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                                                                 Exhibit 10.25


                                    AMENDMENT
                                       OF
                           SERVICES & OPTION AGREEMENT


This Agreement is between W. Gary Suttle ("Suttle"), Monument Investors
Limited Partnership ("Monument") as successor to Caroline S. Bartol and the
estate of John G. Bartol ("Bartols"), and Rockford Corporation, an Arizona
corporation ("Rockford").  Suttle, Monument, and Rockford agree as follows:

1     RECITALS.

      1.1   Rockford Business. Rockford manufactures and distributes high
            quality car and professional audio products under various brand
            names including "Rockford-Fosgate", "Hafler Professional", "Rockford
            Acoustic Designs", and "Connecting Punch".

      1.2   Prior Agreement. Suttle, Bartols, and Rockford were parties to a
            Services and Option Agreement, and Suttle, Monument and Rockford are
            parties to the Amendment and Renewal of Services and Option
            Agreement effective as of August 1, 1995 (the "Prior Agreement")
            under which Suttle holds options to purchase up to 185,000 shares of
            Rockford common stock from Monument (the "Prior Options"). Bartols
            assigned their shares of Rockford to Monument and Monument has
            assumed Bartols' obligations under the Prior Agreement and Prior
            Options. The Prior Agreement was for the period August 1, 1992,
            through August 1, 1995.

      1.3   Monument's Ownership. Monument, an Arizona limited partnership
            formed for the benefit of members of the Bartols' family (the
            "Family"), owns a majority of the issued and outstanding shares of
            Rockford common stock. Monument together with the Family will own
            35.45% of Rockford's fully diluted stock issue assuming (a)
            conversion of all of the outstanding Rockford debentures, (b)
            exercise of all outstanding Rockford stock options and warrants
            (including the Prior Options), and (c) vesting of all "stock grants"
            outstanding prior to the date of this Agreement.

      1.4   Suttle Services to Rockford. Suttle has made himself available to
            perform certain services under the Contract between Grisanti, Galef
            & Goldress, Inc. ("3G") and Rockford (the "Contract"), a copy of
            which is attached as Exhibit A.

      1.5   Stock Option. Monument desires to amend and extend the Prior Options
            as consideration for (1) Suttle's agreement to provide services to
            Rockford under the Contract and (2) Suttle's undertaking of the
            obligations provided in this Agreement.

      1.6   Rockford Participation. Rockford is a party to this Agreement in
            order to consent to the grant of the option, to permit it to enforce
            Suttle's obligations under this Agreement, and to permit it to
            withhold shares purchased by Suttle for the purpose of paying any
            required withholding taxes.
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2     SUTTLE SERVICES.

      2.1   Suttle Services. Suttle will serve as Director, President and CEO of
            Rockford (or in another capacity agreed by Suttle, Monument, and
            Rockford) on a "full time" basis pursuant to the terms of the
            Employment Agreement. In consideration of such services, the parties
            agree that (1) all references in the Prior Agreement to the Contract
            will, beginning on the date of this Amendment, be deemed to refer in
            addition to the Employment Agreement and (2) the requirements in the
            Prior Agreement that Suttle provide services to Rockford under the
            Contract will be satisfied by Suttle's providing of service to
            Rockford under the Employment Agreement.

      2.2   Definition of "Full Time". "full time" means that Suttle will devote
            four out of five business days (averaged in each month) tohis
            services for Rockford including work at Rockford's headquarters,
            work for Rockford in the field, and travel time on Rockford's
            behalf. Periods of vacation and sick leave permitted under this
            Agreement do not count in determining whether Suttle has worked
            "full time".

      2.3   Service to 3 G and its Clients. Suttle is a "partners" in, and plans
            to continue his affiliation with, 3G. Suttle will not take on any
            Interim Management assignments for 3G. Subject to the non-
            competition obligation established in this Agreement and the time
            limitation set forth above, Suttle may (a) perform advisory and
            assessment services on behalf of 3G for its clients, (b) continue as
            a director of Image Carpets, and (c) advise former clients who seek
            his advise.

      2.4   Executive Secretary. Suttle will employ (at Rockford's expense) a
            Confidential or Executive Secretary to assist him in the performance
            of his duties for Rockford.

      2.5   Suttle Compensation and Benefits. Suttle will be compensated
            exclusively by 3G for his services to Rockford and will not receive
            compensation directly from Rockford. Suttle will not participate in
            any Rockford employee benefit plans except as otherwise agreed by
            Rockford and Suttle, but may take reasonable vacations (consistent
            with the needs of Rockford" business) and sick leaves (when he is
            actually incapacitated). Suttle acknowledges that Rockford is paying
            compensation directly to 3G pursuant to the Contract.

      2.6   Indemnification. Suttle will be indemnified and held harmless by
            Rockford from any damages, costs, and expenses resulting from his
            services to Rockford. Neither Monument nor the Family will have any
            responsibility for such indemnification and Suttle will look solely
            to Rockford under the Contract if he has any claim for
            indemnification.

3     OPTION AMENDMENT. Monument amends and extends the Prior Option so that
      Suttle has the right to purchase up to 185,000 shares of Rockford common
      stock at the following prices during the following terms:


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<TABLE>
<CAPTION>
            Price                            Term
            -----                            ----
<S>                                          <C>
      $1.59 per share                        on or before August 1, 1995
      $1.95 per share                        on or before August 1, 1999
      $3.00 per share                        on or before August 1, 2002
</TABLE>

This amends to Prior Option by adding the right to purchase shares during the
period after August 1, 1999, and before August 1, 2002.  The Prior Option as
amended is referred to in this Agreement as the "Option".

      3.1   Qualification to Purchase. In order to exercise the Option (a)
            Suttle must be an "accredited investor" on the dates of exercise and
            must give investment representation reasonably satisfactory to
            Monument and Rockford or (b) Suttle must provide other evidence
            reasonably satisfactory to Rockford that a proposed exercise is
            exempt from registration under, and otherwise complies with,
            applicable federal and state securities laws.

      3.2   Vesting and Exercise. The prior Option provided a vesting period
            before Suttle was permitted to exercise. The vesting period was
            completed on August 1, 1995, and Suttle may exercise the Option at
            any time before expiration.

      3.3   Expiration. The Option expires and may not be exercise after the
            earliest of the following dates:

            (a)   August 1, 2002,

            (b)   24 months after the day Rockford common stock becomes publicly
                  traded,

            (c)   24 months after the day Rockford is merged into or acquired by
                  any publicly owned corporation and Rockford common stock is
                  exchanged for securities that are publicly traded,

            (d)   150 days after Suttle's death, or

            (e)   upon any attempted or purported assignment of the Options
                  other than an assignment to a trust for the benefit of Suttle
                  or members of his family.

      3.4   Adjustment of Number of Shares. The number of shares subject to the
            Option, will be adjusted upwards or downwards to reflect all stock
            dividends, stock splits, reverse splits, mergers, consolidations,
            recapitalizations and corporate adjustments effected by Rockford
            between the date of this Agreement and the date of any option
            exercise.

      3.5   Notice of Exercise and Payment for Shares. Suttle must give Monument
            and Rockford written notice of his intention to exercise the Option
            not less than 10 nor more than 90 days before the date on which he
            intends to exercise his options (the


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            "Exercise Date" or "Closing Date"). The notice must state the
            Closing Date and the number of shares to be purchased. the notice
            creates a binding obligation on Suttle to purchase the specified
            number of shares on the Closing Date. Monument must deliver the
            shares, and Suttle must pay for them in cash, on the Closing Date.

      3.6   Taxes and Cancellation of Shares. Suttle acknowledges that, as an
            independent contractor, upon exercise of the options he may become
            subject to (and is solely responsible for) payment of tax on the
            excess of the fair market value of the shares purchased over the
            option exercise price. Rockford may become entitled to a deduction
            in the same amount pursuant to provision of the Internal Revenue
            Code of 1986 and Internal Revenue Service ("IRS") regulations
            thereunder (the "Code") that attribute to Rockford the options
            granted by Monument. Rockford may elect to cancel (from the shares
            presented by Monument for transfer to Suttle pursuant to an option
            exercise) up to that percentage of shares that is equal to the
            maximum marginal rate of taxes Suttle would be required by the Code
            to pay to the IRS upon exercise of the options; Rockford will then
            pay the fair market value of any canceled shares to the IRS for
            Suttle's account. At the time of any exercise Suttle may pay the
            cash value attributed to the canceled shares to Rockford and
            Rockford will then transfer to Suttle all the shares presented for
            transfer. Rockford will make an election to cancel shares only upon
            advise of its professional advisors that such action is necessary to
            protect its deduction (and then only in the amount required by the
            Code); such an election will not constitute an admission by either
            Suttle or Rockford that Suttle is an employee of Rockford and Suttle
            will at all times be an independent contractor to Rockford.

4     ELECTION OF DIRECTORS. Monument and Suttle will vote as Directors and
      shareholders of Rockford (to the extent they are OR become Directors or
      shareholders) so as to set the number of Directors at 5 and to elect John
      P. Lloyd, Nicholas Bartol, Caroline S. Bartol, Glen J. Carrio, and Suttle
      to serve as Directors (or such other number of directors and candidates as
      they agree upon).



5     OWNERSHIP OF WORKS. All ideas, artworks, compositions, conceptions, and
      materials ('Works") prepared by Suttle during the term of his engagement
      for Rockford, pursuant to this Agreement and the Contract, and usable in
      Rockford's business will be the property of Rockford. Suttle assigns to
      Rockford all of Suttle's right, copyright, title and interest in such
      Works. Suttle will not use, or transfer to others, any Works other than in
      connection with Rockford's business or with Rockford's written consent;
      provided that Rockford grants Suttle a non-exclusive right to use the
      Works personally in any activity that is not competitive with Rockford.


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6     CONFIDENTIAL INFORMATION. During and after the term of Suttle's engagement
      pursuant to this Agreement and the Contract, Suttle will keep
      confidential, and will not reproduce, copy or disclose to any other person
      or firm, any trade secrets or other proprietary or confidential
      information of Rockford or about its business ("Confidential
      Information'). Suttle will not, during or after the term of this
      Agreement, use (either alone or with others), disclose to any person, or
      encourage anyone else to disclose, any Confidential Information except
      within the scope of Suttle's duties and responsibilities for Rockford or
      with, Rockford's consent.

7     RETURN OF ROCKFORD DOCUMENTS. Upon termination of Suttle's engagement
      pursuant to this Agreement and the Contract, Suttle will return to
      Rockford all records and documents of or pertaining to Rockford
      (including, but not limited to, customer, distributor, and supplier lists,
      names, or addresses) and will not make, retain, or give to any other
      person any copy or extract of any such record or document. "Record"
      includes, but is not limited to, information stored on computer.

8     NON-COMPETE AND SOLICITATION. During the term of Suttle's engagement for
      Rockford pursuant to this Agreement and the Contract, and for 2 years
      thereafter, Suttle will not engage in, plan for, organize, work for,
      acquire an ownership interest in, or assist, directly or indirectly, any
      business that competes with Rockford in the United States or elsewhere.
      During and after the term of Suttle's engagement for Rockford pursuant to
      this Agreement and the Contract, Suttle will not solicit, or assist others
      to solicit, any customers, distributors, suppliers, or employees of
      Rockford who did business or agreed to do business with Rockford at any
      time before or during the term of Suttle's engagement for Rockford
      pursuant to this Agreement and the Contract.

If this section is deemed unreasonable as to time or scope by any court or
arbitrator, then such court or arbitrator is directed to modify this section
as to time or scope, or both, so that this section is reasonable and to then
enforce this section as modified.  Suttle acknowledges and agrees that the
market for Rockford's product is limited and international in scope, so that
any competitive activities in violation of this section would cause -material
harm to Rockford and Monument.



9     ACTIONS. Suttle acknowledges that it would be difficult to determine
      damages, and Rockford and Monument will not have an adequate remedy at
      law, if Suttle breaches this Agreement. Accordingly, if Suttle breaches
      this Agreement, Rockford or Monument may seek injunctive relief to enforce
      this Agreement. Nothing in this section limits or excludes any and all
      other rights, including rights to money damages, granted to Rockford or
      Monument in law or equity,

10    SEVERABILITY. If any section of this Agreement is deemed unreasonable by a
      court or arbitrator, that section is severable from the remainder of this
      Agreement, which is to be enforced according to its terms irrespective of
      the enforceability of the unreasonable section SO long AS enforcement is
      consistent with the general intent of the parties as evidenced by this
      Agreement taken as a whole.


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11    NON-ASSIGNABILITY. Suttle's obligations and rights under this Agreement
      are not assignable. Suttle's options are exercisable only by Suttle or by
      the personal representative of his estate. Any attempted or purported
      assignment of Suttle's obligations oR rights under this Agreement is a
      material breach and will result in the immediate termination of the
      Option.

12    ESCROW OF SHARES. Upon request by Suttle, Monument will place in escrow
      with a mutually acceptable third party selected by Monument (and pursuant
      to documentation approved by Monument and Suttle) a certificate for not
      less than 185,000 shares of Rockford common stock, with four or more
      signed stock powers attached, and instructions to deliver to Suttle up to
      185,000 shares upon proper exercise of Ms options and payment of the
      option price to Monument.

13    CONFLICTS WITH CONTRACT. If there is a conflict between this Agreement and
      the Contract, this Agreement will regulate the relations between Monument
      and Suttle and the Contract will regulate the dealings between Rockford
      and 3G.

14    NOTICES. Notices under this Agreement are effective upon delivery or three
      days after mailing, certified or registered mail, return receipt
      requested, to the addresses stated on the signature page of this Agreement
      (which may be changed by notice).

15    INTEGRATION AND AMENDMENT. This Agreement is the entire agreement of the
      parties with respect to the grant of the Option and may be amended only by
      a written document signed by all the parties.

16    GOVERNING LAW. Arizona law will govern this Agreement and any disputes
      arising out of or related in any way to this Agreement.

17    ATTORNEYS' FEES. In any proceeding arising out of or related to this
      Agreement, the prevailing party is entitled to reasonable attorneys' fees,
      costs and other expenses incurred in connection with such proceeding.

18    ARBITRATION. Disputes not resolved by the parties and arising out of or
      related in any way to this Agreement will be submitted to binding
      arbitration in metropolitan Phoenix, Arizona, before a single arbitrator
      or, if the parties cannot agree upon a single arbitrator, before a panel
      of three arbitrators, one selected by each party (within 10 days after
      notice of a dispute and failure to agree upon a single arbitrator) and a
      third appointed by the arbitrators selected by the parties. The selection
      of arbitrators and all arbitration proceedings will be in accordance with
      the rules of the American Arbitration Association, as amended to the date
      of the proceedings, and judgment upon the award may be entered in any
      court having jurisdiction. The arbitrators will render a decision within
      30 days after their appointment and may award the costs of arbitration as
      they see fit.

19    EXECUTION AND EFFECTIVE DATE This Agreement is executed _______1995, and
      is effective as of August 1, 1995.


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                                    /s/
                                    --------------------------------------------
                                          W. Gary Suttle
                                          Address:    648 S. River Dr.
                                                      Tempe, AZ 85281



                                    Monument Investors Limited Partnership



                                    By   /s/
                                    --------------------------------------------
                                          Nicholas Bartol, General Partner
                                          Address:    239 Cove Drive
                                                      Coppell, TX  75019



                                    Rockford Corporation



                                    By  /s/
                                    --------------------------------------------
                                          Glen J. Carrio, Chairman
                                          Address:    648 South River Drive
                                                      Tempe, AZ 852


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