Asset Purchase Agreement

(a)

Rockford Corporation (“Rockford”) and its wholly owned subsidiary Audio Innovations, Inc. (“AI” and, with Rockford, “Seller”); and

(b)

Advanced Integration, LLC (“Purchaser”).

1.

Background and Definitions .

1.3

Definitions . In this Agreement:

control with, another individual or Business Entity;

(b)

Agreement means this Agreement and each of the Schedules and certificates delivered with this Agreement. The Schedules and certificates are a part of this Agreement;

(c)

Assets has the meaning given in Section 1.2 ;

(d)

Assumed Liabilities means those debts, obligations and other liabilities assumed by Purchaser, as specifically listed in Schedule 2.4 .

(e)

Business has the meaning given in Section 1.1 ;

(f)

Business Entity means any person, corporation, partnership, joint venture, limited liability company, or other entity;

(g)

Closing means the consummation of the transactions contemplated by this Agreement;

(h)

Closing Date means the day on which the Closing takes place;

(i)

Contract means any contract, indenture, mortgage or deed of trust, lease, purchase order, guaranty, insurance policy, bond, license, instrument, understanding, obligation, or other agreement, written or oral;

(j)

Employment Contracts means all employment agreements, consulting agreements, and collective bargaining agreements;

(k)

Employment Plans means all executive compensation plans, bonus plans, holiday and other bonus practices, deferred compensation agreements, pension or retirement plans, employee stock option or stock purchase plans, employee life, health, and accident insurance, and other employee benefit plans, agreements, arrangements or commitments;

(l)

Encumbrance means any mortgage, pledge, lien, claim, charge, security interest, restriction, easement, right of way, or other encumbrance;

(m)

Environmental Laws means all Laws relating to the environmental or Hazardous Materials, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (“CERCLA”), 42 U.S.C. §9601 et seq .; the Toxic Substance Control Act (“TSCA”), 15 U.S.C. §2601 et seq; the Hazardous Materials Transaction Act, 49 U.S.C. §1802 et seq; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. §9601 et seq; the Clean Water Act (“CWA”), 33 U.S.C. §1251 et seq; the Safe Drinking Water Act, 42 U.S. C. §300(f) et seq; the Clean Air Act (“CAA”), 42 U.S.C. §7401 et seq;

Federal Insecticide, Fungicide and Rodentcide Act (“FIFRA), 7 U.S.C. §136 et seq; and Solid Waste Disposal Act (“SVVDA”) §6901 et seq;

(n)

Excluded Assets means the assets used in the Business that are not being sold to or acquired by Purchaser, including any assets used in the Business that are not listed as Assets on Schedule 1.2 or that are listed as Excluded Assets on Schedule 1.2 ;

(o)

Financial Statements and Financial Statement Date have the meaning given in Section 5.5;

(p)

Government means any legislature, executive, department, administrative agency, municipality, subdivision, instrumentality, or other authority of the United States, any state, any locality, or any foreign country or political subdivision of a foreign country;

(q)

Hazardous Materials means hazardous wastes, hazardous substances, hazardous constituents, toxic substances, pollutants, contaminants, radioactive materials, related materials, and any other substances, constituents or wastes, whether solids, liquids or gases, subject to regulation under any Environmental Laws;

(r)

Information means information Seller has supplied to Purchaser under Section 7.7 of this Agreement;

(s)

Intellectual Property means patents, trademarks, trade names, service marks, other trade rights, copyrights, licenses, and similar intangibles;

(t)

Knowledge means and an individual will be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact or other matter after due inquiry that is reasonable under the circumstances.

(u)

Laws means any law, statute, ordinance, rule, regulation, or Order;

(v)

Liabilities shall mean, without limitation, any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured.

(w)

Loss means all expenses (including reasonable attorneys’ and accountants’ fees), losses, taxes, claims, damages, awards, fines, interest, penalties, and liabilities;

(x)

Material Adverse Change or Material Adverse Effect means any change or effect that is or would be materially adverse to a party and its Affiliates,

•

taking into account the business, properties, assets, employees, financial condition and results of operations of the party and its Affiliates; but

•

excluding those changes, effects, and developments that directly result from (1) the announcement of this Agreement, or (2) any act or omission of Purchaser (if the event has an effect on Seller) or Seller (if the event has an effect on Purchaser)

(y)

Order means any order, decree, decision, injunction, finding, or judgment;

(z)

Permits means all approvals, permits, licenses, filings, registrations, certificates, orders, authorizations, qualifications, or other consents from any Government, self-regulatory authority, or any other third party;

(aa)

Proceeding means any claim, action, suit, mediation, arbitration, labor grievance, Government investigation, or other legal or administrative proceeding;

(bb)

Purchase Price means the purchase price for the Assets, in a total amount of $1,750,000, including $750,000 payable in cash at the Closing (the “Cash Purchase Price”) and $1,000,000 payable in 30 monthly installments after the closing (the “Deferred Purchase Price”);

(cc)

Purchaser means Advanced Integration, LLC, an Oklahoma corporation;

(dd)

Seller means Rockford Corporation, an Arizona corporation, and Rockford’s wholly owned subsidiary Audio Innovations, Inc., an Oklahoma corporation; and

(ee)

Tax means any tax, assessment, duty, or governmental charge or deposit (including income, property, ad valorem, gross receipts, sales, use, value added, occupation, franchise, transfer, excise, goods and services, payroll, employment, profits, capital, severance, production, premium, payroll, stamp, unemployment insurance, disability, workers’ compensation, withholding, and social security tax), and all interest and penalties, whether disputed or not, imposed by any Government.

2.

Purchase and Sale of Assets . At the Closing, and subject to the terms and conditions of this Agreement:

3.

Closing . The Closing will take place at 10:00 A.M., local time, on or before March 31, 2006, at the offices of Steptoe & Johnson, 201 E. Washington St., Suite 1600, Phoenix, Arizona 85004, or at another agreed upon time and place.

4.

Purchase Price .

5.

Representations and Warranties by Seller . To the extent information on which the following representations are made depend upon information supplied by AI management located at AI’s facility in Oklahoma, Buyer’s representations and warranties are made in reliance upon such management and are made to Seller’s Knowledge. Because such members of management are also principals of Buyer, Buyer acknowledges that this reliance is reasonable and that Seller is not responsible for errors, inaccuracies or misrepresentations

resulting from Seller’s reliance upon information from such management, unless Seller has Knowledge of such errors, inaccuracies or misrepresentations prior to Closing. Except as stated otherwise in a Schedule to this Agreement, and subject to the disclaimer made above, Seller represents and warrants to Purchaser that:

5.3

Binding Effect . This Agreement, and each document executed by Seller in connection with this Agreement:

(a)

constitutes the legal, valid, binding, and enforceable obligation of Seller;

(b)

has been duly executed and delivered by Seller; and

(c)

has been duly authorized by all necessary corporate action.

5.4

Execution, Delivery and Performance of Agreement . The execution, delivery, and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby will not (with or without the giving of notice or the passage of time or both) conflict with, result in a default under, result in the creation of any Encumbrance on the Assets pursuant to, or result in the acceleration of any obligation under or permit the termination of:

(a)

Seller’s certificate of incorporation or bylaws; or

(b)

any material Contract or Law to which Seller is a party or by which it, the Business or the Assets may be bound.

5.5

Required Filings and Consents . No waiver, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other person is required by or with respect to Seller in connection with the execution and delivery of this Agreement or the consummation by Seller of any of the transactions contemplated by this Agreement, except for:

(a)

the consents identified as required on Schedule 5.5 , which are:

(b)

such other waivers, consents, approvals, orders, authorizations, registrations, declarations and filings as would not individually or in the aggregate:

5.6

Financial Statements .

(a)

Sellers have delivered to Purchaser financial information relating to the Business for the periods ending December 31, 2005, and February 28, 2006. The last such date is the Financial Statements Date. The financial information includes asset and liability information and income and expense information derived from Rockford’s consolidated financial statements, but are not audited. Because Rockford prepares its financial statements on a consolidated basis, and because the Business is only a small part of Rockford’s total operations, the financial information was not prepared in accordance with GAAP. The financial information was derived from Rockford’s financial statements (which were prepared in accordance with GAAP) and other financial records.

(b)

Except as contemplated by this Agreement, there are no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) related to the Business, except liabilities:

(1)

provided for in the Business’ financial information delivered to Buyer as of the Financial Statements Date; or

(2)

incurred since the Financial Statement Date in the ordinary course of business consistent with past practices.

5.7

Absence of Undisclosed Liabilities . As of the Financial Statements Date, Seller does not have any debts or liabilities related to the Business except as disclosed in the financial information delivered under Section 5.6 or in Schedule 5.7 or elsewhere in this Agreement. Since the Financial Statements Date Seller has not incurred additional debts or liabilities related to the Business except as disclosed in Schedule 5.7 or elsewhere in this Agreement;

5.8

Litigation .

(a)

There is no Proceeding pending or, to Seller’s Knowledge, threatened against; and

(b)

There is no Order in effect or, to its Knowledge, threatened against or relating to

5.9

Bankruptcy Proceedings . Seller is not involved in any Proceeding by or against it (a) under the Bankruptcy Code, 11 U.S.C. § 101 et seq., (b) under any other insolvency or debtors’ relief act, or (c) for the appointment of a trustee, receiver, liquidator, assignee, sequestrator or other similar official.

5.10

Taxes .

(a)

Seller has paid, or will pay before their due date, all Taxes related to the Business due on or before the Closing and has reserved, or will reserve before the Closing, amounts necessary to pay Taxes due after the Closing in respect of periods ending on or before the Closing;

(b)

Seller has timely filed, or will timely file, all tax returns required in connection with any Taxes related to the Business, and has not made any requests for extensions. All such returns are accurate and comply with applicable Law;

(c)

Seller has made all deposits required by Law and (1) has not been delinquent in the payment of any Tax or (2) has paid any penalty associated with a delinquency;

(d)

Seller has no reassessment of any Tax proposed and knows of no basis for any such reassessment; and

(e)

To the Knowledge of Seller, there is no pending property, sales, use or other tax dispute relating to or arising out of the Business or affecting the Assets.

5.11

Compliance with Laws, Permits, and Contracts .

(a)

Seller has complied in all material respects with all Laws applicable to the Business, Assets, or operations of the Business as presently conducted;

(b)

Seller has secured and is in compliance with all material Permits required for the Assets and the Business as presently conducted;

(c)

Seller is not in default concerning any Order, writ, injunction or decree of any federal, state or municipal court, or other governmental department or agency affecting the Assets or the Business;

(d)

Seller has not offered, paid, or agreed to pay money or anything of value for the purpose of or with the intent of obtaining or maintaining business for Seller or otherwise benefiting Seller in violation of any Law (including Section 30A(a) of the Securities Exchange Act of 1934, as amended); and

(e)

The ownership and present use of Seller’s properties related to the Business and the conduct of the Business,

(1)

does not materially conflict with the rights of any other person; and

(2)

will not (with or without the giving of notice or the passage of time or both) conflict with or result in a default under:

5.12

Enforceability of Contracts, No Defaults .

(a)

All Contracts identified in any schedule to this Agreement, or required to be so identified, to which Seller is a party are effective, valid, binding, and enforceable in accordance with their terms;

(b)

Seller is not in material default under any such Contracts; and

(c)

Seller does not know, or have reason to know, of any material default (or event which, after notice or lapse of time, would constitute a material default) of such Contracts.

5.13

Product Recalls . Seller has not within the past 5 years:

(a)

been party to any Proceeding brought by a Government; or

(b)

been subject to any Order;

5.14

Environmental Matters .

(a)

The Business is in material compliance with Environmental Laws;

(b)

Seller has secured all material Permits required under Environmental Laws for the operation of the Business (and such Permits are listed on Schedule 5.14 );

(c)

Seller does not know, or have reason to know, of any pending or threatened Proceedings against Seller related to the Business with respect to Environmental Laws;

(d)

Seller does not know, or have reason to know, of any act related to the Business and attributable to Seller that could give rise to material liability under CERCLA or any other Environmental Law. Seller has not submitted notice pursuant to Section 103 of CERCLA with respect to any of the Assets;

(e)

To Seller’s Knowledge, Seller does not own or operate in connection with the Business an underground storage tank exc