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                                                                    Exhibit 10.6

                                [BEST BUY LOGO]

                                                             HIGHLY CONFIDENTIAL



September 30, 1998


Dan McLeod
Vice President Sales
Rockford Corporation
546 South Rockford Drive
Tempe, AZ  85281

Dan,

Following is a recap of the various topics we have discussed over the past
several months regarding the terms and conditions of the Rockford and Best Buy
business relationship. This letters purpose is to confirm your agreement with
these points and serve as a "letter of intent" to begin doing business together
in January of 1999.
Following are the specifics.

RETURNS - Returns agreement varies by product category and is as follows:

         SPEAKERS-Return for credit. Review return rates after six months.
         Returns to be processed monthly through BBY devo centers. Best Buy will
         call for RA#. Freight on defective returns to be paid by Best Buy.

         AMPLIFIERS - Return for credit for first 30 days after the date of
         sale. After 30 days product will be returned for repair. Best Buy (or
         customer) will pay for return freight to Rockford. Rockford will pay
         for return freight of repaired product to Best Buy. Call for RA#. After
         30 days, customer can return for repair through Best Buy Service Center
         or return direct to Rockford. Rockford to supply 800 number to Best Buy
         stores and customers to process returns. Rockford agrees to expedite
         repairs and maintain average repair turnaround under 7 days.

         HEAD UNITS - TBD.

         ACCESSORIES - One half of one percent defective allowance. If defective
         rates are greater than twice the experienced rate of defective items
         (catastrophic failure) Rockford will accept that defective accessories
         be returned to them.

         TERMS - Net 60.(*)


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(*) CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL MATERIAL HAS BEEN REDACTED
AND FILED SEPARATELY WITH THE COMMISSION.
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         DISCOUNTS - (*) off sheet on electronics, (*)


         MDF - (*) MDF will be taken in two ways. (*) will be a monthly
         accrual to be paid automatically by the 10th of the following month
         based on net purchases. The remaining (*) will be paid no later than 10
         days after the end of the calendar quarter based on net purchases for
         the quarter. No proof of performance required.

         COOP - (*)paid monthly no later than the 10th day of the following
         month based on net purchases. No proof of performance required.

         Examples of discounts, mdf and coop:

<TABLE>
<CAPTION>
                                                                         (*)           (*) MDF               (*) MDF
             MODEL         SHEET         DISC         INV. COST          COOP           MONTHLY                QTRLY
         -----------------------------------------------------------------------------------------------------------------
<S>          <C>           <C>           <C>          <C>             <C>            <C>                   <C>
             (*)           (*)           (*)          (*)             (*)            (*)                   (*)
             (*)           (*)           (*)          (*)             (*)            (*)                   (*)
    (*)
</TABLE>

         DEMO PROGRAM - (*) off sheet minus discounts. One product per store
         per year. Demo discount to be taken in either MDF funds or discounts on
         purchase orders to be taken annually in June.

         FORECASTS - Best Buy will supply Rockford with six month rolling
         forecasts, updated monthly. Best Buy will supply sixty day commitments
         to purchase by sku and purchase orders 30 days in advance of shipment.

         NEW STORE FUNDING - (*) per store. Paid quarterly. Subject to
         review semi-annually.

         ACCESSORIES - All terms and conditions are identical with the following
         additions:

<TABLE>
<CAPTION>
<S>      <C>                                                <C>
         Defective allowance                                (*) Paid monthly.

         Conference allowance                               (*) Paid monthly.

         VIR                                                (*) Volume rebate levels to be
                                                            determined.  Paid quarterly.
</TABLE>

         QUARTERLY REVIEW - Both parties agree that the sales objectives and
         business plan should be reviewed on a quarterly basis to assure that we
         are on track to achieve our mutual goals.

         CONFIDENTIALITY - Due to the sensitive nature of this agreement both
         parties agree to maintain strict confidentiality on all issues until
         the relationship has been formally announced on December 5, 1998.
         Rockford and Best Buy agree that, when asked, we

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(*) CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL MATERIAL HAS BEEN REDACTED
AND FILED SEPARATELY WITH THE COMMISSION.

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         can confirm that we have an ongoing dialogue but neither party will, at
         any time, disclose the nature of our discussions or the status of our
         relationship.

         After you have had an opportunity to review this information, and
         providing that you find everything is agreeable, please sign this
         letter of intent in the space provided on page 3 and forward the
         document to Phil Kalleberg.

         Everyone at Best Buy looks forward to a long and mutually profitable
         relationship between our companies.

         Best regards,


         /s/

         Phil Kalleberg
         Senior Buyer

         cc:      Gary Suttle
                  Dan McLeod
                  Dave Richards
                  Bill Jackson
                  Steve Stamy
                  Phil Schoonover
                  Dan Moe

<TABLE>
<CAPTION>
<S>                                      <C>                                    <C>
         /s/                                      /s/                                    /s/
-------------------------------          --------------------------------       ---------------------------
Gary Suttle                              Dan McLeod                             Dave Richards
President                                Vice President Sales                   Vice President MIS



         /s/                                      /s/                                    /s/
-------------------------------          --------------------------------       ---------------------------
Phil Schoonover                          Dan Moe                                Phil Kalleberg
Senior Vice President                    Merchandise Manager                    Senior Buyer
Marketing
</TABLE>

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