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                                                                 EXHIBIT 10.28


                              AMENDMENT AND RENEWAL
                                       OF
                         CONSULTING AND OPTION CONTRACT


This Contract is between Rockford Corporation, an Arizona corporation
("Rockford") and Grisanti, Galef & Goldress, Inc., a Nevada corporation ("3G").
Rockford and 3G 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   3G Consulting Services. 3G is in the business of providing executive
            and other consulting services. 3G has provided services to Rockford
            pursuant to (a) a letter agreement dated February 8, 1992, and
            accepted by 3G on February 10, 1992, and (b) a Consulting and Option
            Contract dated March 10, 1993 (the "Prior Contracts"). Pursuant to
            the Prior Contracts, 3G has provided executive and consulting
            services to Rockford through W. Gary Suttle ("Suttle"), one of 3G's
            associates.

      1.3   Related Agreement. This Contract is related to a contemporaneous
            Agreement (the "Agreement"), between Suttle, Rockford, and Monument
            Investors Limited Partnership ("Monument") the principal stockholder
            of Rockford. The Agreement (a) grants to Suttle an Option to
            purchase 185,000 shares of Rockford common stock held by Monument,
            (b) requires that Suttle devote "full time" to his services for
            Rockford, and (c) establishes certain non-compete and other
            obligations. A copy of the Agreement is attached as Exhibit 1 and
            made a part of this Contract.

2     CONSULTING SERVICES AGREEMENT. For a term of not less than 5 years from
      August 1, 1995, 3G will provide executive and advisory services to
      Rockford through Suttle and through its other associates (with Rockford's
      advance approval). Suttle will work for Rockford on a "full time" basis as
      defined in the Agreement.

      2.1   Nature of Required Services. Rockford, 3G, and Suttle will from time
            to time agree on the exact nature of the consulting services to be
            performed under this Contract.

      2.2   Suttle's Position. Suttle will serve as Director, President, and CEO
            of Rockford (or in another capacity agreed by Rockford, Monument,
            Suttle, and 3G). Suttle will carry out the duties of such offices on
            an independent contractor basis and not as Rockford's employee.
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      2.3   Advisory Director. 3G will designate its associate Jerry Goldress to
            serve as an "Advisory Director" of Rockford, with the right to
            receive notice of, to attend, and to speak at meetings of Rockford's
            Directors, but not to vote on any matters.

      2.4   Compensation of 3G Associates. 3G will pay, and bear exclusively,
            all compensation of Suttle, Goldress, and any other 3G associate
            working on the Rockford engagement.

3     ROCKFORD COOPERATION. Rockford will extend full cooperation to 3G and
      Suttle, will provide full access to its employees, officers, consultants
      and Directors, and will provide full access to all of its files, books and
      corporate and financial records. Rockford's Board of Directors will at all
      times retain control of Rockford and its business.

4     TERMINATION. This Contract may be terminated at any time by Rockford or
      3G. Termination requires 90 days written notice. Upon termination Suttle
      will withdraw and be released from his obligations to Rockford set forth
      in Section 2 of the Agreement.

5     COMPENSATION AND EXPENSES.

      5.1   Base Retainer. Rockford will pay 3G a retainer fee of $30,000 per
            month payable in advance on the 8th day of each month. This retainer
            fee is non-refundable, except that if this Contract is terminated by
            3G effective on some day other than the 8th day of the month the
            final fee payment will be pro-rated or a refund will be given for
            any unearned portion.

      5.2   Bonus Fees. As additional compensation for 3G's services under this
            Contract, Rockford will pay 3G an annual bonus, with the amount and
            timing of payment determined by Rockford's Board of Directors taking
            into account (a) Suttle's compensation in prior positions and
            Rockford's original plan to pay bonuses sufficient to increase the
            base compensation by $120,000 per year, (b) the need to provide
            substantial "upside" compensation to Suttle if Rockford is
            successful, and (c) the bonus paid by Rockford to the most senior
            members of its management team. The initial bonus under this
            Contract will be paid for Rockford's fiscal year ended September
            1995 and will be in an amount consistent with the bonus declared for
            the most senior members of Rockford's management other than Suttle.
            3G waives and relinquishes all right to payments under the bonus
            formula established in the Prior Contracts.

      5.3   Termination Fees. If this Contract is terminated by Rockford,
            Rockford will continue to pay to 3G its base retainer for 9 months
            after the date of termination.

      5.4   Option Compensation.

            5.4.1 Prior Option. As contingent compensation for 3G's services
                  under the Prior Contracts, Rockford granted to 3G an option
                  (the "Prior Option") on or before August 1, 1999, to purchase
                  50,000 of its authorized but unissued common stock at a price
                  of $23.00 per share (the "Exercise Price"), protected against
                  dilution only from stock dividends, stock splits,


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                  reverse stock splits, mergers, consolidations,
                  recapitalizations and corporate adjustments.

            5.4.2 Amendment of Prior Option. As of October 28, 1994, Rockford
                  restructured its 10.5% Convertible Subordinated Debentures
                  into Senior Notes with Warrants and reduced the exercise price
                  of the Warrants from $23.00 to $6.50. In connection with such
                  restructuring, Rockford and 3G agreed to reduce the Exercise
                  Price to $6.50 per share; this Contract constitutes written
                  acknowledgment of Rockford and 3G that the Exercise Price was
                  reduced to $6.50 per share effective as of October 28, 1994.
                  Rockford further agrees to extend the Prior Option in
                  connection with the execution of this Contract, so that 3G may
                  exercise the Prior Option at any time before August 1, 2002
                  (unless the Prior Option expires earlier under a provision of
                  this Contract). As amended and extended, the Prior Option is
                  referred to in this Contract as the "Option."

            5.4.3 [Intentionally Omitted].

            5.4.4 Vesting. The Prior Contracts provided for vesting of the Prior
                  Option over a period ending August 1, 1995. The Option is now
                  100% vested.

            5.4.5 Limited Assignment Right. 3G may assign the Options to and
                  among its associates (including Suttle) or to any corporation,
                  firm or joint venture formed by them to hold the Option. No
                  other assignment is permitted.

            5.4.6 Investment Representation. In order to exercise the Option 3G
                  or any permitted assignee (1) must qualify as an "accredited
                  investor" and must give reasonably satisfactory investment
                  representations or (2) must provide other evidence reasonably
                  satisfactory to Rockford that the proposed exercise is exempt
                  from registration under, and otherwise complies with,
                  applicable federal and state securities laws.

            5.4.7 Notice of Exercise and Payment upon Exercise. 3G or its
                  permitted assignee must give Rockford written notice of its
                  intention to exercise the Option not less than 10 nor more
                  than 90 days before the date on which it intends to exercise
                  the Option (the "Closing Date" or "Exercise Date"). The notice
                  must state the Closing Date and the number of shares to be
                  purchased. The notice creates a binding obligation on 3G or
                  its permitted assignee to purchase the specified number of
                  shares on the Closing Date. Rockford must deliver the shares,
                  and 3G or its permitted assignee must pay for them in cash, on
                  the Closing Date.

            5.4.8 Taxes and Election not to Issue Shares. 3G acknowledges that,
                  as an independent contractor, upon exercise of the options it
                  (or its permitted assignee) 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


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                  the same amount pursuant to provisions of the Internal Revenue
                  Code of 1986 and IRS regulations thereunder (the "Code").
                  Rockford may elect not to issue up to that percentage of
                  shares that is equal to the maximum marginal rate of taxes 3G
                  (or its permitted assignee) would be required by the Code to
                  pay to the IRS upon exercise of the options; Rockford will pay
                  the fair market value of any withheld shares to the IRS for
                  the account of 3G or its permitted assignee, as applicable. At
                  the time of any exercise 3G or its permitted assignee may pay
                  the cash value attributed to the withheld shares to Rockford
                  and Rockford will then issue all the shares for which the
                  Option is exercised. Rockford will make an election to
                  withhold shares only upon advice of its professional advisors
                  that such action is necessary to protect its deduction (and
                  then it will withhold only the amount required by the Code);
                  such an election will not constitute an admission by either 3G
                  or Rockford that 3G is an employee of Rockford and 3G will at
                  all times be an independent contractor to Rockford.

      5.5   Split Dollar Life Insurance. Upon 3G's request, Rockford will
            institute a program of "split dollar" life insurance covering Suttle
            providing for payments by Rockford of up to $36,000 per year.

      5.6   Expense Reimbursement. In addition to compensation provided
            hereunder, Rockford will reimburse 3G or Suttle for reasonable out
            of pocket expenses incurred on Rockford's behalf, subject to
            Rockford's right to require adequate documentation of expenses.

6     CONFIDENTIAL INFORMATION. During and after the term of 3G's engagement
      pursuant to this Contract, 3G and its associates 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 and data of
      Rockford or about its business ("Confidential Information"). 3G and its
      associates 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
      3G's duties and responsibilities for Rockford or with Rockford's consent.

7     RETURN OF ROCKFORD DOCUMENTS. Upon termination of 3G's engagement pursuant
      to this Contract, 3G 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-SOLICITATION. During and after the term of 3G's engagement for
      Rockford pursuant to this Contract, 3G 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 3G's engagement for Rockford pursuant to
      this Contract.


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      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. 3G acknowledges and agrees
      that the market for Rockford's product is limited and international in
      scope, so that any solicitation activities in violation of this section
      would cause material harm to Rockford.

9     ACTIONS. 3G acknowledges that it would be difficult to determine damages,
      and Rockford will not have an adequate remedy at law, if 3G breaches this
      Contract. Accordingly, if 3G breaches this Contract, Rockford may seek
      injunctive relief to enforce this Contract. Nothing in this section limits
      or excludes any and all other rights, including rights to money damages,
      granted to Rockford in law or equity.

10    SEVERABILITY. If any section of this Contract is deemed unreasonable by a
      court or arbitrator, that section is severable from the remainder of this
      Contract, 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
      Contract taken as a whole.

11    RELEASE AND INDEMNIFICATION.

      11.1  Release. Rockford releases 3G (and its employees, representatives,
            and associates working on the Rockford engagement, including Suttle)
            from any and all liability to Rockford so long as such liability
            arises out of an action, or failure to take action, which 3G (or its
            employees, representatives, and associates) believed in good faith
            to be in Rockford's best interest and not in contravention of this
            Contract or the Agreement.

      11.2  Indemnity. Rockford indemnifies and holds harmless 3G, its
            employees, representatives and associates, including Suttle (an
            "Indemnified Party"), from and against any and all losses, damages,
            costs and expenses, including all legal fees, court costs, and
            out-of-pocket expenses (a "Loss") in any way arising out of or in
            connection with an Indemnified Party's activities on Rockford's
            behalf and asserted against an Indemnified Party by Rockford, any of
            its officers, Directors, debenture owners or stockholders, or any
            other person, so long as the Loss arises out of an action, or
            failure to take action, which the Indemnified Party in good faith
            believed to be in Rockford's best interest.

      11.3  Procedure, Expenses, and Defense. If there is a Loss, an Indemnified
            Party must notify Rockford promptly of the claim and Rockford will
            advance expenses incurred in connection with the claim on behalf of
            the Indemnified Party. Rockford may decline to advance expenses if
            its Board of Directors determines, in good faith and within 30 days
            after receiving notice of the claim from the Indemnified Party, that
            the Indemnified Party is not entitled to indemnification under the
            circumstances; however, such determination is not binding upon the
            Indemnified Party in any action for indemnification. Rockford is
            entitled to assume the defense of any claim, using counsel of its
            choice reasonably


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            satisfactory to the Indemnified Party, and will not be responsible
            for the fees of counsel to the Indemnified Party after it assumes
            the defense.

12    NON-ASSIGNABILITY. The rights and obligations of Rockford and 3G under
      this Contract are not assignable, except 3G's may assign its option rights
      to the extent expressly permitted. Any other purported or attempted
      assignment of 3G's or Rockford's rights is a material breach of this
      Contract.

13    EMPLOYMENT OF 3G PERSONNEL BY ROCKFORD . If Rockford employs Suttle (or
      any other person working for 3G) during the term of this Contract,
      Rockford will pay 3G 35% of such person's salary and incentive bonus
      during the first year of such person's employment.

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

15    NOTICES. Notices under this Contract 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 Contract
      (which may be changed by notice).

16    INTEGRATION AND AMENDMENT. This Contract is the entire agreement of the
      parties with respect to the engagement of 3G by Rockford, supersedes all
      prior agreements between 3G and Rockford (including the Prior Contracts),
      and may be amended only by a written document signed by both parties.

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

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

19    ARBITRATION. Disputes not resolved by the parties and arising out of or
      related in any way to this Contract 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.

20    ASSIGNMENT TO SUTTLE. If Suttle terminates his association with 3G for any
      reason then, at Suttle's option, 3G will assign all of its obligations and
      rights under this Contract to Suttle and Suttle will assume all such
      rights and obligations. Rockford consents to any


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      such assignment and agrees that 3G will then be released from its
      obligations under this Contract.

21    EXECUTION AND EFFECTIVE DATE. This Contract is executed _______________,
      1995, and is effective as of August 1, 1995.



                                    Grisanti, Galef & Goldress, Inc.



                                    By /s/ ________________________________
                                       Jerry Goldress, Chairman
                                       Address: 987 Tahoe Blvd #206
                                                Incline Village, NV 89451


                                    Rockford Corporation



                                    By /s/ ________________________________
                                       Glen Carrio, Chairman
                                       Address: 648 South River Drive
                                                Tempe, Arizona 85281


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