**Execution Copy****EXHIBIT 10.72****Loan And Security Agreement**          This Loan and Security Agreement is between Advanced Integration, LLC (“Borrower”) andRockford Corporation, an Arizona corporation (“Lender”). Borrower and Lender agree as follows: 1.      **Recitals**. 1.1       Audio Innovations Business. Lender manufactures high quality mobile audioequipment, including amplifiers, speakers, and accessories. Under the “Audio Innovations”name, one part of Borrower’s business operates out of facilities in Stillwater, Oklahoma,to design, manufacture, market and distribute branded aftermarket mobile audio enclosuresunder the names of Q-Logic, Q-Forms, and Q-Customs. The Audio Innovations enclosurebusiness is referred to in this Agreement as the “Business.”  1.2      Sale of Business to Borrower. Lender has agreed to sell the assets relatedto the Business to Borrower. The purchase will be completed pursuant to the terms of theAsset Purchase Agreement (“APA”) among Borrower, Lender, and Lender’s wholly ownedsubsidiary Audio Innovations, Inc.  1.3      Loan. In connection with the sale of the Business to Borrower, Borrower hassought and Lender has agreed to provide a $1,000,000 loan to Borrower to finance$1,000,000 of the purchase price for the Business.  1.4      Purpose. The purpose of this Agreement is to set forth the terms of Lender’sagreement to lend to Borrower, and Borrower’s agreement to pay to Lender, $1,000,000,which shall be further evidenced by a promissory note of even date herewith (the“Promissory Note”). 2.      **Loan Agreement and Promise to Pay**. Lender agrees to loan Borrower $1,000,000 (the“Loan”) on the terms set forth in this agreement and as the Deferred Purchase Price under theAPA. Borrower promises to pay to Lender the amount of the Loan on the schedule established inthis Agreement.  3.      **No Interest, Except After Event of Default**. So long as there is no Event of Defaultthat is not cured or waived within the time periods allowed under Section 7 of this Agreement,Borrower is not required to pay interest on the Loan. If Borrower defaults on any obligationunder the Loan and such default is not cured or waived within the time periods allowed underSection 7 of this Agreement, then the outstanding principal and unpaid interest under thisAgreement will bear interest at the rate of 6% per annum in excess of the “prime rate” aspublished from time to time in The Wall Street Journal. Interest, if due, will be payablemonthly on the first day of each month and in addition to the amount of any required principalpayment.  4.      **Repayment of Principal**. Borrower will pay the principal of the Loan in 30 equalmonthly installments of $33,333, payable monthly on the first day of each month beginning onMay 1, 2006, and ending on October 1, 2008. Borrower shall have the right to prepay the Loanin whole or in part at any time without premium or penalty.
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 5.      **Grant of Security Interest**. Borrower grants to Lender a security interest in theCollateral, as security for the payment of all amounts due, and performance of all ofBorrower’s obligations, under the Loan. 5.1       Definition of Collateral. The Collateral includes all personal and realproperty and fixtures and interests in property and fixtures of Borrower, whether nowowned or hereafter acquired or existing, and wherever located, including: (a)      all Accounts;  (b)      all General Intangibles;  (c)      all goods, including, without limitation, Inventory and Equipment;  (d)      all real property and fixtures;  (e)      all chattel paper (including all tangible and electronic chattel paper);  (f)      all instruments (including all promissory notes);  (g)       all documents;  (h)      all deposit accounts;  (i)      all letters of credit, banker’s acceptances and similar instruments andincluding all letter-of-credit rights;  (j)      all supporting obligations and all present and future liens, securityinterests, rights, remedies, title and interest in, to and in respect of Receivablesand other Collateral, including (1) rights and remedies under or relating toguaranties, contracts of suretyship, letters of credit and credit and other insurancerelated to the Collateral, (2) rights of stoppage in transit, replevin, repossession,reclamation and other rights and remedies of an unpaid vendor, lienor or securedparty, (3) goods described in invoices, documents, contracts or instruments withrespect to, or otherwise representing or evidencing, Receivables or other Collateral,including returned, repossessed and reclaimed goods, and (4) deposits by and propertyof account debtors or other persons securing the obligations of account debtors;  (k)      all (1) investment property (including securities, whether certificated oruncertificated, securities accounts, security entitlements, commodity contracts orcommodity accounts) and (2) monies, credit balances, deposits and other property ofsuch Borrower now or hereafter held or received by or in transit to Borrower, anyLender or any of their respective Affiliates or at any other depository or otherinstitution from or for the account of such Borrower, whether for safekeeping,pledge, custody, transmission, collection or otherwise;
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 (l)      all commercial tort claims;  (m)      to the extent not otherwise described above, all Receivables;  (n)      all Records; and  (o)      all products and proceeds of the foregoing, in any form, includinginsurance proceeds and all claims against third parties for loss or damage to ordestruction of or other involuntary conversion of any kind or nature of any or all ofthe other Collateral. 5.2      Categories of Collateral. The following definitions apply with respect tothe Collateral: (a)      *Accounts*means all present and future rights of Borrower to payment of amonetary obligation, whether or not earned by performance, which is not evidenced bychattel paper or an instrument, (1) for property that has been or is to be sold,leased, licensed, assigned, or otherwise disposed of, (2) for services rendered or tobe rendered, (3) for a secondary obligation incurred or to be incurred, or (4)arising out of the use of a credit, charge or debit card along with all informationcontained on or for use with such card.  (b)      *Equipment*means all of Borrower’s now owned and hereafter acquiredequipment, wherever located, including machinery, data processing and computerequipment and computer hardware and software, whether owned or licensed, andincluding embedded software, vehicles, tools, furniture, fixtures, all attachments,accessions and property now or hereafter affixed to or used in connection with theEquipment, and substitutions and replacements of the Equipment, wherever located.  (c)      *General Intangibles*means all of the Borrower’s general intangibles, assuch term is defined in the UCC, whether now owned or hereafter acquired, including(without limitation) all present and future patents, patent applications, copyrights,trademarks, trade names, trade secrets, customer or supplier lists and contracts,manuals, operating instructions, permits, franchises, the right to use the Borrower’sname, and the goodwill of the Borrower’s business.  (d)      *Inventory*means all of Borrower’s now owned and hereafter existing oracquired goods, wherever located, which (a) are leased by Borrower as lessor; (b) areheld by Borrower for sale or lease or to be furnished under a contract of service;(c) are furnished by Borrower under a contract of service; or (d) consist of rawmaterials, work in process, finished goods or materials used or consumed in itsbusiness.  (e)      *Receivables*means mean all of the following now owned or hereafter arisingor acquired property of Borrower: (a) all Accounts; (b) all interest, fees,
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   late charges, penalties, collection fees and other amounts due or to become due orotherwise payable in connection with any Account; and (c) all payment intangibles ofBorrower and other contract rights, chattel paper, instruments, notes, and otherforms of obligations owing to Borrower, whether from the sale and lease of goods orother property, licensing of any property (including intellectual property or othergeneral intangibles), rendition of services or from loans or advances by Borrower orto or for the benefit of any third person or otherwise associated with any Accounts,Inventory or general intangibles of Borrower. Receivables include, withoutlimitation, choses in action, causes of action, tax refunds, tax refund claims, anyfunds which may become payable to Borrower in connection with the termination of anyemployee benefit plan and any other amounts payable to Borrower from any employeebenefit plan, rights and claims against carriers and shippers, rights toindemnification, business interruption insurance and proceeds thereof, casualty orany similar types of insurance and any proceeds thereof and proceeds of insurancecovering the lives of employees on which Borrower is a beneficiary.  (f)      *Best Buy Receivables*means Receivables arising out of transactions with (a)Best Buy Co., Inc. or any successor to its business (“Best Buy”) or (b) any affiliateof Best Buy. The Best Buy Receivables include amounts outstanding at the date ofthis Agreement and amounts generated in transactions at any time after the date ofthis Agreement. 5.3      Other Security Interests and Priority. Except for purchase money securityinterests acquired by lenders with respect to equipment purchased by Borrower after thedate of this Agreement, Borrower will not allow any other person to have a securityinterest in the Collateral, except that Borrower may grant a security interest in theCollateral to Stillwater National Bank and its successors and assigns (the “Bank”) assecurity for a revolving line of credit from Bank of up to $750,000 outstanding principal(the “Bank Loan”). Bank’s security interest in the Best Buy Receivables (together withproceeds of the Best Buy Receivables) must be subordinate to Lender’s security interest inthe Best Buy Receivables (together with proceeds of the Best Buy Receivables). Lenderagrees that its security interest in the Collateral, other than the Best Buy Receivables(and proceeds of the Best Buy Receivables), shall be subordinated to the Bank’s securityinterest. Lender and Bank have entered into an Intercreditor Agreement of even dateherewith setting forth their relative rights and obligations with respect to theCollateral.  5.4      Financing Statements. Borrower irrevocably and unconditionally authorizesLender (or its agent) to file financing statements with respect to the Collateral namingLender as the secured party and Borrower as debtor. The financing statements may be filedin any jurisdiction Lender determines to be appropriate and may include other informationrequired by the UCC of the jurisdiction where the financing statement is filed. Thisauthorization applies to all financing statements filed on, prior to or after the date ofthis Agreement. Borrower authorizes Lender to adopt on behalf of Borrower any symbolrequired for authenticating any electronic filing.
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 5.5      Accounts Covenants. For as long as there is no Event of Default pending,Borrower may deal with the Collateral in the ordinary course of business, includingcollecting the Receivables and selling the Inventory. (a)      Certain Agreements on Receivables*.*The Borrower will not make oragree to make any discount, credit, rebate, or other reduction in the original amountowing on a Receivable or accept in satisfaction of a Receivable less than theoriginal amount thereof, except that, prior to the occurrence of an Event of Default,the Borrower may reduce the amount of Accounts arising from the sale of Inventory inaccordance with its present policies and in the ordinary course of business.  (b)      Collection of Receivables*.*The Borrower will collect and enforce,in the ordinary course of business in accordance with past practices, all amounts dueor hereafter due to the Borrower under the Receivables.  (c)      The Borrower will deliver to the Lender promptly upon its request after theoccurrence of an Event of Default duplicate invoices with respect to each Accountbearing such language of assignment as the Lender shall specify.  (d)      Disclosure of Counterclaims on Receivables*.*If (i) any discount,credit, or agreement to make a rebate or to otherwise reduce the amount owing on aReceivable exists or (ii) to the knowledge of the Borrower, any dispute, setoff,claim, counterclaim, or defense exists or has been asserted or threatened withrespect to a Receivable, the Borrower will disclose such fact to the Lender inwriting in connection with the inspection by the Lender of any record of the Borrowerrelating to such Receivable and in connection with any invoice or report furnished bythe Borrower to the Lender relating to such Receivable. 5.6      Collateral Reports. Borrower will keep accurate records of the Collateraland any impairment or other issues relating to the Collateral. Borrower will providereports of the Collateral, and of any impairment or other issues, to Lender upon Lender’sreasonable request.  5.7      Authorization for Lender to Take Certain Action. Borrower hereby irrevocablyconstitutes and appoints Lender and any officer or agent of Lender, with full power ofsubstitution, as Borrower’s true and lawful attorneys-in-fact with full irrevocable powerand authority in the place and stead of Borrower or in Lender’s own name, for the purposeof carrying out the terms of this Agreement, to take any and all appropriate action and toexecute any and all documents and instruments that may be necessary or useful toaccomplish the purposes of this Agreement, and, without limiting the generality of theforegoing, hereby gives such attorneys the power and right, on behalf of Borrower, withoutnotice to or assent by Borrower, to do the following: (i) to indorse and collect any cashproceeds of the Collateral, (ii) to contact and enter into one or more agreements with theissuers of uncertificated securities which are Collateral and which are securities or withfinancial
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   intermediaries holding other investment property as may be necessary or advisable to giveLender control over such securities or other investment property, (iii) to enforce paymentof the Receivables in the name of Lender or Borrower, (iv) to apply the proceeds of anyCollateral received by Lender to the Obligations as provided in Section 5.8, and (v) todischarge past due taxes, assessments, charges, fees or liens on the Collateral. Borrowershall reimburse Lender on demand for any payment made or any expense incurred by Lender inconnection therewith, provided that this authorization shall not relieve Borrower of anyof its obligations under this Agreement.  5.8      Lender’s Collection Rights During Event of Default. (a)      Collection of Receivables. By giving Borrower written notice,Lender may elect to require that the Receivables be paid directly to Lender duringthe existence of any Default or Event of Default**.**In such event, Borrower shall, andshall permit Lender to, promptly notify the account debtors or obligors under theReceivables of Lender’s interest therein and direct such account debtors or obligorsto make payment of all amounts then or thereafter due under the Receivables directlyto Lender. Upon receipt of any such notice from Lender, Borrower shall thereafterhold in trust for Lender all amounts and proceeds received by it with respect to theReceivables and other Collateral and immediately and at all times thereafter deliverto Lender all such amounts and proceeds in the same form as so received, whether bycash, check, draft or otherwise, with any necessary endorsements.  (b)      Application of Proceeds. The proceeds of the Collateral shall beapplied by Lender to payment of the Obligations in the following order unless a courtof competent jurisdiction shall otherwise direct:     FIRST, to payment of all reasonable costs and expenses of Lender incurred inconnection with the collection and enforcement of the Obligations or of thesecurity interest granted to Lender pursuant to this Security Agreement;     SECOND, to payment of that portion of the Obligations constituting accruedand unpaid interest and fees;     THIRD, to payment of the principal of the Obligations then due and unpaidfrom Borrower to Lender;     FOURTH, to payment of any Obligations (other than those listed above) toLender; and     FIFTH, the balance, if any, after all of the Obligations have beensatisfied, shall be deposited by Lender into Borrower’s general operating accountwith Lender.
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 (c)      Compromises and Collection of Collateral. Borrower and Lenderrecognize that setoffs, counterclaims, defenses and other claims may be asserted byobligors with respect to certain of the Receivables, that certain of the Receivablesmay be or become uncollectible in whole or in part and that the expense andprobability of success in litigating a disputed Receivable may exceed the amount thatreasonably may be expected to be recovered with respect to a Receivable. In view ofthe foregoing, Borrower agrees that Lender may at any time and from time to time, ifan Event of Default has occurred and is continuing, compromise with the obligor onany Receivable, accept in full payment of any Receivable such amount as Lender in itssole discretion shall determine or abandon any Receivable, and any such action byLender shall be commercially reasonable so long as Lender acts in good faith based oninformation known to it at the time it takes any such action. 6.      **Additional Documents**. Borrower will execute and deliver to Lender additionaldocuments as necessary to carry out the purposes of this Agreement.  7.      **Events of Default**. The following events are “Events of Default”: 7.1      Borrower fails to pay any amount under this Agreement when due and payable,and such failure has not been cured by Borrower or waived by Lender within five daysafter Lender’s notice thereof to Borrower;  7.2      Borrower fails or neglects to perform, keep, or observe any term, provision,condition, covenant, representation, or warranty contained in this Agreement and thecontinuation of such failure for 30 days after Lender’s notice thereof to Borrower;  7.3      Borrower becomes insolvent; or  7.4      A complaint or case is filed by or against Borrower as a debtor under federalbankruptcy laws and is not dismissed within 60 days of filing; Borrower admits toinability to pay or fails to pay Borrower’s debts generally as they mature; Borrower makesan assignment for the benefit of creditors; a receiver is appointed for Borrower; or anyother insolvency proceedings are instituted by or against Borrower and are not dismissedwithin 60 days of filing. 8.       **Acceleration of Obligations and Remedies**. If there is an event of default theoutstanding Loan balance and all other amounts owed by Borrower to Lender will, if Lenderelects, become immediately due and payable without notice to or demand upon Borrower of anykind. Any acceleration, if elected by Lender, is subject to all applicable laws.  9.      **Remedies**. At any time an Event of Default exists or has occurred and is continuing,Lender shall have all rights and remedies provided in this Agreement, any related agreements,the UCC and other applicable law. All of these rights and remedies may be exercised withoutnotice to or consent by Borrower, except as such notice or consent is
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   expressly provided for under this Agreement or required by applicable law. All rights,remedies and powers granted to Lender under this Agreement or any related agreement, the UCC orother applicable law (a) are cumulative, not exclusive, (b) are enforceable, in Lender’sdiscretion, alternatively, successively, or concurrently on any one or more occasions, and (c)include, without limitation, the right to apply to a court of equity for an injunction torestrain a breach or threatened breach by Borrower of this Agreement or any related agreement.  10.      **Right of Offset**. Borrower shall be entitled to offset its paymentobligations under this Agreement and the Promissory Note against any and all payments whichLender is required to make to Borrower pursuant to the indemnification provisions contained inSection 13 of the APA. If the existence of or the extent of Lender’s indemnificationobligations are in dispute (an “Indemnification Dispute”), Borrower shall be entitled to makepayments under this agreement and the Promissory Note to an escrow fund, which shall hold suchpayments until the Indemnification Dispute has been resolved. Except with respect to breachesof the representations and warranties set forth in Section 5.15 of the APA, the maximum amountBorrower may withhold and pay into the escrow fund is the lesser of (a) the Cap under the APAor (b) the amount Borrower claims is required to be indemnified under the APA. Borrower andLender shall mutually agree on the escrow agent and the terms of the escrow agreementgoverning the final distribution of such escrowed funds. During an Indemnification Dispute,Borrower shall not be in default under this Agreement or the Promissory Note so long as itmakes timely payments to the escrow fund of the amounts due under the Loan and authorized tobe paid to the escrow fund by this section.  11.      **Usury Savings Clause**. Borrower will not, upon acceleration of maturity by Lenderor otherwise, be required to pay any interest in excess of the maximum amount permitted bylaw.  12.      **Miscellaneous**. 12.1      Waiver of Defaults. Lender may, in its sole discretion, waive a default orcure at Borrower’s expense a default. Any waiver in a particular instance or of aparticular default is not a waiver of other defaults or of the same kind of default atanother time.  12.2      Entire Agreement; Amendments. This Agreement is the entire Agreement of theparties with respect to its subject matter and may not be changed or amended without thewritten consent of each party.  12.3      Severability. If any part (or parts) of this Agreement is invalid, illegal,or unenforceable in any respect, such invalidity, illegality or unenforceability will noteffect any other provisions of this Agreement, and this Agreement will be construed as ifthe invalid, illegal, or unenforceable provision were omitted, provided that suchconstruction and omission is consistent with the general intent of the parties asevidenced by this Agreement considered as an entirety.
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 12.4       Notices. Notices required under this Agreement are effective upon deliveryor three days after mailing by registered or certified mail, return receipt requested, tothe address of the parties shown on the signature page of this Agreement (which may bechanged by notice).  12.5      Governing Law. This Agreement is governed by the laws of Arizona, except asotherwise provided by Section 1-9-301 of the Oklahoma Uniform Commercial Code.  12.6      Assignability. This Agreement may not be assigned without the prior writtenconsent of each party.  12.7      Counterparts. This Agreement may be executed in counterparts and allcounterparts so executed constitute one Agreement.  12.8      Attorneys’ Fees. In any proceeding arising under this Agreement, theprevailing party is entitled to recover the attorneys’ fees, costs, and expenses inconnection with such proceeding. 13.      **Execution and Effective Date**. This Agreement is executed and effective March 31,2006.Advanced Integration, LLC, an Oklahoma limited liability company          By:      /s/ Steven E. Frazier                  Steven E. Frazier, Member-Manager         Address: 2805 E. 6th Avenue    Stillwater, OK 74074  Attention: Steven E. Frazier  Telephone: (405) 533-1629  Facsimile:  (405) 624-2248Rockford Corporation, an Arizona corporation          By:      /s/ Gary Suttle                  Gary Suttle, President         Address: Rockford Corporation    600 S. Rockford Drive    Tempe, Arizona 85281  Attention: W. Gary Suttle, President  Telephone: (480) 967-3565
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       Facsimile: (480) 966-3639       with a copy to: Kevin Olson    Steptoe & Johnson LLP    201 E. Washington St., Suite 1600    Phoenix, Arizona 85004  Telephone: (602) 257-5275  Facsimile: (602) 257-5299
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**PROMISSORY NOTE**   Principal Amount: $1,000,000 Tempe, Arizona  March 31, 2006          For value received, Advanced Integration, LLC (“Maker”) promises to pay to the order ofRockford Corporation (“Lender”), the principal amount stated above plus interest, if any, on theunpaid balance of the principal as hereinafter provided. This Promissory Note (“Note”) is given byMaker to evidence Maker’s obligation to make payments under and is subject to all the terms andcondition of the Loan and Security Agreement between Lender and Maker of even date with this Note(the “Agreement”).          **Interest and Interest Payments**. The outstanding principal under this Note will notbear interest for so long as there is not and Event of Default outstanding under the Agreement. Ifthere is an Event of Default, the outstanding principal under this Note will bear interest at therate of 6% per annum in excess of the “Prime Rate” published from time to time in the Wall StreetJournal. During any period when interest is payable, Maker will pay interest in monthlyinstallments equal to the accrued interest, with each payment due on or before the first day ofeach month in which interest is due.          **Principal Payments**. Maker will pay the principal due under this Note in 30 equalmonthly installments of $33,333, payable monthly on the first day of each month beginning on May 1,2006, and ending on October 1, 2008.          **Default**. A default will occur upon an “Event of Default” as defined in the Agreement.          **Remedies**. Upon any Event of Default, the entire principal and any accrued but unpaidinterest will, at Lender’s option, become due and payable on demand and Lender will have any otherremedies granted to it under the Agreement.          **Crediting of Payments**. Lender may credit all payments received first against theaccrued but unpaid interest, if any, then against any costs of collection, then against the unpaidprincipal then due or delinquent.          **Prepayment**. Maker reserves the right to prepay all or any portion of the principalsum without penalty of any kind, but will pay all accrued but unpaid interest, if any, on the dateof such a prepayment.          **Right of Offset**. Maker shall be entitled to offset its payment obligations under thisNote in the manner set forth in the Agreement.          **Form of Payments**. Principal and interest are payable only in lawful money of theUnited States of America.          **Attorneys’ Fees**. If this Note is placed in the hands of an attorney for collection,Maker promises to pay, in addition to the unpaid principal and accrued but unpaid interest, thecosts of collection including reasonable attorneys’ fees.          **Waivers**. Maker and any endorsers hereof waive demand, notice of presentment, protest,notice of dishonor and protest, rights of exemption, and any defense by reason of extension of timeor other indulgences granted by Lender. The obligations under this Note are binding andenforceable upon and against the successors and assigns of Maker.
 

 
      “MAKER”