**Exhibit 10.70****FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT****AND CONSENT**     THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”),dated as of March 21, 2006, is entered into among WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), aCalifornia corporation formerly known as Congress Financial Corporation (Western)(“Agent”), as administrative and collateral agent for the Lenders party to the LoanAgreement (as defined below) from time to time (“Lenders”), WACHOVIA CAPITAL FINANCECORPORATION (WESTERN), a California corporation formerly known as Congress Financial Corporation(Western), as a Lender (“Wachovia”), ROCKFORD CORPORATION, an Arizona corporation(“Borrower Agent”), and AUDIO INNOVATIONS, INC., an Oklahoma corporation (“AII” andtogether with Rockford, collectively, “Borrowers”).**RECITALS**     A. Agent, Wachovia, Wachovia Bank, National Association, as arranger, and Borrowers havepreviously entered into that certain Loan and Security Agreement dated March 29, 2004 as amended bythe First Amendment to Loan and Security Agreement and Conditional Default Waiver dated as of June10, 2004, the Second Amendment to Loan and Security Agreement dated as of December 30, 2004 and theThird Amendment to Loan and Security Agreement dated as of August 31, 2005 (the “LoanAgreement”), pursuant to which Wachovia has made certain loans and financial accommodationsavailable to Borrowers. Terms used herein without definition shall have the meanings ascribed tothem in the Loan Agreement.     B. Borrowers now desire that substantially all of the assets of AII be sold to, andsubstantially all of the liabilities of AII be assumed by, Advanced Integration, LLC(“Purchaser”) for the total sale price of $1,750,000, of which $750,000 will be paid incash at the closing of such sale and $1,000,000 will be paid over thirty (30) months following theclosing of such sale (the “Sale”).     C. Borrowers have requested Agent and Wachovia to amend the Loan Agreement in certain respectsand to consent to the Sale, and Agent and Wachovia are now willing to accommodate such request onthe terms and conditions set forth herein.     D. Borrowers are entering into this Amendment with the understanding and agreement that,except as specifically provided herein, none of Agent’s or Lenders’ rights or remedies as set forthin the Loan Agreement is being waived or modified by the terms of this Amendment.**AGREEMENT**     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained,and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereby agree as follows:
 

 
     1. Amendment to Loan Agreement. Section 9.17.1 of the Loan Agreement is herebyamended and restated to read in its entirety as follows:“9.17.1 EBITDA. Borrowers and their Subsidiaries, on a consolidated basis,shall earn EBITDA, calculated as of the last day of each month set forth below on the basisof the trailing twelve (12) months, of not less then the amount set forth opposite suchmonth:     Month Amount February 2006 $3,200,000 March 2006 $2,400,000 April 2006 $1,900,000 May 2006 $2,200,000 June 2006 $2,300,000 July 2006 $2,500,000 August 2006 $2,400,000 September 2006 $2,300,000 October 2006 $2,600,000 November 2006 $3,100,000      Each month thereafter $3,800,000 For the purposes hereof, ‘EBITDA’ shall mean the net income of Borrowers andtheir Subsidiaries determined on a consolidated basis in accordance with GAAP consistentlyapplied, but excluding any extraordinary or one-time gains, plus (a) depreciation,amortization and other non-cash charges (to the extent deducted in the computation of suchnet income), plus (b) Interest Expense (to the extent deducted in the computation ofsuch net income), plus (c) charges for federal, state, local and foreign incometaxes (to the extent deducted in the computation of such income).”     2. Consent. Agent and Wachovia hereby consent to the Sale and authorize the transferof the assets covered thereby to Purchaser free and clear of the security interests of Agenttherein, providedthat, (a) Agent shall retain its security interests in theproceeds of the Sale, (b) any such proceeds received by Borrowers in cash shall be remitted toAgent in accordance with the Loan Agreement for application to the Obligations, and (c) anyinstrument evidencing the deferred payment of the purchase price shall be duly endorsed anddelivered by Borrowers to Agent in accordance with the Loan Agreement to be held by Agent asCollateral thereunder. This consent shall apply only to the Sale and not to any other or furthertransactions, and except as specifically set forth herein, Agent and Wachovia reserve and preservetheir rights to require the strict compliance by Borrowers with all of the terms and provisions ofthe Loan Agreement and other Financing Agreements.
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     3. Effectiveness of this Amendment. Agent must have received the following items, inform and content acceptable to Agent, before this Amendment and the consent provided herein areeffective.          (a) Amendment; Acknowledgement. This Amendment and the attached Acknowledgement byGuarantors, each fully executed in a sufficient number of counterparts for distribution to allparties.          (b) Representations and Warranties. The representations and warranties set forthherein and in the Loan Agreement must be true and correct.          (c) Other Required Documentation. All other documents and legal matters in connectionwith the transactions contemplated by this Amendment shall have been delivered or executed orrecorded and shall be in form and substance satisfactory to Agent.          4. Representations and Warranties. Each Borrower represents and warrants as follows:          (a) Authority. Such Borrower has the requisite corporate power and authority toexecute and deliver this Amendment, and to perform its obligations hereunder and under theFinancing Agreements (as amended or modified hereby) to which it is a party. The execution,delivery and performance by such Borrower of this Amendment have been duly approved by allnecessary corporate action and no other corporate proceedings are necessary to consummate suchtransactions.          (b) Enforceability. This Amendment has been duly executed and delivered by suchBorrower. This Amendment and each Financing Agreement (as amended or modified hereby) is thelegal, valid and binding obligation of such Borrower, enforceable against such Borrower inaccordance with its terms, and is in full force and effect.          (c) Representations and Warranties. The representations and warranties contained ineach Financing Agreement (other than any such representations or warranties that, by their terms,are specifically made as of a date other than the date hereof) are correct on and as of the datehereof as though made on and as of the date hereof.          (d) Due Execution. The execution, delivery and performance of this Amendment arewithin the power of such Borrower, have been duly authorized by all necessary corporate action,have received all necessary governmental approval, if any, and do not contravene any law or anycontractual restrictions binding on such Borrower.          (e) No Default. No event has occurred and is continuing that constitutes an Event ofDefault.     5. Choice of Law. The validity of this Amendment, its construction, interpretationand enforcement, and the rights of the parties hereunder, shall be determined under, governed by,and construed in accordance with the internal laws of the State of California governing contractsonly to be performed in that State.
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     6. Counterparts. This Amendment may be executed in any number of counterparts and bydifferent parties and separate counterparts, each of which when so executed and delivered, shall bedeemed an original, and all of which, when taken together, shall constitute one and the sameinstrument. Delivery of an executed counterpart of a signature page to this Amendment bytelefacsimile shall be effective as delivery of a manually executed counterpart of this Amendment.     7. Reference to and Effect on the Financing Agreements.          (a) Upon and after the effectiveness of this Amendment, each reference in the Loan Agreementto “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement,and each reference in the other Financing Agreements to “the Loan Agreement”, “thereof” or words oflike import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement asmodified and amended hereby.          (b) Except as specifically amended above, the Loan Agreement and all other FinancingAgreements, are and shall continue to be in full force and effect and are hereby in all respectsratified and confirmed and shall constitute the legal, valid, binding and enforceable obligationsof Borrowers to Agent and Lenders.          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expresslyprovided herein, operate as a waiver of any right, power or remedy of Agent or any Lender under anyof the Financing Agreements, nor constitute a waiver of any provision of any of the FinancingAgreements.          (d) To the extent that any terms and conditions in any of the Financing Agreements shallcontradict or be in conflict with any terms or conditions of the Loan Agreement, after givingeffect to this Amendment, such terms and conditions are hereby deemed modified or amendedaccordingly to reflect the terms and conditions of the Loan Agreement as modified or amendedhereby.     8. Integration. This Amendment, together with the other Financing Agreements,incorporates all negotiations of the parties hereto with respect to the subject matter hereof andis the final expression and agreement of the parties hereto with respect to the subject matterhereof.     9. Severability. In case any provision in this Amendment shall be invalid, illegal orunenforceable, such provision shall be severable from the remainder of this Amendment and thevalidity, legality and enforceability of the remaining provisions shall not in any way be affectedor impaired thereby.
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     IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first abovewritten.                ROCKFORD CORPORATION  By:             Name:             Title:                    AUDIO INNOVATIONS, INC.         By:             Name:             Title:                    WACHOVIA CAPITAL FINANCE  CORPORATION (WESTERN),  as Agent and as a Lender         By:             Name:             Title:           
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**ACKNOWLEDGEMENT BY GUARANTORS**Dated as of March 21, 2006     Each of the undersigned, being a guarantor (each a “Guarantor” and collectively, the“Guarantors”) under their Guaranty and Security Agreement dated March 29, 2004, made infavor of Agent and Lenders (as amended, modified or supplemented, the “Guaranty”) herebyacknowledges and agrees to the foregoing Fourth Amendment to Loan and Security Agreement andConsent (the “Amendment”) and confirms and agrees that the Guaranty is and shall continueto be, in full force and effect and is hereby ratified and confirmed in all respects except that,upon the effectiveness of, and on and after the date of the Amendment, each reference in theGuaranty to the Loan Agreement (as defined in the Amendment), “thereunder”, “thereof” or words oflike import referring to the “Loan Agreement”, shall mean and be a reference to the Loan Agreementas amended or modified by the Amendment. Although Lender has informed Guarantors of the mattersset forth above, and Guarantors have acknowledged the same, each Guarantor understands and agreesthat Lender has no duty under the Loan Agreement, the Guaranty or any other agreement with anyGuarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing containedherein is intended to or shall create such a duty as to any advances or transaction hereafter.     If any action or proceeding is filed in a court of the State of California by or against anyGuarantor in connection with any of the transactions contemplated by the Loan Agreement or anydocument related thereto, the court shall, and is hereby directed to, make a general referencepursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear anddetermine all of the issues in such action or proceeding (whether of fact or of law) and to reporta statement of decision, provided that at the option of Lender, any such issues pertaining to a“provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heardand determined by the court.                ROCKFORD SINGAPORE CORPORATION         By:             Name:             Title:                    ROCKFORD SALES.COM, INC.         By:             Name:             Title:           
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         MB QUART SHANGHAI, INC.         By:             Name:             Title:           
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