Ex. 10.68**AGREEMENT**     This Agreement is entered into by and between **•** Tobias Wahl, in his capacity solely as insolvency trustee (individually referred toas the **“MB Quart Trustee”**) of MB Quart GmbH, a German limited liability company, (**“MBQuart GmbH”** and, collectively with the MB Quart Trustee, **“MB Quart”**),  **•** Rockford Corporation, an Arizona corporation (individually referred to as **“RockfordUS”**), and  **•** Rockford Europe Vertriebs GmbH, a German limited liability company (individuallyreferred to as **“Rockford GmbH”** and, together with Rockford US, **“Rockford”**).     WHEREAS, the MB Quart Trustee, Rockford US and Rockford GmbH entered into an agreement onMarch 11, 2005 (referred to as **“March 11 Agreement”**) pursuant to which disputes regardingownership over certain trademarks were settled and the MB Quart Trustee was put in a position tosell these Trademarks along with other assets.     WHEREAS, the MB Quart Trustee has or will sign an asset purchase contract withFünfundsiebzigste TVG Vermögensverwaltungsgesellschaft mbH (in future:Maxxsonics Europe GmbH,referred to in this Agreement as **“Maxxsonics Europe GmbH”**) pursuant to which all assets except forcash and accounts receivables of MB Quart GmbH will be sold to Maxxsonics Europe GmbH (the **“AssetPurchase Agreement”**).     WHEREAS, Maxxsonics Europe GmbH also wishes to purchase all assets listed in the March 11Agreement 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 partiesagree:    Rockford shall assign to Maxxsonics Europe GmbH in accordance with the process setforth in this Agreement:          a. All right, title and interest Rockford may have in the “MB Quart” name and mark and the MBQuart Ancillary Marks worldwide, any registrations or applications for registration thereof,including without limitation the MB Quart Registrations, and the goodwill of the business inconnection with the “MB Quart” name and mark and the MB Quart Ancillary Marks (collectively the **“MBQuart Marks”**);          b. All right, title and interest of whatever nature in every country in the world incopyrights in instructions, manuals, packages, advertisement, marketing materials, websites, andany 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 Rockfordrelating to the Rockford Inventory. (The copyright rights referred to in this Section will bereferred 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 acousticproducts and components of acoustic products designed, developed, engineered or invented by MBQuart or for MB Quart (together, the **“Patent Rights”** and, when excluding the Excluded PatentRights, the **“MB Quart Patent Rights”**), except this transfer does not include, and Rockford retainsall rights with respect to (a) Patent Rights developed by Rockford or its agents exclusively forRockford 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 technologyused for the production at MB Quart’s facility in Obrigheim, Germany, of speakers sold under thelabel MB Quart has belonged and will belong to MB Quart GmbH and that all the technology forsubwoofers 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 mayhave, at law or in equity, for past infringement of the MB Quart Marks, the Copyrights, and the MBQuart 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 thepurchase price (the **“Trust Amount”**) paid byMaxxsonics Europe GmbH pursuant to the Asset Purchase Agreement at least sufficient to pay alladministrative expenses in the insolvency proceedings over the assets of MB Quart GmbH includingthe Rockford Consideration shall be paid to an escrow account held by the Notary Public KarlhermannJung (the **“Escrow Agent”**) with his offices at Neckarsteinach. Rockford shall deposit at the EscrowAgent an Assignment document as contained in **Appendix 1**(the **“Assignment Document”**) to thisAgreement. Rockford instructs the Escrow Agent to hold this document in trust. Rockford and the MBQuart Trustee irrevocably instruct the Escrow Agent to pay the Rockford Consideration out of theTrust Amount without undue delay to Rockford upon receipt of two copies of the Assignment Documentduly signed by Rockford. Rockford will confirm receipt of the Rockford Consideration to the EscrowAgent without undue delay. Rockford and the MB Quart Trustee further instruct the Escrow Agent assoon as Rockford confirms receipt of the Rockford Consideration or if the Escrow Agent has verifiedthat Rockford has received the Rockford Consideration to have Maxxsonics Europe duly sign thecopies of the Assignment Document and to hand over one signed copy of the Assignment Document toMaxxsonics Europe GmbH and to send one copy to Rockford Corp. The parties instruct the EscrowAgent to return both copies of the Assignment Document to Rockford on October 31, 2005, if theRockford 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 March11 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. Alldefinitions 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 authorizedrepresentatives executed this Agreement as of the dates written below.       Tobias Wahl, in his capacity solely as