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                                                                  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.

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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
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Lease                                       Lessor

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                   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
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Its:                                           Its:
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                                               By:
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                                               Its:
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