Ex. 10.69**ASSIGNMENT**  This Assignment is made   by Rockford Corporation of Tempe, Arizona and Rockford Europe Vertriebs GmbH(together referred to as **“Rockford”**) as assignors   and   Fünfundsiebzigste TVG Vermögensverwaltungsgesellschaft mbH (in future: MaxxsonicsEurope GmbH, referred to as **“Maxxsonics Europe GmbH”**) as assignee   pursuant to the Agreement between Tobias Wahl in his capacity as insolvency trusteefor MB Quart GmbH and Rockford of 11 March 2005 (the**“March 11 Agreement”**) aschanged and amended on 22 September, 2005   for good and valuable consideration receipt of which is hereby confirmed 1. Assignment. Rockford hereby assigns to Maxxsoncis Europe GmbH: a. All right, title and interest Rockford may have in the “MBQuart” name and mark and the MB Quart Ancillary Marks worldwide, anyregistrations or applications for registration thereof, including withoutlimitation the MB Quart Registrations, and the goodwill of the business inconnection with the “MB Quart” name and mark and the MB Quart Ancillary Marksas contained in but not limited to the Marks contained in **Schedule 1**(collectively the **“MB Quart Marks”**);  b. All right, title and interest of whatever nature in everycountry in the world in copyrights in instructions, manuals, packages,advertisement, marketing materials, websites, and any other original work thatrelates or refers to any product marketed under the MB Quart Marks (together:the **“Marketing Material”**), except for the Marketing Material held in stock byRockford relating to the Rockford Inventory. (The copyright rights referred toin this Section will be referred to as the **“Copyrights”**);  c. All right, title and interest of whatever nature, includingwithout limitation, patents, patent rights, trade secrets, inventions,industrial designs, and maskworks and the right to apply for patents,industrial designs and maskworks protection, on all acoustic products andcomponents of acoustic products designed, developed, engineered or invented byMB Quart or for MB Quart (together, the **“Patent Rights”** and, when excluding theExcluded Patent Rights, the **“MB Quart Patent Rights”**), except this transferdoes not include, and Rockford retains all rights with respect to (a)
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   Patent Rights developed by Rockford or its agents exclusively for Rockford and(b) patent rights relating to amplifiers and subwoofers in the car audio field(the **“Excluded Patent Rights”**). For the avoidance of doubt the parties agreethat all the technology used for the production of speakers sold under the labelMB Quart at MB Quart’s facility in Obrigheim, Germany, or at any other locationexcept Rockford facilities in the US has belonged and will belong to MB Quartand that all the technology for subwoofers and amplifiers for the car audiofield has belonged and will belong to Rockford; d. Rockford’s entire right, title and interest in and to any andall claims and demands it may have, at law or in equity, for past infringementof the MB Quart Marks, the Copyrights, and the MB Quart Patent Rights.  e. In the case of each assignment set forth above, Rockford willretain the right to use the MB Quart Marks, the Copyrights, and the MB QuartPatent Rights in North America solely in connection with (a) sales of theRockford Inventory (as defined in the March 11 Agreement), which Rockford willhave the right to complete in the time and manner it determines is necessary,and (b) warranty and repair service for MB Quart products soldby Rockford. 2. Rockford Warranties. Rockford warrants to Maxxsonics Europe GmbH asfollows:          a. Rockford has the right, power and authority to enter into this Agreement and to perform allterms of this Agreement, including without limitation, the assignment of its rights, title andinterest in the MB Quart Marks, the Copyrights, and the MB Quart Patent Rights and the Rockford MBQuart Claims.          b. Rockford has not registered, or filed an application to register, and does not claim aninterest, direct or indirect, in any trademark registration or application to register a trademarkanywhere in the world for the MB Quart Marks, or any mark confusingly similar thereto, except forthe MB Quart Registrations.          4. Maxxsonics Europe GmbH’s Obligation. Unless Rockford and Maxxsonics Europe GmbHreach other agreements for the handling of MB Quart warranty claims, Maxxsonics Europe GmbH shalldeliver MB Quart products to Rockford at reasonable prices (no more than cost plus 20%) to putRockford in a position to fulfill its warranty obligations from the sale of MB Quart products builtin Obrigheim.          5. Termination period for the use of the Oracle system. According Section 3 d of theMarch 11 Agreement Maxxsonics Europe GmbH has the right to use the Oracle Computer System untilDecember 31, 2005 at the costs specified in Section 3 d of the March 11 Agreement. Rockford andMaxxsonics Europe GmbH agree that Maxxsonics Europe GmbH has the right to terminate this useearlier than December 31, 2005, by giving seven days notice. Maxxsonics Europe GmbH acknowledgesthat such services will terminate no later than December 31, 2005, and will not be available afterthat date.          6. Miscellaneous. This Assignment shall be signed in two counterparts and oneoriginal shall be delivered to Rockford and Maxxsonics Europe GmbH respectively.
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     IN WITNESS WHEREOF, the parties, intending to be bound, have by their duly authorizedrepresentatives executed this Agreement as of the dates written below.       Rockford Corporation