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                                                                   EXHIBIT 10.15



                                MANUFACTURING AND
                             DISTRIBUTION AGREEMENT


             This Agreement is between Rockford Corporation, an Arizona
corporation ("Rockford"), and Path Group Inc., an Arizona corporation ("Path").
Rockford and Path agree as follows:

1.       BACKGROUND.


         1.1      Rockford Business. Rockford is a manufacturer of high quality
                  consumer electronic products used in automotive, professional,
                  and home sound reproduction systems.

         1.2      Path Business and Experience. Path was formerly known as
                  "American Connection Incorporated," and is an affiliate of
                  Path Group PLC, a British corporation ("Path UK"). Path is a
                  successor to American Connection, Ltd., a British corporation
                  ("ACL"), and is a manufacturer and supplier of accessory
                  products that may be used in the installation of Rockford's
                  products and other company's products. All references to Path
                  in this Agreement include Path and ACL.

         1.3      Past Relationship. Rockford and Path are parties to agreements
                  relating to Rockford's distribution of Path products in
                  Europe, the United States, the Americas, and Asia as listed on
                  Exhibit D, Prior Agreements (the "Prior Agreements").

         1.4      New Relationship. Rockford and Path desire to renew and revise
                  their existing agreements relating to Rockford's distribution
                  of Path products. Under the new agreement, Path will
                  manufacture (or purchase) and warehouse accessory products
                  (the "Products"). Rockford will solicit sales of the Products
                  to Rockford's authorized dealers and distributors throughout
                  the world ("Dealers"). The Products covered by this Agreement
                  are identified on Exhibit A; the parties may at any time add
                  other products to those identified by amending Exhibit A and
                  the added products will then be treated for all purposes as
                  "Products."

         1.5      License. In connection with this Agreement, Rockford will
                  license Path to place certain Rockford trademarks and
                  tradenames (the "Names") on the Products, solely for sales of
                  the Products to Dealers. The Names are identified on Exhibit
                  B, which may be amended by the parties from time to time.

         1.6      Purpose. The purpose of this Agreement is to replace the Prior
                  Agreements. This Agreement states the terms of the agreement
                  between Path and Rockford relating to sales of the Products to
                  Rockford's Dealers.




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2.       DISTRIBUTION OF THE PRODUCTS. Path will manufacture (or purchase) and
         warehouse the Products. Rockford will solicit sales of the Products
         and, upon receipt of orders, will ship the Products to Rockford's
         Dealers throughout the world. The parties will undertake these
         activities on the following basis:


         2.1      Inventory Locations. Path will manufacture or purchase the
                  Products and will maintain an inventory of the Products at its
                  own warehouses and at selected Rockford warehouse locations.
                  Path must insure the Products against casualty loss prior to
                  their shipment to Dealers.

                  (a)      Duty and Freight. Path is responsible for payment of
                           applicable duty and freight to deliver the Products
                           to each warehouse location.

                  (b)      Changes to Locations. Path is responsible for costs
                           and systems improvements at its own warehouse
                           locations and at Rockford's warehouse locations (to
                           the extent needed to keep Path inventory at such
                           locations), including equipment and license fees to
                           operate the locations. Rockford is not responsible
                           for any equipment or license fees related to any
                           changes to warehouse locations (including movements
                           into Rockford warehouses).

                  (c)      Europe and Singapore. In Europe and Singapore, Path
                           will own Products and locate them at Rockford's
                           warehouse in Germany and Singapore until their sale
                           to Dealers.

                  (d)      Germany. Path shall pay the value added tax (VAT)
                           upon entry of goods into the warehouse in Germany and
                           shall charge the VAT to Rockford on sales from the
                           warehouse in Germany.

         2.2      Inventory Levels. Path will maintain inventory at a level that
                  is sufficient to satisfy reasonably expected demand for the
                  Products.

                  (a)      Representatives of Rockford and Path will meet
                           regularly to discuss anticipated demand for the
                           Products and the level of inventory appropriate to
                           allow Rockford and Path to meet that demand.

                  (b)      Path is responsible for end-of-life ("EOL") inventory
                           management, including inventory levels and EOL
                           discounts. If Path wants to offer EOL discounts to
                           help manage inventory, Rockford will arrange to offer
                           the discounts to Dealers using free goods or other
                           means consistent with Rockford's sales practices for
                           its own products.

                  (c)      Upon termination of this Agreement, Rockford will in
                           good faith assist Path to liquidate Path's reasonable
                           inventory of the Products. These good faith efforts
                           will include Rockford's continued ordering of the
                           Products

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                           from Path until the reasonable inventory of each
                           Product is exhausted, but only to the extent Rockford
                           has orders from Dealers for the Products.

         2.3      Responsibilities of the Parties.

                  (a)      Rockford. Rockford will manage sales of the Products,
                           including order taking, shipping from Rockford
                           warehouses, invoicing to Rockford's customers, terms
                           offered to Rockford's customers, bad debts, and
                           marketing programs. Rockford will solicit sales of
                           the Products to Rockford's Dealers and will use the
                           sales methods it deems appropriate, which may (but
                           are not required to) include dealer visits,
                           telemarketing, direct mail, and advertising.

                  (b)      Path. Path will ship Products from its own warehouses
                           to fill orders submitted to it by Rockford and will
                           follow Rockford's established procedures for
                           confirming to Rockford the quantities and dates of
                           shipment (including submission of entries to
                           Rockford's information systems) so that Rockford can
                           timely invoice its Dealers. Path will not make any
                           independent sales of the Products, but will:

                           (1)      assist Rockford's sales staff and sales
                                    representatives in their efforts to sell the
                                    Products;

                           (2)      make available to Rockford's Dealers
                                    point-of-purchase materials, including
                                    product displays (subject to Rockford's
                                    approval and reasonable budgetary
                                    constraints established by Path); and

                           (3)      provide support as necessary in the form of
                                    technical information or advisory personnel.

                  (c)      Promotional Literature. Rockford is responsible for
                           development, production, and distribution of all
                           literature regarding the Products and for the cost
                           associated with exhibits, booths, and audio-visual
                           presentations at trade shows. Path is responsible for
                           development, production, and distribution of display
                           and point of sale materials for Dealer sites and
                           written material used for Dealer training. Rockford
                           and Path will consult with each other with respect to
                           the content and appearance of such materials.

                  (d)      Cooperation. Path will cooperate with Rockford's
                           efforts so that, for all purposes, Dealers are
                           encouraged to treat the Products as Rockford products
                           and to deal directly with Rockford on all matters
                           related to the Products.

         2.4      Orders and Delivery. Rockford may remove the Products from
                  Path's inventory at Rockford's warehouses and deliver the
                  Products to Rockford's Dealers upon

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                  receipt of orders for the Products. Rockford will promptly
                  give Path notice of the shipment of Products from Rockford's
                  warehouses.

         2.5      Price and Payment.

                  (a)      Price. After consultation with Rockford, Path will
                           establish Dealer Prices and suggested retail prices
                           for each Product in each region or territory.
                           Rockford will sell the Products at the applicable
                           Dealer Price, subject to reasonable payment, volume,
                           and other sales incentives that are consistent with
                           the incentives Rockford offers on its own products.

                  (b)      Payments by Dealers and Credit Risk. Rockford is
                           solely responsible for collecting amounts due for
                           sales of Products. Rockford is also responsible for
                           managing its credit relationship with its Dealers and
                           may establish, in connection with its acceptance of
                           orders and shipment of Products, reasonable credit
                           policies including, as it deems necessary,
                           requirements for COD sales only.

                  (c)      Payments by Rockford to Path. Path will submit
                           invoices to Rockford for all Products shipped in the
                           amounts established under Exhibit C. Rockford will
                           make payments in accordance with the terms set forth
                           on Exhibit C. All payments will be in U.S. Dollars at
                           the Path location designated by Path.

                  (d)      Returns. Rockford will accept returns of Products on
                           a basis consistent with Rockford's policies for
                           returns. Rockford will deliver returned Product to
                           Path and is entitled to a credit for the net amount
                           Rockford paid Path for the returned Product.

                  (e)      Discounts. (Confidential treatment has been requested
                           and redacted portions of this document have been
                           filed separately with the Commission.)

         2.6      Additional Names and Products. At its execution, this
                  Agreement covers only Products sold in connection with
                  Rockford's "Rockford-Fosgate" line of car audio products. The
                  parties are discussing an arrangement for sales of Products in
                  connection with Rockford's "Hafler" line of professional audio
                  products. If the parties agree on terms for such an
                  arrangement, they may execute a separate agreement covering
                  that arrangement or they may amend Exhibits A, B, and C to add
                  the Hafler related Products to this Agreement with appropriate
                  variations in the terms of those Exhibits.

3.       DEVELOPMENT AND ADDITION OF PRODUCTS.

         3.1      Development of Products. Rockford and Path will cooperate to
                  improve existing Products and develop new Products that will
                  satisfy the needs of Rockford's Dealers, and their customers.
                  Path is principally responsible for development of

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                  improvements to existing Products and new Products. Before the
                  development of new or improved Products the parties will meet
                  and agree upon:

                  (a)      the anticipated role of each party in development of
                           the Product;

                  (b)      any change in the marketing and administrative fees
                           or royalty necessary for the Product; and

                  (c)      ownership of patents, trade secrets, copyrights and
                           other intellectual property associated with the
                           Product (other than the Names, which will remain
                           Rockford's exclusive property).

         3.2      Addition of Products. Path will not produce or sell any
                  Products, and will not use the Names in connection with any
                  Products, until Rockford has approved such Products and added
                  them to Exhibit A as approved Products. When a Product is
                  approved and added to Exhibit A, Rockford and Path will also
                  agree whether the Product is to be "exclusive" under the terms
                  of this Agreement. Except as otherwise specifically agreed by
                  Rockford and Path, all Products will be exclusive.

         3.3      Deletion of Products. Rockford and Path will discontinue
                  Products as they reasonably determine is necessary because of
                  obsolescence, inadequate sales, or new product developments.

         3.4      Use of Products After Termination. Upon termination of this
                  Agreement, Path may manufacture, sell, and distribute
                  products, including tools, that were principally or
                  exclusively marketed through Rockford during the term of this
                  Agreement, except for products protected by Rockford patents
                  and products produced using Rockford's trade secrets,
                  confidential information, or other intellectual property. Path
                  may not use the Names in connection with any such products.
                  Path and its affiliates will own patents, trade secrets,
                  confidential information, and other intellectual property
                  associated with all Products Path or its affiliates develop
                  exclusively for Rockford. For example:

                  (a)      all tools and dies, sketches, designs, drawings,
                           forms, software, software manuals, source codes, and
                           other information and tangible property associated
                           with development of or manufacturing of the Products
                           Path or its affiliates develop exclusively for
                           Rockford will remain the property of Path unless Path
                           grants licenses or other rights to Rockford; and

                  (b)      the "Gamma Geometry" cable designed by Ixos (patents
                           applied for), which Path is licensed to manufacture
                           for certain Products, will remain the property of
                           Path's affiliate, Ixos, Ltd.

4.       USE OF NAMES.

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         4.1      Limited License of Names. Rockford grants Path a right to use
                  the Names solely during the term of this Agreement and solely
                  in connection with sales of the Products to Rockford's
                  Dealers.

         4.2      Approval of Uses. Path will use the Names only in a manner and
                  form approved before use in writing by Rockford. If Path
                  wishes to propose a new use or form of the Names, it must
                  submit its proposal in writing to Rockford. Rockford will
                  promptly review the proposed use and indicate its approval or
                  disapproval in writing. Any proposed use will be deemed
                  approved if Rockford does not object within 30 business days
                  after Path submits it to Rockford in writing together with a
                  written request for approval.

         4.3      Quality of Products. Path will provide Rockford with initial
                  samples of each Product before any sale and Rockford must
                  approve the initial samples before any sale of a Product. Path
                  will provide Rockford with production samples from time to
                  time, as requested by Rockford, so that Rockford may confirm
                  that the Products conform to the approved samples and to
                  Rockford's requirements as to quality. All Products supplied
                  by Path will be of a quality at least equal to the initial
                  samples supplied to Rockford.

         4.4      Goodwill and Ownership of Names. All goodwill generated by the
                  use of the Names or promotion of the Products will accrue to
                  Rockford's benefit. Path disclaims any ownership rights in the
                  Names and goodwill of Rockford, acknowledges that the Names
                  are the sole and exclusive property of Rockford, and agrees
                  that it will not take any action challenging Rockford's
                  ownership and rights in the Names. Path will not (a) take any
                  action that would interfere with Rockford's use of the Names
                  or (b) file applications for registration of the Names
                  anywhere in the world.

         4.5      Infringements. If Path believes any other party is infringing
                  on Rockford's rights in the Names, then Path will promptly
                  notify Rockford and will cooperate with Rockford in any action
                  Rockford chooses to take to protect its rights in the Names.
                  Rockford will have sole and exclusive control of any actions
                  relating to such infringements.

         4.6      No Use after Termination. Upon expiration or termination of
                  this Agreement, Path will immediately cease using the Names
                  other than for sales permitted after termination under the
                  termination provisions of this Agreement.


5.       EXCLUSIVITY AND NON-COMPETE.


         5.1      Mutual Exclusivity. In connection with "exclusive" Products
                  (including those identified on Exhibit A and others deemed
                  exclusive under section 3.2) and solely during the term of
                  this Agreement:

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                  (a)      Rockford will not sell (or license others to sell)
                           products that compete with the exclusive Products;
                           and

                  (b)      Neither Path nor any affiliate of Path will sell (or
                           license others to sell) products that compete with
                           the exclusive Products.

                  The parties may agree that a Product is exclusive only in part
                  of the world, in which case the restrictions in (a) and (b)
                  will apply only in the part of the world where the product is
                  exclusive.

         5.2      Non-Compete.  Neither Path nor its affiliates will:

                  (a)      during the term of this Agreement (and for one year
                           after its termination if termination is a result of
                           any breach by Path or a result of Path's election not
                           to renew this Agreement), either directly or through
                           any affiliate, offer for sale any products that are
                           competitive with an exclusive Product (for a Product
                           that is exclusive in only part of the world, this
                           restriction applies only in the part of the world
                           where the Product is exclusive); and

                  (b)      during or at any time after the term of this
                           Agreement, offer for sale any products using the
                           Names, or using names, marks, or other trade dress
                           that are confusingly similar to the Names, other than
                           Products sold under this Agreement.

6.       MANAGEMENT MEETINGS. Management of Rockford and Path will meet
         quarterly at Rockford's headquarters in Tempe, Arizona, to discuss the
         business relationship and resolve issues arising between the parties.

7.       WARRANTY, TITLE, AND INDEMNITY.


         7.1      Warranty to Dealers. Rockford will offer warranties for the
                  Products consistent with the warranties offered by Rockford
                  for its own products. Rockford will require that Dealers and
                  their customers return Products requiring warranty service to
                  Rockford.

         7.2      Path Warranty and Service Procedures. Path warrants that the
                  Products will be free from defects in material and workmanship
                  for the period of the warranty offered by Rockford. Rockford
                  will deliver Products requiring warranty service to Path, Path
                  will repair or exchange returned Products, and Path will
                  return the Products to Rockford's Dealers, or their customers,
                  at its sole expense.

         7.3      Encumbrances, Title, and Risk of Loss. Path warrants that the
                  Products, upon shipment, will be free from any security
                  interest, lien, or other encumbrance. Path will transfer title
                  to the Products free and clear of all security interests,
                  liens, and other encumbrances. Risk of loss from any casualty
                  to the Products will be on Path until their receipt and
                  acceptance by Rockford's Dealers.

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         7.4      Indemnification and Insurance.

                  (a)      Indemnity by Rockford. Rockford will defend,
                           indemnify and hold harmless Path, and its officers,
                           directors, employees, and agents, from:

                           (1)      all fines, suits, proceedings, claims,
                                    demands, debts, obligations, liabilities or
                                    actions of any kind by anyone (including
                                    reasonable attorneys' fees and costs) (a
                                    "Loss") arising from or connected with the
                                    activities or operations of Rockford or its
                                    officers, directors, employees, or agents;

                           (2)      all Loss arising out of claims by third
                                    parties that Path's authorized use of the
                                    Names infringed on the marks or other rights
                                    of such third parties; and

                           (3)      all Loss in product liability actions
                                    brought against Path involving the defective
                                    manufacture or design of Rockford products.

                           Rockford will maintain product liability insurance
                           with insurers and in amounts reasonably satisfactory
                           to Path. Such insurance will name Path as an
                           additional insured on a form reasonably approved by
                           Path and will be cancelable by the insurer only after
                           30 days notice to Path.

                  (b)      Indemnity by Path; Product Liability Insurance. Path
                           will defend, indemnify and hold harmless Rockford,
                           and its officers, directors, employees, and agents,
                           from:

                           (1)      all Loss arising from or connected with the
                                    activities or operations of Path or its
                                    officers, directors, affiliates, employees,
                                    or agents; and

                           (2)      all Loss in product liability actions
                                    brought against Rockford involving the
                                    defective manufacture or design of Products;
                                    except that Path will have no obligation to
                                    defend, indemnify, or hold harmless from
                                    liability resulting from Rockford's acts or
                                    omissions in the design of the Products.

                           Path will maintain product liability insurance with
                           insurers and in amounts reasonably satisfactory to
                           Rockford. Such insurance will name Rockford as an
                           additional insured on a form reasonably approved by
                           Rockford and will be cancelable by the insurer only
                           after 30 days notice to Rockford.

                  (c)      Procedure. A party must give notice to the other
                           party of any claim as to which it intends to seek
                           indemnity under this Agreement promptly after the
                           indemnified party learns of the claim. The
                           indemnifying party is entitled to assume the defense
                           of any claim and, if it does so, is not

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                           thereafter responsible for the expenses of
                           independent counsel retained by the indemnified
                           party. The indemnified party will cooperate in the
                           defense of the claim and will not settle or
                           compromise any claim without the indemnifying party's
                           consent.

8.       TERM AND TERMINATION.


         8.1      Initial Term. This Agreement is for an initial term from July
                  1, 1998 until July 31, 2001.

         8.2      Renewal Term. On or before January 31, 2001, Rockford and Path
                  will meet to evaluate the business relationship and to decide
                  whether to continue the relationship for two additional years.
                  The Agreement will renew unless either Rockford or Path gives
                  written notice that they elect not to extend the term of the
                  Agreement. If the Agreement is extended, the Agreement will
                  renew for one additional two year renewal term.

         8.3      Additional Renewal. After the renewal term, the parties may
                  renew this Agreement each year for additional two year terms,
                  but only if both parties give written notice of renewal at
                  least 180 days before a scheduled expiration.

         8.4      Termination. A party may terminate this Agreement, at any time
                  and upon written notice to the other, in any of the following
                  events:

                  (a)      If the other party breaches any material term of this
                           Agreement, and fails to correct such breach within 30
                           days after notice from the party;

                  (b)      If the other party suspends payment of its debts,
                           enters into or becomes subject to corporate
                           reorganization or rehabilitation procedures,
                           liquidation, dissolution, or bankruptcy proceedings,
                           or makes a composition with creditors, or makes an
                           assignment for the benefit of creditors, or seeks
                           relief under bankruptcy or other similar laws for
                           debtor's relief; or

                  (c)      If the performance of the Agreement by either party
                           is prevented by force majeure, and the condition
                           continues to prevent performance for 90 days.

         8.5      Specific Performance. In addition to its right to terminate,
                  Rockford has the right to obtain temporary and permanent
                  injunctive relief to prevent any breach or threatened breach
                  by Path or its affiliates of sections 4, 5 or 9 of this
                  Agreement. Path has the right to obtain temporary and
                  permanent injunctive relief to prevent any breach or
                  threatened breach by Rockford or its affiliates of sections 5
                  or 7 of this Agreement.

         8.6      Termination Events.  Upon expiration or termination of this
                  Agreement:

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                  (a)      the parties will settle any amounts due between them
                           within 30 days;

                  (b)      Path will cease to make, use, or sell the Rockford
                           branded Products, except that Path may continue to
                           sell such Products pursuant to sales orders submitted
                           to it by Rockford on behalf of its Dealers. Path may
                           make such sales only out of inventory held by Path at
                           the time of termination or shipped to Path as a
                           result of orders outstanding at the time of
                           termination. Rockford will in good faith assist Path
                           to liquidate Path's reasonable inventory of the
                           Products. These good faith efforts will include
                           Rockford's continued ordering of the Products from
                           Path until the reasonable inventory of each Product
                           is exhausted, but only to the extent Rockford has
                           orders from Dealers for the Products;

                  (c)      Path will continue to honor warranty claims and
                           returns of Products sold by Rockford and delivered to
                           Rockford's Dealers and their customers; and

                  (d)      Path will maintain inventories of service parts for
                           the periods required by law.

                  Termination or expiration will not limit or exclude any and
                  all other rights of the parties (including rights to recover
                  damages, to offset damages against any amounts due, and to
                  equitable relief) and will not act as an election of remedies.

9.       CONFIDENTIAL INFORMATION. Rockford will maintain in confidence all
         Confidential Information of Path, and Path will maintain in confidence
         all Confidential Information of Rockford, on the following terms:


         9.1      Definitions.  In this Agreement:

                  (a)      "Information" means information about:

                           (1)      business or marketing plans, strategies,
                                    concepts, and data (including costs and
                                    pricing);

                           (2)      research and development activities;

                           (3)      products, product plans, technical
                                    specifications, technology, hardware,
                                    software, systems, and designs;

                           (4)      trade secrets, formulas, copyrighted
                                    materials, packaging, and Marks;

                           (5)      manufacturing processes and methods
                                    (including line speeds, manning requirements
                                    and layout);

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                           (6)      existing or potential customers, suppliers,
                                    methods, and techniques; and

                           (7)      other accumulated technical knowledge or
                                    information.

                  (b)      "Confidential Information" means Information of one
                           party which is disclosed to the other and is
                           identified as confidential when disclosed.
                           Confidential Information does not include Information
                           that

                           (1)      is or becomes publicly known through no
                                    wrongful act of the receiving party;

                           (2)      is, at the time of disclosure, already known
                                    to the receiving party;

                           (3)      is rightfully and without breach of this
                                    Agreement in the receiving party's
                                    possession without any obligation
                                    restricting use or disclosure;

                           (4)      is independently developed by the receiving
                                    party without breach of this Agreement or
                                    reference in any way to Confidential
                                    Information; or

                           (5)      is furnished by the disclosing party to a
                                    third party without a similar restriction on
                                    the third party's rights.

         9.2      Maintaining Confidence. Each party will retain the other's
                  Confidential Information in confidence and will not reproduce,
                  copy, or disclose Confidential Information to any third party.
                  Each party will exercise at least the same care to preserve
                  the confidentiality of Confidential Information as it uses to
                  preserve the confidentiality of its own information of like
                  importance.

         9.3      Use of Confidential Information. Each party will use the
                  other's Confidential Information only in connection with the
                  manufacture and distribution of the Products. Rockford will
                  not use Path's Confidential Information for its own direct
                  benefit (other than in the sale of Products as specifically
                  permitted by this Agreement) or to benefit any third party
                  other than Path. Path will not use Rockford's Confidential
                  Information for its own direct benefit (other than in the
                  manufacture of Products as specifically permitted by this
                  Agreement) or to benefit any third party other than Rockford.

         9.4      Rights to Disclose. Each party may disclose the other's
                  Confidential Information only to the extent disclosure is
                  either:

                  (a)      required by law (except that, to the extent permitted
                           by law, each party must first give the other notice
                           and a reasonable time to obtain a protective order
                           limiting disclosure and use of the information); or

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                  (b) released with the other's written consent.

         9.5      Return of Confidential Information. Each party will, upon the
                  other's request, return all the requesting party's
                  Confidential Information and deliver to the requesting party
                  all notes, memoranda, and analyses relating to or derived from
                  the requesting party's Confidential Information. Neither party
                  will keep or use for itself, or disclose to any third party,
                  copies of the other's Confidential Information except with the
                  other's written consent.

         9.6      No License. No license in Confidential Information is granted
                  to the other party, other than to use Confidential Information
                  in the manner and to the extent authorized by this Agreement.
                  Each party will retain title and full ownership rights to all
                  of its Confidential Information.

10.      INDEPENDENT CONTRACTOR RELATIONSHIP. Path and Rockford are independent
         contractors responsible for hiring their own employees, exercising sole
         and absolute discretion, judgment and control over the management and
         day-to-day operations of their respective businesses, and achieving the
         objectives of their businesses. This Agreement does not create a
         relationship of principal and agent, franchisor and franchisee, joint
         venture, partnership or employment. Neither party is liable for any
         obligations incurred by the other except as expressly provided in this
         Agreement. Neither party will act or represent itself, directly or by
         implication, as an agent of the other with any authority other than as
         set forth expressly in this Agreement.

11.      NOTICES. Notices under this Agreement must be in writing and are
         effective upon delivery, in person or by facsimile, or three days after
         mailing, first class mail, postage prepaid and return receipt
         requested, to the addresses stated on the signature page of this
         Agreement (which may be changed by notice). Notices sent by facsimile
         must be confirmed by mailing (in the same manner as mailed notices),
         but are effective upon receipt of the facsimile transmission.

12.      AMENDMENT AND WAIVER. This Agreement is the entire agreement of the
         parties, and supersedes all prior agreements and undertakings with
         respect to its subject matter. This Agreement may be amended only by a
         written document signed by both parties. The delay or failure of a
         party to exercise any rights under this Agreement, or a partial
         exercise of such rights, will not constitute a waiver of such rights.
         Any waiver of a right, obligation or default must be in writing and
         signed by all parties. A waiver of one right, obligation or default
         will not be construed as a waiver of any other or subsequent right,
         obligation or default.


13.      GOVERNING LAW. Arizona substantive law will govern this Agreement and
         any dispute arising out of or in any way relating to this Agreement or
         the parties' relationship under this Agreement.


14.      JURISDICTION AND VENUE. The exclusive jurisdiction and venue for any
         dispute arising out of or in any way relating to this Agreement or the
         parties' relationship under this

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         Agreement is in the Superior Court for Maricopa County, Arizona, or in
         the Federal District Court for the District of Arizona. Each party
         consents to the jurisdiction of such courts for this purpose.


15.      WAIVER OF JURY TRIAL. Any dispute arising out of or in any way relating
         to this Agreement or the parties' relationship under this Agreement
         will be tried to the court, without a jury, and each party hereby
         irrevocably waives any right to request a jury trial in connection with
         such a dispute.


16.      DISCLAIMER OF DAMAGES. Path and Rockford irrevocably waive and
         relinquish any right to recover incidental, consequential, or punitive
         damages in any dispute arising out of or in any way relating to this
         Agreement or the parties' relationship under this Agreement.


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


18.      SEVERABILITY. If any provision of this Agreement is deemed contrary to,
         prohibited by, or invalid under applicable law, or is inoperative for
         any reason, that provision will be deemed modified to the extent
         necessary to make it valid and operative, or if it cannot be so
         modified, then severed. The remainder of this Agreement will continue
         in full force and effect as if the Agreement had been signed with the
         invalid provision so modified or eliminated.


19.      NO THIRD PARTY BENEFICIARIES. This Agreement will not create any third
         party beneficiary rights.


20.      TERMINATION OF PRIOR AGREEMENTS. Rockford and Path are parties to two
         existing agreements governing distribution of Products in,
         respectively, Europe (for the first agreement) and the United States,
         Americas, and Pacific Rim. This Agreement replaces and supercedes both
         of the earlier agreements, which are terminated when this Agreement is
         effective. Both parties acknowledge that this Agreement makes
         significant changes in the business arrangements relating to
         distribution of the Products.


21.      EXECUTION AND EFFECTIVE DATE. This Agreement is executed and accepted
         in Tempe, Arizona, on June 11, 1998, and is effective on July 1, 1998.


                                        Path Group Inc., an Arizona corporation



                                        By       /s/
                                             Its:        President

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                         Address:     Path Group Inc.
                                      c/o Path Group PLC
                                      Attn: Adrian Towland
                                      Unit 2, Desborough Industrial Park
                                      Desborough Park Road, High
                                      Wycombe
                                      Buckinghamshire, England
                                      HP12 3BG


                         Fax:


                         Rockford Corporation, an Arizona corporation



                         By       /s/ James M. Thomson
                               Its:        Vice President Finance & CFO


                         Address:     Rockford Corporation
                                      Attn: Gary Suttle
                                      546 S. Rockford Drive
                                      Tempe, Arizona 85281
                                      United States of America


                         Fax:


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                                    EXHIBIT A
                                    PRODUCTS


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                                    EXHIBIT B
                             LICENSED ROCKFORD NAMES


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                                    EXHIBIT C

                        SCHEDULE OF INVOICES AND PAYMENTS

Amount Due. Rockford will pay Path, and Path may invoice Rockford for, the
Dealer Price less:

         (1)      (Confidential treatment requested and redacted portions of the
                  document have been filed separately with the Commission.)

         (2)      (Confidential treatment requested and redacted portions of the
                  document have been filed separately with the Commission.)

         (3)      (Confidential treatment requested and redacted portions of the
                  document have been filed separately with the Commission.)


Due Date. Rockford will pay Path the amount of the invoice within 7 days after
Path submits the invoice to Rockford.

Net Payments. Rockford may net the amount due from Path to Rockford on account
of returns or for other matters against Path's invoices.


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                                    EXHIBIT D

                                PRIOR AGREEMENTS

              [List prior agreements superseded by this agreement]


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