<PAGE>

                                                                  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.

<PAGE>

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.

<PAGE>

                      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
<PAGE>

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.

<PAGE>

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.

<PAGE>

                                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
<PAGE>

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.

<PAGE>

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.

<PAGE>

                                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