AMENDMENT, dated as of July 17, 2007 to the Manufacturing and Distribution Agreement

EXECUTION COPY

     AMENDMENT, dated as of July 17, 2007 (this “ Amendment ”), to the Manufacturing and Distribution Agreement, dated as of April 7, 2005 (the “ Agreement ”), between SIRIUS SATELLITE RADIO INC., a Delaware corporation (“ Sirius ”), and DIRECTED ELECTRONICS, INC., a Florida corporation (“ Directed ”), as amended.

WITNESSETH :

     WHEREAS, Sirius and Directed desire to amend certain provisions of the Agreement in the manner provided for in this Amendment.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1.  Definitions . (a) Terms used in this Amendment and not defined herein shall have the meanings assigned to such terms in the Agreement.

     (b) Section 1.01 of the Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

     “ Core Accessory Products ” means all Accessory Products that (a) have been designed or developed by or for Sirius at its expense and (b) include a Sirius brand and no third party hardware brand.

     “ Core Products ” means Core Sirius Receivers and Core Accessory Products.

     “ Core Sirius Receivers ” means Sirius Receivers that (a) have been designed or developed by or for Sirius at its expense and (b) include a Sirius brand and no third party hardware brand.

     “ Landed Cost ” means, with respect to any product, [* * *] plus [* * *] , in each case, required to deliver such product [* * *] .

     2.  Amendment to Section 3.07 of the Agreement . Section 3.07 of the Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following Section:

     “SECTION 3.07. Forecasting and Order Placement for Core Products . (a) Sirius and Directed shall work together in good faith to create mutually agreeable six-month rolling forecasts of Core Product sales and four-month purchase plans for Core Products, broken out by distribution channel and including such information as Sirius may reasonably request.

     (b) Sirius may, from time to time, provide written instructions (in a form to be mutually agreed) to Directed to place orders with Authorized Manufacturers for specified quantities of Core Products (each such order placed by Directed pursuant to such written instructions, a “Backstop Purchase Order”). In no event shall any order for Products other than Core Products be considered a Backstop Purchase Order. In the event that any Core Products purchased by Directed under a Backstop Purchase Order are not shipped to a customer within ninety days of receipt by Directed, Sirius shall purchase such Core Products from Directed at the then current [* * *] offered by the applicable Authorized Manufacturer. Directed shall invoice Sirius on a monthly basis for the applicable amount (which invoice shall include reasonable supporting documentation) and Sirius shall pay such invoices within [* * *] of receipt. Title to any Core Products purchased by Sirius pursuant to this Section 3.07(b) shall pass to Sirius upon payment (such Core Products purchased by Sirius, “Sirius Backstop Inventory”). Directed shall identify the Sirius Backstop Inventory in its warehouse in a manner that clearly indicates that Sirius owns such inventory. Directed shall [* * *] , pending orders from customers or other instructions from Sirius. Directed shall repurchase the Sirius Backstop Inventory from Sirius, [* * *] Authorized Manufacturer, immediately upon [* * *]. Directed shall fulfill all customer orders on a first in – first out basis.

     (c) Absent written instructions from Sirius to place a Backstop Purchase Order, Directed shall be solely responsible for determining the quantities of Core Product(s) to be ordered, and shall incur all associated inventory risk.”

     3.  Addition of Section 3.11 of the Agreement . The following Section 3.11 is hereby added to the Agreement:

     “SECTION 3.11. Expedited Shipping Costs . Sirius shall be responsible for the incremental costs associated with the expedited shipment of Products by Directed to App