**EXHIBIT 10.73****SUBORDINATION AND INTERCREDITOR AGREEMENT**     THISSUBORDINATION AND INTECREDITOR AGREEMENT is executed this 31st day of March, 2006, by ROCKFORD CORPORATION, an Arizona corporation (“Rockford”), ADVANCED INTEGRATION, LLC, anOklahoma limited liability company (the “Borrower”) and STILLWATER NATIONAL BANK AND TRUST COMPANY(“SNB”).W I T N E S S E T H     WHEREAS, the Borrower, Rockford and Audio Innovations, Inc. (“Audio”) have entered into thatcertain Asset Purchase Agreement (the “Asset Purchase Agreement”) pursuant to which the Borrower isacquiring all of the business assets of Audio, except as specifically set forth therein (the “AudioAssets”); and     WHEREAS, SNB and the Borrower have entered into a Loan Agreement of even date herewith (the“SNB Loan Agreement”) pursuant to which SNB has loaned to the Borrower the sum of $750,000.00 (the“SNB Loan”) as evidenced by a Promissory Note in the principal face amount of $750,000.00 datedeffective March 31, 2006, signed by the Borrower in favor of SNB (the “SNB Note”), which issecured by a certain Security Agreement (the “SNB Security Agreement”) covering all of thebusiness assets of the Borrower, including but not limited to, the Audio Assets and any and allother accounts, inventory, equipment and general intangibles now owned or hereafter acquired by theBorrower (the “Collateral”); and     WHEREAS, Rockford has extended credit to the Borrower in the amount of $1,000,000.00 (the“Rockford Loan”) as evidenced by a certain Loan and Security Agreement between the Borrower andRockford (the “Rockford Agreement”), which sum is secured by the Collateral; and     WHEREAS, this Agreement is executed and delivered to SNB by Rockford and the Borrower toinduce SNB to make the SNB Loan to the Borrower, and in satisfaction of a material conditionprecedent thereto;     WHEREAS, Rockford has heretofore collected the payments of the accounts and accountreceivables of Audio, which accounts and account receivables (the “Accounts”) constitute a portionof the Collateral; and     WHEREAS, this Agreement is executed by SNB and Rockford in order to establish the relativepriorities of the security interests of SNB and Rockford with respect to the Collateral; and     WHEREAS, this Agreement is also executed by SNB, Rockford and the Borrower to establish theterms and conditions surrounding the receipt, transmittal and disposition of the proceeds of theAccounts.
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     NOW THEREFORE, in consideration of the recitals, the making of the SNB Loan to the Borrower bySNB, and the benefits to be derived by Rockford and the Borrower therefrom and other good andvaluable consideration, it is agreed as follows: 1. Subordination. Except as specifically set forth herein Rockford herebysubordinates any and all liens and security interests held by Rockford in theCollateral to the terms of the SNB Security Agreement, and all liens and securityinterests granted thereunder by the Borrower in favor of SNB covering the Collateral.Rockford agrees that except as specifically set forth herein, any and all liens andsecurity interests of Rockford in the Collateral will be junior and inferior inpriority to the liens and security interests created of SNB in the Collateralregardless of the order of filing of financing statements by SNB and Rockford withrespect to the Collateral.  2. Receipt and Transmittal of Account Proceeds. The Borrower shall notifyeach existing account debtor and instruct each account debtor to send all payments onthe Accounts to SNB. Rockford agrees that upon any receipt by Rockford of any paymentson the Accounts, Rockford will: a. if the payment is by instrument, mail such instrument and anyaccompanying remittance materials to SNB at P.O. Box 819, Stillwater, Oklahoma74076, within a reasonable time after receipt by Rockford, but no later thanfive (5) business days after such receipt; or  b. if the payment is by wire transfer, promptly transmit suchfunds to SNB by wire transfer in accordance with wiring instructions to beprovided by SNB, and mail any associated remittance materials to SNB at P.O.Box 819, Stillwater, Oklahoma 74076, within a reasonable time thereafter, butno later than five (5) business days. 3. Best Buy Accounts. Notwithstanding paragraph 1 above, SNB herebysubordinates any and all liens and security interests held by SNB in the accounts ofthe Borrower arising out of transactions with Best Buy Co., Inc. (“Best Buy”) or anysuccessor or affiliate of Best Buy (including but not limited to accounts acquired aspart of the Audio Assets), whether now existing or arising as the result oftransactions occurring subsequent to the date of this Agreement (the “Best BuyAccounts”) to the terms of the Rockford Agreement, and all liens and security interestsgranted thereunder by the Borrower in favor of Rockford covering the Best Buy Accounts.SNB agrees that any and all of the liens and security interests of SNB in the Best BuyAccounts will be junior and inferior in priority to the liens and security interests ofRockford in the Best Buy Accounts regardless of the order of filing of financingstatements by SNB and Rockford with respect to the Best Buy Accounts.  4. Best Buy Proceeds. SNB, Rockford and the Borrower agree that subjectto paragraph 5 below and notwithstanding the subordination of the liens and securityinterests of
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   SNB in the Best Buy Accounts as set forth in paragraph 3 above, SNB may receivepayments associated with the Best Buy Accounts (the “Best Buy Proceeds”) in thelockbox maintained by SNB pursuant to that certain Digital Lockbox Agreement by andamong SNB and the Borrower, and thereafter apply the Best Buy Proceeds in payment ofthe SNB Note, or any other amount owing by the Borrower to SNB under the LoanDocuments (as that term is defined in the SNB Loan Agreement).  5. Default Under Rockford Agreement; Delivery of Best Buy Proceeds. SNB,Rockford and the Borrower agree that, upon receipt by SNB of written notice fromRockford of the occurrence of an event of default under the Rockford Agreement, SNBshall forward to Rockford any Best Buy Proceeds then in the possession of SNB and whichhave not been previously applied in payment of the SNB Note, and thereafter forward toRockford any Best Buy Proceeds received by SNB. The manner of delivery of any suchBest Buy Proceeds shall be: a. if the payment of the Best Buy Proceeds is by instrument, mailsuch instrument and any accompanying remittance materials to Rockford at theaddress set forth in paragraph 9 below, within a reasonable time after receiptby SNB, but no later than five (5) business days after such receipt; or  b. if the payment of the Best Buy Proceeds is by wire transfer,promptly transmit such funds to Rockford by wire transfer in accordance withwiring instructions to be provided by Rockford, and mail any associatedremittance materials to Rockford at the address set forth in paragraph 9 below,within a reasonable time thereafter, but no later than five (5) business days. 6. Standard of Care; Interpleader. In the event of any dispute regardingthe Best Buy Proceeds, SNB shall be and is hereby authorized, but not obligated, todeposit the Best Buy Proceeds into court and, upon such deposit, shall be dischargedand relieved of any further obligation under paragraph 5 above. SNB shall have noobligation to take any action to enforce the Best Buy Accounts. The onlyresponsibility of SNB hereunder shall be the receipt and delivery of the Best BuyProceeds to Rockford in accordance with paragraph 5 above. Following an event ofdefault under the Rockford Agreement and written notice thereof to SNB as set forth inparagraph 5 above. SNB’s only responsibility hereunder shall be the performance by SNBof the duties imposed by paragraph 5. SNB shall have no responsibility or obligationto determine any questions of fact or law  7. Borrower’s Consent. The Borrower hereby consents to all of the termsand conditions of this Agreement. The Borrower agrees that Borrower will do nothingto revoke, alter or obstruct the performance of the terms and conditions of thisAgreement.  8. Venue. SNB, Rockford and the Borrower each agree that the exclusivevenue for any action or proceeding of any kind by or against SNB, Rockford or Borrowerarising
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   out of or related to this Agreement, including but not limited to any interpleaderfiled by SNB pursuant hereto, shall be any state or federal court sitting inOklahoma County, Oklahoma, as elected by SNB, and SNB, Rockford and Borrower eachhereby submit to the jurisdiction of such courts.  9. Notices. Any notice, demand or communication required or permitted tobe given by any provision of this Agreement will be in writing and will be deemed tohave been given when delivered personally or by telefacsimile, receipt confirmed, tothe party designated to receive such notice or on the date following the day sent byovernight courier or on the third (3rd) business day after the same is sentby certified mail, postage and charges prepaid, directed to the following addresses orto such other or additional addresses as any party might designate by written notice tothe other party:       Borrower: Advanced Integration, LLC    2805 East 6th Avenue    Stillwater, Oklahoma 74074       SNB: Stillwater National Bank and Trust Company    608 South Main    Stillwater, Oklahoma 74074    Attn.: David Pitts, Senior Vice President       Rockford: Rockford Corporation    600 S. Rockford Drive    Tempe, Arizona 85281    Attn.: W. Gary Suttle, President              Rich Vasek, CFO 10. Amendments. It is understood and agreed that the subordinationagreements provided for in paragraphs 1 and 3 hereof will apply to all documentsevidencing and securing the Rockford Loan and the SNB Indebtedness, together with allextensions, renewals, amendments, modifications, and increases thereof, together withall interest thereon.  11. Governing Law. The laws of the State of Oklahoma will govern theenforceability and interpretation of this Agreement.  12. Entire Agreement. This Agreement constitutes the entire agreementbetween the parties hereto concerning the subject matter hereof, and supersedes andreplaces all prior written and oral negotiations, understandings and agreements betweenthe parties hereto with respect to the subject matter hereof.  13. Binding Effect. This Agreement will be binding on and inure to thebenefit of Rockford, SNB, and the Borrower, and on their respective heirs, personal
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   representatives, successors and assigns. This Agreement has been executed effectivethe day first above written.           ROCKFORD CORPORATION, an Arizona corporation             By:           /s/ W. Gary Suttle               Name:           W. Gary Suttle      Title:           President               (“Rockford”)               STILLWATER NATIONAL BANK AND TRUST COMPANY               By:           /s/ David Pitts               Name:           David Pitts      Title:           Senior Vice President               (“SNB”)               ADVANCED INTEGRATION, LLC, an Oklahoma      limited liability company               By:           /s/ Steven E. Frazier                 STEVEN E. FRAZIER, Member-Manager               By:           /s/ Tommy D. Smith                 TOMMY D. SMITH, Member-Manager               (the “Borrower”)  
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