
Building or any part thereof.

1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or
invitees (collectively, the "Tenant Entities") to at any time handle, use, manufacture, store or dispose of in or about
the Premises or the Project any (collectively "Hazardous Materials") flammables, explosives, radioactive
materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum
products or derivatives or any substance subject to regulation by or under any federal, state and local laws and
ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally
hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of
them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively "Environmental
Laws"), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in
compliance with all Environmental Laws, in the Premises or the Project and appurtenant land or allow the
environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may
handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans
containing insecticides, toner for copiers, paints, paint remover and the like) to the extent customary and
necessary for the use of the Premises for general office purposes; provided that Tenant shall always handle, store,
use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous
Materials to contaminate the Premises, Project and appurtenant land or the environment. Tenant shall

                                                         -1-


protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 30) harmless from
and against any and all loss, claims, liability or costs (including court costs and reasonable attorney's fees)
incurred by reason of any actual or asserted failure of Tenant to folly comply with all applicable Environmental
Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by
Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions
of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision
of this Section 1.2.

1.3 Tenant and the Tenant Entities will be entitled to the non-exclusive use of the common areas of the Project as
they exist from time to time during the Term, including the parking facilities, subject to Landlord's rules and
regulations regarding such use. However, in no event will Tenant or the Tenant Entities park more vehicles in the
parking facilities than Tenant's Proportionate Share of the total parking spaces available for common use. The
foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces or any guaranty of
the availability of any particular parking spaces or any specific number of parking spaces.

2. TERM.
2.1 The Term of this Lease shall begin on the date ("Commencement Date") which shall be the later of the
Scheduled Commencement Date as shown on the Reference Pages or the date that Landlord shall tender
possession of the Premises to Tenant, and shall terminate on the date as shown on the Reference Pages
('Termination Date"), unless sooner terminated by the provisions of this Lease. Landlord shall tender possession
of the Premises with all the work, if any, to be performed by Landlord pursuant to Exhibit B to this Lease
substantially completed. Tenant shall deliver a punch list of items not completed within thirty (30) days after
Landlord tenders possession of the Premises and Landlord agrees to proceed with due diligence to perform its
obligations regarding such items. Tenant shall, at Landlord's request, execute and deliver a memorandum
agreement provided by Landlord in the form of Exhibit C attached hereto, setting forth the actual Commencement
Date, Termination Date and, if necessary, a revised rent schedule. Should Tenant fail to do so within thirty (30)
days after Landlord's request, the information set forth in such memorandum provided by Landlord shall be
conclusively presumed to be agreed and correct.

2.2 Tenant agrees that in the event of the inability of Landlord to deliver possession of the Premises on the
Scheduled Commencement Date for any reason, Landlord shall not be liable for any damage resulting from such
inability, but Tenant shall not be liable for any rent until the time when Landlord can, after notice to Tenant, deliver
possession of the Premises to Tenant. No such failure to give possession on the Scheduled Commencement Date
shall affect the other obligations of Tenant under this Lease, except that if Landlord is unable to deliver possession
of the Premises within one hundred twenty (120) days after the Scheduled Commencement Date (other than as a
result of strikes, shortages of materials, holdover tenancies or similar matters beyond the reasonable control of
Landlord and Tenant is notified by Landlord in writing as to such delay), Tenant shall have the option to terminate
this Lease unless said delay is as a result of: (a) Tenant's failure to agree to plans and specifications and/or
construction cost estimates or bids; (b) Tenant's request for materials, finishes or installations

                                                         -2-


other than Landlord's standard except those, if any, that Landlord shall have expressly agreed to furnish without
extension of time agreed by Landlord; (c) Tenant's change in any plans or specifications; or, (d) performance or
completion by a party employed by Tenant (each of the foregoing, a "Tenant Delay"). If any delay is the result of
a Tenant Delay, the Commencement Date and the payment of rent under this Lease shall be accelerated by the
number of days of such Tenant Delay.

2.3 In the event Landlord permits Tenant, or any agent, employee or contractor of Tenant, to enter, use or
occupy the Premises prior to the Commencement Date, such entry, use or occupancy shall be subject to all the
provisions of this Lease other than the payment of rent, including, without limitation, Tenant's compliance with the
insurance requirements of Article 11. Said early possession shall not advance the Termination Date.

3. RENT.

3.1 Tenant agrees to pay to Landlord the Annual Rent in effect from time to time by paying the Monthly
Installment of Rent then in effect on or before the first day of each full calendar month during the Term, except
that the first full month's rent shall be paid upon the execution of this Lease. The Monthly Installment of Rent in
effect at any time shall be one-twelfth (1/12) of the Annual Rent in effect at such time. Rent for any period during
the Term which is less than a full month shall be a prorated portion of the Monthly Installment of Rent based upon
the number of days in such month. Said rent shall be paid to Landlord, without deduction or offset and without
notice or demand, at the Rent Payment Address, as set forth on the Reference Pages, or to such other person or
at such other place as Landlord may from time to time designate in writing. If an Event of Default occurs with
respect to the payment of rent, Landlord may require by notice to Tenant that all subsequent rent payments be
made by an automatic payment from Tenant's bank account to Landlord's account, without cost to Landlord.
Tenant must implement such automatic payment system prior to the next scheduled rent payment or within ten
(10) days after Landlord's notice, whichever is later. Unless specified in this Lease to the contrary, all amounts
and sums payable by Tenant to Landlord pursuant to this Lease shall be deemed additional rent.

3.2 Tenant recognizes that late payment of any rent or other sum due under this Lease will result in administrative
expense to Landlord, the extent of which additional expense is extremely difficult and economically impractical to
ascertain. Tenant therefore agrees that if rent or any other sum is not paid when due and payable pursuant to this
Lease, a late charge shall be imposed in an amount equal to the greater of: (a) Fifty Dollars ($50.00), or (b) six
percent (6%) of the unpaid rent or other payment. The amount of the late charge to be paid by Tenant shall be
reassessed and added to Tenant's obligation for each successive month until paid. The provisions of this Section
3.2 in no way relieve Tenant of the obligation to pay rent or other payments on or before the date on which they
are due, nor do the terms of this Section 3.2 in any way affect Landlord's remedies pursuant to Article 19 of this
Lease in the event said rent or other payment is unpaid after date due.

4. RENT ADJUSTMENTS.

4.1 For the purpose of this Article 4, the following terms are defined as follows:

                                                        -3-


4.1.1 Lease Year: Each fiscal year (as determined by Landlord from time to time) falling partly or wholly within
the Term.

4.1.2 Expenses: All costs of operation, maintenance, repair, replacement and management of the Project
(including the amount of any credits which Landlord may grant to particular tenants of the Project in lieu of
providing any standard services or paying any standard costs described in this
Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles,
including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges
of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or
desirable and relating in any manner to the protection, preservation, or operation of the Project or any part
thereof; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas; waste disposal; the
cost of janitorial services; the cost of security and alarm services (including any central station signaling system);
costs of cleaning, repairing, replacing and maintaining the common areas, including parking and landscaping,
window cleaning costs; labor costs; costs and expenses of managing the Project including management and/or
administrative fees; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs;
equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs;
purchase costs of equipment; current rental and leasing costs of items which would be capital items if purchased;
tool costs; licenses, permits and inspection fees; wages and salaries (which, for employees working for other
properties in addition to the Project, shall be allocated proportionately to reflect the time spent working in
connection with the Project); employee benefits and payroll taxes (which, for employees working for other
properties in addition to the Project, shall be allocated proportionately to reflect the time spent working in
connection with the Project); accounting and legal fees; any sales, use or service taxes incurred in connection
therewith. In addition, Landlord shall be entitled to recover, as additional rent (which, along with any other capital
expenditures constituting Expenses, Landlord may either include in Expenses or cause to be billed to Tenant
along with Expenses and Taxes but as a separate item), Tenant's Proportionate Share of: (i) an allocable portion
of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) the
cost of fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which
are required under any governmental laws, Regulations or ordinances which were not applicable to the Project at
the time it was constructed; but the costs described in this sentence shall be amortized over the reasonable life of
such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by
Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at
one percent (1%) in excess of the Wall Street Journal prime lending rate announced from time to time. Expenses
shall not include depreciation or amortization of the buildings in the Project or equipment in the Project except as
provided herein, loan principal payments, costs of alterations of tenants' premises, leasing commissions, interest
expenses on long-term borrowings or advertising costs.

4.1.3 Taxes: Real estate taxes and any other taxes, charges and assessments which are levied with respect to the
Project or the land appurtenant to the Project, or with respect to any improvements, fixtures and equipment or
other property of Landlord, real or personal, located in the Project and used in connection with the operation of
the Project and said land, any payments to any ground lessor in reimbursement of tax payments made by such
lessor; and all fees, expenses and costs incurred by Landlord in investigating, protesting, contesting or in any

                                                        -4-


way seeking to reduce or avoid increase in any assessments, levies or the tax rate pertaining to any Taxes to be
paid by Landlord in any Lease Year. Taxes shall not include any corporate franchise, or estate, inheritance or net
income tax, or tax imposed upon any transfer by Landlord of its interest in this Lease or the Project or any taxes
to be paid by Tenant pursuant to Article 28.

4.2 Tenant shall pay as additional rent for each Lease Year Tenant's Proportionate Share of Expenses and Taxes
incurred for such Lease Year.

4.3 The annual determination of Expenses shall be made by Landlord and shall be binding upon Landlord and
Tenant, subject to the provisions of this
Section 4.3. During the Term, Tenant may review, at Tenant's sole cost and expense, the books and records
supporting such determination in an office of Landlord, or Landlord's agent, during normal business hours, upon
giving Landlord five (5) days advance written notice within sixty (60) days after receipt of such determination, but
in no event more often than once in any one
(1) year period, subject to execution of a confidentiality agreement acceptable to Landlord, and provided that if
Tenant utilizes an independent accountant to perform such review it shall be one of national standing which is
reasonably acceptable to Landlord, is not compensated on a contingency basis and is also subject to such
confidentiality agreement. If Tenant fails to object to Landlord's determination of Expenses within ninety (90)
days after receipt, or if any such objection fails to state with specificity the reason for the objection, Tenant shall
be deemed to have approved such determination and shall have no further right to object to or contest such
determination. In the event that during all or any portion of any Lease Year or Base Year, the Project is not fully
rented and occupied Landlord shall make an appropriate adjustment in occupancy-related Expenses for such
year for the purpose of avoiding distortion of the amount of such Expenses to be attributed to Tenant by reason
of variation in total occupancy of the Project, by employing consistent and sound accounting and management
principles to determine Expenses that would have been paid or incurred by Landlord had the Project been at
least ninety-five percent (95%) rented and occupied, and the amount so determined shall be deemed to have
been Expenses for such Lease Year.

4.4 Prior to the actual determination thereof for a Lease Year, Landlord may from time to time estimate Tenant's
liability for Expenses and/or Taxes under Section 4.2, Article 6 and Article 28 for the Lease Year or portion
thereof. Landlord will give Tenant written notification of the amount of such estimate and Tenant agrees that it will
pay, by increase of its Monthly Installments of Rent due in such Lease Year, additional rent in the amount of such
estimate. Any such increased rate of Monthly Installments of Rent pursuant to this Section 4.4 shall remain in
effect until further written notification to Tenant pursuant hereto. Landlord's initial estimate of the amounts payable
by Tenant pursuant to this Article 4 is set forth on the Reference Pages.

4.5 When the above mentioned actual determination of Tenant's liability for Expenses and/or Taxes is made for
any Lease Year and when Tenant is so notified in writing, then:

4.5.1 If the total additional rent Tenant actually paid pursuant to Section 4.2 on account of Expenses and/or
Taxes for the Lease Year is less than Tenant's liability for Expenses

                                                         -5-


and/or Taxes, then Tenant shall pay such deficiency to Landlord as additional rent in one lump sum within thirty
(30) days of receipt of Landlord's bill therefor; and

4.5.2 If the total additional rent Tenant actually paid pursuant to Section 4.2 on account of Expenses and/or
Taxes for the Lease Year is more than Tenant's liability for Expenses and/or Taxes, then Landlord shall credit the
difference against the then next due payments to be made by Tenant under this Article 4, or, if the Lease has
terminated, refund the difference in cash within one hundred eighty (180) days of the termination date,

4.6 If the Commencement Date is other than January 1 or if the Termination Date is other than December 31,
Tenant's liability for Expenses and Taxes for the Lease Year in which said Date occurs shall be prorated based
upon a three hundred sixty-five (365) day year.

5. SECURITY DEPOSIT. Tenant shall deposit the Security Deposit with Landlord upon the execution of this
Lease. Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms,
covenants and conditions of this Lease to be kept and performed by Tenant and not as an advance rental deposit
or as a measure of Landlord's damage in case of Tenant's default. If Tenant defaults with respect to any provision
of this Lease, Landlord may use any part of the Security Deposit for the payment of any rent or any other sum in
default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of
Tenant's default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason
of Tenant's default. If any portion is so used, Tenant shall within five
(5) days after written demand therefor, deposit with Landlord an amount sufficient to restore the Security Deposit
to its original amount and Tenant's failure to do so shall be a material breach of this Lease. Except to such extent,
if any, as shall be required by law, Landlord shall not be required to keep the Security Deposit separate from its
general funds, and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully
perform every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall be
returned to Tenant at such time after termination of this Lease when Landlord shall have determined that all of
Tenant's obligations under this Lease have been fulfilled, but in no event later than ninety (90) days after the
termination date. Notwithstanding anything to the contrary contained herein or in Article 23 hereof, Tenant hereby
waives the provisions of Section 1950.7 of the California Civil Code, or any similar or successor regulations or
other laws now or hereinafter in effect.

6. ALTERATIONS.

6.1 Except for those, if any, specifically provided for in Exhibit B to this Lease, Tenant shall not make or suffer to
be made any alterations, additions, or improvements, including, but not limited to, the attachment of any fixtures
or equipment in, on, or to the Premises or any part thereof or the making of any improvements as required by
Article 7, without the prior written consent of Landlord. When applying for such consent, Tenant shall, if
requested by Landlord, furnish complete plans and specifications for such alterations, additions and
improvements. Landlord's consent shall not be unreasonably withheld or delayed with respect to alterations which
(i) are not structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect or require
modification of the Building's electrical, mechanical,

                                                         -6-


plumbing, HVAC or other systems, and (iv) in aggregate do not cost more than $5.00 per rentable square foot of
that portion of the Premises affected by the alterations in question.

6.2 In the event Landlord consents to the making of any such alteration, addition or improvement by Tenant, the
same shall be made by using either Landlord's contractor or a contractor reasonably approved by Landlord, in
either event at Tenant's sole cost and expense. If Tenant shall employ any contractor other than Landlord's
contractor and such other contractor or any subcontractor of such other contractor shall employ any non-union
labor or supplier, Tenant shall be responsible for and hold Landlord harmless from any and all delays, damages
and extra costs suffered by Landlord as a result of any dispute with any labor unions concerning the wage, hours,
terms or conditions of the employment of any such labor. In any event Landlord may charge Tenant any third-
party costs actually incurred by Landlord in connection with the proposed work and the design thereof, with all
such amounts being due five (5) days after Landlord's demand.

6.3 All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all
government laws, ordinances, rules and regulations, using Building standard materials where applicable, and
Tenant shall, prior to construction, provide the additional insurance required under Article 11 in such case, and
also all such assurances to Landlord as Landlord shall reasonably require to assure payment of the costs thereof,
including but not limited to, notices of non-responsibility, waivers of lien, surety company performance bonds and
funded construction escrows and to protect Landlord and the Building and appurtenant land against any loss from
any mechanic's, materialmen's or other liens. Tenant shall pay in addition to any sums due pursuant to Article 4,
any increase in real estate taxes attributable to any such alteration, addition or improvement for so long, during the
Term, as such increase is ascertainable; at Landlord's election said sums shall be paid in the same way as sums
due under Article 4. Landlord may, as a condition to its consent to any particular alterations or improvements,
require Tenant to deposit with Landlord the amount reasonably estimated by Landlord as sufficient to cover the
cost of removing such alterations or improvements and restoring the Premises, to the extent required under
Section 26.2

7. REPAIR.

7.1 Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises, except
as specified in Exhibit B if attached to this Lease and except that Landlord shall repair and maintain the structural
portions of the roof, foundation and walls of the Building. By taking possession of the Premises, Tenant accepts
them as being in good order, condition and repair and in the condition in which Landlord is obligated to deliver
them, except as set forth in the punch list to be delivered pursuant to
Section 2.1. It is hereby understood and agreed that no representations respecting the condition of the Premises,
the Building or the Project have been made by Landlord to Tenant, except as specifically set forth in this Lease.
Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure
shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to
Landlord by Tenant.

7.2 Tenant shall at its own cost and expense keep and maintain all parts of the Premises and such portion of the
Building and improvements as are within the exclusive control

                                                         -7-


of Tenant in good condition, promptly making all necessary repairs and replacements, whether ordinary or
extraordinary, with materials and workmanship of the same character, kind and quality as the original (including,
but not limited to, repair and replacement of all fixtures installed by Tenant, water heaters serving the Premises,
windows, glass and plate glass, doors, exterior stairs, skylights, any special office entries, interior walls and finish
work, floors and floor coverings, heating and air conditioning systems serving the Premises, electrical systems and
fixtures, sprinkler systems, dock boards, truck doors, dock bumpers, plumbing work and fixtures, and
performance of regular removal of trash and debris). Tenant as part of its obligations hereunder shall keep the
Premises in a clean and sanitary condition. Tenant will, as far as possible keep all such parts of the Premises from
deterioration due to ordinary wear and from falling temporarily out of repair, and upon termination of this Lease in
any way Tenant will yield up the Premises to Landlord in good condition and repair, loss by fire or other casualty
excepted (but not excepting any damage to glass). Tenant shall, at its own cost and expense, repair any damage
to the Premises, the Building or the Project resulting from and/or caused in whole or in part by the negligence or
misconduct of Tenant, its agents, employees, contractors, invitees, or any other person entering upon the
Premises as a result of Tenant's business activities or caused by Tenant's default hereunder.

7.3 Except as provided in Article 22, there shall be no abatement of rent and no liability of Landlord by reason of
any injury to or interference with Tenant's business arising from the making of any repairs, alterations or
improvements in or to any portion of the Project, the Building or the Premises or to fixtures, appurtenances and
equipment in the Building. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section
1932 and Sections 1941 and 1942 of the California Civil Code or any similar or successor regulations or other
laws now or hereinafter in effect.

7.4 Tenant shall, at its own cost and expense, enter into a regularly scheduled preventive maintenance/service
contract with a maintenance contractor reasonably approved by Landlord for servicing all heating and air
conditioning systems and equipment serving the Premises (and a copy thereof shall be furnished to Landlord).
The service contract must include all services suggested by the equipment! manufacturer in the
operation/maintenance manual and must become effective within thirty (30) days of the date Tenant takes
possession of the Premises. Should Tenant fail to do so, Landlord may, upon notice to Tenant, enter into such a
maintenance/ service contract on behalf of Tenant or perform the work and in either case, charge Tenant the cost
thereof along with a reasonable amount for Landlord's overhead.

7.5 Landlord shall coordinate any repairs and other maintenance of any railroad tracks serving the Project and, if
Tenant uses such rail tracks, Tenant shall reimburse Landlord or the railroad company from time to time upon
demand, as additional rent, for its share of the costs of such repair and maintenance and for any other sums
specified in any agreement to which Landlord or Tenant is a party respecting such tracks, such costs to be borne
proportionately by all tenants in the Project using such rail tracks, based upon the actual number of rail cars
shipped and received by such tenant during each calendar year during the Term.

8. LIENS. Tenant shall keep the Premises, the Building, the Project and appurtenant land and Tenant's leasehold
interest in the Premises free from any liens arising out of any services, work or materials performed, furnished, or
contracted for by Tenant, or obligations incurred by

                                                         -8-
Tenant. In the event that Tenant fails, within ten (10) days following the imposition of any such lien, to either cause
the same to be released of record or provide Landlord with insurance against the same issued by a major title
insurance company or such other protection against the same as Landlord shall reasonably accept (such failure to
constitute an Event of Default), Landlord shall have the right to cause the same to be released by such means as it
shall reasonably deem proper, including payment of the claim giving rise to such lien. All such sums paid by
Landlord and all expenses incurred by it in connection therewith shall be payable to it by Tenant within five (5)
days of Landlord's demand.

9. ASSIGNMENT AND SUBLETTING.

9.1 Tenant shall not have the right to assign or pledge this Lease or to sublet the whole or any part of the
Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone
other than Tenant, and shall not make, suffer or permit such assignment, subleasing or occupancy without the
prior written consent of Landlord, such consent not to be unreasonably withheld or delayed, and said restrictions
shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant
desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant
shall give written notice thereof to Landlord at least sixty (60) days but no more than one hundred twenty (120)
days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the
name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of
financial reports and other relevant financial information of the proposed subtenant or assignee.

9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly,
primarily and fully responsible and liable for the payment of the rent specified in this Lease and for compliance
with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of
an Event of Default, if the Premises or any part of them are then assigned or sublet, Landlord, in addition to any
other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee
or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent
against any sums due to Landlord from Tenant under this Lease, and no such collection shall be construed to
constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease.

9.3 In addition to Landlord's right to approve of any subtenant or assignee, Landlord shall have the option, in its
sole discretion, in the event of any proposed subletting of the entire Premises or assignment, to terminate this
Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the
Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised,
if at all, by Landlord giving Tenant written notice given by Landlord to Tenant within thirty (30) days following
Landlord's receipt of Tenant's written notice as required above. However, if Tenant notifies Landlord, within five
(5) days after receipt of Landlord's termination notice, that Tenant is rescinding its proposed assignment or
sublease, the termination notice shall be void and the Lease shall continue in full force and effect. If this Lease
shall be terminated with respect to the entire Premises pursuant to this Section, the Term of this Lease shall end
on the date stated in Tenant's notice as the effective date of the sublease or assignment as if that date had been

                                                         -9-


originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a
portion of the Premises, the rent to be paid from time to time during the unexpired Term shall abate
proportionately based on the proportion by which the approximate square footage of the remaining portion of the
Premises shall be less than that of the Premises as of the date immediately prior to such recapture. Tenant shall, at
Tenant's own cost and expense, discharge in full any outstanding commission obligation which may be due and
owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant
to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant.

9.4 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to Landlord as
additional rent an amount equal to one hundred percent (100%) of any Increased Rent (as defined below), less
the Costs Component (as defined below), when and as such Increased Rent is received by Tenant. As used in
this Section, "Increased Rent" shall mean the excess of
(i) all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment
or other transfer of this Lease, over
(ii) the rent otherwise payable by Tenant under this Lease at such time. For purposes of the foregoing, any
consideration received by Tenant in form other than cash shall be valued at its fair market value as determined by
Landlord in good faith. The "Costs Component" is that amount which, if paid monthly, would fully amortize on a
straight-line basis, over the entire period for which Tenant is to receive Increased Rent, the reasonable costs
incurred by Tenant for leasing commissions and tenant improvements in connection with such sublease,
assignment or other transfer.

9.5 Notwithstanding any other provision hereof, it shall be considered reasonable for Landlord to withhold its
consent to any assignment of this Lease or sublease of any portion of the Premises if at the time of either Tenant's
notice of the proposed assignment or sublease or the proposed commencement date thereof, there shall exist any
uncured default of Tenant or matter which will become a default of Tenant with passage of time unless cured, or if
the proposed assignee or sublessee is an entity: (a) with which Landlord is already in negotiation; (b) is already an
occupant of the Project unless Landlord is unable to provide the amount of space required by such occupant; (c)
is a governmental agency; (d) is incompatible with the character of occupancy of the Project; (e) with which the
payment for the sublease or assignment is determined in whole or in part based upon its net income or profits; or
(f) would subject the Premises to a use which would: (i) involve increased personnel or wear upon the Building or
the Project; (ii) violate any exclusive right granted to another tenant of the Project; (iii) require any addition to or
modification of the Premises, the Building or the Project in order to comply with building code or other
governmental requirements; or, (iv) involve a violation of Section 1.2. Tenant expressly agrees that for the
purposes of any statutory or other requirement of reasonableness on the part of Landlord, Landlord's refusal to
consent to any assignment or sublease for any of the reasons described in this Section 9.5, shall be conclusively
deemed to be reasonable.

9.6 Upon any request to assign or sublet, Tenant will pay to Landlord the Assignment/Subletting Fee plus, on
demand, a sum equal to all of Landlord's costs, including reasonable attorney's fees, incurred in investigating and
considering any proposed or purported assignment or pledge of this Lease or sublease of any of the Premises,
regardless of whether Landlord shall consent to, refuse consent, or determine that Landlord's consent is not
required

                                                        - 10 -


for, such assignment, pledge or sublease. Any purported sale, assignment, mortgage, transfer of this Lease or
subletting which does not comply with the provisions of this Article 9 shall be void.

9.7 If Tenant is a corporation, limited liability company, partnership or trust, any transfer or transfers of or change
or changes within any twelve (12) month period in the number of the outstanding voting shares of the corporation
or limited liability company, the general partnership interests in the partnership or the identity of the persons or
entities controlling the activities of such partnership or trust resulting in the persons or entities owning or
controlling a majority of such shares, partnership interests or activities of such partnership or trust at the beginning
of such period no longer having such ownership or control shall be regarded as equivalent to an assignment of this
Lease to the persons or entities acquiring such ownership or control and shall be subject to all the provisions of
this Article 9 to the same extent and for all intents and purposes as though such an assignment. Notwithstanding
the provisions of this Article 9, Tenant may assign this Lease or sublease the Premises or any portion thereof,
without Landlord's consent and without releasing Tenant from any obligation or liability under this Lease, to any
corporation or other entity which controls, is controlled by or is under common control with Tenant, or to any
corporation or other entity resulting from a merger with Tenant, or to any corporation or other entity that acquires
all the assets of Tenant as a going concern, or to an entity acquiring or succeeding to substantially all of the
business, or substantially all of a business unit, of Tenant, by merger, spin-off, reorganization, consolidation,
acquisition (of assets or equity) or otherwise; provided that the Tenant's (or the surviving entity in the case of a
merger) net worth as of the date immediately after the assignment or subletting is not less than Tenant's net worth
as of the date of this Lease or as of the date immediately prior to the assignment or subletting (or the series of
transactions of which such assignment or subletting is a part), whichever is greater. For the purpose of this section
9.7, "control" means the direct or indirect ownership of fifty percent (50%) or more of the capital, profits and
voting rights of the corporation or other entity in question. Tenant must provide Landlord ten (10) days prior
written notice of any of assignment of this Lease not requiring Landlord's consent pursuant to the terms of this
Section 9.8. Tenant agrees that the instrument by which any such assignment or sublease to which Landlord's
consent is not required shall expressly provide that the assignee or subtenant will perform all of the covenants to
be performed by Tenant under this Lease (in the case of a sublease, only insofar as such covenants relate to the
portion of the Premises subject to such sublease) as and when performance is due after the effective date of the
assignment or sublease and that Landlord will have the right to enforce such covenants directly against such
assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing
provisions shall be void. Tenant shall in all cases remain liable for the performance by any assignee or subtenant
of all such covenants.

10. INDEMNIFICATION. None of the Landlord Entities shall be liable and Tenant hereby waives all claims
against them for any damage to any property or any injury to any person in or about the Premises or the Project
by or from any cause whatsoever (including without limiting the foregoing, rain or water leakage of any character
from the roof, windows, walls, basement, pipes, plumbing works or appliances, the Project or the Building not
being in good condition or repair, gas, fire, oil, electricity or theft), except to the extent caused by or arising from
the gross negligence or willful misconduct of Landlord or its agents, employees or contractors. Tenant shall
protect, indemnify and hold the Landlord Entities harmless from and against any and all loss, claims, liability or
costs (including court costs and reasonable attorney's fees) incurred by

                                                         - 11 -


reason of (a) any damage to any property (including but not limited to property of any Landlord Entity) or any
injury (including but not limited to death) to any person occurring in, on or about the Premises or the Project to
the extent that such injury or damage shall be caused by or arise from any actual or alleged act, neglect, fault, or
omission by or of Tenant or any Tenant Entity to meet any standards imposed by any duty with respect to the
injury or damage; (b) the conduct or management of any work or thing whatsoever done by the Tenant in or
about the Premises or from transactions of the Tenant concerning the Premises; (c) Tenant's failure to comply
with any and all governmental laws, ordinances and regulations applicable to the condition or use of the Premises
or its occupancy; or (d) any breach or default on the part of Tenant in the performance of any covenant or
agreement on the part of the Tenant to be performed pursuant to this Lease. The provisions of this Article shall
survive the termination of this Lease with respect to any claims or liability accruing prior to such termination.

11. INSURANCE.

11.1 Tenant shall keep in force throughout the Term: (a) a Commercial General Liability insurance policy or
policies to protect the Landlord Entities against any liability to the public or to any invitee of Tenant or a Landlord
Entity incidental to the use of or resulting from any accident occurring in or upon the Premises with a limit of not
less than $1,000,000 per occurrence and not less than $2,000,000 in the annual aggregate, or such larger amount
as Landlord may prudently require from time to time, covering bodily injury and property damage liability and
$1,000,000 products/completed operations aggregate; (b) Business Auto Liability covering owned, non-owned
and hired vehicles with a limit of not less than $1,000,000 per accident; (c) insurance protecting against liability
under Worker's Compensation Laws with limits at least as required by statute; (d) Employers Liability with limits
of $1,000,000 each accident, $1,000,000 disease policy limit, $1,000,000 disease each employee; (e) All Risk
or Special Form coverage protecting Tenant against loss of or damage to Tenant's alterations, additions,
improvements, carpeting, floor coverings, panelings, decorations, fixtures, inventory and other business personal
property situated in or about the Premises to the full replacement value of the property so insured, (f) Business
Interruption Insurance for 100% of the 12 months actual loss sustained, and (g) Excess Liability in the amount of
$5,000,000.

11.2 The aforesaid policies shall (a) be provided at Tenant's expense; (b) name the Landlord Entities as
additional insureds (General Liability) and loss payee (Property--Special Form); (c) be issued by an insurance
company with a minimum Best's rating of "A: VII" during the Term; and
(d) provide that said insurance shall not be canceled unless thirty (30) days prior written notice (ten days for non-
payment of premium) shall have been given to Landlord. A certificate of Liability insurance on ACORD Form 25
and a certificate of Property insurance on ACORD Form 27 shall be delivered to Landlord by Tenant on or
before the Commencement Date and at least thirty (30) days prior to each renewal of said insurance.

11.3 Whenever Tenant shall undertake any alterations, additions or improvements in, to or about the Premises
("Work") the aforesaid insurance protection must extend to and include injuries to persons and damage to
property arising in connection with such Work, without limitation including liability under any applicable structural
work act, and such other insurance as Landlord shall reasonably require; and the policies of or certificates
evidencing such insurance must be delivered to Landlord prior to the commencement of any such Work.
                                                         - 12 -


12. WAIVER OF SUBROGATION. So long as their respective insurers so permit, Tenant and Landlord
hereby mutually waive their respective rights of recovery against each other for any loss insured by fire, extended
coverage, All Risks or other insurance now or hereafter existing for the benefit of the respective party but only to
the extent of the net insurance proceeds payable under such policies. Each party shall obtain any special
endorsements required by their insurer to evidence compliance with the aforementioned waiver.

13. SERVICES AND UTILITIES. Tenant shall pay for all water, gas, heat, light, power, telephone, sewer,
sprinkler system charges and other utilities and services used on or from the Premises, together with any taxes,
penalties, and surcharges or the like pertaining thereto and any maintenance charges for utilities. Tenant shall
furnish all electric light bulbs, tubes and ballasts, battery packs for emergency lighting and fire extinguishers. If any
such services are not separately metered to Tenant, Tenant shall pay such proportion of all charges jointly
metered with other premises as determined by Landlord, in its sole discretion, to be reasonable. Any such
charges paid by Landlord and assessed against Tenant shall be immediately payable to Landlord on demand and
shall be additional rent hereunder. Tenant will not, without the written consent of Landlord, contract with a utility
provider to service the Premises with any utility, including, but not limited to, telecommunications, electricity,
water, sewer or gas, which is not previously providing such service to other tenants in the Project. Landlord shall
in no event be liable for any interruption or failure of utility services on or to the Premises.

14. HOLDING OVER. Tenant shall pay Landlord for each day Tenant retains possession of the Premises or
part of them after termination of this Lease by lapse of time or otherwise at the rate ("Holdover Rate") which shall
be One Hundred Fifty Percent (150%) of the greater of (a) the amount of the Annual Rent for the last period
prior to the date of such termination plus all Rent Adjustments under Article 4; and (b) the then market rental
value of the Premises as determined by Landlord assuming a new lease of the Premises of the then usual duration
and other terms, in either case, prorated on a daily basis, and also pay all damages sustained by Landlord by
reason of such retention. If Landlord gives notice to Tenant of Landlord's election to such effect, such holding
over shall constitute renewal of this Lease for a period from month to month at the Holdover Rate, but if the
Landlord does not so elect, no such renewal shall result notwithstanding acceptance by Landlord of any sums due
hereunder after such termination; and instead, a tenancy at sufferance at the Holdover Rate shall be deemed to
have been created. In any event, no provision of this Article 14 shall be deemed to waive Landlord's right of
reentry or any other right under this Lease or at law.

15. SUBORDINATION. Without the necessity of any additional document being executed by Tenant for the
purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to ground or
underlying leases and to the lien of any mortgages or deeds of trust now or hereafter placed on, against or
affecting the Building, Landlord's interest or estate in the Building, or any ground or underlying lease; provided,
however, that if the lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have
Tenant's interest in this Lease be superior to any such instrument, then, by notice to Tenant, this Lease shall be
deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the
foregoing, Tenant covenants and agrees to execute and deliver within ten
(10) days of Landlord's request such further instruments evidencing such subordination or superiority of this
Lease as may be required by Landlord.

                                                         - 13 -


16. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with all the rules and regulations
as set forth in Exhibit D to this Lease and all reasonable and non-discriminatory modifications of and additions to
them from time to time put into effect by Landlord. Landlord shall not be responsible to Tenant for the non-
performance by any other tenant or occupant of the Project of any such rules and regulations.

17. REENTRY BY LANDLORD.

17.1 Landlord reserves and shall at all times have the right and, except in the case of emergency, upon
reasonable prior notice during regular business hours, to re-enter the Premises to inspect the same, to show said
Premises to prospective purchasers, mortgagees or tenants, and to alter, improve or repair the Premises and any
portion of the Project or the Building, without abatement of rent, and may for that purpose erect, use and
maintain scaffolding, pipes, conduits and other necessary structures and open any wall, ceiling or floor in and
through the Building and Premises where reasonably required by the character of the work to be performed,
provided entrance to the Premises shall not be blocked thereby, and further provided that the business of Tenant
shall not be interfered with unreasonably. Landlord shall have the right at any time to change the arrangement
and/or locations of public parts of the Building and the Project (including, but not limited to, entrances, or
passageways, doors and doorways, and corridors, windows, elevators, stairs and toilets) and to change the
name, number or designation by which the Building or the Project is commonly known. In the event that Landlord
damages any portion of any wall or wall covering, ceiling, or floor or floor covering within the Premises, Landlord
shall repair or replace the damaged portion to match the original as nearly as commercially reasonable but shall
not be required to repair or replace more than the portion actually damaged. Tenant hereby waives any claim for
damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet
enjoyment of the Premises, and any other loss occasioned by any action of Landlord authorized by this Article
17.

17.2 For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all
of the doors in the Premises, excluding Tenant's vaults and safes or special security areas (designated in
advance), and Landlord shall have the right to use any and all means which Landlord may deem proper to open
said doors in an emergency to obtain entry to any portion of the Premises. As to any portion to which access
cannot be had by means of a key or keys in Landlord's possession, Landlord is authorized to gain access by such
means as Landlord shall elect and the cost of repairing any damage occurring in doing so shall be borne by
Tenant and paid to Landlord within five(5) days of Landlord's demand.

18. DEFAULT.

18.1 Except as otherwise provided in Article 20, the following events shall be deemed to be Events of Default
under this Lease:

18.1.1 Tenant shall fail to pay when due any sum of money becoming due to be paid to Landlord under this
Lease, whether such sum be any installment of the rent reserved by this Lease, any other amount treated as
additional rent under this Lease, or any other payment or reimbursement to Landlord required by this Lease,
whether or not treated as additional rent under this Lease, and such failure shall continue for a period of five (5)
days after written notice

                                                        - 14 -


that such payment was not made when due, but if any such notice shall be given, for the twelve (12) month period
commencing with the date of such notice, the failure to pay within five (5) days after due any additional sum of
money becoming due to be paid to Landlord under this Lease during such period shall be an Event of Default,
without notice. The notice required pursuant to this
Section 18.1.1 shall replace rather than supplement any statutory notice required under California Code of Civil
Procedure Section 1161 or any similar or successor statute.

18.1.2 Tenant shall fail to comply with any term, provision or covenant of this Lease which is not provided for in
another Section of this Article and shall not cure such failure within twenty (20) days (forthwith, if the failure
involves a hazardous condition) after written notice of such failure to Tenant provided, however, that such failure
shall not be an event of default if such failure could not reasonably be cured during such twenty (20) day period,
Tenant has commenced the cure within such twenty (20) day period and thereafter is diligently pursuing such cure
to completion, but the total aggregate cure period shall not exceed ninety (90) days.

18.1.3 Tenant shall fail to vacate the Premises immediately upon termination of this Lease, by lapse of time or
otherwise, or upon termination of Tenant's right to possession only.

18.1.4 Tenant shall become insolvent, admit in writing its inability to pay its debts generally as they become due,
file a petition in bankruptcy or a petition to take advantage of any insolvency statute, make an assignment for the
benefit of creditors, make a transfer in fraud of creditors, apply for or consent to the appointment of a receiver of
itself or of the whole or any substantial part of its property, or file a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable
law or statute of the United States or any state thereof.
18.1.5 A court of competent jurisdiction shall enter an order, judgment or decree adjudicating Tenant bankrupt,
or appointing a receiver of Tenant, or of the whole or any substantial part of its property, without the consent of
Tenant, or approving a petition filed against Tenant seeking reorganization or arrangement of Tenant under the
bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof, and such
order, judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of entry
thereof.

19. REMEDIES.

19.1 Upon the occurrence of any Event or Events of Default under this Lease, whether enumerated in Article 18
or not, Landlord shall have the option to pursue any one or more of the following remedies without any notice
(except as expressly prescribed herein) or demand whatsoever (and without limiting the generality of the
foregoing, Tenant hereby specifically waives notice and demand for payment of rent or other obligations and
waives any and all other notices or demand requirements imposed by applicable law):

19.1.1 Terminate this Lease and Tenant's right to possession of the Premises and recover from Tenant an award
of damages equal to the sum of the following:

                                                       - 15 -


19.1.1.1 The Worth at the Time of Award of the unpaid rent which had been earned at the time of termination;

19.1.1.2 The Worth at the Time of Award of the amount by which the unpaid rent which would have been
earned after termination until the time of award exceeds the amount of such rent loss that Tenant affirmatively
proves could have been reasonably avoided;

19.1.1.3 The Worth at the Time of Award of the amount by which the unpaid rent for the balance of the Term
after the time of award exceeds the amount of such rent loss that Tenant affirmatively proves could be reasonably
avoided;

19.1.1.4 Any other amount necessary to compensate Landlord for all the detriment either proximately caused by
Tenant's failure to perform Tenant's obligations under this Lease or which in the ordinary course of things would
be likely to result therefrom; and

19.1.1.5 All such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time
under applicable law.

The "Worth at the Time of Award" of the amounts referred to in parts 19.1.1.1 and 19.1.1.2 above, shall be
computed by allowing interest at the lesser of a per annum rate equal to: (i) the greatest per annum rate of interest
permitted from time to time under applicable law, or (ii) the Prime Rate plus 5%. For purposes hereof, the "Prime
Rate" shall be the per annum interest rate publicly announced as its prime or base rate by a federally insured bank
selected by Landlord in the State of California. The "Worth at the Time of Award" of the amount referred to in
part 19.1.1.3, above, shall be computed by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus 1%;

19.1.2 Employ the remedy described in California Civil Code Section 1951.4 (Landlord may continue this Lease
in effect after Tenant's breach and abandonment and recover rent as it becomes due, if Tenant has the right to
sublet or assign, subject only to reasonable limitations); or

19.1.3 Notwithstanding Landlord's exercise of the remedy described in California Civil Code Section 1951.4 in
respect of an Event or Events of Default, at such time thereafter as Landlord may elect in writing, to terminate this
Lease and Tenant's right to possession of the Premises and recover an award of damages as provided above in
Section 19.1.1.

19.2 The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any
preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to
pay the particular rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such rent. No waiver by Landlord of any breach hereof shall be effective unless such waiver is in
writing and signed by Landlord.

                                                        - 16 -


19.3 TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE
CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174(c) AND 1179 OF THE CODE OF CIVIL
PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER REGULATIONS AND RULES OF
LAW FROM TIME TO TIME IN EFFECT DURING THE TERM PROVIDING THAT TENANT SHALL
HAVE ANY RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS
TERMINATION BY REASON OF TENANT'S BREACH. TENANT ALSO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION
ARISING OUT OF OR RELATING TO THIS LEASE.

19.4 No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other
right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or
remedy given hereunder or now or hereafter existing by agreement, applicable law or in equity. In addition to
other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to
injunctive relief, or to a decree compelling performance of any of the covenants, agreements, conditions or
provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity. Forbearance by
Landlord to enforce one or more of the remedies herein provided upon an Event of Default shall not be deemed
or construed to constitute a waiver of such Default.

19.5 This Article 19 shall be enforceable to the maximum extent such enforcement is not prohibited by applicable
law, and the unenforceability of any portion thereof shall not thereby render unenforceable any other portion..

19.6 If more than one (1) Event of Default occurs during the Term or any renewal thereof, Tenant's renewal
options, expansion options, purchase options and rights of first offer and/or refusal, if any are provided for in this
Lease, shall be null and void.

20. TENANT'S BANKRUPTCY OR INSOLVENCY.

20.1 If at any time and for so long as Tenant shall be subjected to the provisions of the United States Bankruptcy
Code or other law of the United States or any state thereof for the protection of debtors as in effect at such time
(each a "Debtor's Law"):

20.1.1 Tenant, Tenant as debtor-in-possession, and any trustee or receiver of Tenant's assets (each a "Tenant's
Representative") shall have no greater right to assume or assign this Lease or any interest in this Lease, or to
sublease any of the Premises than accorded to Tenant in Article 9, except to the extent Landlord shall be
required to permit such assumption, assignment or sublease by the provisions of such Debtor's Law. Without
limitation of the generality of the foregoing, any right of any Tenant's Representative to assume or assign this
Lease or to sublease any of the Premises shall be subject to the conditions that:

20.1.1.1 Such Debtor's Law shall provide to Tenant's Representative a right of assumption of this Lease which
Tenant's Representative shall have timely exercised and Tenant's Representative shall have fully cured any default
of Tenant under this Lease.

                                                        - 17 -


20.1.1.2 Tenant's Representative or the proposed assignee, as the case shall be, shall have deposited with
Landlord as security for the timely payment of rent an amount equal to the larger of: (a) three (3) months' rent and
other monetary charges accruing under this Lease; and
(b) any sum specified in Article 5; and shall have provided Landlord with adequate other assurance of the future
performance of the obligations of the Tenant under this Lease. Without limitation, such assurances shall include, at
least, in the case of assumption of this Lease, demonstration to the satisfaction of the Landlord that Tenant's
Representative has and will continue to have sufficient unencumbered assets after the payment of all secured
obligations and administrative expenses to assure Landlord that Tenant's Representative will have sufficient funds
to fulfill the obligations of Tenant under this Lease; and, in the case of assignment, submission of current financial
statements of the proposed assignee, audited by an independent certified public accountant reasonably
acceptable to Landlord and showing a net worth and working capital in amounts determined by Landlord to be
sufficient to assure the future performance by such assignee of all of the Tenant's obligations under this Lease.

20.1.1.3 The assumption or any contemplated assignment of this Lease or subleasing any part of the Premises, as
shall be the case, will not breach any provision in any other lease, mortgage, financing agreement or other
agreement by which Landlord is bound.

20.1.1.4 Landlord shall have, or would have had absent the Debtor's Law, no right under Article 9 to refuse
consent to the proposed assignment or sublease by reason of the identity or nature of the proposed assignee or
sublessee or the proposed use of the Premises concerned.

21. QUIET ENJOYMENT. Landlord represents and warrants that it has full right and authority to enter into this
Lease and that Tenant, while paying the rental and performing its other covenants and agreements contained in
this Lease, shall peaceably and quietly have, hold and enjoy the Premises for the Term without hindrance or
molestation from Landlord subject to the terms and provisions of this Lease. Landlord shall not be liable for any
interference or disturbance by other tenants or third persons, nor shall Tenant be released from any of the
obligations of this Lease because of such interference or disturbance.

22. CASUALTY.

22.1 In the event the Premises or the Building are damaged by fire or other cause and in Landlord's reasonable
estimation such damage can be materially restored within one hundred eighty (180) days, Landlord shall forthwith
repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a
proportionate abatement in rent from the date of such damage. Such abatement of rent shall be made pro rata in
accordance with the extent to which the damage and the making of such repairs shall interfere with the use and
occupancy by Tenant of the Premises from time to time. Within forty-five (45) days from the date of such
damage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within
which material restoration can be made, and Landlord's determination shall be binding on Tenant. For purposes
of this Lease, the Building or Premises shall be deemed "materially restored" if they are in such condition as would
not prevent or

                                                         - 18 -


materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately
before such damage.

22.2 If such repairs cannot, in Landlord's reasonable estimation, be made within one hundred eighty (180) days.
Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such
damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this
Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if
such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord
nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this
Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in
Section 22.1.

22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any
panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property
or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by
Landlord or Tenant against loss or damage to the Project, the Building or the Premises shall be for the sole
benefit of the party carrying such insurance and under its sole control.

22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days
after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as
its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the
expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date
fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the
Term; provided, however, that if construction is delayed because of changes, deletions or additions in
construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages,
government regulation or control or other causes beyond the reasonable control of Landlord, the period for
restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed.

22.5 Notwithstanding anything to the contrary contained in this Article: (a) Landlord shall not have any obligation
whatsoever to repair, reconstruct, or restore the Premises when the damages resulting from any casualty covered
by the provisions of this Article 22 occur during the last twelve (12) months of the Term or any extension thereof,
but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall
render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by
notice to Landlord within fifteen (15) days after receipt of Landlord's notice; and (b) in the event the holder of
any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any
insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any
such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the
date originally fixed in this Lease for the expiration of the Term.

                                                         - 19 -


22.6 In the event of any damage or destruction to the Building or the Premises by any peril covered by the
provisions of this Article 22, it shall be Tenant's responsibility to properly secure the Premises and upon notice
from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the property belonging to
Tenant or its licensees from such portion or all of the Building or Premises as Landlord shall request.

22.7 Tenant hereby waives any and all rights under and benefits of Sections 1932(2) and 1933(4) of the
California Civil Code, or any similar or successor regulations or other laws now or hereinafter in effect.

23. EMINENT DOMAIN. If all or any substantial part of the Premises shall be taken or appropriated by any
public or quasi-public authority under the power of eminent domain, or conveyance in lieu of such appropriation,
either party to this Lease shall have the right, at its option, of giving the other, at any time within thirty (30) days
after such taking, notice terminating this Lease, except that Tenant may only terminate this Lease by reason of
taking or appropriation, if such taking or appropriation shall be so substantial as to materially interfere with
Tenant's use and occupancy of the Premises. If neither party to this Lease shall so elect to terminate this Lease,
the rental thereafter to be paid shall be adjusted on a fair and equitable basis under the circumstances. In addition
to the rights of Landlord above, if any substantial part of the Building or the Project shall be taken or
appropriated by any public or quasi-public authority under the power of eminent domain or conveyance in lieu
thereof, and regardless of whether the Premises or any part thereof are so taken or appropriated, Landlord shall
have the right, at its sole option, to terminate this Lease. Landlord shall be entitled to any and all income, rent,
award, or any interest whatsoever in or upon any such sum, which may be paid or made in connection with any
such public or quasi-public use or purpose, and Tenant hereby assigns to Landlord any interest it may have in or
claim to all or any part of such sums, other than any separate award which may be made with respect to Tenant's
trade fixtures and moving expenses; Tenant shall make no claim for the value of any unexpired Term. Tenant
hereby waives any and all rights under and benefits of Section 1265.130 of the California Code of Civil
Procedure, or any similar or successor regulations or other laws now or hereinafter in effect.

24. SALE BY LANDLORD. In event of a sale or conveyance by Landlord of the Building, the same shall
operate to release Landlord from any future liability upon any of the covenants or conditions, expressed or
implied, contained in this Lease in favor of Tenant, and in such event Tenant agrees to look solely to the
responsibility of the successor in interest of Landlord in and to this Lease. Except as set forth in this Article 24,
this Lease shall not be affected by any such sale and Tenant agrees to attorn to the purchaser or assignee. If any
security has been given by Tenant to secure the faithful performance of any of the covenants of this Lease,
Landlord may transfer or deliver said security, as such, to Landlord's successor in interest or return the same to
Tenant, and thereupon Landlord shall be discharged from any further liability with regard to said security.

25. ESTOPPEL CERTIFICATES. Within ten (10) days following any written request which Landlord may
make from time to time, Tenant shall execute and deliver to Landlord or mortgagee or prospective mortgagee a
sworn statement certifying: (a) the date of commencement of this Lease; (b) the fact that this Lease is unmodified
and in full force and effect (or, if there have been modifications to this Lease, that this Lease is in full force and
                                                       - 20 -


effect, as modified, and stating the date and nature of such modifications); (c) the date to which the rent and other
sums payable under this Lease have been paid; (d) the fact that there are no current defaults under this Lease by
either Landlord or Tenant except as specified in Tenant's statement; and (e) such other matters as may be
requested by Landlord. Landlord and Tenant intend that any statement delivered pursuant to this Article 25 may
be relied upon by any mortgagee, beneficiary or purchaser, and Tenant shall be liable for all loss, cost or expense
resulting from the failure of any sale or funding of any loan caused by any material misstatement contained in such
estoppel certificate. Tenant irrevocably agrees that if Tenant fails to execute and deliver such certificate within
such ten (10) day period Landlord or Landlord's beneficiary or agent may execute and deliver such certificate on
Tenant's behalf, and that such certificate shall be fully binding on Tenant.

26. SURRENDER OF PREMISES.

26.1 Tenant shall arrange to meet Landlord for two (2) joint inspections of the Premises, the first to occur at least
thirty (30) days (but no more than sixty (60) days) before the last day of the Term, and the second to occur not
later than forty-eight (48) hours after Tenant has vacated the Premises. In the event of Tenant's failure to arrange
such joint inspections and/or participate in either such inspection, Landlord's inspection at or after Tenant's
vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant's responsibility for
repairs and restoration

26.2 All alterations, additions, and improvements in, on, or to the Premises made or installed by or for Tenant,
including carpeting (collectively, "Alterations"), shall be and remain the property of Tenant during the Term. Upon
the expiration or sooner termination of the Term, all Alterations shall become a part of the realty and shall belong
to Landlord without compensation, and title shall pass to Landlord under this Lease as by a bill of sale. At the
end of the Term or any renewal of the Term or other sooner termination of this Lease, Tenant will peaceably
deliver up to Landlord possession of the Premises, together with all Alterations by whomsoever made, in the
same conditions received or first installed, broom clean and free of all debris, excepting only ordinary wear and
tear and damage by fire or other casualty. Notwithstanding the foregoing, if Landlord elects by notice given to
Tenant at least ten (10) days prior to expiration of the Term, Tenant shall, at Tenant's sole cost, remove any
Alterations, including carpeting, so designated by Landlord's notice, and repair any damage caused by such
removal. Tenant must, at Tenant's sole cost, remove upon termination of this Lease, any and all of Tenant's
furniture, furnishings, movable partitions of less than full height from floor to ceiling and other trade fixtures and
personal property (collectively, "Personalty"). Personalty not so removed shall be deemed abandoned by the
Tenant and title to the same shall thereupon pass to Landlord under this Lease as by a bill of sale, but Tenant shall
remain responsible for the cost of removal and disposal of such Personalty, as well as any damage caused by
such removal. In lieu of requiring Tenant to remove Alterations and Personalty and repair the Premises as
aforesaid, Landlord may, by written notice to Tenant delivered at least thirty
(30) days before the Termination Date, require Tenant to pay to Landlord, as additional rent hereunder, the cost
of such removal and repair in an amount reasonably estimated by Landlord.

26.3 All obligations of Tenant under this Lease not fully performed as of the expiration or earlier termination of
the Term shall survive the expiration or earlier termination of the Term.

                                                       - 21 -


Upon the expiration or earlier termination of the Term, Tenant shall pay to Landlord the amount, as estimated by
Landlord, necessary to repair and restore the Premises as provided in this Lease and/or to discharge Tenant's
obligation for unpaid amounts due or to become due to Landlord. All such amounts shall be used and held by
Landlord for payment of such obligations of Tenant, with Tenant being liable for any additional costs upon
demand by Landlord, or with any excess to be returned to Tenant after all such obligations have been determined
and satisfied. Any otherwise unused Security Deposit shall be credited against the amount payable by Tenant
under this Lease.

27. NOTICES. Any notice or document required or permitted to be delivered under this Lease shall be
addressed to the intended recipient, by fully prepaid registered or certified United States Mail return receipt
requested, or by reputable independent contract delivery service furnishing a written record of attempted or
actual delivery, and shall be deemed to be delivered when tendered for delivery to the addressee at its address
set forth on the Reference Pages, or at such other address as it has then last specified by written notice delivered
in accordance with this Article 27, whether or not actually accepted or received by the addressee. Any such
notice or document may also be personally delivered if a receipt is signed by and received from, the individual, if
any, named in Tenant's Notice Address.

28. TAXES PAYABLE BY TENANT. In addition to rent and other charges to be paid by Tenant under this
Lease, Tenant shall reimburse to Landlord, upon demand, any and all taxes payable by Landlord (other than net
income taxes) whether or not now customary or within the contemplation of the parties to this Lease: (a) upon,
allocable to, or measured by or on the gross or net rent payable under this Lease, including without limitation any
gross income tax or excise tax levied by the State, any political subdivision thereof, or the Federal Government
with respect to the receipt of such rent; (b) upon or with respect to the possession, leasing, operation,
management, maintenance, alteration, repair, use or occupancy of the Premises or any portion thereof, including
any sales, use or service tax imposed as a result thereof; (c) upon or measured by the Tenant's gross receipts or
payroll or the value of Tenant's equipment, furniture, fixtures and other personal property of Tenant or leasehold
improvements, alterations or additions located in the Premises; or (d) upon this transaction or any document to
which Tenant is a party creating or transferring any interest of Tenant in this Lease or the Premises. In addition to
the foregoing, Tenant agrees to pay, before delinquency, any and all taxes levied or assessed against Tenant and
which become payable during the term hereof upon Tenant's equipment, furniture, fixtures and other personal
property of Tenant located in the Premises.

29. INTENTIONALLY DELETED.

30. DEFINED TERMS AND HEADINGS. The Article headings shown in this Lease are for convenience of
reference and shall in no way define, increase, limit or describe the scope or intent of any provision of this Lease.
Any indemnification or insurance of Landlord shall apply to and inure to the benefit of all the following "Landlord
Entities", being Landlord, Landlord's investment manager, and the trustees, boards of directors, officers, general
partners, beneficiaries, stockholders, employees and agents of each of them. Any option granted to Landlord
shall also include or be exercisable by Landlord's trustee, beneficiary, agents and employees, as the case may be.
In any case where this Lease is signed by more than one person, the obligations under this Lease shall be joint
and several. The terms "Tenant" and "Landlord"

                                                         - 22 -


or any pronoun used in place thereof shall indicate and include the masculine or feminine, the singular or plural
number, individuals, firms or corporations, and their and each of their respective successors, executors,
administrators and permitted assigns, according to the context hereof. The term "rentable area" shall mean the
rentable area of the Premises or the Project, as appropriate, as calculated by the Landlord on the basis of the
plans and specifications of the Project including a proportionate share of any common areas. Tenant hereby
accepts and agrees to be bound by the figures for the rentable square footage of the Premises and Tenant's
Proportionate Share shown on the Reference Pages; however, Landlord may adjust either or both figures if there
is manifest error, addition or subtraction to the Project (or any of the buildings, including the Building, or other
structures appurtenant thereto), remeasurement or other circumstance reasonably justifying adjustment. The term
"Project" refers to the business park in which the Premises are located and the buildings and other structures
(including the Building) and the common areas (parking lots, sidewalks, landscaping, etc.) appurtenant thereto.

31. TENANT'S AUTHORITY. If Tenant signs as a corporation, partnership, trust or other legal entity each of
the persons executing this Lease on behalf of Tenant represents and warrants that Tenant has been and is
qualified to do business in the state in which the Building is located, that the entity has full right and authority to
enter into this Lease, and that all persons signing on behalf of the entity were authorized to do so by appropriate
actions. Tenant agrees to deliver to Landlord, simultaneously with the delivery of this Lease, a corporate
resolution, proof of due authorization by partners, opinion of counsel or other appropriate documentation
reasonably acceptable to Landlord evidencing the due authorization of Tenant to enter into this Lease.

32. FINANCIAL STATEMENTS AND CREDIT REPORTS. At Landlord's request, Tenant shall deliver to
Landlord a copy, certified by an officer of Tenant as being a true and correct copy, of Tenant's most recent
audited financial statement, or, if unaudited, certified by Tenant's chief financial officer as being true, complete and
correct in all material respects. Tenant hereby authorizes Landlord to obtain one or more credit reports on Tenant
at any time, and shall execute such further authorizations as Landlord may reasonably require in order to obtain a
credit report.

33. COMMISSIONS. Each of the parties represents and warrants to the other that it has not dealt with any
broker or finder in connection with this Lease, except as described on the Reference Pages.

34. TIME AND APPLICABLE LAW. Time is of the essence of this Lease and all of its provisions. This Lease
shall in all respects be governed by the laws of the state in which the Project is located.

35. SUCCESSORS AND ASSIGNS. Subject to the provisions of Article 9, the terms, covenants and
conditions contained in this Lease shall be binding upon and inure to the benefit of the heirs, successors,
executors, administrators and assigns of the parties to this Lease.

36. ENTIRE AGREEMENT. This Lease, together with its exhibits, contains all agreements of the parties to this
Lease and supersedes any previous negotiations. There have been no representations made by the Landlord or
any of its representatives or understandings made between the parties other than those set forth in this Lease and
its exhibits. This Lease may not be modified except by a written instrument duly executed by the parties to this
Lease.

                                                        - 23 -


37. EXAMINATION NOT OPTION. Submission of this Lease shall not be deemed to be a reservation of the
Premises Landlord shall not be bound by this Lease until it has received a copy of this Lease duly executed by
Tenant and has delivered to Tenant a copy of this Lease duly executed by Landlord, and until such delivery
Landlord reserves the right to exhibit and lease the Premises to other prospective tenants. Notwithstanding
anything contained in this Lease to the contrary, Landlord may withhold delivery of possession of the Premises
from Tenant until such time as Tenant has paid to Landlord any security deposit required by Article 5, the first
month's rent as set forth in Article 3 and any sum owed pursuant to this Lease.

38. RECORDATION. tenant shall not record or register this Lease or a short form memorandum hereof without
the prior written consent of Landlord, and then shall pay all charges and taxes incident: such recording or
registration.

39. LIMITATION OF LANDLORD'S LIABILITY, Redress for any claim against Landlord under this Lease
shall be limited to and enforceable only against and to the extent of Landlord's interest in the Project. The
obligations of Landlord under this Lease are not intended to be and shall not be personally binding on, nor shall
any resort be had to the private properties of, any of its or its investment manager's trustees, directors, officers,
partners, beneficiaries, members, stockholders, employees, or agents, and in no case shall Landlord be liable to
Tenant hereunder for any lost profits, damage to business, or any form of special, indirect or consequential
damages.

          LANDLORD:                                              TENANT:

          CALWEST INDUSTRIAL HOLDINGS, LLC,                      ROCKFORD CORPORATION, an Arizona
          a Delaware limited liability company                   corporation

          By: RREEF MANAGEMENT COMPANY, a
              Delaware corporation, I Property                   By: /s/ James M. Thomson
              Manager                                                --------------------------------

                                                                 NAME: JAMES M. THOMSON

                                                                 Title: CFO
               By: /s/ Stephen J. George
                   ----------------------------
                   Stephen J. George
                   District Manager                              By: ________________________________

          Dated: 7/16/03                                         Name: ______________________________

                                                                 Title: _____________________________
Dated:

                                                        - 24 -


                       EXHIBIT A - FLOOR PLAN DEPICTING THE PREMISES

attached to and made a part of the Lease bearing the Lease Reference Date of June 27, 2003 between
CALWEST INDUSTRIAL HOLDINGS, LLC, a Delaware limited liability company, as Landlord, and
ROCKFORD CORPORATION, an Arizona corporation, as Tenant, for the Premises.

Exhibits A and A-1 are intended only to show the general layout of the Premises as of the beginning of the Term
of this Lease. They do not in any way supersede any of Landlord's rights set forth in Article 17 with respect to
arrangements and/or locations of public parts of the Project and changes in such arrangements and/or locations. It
is not to be scaled; any measurements or distances shown should be taken as approximate.

                                                  [FLOOR PLAN]

                                                         A-1


                                           EXHIBIT A-1 - SITE PLAN

attached to and made a part of the Lease bearing the Lease Reference Date of June 27, 2003 between
CALWEST INDUSTRIAL HOLDINGS, LLC, a Delaware limited liability company, as Landlord, and
ROCKFORD CORPORATION, an Arizona corporation, as Tenant, for the Premises.

                                                   [SITE PLAN]

                                                        A-1-1



                                   EXHIBIT B - INITIAL ALTERATIONS

attached to and made a part of the Lease bearing the Lease Reference Date of June 27, 2003 between
CALWEST INDUSTRIAL HOLDINGS, LLC, a Delaware limited liability company, as Landlord, and
ROCKFORD CORPORATION, an Arizona corporation, as Tenant, for the Premises.

1. Premises "As Is". Tenant acknowledges that the Premises, the Building and the Project are suitable for
Tenant's purposes and the condition of the Premises, the Building and the Project is acceptable to Tenant.
Landlord shall have no obligation to construct, install or, except as set forth in
Section 3 below, pay for any improvements in the Premises, the Building and the Project or to remodel, renovate,
recondition, alter or improve the Premises, the Building and the Project in any manner, and Tenant shall accept
the Premises "as is" on the Commencement Date. Landlord and Tenant expressly agree that there are and shall
be no implied warranties of merchantability, habitability, fitness for a particular purpose, or any other kind arising
out of this Lease and there are and shall be no warranties that extend beyond the warranties, if any, expressly set
forth in this Lease.

2. Initial Alterations. Tenant intends to make certain Alterations in the Premises following the Commencement
Date (the "Initial Alterations"). The Initial Alterations shall be subject to Landlord's prior approval and shall be
constructed in accordance with and subject to the terms of this Lease, including, but not limited to, Article 6 of
this Lease.

3. Landlord's Contribution. As Landlord's contribution for the cost of the Initial Alterations, Landlord shall give
Tenant an allowance in the amount of seventy-three thousand six hundred twenty-four dollars ($73,624.00)
("Landlord's Contribution"). Landlord shall disburse Landlord's Contribution directly to the contractor performing
the work ("Contractor"), and/or to the applicable subcontractors, and/or to Tenant, as Landlord shall determine,
within thirty (30) days after Landlord's receipt of (A) invoices of Contractor furnished to Landlord by Tenant
covering work actually performed, construction in place and materials delivered to the site (as may be applicable)
describing in reasonable detail such work, construction and/or materials, (B) Landlord's receipt of a waiver of lien
rights from Contractor or the subcontractors or suppliers whose invoices are applicable to the respective
disbursement for, and/or on account of, the work or materials covered by such invoice, such waiver to be in such
form as Landlord shall reasonably require. No payment will be made for materials or supplies not incorporated
into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may
withhold the amount of any and all retentions provided for in original contracts or subcontracts until expiration of
the applicable lien periods or Landlord's receipt of final lien waivers in such form as Landlord shall reasonably
require from Contractor and all subcontractors and suppliers. Notwithstanding anything to the contrary contained
herein, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any
portion of Landlord's Contribution in the event Tenant is in default under this Lease at the time Tenant requests
such disbursement or at the time such disbursement is to be made. Notwithstanding anything to the contrary in
this Section 3, Landlord's Contribution shall be available for disbursement pursuant to the terms hereof no later
than December 31, 2003. Accordingly, if any portion of Landlord's Allowance is not utilized prior to December
31, 2003, such unused portion shall be forfeited by Tenant.

                                                       B-1


                         EXHIBIT C - COMMENCEMENT DATE MEMORANDUM

attached to and made a part of the Lease bearing the Lease Reference Date of June 27, 2003 between
CALWEST INDUSTRIAL HOLDINGS, LLC, a Delaware limited liability company, as Landlord, and
ROCKFORD CORPORATION, an Arizona corporation, as Tenant, for the Premises.

                              COMMENCEMENT DATE MEMORANDUM

THIS MEMORANDUM, made as of ______,20 ________, by and between CALWEST INDUSTRIAL
HOLDINGS, LLC, a Delaware limited liability company ("Landlord"), and ROCKFORD CORPORATION, an
Arizona corporation ("Tenant").

                                                    Recitals:

A. Landlord and Tenant are parties to that certain Lease, dated for reference June 27, 2003 (the "Lease") for
certain premises (the "Premises") consisting of approximately 18,406 square feet at the building commonly known
as 6400 Goodyear Road, Benicia, CA.

B. Tenant is in possession of the Premises and the Term of the Lease has commenced.

C. Landlord and Tenant desire to enter into this Memorandum confirming the Commencement Date, the
Termination Date and other matters under the Lease.

NOW, THEREFORE, Landlord and Tenant agree as follows:

1. The actual Commencement Date is ________.

2. The actual Termination Date is _________.

3. The schedule of the Annual Rent and the Monthly Installment of Rent set forth on the Reference Pages is
deleted in its entirety, and the following is substituted therefor:

[insert rent schedule]

4. Capitalized terms not defined herein shall have the same meaning as set forth in the Lease.

                                                       C-1


IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as of the date and
year first above written.

          LANDLORD:                                             TENANT:

          CALWEST INDUSTRIAL HOLDINGS, LLC,                     ROCKFORD CORPORATION, an Arizona
          a Delaware limited liability company                  corporation

          By: RREEF MANAGEMENT COMPANY, a
              Delaware corporation, Its Property                By: /s/ JAMES M. THOMSON
              Manager                                               --------------------------------

                                                                Name: JAMES M. THOMSON

                                                                Title: CFO
               By: /s/ Stephen J. George
                   ----------------------------                 Dated: July 14, 2003
                   Stephen J. George
                   District Manager




Dated: 7/16/03

                                                         C-2


                                 EXHIBIT D - RULES AND REGULATIONS

attached to and made a part of the Lease bearing the Lease Reference Date of June 27, 2003 between
CALWEST INDUSTRIAL HOLDINGS, LLC, a Delaware limited liability company, as Landlord, and
ROCKFORD CORPORATION, an Arizona corporation, as Tenant, for the Premises.

1. No sign, placard, picture, advertisement, name or notice (collectively referred to as "Signs") shall be installed
or displayed on any part of the outside of the Building without the prior written consent of the Landlord which
consent shall be in Landlord's sole discretion. All approved Signs shall be printed, painted, affixed or inscribed at
Tenant's expense by a person or vendor approved by Landlord and shall be removed by Tenant at Tenant's
expense upon vacating the Premises. Landlord shall have the right to remove any Sign installed or displayed in
violation of this rule at Tenant's expense and without notice.

2. If Landlord objects in writing to any curtains, blinds, shades or screens attached to or hung in or used in
connection with any window or door of the Premises or Building, Tenant shall immediately discontinue such use.
No awning shall be permitted on any part of the Premises. Tenant shall not place anything or allow anything to be
placed against or near any glass partitions or doors or windows which may appear unsightly, in the opinion of
Landlord, from outside the Premises.

3. Tenant shall not alter any lock or other access device or install a new or additional lock or access device or
bolt on any door of its Premises without the prior written consent of Landlord. Tenant, upon the termination of its
tenancy, shall deliver to Landlord the keys or other means of access to all doors.

4. If Tenant requires telephone, data, burglar alarm or similar service, the cost of purchasing, installing and
maintaining such service shall be borne solely by Tenant. No boring or cutting for wires will be allowed without
the prior written consent of Landlord. Landlord shall direct electricians as to where and how telephone, data, and
electrical wires are to be introduced or installed. The location of burglar alarms, telephones, call boxes or other
office equipment affixed to the Premises shall be subject to the prior written approval of Landlord.

5. Tenant shall not place a load upon any floor of its Premises, including mezzanine area, if any, which exceeds
the load per square foot that such floor was designed to carry and that is allowed by law. Heavy objects shall
stand on such platforms as determined by Landlord to be necessary to properly distribute the weight. Landlord
will not be responsible for loss of or damage to any such equipment or other property from any cause, and all
damage done to the Building or the Project by maintaining or moving such equipment or other property shall be
repaired at the expense of Tenant.

6. Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or other device on the roof or
exterior walls of the Building without Landlord's prior written consent which consent shall be in Landlord's sole
discretion.

                                                        D-1


7. Tenant shall not mark, drive nails, screw or drill into the partitions, woodwork, plaster or drywall (except for
pictures and general office uses) or in any way deface the Premises or any part thereof. Tenant shall not affix any
floor covering to the floor of the Premises or paint or seal any floors in any manner except as approved by
Landlord. Tenant shall repair any damage resulting from noncompliance with this rule.

8. No cooking shall be done or permitted on the Premises, except that Underwriters' Laboratory approved
microwave ovens or equipment for brewing coffee, tea, hot chocolate and similar beverages shall be permitted,
provided that such equipment and use is in accordance with all applicable federal, state and city laws, codes,
ordinances, rules and regulations.

9. Tenant shall not use any hand trucks except those equipped with the rubber tires and side guards, and may use
such other material-handling equipment as Landlord may approve. Tenant shall not bring any other vehicles of
any kind into the Building. Forklifts which operate on asphalt areas shall only use tires that do not damage the
asphalt.

10. Tenant shall not use the name of the Building or the Project or any photograph or other likeness of the
Building or the Project in connection with or in promoting or advertising Tenant's business except that Tenant may
include the Building or the Project name in Tenant's address. Landlord shall have the right, exercisable without
notice and without liability to any tenant, to change the name and address of the Building and/or the Project.

11. All trash and refuse shall be contained in suitable receptacles at locations approved by Landlord. Tenant shall
not place in the trash receptacles any personal trash or material that cannot be disposed of in the ordinary and
customary manner of removing such trash without violation of any law or ordinance governing such disposal.

12. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by
Landlord or any governing authority.

13. Tenant assumes all responsibility for securing and protecting its Premises and its contents including keeping
doors locked and other means of entry to the Premises closed.

14. Tenant shall not use any method of heating or air conditioning other than that supplied by Landlord without
Landlord's prior written consent.

15. No person shall go on the roof without Landlord's permission.

16. Tenant shall not permit any animals, other than seeing-eye dogs, to be brought or kept in or about the
Premises or any common area of the property.

17. Tenant shall not permit any motor vehicles to be washed or mechanical work or maintenance of motor
vehicles to be performed on any portion of the Premises or the Project.

18. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in
whole or in part, the terms, covenants, agreements and conditions of any lease of any premises in the Project.
Landlord may waive any one or more of these Rules and

                                                        D-2


Regulations for the benefit of any tenant or tenants, and any such waiver by Landlord shall not be construed as a
waiver of such Rules and Regulations for any or all tenants.

19. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may
from time to time be needed for safety and security, for care and cleanliness of the Project and for the
preservation of good order in and about the Project. Tenant agrees to abide by all such rules and regulations
herein stated and any additional rules and regulations which are adopted. Tenant shall be responsible for the
observance of all of the foregoing rules by Tenant's employees, agents, clients, customers, invitees and guests.

20. Any toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other
than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown into
them. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by
the Tenant who, or whose employees or invitees, shall have caused it.

21. Tenant shall not permit smoking or carrying of lighted cigarettes or cigars in areas reasonably designated by
Landlord or any applicable governmental agencies as non-smoking areas.

22. Any directory of the Building of the Project, if provided, will be exclusively for the display of the name and
location of tenants only and Landlord reserves the right to charge for the use thereof and to exclude any other
names.

23. Canvassing, soliciting, distribution of handbills or any other written material in the Building or the Project is
prohibited and each tenant shall cooperate to prevent the same. No tenant shall solicit business from other tenants
or permit the sale of any goods or merchandise in the Building or the Project without the written consent of
Landlord.

24. Any equipment belonging to Tenant which causes noise or vibration that may be transmitted to the structure
of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in
the Building shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other
devices sufficient to eliminate the noise or vibration.

25. Driveways, sidewalks, halls, passages, exits, entrances and stairways ("Access Areas") shall not be
obstructed by tenants or used by tenants for any purpose other than for ingress to and egress from their
respective premises. Access areas are not for the use of the general public and Landlord shall in all cases retain
the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall
be prejudicial to the safety, character, reputation and interests of the Project or its tenants.

26. Landlord reserves the right to designate the use of parking areas and spaces. Tenant shall not park in visitor,
reserved, or unauthorized parking areas. Tenant and Tenant's guests shall park between designated parking lines
only and shall not park motor vehicles in those areas designated by Landlord for loading and unloading. Vehicles
in violation of the above shall be subject to being towed at the vehicle owner's expense. Vehicles parked
overnight without prior written consent of the Landlord shall be deemed abandoned and shall be subject to being
towed

                                                        D-3


at vehicle owner's expense. Tenant will from time to time, upon the request of Landlord, supply Landlord with a
list of license plate numbers of vehicles owned or operated by its employees or agents.

27. No trucks, tractors or similar vehicles can be parked anywhere other than in Tenant's own truck dock area.
Tractor-trailers which must be unhooked or parked with dolly wheels beyond the concrete loading areas must
use steel plates or wood blocks under the dolly wheels to prevent damage to the asphalt paving surfaces. No
parking or storing of such trailers will be permitted in the parking areas or on streets adjacent thereto.

28. During periods of loading and unloading, Tenant shall not unreasonably interfere with traffic flow and loading
and unloading areas of other tenants. All products, materials or goods must be stored within the Tenant's
Premises and not in any exterior areas, including, but not limited to, exterior dock platforms, against the exterior
of the Building, parking areas and driveway areas. Tenant agrees to keep the exterior of the Premises clean and
free of nails, wood, pallets, packing materials, barrels and any other debris produced from their operation

                                                        D-4
                                                   Exhibit 10.57

                                           SUPPLIER AGREEMENT

SUPPLIER NUMBER: 138122-10-0 EFFECTIVE DATE: 01/23/2003

This Supplier Agreement ("Agreement") between the party listed below ("Supplier") and Wal-Mart Stores, Inc.,
Wal-Mart Stores East, LP, Wal-Mart Stores East, Inc., Wal-Mart Stores Texas, LP, Sam's West, Inc., Sam's
East, Inc. and affiliates (hereinafter referred to collectively as "Company") sets forth Supplier's qualifications and
the general terms of the business relationship between Company and Supplier. The parties agree that all sales and
deliveries of all Merchandise (as defined below) by Supplier to Company and all Orders (as defined below) by
Company will be covered by and subject to the terms of this Agreement, the Standards for Suppliers (which is
attached and incorporated by reference) and any Order signed or initialed (electronically or otherwise) by an
Authorized Buyer (as defined below) for Company. This Agreement becomes effective on the date shown above
and remains effective for the term set forth herein. The execution and submission of this Agreement does not
impose upon Company any obligation to purchase Merchandise.

                                  GENERAL SUPPLIER INFORMATION

SUPPLIER'S BUSINESS CLASSIFICATION: (PLEASE DISREGARD THIS SECTION IF
SUPPLIER IS NOT A FEMALE OR MINORITY-OWNED BUSINESS)

Woman-Owned? Minority Owned?

BLACK ASIAN-PACIFIC AMERICAN INDIAN ESKIMO HISPANIC NATIVE AMERICAN
ALEUT NATIVE HAWAIIAN

If Supplier falls within any of the above classes, and has been certified as minority-owned by a government
agency or purchasing council, Supplier is qualified for the first step in the Wal-Mart Minority/Female Owned
Business Development Program (the "Supplier Development Program"). Supplier agrees to provide to Company
a copy of its certification as a prerequisite to qualification in the Supplier Development Program. For further
information, please contact the Wal-Mart Supplier Development Office at 1-800-604-4555.

Enter the Federal Taxpayer Identification Number (TIN) of the Supplier Named Below.
If a TIN has not been issued, enter the Employer's Social Security Number. TIN: 860394353.

Type of Payee (Check Only One): Individual/Sole Proprietorship X Corporation Partnership Other

SUPPLIER INFORMATION: ROCKFORD CORPORATION                     PRESIDENT: GARY SUTTLE                         PHONE: 48051730

Address:                   546 S. ROCKFORD DR.                 ACCT EXECUTIVE OR V.P. SALES: DAN              PHONE: 48051730
                                                               MCLEOD

Address 2:

City/State/Zip:         TEMPE, AZ 85281                        ACCT. CONTACT: BILL JACKSON                    PHONE: 48051730

ADDRESS TO MAIL PAYMENT:                                       ADDRESS TO SEND ORDERS:

Supplier Name:          ROCKFORD CORPORATION                   SUPPLIER NAME:           ROCKFORD CORPORATION

Address:                546 S. ROCKFORD DR.                    Attention:               JIM SANDO

Address 2:                                                     Address:                 600 S. ROCKFORD DR.

City/State/Zip:         TEMPE, AZ 85281                        City/State/Zip:          TEMPE, AZ 85281

Factor Name:                                                   Street Address for use by delivery services
                                                               other than the U.S. Mail, if not already
Supplier Also Doing Business As: (Attach a                     shown in the Purchase Order address above.
list to Agreement if Space below is
insufficient):

SUPPLIER NUMBER:                                                                                 Room:

                                                               Expedite Orders: Phone:           Extension#:
                                                               4805173032
ADDRESS TO MAIL CLAIM DOCUMENTATION:                           ADDRESS TQ SEND
                                                               PRICING TICKETS:
ATTENTION:              JIM SANDO
                                                               Supplier Name:          ROCKFORD CORPORATION
Address:                600 S. ROCKFORD DR.
                                                               Attention:              JIM SANDO
City/State/Zip:         TEMPE, AZ 85281
                                                               Address:                600 S. ROCKFORD DR.
Accounting Phone Number:            Extension #:0
4805173032                                                     City/State/Zip:         TEMPE, AZ 85281




Toll Free Number: 8003662349 Fax Number: 4809663983

Has Supplier or any related entity previously conducted business with Company? Yes _ No X If so, under what
name(s)?

                                 STANDARD TERMS AND CONDITIONS

1. DEFINITIONS. As used in this Agreement or any Company issued Order, the following capitalized words
shall have the following meanings:

(a) "Account" shall mean any right to receive payments arising under this Agreement.

(b) "Anticipation" shall mean the intentional or unintentional payment of obligations prior to the due date which
results in a monetary adjustment in amounts payable to supplier.

(c) "Authorized Buyer" shall mean any General Merchandise Manager, Divisional Merchandise Manager, Buyer
1, 2 or 3 and replenishment manager assigned to the Wal-Mart category/department corresponding to the
purchased Merchandise.

(d) "Merchandise" shall mean all products, goods, materials, equipment, articles, and tangible items supplied by
Supplier to Company and all packaging, instructions, warnings, warranties, advertising and other services
included therewith.



(e) "Electronic Data Interchange" ("EDI") shall mean the moving of information regarding specific business
processes (invoicing, ordering, reporting, etc.) electronically between two or more businesses. The information is
transmitted electronically structured according to standards mandated by Company.

(f) "End of Month Dating" shall mean payment terms beginning at the first of the following month rather than from
the receipt of merchandise, if the merchandise is received on or after the 24th of the month.

(g) "High Risk Supplier" shall mean a Supplier identified as such by Company in view of the nature of the
Supplier's products, the severity of claims made against Supplier's products, the frequency of claims made, past
litigation involving the Supplier's products and other factors deemed relevant by Company.

(h) "Order" shall mean any written or electronic purchase order issued by Company.

(i) "Recall" shall mean any removal of Merchandise from the stream of commerce initiated by Supplier, a
government entity or Company.

(j) "Standards" shall mean the Wal-Mart Stores, Inc. Standards for Suppliers, attached hereto.

(k) "Vendor Master" shall mean the accounting department of Company responsible for control and processing
of new supplier agreements and updates to existing agreements.

2. ORDERS; CANCELLATION. Supplier may ship only after receipt of an Order. Acceptance of an Order
may be made only by shipment of the Merchandise in accordance herewith. Acceptance is expressly limited to all
of the terms and conditions of such Order, including, all shipping, routing and billing instructions and all
attachments and supplemental instructions delivered therewith. Shipments made contrary to Company's routing
instructions will be deemed F.O.B. Destination (either store, club or warehouse). Supplier's invoice, confirmation
memorandum or other writing may not vary the terms of any Order. Supplier's failure to comply with one or more
terms of an Order shall constitute an event of default and shall be grounds for the exercise by Company of any of
the remedies provided for in this Agreement or by applicable law. Projections, past purchasing history and
representations about quantities to be purchased are not binding, and Company shall not be liable for any act or
expenditure (including but not limited to expenditures for equipment, materials, packaging or other capital
expenditures) by Supplier in reliance on them. Company may cancel all or any part of an Order at any time prior
to shipment.

3. SUPPLIER FINANCIAL INFORMATION; SALES TO COMPANY. Supplier shall submit to Company
with this Agreement one of the following: (1) a complete set of audited current financial statements, (2) a current
Dun & Bradstreet financial report, or (3) if publicly held, Supplier's most recent annual report to shareholders and
management proxy information. If Company's purchases from Supplier are anticipated by Supplier to constitute
twenty percent (20%) or more of Supplier's gross annual sales on a calendar year basis. Supplier agrees to notify
Company of this fact, in writing, within thirty (30) days of Supplier becoming aware of such possibility.

4. PAYMENT TERMS; CASH DISCOUNT; ANTICIPATION. Supplier shall transmit invoices on the same
day Merchandise is shipped, but payment terms shall date from Company's receipt of the Merchandise. If
Supplier selects End of Month Dating on Appendix 1 hereto, Merchandise received after the 24th of any month
shall be payable as if received on the first day of the following month. Any cash discount selected by Supplier on
Appendix 1 will be calculated on the gross amount of Supplier's invoice. Anticipation may be taken upon the
mutual consent of the parties.

5. SET-OFF; RESERVATION OF ACCOUNT; CREDIT BALANCE. Company may set off against amounts
payable under any Order all present and future indebtedness of Supplier to Company arising from this or any
other transaction whether or not related hereto. If Company determines that Supplier's performance under an
Order and/or this Agreement is likely to be impaired, Company may establish a reserve on Supplier's Account to
satisfy Supplier's actual or anticipated obligations to Company arising from any such Order or this Agreement, by
withholding payment of Supplier's invoices. Supplier agrees that any credit balance will be paid in cash to
Company upon written request. Payments of monies owed to Company must be mailed to: Wal-Mart Stores,
Inc., P.O. Box 500646, St. Louis, MO 63150-0646.

6. NOTICE REGARDING ASSIGNMENT OF ACCOUNTS; ACCOUNT DISPUTES. Supplier shall
provide Company written notice of an assignment, factoring, or other transfer of its Account at least 30 days
prior to such assignment, factoring, or other transfer taking legal effect. Such written notice shall include the name
and address of the assignee/transferee, the date the assignment is to begin, and terms of the assignment, and shall
be considered delivered upon receipt of such written notice by Vendor Master. Supplier may have only one
assignment, factoring or transfer of its Account effective at any time. The assignment of any Account hereunder
shall not affect Company's rights set forth in Section 5 of this Agreement. Supplier shall defend indemnify and
hold Company harmless from any and all lawsuits, claims, demands, actions, damages (including reasonable
attorney fees, court costs, obligations, liabilities or liens) arising from or related to the assignment, transfer or
factoring of its Account. Supplier releases and waives any right, claim or action against Company for amounts
due and owing under this Agreement where Supplier has not complied with the notice requirements of this
provision. Notices required pursuant to this
Section shall be mailed to: Wal-Mart Stores. Inc., Attn: Vendor Master, 1108 S.E. 10th St. Bentonville, AR
72716-0680.

Notwithstanding the foregoing, any dispute or any other circumstance, Company reserves the right to remit
payment to Supplier.

7. TAXES. The prices set forth in any Order are deemed to include all taxes. If any manufacturer's excise or
other similar or different taxes are paid on the Merchandise described in any Order and if such tax, or any part
thereof, is refunded to Supplier, then Supplier shall immediately pay Company the amount of such refund.

8. PRICE PROTECTION; PRICE GUARANTEE AND NOTICE OF PRICE INCREASES. Supplier
guarantees its prices against manufacturer's or Supplier's own price decline. If Supplier reduces its price on any
Merchandise sold to Company, which Merchandise has not yet been delivered to Company by Supplier or, if
consistent with Supplier's practice, which Merchandise is currently in Company's inventory (including
Merchandise on hand, in warehouses and in transit), Supplier shall at Company's discretion either issue a check
or give Company a credit equal to the price difference for such Merchandise, multiplied by the units of such
Merchandise to be delivered by Supplier and/or currently in Company's inventory. For all Merchandise not yet
shipped to Company, Supplier agrees to meet the price of any of its competitors selling comparable merchandise.
If a court, regulatory agency or other government entity with jurisdiction finds that the prices on an Order are in
excess of that allowed by any law or regulation of any governmental agency, the prices shall be automatically
revised to equal a price which is not in violation of said law or regulation. If Company shall have made payment
before it is determined that there has been a violation of this section, Supplier shall promptly refund an amount of
money equal to the difference between the price paid for the Merchandise and the price which is not in violation
of this section. If contemporaneously



with Supplier's sale of Merchandise to the Company, Supplier sells or offers to any competitor of Company any
merchandise of like grade and quality at lower prices and/or on terms more favorable than those stated on the
Order, the prices and/or terms of the Order shall be deemed automatically revised to equal the lowest prices and
most favorable terms at which Supplier shall have sold or shall have offered such merchandise and payment shall
be made accordingly. If Company shall become entitled to such lower prices, but shall have made payment at any
prices in excess thereof; Supplier shall promptly refund the difference in price to Company. If there is a price
increase, Supplier shall give Company written notice of any such increase at least sixty (60) days prior to the
effective date of the increase.

9. SUPPLIER EDI RESPONSIBILITIES.

(a) Supplier shall electronically receive Orders and send Company invoices via EDI unless otherwise agreed to
by Company in writing.

(b) Supplier shall assure that access by its employees to the EDI interchange is restricted by password to those
persons authorized to contractually bind Supplier.

(c) Supplier's use of the EDI interchange acknowledges Supplier's review and acceptance of the terms and
requirements for using the EDI system to contract electronically.

(d) Supplier will establish a user I.D. to identify itself, and the presence of this user I.D. in the EDI interchange
will be sufficient to verify the source of the data and the authenticity of the document.

(e) Documents containing the user I.D. will constitute a signed writing, and neither party shall contest the validity
or enforceability of the document on the basis of lack of a signature or sufficient identification of the parties.

(f) EDI documents or printouts thereof shall constitute originals.

(g) EDI documents will be retained by both Company and Supplier in a form that is accessible and reproducible.

(h) If Company agrees to waive the EDI requirements of this section of this Agreement, Orders may be sent via
overnight mail at Supplier's expense.

10. PURCHASE COSTS AND CONDITIONS. Supplier is responsible for verifying the accuracy of costs,
discounts, allowances and all other terms of sale on all Orders. If incorrect information exists, Supplier shall notify
Company not less than twenty-four (24) hours prior to shipment. If a change is necessary, no shipment is to
commence without written confirmation of the change from an authorized member of Company's merchandising
department. If Merchandise ships prior to discovery of an error on the Order, the parties shall confer within
forty-eight (48) hours of such discovery to determine the actions to be taken regarding the erroneous Order.

11. SHIPPER LOAD AND COUNT RESPONSIBILITIES. Supplier who is shipping a full truckload collect to
Company will be responsible for monitoring its shipping process including closing the trailer and sealing it with a
Supplier-provided seal. The seal number must be referenced and identified as the seal number on all copies of the
Bill of Lading. If Supplier fails to seal the trailer, the driver will seal the trailer on Supplier's behalf. The driver will
then document that seal number on the Bill of Lading before providing Supplier with its copy. If a shortage
occurs, Supplier shall be liable for such shortage.
12. DELIVERY TIME. THE TIME SPECIFIED IN AN ORDER FOR SHIPMENT OF MERCHANDISE IS
OF THE ESSENCE OF THIS AGREEMENT AND IF SUCH MERCHANDISE IS NOT SHIPPED
WITHIN THE TIME SPECIFIED, COMPANY RESERVES THE RIGHT, AT ITS OPTION AND
WITHOUT LIMITATION, TO CANCEL THE ORDER AND/OR REJECT ANY MERCHANDISE
DELIVERED AFTER THE TIME SPECIFIED. In addition to the aforementioned remedy, Company may
exercise any other remedies provided for in this Agreement or provided by applicable law, including but not
limited to those remedies provided by the Uniform Commercial Code. Notwithstanding Company's right to
cancel shipment, or to reject or revoke acceptance of Merchandise, Supplier agrees to inform Company
immediately of any actual or anticipated failure to ship all or any part of an Order or the exact Merchandise called
for in an Order on the shipment date specified. Acceptance of any Merchandise shipped after the specified
shipment date shall not be construed as a waiver of any of Company's rights or remedies resulting from the late
shipment.

13. REPRESENTATIONS, WARRANTIES AND GUARANTEES. By acceptance of an Order, Supplier
represents, warrants and guarantees that:

(a) The Merchandise will be new and not used, remanufactured, reconditioned or refurbished, and will comply
with all specifications contained in such Order and will be of equal or better quality as all samples delivered to
Company;

(b) The Merchandise is genuine and is not counterfeit, adulterated, misbranded, falsely labeled or advertised or
falsely invoiced within the meaning of any applicable local, state or federal laws or regulations;

(c) The Merchandise has been labeled, advertised and invoiced in accordance with the requirements (if
applicable) of the Wool Products Labeling Act of 1939, the Fur Products Labeling Act, the Textile Fiber
Products Identification Act and any other applicable local, state or federal laws or regulations, and the sale of the
Merchandise by Company does not and will not violate any such laws;

(d) Reasonable and representative tests made in accordance with the requirements of the Flammable Fabrics Act
(if applicable) show that the Merchandise is not so highly flammable as to be dangerous when worn by
individuals;

(e) The Merchandise is properly labeled as to content as required by applicable Federal Trade Commission
Trade Practice Rules, the Fair Labor Standards Act, the Federal Food, Drug and Cosmetics Act and similar
local, state or federal laws, rules or regulations;

(f) The Merchandise shall be delivered in good and undamaged condition and shall, when delivered, be
merchantable and fit and safe for the purposes for which the same are intended to be used, including but not
limited to consumer use;

(g) The Merchandise does not infringe upon or violate any patent, copyright, trademark, trade name, trade dress,
trade secret or, without limitation, any other rights belonging to others, and all royalties owed by Supplier, if any,
have been paid to the appropriate licensor;

(h) All weights, measures, sizes, legends or descriptions printed, stamped, attached or otherwise indicated with
regard to the Merchandise are true and correct, and conform and comply with all laws, rules, regulations,
ordinances, codes and/or standards of Federal, state and local governments relating to said Merchandise;

(i) The Merchandise is not in violation of any other laws, ordinances, statutes, rules or regulations of the United
States or any state or local government or any subdivision or agency thereof, including but not limited to all laws
and regulations relating to health, safety, environment, serial and identification numbers, labeling and country of
origin designation, toxic substances, OSHA and EPA regulations, Federal Meat Inspection Act or Poultry
Products Inspections Act (or any other food safety statute) and the requirements of California Proposition 65,
and such Merchandise or the sale thereof by Company do not and will not violate any such laws;

(j) All Merchandise shall have an accurate twelve (12) digit manufacturer-assigned UPC number that complies
with Company's UPC requirements, as amended from time to time;

(k) There is no other impediment or restriction, legal or otherwise that limits, prohibits or prevents Supplier from
selling and delivering the Merchandise to Company or limits, prohibits or prevents Company from reselling the
Merchandise to its customers;



(l) The Merchandise is mined, produced, manufactured, assembled and packaged in compliance with the
Standards; and (m) The Merchandise is not transshipped for the purpose of mislabeling, evading quota or country
of origin restrictions or avoiding compliance with the Standards. Where applicable, Supplier agrees to provide
Company with a current, complete and accurate Material Safety Data Sheet ("MSDS") for said Merchandise.

It shall be within the sole discretion of Company to determine if Supplier has breached the above-mentioned
representations, warranties and guarantees. In addition to the representations, warranties and guarantees
contained in this paragraph, all other representations, warranties and guarantees provided by law, including but
not limited to any warranties provided by the Uniform Commercial Code, are specifically incorporated herein.
Nothing contained in this Agreement or an Order shall be deemed a waiver of any representations, warranties or
guarantees implied by law.

14. INDEMNIFICATION. Supplier shall protect, defend, hold harmless and indemnify Company, including its
officers, directors, employees and agents, from and against any and all lawsuits, claims, demands, actions,
liabilities, losses, damages, costs and expenses (including attorneys' fees and court costs), regardless of the cause
or alleged cause thereof, and regardless of whether such matters are groundless, fraudulent or false, arising out of
any actual or alleged:

(a) Misappropriation or infringement of any patent, trademark, trade dress, trade secret, copyright or other right
relating to any Merchandise;

(b) Death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever
suffered, resulting or claimed to result in whole or in part from any actual or alleged use of or latent or patent
defect in, such Merchandise, including but not limited to (i) any actual or alleged failure to provide adequate
warnings, labelings or instructions, (ii) any actual or alleged improper construction or design of said Merchandise,
or (iii) any actual or alleged failure of said merchandise to comply with specifications or with any express or
implied warranties of Supplier;

(c) Violation of any law, statute, ordinance, governmental administrative order, rule or regulation relating to the
merchandise, or to any of its components or ingredients, or to its manufacture, shipment, labeling, use or sale, or
to any failure to provide a Material Safety Data Sheet or certification;

(d) Act, activity or omission of Supplier or any of its employees, representatives or agents, including but not
limited to activities on Company's premises and the use of any vehicle, equipment, fixture or material of Supplier
in connection with any sale to or service for the Company; and

(e) Any installation by Supplier of Merchandise covered by this Agreement.

Supplier shall promptly notify Company of the assertion, filing or service of any lawsuit, claim, demand, action,
liability or other matter that is or may be covered by this indemnity, and shall immediately take such action as may
be necessary or appropriate to protect the interests of Company, its officers, directors, employees and agents.
Any and all counsel selected or provided by Supplier to represent or defend Company or any of its officers,
directors, employees or agents shall accept and acknowledge receipt of Company's Indemnity Counsel
Guidelines, and shall conduct such representation or defense strictly in accordance with such Guidelines. If
Company in its sole discretion shall determine that such counsel has not done so, or appears unwilling or unable
to do so, Company may replace such counsel with other counsel of Company's own choosing. In such event, any
and all fees and expenses of Company's new counsel, together with any and all expenses or costs incurred on
account of the change of counsel, shall be paid or reimbursed by Supplier as part of its indemnity obligation
hereunder. Company shall at all times have the right to direct the defense of, and to accept or reject any offer to
compromise or settle, any lawsuit, claim, demand or liability asserted against Company or any of its officers,
directors, employees or agents. The duties and obligations of Supplier created hereby shall not be affected or
limited in any way by Company's extension of express or implied warranties to its customers.

15. RECALLS. If Merchandise is the subject of a Recall, whether initiated by Supplier, Company or a
government entity (including the issuance of safety notices), Supplier shall be responsible for all matters and costs
associated with the Recall, including but not limited to:

(a) Consumer notification and contact;

(b) All expenses and losses incurred by Company in connection with such Recall (and where applicable, any
products with which the Recalled Merchandise has been packaged, consolidated or commingled), including but
not limited to refunds to customers, lost profits, transportation costs and all other costs associated therewith; and

(c) Initial contact and reporting of the Recall to any government agency having jurisdiction over the affected
Merchandise.

If a government agency initiates any inquiry or investigation relating to the Merchandise or similar goods
manufactured or supplied by Supplier, Supplier shall notify Company immediately thereof and take reasonable
steps to resolve the matter without exposing Company to any liability or risk.

16. LIMITATION OF DAMAGES. In no event shall Company be liable for any punitive, special, incidental or
consequential damages of any kind (including but not limited to loss of profits, business revenues, business
interruption and the like), arising from or relating to the relationship between Supplier and Company, including all
prior dealings and agreements, or the conduct of business under or breach of this Agreement or any Order,
Company's cancellation of any Order or Orders or the termination of business relations with Supplier, regardless
of whether the claim under which such damages are sought is based upon breach of warranty, breach of contract,
negligence, tort, strict liability, statute, regulation or any other legal theory or law, even if Company has been
advised by Supplier of the possibility of such damages.

17. REMEDIES. Supplier's failure to comply with any of the terms and conditions of this Agreement or any
Order shall be grounds for the exercise by Company of any one or more of the following remedies:

(a) Cancellation of all or any part of any undelivered Order without notice, including but not limited to the balance
of any remaining installments on a multiple-shipment Order;

(b) Rejection (or revocation of acceptance) of all or any part of any delivered shipment. Upon rejection or
revocation of acceptance of any part of or all of a shipment, Company may return the Merchandise or hold it at
Supplier's risk and expense. Payment of any invoice shall not limit Company's right to reject or revoke
acceptance. Company's right to reject and return or hold Merchandise at Supplier's expense and risk shall also
extend to Merchandise which is returned by Company's customers. Company may, at its option, require Supplier
to grant a full refund or credit to Company of the price actually paid by any customer of Company for any such
item in lieu of replacement with respect to any item. Company shall be under no duty to inspect the Merchandise,
and notice to Supplier of rejection shall be deemed given within a reasonable time if given within a reasonable
time after notice of defects or deficiencies has been given



to Company by its customers. In respect of any Merchandise rejected (or acceptance revoked) by Company,
there shall be charged to Supplier all expenses incurred by Company in (i) unpacking, examining, repacking and
storing such Merchandise (it being agreed that in the absence of proof of a higher expense that the Company shall
claim an allowance for each rejection at the rate of 10% of the price for each rejection made by Company) and
(ii) landing and reshipping such Merchandise. Unless Company otherwise agrees in writing, Supplier shall not
have the right to make a conforming delivery within the contract time;

(c) Termination of all current and future business relationships;

(d) Assessment of monetary fines as determined in Company's reasonable discretion;

(e) Recovery from Supplier of any damages sustained by Company as a result of Supplier's breach or default;
and

(f) Buyer's remedies under the Uniform Commercial Code and such other remedies as are provided under
applicable law.
These remedies are not exclusive and are in addition to all other remedies available to Company at law or in
equity.

18. INSURANCE REQUIREMENTS. Supplier is required to obtain and maintain the following insurance
coverage from a carrier acceptable to Company in the amounts and with the conditions listed below:

a) Commercial General Liability, including Contractual, Personal & Advertising Injury, Products and Completed
Operations coverage, with certificate holder named as Additional Insured as evidenced by attached endorsement
or blanket additional insured coverage provided by the policy. Policy shall be occurrence based with limits of no
less than $5,000,000 per occurrence, without any aggregate limits or $50,000.000 in the aggregate. Defense
costs shall not apply against coverage limits. High Risk Suppliers (as defined by Company) shall maintain policy
limits of not less than $10,000,000 per occurrence without any aggregate limits or $100,000,000 in the
aggregate.

b) Statutory Workers' Compensation Coverage for a Supplier whose employees will be entering Company's
premises, with $1,000,000 in employers' liability coverage and a waiver of subrogation where Permitted By Law.

c) Automobile Coverage, with certificate holder named as Additional Insured as evidenced by attached
endorsement or blanket additional insured coverage provided by the policy, for a Supplier whose employees or
agents will be driving on Company's premises or making delivery to Company's premises shall be occurrence
based with limits of no less than $5,000,000 per occurrence, without any aggregate limits or $50,000,000 in the
aggregate. Defense costs shall not apply against coverage limits.

d) Supplier shall provide at least thirty (30) days' written notice prior to any cancellation of any policy of
insurance maintained hereunder, and each such policy shall obligate the insurer to provide at least thirty (30) days'
written notice to Company in advance of any contemplated cancellation or termination thereof.

e) Supplier's insurance shall be considered primary, non-contributory and not excess coverage.

A copy of Supplier's current Certificate of Insurance with the following requirements must be submitted with this
Agreement:

- Certificate Holder should read: WAL-MART STORES, INC., ITS SUBSIDIARIES & ITS AFFILIATES,
702 SW 8th Street, Bentonville, AR 72716-0145, Attn:
Risk Management

- Renewals of Certificates of Insurance must be submitted prior to expiration of insurance coverage

- Existing Suppliers must include Supplier Number on Certificate of Insurance.

- Please direct any questions regarding your insurance to Risk Management at (479) 277-1658 or (479) 277-
2890.

                     SUPPLIER CONTACT FOR PRODUCT LIABILITY CLAIMS:

      Name:                ROCKFORD CORPORATION                 Insuring Company: ATLANTIC MUTUAL

      Address:             600 S. ROCKFORD DR                   Telephone: 6023376237         Extension #: 0

      City/State/Zip:      TEMPE, AZ 85281

      Telephone:           4805173140                           Extension #: 0

      Fax Number:          4809663983                           e-mail: ERIN.TUCKER@ROCKFORDCORP.COM




19. FORCE MAJEURE. If any place of business or other premises of Company shall be affected by lockouts,
strikes, riots, war, acts of terrorism, fire, civil insurrection, flood, earthquake or any other casualty or cause
beyond Company's control, which might reasonably tend to impede or delay the reception, handling, inspecting,
processing or marketing of the Merchandise covered by this Agreement, Company may, at its option, cancel all
or any part of the undelivered Order hereunder by giving written notice to Supplier which notice shall be effective
upon mailing.

20. ASSIGNMENT. Except as specifically set forth in Section 6, no part of this Agreement or of any Order shall
be assignable by Supplier without the written consent of Company, and Company shall not be obligated to
accept a tender of performance by any assignee, unless Company shall have previously expressly consented in
writing to such an assignment.

21. PUBLICITY; USE OF NAME AND INTELLECTUAL PROPERTY. Supplier shall not refer to Company
in any advertising or published communication without the prior written approval of Company. Supplier shall not
use, or allow to be used, Company's name, logo, trademarks, service marks, patents, copyrights or trade dress
without the prior written approval of Company. Company may use Supplier's name, logo, trademarks, service
marks, patents, copyrights and trade dress in connection with Company's marketing of the Merchandise.

22. COMPLIANCE WITH STANDARDS FOR SUPPLIER. Supplier agrees to comply with the obligations
stated in the Standards for Suppliers. Company reserves the right to cancel any outstanding Order, refuse any
shipments and otherwise cease to do business with Supplier if Supplier fails to comply with any terms of the
Standards for Suppliers or if Company reasonably believes Supplier has failed to do so.

23. SEVERABILITY; WAIVER. At the option of Company, no finding that a part of this Agreement is invalid or
unenforceable shall affect the validity of any other part hereof. Company's failure to enforce at any time any
provision of this Agreement will not be construed as a waiver of such provision or of any rights thereafter to
enforce such provision. Any waiver by Company of any of the terms and conditions of this Agreement or any
Order must be in writing signed by an authorized representative of Company.



24. FORUM SELECTION; CHOICE OF LAW; STATUTE OF LIMITATIONS. This Agreement, any and all
Orders, and any and all disputes arising hereunder or relating thereto, whether sounding in contract or tort, shall
be governed by and construed in accordance with the laws of the State of Arkansas without regard to the internal
law of Arkansas regarding conflicts of law, and the federal and/or state courts of Benton and Washington
County, Arkansas, shall have exclusive jurisdiction over any actions or suits relating thereto. The parties mutually
acknowledge and agree that they shall not raise, and hereby waive, any defenses based upon venue,
inconvenience of forum or lack of personal jurisdiction in any action or suit brought in accordance with the
foregoing. Any legal action brought by Supplier against Company with respect to this Agreement or any Orders
shall be filed in one of the above referenced jurisdictions within two (2) years after the cause of action arises or it
shall be deemed forever waived. The parties acknowledge that they have read and understand this clause and
agree willingly to its terms.

25. ATTORNEY FEES AND INTEREST OBLIGATIONS. Company reserves the right to charge Supplier
interest at the rate of 12% per annum or such lower rate as may be permitted under applicable law for any
obligations owed by Supplier to Company, including debit balances not paid within thirty (30) days after due,
until such amounts are paid in full, and Company with be entitled to recover from Supplier its attorneys' fees and
costs incurred in collecting any past-due obligation.

26. NOTICES. Unless otherwise specifically provided for herein, any notice or demand which under the terms of
this Agreement or under any statute must or may be given or made shall be in writing and shall be given or made
by overnight express service addressed as follows: if to Company: Wal-Mart Stores, Inc., Attn: General
Merchandise Manager (identify department or category), 702 SW 8th Street, Bentonville, AR 72716. If to
Supplier: to Supplier's address set forth above. Such notice or demand shall be deemed given on the second
(2nd) business day after deposit of such notice or demand with the overnight express service. The above
addresses may be changed at any time by giving prior written notice as provided above.

27. TERM OF AGREEMENT. This Agreement ends one year after the Effective Date. This Agreement may
only be renewed or extended by an agreement signed by an authorized officer of Company and Supplier.
Supplier and Company are under no obligation to extend the term of this Agreement or to renew this Agreement.
Neither Supplier nor Company should take any actions in reliance upon this Agreement being extended or
renewed. Neither party shall be responsible for any costs incurred by the other in anticipation of the extension or
renewal of this Agreement.
28. INFORMATION SECURITY. Supplier represents that it currently follows industry best practices as a
means to prevent any compromise of its information systems, computer networks, or data files ("Systems") by
unauthorized users, viruses, or malicious computer programs which could in turn be propagated via computer
networks, email, magnetic media or other means to Company. Supplier agrees to immediately give Company
notice if the security of its Systems are breached or compromised in any way.

Supplier agrees to apply appropriate internal information security practices, including, but not limited to, using
appropriate firewall and anti-virus software; maintaining said countermeasures, operating systems, and other
applications with up-to-date virus definitions and security patches; installing and operation security mechanisms in
the manner in which they were intended; and permitting only authorized users access to computer systems,
applications, and Retail Link.

Supplier specifically agrees to: use up-to-date anti-virus tools to remove known viruses and malware from any
email message or data transmitted to Company; prevent the transmission of attacks on Company via the network
connections between Company and the Supplier; and prevent unauthorized access to Company systems via the
Supplier's networks and access codes.

29. SURVIVAL OF PROVISIONS. The provisions of this Agreement which by their nature are intended to
survive termination of this Agreement (including but not limited to representations, warranties, guarantees,
indemnifications, payment of obligations, remedies, forum selection and statute of limitations) shall survive its
termination.

The parties hereto agree that this Agreement, the Standards and any Order constitute the full understanding of the
parties, a complete allocation of risks between them and a complete and exclusive statement of the terms and
conditions of their agreement. All prior agreements, negotiations, dealings and understandings, whether written
(including any electronic record) or oral, regarding the subject matter hereof, are superseded by this Agreement.
Any changes in this Agreement shall be in writing and executed by both parties. Furthermore, if there is a conflict
of terms between this Agreement and an Order, this Agreement shall be the controlling document.

We (Company) will never assume that you (Supplier) will be willing to extend or renew this Agreement or to
accept any specific volume of Orders. Conversely, we urge you never to assume that this Agreement will be
renewed or extended by us or that we will issue Orders for specific volume of Merchandise, even if your
impression is based on discussions you may have had with Company representatives. No Company
representative has authority to renew or extend this Agreement except in a writing signed by an authorized officer
of Company, and no Company representative has authority to order Merchandise except an Authorized Buyer
through an Order issued pursuant to and subject to the terms of this Agreement.



SUPPLIER NO. 138122 DEPARTMENT NO. 10 EFFECTIVE DATE: 01/23/2003

                                         WAL-MART STORES, INC.

                                       STANDARDS FOR SUPPLIERS

Wal-Mart Stores, Inc. ("Wal-Mart") has enjoyed success by adhering to three basic principles since its founding
in 1962. The first principle is the concept of providing value and service to our customers by offering quality
merchandise at low prices every day. Wal-Mart has built the relationship with its customers on this basis, and we
believe it is a fundamental reason for the Company's rapid growth and success. The second principle is corporate
dedication to a partnership between the Company's associates (employees), ownership and management. This
concept is extended to Wal-Mart's Suppliers who have increased their business as Wal-Mart has grown. The
third principle is a commitment by Wal-Mart to the communities in which stores and distribution centers are
located.

Wal-Mart strives to conduct Its business in a manner that reflects these three basic principles and the resultant
fundamental values. Wal-Mart requires that its Suppliers, including Suppliers outside the United States, conform
to standards of business practices, which are consistent with the three principles described above. More
specifically, Wal-Mart expects its Suppliers to comply with the following standards:
1. COMPLIANCE WITH APPLICABLE LAWS. All Suppliers shall comply with the legal requirements and
standards of their industry under the national laws of the countries in which the Suppliers are doing business,
including the labor and employment laws of those countries, and any applicable U.S. laws, Should the legal
requirements and standards of the industry conflict, Suppliers must, at a minimum, be in compliance with the legal
requirements of the country in which the products are manufactured. If, however, the industry standards exceed
the country's legal requirements, Wal-Mart will favor Suppliers who meet such industry standards. Suppliers shall
comply with all requirements of all applicable governmental agencies. Necessary invoices and required
documentation must be provided in compliance with the applicable law. Suppliers shall warrant to Wal-Mart that
no merchandise sold to Wal-Mart infringes the patents, trademarks or copyrights of others and shall provide to
Wal-Mart all necessary licenses for selling merchandise sold to Wal-Mart, which is under license from a third
party. All merchandise shall be accurately marked or labeled with its country of origin in compliance with
applicable laws and including those of the country of manufacture. All shipments of merchandise will be
accompanied by the requisite documentation issued by the proper governmental authorities, including but not
limited to Form A's, import licenses, quota allocations and visas and shall comply with orderly marketing
agreements, voluntary restraint agreements and other such agreements in accordance with applicable law. The
commercial invoice shall, in English and in any other language deemed appropriate, accurately describe all the
merchandise contained in the shipment, identify the country of origin of each article contained in the shipment, and
shall list all payments, whether direct or indirect, to be made for the merchandise, including, but not limited to any
assists, selling commissions or royalty payments. Backup documentation, and any Wal-Mart required changes to
any documentation, will be provided by Suppliers promptly. Failure to supply complete and accurate information
may result in cancellation or rejection of the goods.

2. EMPLOYMENT. Wal-Mart is a success because of its associates and a strong level of teamwork has
developed within the Company. Wal-Mart expects the spirit of its commitment to be reflected by its Suppliers
with respect to their employees. At a minimum, Wal-Mart expects its Suppliers to meet the following terms and
conditions of employment:

a. COMPENSATION. Suppliers shall fairly compensate their employees by providing wages and benefits which
are in compliance with the national laws of the countries in which the "Suppliers" are doing business or which are
consistent with the prevailing local standards in the countries in which the "Suppliers" are doing business, if the
prevailing local standards are higher. Suppliers shall fully comply with the wage and hour provisions of the Fair
Labor Standards Act, if applicable, and shall use only subcontractors who comply with this law, if applicable.

b.HOURS OF LABOR. "Suppliers" shall maintain reasonable employee work hours in compliance with local
standards and applicable national laws of the countries in which the Suppliers are doing business. Employees shall
not work more hours in one week than allowable under applicable law, and shall be properly compensated for
overtime work. We expect Suppliers to comply with the statutory requirements for working hours for employees
and we will not use suppliers who, on a regularly scheduled basis, require employees to work in excess of the
statutory requirements without proper compensation as required by applicable law. Employees should be
permitted reasonable days off, breaks, lunch periods and bathroom breaks.

c.FORCED LABOR. Forced labor will not be tolerated by Wal-Mart. Suppliers shall maintain employment on a
voluntary basis. Wal-Mart will not accept products from Suppliers who utilize in any manner forced labor in the
manufacture or in their contracting, subcontracting or other relationships for the manufacture of their products.

d.CHILD LABOR. Wal-Mart will not tolerate the use of child labor in the manufacture of products it sells. Wal-
Mart will not conduct business with Suppliers that utilize in any manner child labor in their contracting,
subcontracting or other relationships for the manufacture of their products. No person shall be employed at an
age younger than 15 (or 14 where the law of the country of manufacture allows) or younger than the age for
completing compulsory education in the country of manufacture where such age is higher than 15.

e.DISCRIMINATION/HUMAN RIGHTS. Wal-Mart recognizes that cultural differences exist and different
standards apply in various countries, however, we believe that all terms and conditions of employment should be
based on an individual's ability to do the job, not on the basis of personal characteristics or beliefs. Wal-Mart
expects Suppliers to have a social and political commitment to basic principles of human rights and not to
discriminate against their employees in hiring practices or any other term or condition of work, on the basis of
race, color, national origin, gender, religion, disability, or other similar factors.

3. WORKPLACE ENVIRONMENT. Wal-Mart maintains a safe, clean, healthy and productive environment
for its associates and expects the same from its Suppliers. Suppliers shall furnish employees with safe and healthy
working conditions. Factories working on Wal-Mart merchandise shall provide adequate medical facilities, fire
exits and safety equipment, well-lighted and comfortable workstations, clean restrooms, and adequate living
quarters where necessary. Workers should be adequately trained to perform their



jobs safely. Wal-Mart will not do business with any Supplier that provides an unhealthy or hazardous work
environment or which utilizes physically or psychologically abusive disciplinary practices.

4. CONCERN FOR THE ENVIRONMENT. We believe it is our role to be a leader in protecting our
environment. We encourage our customers and associates to always Reduce, Reuse, and Recycle. We also
encourage our Suppliers to reduce excess packaging and to use recycled and non-toxic materials whenever
possible. We will favor Suppliers who share our commitment to the environment.

5. REGULAR INSPECTION AND CERTIFICATION BY SUPPLIER. Supplier shall designate, on a copy of
the Wal-Mart Supplier Inspection and Certification Form, one or more of its officers to inspect each of its
facilities which produces merchandise sold to Wal-Mart. Such inspections shall be done on at least a quarterly
basis to insure compliance with the standards, terms and conditions set forth herein. The Supplier Officer
designated to perform such inspections shall certify to Wal-Mart following each inspection (I) that he or she
performed such inspection, and (ii) that the results reflected on such compliance inspection form are true and
correct. All charges related to the inspection and certification of such facilities shall be paid fully by the Supplier.
Supplier shall maintain the completed inspection and Certification Forms on file at each facility and shall make the
forms readily accessible to Wal-Mart, its agents or employees when requested. Any Supplier which fails or
refuses to comply with these standards is subject to immediate cancellation of any and all outstanding orders,
refusal or return of any shipment, and termination of its business relationship with Wal-Mart.

6. RIGHT OF INSPECTION. To further assure proper implementation of and compliance with the standards
set forth herein, Wal-Mart or a third party designated by Wal-Mart reserves the right to undertake affirmative
measures, such as on-site inspection of production facilities, to implement and monitor said standards. Any
Supplier who fails or refuses to comply with these standards is subject to immediate cancellation of any and all
outstanding orders, refusal or return of any shipment, and termination of its business relationship with Wal-Mart.

7. WAL-MART GIFT AND GRATUITY POLICY. Wal-Mart has a very strict policy which forbids and
prohibits the solicitation, offering or acceptance of any gifts, gratuities or any form of "pay off" or facilitation fee as
a condition of doing business with Wal-Mart, as a form of gratitude, or as an attempt to gain favor or accept
merchandise or services at a lesser degree than what was agreed. Wal-Mart believes in delivering and receiving
only the total quantity agreed. Any Supplier, factory or manufacturer who violates such policy by offering or
accepting any form of gift or gratuity to any associate, employee, agent or affiliate of Wal-Mart Stores, Inc. will
be subject to all loss of existing and future business, regardless of whether the gift or gratuity was accepted. In
addition, a Supplier, factory or manufacturer who violates such policy will be reported to the appropriate
governmental authorities of the Supplier's respective and affiliated countries. Failure to report such information
will result in severe action being taken by Wal-Mart against such Supplier, trading company or factory including
but not limited to termination of all existing and future business relationships and monetary damages.

8. CONFIDENTIALITY. Supplier shall not at any time during or after the term of this Agreement disclose to
others and will not take or use for its own purposes or the purpose of others any trade secrets, confidential
information, knowledge, designs, data, know-how, or any other information considered logically as "confidential."
Supplier recognizes that this obligation applies not only to technical information, designs and marketing, but also
to any business information, including information related to purchases and sales, that Wal-Mart treats as
confidential. Any information that is not readily available to the public shall be considered to be a trade secret and
confidential. Upon termination of this Agreement for any cause. Supplier shall return all items belonging to Wal-
Mart and all copies of documents containing Wal-Mart's trade secrets, confidential information, knowledge, data
or know-how in Supplier's possession or under Supplier's control.

9. ACKNOWLEDGMENT OF STANDARDS. As an officer or duly authorized representative of my
company, a Supplier of Wal-Mart, I have read the principles and terms described in this document and
understand my company's business relationship with Wal-Mart is based upon said company being in full
compliance with these principles and terms. I further understand that failure by a Supplier to abide by any of the
terms and conditions stated herein may result in the immediate cancellation by Wal-Mart of all outstanding orders
with that Supplier and refusal by Wal-Mart to continue to do business in any manner with said Supplier. I am
signing this statement as a corporate representative of my company, to acknowledge, accept and agree to abide
by the standards, terms and conditions set forth herein between my company and Wal-Mart. I hereby affirm that
all actions, legal and corporate, to make this Standards for Suppliers binding and enforceable against my
company have been completed.

STANDARDS FOR SUPPLIERS A COPY OF THESE STANDARDS FOR SUPPLIERS SHALL BE
POSTED IN A LOCATION VISIBLE TO ALL EMPLOYEES AT ALL FACILITIES THAT
MANUFACTURE PRODUCT* FOR WAL-MART STORES. INC. AND ITS AFFILIATES. ANY
PERSON WITH KNOWLEDGE OF A VIOLATION OF ANY OF THESE STANDARDS BY A
SUPPLIER OR A WAL-MART ASSOCIATE SHOULD CALL 1-800-WM-ETHIC (1-800-963-8442) (IN
COUNTRIES OTHER THAN THE UNITED STATES, DIAL AT&T'S U.S.A. DIRECT NUMBER FIRST)
OR WRITE TO: WAL-MART STORES, INC.. BUSINESS ETHICS COMMITTEE. 702 SW 8TH ST.,
BENTONVILLE, AR 72716-8095.



SUPPLIER NO. 138122 DEPARTMENT NO. 10 EFFECTIVE DATE: 01/23/2003

                           STANDARD PURCHASE ORDER ALLOWANCE

THESE ALLOWANCES APPLY TO EACH PURCHASE ORDER ISSUED, UNLESS OTHERWISE
                      AGREED TO BY THE PARTIES.

                                 DISC                                 HOW PAID
---------------------------------------------------------------------------------------------------------
CODE ALLOWANCE                    %      SPECIAL INSTRUCTIONS     OI      CM      CK      EI       M
---------------------------------------------------------------------------------------------------------
SA     New Store/Club             10                              X                       X
       Discount (% Applied
       to each line item
       for each new store
       P.O.)

OL      New Store/Club
        Discount (%
        Represents contribution
        of total business to
        New Store Program.)

NW      New Distribution                10                                   X                           X
        Center

WA      Warehouse Allowance

QD      Warehouse
        Distribution Allow
        (Order Type 33 Only)

DM      Defective/Returned
        Mdse. Allowance -
        Not applicable in
        Puerto Rico. (When
        selected must mark
        option 3 under
        warranty policy.)

SD      Soft Goods Defective
        Allow

PA      Promotional Allowance

VD      Volume Discount

FA      Freight Allowance

AA      Advertising Allowance

TR      TV/Radio Media
        Allowance
DA      Display/End cap
        Allowance

EB      Early Buy Allowance

HA      Handling Allowance




OI-Off Invoice; CM-Credit Memo; CK-Check; EI-Each Invoice; M-Monthly; Q-Quarterly; S-Semi-Annually;
A-Annually;

                                                  APPENDIX

This Appendix constitutes and is part and parcel of the Supplier Agreement. The terms of the Supplier
Agreement are binding and enforceable as to this Appendix.

                                              PAYMENT TERMS

          0           Cash Discount --Enter whole percents            NEW STORE/WHSE TERMS IF
                                                                      DIFFERENT THAN REGULAR TERMS:

          0           Cash Discount Days Available (Must be
                      filled in if a Cash Discount is used)

          60          Net Payment Days Available (Must be at
                      least one day more than Cash Discount
                      Days Available)

                      End Of Month Dating Yes [X] No [ ]

                                                 SHIPPING TERMS



                FREIGHT TERMS                                MINIMUM FOR PREPAID FREIGHT TERMS
               Collect - F.O.B Supplier                                0   Pounds
               X Prepaid - F.O.B Company                               0   Cases/Units
               Prepaid To consolidator - F.O.B.
               Company's Consolidator                                    0   Whole Dollars




No freight charges are to be added to invoices. Refer to the current Routing Guide for detailed instructions.

                                            CONDITION OF SALE

Guaranteed Sales Consignment Preticketing Prepricing Stock Balancing Shelf Labels Point of Sale (Pay from
Scan) Other



RETURN POLICY.(SUPPLIER MUST CHOOSE ONE OPTION BELOW AND COMPLETE THE
NECESSARY INFORMATION.)

Supplier will be charged current merchandise costs plus a 10% handling charge for all returned merchandise
except where a Customer Satisfaction Merchandise Allowance is given by Supplier. Returned merchandise will
be shipped with return freight charges billed back to Supplier. Returns are F.O.B. Purchaser.

SUPPLIER OPTION #1: SUPPLIER WANTS RETURNED MERCHANDISE SENT TO THEM:

Returned merchandise will be sent to Supplier direct from each store. Permanent return authorization #:----- if
required for shipment. If automatic return is not possible, a toll free number should be provided or Supplier must
accept Purchaser's collect calls to secure return authorization over the phone.

Phone:___________ Extension #___________Contact:___________
X Returned merchandise will be sent from store locations to the Return Center and sent to Supplier. Permanent
return authorization #: WAL-RA, if required for shipment. If automatic return is not possible, a toll free number
must be provided or Supplier must provide a fax number and a contact name. Phone: 4805173032 Extension #:
Contact: JIM SANDO RETURN SHIPPING ADDRESS: Address: 955 N FIESTA BLVD SUITE 4 City:
GILBERT State: AZ Zip: 85233

SUPPLIER OPTION #2: SUPPLIER DOES NOT WANT RETURNED MERCHANDISE SENT TO
THEM.

Returned merchandise must be disposed of by the individual store; OR

Returned merchandise will be sent from store locations to the Return Center for disposal.[Choose one of the
following three.]

A. Return Center may dispose of returned merchandise through salvage outlets or recycling operations, without
accounting for the proceeds of such disposal;

B. Return Center must destroy returned merchandise. (Supplier may be charged for any additional costs of
destruction.);

C. Return Center may donate returned merchandise to charity.

SUPPLIER OPTION #3: CUSTOMER SATISFACTION MERCHANDISE ALLOWANCE:

Supplier will allow the Customer Satisfaction Merchandise Allowance stated in this agreement. The percentage
must be adequate to cover all returned merchandise, including but not limited to defective/returned merchandise,
or additional claims will be filed by the Return Center at our fiscal year end.

Return Center may dispose of returned merchandise through salvage outlets or recycling operations, without
accounting for the proceeds of such disposal;

Return Center must destroy returned merchandise. (Supplier may incur additional handling charges to cover costs
of destruction.);

Returned merchandise will be sent from store locations to the Return Center and sent to Supplier. If Supplier
requests the returned merchandise be sent to them, it will be charged a 10% handling charge and the merchandise
will be shipped with return freight charges billed back to Supplier; OR

Return Center may donate Return Merchandise to charity.

Permanent return authorization #:

                       RETURN SHIPPING ADDRESS: Address: City: State: Zip:

                                        SHIPPING INSTRUCTIONS

Supplier will ship all merchandise in accordance with the instructions contained in Company's Routing Guide.
Supplier acknowledges it has received a copy of the Routing Guide. Each purchase order will show a routing
which is determined by Company's Traffic Department. Supplier is liable for the excess transportation cost if the
designated routing is not followed. If Supplier has a question concerning the routing selected, Supplier must call
Company's Traffic Department before releasing the shipment at the following number (479) 273-6359

                                    SHIPPING POINT SHIPPING STATE
                                             GILBERT AZ

             Jackson Bill             saeva. Danny                Spear Michael
             ------------             ------------                -------------
             Supplier                 Buyer                       Divisional Merchandise Manager
DATE 3/5/2003 Exhibit 10.58

                                  SUPPLIER AGREEMENT
                                  WAL-MART STORES, INC.
                                   DIRECT IMPORTS (U.S.)
                                       Corporate Office
                                     Bentonville, AR 72716
                                       (501) 273-4000

THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN WAL-MART (PURCHASER),
AND SUPPLIER. THE PARTIES HERETO AGREE TO BE BOUND BY ALL TERMS AND
CONDITIONS HEREIN. HOWEVER, THIS SUPPLIER AGREEMENT AND OTHER TERMS,
CONDITIONS AND STANDARDS INCORPORATED HEREIN DO NOT CREATE AN OBLIGATION
FOR PURCHASER TO PURCHASE MERCHANDISE OR OTHER GOODS.

---------------------------------------------------------------------------------------------------------
TO BE COMPLETED BY PURCHASER:                                       HOST Supplier No.         Dept.     S
Effective Date                                                      [ ] [ ] [ ] [ ] [ ] [ ] [ ] [
                                                                    PC Supplier No.
                                                                    [ ] [ ] [ ] [ ] [ ] [ ] [ ] [

[X] WAL-MART       [X] EXISTING SUPPLIER
[ ] SAM'S CLUB     [ ] NEW SUPPLIER
                   CATEGORY
[ ] SUPERCENTER    [ ] UPDATE                                       DEPARTMENT: 10 TLE
[ ] OTHER          [ ] NEW SEQ.                                     BUYER: DANIEL SAEVA       Ext.
---------------------------------------------------------------------------------------------------------
GENERAL SUPPLIER INFORMATION:
PURCHASER RESERVES THE RIGHT TO REMIT TO THE PARTY TO WHOM THE PURCHASE ORDER IS ISSUED.

LEGAL ADDRESS OF SUPPLIER:                                          ADDRESS TO SEND PURCHASE ORDERS:
Supplier Name ROCKFORD CORPORATION                                  Supplier Name ROCKFORD CORP
Address 600 S. ROCKFORD DRIVE                                       Attention JIM SANDO
City TEMPE        State AZ Country 85281 USA                        Address 600 S. ROCKFORD DR.
Factor Name:                                                        City TEMPE        State AZ Country
Supplier Also Doing Business As:                                    Address for use by delivery services
(Attach a list to this Agreement if space below is insufficient)    If not already shown in the purchase

ROCKFORD CORP             Supplier #   138122-10
                          Supplier #                                Phone

ADDRESS OF FACTORY:
Factory Name ARTCO INTN'L ELECTRONICS CO, LTD                       Phone   480-517-3032
Address                                                             Fax:    480-804-8549
City              State      Country CHINA
IF BENEFICIARY'S ADDRESS IS DIFFERENT FROM ABOVE, EXPLAIN BELOW     ADDRESS TO SEND PRICING TICKETS/BAR C
Beneficiary: ROCKFORD CORP                                          Supplier Name: ROCKFORD CORP
Address: 600 S. ROCKFORD DR                                         Attention: JIM SANDO
City TEMPE        State AZ Country USA                              Address: 600 S. ROCKFORD DR
                         85281                                      City TEMPE        State AZ Country

Letters of Credit will be issued with Supplier as Beneficiary. If a Beneficiary other than Supplier is in
the right to issue the purchase order and letter of credit to this other Beneficiary.
---------------------------------------------------------------------------------------------------------
SUPPLIER FINANCIAL INFORMATION
Supplier shall furnish to Purchaser, when submitting this completed agreement, a complete set of current
its equivalent.
---------------------------------------------------------------------------------------------------------
NOTICE REGARDING ASSIGNMENT OF ACCOUNTS
The Supplier shall provide Purchaser written notice of an assignment, factoring, or other transfer of its
arising under this agreement 30 days prior to such assignment, factoring, or other transfer taking legal
notice shall include the name and address of assignee/transferee, date assignment is to begin, and terms
shall be considered delivered upon receipt of such written notice by the Director of the Direct Imports D
be allowed to have only one assignment, factoring or transfer legally effective at any one point in time.
factorings or transfers by the Supplier shall be permitted. Purchaser shall have the right to take deduct
against any payment assigned, transferred, or factored by the Supplier and Supplier shall defend and inde
and hold Purchaser harmless from any and all lawsuits, claims, actions, damages (including reasonable att
obligations, liabilities, or liens) arising or imposed in connection with the assignment or transfer or f
right arising thereunder. Supplier also releases and waives any right, claim, or action against Purchaser
under this Agreement where Supplier has not complied with the notice requirements of this section. Such n
directly to: Director of Direct Imports Department, Wal-Mart Stores, Inc., Bentonville, AR USA 72716.
---------------------------------------------------------------------------------------------------------
SHIPPING TERMS
Unless otherwise agreed, all goods shall be shipped Free on Board (FOB) port of export as enumerated in t
by the International Chamber of Commerce. The Supplier shall deliver the goods on board and Carrier's ves
Purchaser at the named port of shipment on the date or within the period stipulated and in the manner cus
Supplier shall provide the goods in conformity with the contract of sale and shall obtain at its own risk
license or other official authorization and carry out all customs formalities necessary for the exportati
shall pay all costs relating to the goods until such time as they have passed the ship's rail at the name
costs of customs formalities necessary for exportation as well as all duties, taxes and other official ch
exportation. Supplier shall also give the Purchaser written notice when the goods have been delivered on
Carrier's vessel. In the event that goods must be shipped by air due to the Supplier's inability to meet
transportation or as specified on the purchase order, the Supplier will be responsible for any and all ai
reimburse Purchaser for any and all additional costs incurred as a result. Documentation necessary for pa
until payment of all such transportation charges is received by Purchaser.
---------------------------------------------------------------------------------------------------------
RETURN POLICY
PURCHASER MUST SPECIFY BELOW THE APPLICABLE RETURN POLICY PROGRAM FOR SUPPLIER.
Supplier will be charged for all returned merchandise regardless if the merchandise has been destroyed, r
Returned merchandise will be shipped freight, prepaid at Supplier's Cost and a 5% handling charge will be
will be responsible for 100% payment of claim by check or wire transfer within 30 days of claim date.

      Office Credit#:

      ADDRESS TO FORWARD CLAIMS TO:                                           COMMENTS:
        JIM SANDO
        ROCKFORD CORP
        600 S. ROCKFORD DR
        TEMPE, AZ 85281

Revised 8/25/99
Page 1 of 8




                Phone #: 480 517 3032
                        ---------------------------           -----------------------------
                Fax #:   480 966 3983
                        ---------------------------           -----------------------------
                Contact: JIM SANDO
                        ---------------------------           -----------------------------




[X] #1: RETURNED MERCHANDISE TO BE SENT TO U.S. STATESIDE FACILITY:

Returned Merchandise will be sent from the Return Center to the Supplier, shipped prepaid at Supplier's cost
and will include a 5% handling charge.

Permanent return authorization #WAL-RA is required for shipment.

                                   ADDRESS TO SHIP RETURNS TO:

                    ---------------------------         -------------------------------
                    ROCKFORD CORP
                    ---------------------------         -------------------------------
                    955 N. FIESTA BLVD. #4
                    ---------------------------         -------------------------------
                    GILBERT, AZ 85233 USA
                    ---------------------------         -------------------------------

                    ---------------------------         -------------------------------

                    ---------------------------         -------------------------------

                    Phone #:480 517 3032
                            -------------------         -------------------------------
                    Fax #: 480 966 3983
                           --------------------         -------------------------------
                    Contact: JIM SANDO
                            -------------------         -------------------------------




  RETURNS HELD AT OUR RETURN CENTERS FOR 10 DAYS AFTER THE REQUEST FOR
    RETURN AUTHORIZATION WILL BE DISPOSED OF AT PURCHASER'S DISCRETION.

[ ] #2: RETURNED MERCHANDISE WILL NOT BE SENT TO SUPPLIER:

[ ] Return Center may dispose of returned merchandise through salvage outlets.

[ ] Return Center must destroy merchandise.

When the Supplier agrees to allow Purchaser to dispose/destroy the returns. Purchaser cannot retain samples due
to the volume of returns received. If upon presentation of the claim the Supplier requests samples, Purchaser will
make every effort to provide them. Whether or not the samples are provided, the Supplier is responsible for
paying the claim.

[ ] #3: DEFECTIVE ALLOWANCE: --------% AT NEGOTIATED F.O.B. (BY PURCHASER
APPROVAL ONLY)

The Defective Allowance must be approved by the Purchaser and is based on historical return rates. The
Defective Allowance percentage may vary from year to year and from department to department. Such rates will
be based on the number of actual shipments received by the Purchaser and the number of returns received by the
Purchaser from its customers. The cost reflected on the import purchase order is the first cost which includes the
Defective Allowance at a set percentage as indicated above. Returns will be monitored by Purchaser at store
level and will be tracked during the fiscal year. If the actual number of returns received by the Purchaser exceed
the defective allowance negotiated, a claim will be filed against the Supplier for the excess amount. If the actual
returns received fall below the defective allowance negotiated, the unused portion of the allowance will expire and
will not be carried over to the following year. All returns shall remain the property of Purchaser.



PAYMENT TERMS
Payment will be made by letter of credit to the Supplier/Beneficiary upon Purchaser's receipt and approval of all
the completed documentation as specified on the terms and conditions of the letter of credit and purchase order.



INSURANCE REQUIREMENTS
Supplier's current original Certificate of Insurance with the following requirements must be attached to this
Supplier Agreement. Product Liability Instruction manual terms incorporated herein. Certificate Holder and
Additional Insured is:

                WAL-MART STORES, INC. ITS SUBSIDIARIES & ITS AFFILIATES

                                             702 SW 8th Street
                                         Bentonville, AR 72716-8029
                                 Attn: DIRECT IMPORT DEPARTMENT

1. COMMERCIAL GENERAL LIABILITY Including Contractual:
Products and Completed Operations with Certificate Holder named as Additional Insured as evidenced by the
attached endorsement. LIMITS: $2,000,000* Per Occurrence
General Liability is on an Occurrence basis. Claim made policy is NOT acceptable

2. WORKERS' COMPENSATION required if Supplier will be entering any Wal-Mart premises:

Workers' Compensation STATUTORY Employer's Liability $1,000,000.

                                 Waiver of Subrogation where permitted by law

1. Notice of Cancellation must be for 30 days

4. Renewals of certificates of insurance must be submitted prior to expiration of insurance.
5. Questions regarding insurance requirements, contact Risk Management at
(501) 273-6516.

6. If certificate of insurance is incomplete or fails to comply, a Supplier number will not be assigned and
shipments will be held until Supplier is compliant.

7. Certificate of insurance must be valid at the time of shipment.

8. CONTACT FOR PRODUCT LIABILITY CLAIMS:

                                   NAME:                 ROCKFORD    CORPORATION

                                   ADDRESS:              1000 S. ROCKFORD DR.

                                   CITY AND STATE:       TEMPE, AZ 85281

                                   COUNTRY:              USA




PHONE: 480 517 3140 FAX: 480 966 3983

INSURING COMPANY: ATLANTIC MUTUAL

*$5,000,000. If determined by Purchaser as a high risk Supplier.



COMPLIANCE WITH STANDARDS FOR SUPPLIERS
Supplier agrees to comply with the obligations expressed in the "WAL-MART STORES, INC. STANDARDS
FOR SUPPLIERS" attached hereto and incorporated herein as part of this Supplier Agreement. Purchaser
reserves the right to cancel any outstanding order, refuse and/or return any shipments and otherwise cease to do
business with Supplier in the event Supplier fails to comply with all terms of said Standards or if Purchaser has
reason to believe Supplier has failed to comply with said Standards.



WAL-MART INTERACTIVE
Supplier grants Purchaser non-exclusive permission to display and sell our product on the internet or in-store
kiosk via Wal-Mart Interactive. Supplier understands and acknowledges that all right, title, interest in and to the
images of products prepared in accordance with the Vendor Information Packet and used by Wal-Mart
Interactive are the property of Purchaser. Supplier agrees to knowingly release and waive any right, claim or
action against the Purchaser with respect to the use of the images of products; however, all trademarks and logos
of the applicable products remain the sole and exclusive property of the Supplier.



NOTICE
Any notice permitted or required hereunder shall be in writing and shall be effectively given if: (a) delivered
personally; (b) sent by prepaid courier service; (c) sent by registered mail or; (d) sent by prepaid telecopier, telex
or other similar means of electronic communication and confirmed by mailing the original document so sent by
prepaid on the same or following day. In the case of notice to Purchaser: Wal-Mart Stores, Inc. 702 S.W. 8th
St. Bentonville, AR 72716 Attn: Director of Direct Imports Department. In case of notice to Supplier, Purchaser
shall notify Supplier at the address indicated above. Or, at such other address as the party to whom such notice
or other communication is to be given shall have advised the party giving the same in the manner provided in this
section.

Revised 8/25/99

                                                     Page 2 of 8
Any notice or other communication delivered personally or by prepaid courier service shall be deemed to have
been given and received on the day it is so delivered at such address, provided that if such day is not a Business
Day such notice or other communication shall be deemed to have been given and received on the next following
Business Day. Any notice or other communication sent by registered mail shall be deemed to have been given
and received on the fifth Business Day following the date of mailing. Any notice or other communication
transmitted by telecopier, telex or other similar form of electronic communication shall be deemed given and
received on the day of its transmission provided that such day is a Business Day and such transmission is
completed before 5:00 p.m. on such day, failing which such noticed or other communication shall be deemed
given and received on the first Business Day after its transmission.


INDEMNIFICATION
Supplier shall protect, defend, hold harmless and indemnify Purchaser from and against any and all claims,
actions, liabilities, losses, costs and expenses, including attorneys' fees and court costs, even if such claims are
groundless, fraudulent or false, arising out of any actual or alleged infringement of any patent, trademark or
copyright by any merchandise sold to the purchaser hereunder, or arising out of any actual or alleged death of or
injury to any person, damage to any property, or any other damage or loss, by whomsoever suffered, resulting or
claimed to result in whole or in part from any actual or alleged defect in such merchandise, whether latent or
patent, including actual or alleged improper construction or design of said merchandise or the failure of said
merchandise to comply with specifications or with any express or implied warranties of Supplier, or arising out of
any actual or alleged violation by such merchandise, or its manufacturer, possession or use or sales, of any law,
statute or ordinance of any governmental administrative order, rule or regulation arising out of Supplier's
installation of merchandise covered by this agreement. The duties and obligations of Supplier created hereby shall
not be affected or limited in any way by Purchaser's extension of express or implied warranties to its customers,
except to the extent that any such warranties expressly extend beyond the scope of Supplier's warranties, express
or implied, to Purchaser. It is further agreed that all duties and obligations of Supplier set forth in this paragraph
shall extend in full force and effect to pallets or other transport or display devices provided by or at the direction
of Supplier.

Supplier warrants that all sales made hereunder are or will be made at not less than fair value under the United
States Antidumping Law (19 U.S.C. Sec. 160 et seq.), and Supplier will indemnify, defend and hold Purchaser
harmless from and against any costs or expenses (including but not limited to any antidumping duties which may
be imposed) arising out of or in connection with any breach of this warranty unless restricted by applicable laws.
Purchaser may at its discretion cancel any purchase order in the event the goods purchased become subject to a
notice of suspension of liquidation or a notice of final order by the U.S. Department of Commerce.

ALL PURCHASES MADE BY PURCHASER SHALL BE CONTROLLED BY THE PURCHASER'S
PURCHASE ORDER "TERMS AND CONDITIONS", WHICH IS ATTACHED AS PART OF THIS
AGREEMENT, AND INCLUDED WITH EACH MANUALLY TRANSMITTED ORDER. ANY
DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO, OR IN CONNECTION
WITH, THIS CONTRACT, OR THE BREACH, TERMINATION OR VALIDITY THEREOF, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
ARKANSAS, EXCLUDING CONFLICT OF LAW PRINCIPLES. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS ARE EXPRESSLY
EXCLUDED. PARTIES AGREE THAT THE EXCLUSIVE JURISDICTION OF ANY DISPUTE ARISING
IN CONNECTION WITH THIS AGREEMENT OR ANY DISPUTE RELATING TO THE SERVICES OR
GOODS PROVIDED HEREUNDER SHALL BE IN THE STATE AND FEDERAL COURTS OF THE
COUNTIES OF BENTON OR WASHINGTON, STATE OF ARKANSAS. ANY LEGAL ACTION
BROUGHT BY SUPPLIER AGAINST PURCHASER WITH RESPECT TO THIS AGREEMENT SHALL
BE FILED IN ONE OF THE ABOVE REFERENCED JURISDICTIONS WITHIN TWO (2) YEARS
AFTER THE CAUSE OF ACTION ARISES. THIS AGREEMENT SHALL BE EXECUTED IN THE
ENGLISH LANGUAGE. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AS
WRITTEN IN THE ENGLISH LANGUAGE AND ANY TRANSLATION, THIS AGREEMENT
WRITTEN IN ENGLISH SHALL CONTROL. THE PARTIES ACKNOWLEDGE THAT THEY HAVE
READ AND UNDERSTAND THIS CLAUSE AND AGREE WILLINGLY TO ITS TERMS AND
CONDITIONS. LIMITATION OF DAMAGES: IN NO EVENT SHALL PURCHASER BE LIABLE FOR
ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION,
LOSS OF PROFITS OR BUSINESS, OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING, BUT
NOT LIMITED TO DAMAGES ARISING OUT OF PURCHASER'S CANCELLATION OF ORDERS OR
THE TERMINATION OF BUSINESS RELATIONS WITH SUPPLIER), EVEN IF PURCHASER HAS
BEEN ADVISED BY SUPPLIER OF THE POSSIBILITY OF SUCH DAMAGES.

By the execution of this Agreement, the parties hereto agree that this Agreement, the Terms and Conditions and
the Standards for Suppliers, which are incorporated herein, constitute the full understanding of the parties, a
complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of
their agreement; and all prior agreements, negotiations, dealings and understandings, whether written or oral,
regarding the subject matter hereof, are superseded by and merged into this Agreement. Any changes to this
Agreement shall be made in writing and executed by both parties. Furthermore, in the event of a conflict of terms
between the Supplier Agreement and a Purchase Order, the Supplier Agreement shall be the controlling
document.

SUPPLIER

             By: Jacqueline M. Mott                                                Date: 03/06/03
                 ---------------------------------                                -----------------

             Title: Vice President
                    ------------------------------

             PURCHASER:

             By:                                                          Date:
                   ---------------------------------                              -----------------

             Title:
                      ------------------------------




[SEAL]

Revised 8/25/99

                                                    Page 3 of 8



                            PURCHASE ORDER TERMS AND CONDITIONS

1. DEFINITIONS: As used in these Terms and Conditions, "order" shall mean this Purchase Order and all its
attachments, instructions and exhibits; "goods" shall mean any materials, machinery, equipment, article, item or
work provided for in this order; "Supplier" shall mean the person, firm or corporation named on the face hereof
to whom this order is issued; and "Purchaser" shall mean the person, firm or corporation named on the face
hereof by whom this order is issued.

2. AGREEMENT: This order sets forth the entire agreement between Supplier and Purchaser with respect to the
sale and purchase of the goods, and it is not valid unless signed or initiated by an authorized buyer for Purchaser.
Acceptance of this order may be made only by the shipment of the goods in accordance herewith and
ACCEPTANCE IS EXPRESSLY LIMITED TO ALL OF THE TERMS AND CONDITIONS OF THIS
ORDER, INCLUDING ANY AND ALL ATTACHMENTS. Supplier's invoices, confirmation memorandum or
other writing may not vary the terms of this order. Supplier's failure to comply with each and every term of this
order shall constitute an event of default and shall be grounds for the exercise by Purchaser of any of the
remedies provided for in these Terms and Conditions.

3. WARRANTIES AND GUARANTEES: By acceptance of this order, Supplier warrants and guarantees that
(a) the goods will comply with all specifications contained in this order and will be of comparable quality as all
samples delivered to Purchaser, (b) the goods are not adulterated, misbranded, falsely labeled or advertised, or
falsely invoiced within the meaning of any local, state or federal laws and amendments thereof now in force, (c)
the goods have been labeled, advertised, and invoiced in accordance with the requirements (if applicable) of the
Wool Products Labeling Act of 1939, the Fur Products Labeling Act and the Textile Fiber Products
Identification Act and any and any all other governmental laws and the respective rules and regulations
thereunder, (d) reasonable and representative tests made in accordance with the requirements of the Flammable
Fabrics Act (if applicable) show that the goods are not so highly flammable as to be dangerous when worn by
individuals, (e) the goods are properly labeled as to content as required by applicable Federal Trade Commission
Trade Practice Rules, the Fair Labor Standards Act, the Federal Food, Drug and Cosmetics Act, the Consumer
Product Safety Commission and similar laws, rules and regulations, (f) the goods ordered herein shall be
delivered in good and undamaged condition and shall, when delivered, be merchantable and fit and safe for
purposes for which the same are intended to be used, including without limitation, consumer use, (g) the goods do
not infringe upon or violate any patent, copyright, trademark, trade name, trade dress or, without limitation, any
other rights belonging to others, (h) all weight, measures, sizes, legends or descriptions printed, stamped attached
or otherwise indicated with regard to the goods are true and correct, and conform and comply with all laws,
rules, regulations, ordinances, codes and or standards relating to said goods of federal, state and local
governments,
(i) neither the goods nor the importation is in violation of any other laws, ordinances, statutes, rules or regulations
of the United States or any state or local government or any subdivisions or agency thereof, (j) all goods and
services sold hereunder or pursuant hereto will be free of any claim of any nature by any third person and that
Supplier will convey clear title thereto to Purchaser as provided hereunder, and (k) all goods sold hereunder or
pursuant hereto will be of merchantable quality free from all defects in design, workmanship and materials, and
will be fit for the particular purposes for which they are purchased and that the goods provided will be in strict
accordance with the specifications, samples, drawings, designs or other requirements including performance
specifications approved or adopted by Purchaser. Any attempt by Supplier to limit, disclaim or restrict any such
warranties or remedies of Purchaser by acknowledgement or otherwise in accepting or performing this order shall
be null, void and ineffective without Purchaser's written consent.

It shall be within the sole discretion of Purchaser to determine when the above mentioned warranties and
guarantees have been breached. In addition to the other guarantees and warranties contained in this paragraph,
the warranties of the Uniform Commercial Code are specifically incorporated herein. Nothing contained in this
order shall be deemed a waiver of warranties implied by law.

4. PROHIBITION AGAINST FORCED LABOR, CHILD LABOR AND TRANS-SHIPMENTS:
SUPPLIER CERTIFIES, REPRESENTS AND WARRANTS THAT THE GOODS PURCHASED
PURSUANT TO THIS AGREEMENT ARE NOT MINED, PRODUCED, MANUFACTURED,
ASSEMBLED OR PACKAGED BY THE USE OF FORCED LABOR, PRISON LABOR OR FORCED
OR ILLEGAL CHILD LABOR AND THAT THE GOODS WERE NOT TRANS-SHIPPED FOR THE
PURPOSE OF MISLABELING, EVADING QUOTA OR COUNTRY OF ORIGIN RESTRICTIONS OR
FOR THE PURPOSE OF AVOIDING COMPLIANCE WITH FORCED LABOR, PRISON LABOR OR
CHILD LABOR LAWS. IF ANY SUPPLIER, MANUFACTURER, SUBCONTRACTOR OR AGENT ON
BEHALF OF SUPPLIER ENGAGES IN THE PRACTICE OF TRANSSHIPMENT OF ANY
PURCHASES, PURCHASER MAY, IN ADDITION TO EXERCISING ITS REMEDIES PROVIDED IN
SECTION 5 BELOW, IMMEDIATELY AND IRREVOCABLY CANCEL THE ORDER AS WELL AS
TERMINATE ALL CURRENT AND FUTURE BUSINESS RELATIONSHIPS WITH THE SUPPLIER,
MANUFACTURER, SUBCONTRACTOR, AND/OR AGENT. IN ADDITION, ALL PARTIES
INVOLVED AND ALL INFORMATION OBTAINED WILL BE TURNED OVER FOR PROSECUTION
UNDER APPLICABLE LAWS TO: THE UNITED STATES CUSTOMS SERVICE, THE APPROPRIATE
GOVERNMENTAL AGENCY IN THE COUNTRY OF ACTUAL PRODUCTION AND THE
APPROPRIATE GOVERNMENTAL AGENCY OF THE COUNTRY FROM WHICH THE
TRANSSHIPMENT WAS TO TAKE PLACE.

5. REMEDIES ON BREACH OR DEFAULT: Failure to comply with each and every term of this order and
each guarantee or warranty herein shall be grounds for the exercise by Purchaser of any one or more of the
following remedies:

a) Cancellation of all or any part of this order without notice, including without limitations the balance of any order
received on installment;

b) Rejection of all or any part of any shipment by Purchaser, which may return the goods or hold them at
Supplier's risk and expense. Purchaser's right to reject and return or hold goods at Supplier's expense and risk
shall extend to goods covered by this order which are returned by Purchaser's customers for any reason entitling
Purchaser to reject. Purchaser may, at its option, require Supplier to grant a full refund or credit to Purchaser of
the price actually paid by any customer of Purchaser for such item in lieu of replacement with respect to any item
which Purchaser is entitled to reject hereunder. Purchaser shall be under no duty to inspect the goods before
resale thereof and notice of rejection shall be deemed given within a reasonable time if given within a reasonable
time after notice of defects or deficiencies has been given to Purchaser by its customers. In respect of any goods
rightfully rejected by Purchaser, there shall be charged to Supplier all expenses incurred by Purchaser in (i)
unpacking, examining, repackaging and storing such goods (it being agreed that in the absence of proof of a
higher expense that the Purchaser shall claim any allowance for each rejection at the rate of 10% of the price for
each rejection made by Purchaser) and (ii) landing and reshipping such goods;

a) Termination of all current and future business relationships; and/or

b) Withhold payment to the Supplier and thereby entitle Purchaser to actual and consequential damages and
attorneys' fees in connection with such breach or default;

c) Any damages sustained by breach of default.

When Purchaser has exercised any of the above remedies, Supplier shall not have the right to make a conforming
delivery within the contract time. Purchaser, at its sole discretion, may elect (1) to extend the delivery schedule
and/or (2) to waive other deficiencies in Supplier's performance in which case an equitable reduction in the
purchase order price may be negotiated. In the event Supplier for any reason anticipates difficulty in complying
with the required delivery date, or in meeting any of the other requirements of this order, Supplier shall promptly
notify Purchaser in writing if Supplier does not comply with Purchaser's delivery schedule. Purchaser may require
delivery by fastest way possible and changes resulting from such premium transportation must be fully prepaid
and absorbed by the Supplier. The rights and remedies of the Purchaser provided in this clause shall not be
exclusive and are in addition to any other rights and remedies provided by law, including those remedies provided
under the Uniform Commercial Code.

6. INDEMNIFICATION: Supplier shall protect, defend, hold harmless and indemnify Purchaser from and
against any and all claims, actions, liabilities, losses, costs and expenses, including reasonable attorney fees and
costs, even if such claims are groundless, fraudulent or false, arising out of any actual or alleged infringement of
any patent, trademark, tradedress or copyright by any merchandise sold to the Purchaser hereunder, or arising
out of any actual or alleged death of or injury to any person, damage to any property, or any other damage or
loss, by whomsoever suffered, resulting or claimed to result in whole or in part from any actual or alleged defect
in such merchandise whether latent or patent, including actual or alleged improper construction or design of said
merchandise or the failure of said merchandise to comply with specifications or with any express or implied
warranties of Supplier, or arising out of any actual or alleged violation by such merchandise, or its manufacturer,
possession or use or sales, of any law, statute or ordinance of any governmental administrative order, rule or
regulation arising out of Supplier's installation of goods covered by this agreement. The duties and obligations of
Supplier created hereby shall not be affected or limited in any way by Purchaser's extension of express or implied
warranties to its customers, except to the extent that any such warranties expressly extend beyond the scope of
Supplier's warranties, express or implied, to Purchaser. It is further agreed that all duties and obligations of
Supplier set forth in this paragraph shall extend in full force and effect to the pallets or other transport or display
provided by or at the direction of Supplier.

7. DELIVERY TIME: THE TIME SPECIFIED HEREIN FOR SHIPMENT OF GOODS IS OF THE
ESSENCE OF THIS AGREEMENT AND FAILURE TO SHIP WITHIN SUCH TIME SHALL BE
CONSIDERED A MATERIAL BREACH OF THIS AGREEMENT AND SUBJECT TO REMEDIES OF
SECTION 5 ABOVE. Supplier agrees to inform

Revised 5/25/00

                                                     Page 4 of 8


Purchaser immediately of any failure to ship any part of this order or the exact goods called for on this order on
the shipment date specified. Acceptance of any goods shipped after the specified shipment date shall not be
construed as a waiver of any of Purchaser's rights resulting from the late shipment.

8. CANCELLATION: Purchaser may cancel all or any part of this order at any time prior to shipment. In
addition, in the event any place of business or other premises of Purchaser shall be affected by lockouts, strikes,
riots, war, fire, civil insurrection, flood, earthquake, or any other casualty or cause beyond Purchaser's control,
which might reasonably tend to impede or delay the reception, handling, inspecting, processing or marketing of
the goods covered by this order by Purchaser, its agents or employees. Purchaser may, at its option, cancel all or
any part of the undelivered order hereunder by giving written notice to Supplier which notice shall be effective
upon mailing.

9. PRICE GUARANTEES: Prices herein are guaranteed by Supplier against manufacturer's or Supplier's own
price decline and against legitimate competition until date of shipment. In the event that prior to final shipment
under this order, Supplier sells or offers to sell to others goods substantially of the same kind as ordered herein at
lower prices and/or on terms more favorable to a third party than those stated in this order, the prices and/or
terms herein shall be deemed automatically revised to equal the lowest prices and/or most favorable terms at
which Supplier shall have sold or shall have offered such goods and payments shall be made accordingly. In the
event Purchaser shall become entitled to such lower prices, but shall have made payment at any price in excess
thereof, Supplier shall promptly refund the difference in price to Purchaser. Supplier agrees to meet the price of
legitimate competition. The prices to Purchaser set forth in this order include all taxes whether or not set forth
separately. If any manufacturer's excise or other similar or different taxes are paid on the goods described in this
order and if such tax, or any part thereof, is refunded to Supplier, than Supplier shall immediately pay Purchaser
the amount of such refund. In the event that a court or regulatory agency or body finds that the prices herein are
in excess of that allowed by any law or regulation of any governmental agency, the prices herein shall be
automatically revised to equal a price which is not in violation of said law or regulations. If Purchaser shall have
made payment before it is determined that there has been a violation, Supplier shall promptly refund an amount of
money equal to the difference between the price paid for the goods and a price which is not in violation of said
regulations.

10. DEBT BALANCE: If Supplier has a Debit Balance with Purchaser, the amount owed Purchaser will be
deducted from the next remittance or a check from Supplier to clear this amount will be paid within 30 days at
the option of Purchaser. Purchaser reserves the right to charge the Supplier penalties and interest.

11. ASSIGNMENT: Supplier shall not assign the obligation to perform this order or any part hereof, and
Purchaser shall not be obligated to accept a tender of performance by any assignee, unless Purchaser shall have
previously expressly consented in writing to such an assignment.

12. VALIDITY: No finding that a part of this order is invalid or unenforceable shall affect the validity of any other
part hereof.

13. CREDIT BALANCE: Supplier agrees that any credit balance will be paid in cash to Purchaser upon written
request.

14. QUALITY ASSURANCE: (a) All goods shall be subject to inspection and test by the Purchaser and its
agents or employees and any governmental agencies to the extent practicable at any and all times and places
including the period of manufacture and prior to final acceptance by the Purchaser and its Customer; (b) All
inspections and tests on the premises of Supplier or its supplier shall be performed in such a manner as not to
unduly delay the work; (c) Final acceptance or rejection of the goods shall be made as promptly as practical after
delivery, except as otherwise provided in this order, but failure to inspect and accept or reject goods or failure to
detect defects by inspection, shall neither relieve Supplier from responsibility for such goods as are not in
accordance with the order requirements nor impose liabilities on Purchaser therefor; (d) Supplier shall provide
and maintain an inspection and process control system acceptable to Purchaser covering the goods hereunder.
Records of all inspection work by Supplier shall be kept complete and available to Purchaser during the
performance of this order and for such longer periods as may be specified in this order.

15. CHANGES: The Purchaser may at any time in writing, make changes to the terms and conditions of
Purchase Order. If any such change causes an increase or decrease in the cost of, or the time required for the
performance of any work under this contract, an equitable adjustment shall be made in the contract price or
delivery schedule, or both, and the Purchase Order shall be modified in writing accordingly. Any claim by the
Supplier for adjustment under this clause must be asserted within thirty (30) days from the date of receipt by the
Supplier of the notification of change. Any change to this order shall be authorized only by a duly executed
Purchase Order Amendment hereto.

16. REJECTIONS: If any of the goods ordered are found at any time to be defective in design, workmanship or
materials, or otherwise not in conformity or acceptable with the requirements of this order, Purchaser, in addition
to such other rights, remedies and choices as it may have be contract or by law at its option and sole discretion
may (a) reject and return such goods at Supplier's expense; (b) require Supplier to inspect the goods and remove
and replace nonconforming goods with goods that conform to this order. If Purchaser elects option (b) above
and Supplier fails to promptly make the necessary inspection, removal and replacement, Purchaser may at its
option inspect and sort the goods. Supplier shall pay the cost thereof. Furthermore, in the event that any
merchandise ordered by the Purchaser fails to be delivered or, if delivered, is not acceptable to the Purchaser for
any reason and is thereby rejected, the Supplier shall immediately remove and/or destroy any and all labels and
other markings identifying the merchandise with a tradename, trademark, or patent at the Suppler's expense.

17. TRANSPORTATION: Unless otherwise agreed, goods covered by this order shall be shipped Free on
Board (FOB) port of exportation as enumerated in the INCO terms by the International Chamber of Commerce.
Supplier shall deliver the goods on board the Carrier's vessel as designated by the Purchaser at the named port of
shipment on the date or within the period stipulated and in the manner customary at the port. Supplier shall
provide the goods are in conformity with the contract of sale and shall obtain at its own risk and expense any
export license or other official authorization and carry out all customs formalities necessary for the exportation of
the goods. Supplier shall pay all costs relating to the goods until such time as they have been properly delivered at
the named port of shipment and the costs of customs formalities necessary for exportation as well as all duties,
taxes and other official charges payable upon exportation. Supplier shall give the Purchaser notice when the
goods have been delivered on board the designated Carrier's vessel. Any shipment, unless otherwise authorized,
that results in excess transportation charges must be fully prepaid by the Supplier. Supplier shall release rail or
truck shipments at the lowest released valuation permitted in the governing tariff or classification. When goods
must be shipped by air due to the Supplier's inability to meet ship dates by ocean transportation as specified on
the purchase order, the Supplier will be responsible for all air freight charges and must reimburse Purchaser for
any and all additional costs incurred as a result. Purchase order documents will not be released until payment of
charges is received by Purchaser.

18. EXTRA CHARGES: No extra charges of any kind including but not limited to interest charges, service
charges or carrying charges will be allowed unless specifically agreed to by Purchaser in writing by the Purchaser.

19. CONFIDENTIAL OR PROPRIETARY INFORMATION: (a) Supplier shall not at any time, during or
after the term of this Agreement, disclose to others and will not take or use for its own purposes or the purpose
of others any trade secrets, confidential information, knowledge, designs, data, know-how, or any other
information considered "confidential" by the Purchaser. Supplier recognizes that this obligation applies not only to
technical information, designs and marketing, but also to any business information that Purchaser treats as
confidential. (b) Any information that is not readily available to the public shall be considered to be a trade secret
and confidential. Supplier shall return all items belonging to Purchaser and all copies of documents containing
Purchaser's trade secrets, confidential information, knowledge, data or know-how in Supplier's possession or
under Supplier's control upon request by the Purchaser or termination of the Agreement. (c) Any knowledge or
information which the Supplier shall have disclosed or may hereafter disclose to the Purchaser and which in any
way relates to the goods or services covered by this order and Purchaser's Material Schedule shall not unless
otherwise specifically agreed to in writing by the Purchaser be deemed to be confidential or proprietary
information and shall be acquired by the Purchaser free from any restrictions (other than a claim for patent
infringement), as part of the consideration for this order. (d) Supplier shall keep confidential any technical process
or economic information derived from drawings, specifications, and other data furnished by Purchaser in
connection with this order and shall not divulge, export or use directly or indirectly, such information for the
benefit of any other party without obtaining Purchaser's prior written consent. Except as required for the efficient
performance of this order, Supplier shall not make copies or permit copies to be made of such drawings,
specifications or other data without the prior written consent of the Purchaser.

20. TERMINATION: Unless otherwise stipulated, the Purchaser may terminate all or part of this order at any
time by written notice to Supplier. Purchaser may at its discretion cancel any purchase order in the event the
goods purchased become subject to a notice of suspension of liquidation or a notice of final order by the U.S.
Department of Commerce.

Revised 8/25/99

                                                     Page 5 of 8
21. INSOLVENCY: If Supplier ceases to conduct its operations in the normal course of business including
inability to meet its obligations as they mature, or if any proceeding under the bankruptcy or insolvency laws is
brought by or against Supplier or a receiver for Supplier is appointed or applied for or an assignment for the
benefit creditors is made by the Supplier, Purchaser may terminate this order without liability, except for
deliveries previously made or for goods covered by this order then completed and subsequently delivered in
accordance with the terms of the order. Supplier shall immediately notify Purchaser of its insolvency or if it ceases
to conduct its operations in the normal course of business whichever occurs first.

22. WAIVER: No claim or right arising out of a breach of this contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is
in writing signed by the aggrieved party. The failure of Purchaser to enforce at any time or for any period of time
any of the provisions hereof shall not be construed to be a waiver of such provisions nor the right of Purchaser
thereafter to enforce each and every such provision.

23. ANTIDUMPING: Supplier warrants that all sales made hereunder are or will be made at not less than fair
value under the United States Antidumping Law (19 U.S.C. Sec. 160 et seq.), and Supplier will indemnify,
defend and hold Purchaser harmless from and against any costs or expenses (including but not limited to any
antidumping duties which may be imposed) arising out of or in connection with any breach of this warranty unless
restricted by applicable laws.

24. PRODUCT TESTING: Purchaser requires all samples to be tested. All testing will be conducted by a lab
selected by the Purchaser. The Supplier shall be responsible for all testing charges. Such charges will be billed
directly to the Supplier.

25. DOCUMENTATION: As stated in paragraph 1 of this section, this Supplier must supply the Purchaser or its
agent with all documentation necessary for the international shipment and U.S. Customs entry of the merchandise.
For wearing apparel and textile shipments, Supplier shall obtain sufficient quota and necessary export visas for
the importation of the merchandise into the United States. Supplier shall ensure that all export visas reflect the
actual value of the merchandise subject thereto and correspond with the negotiated prices disclosed in the
commercial documents for the goods. Supplier shall also supply Purchaser with all necessary declarations for
proper entry of the apparel and textile goods. For footwear shipments, Supplier shall provide Wal-Mart or its
agent with completed interim footwear invoices ("IFI's") and any other information necessary to classify correctly
the footwear. If Supplier fails to supply Purchaser or its agent with complete proper documentation, Purchaser
may at its discretion cancel the shipment of merchandise. Supplier shall incur all costs pertaining to the canceled
shipment. Supplier agrees to retain all documentation related to merchandise sold to Purchaser for a period of
five (5) years. This includes, but is not limited to, records relating to the cost of production of the goods and their
components, and company records substantiating production of the goods at its facility or sub-contractor's
facility.

26. FOREIGN CORRUPT PRACTICES ACT: Supplier represents that neither it nor its agents, employees and
affiliates is a political candidate or an employee, officer, or representative of any government or any agency or
other instrumentality of any government, or of any political party. Supplier shall inform the Purchaser of any
change in such status or representation immediately. Supplier shall not, directly or indirectly, make any payment
or gift to any employee, officer, or representative of any government or governmental agency or political party or
political candidate or other instrumentality under circumstances where the payment or gift would constitute an
illegal payment or gratuity under the laws of the United States or of the laws of the Supplier's country. Violation
of such laws shall be grounds for immediate termination of this Purchase Order.

27. NOTICE. Any notices permitted or required hereunder shall be in writing and shall be effectively given if: (a)
delivered personally; (b) sent by prepaid courier service; (c) sent by registered mail; or (d) sent by prepaid
telecopier, telex or other similar means of electronic communication and confirmed by mailing the original
document so sent by prepaid on the same or following day. Notice to Purchaser shall be addressed as follows:
Wal-Mart Stores, Inc. 702 S.W. 8th St. Bentonville, AR 72716 Attn: Director of Direct Imports Department.
Notice to Supplier shall be addressed to the address as stated on the face of this purchase order. Any notice or
other communication delivered personally or by prepaid courier service shall be deemed to have been given and
received on the day it is so delivered at such address, provided that if such day is not a Business Day such notice
or other communication shall be deemed to have been given and received on the next following Business Day.
Any notice or other communication sent by registered mail shall be deemed to have been given and received on
the fifth Business Day following the date of mailing. Any notice or other communication transmitted by telecopier,
telex or other similar form of electronic communication shall be deemed given and received on the day of its
transmission provided that such day is a Business Day and such transmission is completed before 5:00 p.m. on
such day, failing which such noticed or other communication shall be deemed given and received on the first
Business Day after its transmission.

28. ENTIRE AGREEMENT: This Purchase Order with such documents as are expressly incorporated herein by
reference, including the Supplier Agreement, is intended by the parties as a final expression of their agreement
with respect to such terms as are included herein and is intended also as a complete and exclusive statement of
the terms of their agreement. No course of prior dealings between the parties and no usage of the trade shall be
relevant to determine the meaning of this Agreement.

Revised 8/25/99

                                                    Page 6 of 8


Supplier No. 138122 Department No.: 10 Effective Date: 3-7-2003

                                         WAL-MART STORES, INC.

                                     STANDARDS FOR "SUPPLIERS"

Wal-Mart Stores, Inc. ("Wal-Mart") has enjoyed success by adhering to three basic principles since its founding
in 1962. The FIRST PRINCIPLE is the concept of providing value and service to our customers by offering
quality merchandise at low prices every day. Wal-Mart has built the relationship with its customers on this basis,
and we believe it is a fundamental reason for the Company's rapid growth and success. The SECOND
PRINCIPLE is corporate dedication to a partnership between the Company's associates (employees),
ownership and management. This concept is extended to Wal-Mart's Suppliers who have increased their
business as Wal-Mart has grown. The THIRD PRINCIPLE is a commitment by Wal-Mart to the communities in
which stores and distribution centers are located.

Wal-Mart strives to conduct its business in a manner that reflects these three basic principles and the resultant
fundamental values. Each of our Suppliers, including our Suppliers outside the United States, are expected to
conform to those principles and values and to assure compliance in all contracting, subcontracting or other
relationships.

Since Wal-Mart believes that the conduct of its Suppliers can be transferred to Wal-Mart and affect its
reputation, Wal-Mart requires that its Suppliers conform to standards of business practices which are consistent
with the three principles described above. More specifically, Wal-Mart requires conformity from its Suppliers
with the following standards, and hereby reserves the right to make periodic, unannounced inspections of
Supplier Partner's facilities to satisfy itself of Supplier's compliance with these standards:

1. COMPLIANCE WITH APPLICABLE LAWS All Suppliers shall comply with the legal requirements and
standards of their Industry under the national laws of the countries in which the Suppliers are doing business,
including the labor and employment laws of those countries, and any applicable U.S. laws. Should the legal
requirements and standards of the industry conflict, Suppliers must, at a minimum, be in compliance with the legal
requirements of the country in which the products are manufactured. If, however, the industry standards exceed
the country's legal requirements, Wal-Mart will favor Suppliers who meet such industry standards. Suppliers shall
comply with all requirements of all applicable governmental agencies, Necessary invoices and required
documentation must be provided in compliance with the applicable law. Suppliers shall warrant to Wal-Mart that
no merchandise sold to Wal-Mart infringes the patents, trademarks or copyrights of others and shall provide to
Wal-Mart all necessary licenses for selling merchandise sold to Wal-Mart which is under license from a third
party. All merchandise shall be accurately marked or labeled with its country of origin in compliance with
applicable laws and including those of the country of manufacture. All shipments of merchandise will be
accompanied by the requisite documentation issued by the proper governmental authorities, including but not
limited to Form A's, import licenses, quota allocations and visas and shall comply with orderly marketing
agreements, voluntary restraint agreements and other such agreements in accordance with applicable law. The
commercial invoice shall, in English and in any other language deemed appropriate, accurately describe all the
merchandise contained in the shipment, identify the country of origin of each article contained in the shipment, and
shall list all payments, whether direct or indirect, to be made for the merchandise, including, but not limited to any
assets, selling commissions or royalty payments. Backup documentation, and any Wal-Mart required changes to
any documentation, will be provided by Suppliers promptly. Failure to supply complete and accurate information
may result in cancellation or rejection of the goods.

2. EMPLOYMENT Wal-Mart is a success because its associates are considered "partners" and a strong level of
teamwork has developed within the Company. Wal-Mart expects the spirit of its commitment to be reflected by
its Suppliers with respect to their employees. At a minimum, Wal-Mart expects its Suppliers to meet the following
terms and conditions of employment:

                                                COMPENSATION

Suppliers shall fairly compensate their employees by providing wages and benefits which are in compliance with
the national laws of the countries in which the Suppliers are doing business or which are consistent with the
prevailing local standards in the countries in which the Suppliers are doing business, if the prevailing local
standards are higher, Suppliers shall fully comply with the wage and hour provisions of the Fair Labor Standards
Act, if applicable, and shall use only subcontractors who comply with this law, if applicable.

                                               HOURS OF LABOR

Suppliers shall maintain reasonable employee work hours in compliance with local standards and applicable
national laws of the countries in which the Suppliers are doing business. Employees shall not work more hours in
one week than allowable under applicable law, and shall be properly compensated for overtime work. We favor
Suppliers who comply with the statutory requirements for working hours for employees and we will not use
suppliers who, on a regularly scheduled basis, require employees to work in excess of the statutory requirements
without proper compensation as required by applicable law. Employees should be permitted reasonable days off
(which we as at least one day off for every seven-day period) and leave privileges.

                                     FORCED LABOR/PRISON LABOR

Forced or prison labor will not be tolerated by Wal-Mart. Suppliers shall maintain employment on a voluntary
basis. Wal-Mart will not accept products from Suppliers who utilize in any manner forced labor or prison labor in
the manufacture or in their contracting, subcontracting or other relationships for the manufacture of their products.

                                                 CHILD LABOR

Wal-Mart will not tolerate the use of child labor in the manufacture of products it sells. Wal-Mart will not accept
products from Suppliers that utilize in any manner child labor in their contracting, subcontracting or other
relationships for the manufacture of their products. No person shall be employed at an age younger than 15 (or
14 where the law of the country of manufacture allows) or younger than the age for completing compulsory
education in the country of manufacture where such age is higher than 15.

                                   DISCRIMINATION/HUMAN RIGHTS

Wal-Mart recognizes that cultural differences exist and different standards apply in various countries, however,
we believe that all terms and conditions of employment should be based on an individual's ability to do the job,
not on the basis of personal characteristics or beliefs. Wal-Mart favors Suppliers who have a social and political
commitment to basic principles of human rights and who do not discriminate against their employees in hiring
practices or any other term or condition of work, on the basis of race, color, national origin, gender, religion,
disability, or other similar factors.

3. WORKPLACE ENVIRONMENT Wal-Mart maintains a safe, clean, healthy and productive environment for
its associates and expects the same from its Suppliers. Suppliers shall furnish employees with safe and healthy
working conditions. Factories working on Wal-Mart merchandise shall provide adequate medical facilities, fire
exits and safely equipment, well lighted and comfortable workstations, clean restrooms, and adequate living
quarters where necessary. Workers should be adequately trained to perform their jobs safely.

Wal-Mart will not do business with any Supplier that provides an unhealthy or hazardous work environment or
which utilizes mental or physical disciplinary practices.
4. CONCERN FOR THE ENVIRONMENT We believe it is our role to be a leader in protecting our
environment. We encourage our customers and associates to always Reduce, Reuse, and Recycle. We also
encourage our Suppliers to reduce excess packaging and to use recycled and non-toxic materials whenever
possible. We will favor Suppliers who share our commitment to the environment.

5. "BUY AMERICAN" COMMITMENT

Revised 8/25/99

                                                      Page 7 of 8


Wal-Mart has a strong commitment to buy as much merchandise made in the United States as feasible. Suppliers
are encouraged to buy as many materials and components from United States sources as possible and
communicate this information to Wal-Mart. Further, Suppliers are encouraged to establish U.S. manufacturing
operations.

6. REGULAR INSPECTION AND CERTIFICATION BY SUPPLIERS Supplier shall designate, on a copy
of the Wal-Mart Supplier Inspection and Certification Form, one or more of its officers to inspect each of its
facilities which produces merchandise sold to Wal-Mart. Such inspections shall be done on at least a quarterly
basis to insure compliance with the standards, terms and conditions set forth herein. The Supplier Officer
designated to perform such inspections shall certify to Wal-Mart following each inspection (i) that he or she
performed such inspection, and (ii) that the results reflected on such compliance inspection form are true and
correct.

All charges raised to the inspection and certification of such facilities shall be paid fully by the Supplier. Supplier
shall maintain the completed Inspection and Certification Forms on file at each facility and shall make the forms
readily accessible to Wal-Mart, its agents or employees when requested. Any Supplier which fails or refuses to
comply with these standards is subject to immediate cancellation of any and all outstanding orders, refusal or
return of any shipment, and termination of its business relationship with Wal-Mart.

7. RIGHT OF INSPECTION To further assure proper implementation of and compliance with the standards set
forth herein, Wal-Mart or a third party designated by Wal-Mart will undertake affirmative measures, such as on-
site inspection of production facilities, to implement and monitor said standards. Any Supplier which fails or
refuses to comply with these standards is subject to immediate cancellation of any and all outstanding orders,
refuse or return any shipment, and otherwise cease doing business with Wal-Mart.

8. CONFIDENTIALITY Supplier shall not at any time, during or after the term of this Agreement, disclose to
others and will not take or use for its own purposes or the purpose of others any trade secrets, confidential
information, knowledge, designs, data, know-how, or any other information considered logically as "confidential."
Supplier recognizes that this obligation applies not only to technical information, designs and marketing, but also
to any business information that Wal-Mart treats as confidential. Any information that is not readily available to
the public shall be considered to be a trade secret and confidential. Upon termination of this Agreement, for any
cause, Supplier shall return all items belonging to Wal-Mart and all copies of documents containing Wal-Mart's
trade secrets, confidential information, knowledge, data or know-how in Supplier's possession or under
Supplier's control.

9. WAL-MART GIFT AND GRATUITY POLICY Wal-Mart Stores, Inc. has a very strict policy which
forbids and prohibits the solicitation, offering or acceptance of any gifts, gratuities or any form of "pay off" or
facilitation fee as a condition of doing business with Wal-Mart; as a form of gratitude, or as an attempt to gain
favor or accept merchandise or services at a lesser degree than what was agreed. Wal-Mart believes in delivering
and receiving only the total quantity agreed.

Any Supplier, factory or manufacturer who violates such policy by offering or accepting any form of gift or
gratuity to any associate, employee, agent or affiliate of Wal-Mart Stores, Inc. will be subject to all loss of
existing and future business, regardless of whether the gift or gratuity was accepted. In addition, a Supplier,
factory or manufacturer who violates such policy, will be reported to the appropriate governmental authorities of
the Supplier's respective and affiliated countries.
Failure to report such information will result in severe action against such Supplier, trading company or factory
including but not limited to termination of all existing and future business relationships and monetary damages.

A copy of these Standards for Suppliers shall be posted in a location visible to all employees at all facilities that
manufacture products for Wal-Mart Stores, Inc.

Any person with knowledge of a violation of any of these standards by a Supplier or a Wal-Mart associate
should call 1-800-WM-ETHIC (1-800-863-8442) (in countries other than the United States, dial AT&T's
U.S.A. Direct Number first) or write to: Wal-Mart Stores, Inc., Business Ethics Committee, 702 SW 8th St.,
Bentonville, AR 72716-8095.

As an officer of ROCKFORD CORPORATION, a supplier of Wal-Mart, I have read the principles and terms
described in this document and understand my company's business relationship with Wal-Mart is based upon
said company being in full compliance with these principles and terms. I further understand that failure by a
Supplier to abide by any of the terms and conditions stated herein may result in the immediate cancellation by
Wal-Mart of all outstanding orders with that Supplier and refusal by Wal-Mart to continue to do business in any
manner with said Supplier. I am signing this statement, as a corporate representative of ROCKFORD CORP, to
acknowledge, accept and agree to abide by the standards, terms and conditions set forth in this Memorandum of
Understanding between my company and Wal-Mart. I hereby affirm that all actions, legal and corporate, to make
this Agreement binding and enforceable against ROCKFORD CORP. have been completed.

SUPPLIER COMPANY NAME,

            ADDRESS, TELEPHONE AND FAX NUMBER                    Signature: /s/ Jacqueline M. Mott
            ROCKFORD CORPORATION                                 Typed Name: Jacqueline M. Mott
            600 S. ROCKFORD DRIVE                                Title: Vice President
            TEMPE AZ 85281
            480-517-3032
            480-966-3983




                                                       (SEAL)

Revised 8/25/99

                                                     Page 8 of 8


                                                    Exhibit 10.59

FORM R 140, COMMERCIAL LEASE

This lease is made between DAVID & YVONNE CUNNINGHAM, of STW OK, herein called Lessor, and
AUDIO INNOVATIONS INC, of STW OK, herein called Lessee.

Lessee hereby offers to lease from Lessor the premises situated in the City of Stillwater, County of Payne, State
of OK, described as 2723 E 6th, upon the following TERMS and CONDITIONS:

1. TERM AND RENT. Lessor demises the above premises for a term of 7 years, commencing June 1, 1999,
and terminating on May 31, 2006, or sooner as provided herein at the annual rental of Thirty Six Thousand,
Dollars ($36,000), payable in equal installments in advance on the first day of each month for that month's rental,
during the term of this lease. All rental payments shall be made to Lessor, at the address specified above.
RENTAL SUBJECT TO INCREASE AT ANNUAL REVIEW.

2. USE. Lessee shall use and occupy the premises for business purposes. The premises shall be used for no other
purpose. Lessor represents that the premises may lawfully be used for such purpose.

3. CARE AND MAINTENANCE OF PREMISES. Lessee acknowledges that the premises are in good order
and repair, unless otherwise indicated herein. Lessee shall, at his own expense and at all times, maintain the
premises in good and safe condition, including plate glass, electrical wiring, plumbing and heating installations and
any other system or equipment upon the premises and shall surrender the same, at termination hereof, in as good
condition as received, normal wear and tear excepted. Lessee shall be responsible for all repairs required. Lessee
shall also maintain in good condition such portions adjacent to the premises, such as sidewalks, driveways, lawns
and shrubbery, which would otherwise be required to be maintained by Lessor. BUILDING TO BE
RETURNED TO ORIGINAL UTILITY AT END OF LEASE NEEDED.

4. ALTERATIONS. Lessee shall not, without first obtaining the written consent of Lessor, make any alterations,
additions, or improvements, in, to or about, the premises.

5. ORDINANCES AND STATUTES. Lessee shall comply with all statutes, ordinances and requirements of all
municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the
premises, occasioned by or affecting the use thereof by Lessee.

6. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this lease or sublet any portion of the premises
without prior written consent of the Lessor, which shall not be unreasonably withheld. Any such assignment or
subletting without consent shall be void and, at the option of the Lessor, may terminate this lease.

7. UTILITIES. All applications and connections for necessary utility services on the demised premises shall be
made in the name of Lessee only, and Lessee shall be solely liable for utility charges as they become due,
including those for sewer, water, gas, electricity, and telephone services.

8. ENTRY AND INSPECTION. Lessee shall permit Lessor or Lessor's agents to enter upon the premises at
reasonable times and upon reasonable notice, for the purpose of inspecting the same, and will permit Lessor at
any time within sixty
(60) days prior to the expiration of this lease, to place upon the premises any usual "To Let" or "For Lease" signs,
and permit persons desiring to lease the same to inspect the premises thereafter.

If Lessor is unable to deliver possession of the premises at the commencement hereof, Lessor shall not be liable
for any damage caused thereby, nor shall this lease be void or voidable, but Lessee shall not be liable for any rent
until possession is delivered. Lessee may terminate this lease if possession is not delivered within ________ days
of the commencement of the term hereof.

10. INDEMNIFICATION OF LESSOR. Lessor shall not be liable for any damage or injury to Lessee, or any
other person, or to any property, occurring on the demised premises or any part thereof, and Lessee agrees to
hold Lessor harmless from any claims for damages, no matter how caused.

11. INSURANCE. Lessee, at his expense, shall maintain plate glass and public liability insurance including bodily
injury and properly damage insuring Lessee and Lessor with minimum coverage as follows: Replacement Value

Lessee shall provide Lessor with a Certificate of Insurance showing Lessor as additional insured. The Certificate
shall provide for a ten-day written notice to Lessor in the event of cancellation or material change of coverage. To
the maximum extent permitted by insurance policies which may be owned by Lessor or Lessee, Lessee and
Lessor, for the benefit of each other, waive any and all rights of subrogation which might otherwise exist.

12. EMINENT DOMAIN. If the premises or any part thereof or any estate therein, or any other part of the
building materially affecting Lessee's use of the premises, shall be taken by eminent domain, this lease shall
terminate on the date when title vests pursuant to such taking. The rent, and any additional rent, shall he
apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to
Lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but
Lessee may file a claim for any taking of fixtures and improvements owned by Lessee, and for moving expenses.



13. DESTRUCTION OF PREMISES. In the event of a partial destruction of the premises during the term
hereof, from any cause. Lessor shall forthwith repair the same, provided that such repairs can be made within
sixty (60) days under existing governmental laws and regulations, but such partial destruction shall not terminate
this lease. except that Lessee shall be entitled to a proportionate reduction or rent while such repairs are being
made, based upon the extent to which the making of such repairs shall interfere with the business of Lessee on the
premises. If such repairs cannot be made within said sixty (60) days. Lessor, at his option, may make the same
within a reasonable time, this lease continuing in effect with the rent proportionately abated as aforesaid, and in
the event that Lessor shall not elect to make such repairs which cannot be made within sixty (60) days, this lease
may be terminated at the option of either party. In the event that the building in which the demised premises may
be situated is destroyed to an extent of not less than one-third of the replacement costs thereof. Lessor may elect
to terminate this lease whether the demised premises be injured or not. A total destruction of the building in which
the premises may be situated shall terminate this lease.

14. LESSOR'S REMEDIES ON DEFAULT. If Lessee defaults in the payment of rent, or any additional rent, or
defaults in the performance of any of the other covenants or conditions hereof, lessor may give Lessee notice of
such default and if Lessee does not cure any such default within 30 days, after the giving of such notice (or if such
other default is of such nature that it cannot be completely cured within such period, if Lessee does not
commence such curing within such 30 days and thereafter proceed with reasonable diligence and in good faith to
cure such, default), then Lessor may terminate this lease on not less than 10 days' notice to Lessee. On the date
specified in such notice the term of this lease shall terminate, and Lessee shall then quit and surrender the
premises to Lessor, but Lessee shall remain liable as hereinafter provided. If this lease shall have been so
terminated by Lessor, Lessor may at any time thereafter resume possession of the premises by any lawful means
and remove Lessee or other occupants and their effects.

15. SECURITY DEPOSIT. Lessee shall deposit with Lessor on the signing of this lease the sum of
________________________ Dollars ($______0) as security for the performance of Lessee's obligations
under this lease, including without limitation the surrender of possession of the premises to Lessor as herein
provided. If Lessor applies any part of the deposit to cure any default of Lessee. Lessee shall on demand deposit
with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times during the term of
this lease.

16. TAX INCREASE. LESSEE RESPONSIBLE FOR ALL TAXES.

17. In the event the demised premises are situated in a shopping center or in a commercial building in which there
are common areas. Lessee agrees to pay his pro-rata share of maintenance, taxes, and insurance for the common
area.

18. ATTORNEY'S FEES. In case suit should be brought for recovery of the premises, or for any sum due
hereunder, or because of any act which may arise out of the possession of the premises, by either party, the
prevailing party shall be entitled to all costs incurred in connection with such action, including a reasonable
attorney's fee.

19. WAIVER. No failure of Lessor to enforce any term hereof shall be deemed to be a waiver.

20. NOTICES. Any notice which either party may or is required to give, shall be given by mailing the same,
postage prepaid, to Lessee at the premises, or Lessor at the address shown below, or at such other places as
may be designated by the parties from time to time.

21. HEIRS, ASSIGNS, SUCCESSORS. This lease is binding upon and inures to the benefit of the heirs, assigns
and successors in interest to the parties.

Provided that Lessee is not in default in the performance of this lease. Lessee shall have the option to renew the
lease for an additional term of____________months commencing at the expiration of the initial lease term. All of
the terms and conditions of the lease shall apply during the renewal term except that the monthly rent shall be the
sum of $____________________. The option shall he exercised by written notice given to Lessor not less
than____________days prior to the expiration of the initial lease term. If notice is not given in the manner
provided herein within the time specified, this option shall expire.

23. SUBORDINATION. This lease is and shall be subordinated to all existing and future liens and
encumbrances against the property.

24. ENTIRE AGREEMENT. The foregoing constitutes the entire agreement between the parties and may be
modified only by a writing signed by both parties. The following Exhibits, if any, have been made a part of this
lease before the parties' execution hereof:
                                       Signed this 1st day of June, 1999

            AUDIO INNOVATIONS INC                                    DAVID CUNNINGHAM

            By:/s/ DAVID CUNNINGHAM                                  By:/s/ DAVID CUNNINGHAM
               ----------------------                                   ----------------------
            Lessee                                                   Lessor

                                                                               (C) E-Z LEGAL FORMS




Before you use this form, read it, fill in all blanks, and make whatever changes are necessary to your particular
transaction. Consult a lawyer if you doubt the form's fitness for your purpose and use. E-Z Legal Forms and the
retailer make no representation or warranty, express or implied, with respect to the merchantability of this form
for an intended use or purpose.



                                            CB RICHARD ELLIS

                   AMENDMENT TO STANDARD INDUSTRIAL COMMERCIAL
                               MULTI-TENANT-GROSS

This Amendment to Lease dated, as of December 8, 2003, is entered into by and between David and Yvonne
Cunningham ("Lessor"), and Rockford Corporation, an Arizona Corporation, successor in interest to Audio
Innovations, Inc. ("Lesser"), with reference to the following facts:

A. Lessor and Lessee entered into a Standard Industrial Commercial Multi-Tenant Lease Gross dated June 1,
1999 (the "Lease") which affects certain leasable space designated as approximately 32,050 square feet located
at 2723 East 6th Street, Stillwater, Oklahoma.

B. The Lease is in full force and effect, and neither Lessee nor Lessor has actual knowledge of any default or
breach by the other under the Lease.

C. Lessor and Lessee desire to amend the Lease as provided in this Amendment.

NOW, THEREFORE FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Lessor and Lessee hereby agree as follows:

                                          ARTICLE 1 - Amendments

1.1 Beginning January 1, 2004 through December 31, 2004, the annual base rent payable shall be Sixty-six
Thousand Nine Hundred Eighty-four and No/100 Dollars ($66,984,00) per year (equivalent to $2.09 per square
foot) plus estimated Common Area Operating Expenses, subject to change, plus applicable sales taxes, subject
to change, and other sums which may be due under the terms of the Lease. The rental obligation will increase 3%
annually thereafter thus removing the need to annually review the rental obligation for adjustment purposes.

1.2 So long as Lessee if not in default of any part of the Lease, Lessee shall have the option to terminate the
Lease at any time with Ninety (90) days prior written notice. If exercised, Lessee agrees to pay, on or before the
date it vacates the premises, one-half of the remaining net rental consideration Lessee's payment of same shall
relieve Lessee of any and all obligations regarding the Lease.

                                      ARTICLE 2 - General Provisions

2.1 The effective date of this Amendment shall be December 8, 2003.

2.2 The Lease, as amended by this Amendment, is hereby confirmed. All other terms and conditions of the Lease
shall remain in full force and effect. In the event of a conflict between the terms and provisions of the Lease and
this Amendment, this Amendment shall control.
IN WITNESS WHEREOF, this Amendment has been executed as of the date first above set forth.

          LESSEE: Rockford Corporation, an                      LESSOR: David and Yvonne Cunningham
          Arizona Corporation

          By: /s/ David Richards                                By: /s/ David Cunningham
              -------------------------                             -------------------------
          Its:                                                  Its: Owner

                                                                By: /s/ Yvonne Cunningham
                                                                    -------------------------
                                                                Its: Owner




FORM R140 COMMERCIAL LEASE

This lease is made between DAVID & YVONNE CUNNINGHAM of STW OK, herein called Lessor, and
AUDIO INNOVATIONS INC. of STW OK, herein called Lessee.

Lessee hereby offers to lease from Lessor the premises situated in the City of Stillwater County of Payne, State
of OK, described as 2811 E. 6th, upon the following TERMS and CONDITIONS:

1. TERM AND RENT. Lessor demises the above premises for a term of 7 years, commencing June 1, 1999,
and terminating on May 31, 2006, or sooner as provided herein at the annual rental of Fourteen thousand four
hundred Dollars ($14,400), payable in equal installments in advance on the first day of each month for that
month's rental, during the term of this lease. All rental payments shall be made to Lessor, at the address specified
above. RENTAL SUBJECT TO INCREASE AT ANNUAL REVIEW.

2. USE. Lessee shall use and occupy the premises for business purposes. The premises shall be used for no other
purpose. Lessor represents that the premises may lawfully be used for such purpose.

3. CARE AND MAINTENANCE OF PREMISES. Lessee acknowledges that the premises are in good order
and repair, unless otherwise indicated herein. Lessee shall, at his own expense and at all times, maintain the
premises in good and safe condition, including plate glass, electrical wiring, plumbing and heating installations and
any other system or equipment upon the premises and shall surrender the same, at termination hereof, in as good
condition as received, normal wear and tear excepted. Lessee shall be responsible for all repairs required, Lessee
shall also maintain in good condition such portions adjacent to the premises, such as sidewalks, driveways, lawns
and shrubbery, which would otherwise be required to be maintained by Lessor.

4. ALTERATIONS. Lessee shall not, without first obtaining the written consent of Lessor, make any alterations,
additions, or improvements, in, to or about the premises. LESSEE WILL RETURN BUILDING TO
ORIGINAL UTILITY AT END OF LEASE IF NECESSARY.

5. ORDINANCES AND STATUTES. Lessee shall comply with all statutes, ordinances and requirements of all
municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the
premises, occasional by or affecting the use thereof by Lessee.

6. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this lease or sublet any portion of the premises
without prior written consent of the Lessor, which shall not be unreasonably withheld. Any such assignment or
subletting without consent shall be void and, at the option of the Lessor, may terminate this lease.

7. UTILITIES. All applications and connections for necessary utility services on the demised premises shall be
made in the name of Lessee only, and Lessee shall be solely liable for utility charges as they become due,
including those for sewer, water, gas, electricity, and telephone services.

8. ENTRY AND INSPECTION. Lessee shall permit Lessor or Lessor's agents to enter upon the premises at
reasonable times and upon reasonable notice, for the purpose of inspecting the same, and will permit Lessor at
any time within sixty
(60) days prior to the expiration of this lease, to place upon the premises any usual "To Let" or "For Lease" signs,
and permit persons desiring to lease the same to inspect the premises thereafter.

If Lessor is unable to deliver possession of the premises at the commencement hereof, Lessor shall not be liable
for any damage caused thereby, nor shall this lease be void or voidable, but Lessee shall not be liable for any rent
until possession is delivered. Lessee may terminate this lease if possession is not delivered
within__________________days of the commencement of the term hereof.

10. INDEMNIFICATION OF LESSOR. Lessor shall not be liable for any damage or injury to Lessee, or any
other person, or to any property, occurring on the demised premises or any part thereof, and Lessee agrees to
hold Lessor harmless from any claims for damages, no matter how caused.

11. INSURANCE. Lessee, at his expense, shall maintain plate glass and public liability insurance including bodily
injury and property damage insuring Lessee and Lessor with minimum coverage as follows: Replacement Value.

Lessee shall provide Lessor with a Certificate of Insurance showing Lessor as additional insured. The Certificate
shall provide for a ten-day written notice to Lessor in the event of cancellation or material change of coverage. To
the maximum extent permitted by insurance policies which may be owned by Lessor or Lessee, Lessee and
Lessor, for the benefit of each other, waive any and all rights of subrogation which might otherwise exist.

12. EMINENT DOMAIN. If the premises or any part thereof or any estate therein, or any other part of the
building materially affecting Lessee's use of the premises, shall be taken by eminent domain, this lease shall
terminate on the date when title vests pursuant to such taking. The rent, and any additional rent, shall be
apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to
Lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but
Lessee may file a claim for any taking of fixtures and improvements owned by Lessee, and for moving expenses.



13. DESTRUCTION OF PREMISES. In the event of a partial destruction of the premises during the term
hereof, from any cause, Lessor shall forthwith repair the same, provided that such repairs can be made within
sixty (60) days under existing governmental laws and regulations, but such partial destruction shall not terminate
this lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being
made, based upon the extent to which the making of such repairs shall interfere with the business of Lessee on the
premises. If such repairs cannot be made within said sixty (60) days, Lessor, at his option, may make the same
within a reasonable time, this lease continuing in effect with the rent proportionately abated as aforesaid, and in
the event that Lessor shall not elect to make such repairs which cannot be made within sixty (60) days, this lease
may be terminated at the option of either party. In the event that the building in which the demised premises may
be situated is destroyed to an extent of not less than one-third of the replacement costs thereof. Lessor may elect
to terminate this lease whether the demised premises be injured or not. A total destruction of the building in which
the premises may be situated shall terminate this lease.

14. LESSOR'S REMEDIES ON DEFAULT. If Lessee defaults in the payment of rent, or any additional rent, or
defaults in the performance of any of the other covenants or conditions hereof, Lessor may give Lessee notice of
such default and if Lessee docs not cure any such default within 30 days, after the giving of such notice (or if such
other default is of such nature that it cannot be completely cured within such period, if Lessee docs not
commence such curing within such 30 days and thereafter proceed with reasonable diligence and in good faith to
cure such default), then Lessor may terminate this lease on not less than 10 days' notice to Lessee. On the date
specified in such notice the term of this lease shall terminate, and Lessee shall then quit and surrender the
premises to Lessor, but Lessee shall remain liable as hereinafter provided. If this lease shall have been so
terminated by Lessor, Lessor may at any time thereafter resume possession of the premises by any lawful means
and remove Lessee or other occupants and their effects.

15. SECURITY DEPOSIT. Lessee shall deposit with Lessor on the signing of this lease the sum of
________________ Dollars ($_______________________) as security for the performance of Lessee's
obligations under this lease, including without limitation the surrender of possession of the premises to Lessor as
herein provided. If Lessor applies any part of the deposit in cure any default of Lessee. Lessee shall on demand
deposit with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times during the
term of this lease.
16. TAX INCREASE. LESSEE RESPONSIBLE FOR ALL TAXES:

In the event the demised premises are situated in a shopping center or in a commercial building in which there are
common areas. Lessee agrees to pay his pro-rata share of maintenance, taxes, and insurance for the common
area.

18. ATTORNEY'S FEES. In case suit should be brought for recovery of the premises, or for any sum due
hereunder, or because of any act which may arise out of the possession of the premises, by either party, the
prevailing party shall be entitled to all costs incurred in connection with such action, including a reasonable
attorney's fee.

19. WAIVER. No failure of Lessor to enforce any term hereof shall be deemed to be a waiver.

20. NOTICES. Any notice which either party may or is required to give, shall be given by mailing the same,
postage prepaid, to Lessee at the premises, or Lessor at the address shown below, or at such other places as
may be designated by the parties from time to time.

21. HEIRS, ASSIGNS, SUCCESSORS. This lease is binding upon and inures to the

Provided that Lessee is not in default in the performance of this lease. Lessee shall have the option to renew the
lease for an additional term of ____________ months commencing at the expiration of the initial lease term. All
of the terms and conditions of the lease shall apply during the renewal term except that the monthly rent shall be
the sum of $___________. The option shall be exercised by written notice given to Lessor not less than
_________ days prior to the expiration of the initial lease term. If notice is not given in the manner provided
herein within the time specified, this option shall expire.

23. SUBORDINATION. This lease is and shall be subordinated to all existing and feature liens and
encumbrances against the property.

24. ENTIRE AGREEMENT. The foregoing constitutes the entire agreement between the parties and may be
modified only by a writing signed by both parties. The following Exhibits, if any have been made a part of this
lease before the parties execution hereof;

                                        Signed this 1 day of June, 1999.

AUDIO INNOVATIONS INC.

          By: /s/ DAVID CUNNINGHAM                                    BY: /s/ DAVID CUNNINGHAM
              ------------------------                                    --------------------------

          Lessee                                                      Lessee

                                                                                   (R) E-Z LEGAL FORMS




Before you use this form, read it, fill in all blanks, and make whatever changes are necessary to your particular
transaction. Consult a lawyer if you doubt the form's fitness for your purpose and use. E-Z Legal Forms and the
retailer make no representation or warranty, express or implied, with respect to the merchantability of this form
for an intended use or purpose.



                                             CB RICHARD ELLIS

                   AMENDMENT TO STANDARD INDUSTRIAL COMMERCIAL
                               MULTI-TENANT-GROSS

This Amendment to Lease dated, as of December 8, 2003, is entered into by and between David and Yvonne
Cunningham ("Lessor"), and Rockford Corporation, in Arizona Corporation, successor in interest to Audio
Innovations, Inc. ("Lessee"), with reference to the following facts:
A. Lessor and Lessee entered into a Standard Industrial Commercial Multi-Tenant Lease Gross dated June 1,
1999, (the "Lease") which affects certain leasable space designated as approximately 8,250 square feet located
at 2811 East 6th Street, Stillwater, Oklahoma.

B. The Lease is in full force and effect, and neither Lessee nor Lessor his actual knowledge of any default or
breach by the other under the Lease.

C. Lessor and Lessee desire to amend the Lease as provided in this Amendment.

NOW, THEREFORE FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Lessor and Lessee hereby agree as follows:

                                          ARTICLE 1 - Amendments

1.1 Beginning January 1, 2004 through December 31, 2004, the annual base rent payable shall be Twenty
Thousand Six Hundred Twenty-five and No/100 Dollars ($20,625.00) per year (equivalent to $2.50 per square
foot) plus estimated Common Area Operating Expenses, subject to change, plus applicable sales taxes, subject
to change, and other sums which may be due under the terms of the Lease. The rental obligation will increase 3%
annually thereafter thus removing the need to annually review the rental obligation for adjustment purposes.

1.2 So long as Lessee is not in default of any part of the Lease, Lessee shall have the option to terminate the
Lease at any time with Ninety (90) days prior written notice. If exercised, Lessee agrees to pay, on or before the
date it vacates the promises, one-half of the remaining net rental consideration. Lessee's payment of same shall
relieve Lessee of any and all obligations regarding the Lease.

                                      ARTICLE 2 - General Provisions

2.1 The effective date of this Amendment shall be December 8, 2003.

2.2 The Lease, as amended by this Amendment, is hereby confirmed. All other terms and conditions of the Lease
shall remain in full force and effect. In the event of a conflict between the terms and provisions of the Lease and
this Amendment, this Amendment shall control.

IN WITNESS WHEREOF, this Amendment has been executed as of the date first above set forth.

           LESSEE: Rockford Corporation, an                  LESSOR: David and Yvonne Cunningham
           Arizona Corporation

           By: /s/ David Richards                            By: /s/ David Cunningham
               ---------------------                             -----------------------
           Its:                                              Its: Owner

                                                             By: /s/ Yvonne Cunningham
                                                                 -----------------------
                                                             Its: Owner




Form R140 COMMERCIAL LEASE

This lease is made between DAVID & YVONNE CUNNINGHAM, of STILLWATER OKLA, herein called
Lessor, and AUDIO INNOVATIONS INC, of STW, OKLA., herein called Lessee.

Lessee hereby offers to lease from Lessor the premises situated in the City of Stillwater County of Payne, State
of OKLA, described as 2805 EAST 6th upon the following TERMS and CONDITIONS:

1. TERM AND RENT. Lessor demises the above premises for a term of 7 years, commencing June 1, 1999,
and terminating on May 31, 2006, or sooner as provided herein at the annual rental of Twenty one thousand six
hundred Dollars ($ 21,600), Payable in equal installments in advance on the first day of each month for that
month's rental, during the term of this lease. All rental payments shall be made to Lessor, at the address specified
above. RENTAL SUBJECT TO INCREASE AT ANNUAL REVIEW.

2. USE. Lessee shall use and occupy the premises for Business Purposes. The premises shall be used for no
other purpose. Lessor represents that the premises may lawfully be used for such purpose.

3. CARE AND MAINTENANCE OF PREMISES. Lessee acknowledges that the premises are in good order
and repair, unless otherwise indicated herein. Lessee shall, at his own expense and at all times, maintain the
premises in good and safe condition, including plate glass, electrical wiring, plumbing and heating installations and
any other system or equipment upon the premises and shall surrender the same, at termination hereof, in as good
condition as received, normal wear and tear excepted. Lessee shall be responsible for all repairs required, Lessee
shall also maintain in good condition such portions adjacent to the premises, such as sidewalks, driveways, lawns
and shrubbery, which would otherwise be required to be maintained by Lessor.

4. ALTERATIONS. Lessee shall not, without first obtaining the written consent of Lessor, make any
alternations, additions, or improvements, in, to or about the premises. LESSEE WILL RETURN BUILDING
TO ORIGINAL UTILITY AT END OF LEASE IF NECESSARY.

5. ORDINANCES AND STATUTES. Lessee shall comply with all statutes, ordinances and requirements of all
municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the
premises, occasioned by or affecting the use thereof by Lessee.

6. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this lease or sublet any portion of the premises
without prior written consent of the Lessor, which shall not be unreasonably withheld. Any such assignment or
subletting without consent shall be void and, at the option of the Lessor, may terminate this lease.

7. UTILITIES. All applications and connections for necessary utility services on the demised premises shall be
made in the name of Lessee only, and Lessee shall be solely liable for utility charges as they become due,
including those for sewer, water, gas, electricity, and telephone services.

8. ENTRY AND INSPECTION. Lessee shall permit Lessor or Lessor's agents to enter upon the premises at
reasonable times and upon reasonable notice, for the purpose of inspecting the same, and will permit Lessor at
any time within sixty
(60) days prior to the expiration of this lease, to place upon the premises any usual "To Let" or "For Lease" signs,
and permit persons desiring to lease the same to inspect the premises thereafter.

If Lessor is unable to deliver possession of the premises at the commencement hereof, Lessor shall not be liable
for any damage caused thereby, nor shall this lease be void or voidable, but Lessee shall not be liable for any rent
until possession is delivered. Lessee may terminate this lease if possession is not delivered within ___________
days of the commencement of the term hereof.

10. INDEMNIFICATION OF LESSOR. Lessor shall not be liable for any damage or injury to Lessee, or any
other person, or to any property, occurring on the demised premises or any part thereof, and Lessee agrees to
hold Lessor harmless from any claims for damages, no matter how caused.

11. INSURANCE. Lessee, at his expense, shall maintain plate glass and public liability insurance including bodily
injury and property damage insuring Lessee and Lessor with minimum coverage as follows: Replacement Value.

Lessee shall provide Lessor with a Certificate of Insurance showing Lessor as additional insured. The Certificate
shall provide for a ten-day written notice to Lessor in the event of cancellation or material change of coverage. To
the maximum extent permitted by insurance policies which may be owned by Lessor or Lessee, Lessee and
Lessor, for the benefit of each other, waive any and all rights of subrogation which might otherwise exist.

12. EMINENT DOMAIN. If the premises or any part thereof or any estate therein, or any other part of the
building materially affecting Lessee's use of the premises, shall be taken by eminent domain, this lease shall
terminate on the date when title vests pursuant to such taking. The rent, and any additional rent, shall be
apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to
Lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but
Lessee may file a claim for any taking of fixtures and improvements owned by Lessee, and for moving expenses.
13. DESTRUCTION OF PREMISES. In the event of a partial destruction of the premises during the term
hereof, from any cause, Lessor shall forthwith repair the same, provided that such repairs can be made within
sixty (60) days under existing governmental laws and regulations, but such partial destruction shall not terminate
this lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being
made, based upon the extent to which the making of such repairs shall interfere with the business of Lessee on the
premises. If such repairs cannot be made within said sixty (60) days, Lessor, at his option, may make the same
within a reasonable time, this lease continuing in effect with the rent proportionately abated as aforesaid, and in
the event that Lessor shall not elect to make such repairs which cannot be made within sixty (60) days, this lease,
may be terminated at the option of either party. In the event that the building in which the demised premises may
be situated is destroyed to an extent of not less than one-third of the replacement costs thereof. Lessor may elect
to terminate this lease whether the demised premises be injured or not. A total destruction of the building in which
the premises may be situated shall terminate this lease.

14. LESSOR'S REMEDIES ON DEFAULT. If Lessee defaults in the payment of rent, or any additional rent, or
defaults in the performance of any of the other covenants or conditions hereof, Lessor may give Lessee notice of
such default and if Lessee does not cure any such default within 30 days, after the giving of such notice (or if such
other default is of such nature that it cannot be completely cured within such period, if Lessee does not
commence such curing within such 30 days and thereafter proceed with reasonable diligence and in good faith to
cure such default), then Lessor may terminate this lease on not less than 10 days' notice to Lessee. On the date
specified in such notice the term of this lease shall terminate, and Lessee shall then quit and surrender the
premises to Lessor, but Lessee shall remain liable as hereinafter provided. If this lease shall have been so
terminated by Lessor, Lessor may at any time thereafter resume possession of the premises by any lawful means
and remove Lessee or other occupants and their effects.

15. SECURITY DEPOSIT. Lessee shall deposit with Lessor on the signing of this lease the sum of
______________ Dollars ($ (Phai)) as security for the performance of Lessee's obligations under this lease,
including without limitation the surrender of possession of the premises to Lessor as herein provided. If Lessor
applies any part of the deposit to cure any default of Lessee. Lessee shall on demand deposit with Lessor the
amount so applied so that Lessor shall have the full deposit on hand at all times during the term of this lease.

16. TAXES LESSEE IS RESPONSIBLE FOR ALL PROPERTY TAXES the event the demised premises are
situated in a shopping center or in a commercial building in which there are common areas. Lessee agrees to pay
his pro-rata share of maintenance, taxes, and insurance for the common area.

18. ATTORNEY'S FEES. In case suit should be brought for recovery of the premises, or for any sum due
hereunder, or because of any act which may arise out of the possession of the premises, by either party, the
prevailing party shall be entitled to all costs incurred in connection with such action, including a reasonable
attorney's fee.

19. WAIVER. No failure of Lessor to enforce any term hereof shall be deemed to be a waiver.

20. NOTICES. Any notice which either party may or is required to give, shall be given by mailing the same,
postage prepaid, to Lessee at the premises, or Lessor at the address shown below, or at such other places as
may be designated by the parties from time to time.

21. HEIRS, Assigns, Successors. This lease is binding upon and inures to the benefit of the heirs, assigns and
successors in interest to the parties.

that Lessee is not in default in the performance of this lease, Lessee shall have the option to renew the lease for an
additional term of _______________ months commencing at the expiration of the initial lease term. All of the
terms and conditions of the lease shall apply during the renewal term except that the monthly rent shall be the sum
of $________ . The option shall be exercised by written notice given to Lessor not less than _________ days
prior to the expiration of the initial lease term. If notice is not given in the manner provided herein within the time
specified, this option shall expire.

23. SUBORDINATION. This lease is and shall be subordinated to all existing and future liens and
encumbrances against the property.
24. ENTIRE AGREEMENT. The foregoing constitutes the entire agreement between the parties and may be
modified only by a writing signed by both parties. The following Exhibits, if any have been made a part of this
lease before the parties, execution hereof;

                                      Signed this 1st day of JUNE, 1999.

          AUDIO INNOVATIONS INC.                         DAVID CUNNINGHAM

          By: /s/ DAVID CUNNINGHAM                       By: /s/ DAVID CUNNINGHAM
              -----------------------                        ------------------------
          Lessee                                         Lessor

                                                                                  (C) E-Z LEGAL FORMS




Before you use this form, read it, fill in all blanks, and make whatever changes are necessary to your particular
transaction. Consult a lawyer if you doubt the form's fitness for your purpose and use. E-Z Legal Forms and the
retailer make no representation or warranty, express or implied, with respect to the merchantability of this form
for an intended use or purpose.



                                             CB RICHARD ELLIS

                   AMENDMENT TO STANDARD INDUSTRIAL COMMERCIAL
                               MULTI-TENANT-GROSS

This Amendment to Lease dated as of December 8, 2003 is entered into by and between David and Yvonne
Cunningham ("Lessor"), and Rockford Corporation, an Arizona Corporation, successor in interest to Audio
Innovations, Inc. ("Lessee"), with reference to the following facts:

A. Lessor and Lessee entered into a Standard Industrial Commercial Multi-Tenant Lease Gross dated June 1,
1999 (the "Lease") which affects certain leasable space designated as approximately 12,200 square feet located
at 2805 East 6th Street, Stillwater, Oklahoma.

B. The Leasa is in full force and effect, and neither Lessee nor Lessor his actual knowledge of any default or
breach by the other under the Lease.

C. Lessor and Lessee desire to amend the Lease as provided in this Amendment.

NOW, THEREFORE FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Lessor and Lessee hereby agree as follows;

                                          ARTICLE 1 - Amendments

1.1 Beginning January 1, 2004 through December 31, 2004, the annual base rent payable shall be Forty-two
Thousand Seven Hundred Twenty-five and No/100 Dollars ($42,700.00) per year (equivalent to $3.50 per
square foot) plus estimated Common Area Operating Expenses, subject to change, plus applicable sales taxes,
subject to change, and other sums which may be due under the terms of the Lease. The rental obligation will
increase 3% annually thereafter thus removing the need to annually review the rental obligation for adjustment
purposes.

1.2 So long as Lessee is not in default of any part of the Lease, Lessee shall have the option to terminate the
Lease at any time with Ninety (90) days prior written notice. If exercised, Lessee agrees to pay, on or before the
date it vacates the promises, one-half of the remaining net rental consideration. Lessee's payment of same shall
relieve Lessee of any and all obligations regarding the Lease.

                                      ARTICLE 2 - General Provisions
2.l The effective date of this Amendment shall be December 8, 2003.

2.2 The Lease, as amended by this Amendment, is hereby confirmed. All other terms and conditions of the Lease
shall remain in full force and effect. In the event of a conflict between the terms and provisions of the Lease and
this Amendment, this Amendment shall control.

IN WITNESS WHEREOF, this Amendment has been executed as of the date first above set forth.

          LESSEE: Rockford Corporation, an                      LESSOR: David and Yvonne Cunningham
          Arizona Corporation



          By: /s/ David Richards                                By: /s/ David Cunningham
              --------------------                                  -----------------------
          Its:                                                  Its: OWNER

                                                                By: /s/ Yvonne Cunningham
                                                                    -----------------------
                                                                Its: OWNER




                                                 EXHIBIT 10.60

FORM R140 COMMERCIAL LEASE

This lease is made between Wm Basore of STW OK herein called Lessor, and AUDIO INNOVATIONS INC.
of STW OK herein called Lessee.

Lessee hereby offers to lease from Lessor the premises situated in the City of STW County of Payne, State of
OK described as 2817 E. 6th, upon the following TERMS and CONDITIONS:

1. TERM AND RENT. Lessor demises the above premises for a term of 7 years, commencing June 1, 1999 and
terminating on May 31, 19 2006, or sooner as provided herein at the annual rental of. Twenty eight thousands
eight hundreds Dollars ($ 28,800), payable in equal instalments in advance on the first day of each month for that
month's rental, during the term of this lease. All rental payments shall be made to Lessor, at the address specified
above. RENT SUBJECT TO INCREASE AT ANNUAL REVIEW.

2. USE. Lessee shall use and occupy the premises for business purpose. The premises shall be used for no other
purpose. Lessor represents that the premises may lawfully be used for such purpose.

3. CARE AND MAINTENANCE OF PREMISES. Lessee acknowledges that the premises are in good order
and repair, unless otherwise indicated herein. Lessee shall, at his own expense and at all times, maintain the
premises in good and safe condition, including plate glass, electrical wiring, plumbing and heating installations and
any other system or equipment upon the premises and shall surrender the same, at termination hereof, in as good
condition as received, normal wear and tear excepted. Lessee shall be responsible for all repairs required, Lessee
shall also maintain in good condition such portions adjacent to the premises, such as sidewalks, driveways, lawns
and shrubbery, which would otherwise be required to be maintained by Lessor.

4. ALTERATIONS. Lessee shall not, without first obtaining the written consent of Lessor, make any alteration,
additions, or improvements, in, to or about the premises. LESSEE WILL RETURN BUILDING TO
ORIGINAL UTILITY AT END OF LEASE IF NECESSARY.

5. ORDINANES AND STATUTES. Lessee shall comply with all statutes, ordinances and requirements of all
municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the
premises, occasional by or affecting the use thereof by Lessee.

6. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this lease or sublet any portion of the premises
without prior written consent of the Lessor, which shall not be unreasonably withheld. Any such assignment or
subletting without consent shall be void and, at the option of the Lessor, may terminate this lease.
7. UTILITIES. All applications and connections for necessary utility services on the demised premises shall be
made in the name of Lessee only, and Lessee shall be solely liable for utility charges as they become due,
including those for sewer, water, gas, electricity, and telephone services.

8. ENTRY AND INSPECTION. Lessee shall permit Lessor or Lessor's agents to enter upon the premises at
reasonable times and upon reasonable notice, for the purpose of inspecting the same, and will permit Lessor at
any time within sixty
(60) days prior to the expiration of this lease, to place upon the premises any usual "To Let" or "For Lease" signs,
and permit persons desiring to lease the same to inspect the premises thereafter.

If Lessor is unable to deliver possession of the premises at the commencement hereof, Lessor shall not be liable
for any damage caused thereby, nor shall this lease be void or voidable, but Lessee shall not be liable for any rent
until possession is delivered. Lessee may terminate this lease if possession is not delivered within _______ days
of the commencement of the term hereof.

10. INDEMNIFICATION OF LESSOR. Lessor shall not be liable for any damage or injury to Lessee, or any
other person, or to any property, occurring on the demised premises or any part thereof, and Lessee agrees to
hold Lessor harmless from any claims for damages, no matter how caused.

11. INSURANCE. Lessee, at his expense, shall maintain plate glass and public liability insurance including bodily
injury and property damage insuring Lessee and Lessor with minimum coverage as follows: REPLACEMENT
VALUE.

Lessee shall provide Lessor with a Certificate of Insurance showing Lessor as additional insured. The Certificate
shall provide for a ten-day written notice to Lessor in the event of cancellation or material change of coverage. To
the maximum extent permitted by insurance policies which may be owned by Lessor or Lessee, Lessee and
Lessor, for the benefit of each other, waive any and all rights of subrogation which might otherwise exist.

12. EMINENT DOMAIN. If the premises or any part thereof or any estate therein, or any other part of the
building materially affecting Lessee's use of the premises, shall be taken by eminent domain, this lease shall
terminate on the date when title vests pursuant to such taking. The rent, and any additional rent, shall be
apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to
Lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but
Lessee may file a claim for any taking of fixtures and improvements owned by Lessee, and for moving expenses.



13. DESTRUCTION OF PREMISES. In the event of a partial destruction of the premises during the term
hereof, from any cause, Lessor shall forthwith repair the same, provided that such repairs can he made within
sixty (60) days under existing governmental laws and regulations, but such partial destruction shall not terminate
this lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being
made, based upon the extent to which the making of such repairs shall interfere with the business of Lessee on the
premises. If such repairs cannot he made within said sixty (60) days, Lessor, at his option, may make the same
within a reasonable time, this lease continuing in effect with the rent proportionately abated as aforesaid, and in
the event that Lessor shall not elect to make such repairs which cannot be made within sixty (6O) days, this lease
may be terminated at the option of either party. In the event that the building in which the demised premises may
be situated is destroyed to an extent of not less than one-third of the replacement costs thereof. Lessor may elect
to terminate this lease whether the demised premises be injured or not. A total destruction of the building in which
the premises may be situated shall terminate this lease

14. LESSOR'S REMEDIES ON DEFAULT. If Lessee defaults in the payment of rent, or any additional rent, or
defaults in the performance of any of the other covenants or conditions hereof, Lessor may give Lessee notice of
such default and if Lessee does not cure any such default within 30 days, after the giving of such notice (or if such
other default is of such nature that it cannot be completely cured within such period, if Lessee does not
commence such curing within such 30 days and thereafter proceed with reasonable diligence and in good faith to
cure such default), then Lessor may terminate this lease on not less than 10 days' notice to Lessee. On the date
specified in such notice the term of this lease shall terminate, and Lessee shall then quit and surrender the
premises to Lessor, but Lessee shall remain liable as hereinafter provided. If this lease shall have been so
terminated by Lessor, Lessor may at any time thereafter resume possession of the premises by any lawful means
and remove Lessee or other occupants and their effects.

15. SECURITY DEPOSIT. Lessee shall deposit with Lessor on the signing of this lease the sum of
_________________ Dollars ($_______________________) as security for the performance of Lessee's
obligations under this lease, including without limitation the surrender of possession of the premises to Lessor as
herein provided. If Lessor applies any part of the deposit to cure any default of Lessee, Lessee shall on demand
deposit with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times during the
term of this lease.

16. TAX INCREASE. LESSEE RESPONSIBLE FOR ALL TAXES.

In the event the demised premises are situated in a shopping center or in a commercial building in which there are
common areas, Lessee agrees to pay his pro-rata share of maintenance, taxes, and insurance for the common
area.

18.ATTORNEY'S FEES. In case suit should be brought for recovery of the premises, or for any sum due
hereunder, or because of any act which may arise out of the possession of the premises, by either party, the
prevailing party shall be entitled to all costs incurred in connection with such action, including a reasonable
attorney's fee.

19. WAIVER. No failure of Lessor to enforce any term hereof shall be deemed to be a waiver.

20. NOTICES. Any notice which either party may or is required to give, shall be given by mailing the same,
postage prepaid, to Lessee at the premises, or Lessor at the address shown below, or at such other places as
may be designated by the parties from time to time.

21. HEIRS, ASSIGNS, SUCCESSORS. This lease is binding upon and inures to the benefit of the heirs, assigns
and successors in interest to the parties.

Provided that Lessee is not in default in the performance of this lease. Lessee shall have the option to renew the
lease for an additional term of ____________ months commencing at the expiration of the initial lease term. All
of the terms and conditions of the lease shall apply during the renewal term except that the monthly rent shall be
the sum of $________. The option shall be exercised by written notice given to Lessor not less than
_____________ days prior to the expiration of the initial lease term. If notice is not given in the manner provided
herein within the time specified, this option shall expire.

23. SUBORDINATION. This lease is and shall be subordinated to all existing and future liens and
encumbrances against the property.

24. ENTIRE AGREEMENT. The foregoing constitutes the entire agreement between the parties and may be
modified only by a writing signed by both parties. The following Exhibits, if any, have been made a part of this
lease before the parties execution hereof:

                                       Signed this 1st day of June, 1999.

AUDIO INNOVATIONS INC.

          By: /s/ DAVID CUNNINGHAM                             By: /s/ WILLIAM BASORE
              ---------------------------                          --------------------------------
          Lease                                                Lessor

                                                                                        E-Z LEGAL FORMS




Before you use this form, read it, fill in all blanks, and make whatever changes are necessary in your particular
transaction. Consult lawyer if you doubt the form's fitness for your purpose and use. E-Z Legal Forms and the
retailer make no representation or warranty, express or implied, with respect to the merchantability of this form
for an intended use purpose.
                   AMENDMENT TO STANDARD INDUSTRIAL COMMERCIAL
                               MULTI-TENANT-GROSS

This Amendment to Lease dated, as of December 8, 2003, is entered into by and between William Basore
("Lessor"), and RocKford Corporation, an Arizona Corporation, successor in interest to Audio Innovations, Inc.
("Lessee"), with reference to the following facts:

A. Lessor and Lessee entered into a Standard Industrial Commercial Multi-Tenant Lease Gross dated June 1,
1999 (the "Lease") which affects certain leasable space designated as approximately 15,000 square feet located
at 2817 East 6th Street, Stillwater, Oklahoma

B. The Lease is in full force and effect, and neither Lessee nor Lessor his actual knowledge of any default or
breach by the other under the Lease.

C. Lessor and Lessee desire to amend the Lease as provided in this Amendment,

NOW, THEREFORE FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Lessor and Lessee hereby agree as follows;

                                          ARTICLE 1 - Amendments

1.1 Beginning January 1, 2004 through December 31, 2004, the annual base rent payable shall be Forty-Five
Thousand and No/100 Dollars ($45,000.00) per year (equivalent to $3.00 per square foot) plus estimated
Common Area Operating Expenses, subject to change, plus applicable sales taxes, subject to change, and other
sums which may be due under the terms of the Lease. The rental obligation will increase 3% annually thereafter
thus removing the need to annually review the rental obligation for adjustment purposes.

1.2 So long as Lessee is not in default of any part of the Lease, Lessee shall have the option to terminate the
Lease at any time with Ninety (90) days prior written notice. If exercised, Lessee agrees to pay, on or before the
date it vacates the premises, one-half of the remaining net rental consideration. Lessee's payment of same shall
relieve Lessee of any and all obligations regarding the Lease,

                                      ARTICLE 2 - General Provisions

2.1 The effective date of this Amendment shall be December 8, 2003.

2.2 The Lease, as amended by this Amendment, is hereby confirmed. All other terms and conditions of the Lease
Shall remain in full force and effect. In the event of a conflict between the terms and provisions of the Lease and
this Amendment, this Amendment shall control.

IN WITNESS WHEREOF, this Amendment has been executed as of the date first above set forth.

          LESSEE: Rockford Corporation, an                       LESSOR: WILLIAM BASORE
          Arizona Corporation

          By: /s/ David Richards                                 By: /s/ William Basore
              ----------------------------                            -----------------------------
          Its:                                                   Its:
               ---------------------------                             ----------------------------
                                                                 By:
                                                                      -----------------------------
                                                                 Its:
                                                                       ----------------------------
  

                                                   Exhibit 21 

                                             SUBSIDIARIES

Audio Innovations, Inc., an Oklahoma corporation

Lightning Audio Corporation, an Arizona corporation

MB Quart GmbH, a German GmbH

MB Quart Shanghai, Inc., an Arizona corporation

SimpleDevices, Inc.

Rockford (Europe) Elektronik Vertriebs GmbH, a German GmbH

Rockford Foreign Sales Corporation, a Barbados corporation

Rockford Japan Corporation, a Japanese corporation

Rockford Sales.Com, Inc., an Arizona corporation

Rockford Singapore Corporation, an Arizona corporation

                                                         
  

                                                Exhibit 23.1 

                   CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Forms S-8 No. 333-48076 and
333-101010) pertaining to the 2002 Stock Option Plan and in the Registration Statement (Form S-3 No. 333-
72932) of Rockford Corporation of our report dated February 13, 2004, except for Note 16 for which the date 
is March 29, 2004, with respect to the consolidated financial statements and schedule of Rockford Corporation
included in its Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and 
Exchange Commission.

/s/ ERNST & YOUNG LLP

Phoenix, Arizona
March 30, 2004 

                                                        
  

                                                                                                           Exhibit 31.1 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, W. Gary Suttle, certify that:

   1.  I have reviewed this annual report on Form 10-K of Rockford Corporation;
  
   2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
       state a material fact necessary to make the statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered by this report;
  
   3.  Based on my knowledge, the financial statements, and other financial information included in this report,
       fairly present in all material respects the financial condition, results of operations and cash flows of the
       registrant as of, and for, the periods presented in this report;
  
   4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
       controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
       over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
       have:

      (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
          to be designed under our supervision, to ensure that material information relating to the registrant,
          including its consolidated subsidiaries, is made known to us by others within those entities, particularly
          during the period in which this report is being prepared;
  
      (b) Designed such internal control over financial reporting, or caused such internal control over financial
          reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
          of financial reporting and the preparation of financial statements for external purposes in accordance
          with generally accepted accounting principles;
  
      (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
          report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
  
      (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
          occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
          case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
          registrant’s internal control over financial reporting; and

   5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
       internal control over financial reporting, to the registrant’s auditors and the audit committee of the
       registrant’s board of directors (or persons performing the equivalent functions):

      (a) All significant deficiencies and material weaknesses in the design or operation of internal control over
          financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
          process, summarize and report financial information; and
  
      (b) Any fraud, whether or not material, that involves management or other employees who have a
          significant role in the registrant’s internal control over financial reporting.

Date: March 30, 2004 
                                                                                                        
                                                                                                        
                                                         /s/ W. Gary Suttle                             
                                                         W. Gary Suttle                                 
                                                         President and CEO
                                                                                                        
                                       
     Principal Executive Officer  
  

         
  

                                                                                                           Exhibit 31.2 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James M. Thomson, certify that:

   1.  I have reviewed this annual report on Form 10-K of Rockford Corporation;
  
   2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
       state a material fact necessary to make the statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered by this report;
  
   3.  Based on my knowledge, the financial statements, and other financial information included in this report,
       fairly present in all material respects the financial condition, results of operations and cash flows of the
       registrant as of, and for, the periods presented in this report;
  
   4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
       controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
       over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
       have:

      (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
          to be designed under our supervision, to ensure that material information relating to the registrant,
          including its consolidated subsidiaries, is made known to us by others within those entities, particularly
          during the period in which this report is being prepared;
  
      (b) Designed such internal control over financial reporting, or caused such internal control over financial
          reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
          of financial reporting and the preparation of financial statements for external purposes in accordance
          with generally accepted accounting principles;
  
      (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
          report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
  
      (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
          occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
          case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
          registrant’s internal control over financial reporting; and

   5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
       internal control over financial reporting, to the registrant’s auditors and the audit committee of the
       registrant’s board of directors (or persons performing the equivalent functions):

      (a) All significant deficiencies and material weaknesses in the design or operation of internal control over
          financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
          process, summarize and report financial information; and
  
      (b) Any fraud, whether or not material, that involves management or other employees who have a
          significant role in the registrant’s internal control over financial reporting.

Date: March 30, 2004 
                                                                                                        
                                                                                                        
                                                         /s/ James M. Thomson                           
                                                         James M. Thomson                               
                                                         Chief Financial Officer
                                                                                                        
                                       
     Principal Financial Officer  
  

         
  

                                                             Exhibit 32 
                                            Certification of Periodic Financial Report
                                              Pursuant to 18 U.S.C. Section 1350 

      Pursuant to 18 U.S.C. Section 1350, as adopted in Section 906 of the Sarbanes-Oxley Act of 2002, W. Gary Suttle, Rockford’s
Chief Executive Officer and James M. Thomson, Rockford’s Chief Financial Officer, each certifies with respect to Rockford
Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, that: 

   • the report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 
  
   • information contained in the report fairly presents, in all material respects, Rockford’s financial condition and results of
     operations.
                                                                     
Dated: March 30, 2004                                                                     /s/ W. Gary Suttle

                                                                                           W. Gary Suttle
                                                                                        Chief Executive Officer
  
Dated: March 30, 2004                                                                   /s/ James M. Thomson

                                                                                         James M. Thomson
                                                                                        Chief Financial Officer

                                                                                                                                    26
  

Exhibit 99.9 
RISK FACTORS
THAT MAY AFFECT ROCKFORD’S
OPERATING RESULTS, BUSINESS PROSPECTS
AND
STOCK PRICE

       Before you buy or sell our stock, you should be aware that there are risks, including those described
 below and others we have not anticipated or discussed. You should consider carefully these and other risk
factors, together with all of the other information included in our filings with the SEC and our periodic
press releases, before you decide to buy or sell shares of our common stock.

      As you consider these risk factors, we also call your attention to our statements about Forward
Looking Statements and Risk Factors before Part I of our Annual Report on Form 10-K filed with the
SEC.

      We are filing these risk factors and cautionary statements under the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995 in order to identify some of the factors that could cause
our actual results to differ materially from those described in our forward-looking statements.

Our products may not satisfy shifting consumer demand or compete successfully with competitors’ 
products.

     Our business is based on the demand for mobile audio products (primarily) and for professional and home 
theater audio products (secondarily). Our business is also based on our ability to introduce distinctive new
products that anticipate changing consumer demands and capitalize upon emerging technologies. If we fail to
introduce new products, misinterpret consumer preferences or fail to respond to changes in the marketplace,
consumer demand for our products could decrease and our brands’ image could suffer. In addition, our
competitors may introduce superior designs or business strategies, undermining our distinctive image and our
products’ desirability. If any of these events occur, they could cause our sales to decline.

We may lose market share and erode our brand image as we change distribution channels for our
mobile audio products.

     We must successfully capitalize on new distribution strategies. We have historically distributed our products 
primarily through specialty dealers who sold only mobile audio products and through audio/video retailers. We
believe other product distribution channels, including consumer electronics retailers, such as Best Buy, and mass
merchandisers, such as Wal*Mart, have captured significant market share in recent years. We are seeking to
increase distribution of our products through these growing distribution channels, particularly by expanding sales
of our lower priced Lightning Audio Brand.

                                                         1
  

     We also sell a limited number of our products as standard or optional OEM systems on Nissan vehicle 
models and are working to expand our OEM sales. Other mobile audio manufacturers have undertaken sales of
“factory” mobile audio products and have lost some sales in the mobile audio aftermarket because specialty
dealers reduced their sales of the brand when new car dealers offered it. We intend to take measures to avoid a
reduction in our aftermarket sales, but cannot be sure that our strategy will succeed.

     These changes in distribution channels and strategies create significant risks that: 

   •  We may alienate our specialty dealer base . Some specialty dealers or audio/video retailers may react to
      our new strategies by reducing their purchases or even replacing our products with competing product lines.
      Reduced specialty dealer or audio/video retailer loyalty could reduce our market share because specialty
      dealers and audio/video retailers continue to hold a large share of the market and contribute substantially to
      our brand image among our core consumers; and
  
   •  Our brand image may erode . Selling in less-specialized distribution channels or through car dealers may
      erode our brand image, which could decrease our product prices and profit margins.

     Our inability to manage our new distribution channels in a way that mitigates these risks may reduce our sales 
and profitability.

Any decrease in demand for our amplifiers or speakers could significantly decrease our sales.

     A significant portion of our future revenue depends upon sales of our amplifier and speaker products. These 
two product lines collectively accounted for approximately 79% of our sales in 2003, 69% of our sales in 2002
and 74% in 2001. If sales of either of these two product lines decline our results of operations could be adversely
affected.

The loss of Best Buy as a customer or significant reductions in its purchases of our products would
reduce our sales.

     Best Buy is a significant customer, accounting for 25.9% of our sales in 2003, 21.1% in 2002 and 16.3% in 
2001. We anticipate that Best Buy will continue to account for a significant portion of our sales for the
foreseeable future, but Best Buy is not obligated to any long-term purchases of our products. It has considerable
discretion to reduce, change or terminate its purchases of our products. We cannot be certain that we will retain
Best Buy as a customer or maintain a relationship as favorable as currently exists.

We may lose market share if we are unable to compete successfully against our current and future
competitors.

                                                            2
  

     Competition could result in reduced margins on our products and loss of market share. Our markets are very 
competitive, highly fragmented, rapidly changing and characterized by price competition and, in the mobile audio
and home theater markets, rapid product obsolescence. Our principal mobile audio competitors include Alpine,
Boston Acoustics, Fujitsu Eclipse, Infinity, Jensen, JL Audio, Kenwood, Kicker, Monster Cable, MTX, Phoenix
Gold, Pioneer, Sony and Stinger. We also compete indirectly with automobile manufacturers, who continue to
improve the quality of original equipment sound systems and connect those systems to other electronic features in
their vehicles, reducing demand for our aftermarket mobile audio products, They may also change the designs of
their cars to make installation of our products more difficult or expensive.

     Our recently acquired SimpleDevices business is competing in a brand new market that has attracted the 
attention of many potential competitors. A number of companies have introduced software and hardware
products that seek to play audio or video downloaded from the Internet through consumers’ home audio
systems. Because this is a newly emerging market, it is difficult to identify key competitors for SimpleDevices’ 
products; however, it is clear that there will be a number of competing solutions that will vie for widespread
consumer acceptance. Although we believe SimpleDevices’ products offer a number of significant advantages
compared to the alternatives announced to date, it is too early to say whether manufacturers and consumers will
prefer SimpleDevices’ technology over the alternatives.

     Some of our competitors have greater financial, technical and other resources than we do and many seek to 
lower prices on competing products. To remain competitive, we believe we must regularly introduce new
products, add performance features to existing products and limit increases in prices or even reduce them. Our
inability to do so in a timely manner could reduce our sales and profitability.

If we do not continue to develop, introduce and achieve market acceptance of new and enhanced
products, our sales may decrease.

     In order to increase sales in current markets and gain footholds in new markets, we must maintain and 
improve existing products, while successfully developing and introducing new products. Our new and enhanced
products must respond to technological developments and changing consumer preferences.

     We may experience difficulties that delay or prevent the development, introduction or market acceptance of 
new or enhanced products. Furthermore, despite extensive testing, we may be unable to detect and correct
defects in our products before we ship them to our customers. This may result in loss of sales or delays in market
acceptance.

     Even after we introduce them, our new or enhanced products may not satisfy consumer preferences and 
product failures may cause consumers to reject our products. As a result, these products may not achieve market
acceptance. In addition, our competitors’ new products and product enhancements may cause consumers to
defer or forego purchases of our products.

                                                        3
  

Seasonality of mobile audio sales causes our quarterly sales to fluctuate and may affect the trading
price of our stock.

     Our sales are generally greater during the first and second quarters of each calendar year and lower during the 
third and fourth quarters, with our lowest sales typically occurring during the fourth quarter. As a result, after the
announcement of our results of operations for the first and fourth quarters, our stock price may be lower than at
other times of the year. We experience this seasonality because consumers tend to buy mobile audio products
during the spring and summer when students are on semester breaks and generally more favorable weather
facilitates installation of our products.

     Although our recently acquired NHT business has a different seasonal sales pattern, with higher sales in the 
4th quarter, it is a much smaller business than our core business and its impact on our overall seasonality is likely
to be relatively small.

Our quarterly financial results may fluctuate significantly, making financial forecasting difficult and
making our stock price volatile.

     Our quarterly results of operations are difficult to predict and may fluctuate significantly from quarter to 
quarter. In some quarters, our operating results may fall below the expectations of public market analysts and
investors. Our quarterly operating results are difficult to forecast for many reasons, some of which are outside of
our control, including:

   •  The level of product, price and dealer competition;
  
   •  Size and timing of product orders and shipments, particularly by significant customers such as Best Buy and
      Wal*Mart;
  
   •  Our ability to develop new products and product enhancements that respond to changes in technology and
      consumer preferences while controlling costs;
  
   •  Weather conditions, which affect our consumers’ ability to install our products;
  
   •  Capacity and supply constraints or difficulties; and
  
   •  Timing of our marketing programs and those of our competitors.

     As a result, you should not rely on historical results as an indication of our future performance. In addition, 
some of our expenses are fixed and cannot be reduced in the short term. Accordingly, if sales do not meet our
expectations, our results of operations are likely to be negatively and disproportionately affected. In this event,
our stock price may fall dramatically.

A decline in discretionary spending likely would reduce our sales.

     Because mobile audio sales are highly discretionary, a recession in the general economy or a general decline in 
consumer spending is likely to have a material adverse effect on our sales.

                                                           4
  

Aftermarket mobile audio sales declined significantly during 2002 and 2003 in part because of the adverse
economy and difficult employment environment faced by our core consumers. Consumer spending is volatile and
is affected by certain economic conditions, such as:

   •  General business conditions;
  
   •  Employment levels, especially among our core consumers (who tend to be less experienced workers and
      are particularly subject to layoff if employment levels decline);
  
   •  Consumer confidence in future economic conditions; and
  
   •  Interest and tax rates.

The mobile audio market in the U.S. has suffered from a decline in overall sales since the summer of 2000, which
has made it difficult for us and for our competitors to maintain sales. Although we believe that the market has
begun to stabilize, the market for mobile audio products is unpredictable and we are not able to predict precisely
when this difficult period will end.

If we fail to execute our growth strategy successfully, our financial condition could be seriously
harmed.

     Our growth has placed, and our anticipated future growth will continue to place, a significant strain on our 
resources and capacity. To manage our growth, we must:

   •  Retain and hire skilled, competent employees;
  
   •  Continue to improve coordination among our technical, product development, manufacturing, sales and
      financial departments; and
  
   •  Maintain our financial, operational and managerial systems and controls.

We rely upon debt financing for a substantial part of our working capital; defaults on our debt or the
unavailability of additional financing could make it impossible to carry out our business as currently
structured

     As at December 31, 2003, we had $22.7 million in outstanding debt under our senior credit facility and were 
in violation of the covenants for this facility. We replaced this facility as of March 29, 2004, but we are 
dependent on a senior credit facility and other financing given the working capital requirements of our business. If
our financial performance fails to improve, or if other developments make financing unavailable to us on an
economic basis, we might not be able to continue our operations as they are currently structured. A restructuring
would likely have a significant negative impact on our operations, financial performance, and stock price.

We cannot be certain that we will achieve our objectives through internal growth, acquisitions or other
means.

                                                          5
  

     Acquisitions carry significant risks, since negotiations of potential acquisitions and their subsequent integration 
could divert management’s time and resources from our core business. Potential acquisitions could require us to
issue dilutive equity securities, incur debt or contingent liabilities, amortize other intangible expenses or incur other
acquisition-related costs. Further, we may be unable to integrate successfully any acquisition and we may not
obtain the intended benefits of that acquisition.

     In 2002, we acquired two smaller audio businesses, SimpleDevices and NHT. We paid approximately 
$3.5 million in cash for 51% of the fully diluted shares of SimpleDevices. We have invested additional funds since 
the acquisition of NHT to provide working capital. We may not successfully integrate and operate these
businesses and they may take management’s attention away from our core business as we attempt to integrate
them. If we are not successful in integrating these businesses, our failure could reduce our income and impair our
management of our core business.

If we fail to manage our inventory effectively, we could incur additional costs or lose sales.

     Our dealers have many brands to choose from when they decide to order products. If we cannot deliver 
products quickly and reliably, they will order from a competitor. We must stock enough inventory to fill orders
promptly, which increases our financing requirements and the risk of inventory obsolescence. Because
competition has forced us to shorten our product life cycles and more rapidly introduce new and enhanced
products, while simultaneously sourcing more product overseas and carrying larger inventories, there is a
significant risk that our inventory could become obsolete.

Our international operations could be harmed by factors including political instability, currency
exchange rates and changes in regulations that govern international transactions.

     The risks inherent in international trade may reduce our international sales and harm our business and the 
businesses of our distributors and suppliers. These risks include:

     •  Changes in tariff regulations;
  
     •  Political instability, war, terrorism and other political risks;
  
     •  Foreign currency exchange rate fluctuations;
  
     •  Establishing and maintaining relationships with local distributors and dealers;
  
     •  Lengthy shipping times and accounts receivable payment cycles;
  
     •  Import and export licensing requirements;
  
     •  Compliance with a variety of foreign laws and regulations, including unexpected changes in taxation and
        regulatory requirements;

                                                               6
  

   •  Greater difficulty in safeguarding intellectual property than in the U.S.; and
  
   •  Difficulty in staffing and managing geographically dispersed operations.

     These and other risks may increase the relative price of our products compared to those manufactured in 
other countries, reducing the demand for our products.

Loss of an international distributor may disrupt our sales .

     International customers accounted for 17.9% of our sales in 2003. For sales in most countries we rely on 
distributors, each of whom is responsible for one or more countries, to purchase and resell our products in their
territories. When we have disputes with a distributor, or change our relationship with a distributor, we may
disrupt the market for our products in that country and lose sales. If we change a relationship with a distributor,
we may repurchase that distributor’s inventory, which would reduce our sales.

We may incur additional costs to operate a one-step distribution system in larger international
markets.

     We have implemented a strategy of moving to a one-step distribution system in selected larger international
markets by converting selected distributors into independent sales representatives. This change allows us to sell
directly to retailers in the converted countries, removing one or more steps from the distribution chain and
allowing us to reduce prices to consumers.

     When we extend this one-step strategy into a new country, we incur higher operating expenses than under our
current distribution system because we take direct responsibility for costs such as sales commissions, warranty
costs, bad debt and customer service expenses. We also have higher working capital requirements and risks than
under our independent distributor system because we, rather than our distributors, have to carry inventory and
accounts receivable. If we fail to manage the change well, the increased costs can be greater than our savings and
we can lose money because of the change.

Currency fluctuations may reduce the profitability of our foreign sales.

     We currently make sales to Canadian, European and Japanese dealers and distributors in their respective 
currencies. Before 1999, except for sales in Japan, all our international sales were denominated solely in U.S.
dollars and, accordingly, we were not directly exposed to fluctuations in foreign currency exchange rates.

     An increasing portion of our international sales likely will be denominated in currencies other than U.S. dollars, 
increasing our exposure to gains and losses on foreign currency transactions. MB Quart, is based in Germany and
has a substantial portion of its sales in Europe, further increasing our exposure to foreign currency risks.

                                                           7
  

     Through December 31, 2003, we had never traded in derivatives or other financial instruments to reduce 
currency risks; however, we attempted to create “natural” hedges when possible by matching our assets and
liabilities in a given currency. In some instances this subjected our earnings to fluctuations because the “natural” 
hedges were not able protect us from substantial currency fluctuations, particularly at the end of a reporting
period. During the first quarter of 2003 and in light of our increased exposure to foreign currency fluctuations, our
board of directors approved and we began to implement a new foreign currency hedging policy. The goal of the
program is to provide stability to the U.S. Dollar values of non-function currency cash flows. Although it is
impossible to eliminate all currency risk, implementation of this program should mitigate the risk of significant
changes in our earnings due to short-term foreign exchange fluctuations.

If our supply of components is interrupted, we may be unable to deliver our products to our customers.

     Our manufacturing processes are dependent on “just-in-time” suppliers who are globally sourced. The just-in-
time process does not provide a backlog of components and materials to satisfy short lead-time orders, to
compensate for potential halts in supply or to replace components that do not conform to our quality standards.
We also do not have any long-term price commitments from our suppliers and any cost increases may reduce our
margins or require us to raise our prices to protect our margins. We cannot be certain that we could locate, within
reasonable time frames, alternative sources of components and materials at similar prices and quality levels of our
current suppliers. This failure could result in increased costs, delays to our manufacturing process, an inability to
fill purchase orders on a timely basis and a decrease in product availability at the retail level. This could cause us
to lose sales and damage our customer relationships.

     Starting in 1999, Hyundai Electronics, a large Korean company, began supplying us with all the source units 
we resell under the Rockford Fosgate brand name. If Hyundai refuses or is unable to supply source units that
meet our quality standards and specified quantities, we would require a substantial amount of time to identify and
begin receiving source units with acceptable features and quality from another supplier. During the interim, we
would not have any supply of source units and our sales of source units would be significantly reduced.

     We relied on Avnet, Inc. for approximately 8.2% of our inventory purchases during 2003. If Avnet refuses or 
is unable to continue to supply us, we would require substantial time to identify an alternative supplier and could
face a shortage of electronic components and parts.

We may be unable to retain and attract key employees, which could impair our business.

     We operate in highly competitive employment markets and cannot guarantee our continued success in 
retaining and attracting the employees we need to develop, manufacture and market our products and manage
our operations. Our business strategy and operations depend, to a large extent, on our senior management team,
particularly Gary Suttle, our President and Chief Executive Officer. We have key-person life insurance on
Mr. Suttle and five other executive officers. We do not have employment contracts with any of our key 
employees. If Mr. Suttle or 

                                                          8
  

other key members of our management team are unable or unwilling to continue in their present positions, our
ability to develop, introduce and sell our products could be negatively impacted.

If we are unable to enforce or defend our ownership and use of our intellectual property, our business
may decline.

     Our future success will depend, in substantial part, on our intellectual property. We seek to protect our 
intellectual property rights, but our actions may not adequately protect the rights covered by our patents, patent
applications, trademarks and other proprietary rights, and prosecution of our claims could be time consuming and
costly. In addition, the intellectual property laws of some foreign countries do not protect our proprietary rights,
as do the laws of the U.S. Despite our efforts to protect our proprietary information, third parties may obtain,
disclose or use our proprietary information without our authorization, which could adversely affect our business.

     From time to time, third parties have alleged that we infringe their proprietary rights. These claims or similar 
future claims could subject us to significant liability for damages, result in the invalidation of our proprietary rights,
limit our ability to use infringing intellectual property or force us to license third-party technology rather than
dispute the merits of any infringement claim. Even if we prevail, any associated litigation could be time consuming
and expensive and could result in the diversion of our time and resources.

Our executive officers and directors retain control of us, which may limit the liquidity and market price
of our common stock.

     Mr. Suttle, our officers and directors, and various shareholders affiliated with or related to two of our 
directors, Nicholas G. Bartol and Timothy C. Bartol, collectively held 43.1% of our outstanding shares at March
1, 2003. These shareholders, if they act together, are able as a practical matter to control the outcome of matters
submitted for shareholder action, including the election of a majority of our board of directors and the approval of
significant corporate transactions. Consequently, these shareholders effectively control our management and
affairs, which may limit the liquidity of our shares, discourage acquisition bids for Rockford and limit the price
some investors might be willing to pay for our shares.

Many of our unregistered shares are available for resale without significant restrictions. Their sale or
potential sale may reduce our stock price.

     We operated as a privately held company for a relatively long period and have issued a large number of 
shares of our common stock to individuals who are not affiliated with us. We have a large number of shares of
common stock outstanding and available for resale. The market price of our common stock could decline as a
result of sales of a large number of shares in the market or the perception that those sales could occur.

Our anti-takeover provisions could affect the value of our stock.

                                                            9
  

     Our articles of incorporation and bylaws and Arizona law contain provisions that could discourage potential 
acquirers. For example, our board of directors may issue additional shares of common stock to an investor that
supports the incumbent directors in order to make a takeover more difficult. This could deprive our shareholders
of opportunities to sell our stock at above-market prices typical in many acquisitions.

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