exv10w68



 






Ex. 10.68




AGREEMENT




     This Agreement is entered into by and between




	 	•	 	Tobias Wahl, in his capacity solely as insolvency trustee (individually referred to
as the “MB Quart Trustee”) of MB Quart GmbH, a German limited liability company, (“MB
Quart GmbH” and, collectively with the MB Quart Trustee, “MB Quart”),
	 
	 	•	 	Rockford Corporation, an Arizona corporation (individually referred to as “Rockford
US”), and
	 
	 	•	 	Rockford Europe Vertriebs GmbH, a German limited liability company (individually
referred to as “Rockford GmbH” and, together with Rockford US, “Rockford”).





     WHEREAS, the MB Quart Trustee, Rockford US and Rockford GmbH entered into an agreement on
March 11, 2005 (referred to as “March 11 Agreement”) pursuant to which disputes regarding
ownership over certain trademarks were settled and the MB Quart Trustee was put in a position to
sell these Trademarks along with other assets.



     WHEREAS, the MB Quart Trustee has or will sign an asset purchase contract with
Fünfundsiebzigste TVG Vermögensverwaltungsgesellschaft mbH (in future:Maxxsonics Europe GmbH,
referred to in this Agreement as “Maxxsonics Europe GmbH”) pursuant to which all assets except for
cash and accounts receivables of MB Quart GmbH will be sold to Maxxsonics Europe GmbH (the “Asset
Purchase Agreement”).



     WHEREAS, Maxxsonics Europe GmbH also wishes to purchase all assets listed in the March 11
Agreement under Section 1 a through d.



     THEREFORE, MB Quart and Rockford, wish to change and amend the March 11 Agreement as follows:




	 	1.	 	Assignment. In lieu of Section 1 of the March 11 Agreement the parties
agree:
	 
	 	 	 	Rockford shall assign to Maxxsonics Europe GmbH in accordance with the process set
forth in this Agreement:





          a. All right, title and interest Rockford may have in the “MB Quart” name and mark and the MB
Quart Ancillary Marks worldwide, any registrations or applications for registration thereof,
including without limitation the MB Quart Registrations, and the goodwill of the business in
connection with the “MB Quart” name and mark and the MB Quart Ancillary Marks (collectively the “MB
Quart Marks”);




          b. All right, title and interest of whatever nature in every country in the world in
copyrights in instructions, manuals, packages, advertisement, marketing materials, websites, and
any other original work that relates or refers to any product marketed under the MB Quart Marks
(together: the “Marketing Material”), except for the Marketing Material held in stock by Rockford
relating to the Rockford Inventory. (The copyright rights referred to in this Section will be
referred to as the “Copyrights”);




          c. All right, title and interest of whatever nature, including without limitation, patents,
patent rights, trade secrets, inventions, industrial designs, and maskworks and the




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right to apply for patents, industrial designs and maskworks protection, on all acoustic
products and components of acoustic products designed, developed, engineered or invented by MB
Quart or for MB Quart (together, the “Patent Rights” and, when excluding the Excluded Patent
Rights, the “MB Quart Patent Rights”), except this transfer does not include, and Rockford retains
all rights with respect to (a) Patent Rights developed by Rockford or its agents exclusively for
Rockford or (b) patent rights relating to amplifiers and subwoofers in the car audio field (the
“Excluded Patent Rights”). For the avoidance of doubt the parties agree that all the technology
used for the production at MB Quart’s facility in Obrigheim, Germany, of speakers sold under the
label MB Quart has belonged and will belong to MB Quart GmbH and that all the technology for
subwoofers and amplifiers for the car audio field has belonged and will belong to Rockford;




          d. Rockford’s entire right, title and interest in and to any and all claims and demands it may
have, at law or in equity, for past infringement of the MB Quart Marks, the Copyrights, and the MB
Quart Patent Rights.




          2. Consideration. In lieu of Section 4 a of the March 11 Agreement the parties agree:



The Rockford consideration shall be in an amount of Euro 700,000.- (Euro seven-hundred-thousand)
(the “Rockford Consideration”). An amount of the
purchase price (the “Trust Amount”) paid by
Maxxsonics Europe GmbH pursuant to the Asset Purchase Agreement at least sufficient to pay all
administrative expenses in the insolvency proceedings over the assets of MB Quart GmbH including
the Rockford Consideration shall be paid to an escrow account held by the Notary Public Karlhermann
Jung (the “Escrow Agent”) with his offices at Neckarsteinach. Rockford shall deposit at the Escrow
Agent an Assignment document as contained in Appendix 1
(the “Assignment Document”) to this
Agreement. Rockford instructs the Escrow Agent to hold this document in trust. Rockford and the MB
Quart Trustee irrevocably instruct the Escrow Agent to pay the Rockford Consideration out of the
Trust Amount without undue delay to Rockford upon receipt of two copies of the Assignment Document
duly signed by Rockford. Rockford will confirm receipt of the Rockford Consideration to the Escrow
Agent without undue delay. Rockford and the MB Quart Trustee further instruct the Escrow Agent as
soon as Rockford confirms receipt of the Rockford Consideration or if the Escrow Agent has verified
that Rockford has received the Rockford Consideration to have Maxxsonics Europe duly sign the
copies of the Assignment Document and to hand over one signed copy of the Assignment Document to
Maxxsonics Europe GmbH and to send one copy to Rockford Corp. The parties instruct the Escrow
Agent to return both copies of the Assignment Document to Rockford on October 31, 2005, if the
Rockford Consideration has not been paid to Rockford on or before that date and, in such event, (a)
this Agreement shall be terminated and shall have no further effect and (b) all terms of the March
11 Agreement shall remain in effect as if this Agreement had never been signed.




          3. The March 11 Agreement shall remain in full force and effect unless changed herein. All
definitions used in the March 11 Agreement shall also be used in this Agreement.




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     IN WITNESS WHEREOF, the parties, intending to be bound, have by their duly authorized
representatives executed this Agreement as of the dates written below.



	 	 	 	 	 	 	 
	Tobias Wahl, in his capacity solely as
	 	 	 	 
	insolvency trustee of MB Quart GmbH
	 	 	 	 
	(“MB Quart Trustee”)
	 	 	 	 
	By:

	 	/s/ Tobias Wahl	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	Tobias Wahl	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	Sept. 22, 2005	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	Insolvency Trustee of MB Quart GmbH	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Rockford Corporation
	 	Rockford Europe Vertriebs GmbH

	(“Rockford US”)
	 	(“Rockford GmbH”)

	By:

	 	/s/ Richard G. Vasek
	 	By:
	 	/s/ Richard G. Vasek
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	Richard G. Vasek
	 	Name:
	 	 Richard G. Vasek
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	CFO/Secretary
	 	Title:
	 	 CFO/Secretary
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	09/22/05
	 	Date:
	 	 09/22/05
	 

	 	 
	 	 	 	 





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Appendix 1




ASSIGNMENT





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