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                                                                   Exhibit 10.49

                                LICENSE AGREEMENT

            This Agreement is made effective this day of _________, 2001 (the
"Effective Date") by and between Rockford Corporation, an Arizona corporation,
having a principal place of business at 600 South Rockford Drive, Tempe, AZ
85281 (hereinafter "Rockford"), and Milwaukee Electric Tool Corporation, a
Delaware corporation, with its principal place of business at 13135 West Lisbon
Road, Brookfield, Wisconsin 53005-2550 (hereinafter "Milwaukee").

            WHEREAS Milwaukee is in the business of designing, manufacturing and
distributing a wide variety of power tools and accessories, which it sells
primarily to and through wholesale distributors and retail stores, which
purchase Milwaukee's line of portable electric tools and accessories for resale
to professional and non-professional customer users (the "Milwaukee Channels of
Trade");

            WHEREAS Rockford is in the business of designing, manufacturing and
distributing high performance mobile audio systems under the "Rockford Fosgate"
brand name, which it primarily sells through consumer electronics retailers,
such as Best Buy, Circuit City, the Wiz, Ultimate Electronics, Crutchfield, and
other consumer electronics, audio/video, and specialty dealers who sell car
audio products to consumers (the "Rockford Channels of Trade");

            WHEREAS Milwaukee recently designed and is in the process of
introducing a portable radio boom-box, which is capable of being powered by
battery packs used in conjunction with portable electric tools (the "Product"),
and will be sold through the Milwaukee Channels of Trade;

            WHEREAS Rockford has provided certain technical information
regarding the acoustic


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characteristics of the Product, and access to its proprietary equalization
circuit known as Punch-bass boost (the "Circuit");

            WHEREAS Milwaukee now desires to obtain, and Rockford is willing to
grant, a license to use the Rockford name, trade names, service names, and other
names listed on Exhibit A, (the "Names") in association with the sale of the
Product through the Milwaukee Channels of Trade throughout the world
(hereinafter the "Territory").

            NOW, THEREFORE, in consideration of the mutual promises and
undertakings set forth herein, and intending to be legally bound hereby, the
parties agree as follows:

1.          DEFINITIONS

            1.1         The "Names" shall collectively refer to Rockford's name,
                        tradenames, service names & other names listed on
                        Exhibit A.

            1.2         "Milwaukee Channels of Trade" shall mean sales made
                        through Milwaukee's wholesale distributors, and retail
                        stores, which sell Milwaukee's line of portable electric
                        tools and accessories, to professional and
                        non-professional customer users.

            1.3         "Rockford Channels of Trade" shall mean sales through
                        consumer electronics retailers, such as Best Buy,
                        Circuit City, the Wiz, Ultimate Electronics,
                        Crutchfield, and other consumer electronics,
                        audio/video, and specialty dealers who sell consumer
                        electronic and car audio products to consumers.

            1.4         "Product" shall mean a portable radio boom-box, which is
                        capable of being powered by Milwaukee's battery packs.

            1.5         "Territory" shall mean the World.

2.          LICENSE

            2.1         Subject to the terms and conditions of this Agreement,
                        Rockford hereby grants to


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                        Milwaukee a nonexclusive, nontransferable, nonassignable
                        world-wide license to use the Names and Circuit in
                        association with the sale of the Product through the
                        Milwaukee Channels of Trade throughout the Territory.

            2.2         In consideration of Rockford's grant of this License,
                        Milwaukee will pay Rockford a license fee of:

                        (a)         one dollar and twenty-five cents ($1.25) per
                                    unit sold by Milwaukee for the term of the
                                    License Agreement for units that use the
                                    Circuit and for so long as Milwaukee
                                    incorporates the Names on, or otherwise
                                    identifies Rockford with, the Product, its
                                    advertising, or packaging for the Product.

                        (b)         sixy-two and one-half cents ($0.625) per
                                    unit sold by Milwaukee for the term of the
                                    License Agreement for units that use the
                                    Circuit but for which Milwaukee elects to
                                    not incorporate the Names on, or identify
                                    Rockford with, the Product, its advertising,
                                    or the Packaging for the Product.

            2.3         Such royalty payments will be paid on a quarterly basis.
                        Milwaukee will pay the royalty for each quarter within
                        30 days after the end of the quarter and will provide,
                        along with the payment, a report showing the computation
                        of the amount of the royalty. The report will include
                        appropriate detail showing shipments of new and
                        refurbished units for the quarter, and netting the
                        shipments against returns for the quarter, so that
                        Rockford is paid only once for each unit sold. Rockford
                        is not responsible for collections, so that a royalty is
                        due on each unit irrespective of whether Milwaukee
                        collects from the customer.


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            2.4         Notwithstanding the foregoing, no royalty payment will
                        be due and owing for: a) any prototype, developmental,
                        or other Product that is not sold commercially or b) for
                        any Product sold outside of the United States provided
                        that Milwaukee does not, outside of the United States,
                        incorporate the Names on, or identify Rockford with, the
                        Product, its advertising, or the Packaging for the
                        Product.

            2.5.        In the event that the License Agreement terminates for
                        any reason, then upon its termination, Milwaukee shall
                        have the right to sell any remaining inventory of the
                        Product that utilizes the Names (subject to payment of
                        the license fee). After sale of the remaining inventory,
                        Milwaukee may continue to sell the Product without any
                        further obligation or payment of royalties to Rockford,
                        so long as Milwaukee does not incorporate the Names on,
                        or otherwise identify Rockford with, the Product, its
                        advertising, or the Packaging for the Product.

            2.6         Rockford may, at its option, audit Milwaukee's reports
                        of sales of the Products up to once each year using
                        independent auditors reasonably acceptable to Milwaukee.
                        Milwaukee will make its records relating to sales of the
                        Products reasonably available to the independent
                        auditors during business hours. If the audit establishes
                        that Milwaukee has under-reported the sales of Product
                        by 5% or more, then Milwaukee will promptly pay the
                        additional royalty due, plus interest at the rate of 12%
                        per annum from the date when the royalty should have
                        been paid, and will also reimburse to Rockford the cost
                        of the audit. Otherwise, Rockford will bear the cost of
                        the audit.


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            2.7         During the term of this Agreement, Rockford shall not
                        license the use of its Names to any power tool
                        competitor of Milwaukee for use on any similar products
                        that incorporate a radio, cassette player, and/or
                        CD-player.

            2.8         During the term of the License Agreement, Milwaukee will
                        not sell the Product through the Rockford Channels of
                        Trade, provided, however, that Milwaukee may sell the
                        Product to any customer within the Rockford Channels of
                        Trade that also purchases and resells at retail material
                        quantities of Milwaukee's power tool products and
                        accessories. If Milwaukee wishes to sell the Product to
                        a customer that does not also purchase power tool
                        products, then Rockford will have the right to approve
                        the sale of the Product to such customer before
                        Milwaukee begins selling to such customer. The intention
                        of this section is (a) to allow Milwaukee to sell the
                        Product to bona-fide existing and new power tool
                        customers but (b) to provide Rockford the right to
                        assure that sales of the Products to other customers do
                        not create a channel conflict with Rockford's car audio
                        products. The parties will cooperate with each other to
                        avoid such a conflict.

            2.9         All goodwill associated with the Names as a result of
                        the sale of the Products will inure solely to Rockford's
                        benefit, and all goodwill associated with Milwaukee's
                        tradenames and intellectual property as a result of the
                        sale of the Products will inure solely to Milwaukee's
                        benefit. If a party learns of an infringement of the
                        other's intellectual property, the party learning of the
                        infringement will give the other party notice of the
                        infringement and the other party is then exclusively
                        responsible for taking action to protect its
                        intellectual property.


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3.          QUALITY CONTROL

            3.1         Milwaukee will provide Rockford with initial samples of
                        each Product before any sale and Rockford must approve
                        the initial samples before any sale of a Product. The
                        quality and acoustic characteristics of the Products
                        sold by Milwaukee bearing the licensed Names shall be at
                        least equal to the quality and acoustic characteristics
                        of the Products initially approved by Rockford, and
                        shall conform to the sonic signature, and other
                        specifications of the Product that are approved by
                        Rockford.

            3.2         Rockford may monitor Product sold under this Agreement
                        by either purchasing the Product in the marketplace or,
                        on a reasonable periodic basis, at Rockford's request,
                        having Milwaukee provide test samples for Rockford, to
                        inspect the quality of Milwaukee's Product sold under
                        this license in the Territory, and to confirm that the
                        Product continues to conform to the sonic signature and
                        other specifications of the Products as approved by
                        Rockford. If Rockford determines that a Product does not
                        conform to the sonic signature and other specifications
                        approved by Rockford, then Milwaukee will work with
                        Rockford to bring the quality of the Product up to the
                        required standards and, if it is unable to do so, then
                        Milwaukee will remove the Names from, and will refrain
                        from identifying Rockford with, the Products, its
                        advertising and public statements about the Product, and
                        the packaging for the Products.

            3.3         Rockford will provide technical assistance, as Milwaukee
                        reasonably requests: (1) in preparing or modifying the
                        acoustical specifications for the Product, and (2) in
                        the testing of the initial production models for any
                        modification.

            3.4         Milwaukee will use the Names only in a manner and form
                        approved before use in


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                        writing by Rockford. If Milwaukee wishes to propose a
                        new use or form of the Names, it must submit its
                        proposal in writing to Rockford. Rockford will promptly
                        review the proposed use and indicate its approval or
                        disapproval in writing. Any proposed use will be deemed
                        approved if Rockford does not object within 30 business
                        days after Milwaukee submits it to Rockford in writing
                        together with a written request for approval. If
                        Rockford approves the use, Rockford will own the new
                        form of the Names and the new form will automatically
                        become one of the Names licensed under this Agreement.

            3.5         Milwaukee will provide its standard warranty for the
                        Product, will comply with any applicable Federal, state,
                        or regulatory provisions, and will obtain any necessary
                        regulatory approvals (e.g., UL approval) that may be
                        required in conjunction with the sale of the Product.
                        Milwaukee is solely responsible for assuring that the
                        Product is manufactured and distributed in a manner that
                        is in compliance with applicable labor, environmental,
                        and other law.

4.          REPRESENTATIONS OF ROCKFORD 1

            4.1         Rockford represents that it is free of any obligations
                        preventing it from providing Milwaukee the rights and
                        licenses granted herein.

            4.2         Rockford is the owner of the Names identified in Exhibit
                        A, which Names, or any trademark applications that may
                        be filed for by Rockford, and which may be added to this
                        License.

            4.3         Rockford represents that it is not aware of any existing
                        adversely held Names which might be infringed by the
                        marketing of the Products with the Names.

            4.4         Rockford acknowledges that Milwaukee is the proprietary
                        and rightful owner of its trademarks and tradenames and
                        covenants not at any time directly or indirectly


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                        to challenge the rights of Milwaukee thereto as to the
                        validity or distinctiveness thereof. Subject to the
                        terms of the License, nothing herein shall give to
                        Rockford any proprietary right or interest in
                        Milwaukee's trademarks and tradenames.

5.          REPRESENTATIONS OF MILWAUKEE

            5.1         Milwaukee acknowledges that Rockford is the proprietary
                        and rightful owner of the Names, and covenants not at
                        any time directly or indirectly to challenge the rights
                        of Rockford thereto as to the validity or
                        distinctiveness thereof. Subject to the terms of the
                        License, nothing herein shall give to Milwaukee any
                        proprietary right or interest in the Names.

            5.2         Milwaukee will display the Names prominently on the
                        Product, in a manner approved by Rockford and in such a
                        way as to avoid any confusion with Milwaukee's own
                        trademarks.

6.          MUTUAL REPRESENTATIONS

            6.1         The representations made herein shall survive the
                        execution and delivery of this Agreement, and the party
                        to which they are made shall be entitled to rely upon
                        them regardless of any investigation made by it or on
                        its behalf concerning their subjects.

            6.2         Both parties will maintain, at their own cost, during
                        the term of this Agreement, all risk business and
                        products liability insurance policies, with limits of
                        liability that are appropriate to the types of risks
                        typically incurred in such industries and/or for such
                        Products. Milwaukee will name Rockford as an additional
                        named insured on its insurance policies related to
                        distribution of the Product and will provide Rockford of
                        evidence of its product-liability insurance reasonably
                        satisfactory to Rockford.


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            6.3         Rockford shall indemnify, defend, and hold harmless
                        Milwaukee, its affiliated and Parent Companies,
                        officers, directors, and employees against all cost,
                        expense, and liability, including attorney's fees,
                        arising out of any claim or action based on actual or
                        alleged infringement of the rights of third parties
                        caused by Milwaukee's authorized use of the Names or the
                        Circuit in the Product, subject to the limitations
                        below.

            6.4         Milwaukee shall indemnify, defend and hold harmless
                        Rockford, its affiliated and Parent Companies, officers,
                        directors, and employees against all costs, expenses,
                        liabilities, judgments, claims or demands for injuries
                        or damages to any person or property arising in any way
                        out of any claim or suit in which it is alleged that:

                                    -           the Product is defective or
                                                otherwise deficient in any
                                                respect in its manufacture,
                                                design, assembly or otherwise;

                                    -           Milwaukee's manufacture or
                                                distribution of the Product
                                                fails to comply with applicable
                                                law;

                                    -           Rockford has any warranty,
                                                repair, or recall obligations
                                                arising from the manufacture,
                                                sale, or distribution of the
                                                Products; or

                                    -           the Product infringes on any
                                                third party patent, trademark,
                                                or other intellectual property
                                                rights, excluding any claim
                                                arising from the use of the
                                                Names on the Product in a manner
                                                authorized by Rockford or the
                                                use of the Circuit in the
                                                Product.

            6.5         Neither party will be liable or responsible to the other
                        for any incidental, indirect, special or consequential
                        damages that may arise out of or in connection with an


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                        alleged breach of this Agreement.

7.          ENFORCEMENT OF NAME RIGHTS

            7.1         During the Period of this Agreement, Rockford will
                        protect the Names from infringement and prosecute
                        infringers at its own expense when in its sole judgment
                        such action may be reasonably necessary, proper, and
                        justified. Milwaukee may by Notice request that Rockford
                        take reasonable steps to assert the Names against
                        infringement by third parties, provided that Milwaukee
                        supply to Rockford written evidence demonstrating prima
                        facie infringement of the Names to Rockford's reasonable
                        satisfaction.

            7.2         In the event either party shall initiate or carry on
                        legal proceedings to enforce its trademarks against an
                        alleged infringer, the other party shall use reasonable
                        efforts to cooperate fully with and shall supply all
                        assistance reasonably requested by the party initiating
                        or carrying on such proceedings, at the initiating
                        party's expense. The party that initiates any proceeding
                        to protect or enforce its trademarks shall have sole
                        control of that proceeding and shall be responsible for
                        the reasonable expenses incurred by said other party in
                        providing such assistance and cooperation as is
                        requested.

            7.3         Any agreement or understanding which resolves or settles
                        any dispute between an initiating party to this
                        Agreement and a third party concerning use of the Names,
                        may provide for a phase-out period by which such third
                        party may cease to use the Names. The length of any such
                        phase-out period shall be in the discretion of the
                        initiating party, but shall not be unreasonable.

8.          EFFECTIVE DATE AND RENEWAL

            8.1         The initial term of the License Agreement shall be five
                        (5) years, and will


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                        automatically renew for additional five (5) year terms
                        unless either party provides the other with at least
                        ninety (90) days written notice prior to the scheduled
                        renewal date of its intent to not renew the Agreement.

9.          TERMINATION

            9.1         Either party may terminate this Agreement upon not less
                        than ninety (90) days written Notice thereof to the
                        other party of a breach or default by the party in the
                        performance of this Agreement. Upon expiration of such
                        Notice period, this Agreement shall terminate without
                        the need for further action by either party; provided,
                        however, that if such breach or default shall have been
                        fully cured within such 90-day period, then such Notice
                        shall be deemed to have been rescinded, and this
                        Agreement shall remain in full force and effect.

            9.2         Termination or rescission of this Agreement shall not
                        relieve any party of any obligation or liability to
                        another party arising before such termination.

10.         INDEPENDENT CONTRACTORS

            No party nor any of its officers, employees, agents or
representatives is an employee or agent of any other party for any purpose
whatsoever. Rather, each party is and shall at all times remain an independent
contractor.

11.         NOTICES

            All notices, requests, instructions, consents and other
communications to be given pursuant to this Agreement shall be in writing and
shall be deemed delivered (i) on the same day if delivered in person, by
same-day courier, or by fax, complete transmission of which can be confirmed,
(ii) on the next day if delivered by overnight mail or courier, or (iii) on the
date


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indicated on the return receipt, or if there is no such receipt, on the
third calendar day (excluding Sundays) if delivered by certified or registered
mail, postage prepaid, to the party for whom intended to the addresses of the
Parties as first set forth above, with copies to:

            For Milwaukee:

                        Atlas Copco North America, Inc.
                        34 Maple Avenue
                        Pine Brook, New Jersey 07058
                        Attention: William J. Calore, Esq.
                        Fax: (973) 439-9188

            For Rockford:

                        Rockford Corporation
                        600 S. Rockford Drive
                        Tempe, Arizona 85281
                        Attention: Vice President of Product Design and
                                   Development
                        Fax: (480) 966-3983

                        With a copy to:

                        Steptoe & Johnson LLP
                        201 E. Washington, Suite 1600
                        Phoenix, Arizona 85004
                        Attention: Kevin Olson, Esq.
                        Fax: (602) 452-0903

            Any party may by written notices given to the other in accordance
with this Agreement change the address and fax number to which notices to such
party are to be delivered.

12.         CHOICE OF LAW AND ARBITRATION

Any and all disputes of whatever nature arising between the parties out of this
Agreement, including termination thereof, and which are not resolved between the
parties themselves, shall be submitted to binding arbitration in Phoenix,
Arizona before a single arbitrator in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, utilizing the Expedited
Procedures and the Optional Procedures for Large, Complex Commercial Disputes.
Judgment upon the award of the


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arbitrator may be entered in any court having jurisdiction thereof. Any and all
disputes shall be submitted to arbitration hereunder within 180 days from the
date the dispute first arose or shall be deemed barred. Arbitration hereunder
shall be in lieu of all other remedies and procedures available to the parties,
provided that either party hereto may seek preliminary injunctive or other
interlocutory relief prior to the commencement or during such proceedings.

13.         ENTIRE UNDERSTANDING

            This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof and supersedes all prior agreements and
understandings between them with respect to the subject matter hereof. No
amendment of this Agreement shall be effective unless embodied in a written
instrument executed by all of the parties.

14.         ASSIGNMENT

            The rights and obligations of the parties under this Agreement shall
inure to the benefit of and be binding upon their respective affiliates,
successors and assigns, provided, however, that no party may assign its rights
or obligations hereunder without the prior written consent of the other party
(which shall not be unreasonably withheld), and any attempted assignment without
such consent shall be void.

15.         MISCELLANEOUS

            15.1        This Agreement may be executed in counterparts. When
                        each party has signed and delivered at least one such
                        counterpart, each counterpart shall be deemed an
                        original, and, when taken together with other signed
                        counterparts, shall constitute one Agreement which shall
                        be binding upon and effective as to all parties. No
                        counterpart shall be effective until all parties hereto
                        have executed and exchanged an executed counterpart
                        hereof.

            15.2        The captions in this Agreement are inserted solely for
                        the purposes of facilitating


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                        easy reference and shall not be construed in any way as
                        part of the text, or as altering the provisions of this
                        Agreement.

            15.3        A facsimile signature shall be as good as an original
                        signature for all purposes hereunder.

            15.4        The invalidity and nonenforceability of any term or
                        provision of this Agreement shall in no way affect the
                        validity or enforceability of any other term or
                        provision. The waiver by either party of a breach of any
                        provision of this Agreement shall not be operated as or
                        be construed as a waiver of any subsequent breach
                        thereof. If any part, provision or term of this
                        Agreement should be determined to be illegal,
                        unenforceable, invalid or void, then such invalidity
                        will not invalidate the remaining provisions of the
                        Agreement.

16. From time to time, the parties may find it necessary, to disclose trade
secrets, and/or share confidential and/or proprietary information with the other
("Confidential Information"), in order to perform their obligations hereunder.
Therefore, both parties have agreed, as a precondition to providing any
information called for under this agreement, to enter into a confidentiality
agreement to protect such Confidential Information. A copy of this
Confidentiality Agreement is attached hereto as Exhibit 16. In addition, the
parties agree that neither party shall make any public statements (e.g.,
issuance of a press releases) regarding the terms of this License, or the
underlying business relationship without the obtaining the prior agreement of
the other party in writing, except to the extent disclosure is required by
applicable law (including disclosure requirements under applicable securities
laws), or in order to enforce the terms of this Agreement, or protect the rights
of both parties in the Names.


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above mentioned.

ROCKFORD CORPORATION                    MILWAUKEE ELECTRIC TOOL CORPORATION

By:                                     By:
   -----------------------                 -----------------------

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


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