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                                                                    Exhibit 10.6

CONSULTING AGREEMENT dated as of May 5, 2003 (this "Agreement") between (i)
TELEX COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and (ii) Ned
Jackson ("Consultant").

                                   Witnesseth:

Whereas,      the Company desires to receive business advice from time to time
              from Consultant, and Consultant desires to provide such services
              to the Company.

Now, therefore, the Company and Consultant hereby agree as follows

1.   Engagement. The Company hereby engages Consultant as a consultant, and
     Consultant hereby agrees to provide business advice to the Company from
     time to time as requested by the Company, all on the terms and subject to
     the conditions set forth below.

2.   Services.

     Consultant hereby agrees during the term of this Agreement to assist,
     advise and consult with the management of the Company and its subsidiaries
     in such manner and on such business matters as may be reasonably requested
     from time to time by the Company including participation in quarterly
     business reviews with the CEO to effect a smooth transition.

3.   Fee. In consideration of providing services during the term of this
     Agreement, the Company shall pay to Consultant a monthly fee of $30,000,
     for a twelve-month period beginning May 5, 2003.

4.   Payment of Expenses. The Company will also reimburse Consultant promptly
     for Consultant's reasonable out-of-pocket expenses incurred by Consultant
     in accordance with policies approved from time to time by the Company and
     in connection with the performance of Consultant's duties hereunder.

5.   Term.

     (a) This Agreement shall be in effect beginning May 5, 2003 and shall
         automatically terminate on April 30, 2004.

     (b) Upon any termination of this Agreement, any unpaid and unreimbursed
         expenses that shall have been incurred prior to such termination
         (whether or not such Expenses shall then have become payable), shall be
         immediately paid or reimbursed, as the case may be, by the Company.

6.   Independent Contractor Status. The parties agree that Consultant shall
     perform services hereunder as an independent contractor, retaining control
     over and responsibility for his own operations. Consultant shall not,
     solely by virtue of this Agreement or the arrangements hereunder, be
     considered an employee or agent of the Company nor shall he have authority
     to contract in the name of the Company.

7.   Binding Effect: Assignment. This Agreement is not assignable by either
     party without the prior written consent of the other party, which consent
     shall be granted in such other party's sole discretion.

8.   Non-Disclosure. Consultant shall not at any time after the date hereof
     divulge, provide, or make accessible to anyone, other than in connection
     with the business of the Company, any knowledge or information with respect
     to confidential or secret processes, inventions, discoveries, improvements,


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     formulae, plans, materials, devices, materials, or ideas or other know-how,
     whether patentable or not, with respect to any confidential or secret
     aspects of the Company's business (including without limitation customer
     lists, supplier lists and pricing arrangements with customers or suppliers
     or any similar lists, arrangements or understandings, marketing plans,
     sales plans, manufacturing plans, management organization information, data
     and other information relating to members of the Board of Directors of the
     Company or its affiliates, or its or their management), operating policies
     or manuals, business plans, financial records, packaging designs or other
     financial, commercial, business or technical information relating to the
     Company or any of its subsidiaries, or information designed as confidential
     or proprietary that the Company or any of its subsidiaries may receive
     belonging to suppliers, customers or others who do business with the
     Company or any of its subsidiaries (collectively, "Confidential
     Information"); provided, however, that Consultant may disclose such
     information (i) at the request of any governmental regulatory authority or
     in connection with an examination of Consultant by any such authority, (ii)
     pursuant to subpoena or other court process, (iii) when required to do so
     in accordance with the provisions of any applicable law or regulation, or
     (iv) if such information has otherwise been made generally available to the
     public other than by reason of Consultant's breach of this paragraph 8.
     Upon the expiration of the Agreement, Consultant shall promptly deliver to
     the Company all property relating to the business of the Company, including
     all Confidential Information, and all copies thereof that are in the
     possession or control of Consultant.

9.   Inventions. Consultant shall promptly disclose to the Company all
     processes, trademarks inventions improvements and discoveries related to
     the business of the Company (collectively, "Developments") conceived or
     developed by him or with others during the Term of Agreement, if such
     Developments were conceived or developed during the course of Consultant
     performing services for the Company or through the use of the Company's
     resources. All such Developments shall be the sole and exclusive property
     of the Company. Consultant, upon the request of and at the Company's
     expense, shall assist the Company in obtaining patents thereon and execute
     all documents and other instruments necessary or proper to obtain letters
     patent, including assignments to the Company of any invention, and to vest
     the Company with full title thereto.

10.  Covenant Not to Compete. During Consultant's assignment with the Company or
     any of its subsidiaries or affiliates, Consultant agrees that he shall not
     compete, directly or indirectly, with the business conducted by the Company
     or any of its subsidiaries, whether as an employee, director, agent,
     principal, consultant, stockholder or limited partner owning more than 5%
     of any class of securities or equity of a corporation, association or
     partnership, or by maintaining any other type of interest in or affiliation
     with or providing any assistance whatsoever to, any other person, firm,
     corporation or entity which at the time of Consultant's affiliation
     therewith is in direct competition with any facet of the business then
     being conducted by the Company or any of its subsidiaries.

11.  Governing Law. This Agreement shall be governed in all respects, including
     validity, interpretation and effect, by the law of the State of Minnesota
     regardless of the law that might be applied under principles of conflicts
     of laws. The parties agree that any disputes arising under this Agreement
     shall be brought before a court of competent jurisdiction sitting in
     Minnesota.

12.  Entire Agreement. This Agreement contains the complete and entire
     understanding and agreement of each party hereto with respect to the
     subject matter hereof and supersedes all prior and contemporaneous
     understandings, conditions and agreements, oral or written, express or
     implied, in respect of the subject matter hereof.

13.  Amendment: Waivers. No amendment, modification, supplement or discharge of
     this Agreement, and no waiver hereunder, shall be valid or binding unless
     set forth in writing and duly executed by the party against whom
     enforcement of the amendment, modification, supplement, discharge or waiver
     is


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     sought, and acknowledged by the other party. Any such waiver shall
     constitute a waiver only with respect to the specific matter described in
     such writing and shall in no way impair the rights of the party granting
     such waiver in any other respect or at any other time. The rights and
     remedies herein provided are cumulative and are not exclusive of any rights
     or remedies that any party may otherwise have at law or in equity or
     otherwise.

                                      * * *

In witness whereof, the parties have duly executed this Agreement as of the date
first above written.


TELEX COMMUNICATIONS, INC.                         CONSULTANT:

By:   /s/ Edgar S. Woolard                          By: /s/ Ned Jackson
    ----------------------                              ---------------
         Edgar S. Woolard                                   Ned Jackson
         Chairman of the Board