Exhibit 10.3

                                                   REDACTED COPY*


                       INTERSONICS TECHNOLOGY CORPORATION

                             THIRD AMENDMENT TO THE
                                LICENSE AGREEMENT
                                     FOR THE
                          AUTOMOBILE AUDIO AFTERMARKET


      This Third  Amendment to the License  Agreement for the  Automobile  Audio
Aftermarket dated September 30, 1993, as amended by the Novation Agreement dated
as of May 23, 1995 and by the Second  Amendment  dated as of September  18, 1995
(as  so  amended,  the  "License  Agreement")  made  and  entered  into  between
INTERSONICS TECHNOLOGY CORPORATION,  an Illinois corporation  ("Licensor"),  and
PHOENIX  GOLD  INTERNATIONAL,  INC.,  an  Oregon  corporation  ("Licensee"),  is
effective as of January 15, 1997.

      FOR  VALUABLE  CONSIDERATION,  the  receipt and  sufficiency  of which are
hereby acknowledged, the parties agree as follows:

      1. Licensee and Licensor desire to extend Licensee's exclusivity period as
specified in Paragraph 4 of the License  Agreement  with respect to both the car
audio and home  markets  covered  by the  License  Agreement  (the  "Exclusivity
Period").  The Exclusivity Period is currently scheduled to terminate on * * * *
* * * * * * * * .

      2. The Exclusivity Period will be automatically  extended by * * * * * * *
* for each * * * * * * in which  Licensee  pays to Licensor at least * * * * * *
in royalty  payments  (an  "Extension  Payment")  under the  License  Agreement;
provided, that the Exclusivity Period can be extended under this paragraph up to
a maximum of * * * * * *. Licensor  acknowledges  receipt of the first Extension
Payment in January 1997, which extends the Exclusivity  Period through * * * * *
* * *.

      3. For each * * * * * * in which royalty  payments of at least * * * * * *
extend the Exclusivity Period, to the extent that royalty payments due under the
License Agreement do not exceed * * * * *, the difference  between the * * * * *
paid to Licensor  and the amount of such  royalty  payments  due to Licensor for
that * * * * * will be known as the "Additional Payment."

      4. All  Additional  Payments  will  accumulate  as part of an  "Additional
Payment Pool." In any * * * * * in which royalty  payments due to Licensor under
the License  Agreement  exceed * * * * *, * * * of such excess  payments will be
credited  against  the  Additional  Payment  Pool,  and * * * * of  such  excess
payments  will  be  credited  against  "advance  royalties"  under  the  License
Agreement,  until the  Additional  Payment  Pool is reduced  to zero.  After the
Additional  Payment Pool is reduced to zero,  or in any * * * * in which royalty
payments due to Licensor under the License Agreement are less than or equal to *
* * * * * *, all royalty  payments due under the License  Agreement will be paid
to Licensor and credited by Licensee against "advance royalties" as specified in
the License Agreement.

      5. EXHIBIT A to the License  Agreement is hereby  modified by the addition
to the Minimum Annual Royalties for sales of Rotary Vane Subwoofers for the year
ended * * * * * the amount of * * * * * *.
<PAGE>

      6. All  Additional  Payments will be counted as part of the Minimum Annual
Royalties  owed by  Licensee  for Year 2 and Year 3 as set forth in EXHIBIT A to
the License Agreement.

      7. Except as specifically  modified  hereby,  the License  Agreement shall
continue in full force and effect according to its terms. All capitalized  terms
used in this Amendment without definition shall have the definitions ascribed to
them in the License Agreement.

INTERSONICS TECHNOLOGY CORPORATION

By:  /s/ Charles A. Rey
    -----------------------
        Charles A. Rey, President

PHOENIX GOLD INTERNATIONAL, INC.

By: /s/ Timothy G. Johnson
    -----------------------
Title:   Executive Vice President



      *** Certain material  contained in this exhibit and indicated by asterisks
has  been  omitted  and  filed  separately  with  the  Securities  and  Exchange
Commission  pursuant to an application  for  confidential  treatment  under Rule
24b-2 promulgated under the Securities Exchange Act of 1934, as amended.