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                                                                   Exhibit 10.52


            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


                     MASTER MERCHANDISING LICENSE AGREEMENT


      This agreement ("Agreement") is made this 16th day of August, 2002,
between Universal Studios Licensing LLLP ("Universal"), with its principal
office at 100 Universal City Plaza, Building 1440/15, Universal City, California
91608 (Attn: Senior Vice President, Legal and Business Affairs), and Rockford
Corporation ("Licensee"), with its principal office at 600 S. Rockford Drive,
Tempe, Arizona 85281 (Attn: Director of Marketing/Chief Financial Officer).

      1.    UNIVERSAL PROPERTY: The "Universal Property" is, individually and
collectively, those certain theatrical motion pictures, television programs
and/or Characters set forth on the Schedule(s) attached hereto and incorporated
herein by this reference (the "Schedule(s)"). Unless otherwise specifically set
forth herein, "Character" shall mean the name, title, voice and likeness
(namely, the design, representation, icon, costume, make-up, accessories,
traits, mannerisms and image) created, owned or controlled by Universal, its
parent and/or any of its or their subsidiaries, affiliates or licensors (each,
including Universal, a "Universal Entity" and all collectively the "Universal
Entities").

      2.    LICENSE: Pursuant to the terms and conditions of this Agreement,
Universal grants to Licensee, and Licensee takes from Universal, the
non-transferable, non-assignable right to use the Licensed Property solely in
connection with the manufacture of the Licensed Article(s) and the distribution
and sale of the Licensed Article(s) and for Advertising and Promotion in the
License Territory during the License Term ("License").

      3.    LICENSED PROPERTY: The "Licensed Property" is the title and logo
(e.g., Character(s), artwork) and such other elements of the Universal Property
supplied to Licensee by Universal.

      4.    LICENSED ARTICLE(S): The "Licensed Article(s)" consists of those
articles set forth on the Schedule(s) which display, embody or make use of the
Licensed Property and all collateral materials, including, without limitation,
tags, packaging, packing inserts, wrapping and labeling ("Packaging"), produced
by or for Licensee, subject to Approval and any restrictions herein, for
distribution and sale by Licensee in the License Territory during the License
Term.

      5.    ADVANCE: Licensee shall pay Universal, in each case, a
non-refundable, non-returnable advance against Royalties in the amount of United
States Dollars set forth on the applicable Schedule(s) ("Advance"), which amount
shall be due and payable in accordance with the timeframe(s) set forth in the
applicable Schedule(s) and payment of which is a condition precedent to the
License.

      6.    GUARANTEE: Licensee guarantees that it shall pay the amount of
United States Dollars set forth on the applicable Schedule(s) ("Guarantee"),
less only the Advance and/or Royalty payments specified thereon which have
already been paid, subject to acceleration as set forth herein,


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            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


no later than: (a) the timeframe(s) set forth in the applicable Schedule(s); or
(b) five (5) days after the earlier termination of this Agreement.

      7.    ROYALTY: Licensee shall pay Universal a "Royalty" of the percentage
set forth on the applicable Schedule(s) of one hundred percent (100%) of the
Royalty Base Price for all Licensed Article(s) sold, reducible solely by: (a)
deductions for verifiable cash and/or credit returns for defective merchandise;
and (b) verifiable volume discounts actually granted by Licensee in the normal
course of business in an amount not to exceed *** percent (***%) of the Royalty
Base Price. Notwithstanding the foregoing, Licensee shall further be permitted
to deduct actual cash and/or credit returns for fully-functional,
commercially-viable returned Licensed Article(s) which, following such
merchandise's return to Licensee by its customers (and the full credit or refund
by Licensee of any amounts paid by such customer(s) with respect thereto), is
repackaged and resold by Licensee in the normal course of business as "B stock"
product which does not in any way utilize and/or incorporate the applicable
Universal Property (subject to Universal's full reasonable satisfaction as to
such removal and/or non-use of the Universal Property) (the "Resold
Merchandise") provided, however, that such Resold Merchandise shall not account
for more than *** percent (***%) of the total sales of the Licensed Article(s)
to any of Licensee's customers. (In the event that any returned, but otherwise
fully-functional, commercially-viable Licensed Article(s) are not re-distributed
as Resold Merchandise, then all of the provisions of this Paragraph,
specifically regarding the payment of the Royalty(ies) set forth in the
applicable Schedule(s) thereon, shall continue to apply.) All such deductions
and discounts shall be documented (on a per transaction basis and not on an
aggregate sales basis) to the full satisfaction of Universal in each applicable
Royalty Statement. The "Royalty Base Price" is defined as no less than
Licensee's regular, full, "top-of-the-line", in-territory delivered wholesale
price without deduction of any sort whatsoever. (Notwithstanding the foregoing,
in the event that Licensee shall be permitted to sell any Licensed Article(s)
directly to the consumer, via any means, then the Royalty Base Price with
respect to such Licensed Article(s) shall be defined as no less than Licensee's
regular, full, "top-of-the-line" in territory delivered retail price without
deduction of any sort whatsoever.) Licensee agrees that it shall invoice each
Licensed Article sold and shall sell the Licensed Article(s) solely on a cash or
credit basis (with credit deemed the same as cash for purposes hereof). Licensee
shall not sell and ship Licensed Article(s) "FOB" (freight on board) unless it
verifies the actual cost of shipping and insurance and adds such amount to the
price before computing and paying the Royalty to Universal or unless a separate
Royalty rate is specified in the applicable Schedule. Notwithstanding the
foregoing, Universal agrees that, in the event that Licensee's wholesale price
of the Licensed Article(s) to any of its customers does not incorporate
shipping/freight charges and insurance fees (collectively, "Shipping Costs"),
and such Shipping Costs are incurred by Licensee's customers as separately
itemized charges, then Licensee shall be permitted to deduct such Shipping Costs
from the cost of the Licensed Article(s) prior to computing the Royalties
required thereon. Licensee agrees, however, that no such deductions for Shipping
Costs shall be permitted for any sales of the Licensed Article(s) to mass market
retailers (i.e., Wal-Mart, Target, K-Mart, etc.) for whom Shipping Costs are
customarily built into the applicable products' wholesale price. Without
limiting the foregoing, Licensee shall not distribute the Licensed Article(s)
without charge, on any so-called "barter" basis, as a give-away, by special
sale, as a premium of any kind or as a prize or attraction as part of any
fund-raiser, in connection with any bundling or sampling arrangement,


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            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


contest or lottery without Approval; however, such restriction shall not limit
Licensee's right to make available reasonable quantities of the Licensed
Article(s) to its dealers and sales representatives for product demonstration
purposes at no cost. The amount paid to Universal as a Royalty on any sale to
other licensees of any Universal Entity or to Universal's or Licensee's parent,
subsidiaries or affiliates shall in no event be less than the amounts paid on
sales to customers not related to Licensee or Universal. Royalties shall not be
payable on samples required to be provided to Universal hereunder.

      8.    LICENSE TERM: The "License Term" shall commence as of the date of
the applicable Schedule(s) and shall continue until the date or for the period
of time set forth on the applicable Schedule(s), unless terminated earlier as
provided herein or by operation of Law.

      9.    LICENSE TERRITORY AND LANGUAGE:

            (a)   Licensee's rights herein shall be limited to the right to
manufacture, distribute and sell the Licensed Article(s), and to engage in
Advertising and Promotion, solely in the License Territory specified on the
applicable Schedule(s) in the English language or such other language(s) set
forth thereon and/or as may be customary for such territory(ies) ("License
Territory"); provided that Licensee shall be permitted to manufacture the
Licensed Article(s) outside of the License Territory for distribution and sale
within the License Territory only.

            (b)   Licensee shall not, nor shall it authorize others to, solicit,
advertise, distribute, sell, use or otherwise exploit the Licensed Article(s) in
any other territory. Licensee shall not knowingly sell the Licensed Article(s)
to customers who sell the Licensed Article(s) in any geographic area outside the
License Territory. Licensee shall not fulfill orders from outside the License
Territory unless required to do so by law established by any government with
applicable jurisdiction, in which case Licensee shall promptly notify Universal
in writing of the order(s), providing Universal with full details thereof.

      10.   EXCLUSIVITY: Except as otherwise set forth to the contrary on any
applicable Schedule(s), this License shall be non-exclusive to Licensee.

      11.   ADVERTISING AND PROMOTION: Licensee shall have the right to use the
Licensed Property to market, advertise and promote for sale the Licensed
Article(s) during the License Term in the License Territory ("Advertising and
Promotion"). Licensee shall not state or imply that any Universal Entity or
Character, or any actor performing in or person related to the Universal
Property or the Licensed Property, endorses the Licensee, its products and/or
services or the Licensed Article(s).

      12.   DUTY TO EXPLOIT LICENSE: Licensee shall use best efforts to: (a)
during the License Term (i) manufacture the Licensed Article(s), and (ii)
distribute and sell the Licensed Article(s) and engage in Advertising and
Promotion in the License Territory; (b) commence Advertising and Promotion of
the Licensed Article(s) in the License Territory on the Marketing Date set forth
on the applicable Schedule(s); and (c) ship the Licensed Article(s) and make the


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            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


Licensed Article(s) available for sale throughout the License Territory on the
Shipping Date set forth on the applicable Schedule.

      13.   FREE COPIES, PURCHASED COPIES: Licensee shall, at its expense, ship
to Universal, at the address set forth above, thirty (30) free copies of each of
the Licensed Article(s). The Universal Entities shall have the right to purchase
additional copies of each of the Licensed Article(s) at Licensee's most
favorable discounted price.

      14.   NO DEDUCTIONS: Licensee shall pay all amounts due Universal in
United States Dollars at the then-applicable exchange rate. Except as specified
in the Royalty Paragraph herein, no deduction shall be made for any reason
including, without limitation, expenses related to currency exchange or
transmission or for cash or other discounts (except as provided in Paragraph 7
hereof), uncollectible accounts or for costs incurred in the development,
design, manufacture, distribution, sale, Advertising and Promotion or
exploitation of the Licensed Article(s). All taxes, levies or other charges
imposed in the License Territory in connection with the rights granted hereunder
shall be paid by Licensee, and no deductions for such taxes, levies or charges
shall be made from amounts due Universal herein.

      15.   ROYALTY STATEMENTS AND PAYMENTS:

            (a)   For purposes of measuring and computing Royalty payments,
Advances and/or Royalties paid in respect to the Licensed Article(s) set forth
on any one Schedule shall not be deducted from or offset against the Advance
and/or Royalty payments for the Licensed Article(s) on any other Schedule.

            (b)   Licensee shall, within thirty (30) days of the end of each
calendar quarter (March 31, June 30, September 30 and December 31 of each year),
commencing with the first full calendar quarter following Licensee's execution
of this Agreement and continuing until a final Certification of Wind-Up is
delivered, furnish Universal complete statements, certified to be accurate by an
authorized representative of Licensee, specifying the License Territory, a
description of the Licensed Article(s), a description of the Licensed Property
used therein or thereon (including, without limitation, any and all names and
likenesses from the Licensed Property which appear in or on the Licensed
Article(s) (including, without limitation, any Packaging) and/or Advertising and
Promotion), the amount due Universal and the following additional information
cross-referenced against the applicable "sku" number(s): the wholesale price,
invoice price, quantity invoiced, Royalty rate, deductions for actual cash and
credit returns of defective merchandise and Resold Merchandise (including the
amount and quantity related thereto) ("Royalty Statement(s)". A sample form of
Royalty Statement is attached hereto as Exhibit "II". The amount shown to be
payable to Universal shall be paid simultaneously with the rendering of the
respective Royalty Statement.

            (c)   Interest, compounded monthly, at the rate of one percent (1%)
per month (or if not legally permissible, then at the then maximum legal
interest rate) shall accrue on any amount due to Universal from and after the
date upon which said payment is due until the date payment is


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            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


actually received by Universal. Universal's receipt or acceptance of any Royalty
Statement or Royalty payment pursuant to this Agreement (or the negotiating of
any check or draft constituting payment of any Royalty) shall not preclude any
Universal Entity from questioning the correctness thereof at any time within one
(1) year after expiration of the applicable License Term (excluding any
applicable renewal term(s), which shall be deemed a separate License Term for
purposes of this paragraph) or exercising any of its rights related thereto. In
the event that any inconsistencies or mistakes are discovered in any Royalty
Statement or Royalty payment, Licensee shall immediately rectify such
inconsistencies or mistakes and shall pay the appropriate Royalty to Universal,
if applicable.

            (d)   Within thirty (30) days from the end of the last full calendar
quarter during which Licensee is authorized herein to manufacture, distribute
and sell the Licensed Article(s), Licensee shall deliver to Universal a complete
statement, certified to be accurate by an authorized representative of Licensee,
detailing (including referencing the "sku" number) the number of Licensed
Article(s) manufactured, distributed, invoiced and sold by Licensee and the
actual cash or credit returns for defective merchandise and/or Resold
Merchandise received by Licensee during the License Term and restating and
summarizing the contents of all prior Royalty Statements ("Certification of
Wind-Up").

      16.   RECORDS AND AUDIT: Licensee shall maintain and keep, at its sole
expense, accurate books of account and records covering all matters and
transactions relating to the License and this Agreement. Universal and its duly
authorized representative(s) shall have the right, upon reasonable notice and at
all reasonable hours of the day, to examine and copy and otherwise audit said
books of account, records and all other documents and materials in the
possession or under the control of Licensee with respect to the License and this
Agreement. Licensee shall maintain and keep all such books of account and
records available for at least two (2) years after expiration or earlier
termination of the applicable License Term (excluding any applicable renewal
term(s), which shall be deemed a separate License Term for purposes of this
paragraph). Licensee shall, upon demand by Universal but not more than once
annually during the License Term, at its own expense, furnish to Universal a
detailed statement prepared and certified by Licensee's Chief Financial Officer
or other authorized representative detailing Royalties and all information
required in Royalty Statements. If any audit discloses deficiencies, said amount
shall be immediately paid to Universal, and if any audit performed at
Universal's expense discloses deficiencies of five percent (5%) or more of the
total amount of Royalties paid to Universal for the time period being audited,
Licensee shall reimburse Universal for the costs of such audit. Further, in any
Schedule(s) where the License Territory is not worldwide, if any audit discloses
that Licensee has shipped any Licensed Article(s) outside the Territory(ies) set
forth in the applicable Schedule(s) attached hereto, or outside the Channels of
Distribution within said Territory(ies) (except as may be required pursuant to
Paragraph 9(b) hereof), then Universal shall, without waiving any other rights
or remedies, be entitled to recover from Licensee one hundred percent (100%) of
the proceeds from the sale of such Licensed Article(s).

      17.   CLEARANCE/RE-USE OBLIGATIONS, COSTS AND EXPENSE: Licensee
acknowledges that Licensee's use of the Licensed Property for the purposes
specified herein may be


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            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


subject to contractual restrictions and/or obligations as set forth in
agreements between the Universal Entities and third parties, and Licensee agrees
that it shall be solely Licensee's responsibility to obtain and pay for any and
all rights, clearances, permissions, approvals and the like that may be
necessary or required with respect to Licensee's use of any voice, person's
likeness or performance, audio and/or audio/visual clips, music contained in the
Universal Property or the Licensed Property (and Licensee shall promptly provide
Universal with copies of all documents evidencing any such consents and
clearances as they are obtained); provided, however, that Universal shall use
its reasonable efforts to: (i) notify Licensee of any such necessary
restrictions or required consents of which it is aware; and (ii) assist Licensee
in connection with obtaining such required clearances, however nothing herein
shall obligate Universal to obtain such clearances.

      18.   APPROVALS, QUALITY STANDARDS AND MANUFACTURING:

            (a)   "Approval(s)" or "Approved" shall mean Universal's prior
written consent, which may be given or withheld in Universal's sole discretion.
Universal's silence or failure to respond to a request for approval shall in no
event be deemed Approval.

            (b)   "Artwork" shall mean and refer to, without limitation, all
visual, audio, audio-visual, literary, digital, artistic and other creations,
including, without limitation, artwork, designs, text, typefaces, models,
samples, casts, coloring, discs, video sequences, film, sound recordings,
ingredients, molds, prints, printing plates, silkscreens, packaging and other
similar materials.

            (c)   "Licensee Materials" shall mean and refer to all materials
using or incorporating the Licensed Property which are prepared by or for
Licensee for the design or production of the Licensed Article(s), including,
without limitation, all Artwork.

            (d)   Right of Approval: The Licensed Article(s), all Advertising
and Promotion and the Licensee Materials shall be submitted as specified herein
to Universal for Approval. In no event shall Licensee use, reproduce,
distribute, sell, disseminate or otherwise exploit, in any manner or for any
purpose, the Licensed Article(s), Advertising and Promotion and/or Licensee
Materials, or any element or portion thereof, without Approval. Any modification
or variation in the Licensed Article(s), Advertising and Promotion and/or the
Licensee Materials, or any element or portion thereof, shall be resubmitted to
Universal for Approval. Approval of an element for a particular Licensed Article
does not imply Approval of such element for use in connection with a different
Licensed Article. Neither Approval nor the appearance of copyright and/or
trademark notices displayed on or affixed to any Licensed Article(s) or
Advertising and Promotion shall mean or in any way imply, or be interpreted or
deemed to mean or in any way imply, that the Universal Entities: (i) endorse or
warrant the merchantability and/or fitness for use and/or safety of any Licensed
Article(s) or Advertising and Promotion; or (ii) approve of, consent to, endorse
or agree with any representation of Licensee embodied in, affixed to or
displayed upon any Licensed Article(s) or Advertising and Promotion. Any
Approval shall not waive, diminish or negate Licensee's indemnification
obligations to Universal herein.


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            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


            (e)   Approval Process: Licensee shall create and deliver to
Universal each proposed design for the Licensed Article(s) in the form of
written and/or illustrated concepts ("Concepts"). Licensee shall make changes to
the Concepts as requested by Universal. Upon Approval of the Concepts, Licensee
shall create and deliver to Universal final designs for the Licensed Article(s)
("Designs"). Licensee shall make changes to the Designs as requested by
Universal. Upon Approval of the Designs, Licensee shall produce and deliver to
Universal prototypes plus two (2) color photocopies or photographs for each of
the Licensed Article(s) incorporating the Designs ("Prototypes"). Licensee shall
make any changes to the Prototypes requested by Universal and ship new
Prototypes for each Licensed Article for Approval. Approval of the Prototypes
shall authorize the commencement of commercial production. The Licensed
Article(s) shall not differ in any material respect from the Approved Prototype.

      Licensee shall not commence commercial production of any Licensed
Article(s) unless and until Universal has fully and finally Approved the
Prototype therefor. Prior to distribution of Licensed Article(s) to the public,
Licensee shall ship to Universal eighteen (18) samples of the Licensed
Article(s) ("Production Samples"). Licensee agrees that Universal shall have the
right to request, or have its representative take, reasonable quantities of
further samples at random from production runs from time to time as Universal
may reasonably determine in order to assure that proper quality control has been
established by Licensee. In the event that any Production Sample does not
receive Approval during the commercial production period, Licensee shall suspend
commercial production of the applicable Licensed Article(s) until such time as
Universal has Approved a revised Production Sample. Universal may additionally
require that the Licensed Article(s) be immediately recalled if it believes in
its reasonable judgment that the Licensed Article(s) may pose a health or safety
hazard or be detrimental to the goodwill of any Universal Entity. The Licensed
Article(s) shall not differ in any material respect from the Approved Production
Samples.

      Licensee shall produce and deliver to Universal for Approval prior to
production and/or use thereof all concepts, designs and samples ("Advertising
Elements") of any Advertising and Promotion, including, without limitation, all
press releases, that Licensee intends to use in relation to the marketing,
distribution and sale of the Licensed Article(s). Licensee shall not distribute
or disseminate any Advertising and Promotion, or any element thereof or
materials related thereto, unless and until Universal has Approved the
Advertising Elements, and the Advertising and Promotion shall not differ in any
material respect from the Advertising Elements as Approved. All Concepts,
Designs, Prototypes, Production Samples and Advertising Elements requiring
Approval hereunder shall be delivered to Universal on an expedited and insured
basis.

      At all reasonable times and upon reasonable notice, Universal's
representative(s) shall have access to any Licensee Materials and/or Licensed
Article(s), Concepts, Designs, Prototypes, Production Samples and Advertising
Elements regardless of their location. At all reasonable times and upon
reasonable notice, Universal and/or its representatives shall have the right to
enter and inspect all premises and facilities (including, without limitation,
storage and shipping facilities) of Licensee and its designers, manufacturers,
suppliers, warehousers and/or shippers (collectively, "Manufacturers") in order
to ensure that the manufacture, Packaging, labeling, Advertising and


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            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


Promotion and distribution of Licensed Articles comply with Licensee's
obligations hereunder and all Laws. Licensee shall provide all information
reasonably requested by Universal regarding the design, testing, manufacture,
quality control, storage and shipment of the Licensed Article(s).

            (f)   No Sublicense; Manufacture of Articles by Third Parties:

                  (i)   Licensee shall not be entitled to sublicense any of its
rights under this Agreement. In the event the Licensed Article(s) (including
Packaging) are to be manufactured or supplied by a third party, whether the
third party is located within or outside the United States, Licensee shall
notify Universal of the name and address of such third-party Manufacturer(s) and
must obtain Approval. If requested by Universal, Licensee shall immediately
deliver to Universal any agreements between Licensee and such Manufacturers (in
which Licensee shall require that the Manufacturer agrees to be bound by all
terms and conditions in this Agreement applicable to its function as
Manufacturer of the Licensed Article(s)). In no event shall Approved third-party
Manufacturers be entitled to grant any rights to subcontractors. Universal shall
have the right to require Licensee to use a manufacturer agreement supplied to
Licensee by Universal. Upon Universal's request, Licensee shall terminate any
agreement between Licensee and any Manufacturer if such Manufacturer violates
any agreements for the protection of the Universal Entities. Such termination
shall be required only with respect to the manufacture of the applicable
Licensed Article(s), however, and shall not be required with respect to any of
Licensee's other products which do not embody or in any way make use of the
Universal Property.

                  (ii)  Licensee agrees to strictly enforce against its
Manufacturer(s) all of the provisions in the agreement between Licensee and such
Manufacturer(s) for the protection of the Universal Entities and to advise
Universal of any violations known by or which become known by Licensee with
respect to such Manufacturer(s). Licensee shall take all reasonable actions
necessary to bring such violations to an immediate halt at Licensee's sole
expense and shall fully compensate the Universal Entities for any cost, expense
or loss they sustain. If, by reason of Licensee's failure to supply the
above-mentioned agreements to Universal or failure to give Universal the name of
any Manufacturer(s), any Universal Entity makes any representation or takes any
action and is thereby subjected to any penalty or expense, Licensee shall
compensate the Universal Entity for any cost, expense or loss it sustains.

      19.   TRADEMARK, COPYRIGHT AND GOODWILL:

            (a)   Trademark and Copyright: Licensee shall do whatever is
necessary to protect the Copyright, Trademark and similar rights in the Licensed
Article(s) in the License Territory including, without limitation, by
registering itself in the License Territory as an authorized user of the
Trademark and joining with Universal to pursue infringers of those rights at
Universal's expense. "Copyright" shall mean the copyrights and design patents,
and any renewals or extensions thereof, in and to the Universal Property and all
derivative works thereof in any medium now known or hereafter devised including,
without limitation, motion pictures and other audiovisual works; electronic,
interactive multimedia and on-line works; literary, musical, dramatic,
pictorial, graphic, architectural and sculptural works; industrial designs;
sound recordings; and any and all


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            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


ancillary or subsidiary works based thereon. "Trademark" shall mean the words,
names, titles, symbols, logos, designs, phrases, trademarks, service marks,
collective marks, certification marks, trade names and trade dress associated
with the Universal Property, and any combination of the foregoing, now,
heretofore or hereafter in use, whether registered, pending registration or
subsisting at common law.

      Neither the Licensed Property nor the Licensed Article(s) shall appear or
be used, reproduced or otherwise exploited in any medium, whether now known or
hereafter devised, in conjunction with any other property or materials,
including, without limitation, any name, character, symbol, logo, design,
likeness or literary or artistic material owned or controlled by any Universal
Entity, Licensee or any third party, without Approval. Unless specifically
granted as part of the Licensed Property or as otherwise required by Universal,
neither the License nor the Licensed Property shall include the right to use in
any manner or medium the names and/or logos of any Universal Entity
(collectively, "Universal Name and Logo"), and any references to the Universal
Name and Logo in this Agreement shall not grant or be construed to grant any
rights therein. Licensee shall use no markings, legends or notices on or in
association with the Licensed Article(s) and any Advertising and Promotion other
than as specified herein and as may from time to time be specified by Universal,
without Approval. Notwithstanding the foregoing: (a) Licensee's existing
trademark(s), tradename(s) and logo(s) used in Licensee's marketing of the
Licensee's product lines (exclusive of any references to the Universal Property)
are deemed pre-approved for use in conjunction with the Licensed Article(s) and
the Advertising and Promotion hereunder; and (b) Universal agrees that it shall
not unreasonably withhold Approval for the use, in conjunction with the Licensed
Article(s) and the Advertising and Promotion hereunder, of any new trademark(s),
tradename(s) and/or logo(s) developed by Licensee for general use in Licensee's
marketing of Licensee's product lines (exclusive of any references to the
Universal Property).

      Any materials provided by any Universal Entity to Licensee, including,
without limitation, all Artwork, are and shall remain the exclusive property of
the Universal Entities ("Universal Materials"). None of: (i) this Agreement;
(ii) any action, omission or statement by any Universal Entity or Licensee; or
(iii) Licensee's use of the Licensed Property, Copyright, Trademark, Universal
Materials and/or Universal Name and Logo shall in any way confer or imply a
grant of rights, title or interest thereto or to the Universal Property or to
any elements or portions thereof (including, without limitation, ideas, themes,
plots, stories, sequence of events, mood, setting, pace, characterizations, any
Character, dialogue, titles and other material) or any other rights (including,
without limitation, Intellectual Property Rights or the goodwill associated
therewith), the ownership of which shall remain solely and exclusively with the
Universal Entities. Licensee irrevocably and unconditionally transfers and
assigns to Universal in perpetuity and throughout the universe any and all of
Licensee's right, title and interest, if any (including, without limitation, the
rights generally known as "moral rights") in and to all elements of the Licensed
Article(s) which make use of the Universal Property, the Licensee Materials and
the Advertising and Promotion, all of which shall, upon their creation, become
and remain the exclusive property of Universal and shall be prepared by an
employee-for-hire of Licensee (under Licensee's sole supervision, responsibility
and monetary obligation) or as a work-for-hire by a third party who assigns to
Universal in writing and in perpetuity throughout the universe all right, title
and interest in the same. For purposes of this


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            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


Agreement, "Intellectual Property Rights" means any patent, copyright,
registered design, trademark, service mark, trade name, trade dress or other
industrial or intellectual property rights subsisting in the License Territory
in connection with the Universal Property, Licensed Property, Universal
Materials, Universal Name and Logo and, solely to the extent they embody or make
use of any of the foregoing, in the Licensee Materials and Licensed Article(s)
and applications for any of the foregoing. Nothing contained herein shall be
construed as a transfer or assignment, or as any obligation by Licensee to
transfer or assign, any right, title or interest in or to any trademarks,
copyrights, patents or other rights owned by Licensee in the Licensed
Article(s), Licensee Materials, or Advertising and Promotion, except to the
extent the foregoing embody the Universal Property as specifically provided
herein.

      Licensee agrees that it shall not at any time apply for registration of
any copyright, trademark or other designation or file any document with any
governmental authority or take any action which would affect the ownership of
the Copyright, Trademark and Universal Name and Logo. Licensee shall inform
Universal of the first date of use and first date of use in interstate commerce
for the Licensed Article(s). Licensee's obligations under this Agreement shall
in no event be diminished or deferred in the event that the Licensee shall be
sued by a third party for copyright or trademark infringement or any other
matter arising out of this Agreement and, further, Licensee agrees that it shall
not assert the pendency of such claim as an offset against or to avoid any of
its obligations under the terms of this Agreement.

            (b)   Copyright: The copyright notice specified by Universal must be
permanently affixed in a reasonably prominent position in the order and manner
specified by Universal on each Licensed Article and on all Advertising and
Promotion. The License granted hereunder is expressly conditioned upon the full
and complete compliance of Licensee with the provisions of this Paragraph and
upon Licensee's complete compliance with the provisions of the United States
Copyright Act and the registration and notice provisions of the License
Territory and of the Universal and Berne Copyright Conventions.

            (c)   Trademark: When a Trademark is used on or in connection with
the Licensed Article(s) and/or for Advertising and Promotion, the Licensee
shall: (i) abide by the trademark laws and what are considered to be sound
practices in regard to trademark notice provisions in the License Territory;
(ii) properly use the "O" or "(R)" designation and other trademark notice and
information, as instructed by Universal; and (iii) not use the Trademark as the
generic name of the Licensed Article(s) and/or Advertising and Promotion.

            (d)   Goodwill: Licensee recognizes the great value of the publicity
and goodwill associated with the Trademark, Copyright, Universal Name and Logo,
Universal Property, Licensed Property and Universal Materials, acknowledges that
they have acquired secondary meaning in the minds of the public and agrees that
the Trademark, Copyright, Universal Name and Logo, Universal Property, Licensed
Property, Universal Materials and all rights and goodwill in them belong
exclusively to the Universal Entities. Licensee assigns and transfers to
Universal all goodwill created by Licensee's use of the Trademark, Copyright,
Universal Name and Logo, Universal Property, Licensed Property, Universal
Material and, solely to the extent they embody or


                                      -10-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


make use of any of the foregoing, the Licensee Materials and Licensed
Article(s). Licensee shall not, either during or after the License Term, assert
any claim to such goodwill or take any action that could be detrimental to such
goodwill.

      20.   RESERVED RIGHTS:

            (a)   Universal reserves unto itself and/or its designees all rights
now known or hereafter devised in and to the Universal Property, Licensed
Property, Universal Materials, Copyright, Trademark and Universal Name and Logo
throughout the universe in perpetuity, except the rights specifically granted to
Licensee herein. Notwithstanding any specific grant(s) of exclusivity pursuant
to any applicable Schedule(s) hereto, nothing in this Agreement shall be
construed to prevent any Universal Entity from: (a) granting other licenses or
rights to exploit the Universal Property, Licensed Property, Copyright,
Trademark, Universal Materials, Universal Name and Logo or goods bearing any
likeness, characterization or representation thereof (excluding any specific
grant of exclusivity pursuant to any applicable Schedule(s) hereto); or (b)
using or exploiting the same or discontinuing or changing the use thereof in any
manner whatsoever except as specified herein. Other than the rights granted in
accordance with the terms and conditions hereof, Licensee shall have no rights
in or to the Universal Property, Licensed Property, Universal Materials,
Copyright, Trademark and Universal Name and Logo or to exploit any goods
utilizing the Universal Property, Licensed Property, Universal Materials,
Copyright, Trademark and Universal Name and Logo or any likeness,
characterization or representation thereof or otherwise to deal in or with the
Universal Property, Licensed Property, Universal Materials, Copyright, Trademark
and Universal Name and Logo or any likeness, characterization or representation
thereof.

            (b)   With respect to the Universal Property, Licensed Property,
Universal Materials, Copyright, Trademark and Universal Name and Logo, Universal
reserves unto itself and/or its designees the right: (i) to manufacture,
advertise, promote, display, sell and otherwise exploit articles similar and/or
identical to the Licensed Article(s) and products directly or indirectly
competitive with the Licensed Article(s) for use in connection with premiums,
promotional, direct-mail and/or in-theater sales and/or giveaways; (ii) to grant
additional merchandising licenses to third parties (except to the extent limited
by any specific grant(s) of exclusivity pursuant to any applicable Schedule(s)
attached hereto); and (iii) to manufacture, advertise, promote, display, sell
and otherwise exploit such articles and products in or in connection with any
and all facilities owned, operated and/or controlled by any of the Universal
Entities.

            (c)   Except as otherwise specified in the applicable Schedule(s),
Licensee shall not directly (i.e., itself) sell or distribute the Licensed
Article(s) door-to-door or via direct mail order response, in or to any store
selling to the public in so-called "outlet malls" or similar markets, via
broadcast or electronic communications media (including, without limitation,
broadcast transmission, cable television, direct broadcast satellite,
fiber-optic or wire pathway, microwave transmission, telephone line or any other
means now known or hereafter devised) or via on-line services (which shall mean
and include the Internet, the World Wide Web or other similar or related means
now known or hereafter devised), all of which are deemed reserved distribution


                                      -11-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


channels for Universal. If, pursuant to any applicable Schedule(s), Licensee
shall be permitted to sell or distribute the Licensed Article(s) via on-line
services (i.e., the Internet, the World Wide Web or such other related means now
known or hereafter devised), Licensee agrees that it shall abide by Universal's
"Guidelines for use of Universal Properties on the Internet" which are
incorporated herein by this reference and are attached hereto as Exhibit "1".

      21.   PROTECTIONS: Licensee shall have a continuing obligation during the
License Term and for six (6) months thereafter to take reasonable actions to
protect and safeguard the Universal Property, Licensed Property, Universal
Materials, Copyright, Trademark, Universal Name and Logo and, to the extent they
embody or make use of any of the foregoing, the Licensee Materials and Licensed
Article(s) within Licensee's possession, custody or control against theft,
misuse, infringement and unauthorized use thereof and any similar harm thereto
or to Universal's goodwill in connection therewith (collectively, "Harm").
Without limiting the foregoing, Licensee shall employ such actions, steps,
procedures, standards and measures as Universal shall from time to time
reasonably require.

      Licensee shall immediately notify Universal in writing of any actual,
alleged or suspected Harm which may come to Licensee's attention. Should legal
action against any third party in connection with such Harm be deemed necessary
by any Universal Entity, then the Universal Entity shall have the right: (a) to
demand that Licensee reasonably cooperate with Universal in undertaking such
legal proceedings at Universal's expense; and/or (b) in its sole discretion and
at its expense, to commence such actions or to join any actions previously
commenced by any other person or entity. With respect to all claims and suits to
prevent against Harm in which Licensee or any Universal Entity is a party, each
shall have the right to employ counsel of its own choice and Universal or its
designee shall have the right to control the litigation and any settlement
thereof. If Universal elects to control such proceedings, it shall be entitled
to receive and retain all amounts awarded as damages, profits or otherwise in
connection with such suit. If, however, Licensee controls the litigation, all
recoveries shall be applied first to reimburse all costs and expenses incurred
in such action, including, without limitation, reasonable attorneys' fees, and
the balance shall be divided equally between the applicable Universal Entities
and Licensee.

      22.   INSURANCE: Licensee shall obtain and maintain in full force and
effect during the License Term and for a period of not less than one (1) year
thereafter, at its sole cost and expense, the following insurance: (a)
comprehensive general liability insurance (including, without limitation,
coverage for bodily injury, personal injury, property damage, casualty loss and
contractual and trademark liability) with limits of not less than *** Dollars
(US $ ***) per occurrence, *** Dollars (US $***) aggregate; (b) product
liability insurance providing full indemnification and defense against any
claims, liabilities, damages, demands and causes of action, actual or alleged,
arising out of any defects in or use or misuse of the Licensed Article(s) with
limits of not less than *** Dollars (US $***) per occurrence, *** Dollars (US
$***) aggregate; and (c) workers' compensation and employers' liability
insurance, where applicable, in accordance with local law.


                                      -12-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


      Within thirty (30) days following the execution of this Agreement by
Licensee, it shall provide certificates of insurance to Universal certifying
that the Universal Entities and any other entity specified by Universal have
been added as additional insureds to each of the insurance policies set forth
above and that before any proposed cancellation or material modification in the
coverage the insurance carrier will give the certificate holder(s) not less than
thirty (30) days' prior written notice thereof. Upon receipt of any such
notification, Universal shall have the right to purchase replacement insurance
from an insurance carrier of Universal's choice and charge Licensee for all
costs thereof or terminate the Agreement unless Licensee provides Universal with
proof of having obtained replacement insurance within twenty-one (21) days from
the date of such notification from the insurance carrier. Licensee agrees to pay
all such costs immediately upon submission by Universal. Any claims covered by
Licensee's insurance policies shall not be offset or reduced in any amount
whatsoever by any other insurance which the Universal Entities may independently
maintain.

      Licensee's insurance shall be carried by a licensed insurer with a rating
in accordance with the BEST Rating Guide of A-6 (or its equivalent) or better.
Each policy required hereunder shall contain a waiver of subrogation. Licensee
shall notify Universal of all claims regarding the Universal Property, Licensed
Property, Universal Materials, Licensee Materials, Licensed Article(s),
Copyright, Trademark or Universal Name and Logo under any of the foregoing
policies of insurance promptly upon the filing thereof.

      23.   REPRESENTATIONS AND WARRANTIES:

            (a)   Licensee: Licensee represents and warrants all of the
following:

                  (i)   Licensee is a company duly organized, validly existing
and in good standing under the laws of the state and/or country of its principal
office, with full power and authority to execute and deliver this Agreement and
to perform its obligations, and maintains its principal executive office at the
address set forth herein. The execution, delivery and performance of this
Agreement have been duly authorized by all necessary actions of Licensee and
this Agreement constitutes a valid and binding obligation of Licensee
enforceable against Licensee in accordance with its terms, and the consent of no
other entity or person is required for Licensee to fully perform all of its
obligations or services herein

                  (ii)  Licensee shall comply with and act in accordance with:
(A) any and all applicable laws and other legal obligations of or in the License
Territory including, without limitation, local, state and federal directives,
rules, assessments, regulations, filing requirements, ordinances, statutes,
codes, judgments and civil or common law; (B) conventions and treaties to which
the United States or any legal subdivision thereof is a party (individually and
collectively, "Law" or "Laws"); and (C) the requirements of this Agreement and
any accompanying Schedule(s) thereto. In addition, Licensee shall comply with
all manufacturing, distribution, retail and marketing policies and strategies
which are reasonably promulgated by the Universal Entities and provided to
Licensee from time to time.


                                      -13-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


                  (iii)  The making of this Agreement by Licensee does not
violate any agreement, right or obligation between Licensee and any other
person, entity, firm or corporation, and the permission and/or agreement of no
other person, entity, firm or corporation is required for Licensee to execute
this Agreement or perform the obligations herein; and neither Licensee's
execution and delivery of this Agreement nor Licensee's performance of any or
all of the terms, obligations and services herein shall breach, be in conflict
with or constitute a default under any agreement or commitment to which Licensee
is a party or violate any Law applicable to Licensee.

                  (iv)   The Licensed Article(s) and all Advertising and
Promotion shall be of high quality in design, material and workmanship and
suitable for their intended purpose; no injurious, deleterious or defamatory
material, writing or images shall be used in or on the Licensed Article(s) or
Advertising and Promotion; the Licensed Article(s) shall be merchantable and fit
for the intended use herein, shall in all respects be safe to consumers and
shall be manufactured and distributed as follows: (A) without the use of child
labor (the term "child" refers to a person younger than the age for completing
compulsory education, but in no case shall a child younger than fourteen (14)
years of age be so used); (B) in an environment providing workers and employees
with a suitable workplace in compliance with all applicable Laws; (C) employing
only persons whose employment is voluntary and not using prison labor or
corporal punishment (or other forms of mental or physical coercion) as a form of
discipline for workers or employees; (D) complying with all applicable wage and
hour Laws, including minimum wage, overtime and maximum hours, and utilizing
such other fair employment practices as defined by applicable Laws; (E) not
discriminating in its hiring and employment practices on the grounds of race,
religion, national origin, political affiliation, sexual orientation, gender or
any criteria protected by applicable Law; and (F) complying with all applicable
environmental and animal cruelty Laws.

                  (v)    Licensee shall undertake a level of customer service
and provide warranties to consumers at least as favorable as is standard in its
industry.

                  (vi)   Licensee shall not grant to any person or entity, other
than the Universal Entities, any right, title or interest in or to the Licensed
Article(s) which is or may become prior, superior or equal to the right, title
or interest of Licensee therein or thereto.

                  (vii)  Licensee shall not create, incur or permit any
encumbrance, lien, security interest, mortgage, pledge, assignment or other
hypothecation upon the License or permit the commencement of any proceeding or
foreclosure action on the License or to obtain any assignment thereof, whether
or not involving any judicial or nonjudicial foreclosure sales, and there is not
now and shall not be any agreement to which Licensee is a party or by which it
may be bound that requires the subordination in right of payment of any of its
obligations herein. This will not prevent Licensee from granting, to the
financial institution that provides Licensee a working capital or other general
line of credit, a security interest in certain of Licensee's assets with respect
to the Licensed Article(s) pursuant to this Agreement that is consistent with
the security interest Licensee grants to such financial institution in
Licensee's intellectual property. Under no circumstances, however, shall
Licensee's grant of such security interest to its financial institution confer
any right(s) upon such institution with respect to this Agreement itself, or
permit such institution to


                                      -14-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


perform as or on behalf of Licensee thereunder in the event of any bankruptcy,
foreclosure, etc. of Licensee.

                  (viii) To the best of Licensee's knowledge, there is no
pending or threatened litigation which may affect the legality, validity or
enforceability of this Agreement or any of the transactions contemplated herein
or Licensee's ability to fully perform its obligations herein.

                  (ix)   Licensee shall not misuse or take any action or conduct
its operations in such manner as to bring public ridicule, contempt, censure or
disparagement upon the Licensed Article(s), Licensed Property, Universal
Property, Universal Materials, Universal Name and Logo and/or the Universal
Entities.

                  (x)    To the extent any third party materials and/or third
party intellectual property rights are used by Licensee in connection with the
Licensed Article(s) and/or the Advertising and Promotion, Licensee represents
and warrants that it owns and/or controls or has acquired under license all
necessary rights to all such third party materials and/or intellectual property
rights included in the Licensed Article(s) and/or the Advertising and Promotion,
whether in the development thereof or in the finished product released to the
public. Licensee has paid or will pay any and all re-use and/or license fees to
the appropriate person or entity (which fees may include a calculation and
payments in satisfaction of pension and welfare obligations) and has obtained or
will obtain written and executed authorizations for such use from the person or
entity having the right to grant such permissions.

                  (xi)   None of the representations or warranties made by
Licensee in this Agreement as of the date hereof and none of the statements
contained in any agreement or other document or report furnished by or on behalf
of Licensee to any of the Universal Entities in connection with this Agreement
contain any untrue statement of a material fact or omit any material fact
necessary to make such statements accurate in light of the circumstances under
which they were made.

                  (xii)  Licensee shall not attack the title to or any rights of
the Universal Entities in and to the Universal Property, Licensed Property,
Universal Materials, Licensee Materials, Universal Name and Logo or attack the
validity of this Agreement.

                  (xiii) Licensee shall exercise its best efforts to manufacture
sufficient quantities of the Licensed Article(s) to fill orders and to meet the
market demand in the License Territory, shall maintain the highest standards of
quality and quality control, and shall diligently and continuously distribute
and offer for sale the Licensed Article(s) and fulfill all commercially viable
orders for the Licensed Article(s). Licensee shall not manufacture quantities of
the Licensed Article(s) during the License Term which it does not reasonably
expect to sell during the License Term and, except as may otherwise be permitted
pursuant to this Agreement or any applicable Schedule(s) thereto, shall not
manufacture any additional quantities of Licensed Article(s) during any
applicable Sell-off Period herein.


                                      -15-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


            (b)   Universal: Universal represents and warrants all of the
following:

                  (i)   It owns or controls the rights granted herein.

                  (ii)  It is a company duly organized, validly existing and in
good standing under the laws of the state and country of its principal office,
with full power and authority to execute and deliver this Agreement and to
perform its obligations, and maintains its principal executive office at the
address set forth hereinabove. The execution, delivery and performance of this
Agreement have been duly authorized by all necessary actions of Universal and
this Agreement constitutes a valid and binding obligation of Universal and,
notwithstanding any third party rights of approval with respect to any Universal
Property(ies) set forth on any applicable Schedule(s), the consent of no other
entity or person is required for Universal to execute this Agreement or fully
perform all of its obligations or services herein.

                  (iii) The making of this Agreement by Universal does not
violate any agreement, right or obligation between Universal and any other
person, entity, firm or corporation, and neither Universal's execution and
delivery of this Agreement nor Universal's performance of any or all of the
terms, obligations and services herein shall knowingly breach, be in conflict
with or constitute a default under any agreement or commitment to which
Universal is a party or violate any Law applicable to Universal.

                  (iv)  The Universal Entities do not make any warranties or
representations as to the popularity, success, viewership or continuing
exploitation of or marketing and advertising budget with respect to the
Universal Property or Licensed Property and make no warranty or representation
as to the amount of gross sales, net sales or profits Licensee shall derive
under this Agreement from the sale or distribution of the Licensed Article(s).

                  (v)   To the best of Universal's knowledge, there is no
pending or threatened litigation which may affect the legality, validity or
enforceability of this Agreement or any of the transactions contemplated herein
or Universal's ability to fully perform its obligations herein.

      24.   INDEMNIFICATION:

            (a)   By Licensee: Licensee shall defend, indemnify and forever hold
harmless the Universal Entities and each of their respective officers,
directors, shareholders, employees, agents, representatives, assigns and
successors-in-interest (collectively, "Related Parties") from and against any
and all claims, liabilities, penalties, losses, costs, damages, demands,
actions, causes of action, suits, proceedings, judgments and expenses including,
without limitation, amounts paid in settlement, attorneys' fees, court costs and
other legal expenses arising out of, connected with, and/or relating to: (a) the
Licensed Article(s), Advertising and Promotion and/or the Licensee Materials;
(b) any act or omission of Licensee, its parents, subsidiaries, Manufacturers,
contractors, designers, distributors and/or vendors and any representatives,
employees, affiliates and/or agents of


                                      -16-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


any of the foregoing relating to such entities' use or misuse of the Licensed
Property, Universal Property, Universal Materials and/or Universal Name and
Logo; (c) arising out of Licensee's unauthorized or unlicensed use of third
party materials and/or third party intellectual property rights in conjunction
with the Licensed Article(s) and/or the Advertising and Promotion; and (d) the
breach or alleged breach of any of Licensee's representations, warranties and
agreements set forth herein. Licensee shall have the option to conduct or
control the litigation and/or settlement of any such action or proceeding with
counsel of its own selection; provided, however, that: (a) at its discretion,
Universal shall have the right to be represented by counsel of its own selection
in any such action or proceeding, and Licensee shall be responsible for all
reasonable fees and costs associated therewith; and (b) no crucial decision(s)
which would effect Universal's rights or settlement(s) may be made with respect
to any such action or proceeding without Universal's prior knowledge and consent
(which shall not be unreasonably withheld). Any amount which Licensee may be
obligated to pay the Universal Entities and Related Parties pursuant to this
Paragraph shall be paid by Licensee upon demand, with interest at the prime rate
from the date incurred. The provisions of this Paragraph shall survive
termination of this Agreement.

            (b)   By Universal: Universal shall defend, indemnify and forever
hold harmless Licensee from and against all claims (whether actual, threatened
and whether justified or not), liabilities, losses, costs, damages, demands,
actions, causes of action, suits, proceedings, judgments and expenses including,
without limitation, amounts paid in settlement, reasonable attorneys' fees,
court costs and other legal expenses arising out of, connected with and/or
relating to any material breach by Universal of any of its representations or
warranties set forth in Paragraph 23(b) above, provided that prompt written
notice is given to Universal of any such claim or suit; and provided, further,
that Universal shall have the option to undertake, conduct or control the
litigation and/or settlement of any such claim or suit including, without
limitation, the selection of counsel. The provisions of this Paragraph shall
survive termination of this Agreement.

      25.   DEFAULT: The occurrence of one or more of the following shall
constitute a default under this Agreement: a breach or alleged breach by
Licensee of any of its representations and warranties herein; any failure by
Licensee to adhere to the approval process herein or Universal's directions with
respect thereto; the distribution, sale or shipment of any Licensed Article(s)
not Approved by Universal; any failure of Licensee to perform any of Licensee's
covenants or obligations or to meet any conditions under this Agreement
including, without limitation, any failure to pay any portion of any amounts
specified herein on or before the date when due or to make any payments required
of Licensee herein; any actual or attempted assignment, sublicense or other
transfer by Licensee of any or all of the rights granted to Licensee herein or
the delegation of any of the duties or obligations of Licensee herein without
Approval; any actual or attempted use, authorization or permission by Licensee
to use the Universal Property, Universal Name and Logo, Licensed Article(s),
Licensed Property, Advertising and Promotion, Universal Materials or Licensee
Materials in any manner, medium or territory not specifically granted in this
Agreement; any event of bankruptcy or other form of insolvency as specified
herein; any merger, consolidation or other reorganization of or involving any
Licensee Group Member or any sale of an equity interest in a Licensee Group
Member without Universal's prior knowledge and consent (which shall not be
unreasonably withheld), as a result of which, in either instance, fifty


                                      -17-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


percent (50%) or more of the equity interest in such Licensee Group Member,
after the completion of such transaction, is owned, controlled or held by any
person or entity who prior to such transaction did not own, control or hold at
least fifty percent (50%) of the equity interest in such Licensee Group Member
(as used herein, the term "Licensee Group Member" shall refer to Licensee and
any person or entity owning, controlling or holding, directly or indirectly,
fifty percent (50%) or more of the equity interest in Licensee); any alleged or
actual breach or violation of or failure to perform any of Licensee's
obligations herein; and any alleged or actual breach or violation of or failure
to perform any of Licensee's obligations under, or the termination prior to
expiration of or any default (which is not remedied within any applicable cure
period) under, any other agreement or document between any of the Universal
Entities and Licensee.

      26.   BANKRUPTCY:

            (a)   Bankruptcy: If Licensee becomes insolvent or makes an
assignment for the benefit of its creditors or any arrangement regarding
insolvency, or if Licensee discontinues its business, or if a receiver is
appointed for Licensee or its business, the License shall, without notice,
terminate automatically upon the occurrence of any such event. In the event that
the License so terminates, neither Licensee nor its receivers, representatives,
trustees, agents, administrators, successors and/or assigns shall have any right
to manufacture, distribute, sell, exploit or in any way deal with the Licensed
Article(s), Licensed Property, Advertising and Promotion, Licensee Materials or
Universal Name and Logo except with and pursuant to Universal's special Approval
and written instructions. If Licensee files a petition in bankruptcy or is
adjudicated a bankrupt, or if a petition in bankruptcy is filed against Licensee
and any order for relief under the United States Bankruptcy Code is entered,
Licensee must assume or reject this Agreement within sixty (60) days after such
order for relief is entered. If Licensee does not assume this Agreement within
such sixty (60) day period, Universal may, at its sole option, terminate this
Agreement effective immediately upon notice to Licensee, without further
obligation or liability of Universal under this Agreement.

            (b)   Intentionally omitted.

      27.   TERMINATION:

            (a)   Termination with Notice and Right to Cure: Universal shall
have the right, in its sole discretion, in addition to any and all other rights
and remedies and at no cost or expense to itself, to declare a material breach
of this Agreement and to terminate this Agreement effective immediately upon
notice to Licensee at any time upon the occurrence of any default set forth in
the Default Paragraph other than those specified in subparagraphs (b) or (c)
below, provided that Licensee shall have a period not to exceed thirty (30) days
from the date of notice by Universal of such default to cure the default to
Universal's sole satisfaction. Notwithstanding the foregoing, in the event of
any failure to make any payments required pursuant to the Agreement, other than
Advance(s), Licensee shall have a period not to exceed ten (10) days from the
date of Licensee's receipt of notice from Universal of such default to cure the
default to Universal's sole satisfaction. There shall be no cure period
available to Licensee with respect to the non-payment of any Advance(s) due
hereunder.


                                      -18-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


            (b)   Automatic Termination: This Agreement shall terminate
immediately and automatically, without notice, upon the occurrence of any of the
following events of default as specified in the Default Paragraph, each of which
shall be deemed a material breach of this Agreement: (i) failure to pay any
Advance(s); (ii) failure to make any payments (other than Advances) required as
set forth herein on or before the date when due which failure has not been cured
within the aforementioned ten (10) day period; (iii) assignment or sublicense;
(iv) unauthorized use; (v) bankruptcy; or (vi) the distribution, sale or
shipment of Licensed Article(s) not Approved by Universal.

            (c)   Termination with Notice: Universal shall have the right, in
its sole discretion, in addition to any and all other rights and remedies and at
no cost or expense to itself, to declare a material breach of this Agreement and
to terminate this Agreement effective immediately upon notice to Licensee at any
time: (i) upon or after the occurrence of any of the following events of default
as specified in the Default Paragraph (A) change of ownership without
Universal's prior knowledge and consent (which shall not be unreasonably
withheld), and (B) breach of other agreements with Universal (which is not
remedied within any applicable cure periods thereunder); (ii) should any term or
provision of this Agreement pertaining to the payment of monies to Universal be
declared by a court of competent jurisdiction to be invalid, illegal or
otherwise ineffective; or (iii) upon a breach of any material term of this
Agreement not reasonably capable of cure within thirty (30) days.

            (d)   If this Agreement is terminated, all unpaid fees, Advances,
Guarantees, Royalties and/or any other payments due to Universal in accordance
with the provisions of this Agreement shall be immediately due and payable to
Universal. The failure of Universal to exercise a right to terminate this
Agreement shall not operate as a waiver by Universal of any right of termination
at a later date, whether for the same or upon a new breach. Upon termination of
this Agreement, Licensee shall cease production and distribution of the Licensed
Article(s) and any Advertising and Promotion and shall provide Universal with
adequate and appropriate proof of same. There shall be no Sell-off Period if
termination results from a breach by Licensee.

            (e)   If this Agreement is terminated by Universal in accordance
with the terms herein, and if Licensee is a party to additional agreements
between Licensee and any Universal Entity, each such Universal Entity shall have
the right to immediately terminate any or all of such additional agreements
whether or not a right of termination would otherwise exist under the terms of
those additional agreements and irrespective of any cure periods provided for in
those agreements.

      28.   EFFECT OF TERMINATION OR EXPIRATION: Upon and after the expiration
or earlier termination of this Agreement, all of the following shall occur: (a)
Licensee shall permanently discontinue the manufacture, distribution, sale and
any other activities related to the Licensed Property, Licensed Article(s) and
Advertising and Promotion; (b) Licensee shall immediately terminate all
agreements with Manufacturers, distributors, salespeople and other persons or
entities relating to the Licensed Property, Licensed Article(s) and Advertising
and


                                      -19-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


Promotion; (c) all rights granted to Licensee hereunder shall immediately revert
to Universal, which shall be free to license such rights to any other person or
entity; (d) except during any applicable Sell-off Period(s), Licensee shall have
no further right to exploit or in any way deal with the Licensed Article(s),
Universal Property, Licensed Property, Universal Materials, Trademark, Copyright
or Universal Name and Logo or make any further reference to them, direct or
indirect, or anything reasonably deemed by Universal to be materially similar to
any of them; (e) Licensee shall not be relieved or released from any of its
obligations existing prior to the date of such termination or expiration
including, without limitation, the payment of all fees, Advances, Guarantees,
Royalties and/or any other payments due hereunder; (f) Licensee shall comply
with the Inventory, Sell-off and Destruction Paragraph; and (g) Licensee's
representations, warranties and indemnity obligations hereunder shall survive
expiration or termination.

      29.   NO OFFSET: Licensee shall have no right to offset any amounts owing
or allegedly owing to Licensee from any Universal Entity from amounts otherwise
payable by Licensee hereunder.

      30.   INVENTORY, SELL-OFF AND DESTRUCTION:

            (a)   Inventory: Licensee shall furnish to Universal, not less than
twenty-one (21) days before the expiration of the License Term and not more than
ten (10) business days after receipt of a notice of termination, termination by
operation of Law or the automatic termination of this Agreement, a statement
certified by an authorized representative of Licensee showing the number and
description of the Licensed Article(s) and/or Advertising and Promotion
materials on-hand held for Licensee's inventory or in process of manufacture
(collectively, "Inventory"), specifying the quantity, type, class, category, sku
number and condition of all items of the Inventory ("Initial Inventory
Statement"). Universal shall have the right, upon reasonable notice and during
normal business hours, to enter all premises where the Inventory is located, to
take a physical inventory to verify the Initial Inventory Statement and/or
condition of the Inventory set forth in any condition statement. Refusal by
Licensee to submit to such physical inventory shall cause Licensee to forfeit
any opportunity it may otherwise have to sell off such Inventory as provided
herein.

            (b)   Sell-off: In the event that this Agreement has expired
pursuant to its terms and the Guarantee has been received by Universal, then
Licensee shall have the right to sell the remaining Licensed Article(s) within
the License Territory for a period of sixty (60) days following expiration of
the License Term ("Sell-off Period") (except as may otherwise be permitted
pursuant to any applicable Schedule(s) hereto) provided that: (i) the provisions
of this Agreement, including those concerning the calculation and payment of
Royalties, shall remain in force and effect during the Sell-off Period; (ii)
notwithstanding any grant of exclusivity, the License shall not be exclusive to
Licensee during the Sell-off Period; and (iii) within thirty (30) days from the
expiration of the Sell-off Period, Licensee shall furnish to Universal a
statement showing the quantity, type, class, category, sku number and condition
of Licensed Article(s) and/or Advertising and Promotion materials then on hand
or held for Licensee's inventory ("Final Inventory"). Licensee's right of
sell-off shall itself terminate automatically if Licensee (or its
Manufacturer(s)) breaches any term, condition, obligation, representation or
warranty herein during the Sell-off Period.


                                      -20-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


            (c)   Destruction and Surrender: At the expiration or earlier
termination of this Agreement, Licensee shall destroy the Universal Materials
and Licensee Materials unless otherwise directed by Universal. Licensee shall
deliver to Universal and/or its designee(s) any of the Universal Materials or
Licensee Materials which Universal has ordered not destroyed at Licensee's sole
cost. If this Agreement is terminated, Licensee shall deliver the Initial
Inventory Statement to Universal and/or its designee(s) and then destroy the
Inventory, unless otherwise directed by or agreed upon with Universal. If any
Inventory remains after the Sell-off Period and after delivery of the Final
Inventory Statement to Universal, Licensee shall, as directed by Universal,
either: (i) donate such Inventory to K.I.D.S., a non-profit charitable
organization benefiting children that is supported by Universal (and Licensee
shall be permitted to obtain any tax benefit attributable to or allowed in
connection with such donation); or (ii) destroy such Inventory, unless otherwise
directed by Universal. Licensee shall sell to Universal all of the Inventory
which Universal has ordered not destroyed at or below cost, and Universal and/or
its designee(s) shall reimburse Licensee for its actual out-of-pocket costs of
shipping (and insuring during shipment) such Inventory to any point of
destination specified by Universal and/or its designee(s). Notwithstanding the
foregoing, in the event that, following expiration or termination of any
applicable Schedule(s) (and subject to the furnishing by Licensee of the Initial
Inventory Statement referred to in Paragraph 30(a) above), Universal and
Licensee jointly determine that any and all references to the Universal Property
may be effectively and completely removed from the Licensed Article(s) while
still maintaining such items' functionality and merchantability, then Licensee
shall be permitted to undertake such removal of the Universal Property from such
Licensed Article(s) (inclusive of their packaging and any and all collateral
materials) and, following Universal's confirmation of such removal of the
Universal Property, Licensee shall have no further obligations to Universal with
respect to such items. In the event that all references to the Universal
Property cannot be effectively and completely removed from the Licensed
Article(s), then all of the applicable provisions of Paragraph 30(c) shall
continue to apply.

      Following the destruction and/or delivery to Universal of the Universal
Materials and Licensee Materials and the destruction and/or sale to Universal of
the Inventory, Licensee shall submit, within thirty (30) days, a statement
certified by an authorized representative of Licensee attesting to and detailing
the destruction and/or delivery of such Universal Materials and Licensee
Materials and the destruction and/or sale of all such Inventory (the
"Disposition of Inventory Statement"). Universal and/or its designee(s) and
their respective representatives shall have the right, upon reasonable notice
and during normal business hours, to enter Licensee's and/or any third parties'
premises and facilities and have access to books and records and take physical
inventory to verify the Disposition of Inventory Statement. Universal and/or its
designee(s) and their respective representatives shall also have the right, upon
reasonable notice and during normal business hours, to enter the premises where
the Inventory, Universal Materials or Licensee Materials are located to take
possession of and remove the same.

      31.   REMEDIES: Except as otherwise expressly provided herein, no remedy
granted to either party herein shall be exclusive of any other remedy, and each
remedy shall be cumulative


                                      -21-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


with every other remedy herein or now or hereafter existing at law, in equity,
by statute or otherwise. In the case of any breach by Licensee, in addition to
and/or instead of Universal's right of termination as provided herein, Universal
shall have the right to declare the Guarantee immediately due and payable and to
pursue all appropriate remedies at law or in equity for such breach. Licensee
acknowledges that any breach by Licensee shall cause the Universal Entities
irreparable harm for which there is no adequate remedy at law and, in the event
of such breach, the Universal Entities shall be entitled to injunctive or other
equitable relief. Licensee further agrees and confirms that forbearance by the
Universal Entities to enforce any right or remedy following any breach shall not
be a waiver of any of their respective rights to elect or enforce the same right
or remedy for later breaches. Licensee recognizes and confirms that, in the
event of a breach by Universal, the damage to Licensee, if any, shall not be
irreparable or sufficient to entitle Licensee to injunctive or other equitable
relief. Consequently, Licensee's rights and remedies shall be limited to the
right to resolve any dispute or pursue any claim through the Dispute Resolution
process outlined below. Licensee shall not have any right to terminate or
rescind this Agreement or any part of this Agreement, nor shall Licensee enjoin,
restrain or interfere with Universal's exploitation of its rights in the
Universal Property, Licensed Property, Universal Materials, Copyright,
Trademark, Universal Name and Logo or any other right of Universal whatsoever.

      32.   DISPUTE RESOLUTION: Any controversy, claim, or dispute arising out
of or related to this Agreement or the interpretation, performance, or breach
hereof, including but not limited to alleged violations of state or federal
statutory or common law rights or duties (a "Dispute") shall be resolved
according to the procedures set forth in this paragraph which shall constitute
the sole dispute resolution mechanism hereunder. In the event that the parties
are unable to resolve any Dispute after meeting and attempting in good faith to
reach a negotiated resolution, such Dispute(s) shall first be mediated by a
retired judge or justice of any California state or federal court. If the
parties are unable to agree upon a mediator, either party may apply to the Los
Angeles office of JAMS/Endispute, or its successor ("JAMS") for the appointment
of a mediator from a panel of retired judges and justices maintained by that
organization.

      If the parties are unable to resolve one or more Dispute(s) by mediation,
then either party may initiate arbitration of such Dispute(s). The arbitration
shall be initiated and conducted according to the JAMS/Endispute Comprehensive
Arbitration Rules and Procedure in effect as of the date hereof, including the
Optional Appeal Procedure provided for in such rules (the "Arbitration Rules").
The arbitration shall be conducted in Los Angeles County before a single neutral
arbitrator appointed in accordance with the Arbitration Rules. Any appeal shall
be heard and decided by a panel of three neutral arbitrators. The neutral
arbitrator and the members of any Appeal Panel shall be retired judges or
justices of any California state or federal court. If either party refuses to
perform any or all of its obligations under the final arbitration award
(following appeal, if applicable) within thirty (30) days of such award being
rendered, then the other party may enforce the final award in any court of
competent jurisdiction in Los Angeles County.

      Any Dispute or portion thereof, or any claim for a particular form of
relief (not otherwise precluded by any other provision of this Agreement), that
may not be arbitrated pursuant to applicable state or federal law may be heard
in a court of competent jurisdiction in Los Angeles


                                      -22-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


County. If a party believes in good faith that all or part of a Dispute, or any
claim for relief or remedy sought, is not subject to arbitration under
then-prevailing law, then that party may seek a determination to that effect
from an appropriate court. If the court determines that the matter is not
arbitrable or that the remedy sought is not available in arbitration, then the
specific matter or request for remedy in question may be resolved by the court.
All other matters and claims for relief shall be subject to arbitration as set
forth above.

      33.   LIMITATION ON LIABILITY: The parties agree that in any arbitration
or court action pursuant to Paragraph 32 above, the damages that may be awarded
shall be limited to any actual damages suffered. In no event shall either party
be liable for any special, incidental, consequential, exemplary or punitive
damages, or any claim for loss or profits, lost business or lost business
opportunities, even if the other part has been advised of the possibility of
such damages.

      34.   EXPENSES: In any proceeding arising under or related to this
Agreement, the prevailing party shall be entitled to recover from the other
party all of its legal and auditing costs, fees and expenses incurred in the
enforcement of any provisions of this Agreement; provided, however, that
auditing fees related to the collection of the Royalty shall only be recoverable
ny Universal to the extent provided in the Royalty Statements and Payments
Paragraph.

      35.   NO ASSIGNMENT OR SUBLICENSING: The rights granted hereunder are and
shall be personal to Licensee, and shall not be assigned, transferred,
sublicensed, mortgaged or otherwise encumbered by Licensee or by operation of
Law without Approval. Any purported sublicense or assignment by Licensee of any
rights granted herein shall be void and shall constitute a breach of this
Agreement. Universal may assign its rights and obligations under this Agreement
to any person or entity.

      35.   CONFIDENTIALITY AND NONDISCLOSURE: The parties acknowledge that, in
the course of the performance of this Agreement, they may obtain confidential
information or materials from the other including the following items from
Universal related to the Universal Property, Universal Materials and/or Licensed
Property: underlying literary material, creative elements, style guides,
research material and data, specifications, processes, technological
developments or other proprietary materials. The parties shall, at all times
both during the License Term and thereafter, keep all of such confidential
information of the other party in confidence and trust. Neither party shall use
such confidential information of the other party other than as expressly
permitted herein or with approval of the other party. Each party agrees to
return to the other party any written, printed or other materials embodying the
parties' confidential information and/or materials, including all copies or
excerpts thereof, given to or acquired by the parties in connection with this
Agreement. Neither party shall directly or indirectly disclose to the public or
to any non-essential person and/or entity any of the terms of this Agreement
without the approval of the other party, unless otherwise required to do so by
any law established by any government with applicable jurisdiction. The parties
acknowledge that any breach of the foregoing may cause irreparable injury to the
other party not readily measurable in monetary amounts; consequently, the owner
of the confidential information shall, without waiving any other rights or
remedies, be


                                      -23-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


entitled to injunctive and/or declaratory relief in connection with any breach
or threatened breach hereof.

      37.   NOTICES: Any notice or other communication required or permitted to
be given shall be in writing addressed to the respective party at the address
set forth in the introductory Paragraph hereof and may be personally served,
telecopied or sent by registered or certified mail, postage prepaid, return
receipt requested and shall be deemed given: (a) if served in person, when
served; (b) if telecopied, on the date of transmission if confirmed before 3:00
p.m. (Los Angeles time) on a business day and otherwise on the following
business day, provided that a hard copy of such notice is also sent pursuant to
(c) below; or (c) if by certified or registered mail, on the third (3rd)
business day after deposit in the mail, postage prepaid. Notices or other
communications to Universal (other than accounting statements or royalty
payments) shall be addressed to the Senior Vice President, Legal and Business
Affairs, telecopy number (818) 866-0311. (All accounting statements, royalty
payments and the like should be forwarded directly to "Controller - Universal
Studios Consumer Products Group" at the address referred to above). Notices to
Licensee shall be addressed to Licensee's Chief Financial Officer at the address
given above and/or sent via facsimile to (800) 398-3985.

      38.   GOVERNING LAW, VENUE, JURISDICTION AND JURY WAIVER: This Agreement,
and its validity, construction and effect, shall be governed by and enforced in
accordance with the internal laws of the State of California (i.e., without
reference to the conflicts of laws provisions thereof) and the federal laws of
the United States. Licensee consents to the exclusive jurisdiction of any state
or federal court empowered to enforce this Agreement located in Los Angeles
County, California, and waives any objection thereto on the basis of personal
jurisdiction or venue. In the event of court action, Universal and Licensee
waive their respective rights to trial by jury of any cause of action, claim,
counterclaim or cross-complaint in any action, proceeding and/or hearing brought
by either Universal against Licensee or Licensee against Universal on any matter
whatsoever arising out of, or in any way connected with, this Agreement, the
relationship between Universal and Licensee, any claim of injury or damage or
the enforcement of any remedy under any law, statute or regulation, emergency or
otherwise, now or hereafter in effect. The parties understand that jury trial
waivers are fully enforceable under California law.

      39.   WAIVER, MODIFICATION AND AMENDMENT: No modification, amendment or
waiver of any of the provisions contained in this Agreement, or any future
representation, promise or condition in connection with the subject matter of
this Agreement, shall be binding upon any party to this Agreement unless made in
writing and signed by a duly authorized representative or agent of such party.
The failure by either party to enforce, or the delay by either party in
enforcing, any of said party's rights under this Agreement shall not be
construed as a continuing waiver of such rights, and said party may, within such
time as is provided by the laws established by any government with applicable
jurisdiction, commence appropriate suits, actions or proceedings to enforce any
or all of such rights. A waiver by either party of a default in one or more
instances shall not be construed as a waiver in other instances.


                                      -24-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


      40.   NO JOINT VENTURE: This Agreement does not constitute and shall not
be construed to constitute an agency, a partnership or a joint venture between
Universal and Licensee. Neither party shall have any right to obligate or to
bind the other party in any manner whatsoever. Nothing contained in this
Agreement shall give or is intended to give any rights of any nature to any
third party.

      41.   ADDITIONAL DOCUMENTS: Upon either party's request, the other party
shall promptly execute and deliver to the requesting party such further
documents and instruments, in form and substance satisfactory to the requesting
party, to confirm and effectuate the terms and conditions of this Agreement.

      42.   SEVERABILITY: If any term or provision of this Agreement, as applied
to either party or any circumstance, for any reason shall be declared by a court
of competent jurisdiction to be invalid, illegal, unenforceable, inoperative or
otherwise ineffective, that provision shall be limited or eliminated to the
minimum extent necessary so that this Agreement shall otherwise remain in full
force and effect and enforceable, provided, however, that if any term or
provision of this Agreement pertaining to the payment of monies to Universal
shall be declared invalid, illegal, unenforceable, inoperative or otherwise
ineffective, Universal shall have the right to terminate this Agreement as
provided herein.

      43.   COUNTERPARTS: This Agreement may be executed in one or more
counterparts, each of which shall be an original, but all of which together
shall constitute one agreement binding on all of the parties hereto
notwithstanding that all of the parties hereto are not signatories to the same
counterpart. Each of the parties agrees that a photographic or facsimile copy of
the signature evidencing a party's execution of this Agreement shall be
effective as an original signature and may be used in lieu of the original for
any purpose.

      44.   PARAGRAPH HEADINGS AND DEFINITIONS: Paragraph and subparagraph
headings are for ease of reference only and shall not have any effect upon the
construction of this Agreement or any of the terms or provisions hereof. All
capitalized terms used herein shall be defined as set forth elsewhere in this
Agreement.

      45.   ENTIRE AGREEMENT: This Agreement, together with Schedule(s) "A" and
all such additional Schedule(s) as are added hereto following the date hereof
and thereby made a part hereof, constitutes a single, integrated written
contract expressing the entire agreement of the parties concerning the subject
matter hereof. No covenants, agreements, representations or warranties of any
kind whatsoever have been made by any party to this Agreement except as
specifically set forth in this Agreement. All prior agreements, discussions and
negotiations have been and are merged and integrated into, and are entirely
superseded by, this Agreement.

      IN WITNESS WHEREOF, each party has executed this Agreement on the date
indicated below.


                                      -25-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


Rockford Corporation                     Universal Studios Licensing LLLP
("Licensee")                             ("Universal")

Signature: __________________________      Signature: __________________________

Name (printed): _____________________      Name (printed):  ____________________

Title: ______________________________      Title: ______________________________

Date: _______________________________      Date: _______________________________


                                      -26-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


                                  SCHEDULE "A"
 to the Master Merchandising License Agreement dated as of ______________, 2002
       between Universal Studios Licensing LLLP and Rockford Corporation

                                   F&L #108024

<TABLE>
<S>                          <C>
Universal Property:          The 2001 live-action theatrical motion picture entitled The Fast and
                             the Furious.

                             Licensee acknowledges that no image(s) of any character(s) appearing in
                             the Universal Property which incorporate(s) the likeness(es) of any
                             performer(s) portraying such character(s) shall be utilized without
                             Universal's Approval. Licensee further acknowledges that no rights are
                             granted pursuant to this Schedule "A" with respect to the upcoming live
                             action theatrical motion picture currently entitled The Fast and the
                             Furious II, nor any other theatrical motion picture (and/or
                             direct-to-video/DVD) sequel(s) or prequel(s) to the Universal Property,
                             nor any television series based thereon or derived therefrom.

                             Licensee further acknowledges that it shall be solely responsible for
                             the clearance of any trademarks, logos or other elements appearing on
                             or in conjunction with the Licensed Article(s) which are not owned
                             and/or controlled by Universal including, but not limited to, any
                             applicable automobile names and/or logos.

Licensed Article(s):         ***************

Advance:                     **** Dollars (US $***), payable simultaneously upon the execution of
                             this Schedule.

Guarantee:                   ***** Dollars (US $****), payable as follows: (i) *** Dollars (US
                             $***), due and payable simultaneously upon the execution of this
                             Schedule (i.e., the Advance); (ii) additional payment(s) (inclusive of
                             any Royalties already paid pursuant to this Schedule) in the amount of
                             *** Dollars (US $***) due on or before ***; (iii) additional payment(s)
                             (inclusive of any Royalties already paid pursuant to this Schedule) in
                             the amount of **** Dollars (US $***) due on or before ***; and (iv)
                             additional payment(s) (inclusive of any Royalties already paid pursuant
                             to this Schedule) in the amount of *** Dollars (US $***) due on or
                             before ****.

Royalty:                     ***

License Term:                From the date of execution of this Schedule until ****.
</TABLE>


                                       -1-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


<TABLE>
<S>                          <C>
Option to Renew:             In the event that Licensee has paid to Universal a minimum of ***
                             Dollars (US $***) in combined Royalties and/or Guarantees pursuant to
                             this Schedule "A" and Schedule "B" to the Agreement during the
                             respective License Terms thereof, then Licensee shall have the option
                             (the "Option") to renew the License Term for an additional *** year
                             period (the "Renewal Term") commencing immediately upon the expiration
                             of the License Term, provided that: (a) Universal continues to own
                             and/or control the rights to the Universal Property as of such date
                             (and will continue to do so for the duration of the Renewal Term); (b)
                             Licensee is not in breach of any of its warranties or representations
                             hereunder or pursuant to any other agreements it may have with
                             Universal; (c) Licensee has fully performed all of its obligations
                             hereunder; and (d) Universal obtains approval from any and all third
                             parties having approval rights with respect to the Universal Property
                             (and the licensing thereof in accordance with the terms of this
                             Schedule) as may be required. In the event that Licensee elects to
                             exercise such Option, then it shall advise Universal of its desire to
                             do so in writing no less than ninety (90) days prior to the expiration
                             of the License Term, and the parties shall then engage in good faith
                             negotiations as to the terms (financial and otherwise) of the Renewal
                             Term.

Sell-off Period:             Notwithstanding the provisions of Paragraph 30(c) of the Agreement, the
                             Sell-of Period with respect to this Schedule "A" only shall be Ninety
                             (90) days.

License Territory:           *****.

Marketing Date:              No earlier than the date of execution of this Schedule and no later
                             than *****.

Shipping Date:               No earlier than the date of execution of this Schedule and no later
                             than *****.

Channels of Distribution:    Except as otherwise set forth in the Agreement, Licensee shall be
                             permitted to market and distribute the Licensed Article(s) through all
                             channels of distribution, specifically including online/internet
                             channels of distribution, subject to all applicable provisions of the
                             Agreement and Exhibit "1" attached thereto.

Exclusivity:                 Notwithstanding the provisions of Paragraph 10 of the Agreement, the
                             rights granted hereunder shall be exclusive to Licensee during the
                             License Term hereof with respect to the Licensed Article(s) set forth
                             above within the Channels of Distribution in the License Territory.
</TABLE>


                                       -2-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


<TABLE>
<S>                          <C>
Marketing Commitment:        Licensee agrees that the sale of the Licensed Article(s) hereunder
                             shall be supported by marketing activities within and throughout the
                             License Territory which may include (as Licensee deems appropriate
                             based on its marketing plans for the Licensed Article(s) pursuant to
                             this Agreement):

                             ******

Special Terms:               Licensee acknowledges that certain Universal licensees may serve as
                             sponsors ("Sponsors") with respect to racing vehicles, events and/or
                             related elements based on the Universal Property (collectively, the
                             "Racing Activities"). In the event that Licensee shall serve as such a
                             Sponsor, it hereby consents to the perpetual use, without approval, of
                             its name and/or logo, either alone or in conjunction with other
                             Sponsors' names and/or logos, for further use in merchandising and/or
                             promotional activities (collectively, the "Merchandising Activities"),
                             related to the Racing Activities and/or Universal Property and,
                             further, agrees that no payment(s) shall be due Licensee with respect
                             to such Merchandising Activities. Universal agrees that any such use of
                             Licensee's name and logo shall be solely in Licensee's approved form of
                             its name and logo, and that no changes shall be made thereto without
                             Licensee's approval.

                             Notwithstanding the provisions of Paragraph 18(e) of the Agreement,
                             Universal acknowledges that certain of the Licensed Article(s) set
                             forth above are based on pre-existing technological and functional
                             designs of Licensee and that Universal's right of Approval with respect
                             to such Licensed Article(s) shall pertain primarily to the use of the
                             Universal Property thereon and/or in conjunction therewith.
                             Accordingly, Licensee shall not be required to implement any requested
                             revisions to the Licensed Article(s) which relate solely to the
                             technology and function of such Licensed Article(s) (provided that such
                             requested revisions by Universal are not related to issues of product
                             and/or consumer safety), should Licensee determine in its reasonable
                             discretion that such changes would affect the functionality of and/or
                             substantially increase the cost of the Licensed Article(s).

Legal Notice:                Unless otherwise directed by Universal, Licensee shall use the
                             following legal notice in connection with the Licensed Article(s) and
                             the Advertising and Promotion thereof:
</TABLE>


                                       -3-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


<TABLE>
<S>                          <C>
                             THE FAST AND THE FURIOUS IS A TRADEMARK AND COPYRIGHT OF UNIVERSAL
                             STUDIOS. LICENSED BY UNIVERSAL STUDIOS LICENSING LLLP. ALL RIGHTS
                             RESERVED.

Parental Advisory:           For all Packaging, Advertising and Promotion (including, without
                             limitation, press releases) and any other collateral materials,
                             Licensee shall use the following parental advisory, which shall appear
                             prominently under the legal notice:

                             A NOTE TO PARENTS: THE FAST AND THE FURIOUS IS RATED R. CONSULT
                             WWW.FILMRATINGS.COM FOR FURTHER INFORMATION.
</TABLE>

AGREED AND ACCEPTED:

Rockford Corporation                      Universal Studios Licensing LLLP
("Licensee")                              ("Universal")


Signature: ___________________________    Signature: ___________________________

Name (printed): ______________________    Name (printed): ______________________

TITLE: _______________________________    TITLE: _______________________________

Date signed: _________________________    Date signed: _________________________


                                       -4-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


                                  SCHEDULE "B"
 to the Master Merchandising License Agreement dated as of ______________, 2002
       between Universal Studios Licensing LLLP and Rockford Corporation

                                  F&L #108396

<TABLE>
<S>                          <C>
Universal Property:          The upcoming live-action theatrical motion picture currently entitled
                             The Fast and the Furious II.

                             Licensee acknowledges that no image(s) of any character(s) appearing in
                             the Universal Property which incorporate(s) the likeness(es) of any
                             performer(s) portraying such character(s) shall be utilized without
                             Universal's Approval. Licensee further acknowledges that no rights are
                             granted pursuant to this Schedule "B" with respect to the 2001 live
                             action theatrical motion picture entitled The Fast and the Furious, nor
                             any other theatrical motion picture (and/or direct-to-video/DVD)
                             sequel(s) or prequel(s) to the Universal Property, nor any television
                             series based thereon or derived therefrom.

                             Licensee further acknowledges that it shall be solely responsible for
                             the clearance of any trademarks, logos or other elements appearing on
                             or in conjunction with the Licensed Article(s) which are not owned
                             and/or controlled by Universal including, but not limited to, any
                             applicable automobile names and/or logos.

Licensed Article(s):         *******

Advance/Guarantee:           N/A

Royalty:                     ***

License Term:                From the date of execution of this Schedule until ****.
</TABLE>


                                       -5-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


<TABLE>
<S>                          <C>
Option to Renew:             In the event that Licensee has paid to Universal a minimum of ****
                             Dollars (US $***) in combined Royalties and/or Guarantees pursuant to
                             this Schedule "B" and Schedule "A" to the Agreement during the
                             respective License Terms thereof, then Licensee shall have the option
                             (the "Option") to renew the License Term for an additional *** year
                             period (the "Renewal Term") commencing immediately upon the expiration
                             of the License Term, provided that: (a) Universal continues to own
                             and/or control the rights to the Universal Property as of such date
                             (and will continue to do so for the duration of the Renewal Term); (b)
                             Licensee is not in breach of any of its warranties or representations
                             hereunder or pursuant to any other agreements it may have with
                             Universal; (c) Licensee has fully performed all of its obligations
                             hereunder; and (d) Universal obtains approval from any and all third
                             parties having approval rights with respect to the Universal Property
                             (and the licensing thereof in accordance with the terms of this
                             Schedule) as may be required. In the event that Licensee elects to
                             exercise such Option, then it shall advise Universal of its desire to
                             do so in writing no less than ninety (90) days prior to the expiration
                             of the License Term, and the parties shall then engage in good faith
                             negotiations as to the terms (financial and otherwise) of the Renewal
                             Term.

Sell-off Period:             Notwithstanding the provisions of Paragraph 30(c) of the Agreement, the
                             Sell-of Period with respect to this Schedule "A" only shall be Ninety
                             (90) days.

License Territory:           *****

Marketing Date:              To be mutually agreed upon between Universal and Licensee.

Shipping Date:               To be mutually agreed upon between Universal and Licensee.

Channels of Distribution:    Except as otherwise set forth in the Agreement, Licensee shall be
                             permitted to market and distribute the Licensed Article(s) through all
                             channels of distribution, specifically including online/internet
                             channels of distribution, subject to all applicable provisions of the
                             Agreement and Exhibit "1" attached thereto.

Exclusivity:                 Notwithstanding the provisions of Paragraph 10 of the Agreement, the
                             rights granted hereunder shall be exclusive to Licensee during the
                             License Term hereof with respect to the Licensed Article(s) set forth
                             above within the Channels of Distribution in the License Territory.

Marketing Commitment:        Licensee agrees that the sale of the Licensed Article(s) hereunder
</TABLE>


                                       -6-
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            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


<TABLE>
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                             shall be supported by marketing activities within and throughout the
                             License Territory which may include (as Licensee deems appropriate
                             based on its marketing plans for the Licensed Article(s) pursuant to
                             this Agreement):

                             *****

Special Terms:               Licensee acknowledges that certain Universal licensees may serve as
                             sponsors ("Sponsors") with respect to racing vehicles, events and/or
                             related elements based on the Universal Property (collectively, the
                             "Racing Activities"). In the event that Licensee shall serve as such a
                             Sponsor, it hereby consents to the perpetual use, without approval, of
                             its name and/or logo, either alone or in conjunction with other
                             Sponsors' names and/or logos, for further use in merchandising and/or
                             promotional activities (collectively, the "Merchandising Activities"),
                             related to the Racing Activities and/or Universal Property and,
                             further, agrees that no payment(s) shall be due Licensee with respect
                             to such Merchandising Activities. Universal agrees that any such use of
                             Licensee's name and logo shall be solely in Licensee's approved form of
                             its name and logo, and that no changes shall be made thereto without
                             Licensee's approval.

                             Notwithstanding the provisions of Paragraph 18(e) of the Agreement,
                             Universal acknowledges that certain of the Licensed Article(s) set
                             forth above are based on pre-existing technological and functional
                             designs of Licensee and that Universal's right of Approval with respect
                             to such Licensed Article(s) shall pertain primarily to the use of the
                             Universal Property thereon and/or in conjunction therewith.
                             Accordingly, Licensee shall not be required to implement any requested
                             revisions to the Licensed Article(s) which relate solely to the
                             technology and function of such Licensed Article(s) (provided that such
                             requested revisions by Universal are not related to issues of product
                             and/or consumer safety), should Licensee determine in its reasonable
                             discretion that such changes would affect the functionality of and/or
                             substantially increase the cost of the Licensed Article(s).

Legal Notice:                Unless otherwise directed by Universal, Licensee shall use the
                             following legal notice in connection with the Licensed Article(s) and
                             the Advertising and Promotion thereof:

                             (AN APPROPRIATE LEGAL NOTICE FOR USE ON AND/OR IN CONJUNCTION WITH THE
                             LICENSED ARTICLE(S), THEIR PACKAGING AND THE ADVERTISING AND PROMOTION
                             WILL BE PROVIDED TO LICENSEE AT THE RELEVANT STAGE OF THE PRODUCT
                             APPROVAL PROCESS.)
</TABLE>


                                       -7-
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            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


<TABLE>
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Parental Advisory:           For all Packaging, Advertising and Promotion (including, without
                             limitation, press releases) and any other collateral materials,
                             Licensee shall use the following parental advisory, which shall appear
                             prominently under the legal notice:

                             A NOTE TO PARENTS: [INSERT APPLICABLE MOVIE TITLE] IS RATED [INSERT
                             APPLICABLE MPAA RATING]. CONSULT WWW.FILMRATINGS.COM FOR FURTHER
                             INFORMATION.
</TABLE>

AGREED AND ACCEPTED:

Rockford Corporation                      Universal Studios Licensing LLLP
("Licensee")                              ("Universal")


Signature:____________________________    Signature:____________________________

Name (printed):_______________________    Name (printed):_______________________

Title:________________________________    Title:________________________________

Date signed:__________________________    Date signed:__________________________


                                      -8-
<PAGE>
            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


                                   EXHIBIT 1

           GUIDELINES FOR USE OF UNIVERSAL PROPERTIES ON THE INTERNET

As a condition to your use of the Universal Property on the Internet, you agree
to use the following text on your Website and to take all steps necessary to
enforce the terms included therein.

      1.    The appropriate long form Legal Notice as provided on the applicable
Schedule(s) of your Agreement must be used on the first page of the Website
where any textual or other reference to the Universal Property appears,
accompanied by the following text:

      THE SUBSCRIBER IS NOT AUTHORIZED TO USE THE PROTECTED PROPERTY FOR ANY
      COMMERCIAL PURPOSE WHATSOEVER. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED
      AS CREATING ANY LICENSE OR RIGHT UNDER COPYRIGHT, TRADEMARK OR OTHER
      INTELLECTUAL PROPERTY RIGHT OF UNIVERSAL. UNAUTHORIZED DISTRIBUTION,
      DUPLICATION, ALTERATION OR OTHER USE OF PROTECTED PROPERTY, INCLUDING
      WITHOUT LIMITATION ANY TRADEMARK, IMAGE, DRAWING, TEXT, LIKENESS OR
      PHOTOGRAPH MAY CONSTITUTE A VIOLATION OF THE LAWS OF COPYRIGHT AND
      TRADEMARK AND MAY BE PROSECUTED UNDER CRIMINAL AND/OR CIVIL LAW.

On any subsequent pages on which the Universal Property appears, the short form
Legal Notice provided on the applicable Schedule(s) of the Agreement must be
used.

      2.    Universal requires that Licensee utilize on its own website as a
mandatory jump screen text (to be positioned in a manner mutually agreed upon
between Universal and Licensee) substantially similar to the following:

      BY ACCESSING, USING AND BROWSING THIS PORTION OF THE WEBSITE (THE "SITE"),
      YOU ACCEPT WITHOUT LIMITATION OR QUALIFICATION, THE TERMS AND CONDITIONS
      BELOW (THE "AGREEMENT"). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE
      ACCESSING OR USING THE SITE.

      NO MATERIAL FROM THE SITE OWNED, OPERATED, LICENSED OR CONTROLLED BY
      UNIVERSAL OR ANY OF ITS RELATED, AFFILIATED OR SUBSIDIARY COMPANIES,
      (COLLECTIVELY "UNIVERSAL") MAY BE COPIED, REPRODUCED, REPUBLISHED,
      UPLOADED, POSTED, TRANSMITTED, OR DISTRIBUTED IN ANY WAY, WITHOUT THE
      PRIOR WRITTEN PERMISSION OF UNIVERSAL, EXCEPT THAT YOU MAY DOWNLOAD ONE
      COPY OF THE UNIVERSAL MATERIAL DISPLAYED ON THE SITE ON ANY SINGLE
      COMPUTER FOR YOUR PERSONAL, NON-COMMERCIAL HOME USE ONLY, PROVIDED YOU
      KEEP INTACT ALL COPYRIGHT, TRADEMARK AND OTHER PROPRIETARY NOTICES.
      MODIFICATION OF THE MATERIALS OR USE OF THE MATERIALS FOR ANY OTHER
      PURPOSE IS A VIOLATION OF UNIVERSAL'S COPYRIGHT, TRADEMARK AND OTHER
      PROPRIETARY RIGHTS.

      IMAGES OF THE UNIVERSAL PROPERTY DISPLAYED ON THIS SITE ARE EITHER THE
      PROPERTY OF UNIVERSAL OR USED WITH PERMISSION. EXCEPT AS SPECIFICALLY
      PERMITTED HEREIN, THE USE OF THESE IMAGES BY YOU, OR ANYONE ELSE
      AUTHORIZED BY YOU, IS PROHIBITED. ANY UNAUTHORIZED USE OF THE UNIVERSAL
      PROPERTY MAY VIOLATE COPYRIGHT LAWS, TRADEMARK LAWS, THE LAWS OF PIRACY
      AND PUBLICITY, AND COMMUNICATIONS REGULATIONS AND STATUTES.

      THE TRADEMARKS, LOGOS, AND SERVICE MARKS OWNED BY UNIVERSAL (COLLECTIVELY
      THE "TRADEMARKS") DISPLAYED ON THIS SITE ARE REGISTERED TRADEMARKS OF
      UNIVERSAL. NOTHING CONTAINED ON THIS SITE SHOULD BE CONSTRUED AS GRANTING,
      BY IMPLICATION, ESTOPPEL, OR OTHERWISE, ANY LICENSE OR RIGHT TO USE ANY
      TRADEMARKS DISPLAYED ON THIS SITE WITHOUT THE


                                      -1-
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            CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION


      WRITTEN PERMISSION OF UNIVERSAL. YOUR MISUSE OF THE TRADEMARKS DISPLAYED
      ON THIS SITE, OR ANY OTHER CONTENT ON THIS SITE, EXCEPT AS PROVIDED
      HEREIN, IS STRICTLY PROHIBITED. YOU ARE ALSO ADVISED THAT UNIVERSAL WILL
      AGGRESSIVELY ENFORCE ITS INTELLECTUAL PROPERTY RIGHTS TO THE FULLEST
      EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

      THE INFORMATION CONTAINED IN THIS SITE IS PROVIDED "AS IS" AND WITHOUT
      WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
      LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
      PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FURTHER, THIS INFORMATION MAY
      INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. ROCKFORD AND/OR
      UNIVERSAL MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCTS AND/OR THE
      INFORMATION DESCRIBED IN THE SITE AT ANY TIME WITHOUT NOTICE. AS SUCH,
      CHANGES MAY, WITHOUT NOTICE, BE PERIODICALLY ADDED TO THE SITE.

      ANY QUESTIONS, CORRECTIONS OR COMMENTS CONCERNING THIS SITE MAY BE
      REPORTED TO ROCKFORD AND/OR UNIVERSAL. PLEASE NOTE, HOWEVER, THAT ANY
      FEEDBACK INFORMATION, SUCH AS QUESTIONS, CORRECTIONS, COMMENTS,
      SUGGESTIONS, IDEAS AND THE LIKE REGARDING THE CONTENT OF THIS SITE, OR ANY
      UNIVERSAL WORK, SHALL BE DEEMED TO BE NON-CONFIDENTIAL AND NEITHER
      UNIVERSAL NOR ROCKFORD SHALL HAVE ANY OBLIGATION OF ANY KIND WITH RESPECT
      TO SUCH INFORMATION. FURTHER, BOTH ROCKFORD AND/OR UNIVERSAL, AS
      APPROPRIATE, SHALL BE FREE TO USE, DISCLOSE, REPRODUCE AND DISTRIBUTE SUCH
      FEEDBACK INFORMATION TO OTHERS WITHOUT LIMITATION, AND ROCKFORD AND/OR
      UNIVERSAL, AS APPROPRIATE, SHALL BE FREE TO USE SUCH IDEAS, CONCEPTS,
      KNOW-HOW OR TECHNIQUES CONTAINED IN SUCH FEEDBACK INFORMATION FOR ANY
      PURPOSE WHATSOEVER INCLUDING, WITHOUT LIMITATION, DEVELOPING,
      MANUFACTURING AND MARKETING PRODUCTS INCORPORATING SUCH INFORMATION.

      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES
      OF CONFLICTS OF LAW. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL,
      VOID, OR FOR ANY REASON, UNENFORCEABLE, THEN THAT PROVISION SHALL BE
      DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND
      ENFORCEABILITY OF ANY REMAINING PROVISIONS.

      THIS IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT
      MATTER HEREIN AND SHALL NOT BE MODIFIED EXCEPT IN WRITING, SIGNED BY BOTH
      PARTIES.

      3.    If you intend to sell any Licensed Article(s) utilizing the
Universal Property on your website, and the License Territory for such
merchandise is not worldwide, you must include the following provision on the
portion of the website where order are taken and/or placed:

      NO ORDERS WILL BE ACCEPTED OR FULFILLED FOR UNIVERSAL STUDIOS LICENSED
      PRODUCTS OUTSIDE OF [LICENSE TERRITORY FROM APPLICABLE SCHEDULE].


                                      -2-