SECOND AMENDMENT

          SECOND AMENDMENT (this “Second Amendment”), dated as of November 8, 2007, to the Manufacturing and Distribution Agreement, dated as of April 7, 2005, as amended July 17, 2007 (the “Agreement”), between SIRIUS SATELLITE RADIO INC., a Delaware corporation (“Sirius”), and DIRECTED ELECTRONICS, INC., a Florida corporation (“Directed”).

WITNESSETH:

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

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

     1.  Effective Date . This Second Amendment shall become effective as of January 1, 2008.

     2.  Definitions. (a) Capitalized terms used in this Second 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:

     “ Material Part ” has the meaning set forth in Section 3.09(d).

     “ NFF Product Returns ” means Core Products [* * *] which Sirius or a third-party service provider has determined that no fault was found after visual inspection and functional testing of such products.

     “ NFF Product Return Rate ” means the total number of NFF Product Returns during a calendar quarter taken as a percentage of the total Core Products sold by Directed during the immediately preceding calendar quarter.

     “ Products Ineligible for Return ” shall have the meaning set forth in Section 3.09(b)(ii).

     [* * *] .

     “ Warranty ” has the meaning set forth in Section 3.09(b).

     3.  Amendment to Section 3.03 of the Agreement . Section 3.03 of the Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following Section:

     “SECTION 3.03. Product Sourcing and Pricing . (a) Directed shall purchase Products (other than Directed/Sirius Accessory Products) from third party manufacturers authorized by Sirius (“Authorized Manufacturers”). Directed and Sirius shall work together to establish mutually acceptable dealer costs and suggested retail prices for such Products that are competitive with the costs and retail prices of similar products marketed and sold by third parties, which costs and prices may change from time to time due to market conditions.  Directed shall publish documents for its dealers that contain such dealer costs and suggested retail prices in accordance with the costs and prices set forth in Exhibit B. 

     (b) Subject to Section 3.03(c), [* * *] Authorized Manufacturers to sell Core Products to Directed at costs that will [* * *].

     (c) In the event that the NFF Product Return Rate reaches [* * *] Core Products to Directed for the following [* * *] that will allow Directed to realize [* * *] as follows:

     (i) [* * *] NFF Product Return Rate = [* * *] ;

     (ii) [* * *] NFF Product Return Rate = [* * *];

     (iii) [* * *] NFF Product Return Rate = [* * *]; and

     (iv) [* * *] NFF Product Return Rate or below = [* * *].

Directed’s [* * *] every [* * *] based on the NFF Product Return Rate for the preceding [* * *] , but in no event less than the [* * *] specified in Section 3.03(b). Directed’s [* * *] will be adjusted as soon as practicable following (1) [* * *] for the preceding [* * *] pursuant to Section 3.12 and (2) the [* * *] to determine whether they are NFF Product Returns. Such [* * *] shall be applied retroactively for the time period from the beginning of the [* * *] until such time the [* * *].”

     4.  Amendment to Section 3.07(b) of the Agreement . Section 3.07(b) is hereby amended by inserting the following sentence after the first sentence in Section 3.07(b):

     “[* * *] to place Backstop Purchase Orders upon receipt of, and [* * *].”

     5.  Amendment to Section 3.09 of the Agreement . Section 3.09 is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following Section:

     “SECTION 3.09. Returns . (a) Directed and Sirius shall process all Core Products returned to Directed by Approved Dealers in the manner set forth in this Section 3.09.

     (b) Directed shall use all commercially reasonable efforts to ensure that the Core Products returned to Directed by an Approved Dealer adhere [* * *] (the “Warr