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                                                                   Exhibit 10.53


                           PRODUCT PLACEMENT AGREEMENT

This Agreement, dated as of August 16, 2002 between Rockford Fosgate, Inc. 600
S. Rockford Drive, Tempe, AZ 86281 ("Supplier") and Universal Pictures, a
division of Universal City Studios LLLP, 100 Universal City Plaza, Universal
City, CA 91608 ("Producer") sets forth the agreement of the parties with respect
to the placement of RF Audio and other Rockford items (the "Product") in the
theatrical motion picture presently entitled "THE FAST AND THE FURIOUS 2" (the
"Picture").

      1.    GRANT OF RIGHTS: For the consideration set forth herein below,
            Supplier hereby grants Producer (which term, as used herein, shall
            include Producer's licensees, successors, assigns and designees,
            including without limitation, all distributors of the Picture, and
            the principals, employees and agents of all the foregoing parties)
            the non-exclusive right and license to use Supplier's product,
            signage and/or labels, including without limitation, the use of the
            name and likeness and all trademarks, logos, service marks,
            copyrights, design patents, artwork and packaging associated
            therewith (collectively the "Product") in the Picture and in all
            forms of advertising and publicity, including without limitation,
            still photographs, one-sheets, artwork, and packaging (e.g.,
            videocassette or DVD packaging) of the Picture and other
            exploitation of the Picture in all media, whether now known or
            hereafter devised, throughout the universe, in all languages, as
            Producer, in its sole and unfettered discretion, shall determine.

      2.    Supplier further grants Producer a perpetual non-exclusive,
            royalty-free worldwide license to replicate and/or otherwise utilize
            the Supplier's Product, without limitation, in uses related to or
            derived from the Picture including any and all merchandising (which
            shall include, but not be limited to, all rights related to the
            manufacture and distribution of products, interactive products,
            by-products, services, facilities, and merchandise and commodities
            of every nature and description), publishing, promotions, soundtrack
            albums, commercial tie-ins and, interactive uses (e.g. on the
            Internet or wireless) and in any other medium or technology now
            known or hereafter created.

      3.    REPRESENTATIONS AND WARRANTIES: Supplier represents and warrants
            that (a) it is the sole owner of all rights in and to all
            trademarks, logos and other identification of Supplier or any other
            Supplier brand supplied by Supplier to Producer for use in the
            Picture; (b) Supplier has the power and authority to grant all of
            the licenses, rights and privileges granted to Producer hereunder
            without the consent of any third party; (c) there is no litigation
            pending or threatened against Supplier which may affect in any way
            the licenses, rights and privileges granted to Producer hereunder;
            and (d) the use of the Product or of Supplier's logo(s),
            trademark(s) or other intellectual property conveyed herein will not
            violate the copyright, trademark, publicity or privacy rights or any
            other property or other right whatsoever kind of nature of any third
            party.
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      4.    INDEMNITY: Supplier shall indemnify and hold Producer, its parent
            and subsidiaries, affiliates, and each respective entity's
            directors, officers, employees, agents and assigns harmless from and
            against any and all losses, claims, liabilities, judgments,
            expenses, costs (including attorney fees and expenses), damages,
            actions, and causes of action arising out of (a) any breach of any
            representation or warranty made in this Agreement by Supplier; (b)
            any act or omission by Supplier which is inconsistent with its
            respective obligations under this Agreement; or (c) any defect in
            the Product supplied by Supplier relating to the use of the Product
            as herein contemplated.

      5.    CONSIDERATION: As consideration for Producer to enter into this
            Agreement, Supplier shall pay Producer the sum of Zero Dollars ($0)
            upon confirmation of the identification of the Product in the final
            answer print of the Picture. Supplier acknowledges and agrees that
            neither Producer nor anyone on Producer's behalf has made any
            warranties, representations, guarantees, or agreements of any kind
            as to the exposure (as defined below), if at all, of the Product to
            meet the criteria of identifiability set forth below, Producer's
            only obligation shall be to return any sums theretofore paid to
            Producer by Supplier pursuant to this Agreement in connection with
            the placement of the Product in the Picture, and the parties shall
            be relieved of any further obligations to each other hereunder.

      6.    USAGE OF PRODUCT: The criteria of identifiability are as follows:
            significant on-screen, in-focus product and/or signage visual
            identification per draft (N/A].

            The Producer shall cause the suppliers' logo, maximum size of six
            inches by six inches (6x6) (as supplied by the Supplier) to be
            displayed on the vehicle or vehicles containing the Article. The
            placement of the Suppliers' logo on the vehicle or vehicles is the
            sole discretion of the Producer.

            Supplier acknowledges that (a) Producer retains exclusive artistic
            and creative control of the Picture and the use of the Product in
            connection herewith; and (b) Producer may decide, in Producer's sole
            discretion, not to use the Product and/or to photograph or edit the
            Picture in such a manner that the Product does not receive an
            identification. Failure of Producer to provide an identification
            shall not be deemed to constitute a breach of this Agreement.

      7.    VERIFICATION OF EXPOSURE: Producer and Supplier shall mutually
            determine whether the exposure is identifiable. In the event of a
            disagreement, Supplier and Producer shall use reasonable good faith
            efforts to reach an agreement. Producer reserves the right to have,
            but will not intentionally feature, competitive product(s) in the
            Picture.

            Producer may, at Producer's election, provide Supplier with still
            photographs showing such exposure. Any and all stills furnished to
            Supplier hereunder shall be for the sole purpose of the aforesaid
            verification and may not be used by Supplier for any purpose
            whatsoever, including but not limited to use in advertising to the
            trade and/or to the public, point of sale displays, promotional
            tie-ins, reports and other sales


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            or promotional material. Violation of the aforesaid restriction
            shall subject Supplier to both legal and equitable remedies, which
            remedies shall be cumulative, including injunctive relief and
            punitive damages.

      8.    GOVERNING LAW: This Agreement and all matters or issues material
            thereto shall be governed by and construed in accordance with the
            laws of the United States and the State of California applicable to
            agreements entered into and to be performed fully therein.

      9.    CONFIDENTIALITY: Supplier recognizes the need for strict
            confidentiality respecting this Agreement and the characters,
            themes, plots, story and story elements, designs, effects and
            special effects, hardware, artwork and visual representations in
            connection with the development and production of the Picture, and
            accordingly, Supplier shall not publicize, disclose or disseminate
            any information whatsoever relating hereto or to the Picture. In
            recognition of the need for strict confidentiality, Supplier agrees
            that Producer shall be entitled to equitable or other injunction
            relief or to prevent any such publication, disclosure or
            dissemination. Supplier is aware that the existence and contents of
            this Agreement may be revealed by Producer to third parties,
            including without limitation, network executives and government
            agency officials, and Supplier consents to such disclosure.

      10.   REMEDIES: In the event of a breach of this Agreement by Producer,
            Supplier shall be limited to an action at law for money damages, if
            any, and in no event shall Supplier be entitled to rescind or
            terminate this Agreement or any of the rights granted to Producer
            hereunder or to injunctive or other equitable relief or to restrain
            or otherwise impair the development, production, distribution,
            advertising, publicity nor other exploitation of the Picture. No
            waiver or any breach of any provision of this Agreement shall be
            deemed a continuing waiver thereof or a waiver of the breach of any
            other provision hereof.

      11.   INTEGRATION: This Agreement reflects the complete understanding
            between the parties hereto with respect to the subject matter hereof
            and supercedes in their entirety all prior discussions and
            understanding, or otherwise, between the parties. If any provision
            of this Agreement is adjudged void, voidable or illegal, such
            adjudication shall not affect the remaining provisions hereof.

      12.   AMENDMENTS: This Agreement may not be altered or modified without
            the express written approval of the parties hereto.

      13.   PRODUCER'S RIGHT TO ASSIGN: This Agreement shall be freely
            assignable by Producer and shall be binding upon Producer's
            successors, licensees and assignees. Supplier shall not have the
            right to or power to assign this Agreement.

      14.   PARAGRAPH HEADINGS: The paragraph headings contained herein are for
            convenience and reference purposes only and shall neither bear any
            legal significance nor affect the meaning or interpretation of any
            paragraph herein.


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      15.   RELATIONSHIP: This Agreement shall not constitute a joint venture or
            partnership of any kind between Producer and Supplier.

      16.   RISK OR LOSS: It is understood and agreed that all shipping costs
            and risks of loss during shipping associated with so providing the
            Product shall be Supplier's sole responsibility and Producer shall
            have no liability therefor.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

ROCKFORD FOSGATE, INC.                        UNIVERSAL PICTURES, a division of
                                              UNIVERSAL CITY STUDIOS LLLP



By: ______________________________            By: ______________________________

Print Name & Title: ______________            Print Name & Title: ______________


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