SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            FORM 8-K

                         CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange 
Act of 1934

Date of Report:  December 5, 1995
                                     
                         CARVER CORPORATION
      (Exact Name of Registrant as specified in its charter)

            WASHINGTON                      91-1043157
  (State of other jurisdiction           (I.R.S. Employer
of incorporation or organization)      Identification Number)

  20121 - 48th Avenue West, Lynnwood, WA        98036
 (Address of principal executive offices)    (Zip Code)

                          (206) 775-1202
      (Registrant's telephone number, including area code)

Item 2.  Acquisition or Disposition of Assets

     On November 20, 1995, Phoenix Gold International, Inc. an 
Oregon corporation (the "Buyer") entered into an Asset 
Purchase Agreement (the "Agreement") with Carver Corporation, 
a Washington corporation (the "Registrant") pursuant to which 
the Buyer agreed to purchase certain of the assets used by the 
Registrant in its professional sound division (the 
"Division").  The Registrant designs, develops, manufactures 
and markets high-fidelity audio components targeted to the 
audio entertainment systems market and professional amplifiers 
principally for the professional audio market.  While sales of 
professional sound products for the professional audio 
comprise approximately 30% of the Registrant's net revenues, 
the Division has no separate legal status or existence.

     On November 20, 1995 (the "Closing Date"), the sale was 
completed.  The Buyer acquired on Closing Date substantially 
all of the assets of the Division excluding accounts 
receivable as outlined in the Asset Purchase Agreement 
attached hereto as Exhibit 2.1 and incorporated herein by 
reference.  The Registrant markets its professional products 
to musical instrument and professional audio retailers, 
touring sound companies, and sound contractors for commercial 
installations.  In addition, Carver Corporation has contracts 
to supply professional products as an Original Equipment 
Manufacturer (OEM).  Phoenix Gold International intends to 
continue such business and contracts.

     The purchase price for the assets (the "Purchase Price") 
was $2,023,000 which was paid to the Registrant in cash on 
closing less the sum of $350,000 (the "Deferred Purchase 
Price"). The Purchase Price included $380,000 for finished 
goods inventory.

     On the Closing Date, the Registrant entered into various 
agreements with the buyer including (a) a manufacturing 
agreement whereby the Registrant will provide certain finished 
products and raw material to the Buyer for a transitional 
period, (b) a noncompetitive agreement prohibiting Registrant 
from competing with the Division for five years, (c) 
agreements whereby Registrant granted to Buyer use of certain 
licensed technology and patents and (d) the use of the name 
"Carver Professional" by Phoenix Gold International for a 
period of five years.

     In the Agreement,the Registrant made various 
representations and warranties as to itself and the Division 
and has agreed to indemnify the Buyer against any damages 
arising from any misrepresentation, breach of warranty or 
nonfulfillment of any covenant or obligation on the part of 
the Registrant.

Item 7.  Financial Statements and Exhibits

   (a)  Financial Statements of Business Acquired

        Not Applicable

   (b)  Pro Forma Financial Information

     Pro forma financial information is not available, 
but will be filed on Form 8 as soon as practicable, but 
not later than 60 days after the due date of this 
report.

   (c)  Exhibits    

   The following exhibits are being filed herewith:

   2.1  Asset Purchase Agreement dated as of November 
        20, 1995. 

   2.2  Amendment No. 1 to Asset Purchase Agreement  
        dated as of November 20, 1995.

   2.3  License Agreement dated as of November 20, 1995.


                         SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 
of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned here unto duly 
authorized.

                                   CARVER CORPORATION

Dated:  December 5, 1995

                                   /s/ Sandra L. Jenkins
                                   Sandra L. Jenkins
                                   Vice President - Finance
                                   (Principal Financial and
                                     Accounting Officer)


                      EXHIBIT 2.1
                ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement, dated as of November 20, 
1995, is made and entered into by and between PHOENIX GOLD 
INTERNATIONAL, INC., an Oregon corporation ("Purchaser"), 
and CARVER CORPORATION, a Washington corporation (the 
"Company").

                          Background

     The Company, through its professional sound division 
(the "Division"), designs, manufactures, markets and sells 
electronic amplifiers and other products for the 
professional market, including OEM customers.  The Company 
desires to sell, and Purchaser desires to purchase, certain 
of the assets used by the Company in the Division on the 
terms and subject to the conditions set forth in this 
Agreement.  

                           Agreement

     In consideration of the mutual covenants and agreements 
set forth in this Agreement, and for other good and valuable 
consideration, the receipt and sufficiency of which are 
hereby acknowledged, the parties agree as follows:

                           ARTICLE 1
        Sale of Assets, Liabilities Assumed and Closing

	1.1  Purchase and Sale of Assets.  Purchaser agrees to 
purchase and pay for, and the Company agrees to sell, 
assign, transfer and convey to Purchaser on the Closing Date 
(defined below), the following assets (collectively, the 
"Assets"):

		1.1.1 Books and Records.  All of the business 
books and records (including, without limitation, 
financial records, warranty experience records, trade 
show booths and other advertising materials and product 
brochures), operating systems, instruction manuals, 
process manuals and other information relating to the 
design, manufacture, marketing and sale of the products 
sold by or through the Division that are identified on 
attached Exhibit A (collectively, the "Products") and 
for all other professional products sold by or through 
the Division since January 1990, including, without 
limitation, lists or other information with respect to 
current or prospective customers, product schematic 
designs and blueprints, dealer and vendor information 
and tooling information (collectively, the "Books and 
Records"); provided, however, that the Books and 
Records acquired by Purchaser shall not include any 
information licensed to the Company under that certain 
License Agreement effective June 1, 1980 between the 
Company and Carver Technology Development, Inc.

		1.1.2 Intellectual Property.  The following 
intellectual property rights (collectively, the 
"Intellectual Property"); provided, however, that the 
Intellectual Property acquired by Purchaser does not 
include any of the Company's rights under that certain 
License Agreement effective June 1, 1980 between the 
Company and Carver Technology Development, Inc.:

     (i)  Patents.  All of the Company's rights 
under or with respect to United States Patent 
Number 4,808,946 (dated February 28, 1989); and a 
perpetual, irrevocable, non-exclusive, paid-up 
license with respect to all other patents and 
patent rights owned by the Company that as of the 
Closing Date are used or useful in connection with
the design, manufacture, marketing or sale of any 
of the Products (including, without limitation, 
United States Patent Number 5,396,194 (dated March 
7, 1995)).
     (ii) Carver Professional Name.  An exclusive, 
irrevocable, personal, non-transferable, paid-up 
license to use the name "Carver Professional" for 
five years following the Closing Date; provided, 
however, that such license shall be revocable (A) 
upon the failure of Purchaser to pay to the 
Company the Deferred Purchase Price (defined 
below) when due, subject to Purchaser's offset 
rights under this Agreement or the Manufacturing 
Agreement (defined below), (B) upon a final 
judicial determination that Purchaser has used the 
name "Carver Professional" in a manner that 
materially disparages the tradename "Carver" or 
(C) upon a final judicial determination that the 
products manufactured and sold by Phoenix Gold to 
which the name "Carver Professional" is affixed 
are not of substantially similar quality of 
design, materials and workmanship as the Products 
as manufactured and sold by the Company at the 
Closing Date.
     (iii) Settlement Agreement Rights.  A non-
exclusive assignment of the Company's rights under 
that certain Settlement Agreement dated as of 
December 8, 1994 among the Company, Robert W. 
Carver and Diana R. Carver (the "Settlement 
Agreement").
     (iv) Other Rights.  An assignment of all of 
the Company's rights in all other assumed business 
names, trademarks and trademark rights, service 
marks and service mark rights, service names and 
service name rights, copyrights and copyright 
rights and other proprietary intellectual property 
rights and all pending applications for and 
registrations of any of the foregoing that are 
used as of the Closing Date in connection with the 
design, manufacture, marketing or sale of any of 
the Products, and a perpetual, nonexclusive, paid 
up license with respect to all of such rights in 
connection with the design, manufacture, marketing 
or sale of any of the Manufactured Products.

	1.1.3 Acquired Contracts.  All of the Company's 
rights in the contracts, agreements and purchase orders 
identified on attached Exhibit B (collectively, the 
"Acquired Contracts").

	1.1.4 Finished Goods Inventory.  All of the 
Company's inventory of finished Products existing at 
Closing.  The purchase price to Purchaser for each 
component of such inventory is set forth on attached 
Exhibit D.  

	1.2  Liabilities Assumed.  At Closing, Purchaser shall 
accept the assignment of and assume responsibility for the 
following liabilities and obligations (collectively, the 
"Liabilities"):

	1.2.1 Warranty Claims.  All warranty claims for 
Products sold prior to the Closing Date in accordance 
with the terms of the Company's written warranty 
policies.

	1.2.2 Acquired Contracts.  The Company's 
obligations under the Acquired Contracts with respect 
solely to events occurring following Closing.

Purchaser shall not assume, and does not by this Agreement 
assume, any liabilities of the Company except for the 
Liabilities.  All other liabilities of any kind, including, 
without limitation, any product liability associated with 
the operation of the Division or the Company prior to 
Closing, any commissions or other amounts owed to dealers, 
distributors or sales representatives for actions, events or 
sales of products occurring prior to Closing, or for any 
other reason owed by the Company, are expressly retained by 
and shall remain the obligation of the Company.

	1.3  Closing.  The closing of the transaction 
contemplated by this Agreement (the "Closing") shall, unless 
another date or place is agreed upon in writing by the 
parties hereto, take place in Lynnwood, Washington at the 
offices of the Company at 10:00 a.m., Pacific Time, on 
November 20, 1995 (the "Closing Date").  At the Closing, 
Purchaser shall pay a portion of the purchase price for the 
Assets.  Simultaneously, the Company shall sell, assign, 
transfer and convey to Purchaser good and valid title in and 
to all of the Assets, free and clear of any liens, claims, 
mortgages, encumbrances, pledges, security interests, 
equities and charges of any kind (each a "Lien") by 
delivering to Purchaser the assignments, licenses, bills of 
sale, opinions, certificates and other agreements, documents 
and instruments to be delivered under Article 8.

                           ARTICLE 2
                      Covenant Not to Compete

	2.1  Covenant.  For a period of five years following 
Closing, the Company covenants and agrees that it will not, 
directly or indirectly: (a) as a shareholder, investor, 
consultant, partner or otherwise design, manufacture, 
market, distribute, sell or otherwise deal with (including, 
without limitation, use the tradename "Carver" or any 
derivative thereof in connection with) any products in 
competition with any business conducted by or through the 
Division as of Closing in any location throughout the world 
in which any of the Products or any of the Manufactured 
Products (defined in Section 8.9 below) were sold during any 
of the 12 months immediately preceding the Closing; (b) 
hire, or directly or indirectly assist anyone else to hire, 
any Employee (defined below); or (c) seek to persuade any 
Employee to discontinue employment with Purchaser, or seek 
to persuade any independent contractor, customer or supplier 
to discontinue such person's business relationship with 
Purchaser.  "Employee" means any person who (i) was employed 
by the Company in or with respect to the Division at any 
time during the 12 months immediately preceding the Closing 
Date and (ii) who is hired by Purchaser within the 12 months 
immediately following Closing.  

	2.2  Exclusions. Section 2.1 shall not apply in the 
following circumstances:

     2.2.1 The Company retains the right to sell its 
consumer products for custom installations that involve 
professional sound applications in the same manner and 
to the same extent as the Company is doing so as of the 
Closing Date.

     2.2.2  The Company retains the right to engage in 
ordinary course business operations with third parties 
solely with respect to products other than professional 
sound products, including, without limitation, the 
Products or the Manufactured Products, even though 
other divisions or subsidiaries of such third parties 
also design, manufacture, market, distribute, sell or 
otherwise deal in products that compete with the 
Products or the Manufactured Products.

     2.2.3  The Company may sell, following the 180th 
day after Closing, any of the work in process and raw 
materials not purchased by Purchaser pursuant to the 
option granted in Section 4.4 of the Manufacturing 
Agreement (and including the right of the Company to 
purchase additional raw material to manufacture 
Products and Manufactured Products so as to consume raw 
material owned by the Company at Closing).

	2.2.4  The Company may sell any of the Division's      
products that are in inventory as finished products or 
work in process as of Closing that are not Products or 
Manufactured Products (e.g., guitar amplifiers).

	2.3  Subsequent Modification. It is the intent of the 
parties that the restrictions contained in this Article 2 be 
reasonable in both duration and geographic scope.  If any 
court of competent jurisdiction shall find the provisions of 
this Article 2 unreasonable, the restrictions contained in 
this Article 2 shall be reduced in duration or geographic 
scope, or both, to the extent necessary to be deemed 
reasonable by such court, and shall be enforceable as so 
modified.

                          ARTICLE 3
                       Purchase Price

	3.1  Determination and Allocation of Purchase Price.  
The purchase price for the Assets (the "Purchase Price") 
shall be the sum of $______________.  The Purchase Price 
shall be allocated among the Assets and the covenant not to 
compete contained in Article 2 by Purchaser and the Company 
pursuant to a memorandum to be signed by them at Closing.  
The parties shall report consistently with such allocations 
on all income tax returns and other tax statements 
(including, without limitation, filing of Form 8594 for the 
fiscal year in which Closing occurs) and in the course of 
any tax audit, tax review or tax litigation relating 
thereto.

	3.2  Payment of Purchase Price.  The Purchase Price, 
less the sum of $350,000 (the "Deferred Purchase Price"), 
shall be paid by Purchaser on the Closing Date to the 
Company.  The Deferred Purchase Price, subject to 
Purchaser's offset rights under this Agreement and the 
Manufacturing Agreement, shall be paid to the Company on the 
first anniversary of the Closing Date.  The Deferred 
Purchase Price shall bear interest at the rate of 6.0% per 
annum from the Closing Date until paid.

	3.3  Fees, Taxes or Assessments.  The Company shall be 
responsible for and shall pay all sales, use or other fees, 
taxes or assessments arising as a result of the sale of the 
Assets to Purchaser under this Agreement.                     

                       ARTICLE 4
                  Disclosure Schedules

	Prior to the execution of this Agreement, the Company 
has delivered to Purchaser the following schedules (each a 
"Disclosure Schedule") which accurately and completely set 
forth the following information regarding the Company, the 
Assets or the Products:  

     (i)  as Disclosure Schedule 1, a description of all 
existing notes, bonds, mortgages, security agreements, 
indentures, licenses, franchises, concessions, contracts, 
leases or other obligations, agreements or instruments of any 
kind, oral or written, (collectively, "Contracts") 
relating to the Division or by which any of the Assets or 
Products is bound; 
     (ii) as Disclosure Schedule 2, a list of all judgments, 
decrees, orders, writs, licenses, permits, variances, 
exemptions, orders and approvals (collectively "Orders") of 
any court, tribunal, arbitrator, authority, agency, 
commission, official or other instrumentality of the United 
States or any domestic or foreign state, county, city or other 
political subdivision (each a "Governmental Authority") 
material to the operations conducted by or through the 
Division or by which any of the Assets or Products is bound; 
(iii)as Disclosure Schedule 3, a description of any actions, 
suits, arbitrations or proceedings pending or threatened 
against the Company involving the Division or any of the 
Assets or Products; 
     (iv) as Disclosure Schedule 4, any exceptions to the 
representations and warranties contained in Article 5, 
specifying with particularity the representation or warranty 
to which each such exception applies.

     Each Disclosure Schedule, or a summary cover page 
thereto, shall be initialed for identification by an 
authorized officer of the Company and by an authorized officer 
of Purchaser. 

                           ARTICLE 5
           Representations and Warranties of the Company

     The Company represents and warrants, except to the 
extent specifically otherwise indicated on Disclosure 
Schedule 4, to Purchaser as follows:  

	5.1  Organization and Good Standing.  The Company is a 
corporation duly organized, validly existing and in good 
standing under the laws of the state of Washington, and has 
full corporate power and authority to own, lease and operate 
its properties and to conduct its business as and to the 
extent now conducted.  

	5.2  Authority Relative to Agreement.  The Company has 
full corporate power and authority to enter into this 
Agreement and each other assignment, instrument, document 
and agreement necessary to consummate the transactions 
contemplated hereby and to perform its obligations 
hereunder.  The execution, delivery and performance of this 
Agreement by the Company and the consummation by the Company 
of the transactions contemplated hereby have been duly and 
validly approved by the Board of Directors of the Company, 
and no other corporate proceedings on the part of the 
Company or its shareholders are necessary to authorize the 
execution, delivery and performance of this Agreement by the 
Company and the consummation by the Company of the 
transactions contemplated hereby.  This Agreement has been 
duly and validly executed and delivered by the Company and 
constitutes the legal, valid and binding obligation of the 
Company enforceable against the Company in accordance with 
its terms, subject as to enforcement only to bankruptcy, 
insolvency, reorganization, moratorium or other laws 
affecting the enforceability of creditors' rights generally 
or to general equitable principles.  

         Non-Contravention; Approvals and Consents.  

		5.3.1  The execution and delivery of this 
Agreement by the Company does not, and the performance by 
the Company of its obligations hereunder and the 
consummation of the transactions contemplated hereby will 
not, conflict with, result in a material violation or breach 
of, constitute (with or without notice or lapse of time or 
both) a material default under, result in or give to any 
person, corporation, partnership, joint venture, limited 
liability corporation, association or other firm or entity 
(each a "Person") any right of payment or reimbursement, 
termination, cancellation, modification or acceleration of, 
or result in the creation or imposition of any Lien upon any 
of the Assets under, any of the terms, conditions or 
provisions of (i) the Articles of Incorporation or Bylaws of 
the Company, (ii) any Contract to which the Company is a 
party or by which any of the Assets is bound or (iii) any 
material provision of any statute, law, rule, regulation or 
ordinance (collectively, "Laws") or any Orders of any 
Governmental Authority.

          5.3.2  No consent, approval or action of, filing 
with or notice to any Governmental Authority or other public 
or private third party is necessary or required under any of 
the terms, conditions or provisions of any Law or Order of 
any Governmental Authority or any Contract to which the 
Company is a party or by which any of the Assets is bound, 
for the execution and delivery of this Agreement by the 
Company, the performance by the Company of its obligations 
hereunder or the consummation of the transactions 
contemplated hereby.

     5.4  Financial Statements.  The Company delivered to 
Purchaser prior to the execution of this Agreement true and 
complete copies of unaudited statements of revenues, costs 
of sales and operating expenses for the Division for the 
nine-month period ending September 30, 1995 and the 12-month 
periods ending December 31, 1994 and 1993, and unaudited 
statements of revenues, costs of sales and operating costs 
for the Products for the 12-month period ending September 
30, 1995 (collectively, the "Financial Statements").  The 
Financial Statements are true, correct and complete in all 
material respects, were prepared from the books and records 
of the Company in accordance with generally accepted 
accounting principles applied on a consistent basis during 
the periods involved, fairly present the results of 
operations of the Division for the respective periods, and 
accurately reflect allocations of revenues and expenses to 
the Division.  To the best of the Company's knowledge, the 
reserves established by the Company on the Financial 
Statements with respect to all risks, liabilities and 
contemplated future losses in connection with the Division 
are adequate. 

     5.5  Absence of Material Changes.  Since September 30, 
1995, there has not been:

          5.5.1 any material adverse change in the financial 
condition or in the operations of the Division from that 
reflected by the Financial Statements as of and for the nine 
months ended such date;

          5.5.2 any damage, destruction or loss, whether or 
not covered by insurance, which has had, or could reasonably 
be expected to have, a material adverse effect on any of the 
Assets;
          5.5.3 any mortgage, pledge, lien or other 
encumbrance or security interest created on or with respect 
to any Asset;

          5.5.4 any rights transferred or granted under any 
concessions, leases, licenses, agreements, patents, 
inventions, trademarks, trade names or copyrights or with 
respect to any know-how used or useful in connection with 
the design, manufacture, marketing or sale of any of the 
Products or any of the Intellectual Property;

          5.5.5 any loss of supplier or suppliers or 
customer or customers, including, without limitation, 
dealers or distributors, which has had, or could reasonably 
be expected to have, a material adverse effect on the 
Division; or

          5.5.6 any other event or condition of any 
character has had, or could reasonably be expected to have, 
a material adverse effect on the Division or any of the 
Assets, or any Acquired Contract or commitment obligating 
the Company or any other Person to do any of the things set 
forth in this Section 5.5.

     5.6  Tax Matters.  The Company has filed all tax 
returns and reports required to be filed in any jurisdiction 
as a result of the Company's operations, and has paid all 
taxes, interest, penalties, assessments or deficiencies due 
and payable with respect to such returns, and all other 
taxes and assessments payable by the Company, to the extent 
the same have become due and payable and before they have 
become delinquent.  All such returns and reports are 
accurate and complete in all material respects.  The Company 
has made withholding of such taxes (and transmittals of the 
same) as may be required to be made under all applicable tax 
laws and regulations.  The Company has no knowledge of any 
proposed tax assessment against or with respect to any of 
the Assets.  

     5.7  Legal Proceedings.  There are no actions, suits, 
arbitrations or proceedings pending or, to the knowledge of 
the Company threatened, against the Company or any of the 
Assets or Products, and no pending or threatened actions, 
suits, arbitrations or proceedings involving any of the 
Assets or Products in which the Company is or would be the 
plaintiff.  There are no Governmental Authority 
investigations or audits pending or, to the knowledge of the 
Company threatened, against, relating to or affecting any of 
the Assets or Products.  To the knowledge of the Company, 
there are no facts or circumstances that could be reasonably 
expected to give rise to any such action, suit, arbitration, 
proceeding, investigation or audit.

     5.8  Acquired Contracts.  

          5.8.1 All Acquired Contracts are in good standing, 
valid and effective.  

          5.8.2 Neither the Company nor, to the knowledge of 
the Company, any other party thereto, is in breach or 
violation of, or in default in the performance or observance 
of any term or provision of, and no event has occurred 
which, with notice or lapse of time or both, could be 
reasonably expected to result in a default under any 
Acquired Contract.

          5.8.3 All Acquired Contracts have been duly 
authorized, executed and delivered by the Company and, to 
the knowledge of the Company, by each other party thereto, 
and are the legal, valid and binding obligation of the 
Company and, to the knowledge of the Company, of each other 
party thereto, enforceable against the Company and each 
other party thereto in accordance with their respective 
terms, subject as to enforcement only to bankruptcy, 
insolvency, reorganization, moratorium or other laws 
affecting the enforceability of creditors' rights generally 
or to general equitable principles.

     5.9  Intellectual Property Rights.  The Intellectual 
Property comprises all of the intellectual property rights 
necessary or required in connection with the design, 
manufacture, marketing or sale of the Products.  To the 
knowledge of the Company, the design, manufacture, marketing 
or sale of the Products does not infringe 
any intellectual property of any third party.  The Company 
has all right, title and interest in, or a valid, binding 
and assignable license to use, all of the Intellectual 
Property.  The Company is not in default (or with the giving 
of notice or lapse of time or both, would be in default) 
under any license to use such Intellectual Property, and to 
the knowledge of the Company such Intellectual Property is 
not being infringed by any third party.  

     5.10 Disclosure.  This Agreement and each Disclosure 
Schedule, certificate, financial statement and all other 
written information delivered to Purchaser by the Company 
(including, without limitation, costed bills of materials 
relating to Products and warranty claims experience relating 
to Products), or to be delivered by the Company at Closing, 
are true, correct and complete and do not or will not, as 
the case may be, contain any untrue statement of a material 
fact or omit to state a material fact necessary in order to 
make the statements contained herein and therein not 
misleading.

     5.11 Products Warranties and Claims.  All Products and 
Manufactured Products sold by the Company prior to the 
Closing Date complied, and all Products and Manufactured 
Products held for sale by the Company at Closing will 
comply, in all material respects with all warranties 
applicable thereto and with all requirements of any 
applicable agreements of sale as to such Products and 
Manufactured Products.  The Company has previously provided 
Purchaser a true, correct and complete history of warranty 
claims and costs relating to the Products and the 
Manufactured Products for the period beginning August 1, 
1994 and ending September 30, 1995 (the "Prior History 
Period").  The Company has previously provided Purchaser a 
true, correct and complete identification, by serial number 
and date of sale, of all Products and Manufactured Products 
that were sold during the Prior History Period and that 
remain within the Company's applicable warranty coverage 
periods at September 30, 1995.

     5.12 CE Certification.  Exhibit C identifies the 
European electromagnetic and safety certifications obtained 
by the Company with respect to each model of Product and 
Manufactured Product.  The Company makes no representation 
or warranty that such certifications are transferable to 
Purchaser.  

     5.13 Customer and Vendor Relations.  

          5.13.1 The Company has not been notified that any 
customer, including, without limitation, dealers and 
distributors, of the Division intends to cease doing 
business with the Company or significantly reduce the amount 
of business done with the Company, and the Company has no 
knowledge of any information, circumstances or facts that 
could reasonably be expected to give rise to such cessation 
or reduction.  The Company is not a party to any Contract 
with any dealer, distributor or sales representative that 
cannot be terminated without penalty upon 30 days notice.

          5.13.2 The Company has not been notified that any 
vendor to the Division intends to cease doing business with 
the Company, significantly alter the terms on which such 
vendor does business with the Company or increase the prices 
of the materials or services provided by such vendor to the 
Company, and the Company has no knowledge of any 
information, circumstances or facts that could reasonably be 
expected to give rise to such cessation, reduction or 
increase, other than changes imposed by vendors from time to 
time in the ordinary course of business.

     5.14  Plans, Blueprints and Designs.  All manufacturing 
and engineering drawings, plans, blueprints, schematic and 
other designs, trade secrets, processes, formulae, process 
sheets, parts lists and other tangible data comprising the 
Books and Records are owned by the Company, are in 
reproducible form and are of such quality that competent 
personnel can produce, manufacture, assemble and repair the 
Products in such a manner that they meet applicable 
specifications.

     5.15  Finished Goods Inventory.  All finished Products 
comprising part of the Assets are in good condition, 
function in accordance with their design specifications and 
are not obsolete or used, and, unless identified as "B" 
stock on Exhibit D, are not "B" stock or trade show samples.

                         ARTICLE 6 
          Representations and Warranties of Purchaser

	Purchaser represents and warrants to the Company as 
follows:

	6.1  Organization and Good Standing.  Purchaser is a 
corporation duly organized and validly existing under the 
laws of the state of Oregon, and has full corporate power 
and authority to own, lease and operate its properties and 
to conduct its business as and to the extent now conducted.  

	6.2  Authority Relative to Agreement.  Purchaser has 
full corporate power and authority to enter into this 
Agreement and each other instrument, document and agreement 
necessary to consummate the transactions contemplated 
hereby, and to perform its obligations hereunder.  The 
execution, delivery and performance of this Agreement by 
Purchaser and the consummation by Purchaser of the 
transactions contemplated hereby have been duly and validly 
approved by the Board of Directors of Purchaser, and no 
other corporate proceedings on the part of Purchaser or its 
shareholders are necessary to authorize the execution, 
delivery and performance of this Agreement by Purchaser and 
the consummation by Purchaser of the transactions 
contemplated hereby.  This Agreement has been duly and 
validly executed and delivered by Purchaser and constitutes 
the legal, valid and binding obligation of Purchaser 
enforceable against Purchaser in accordance with its terms, 
subject as to enforcement only to bankruptcy, insolvency, 
reorganization, moratorium or other laws affecting the 
enforceability of creditors' rights generally or to general 
equitable principles.  

	6.3  Effect of Agreement.  The execution and delivery 
of this Agreement by Purchaser does not, and the performance 
by Purchaser of its obligations hereunder and the 
consummation of the transactions contemplated hereby will 
not, conflict with, result in a material violation or breach 
of, constitute (with or without notice or lapse of time or 
both) a material default under, result in or give to any 
Person any right of payment or reimbursement, termination, 
cancellation, modification or acceleration of, or result in 
the creation or imposition of any Lien upon any of the 
material assets or properties of Purchaser under, any of the 
terms, conditions or provisions of (a) Purchaser's Articles 
of Incorporation or Bylaws, (b) any material Contract to 
which Purchaser is a party or (c) any material provision of 
any applicable Laws or Orders of any Governmental Authority.

	6.4   Approvals and Consents.  No consent, approval or 
action of, filing with or notice to any Governmental 
Authority or other public or private third party is 
necessary or required under any of the terms, conditions or 
provisions of any Law or Order of any Governmental Authority 
or any Contract to which Purchaser is a party for the 
execution and delivery of this Agreement by Purchaser, the 
performance by Purchaser of its obligations hereunder or the 
consummation by Purchaser of the transactions contemplated 
hereby.

                           ARTICLE 7
                Covenants and Other Agreements

     7.1  Access to Information.  During the period between 
the execution of this Agreement and the fifth anniversary of 
the Closing Date, the Company shall maintain, and shall give 
Purchaser and its authorized representatives, upon 
reasonable notice and during normal business hours, full 
access to, all books, records, Contracts, documents, and 
leases of the Company relating to the Products, any of the 
Assets and any products sold by or through the Division 
prior to Closing, which the Company maintains in the normal 
course of its business (the "Information"), and shall 
furnish or cause to be furnished to Purchaser and its 
authorized representatives all Information in the form or 
format customarily maintained by the Company with respect to 
the Products, the Assets or such other products as Purchaser 
or its authorized representatives may reasonably request.  
At its election, the Company may deliver all Information to 
Purchaser as full satisfaction of its obligations under this 
Section.

     7.2  Preservation of Assets.  During the period between 
the execution of this Agreement and the Closing Date, the 
Company shall:

	7.2.1 operate the Division in, and engage in no
transaction out of, the ordinary course of business 
consistent with past practices and use its best efforts to 
conduct the Division in a reasonable and prudent manner in 
accordance with past practices; 

	7.2.2 enter into no Contract or transaction affecting 
any of the Assets or Products which extends beyond the Closing 
Date except as approved in writing by Purchaser or except 
the sale of Products in the normal course of business;  

     7.2.3 use commercially reasonable efforts to 
preserve the existing relations with all of the Division's 
suppliers and customers, including, without limitation, 
dealers and distributors; 

     7.2.4 not sell, assign or otherwise dispose of or
otherwise cause to be removed from the Company's premises 
any of the Assets;

     7.2.5 take all necessary corporate and other 
action and use commercially reasonable efforts to obtain all 
consents and approvals required to enable the transactions 
contemplated by this Agreement to be consummated; 

     7.2.6 notify Purchaser in writing in the event 
that prior to the Closing Date there is any material adverse 
change in the Assets, or if any material litigation, 
proceeding or investigation is instituted or threatened 
affecting any of the Products or Assets; and 

     7.2.7 not take any action or fail to take any 
action that would result in a breach or default of any 
representation or warranty made by the Company in this 
Agreement.  

     7.3  Employment Matters.  Purchaser shall have no 
obligation to employ any of the Company's current employees, 
but may upon reasonable notice to the Company interview such 
employees for the possibility of employment with Purchaser 
following Closing. Purchaser shall not, for a period of two 
years after Closing, solicit to employ any of the current 
officers or employees of the Company with whom Purchaser has 
had contact or who was specifically identified to Purchaser 
by the Company prior to Closing, so long as they are 
employed by the Company, without obtaining the prior written 
consent of the Company.

     7.4  No Solicitations.  

	7.4.1 The Company shall not, nor shall the Company
authorize or permit any officer, director, employee, 
investment banker, financial advisor, attorney, accountant 
or other agent or representative (each, a "Representative") 
retained by or acting for or on behalf of the Company to, 
directly or indirectly, initiate,solicit, encourage, 
participate in any negotiations regarding, furnish any 
confidential information in connection with, endorse or 
otherwise cooperate with, assist, participate in or facilitate 
the making of any proposal or offer for, or which may 
reasonably be expected to lead to, an Acquisition Transaction 
(defined below), by any Person or group of Persons (a 
"Potential Acquiror").

The Company shall promptly inform Purchaser orally and in 
writing of the material terms and conditions of any proposal 
or offer for, or which may reasonably be expected to lead to, 
an Acquisition Transaction that it receives and the identity 
of the Potential Acquiror.  The Company shall immediately 
cease and cause to be terminated any existing activities, 
discussions or negotiations with any parties conducted prior 
to the date of this Agreement with respect to any Acquisition 
Transaction.  This Section shall survive for 180 days 
following termination of this Agreement; 
provided, however, that if this Agreement is terminated by 
the Company for any failure by Purchaser to satisfy any of 
the conditions to Closing in Article 9 that are within 
Purchaser's control, this Section shall terminate upon such 
termination of this Agreement. 

     7.4.2 The Company shall pay to Purchaser the sum 
of $500,000 in immediately available funds at the closing of 
any Acquisition Transaction made in violation of the 
covenant set forth in Section 7.4.1.  The parties agree that 
such sum represents liquidated damages that would be 
suffered by Purchaser in such event, which damages are 
incapable of calculation, and is not a penalty or 
forfeiture.

     7.4.3 For purposes of this Agreement, "Acquisition 
Transaction" means any acquisition in any manner of all or a 
substantial portion of the Assets, whether for cash, 
securities or any other consideration or any combination 
thereof other than pursuant to the transactions contemplated 
by this Agreement.

     7.4.4 Nothing contained in this Agreement shall 
limit or preclude the Company or any Representative from 
directly or indirectly initiating, soliciting, encouraging, 
or participating in any negotiations regarding, furnish 
confidential information in connection with, endorsing or 
otherwise cooperating with, assisting, participating in or 
facilitating the making of any proposal or offer for, or 
which may reasonably be expected to lead to, a Transaction 
(defined below) by any third party.  As used in this 
Agreement, the term "Transaction" means any acquisition in 
any manner of all or substantially all of the assets of the 
Company or its outstanding Common Stock, whether for cash, 
securities or other consideration or any combination 
thereof; provided, however, that the consummation of the 
Transaction shall not limit or prevent the performance by 
the Company of its obligations under this Agreement.

     7.5  Notice and Cure.  Purchaser and the Company shall 
notify the other in writing of, and contemporaneously shall 
provide the other with true and complete copies of, any and 
all information or documents relating to, and will use all 
commercially reasonable efforts to cure before Closing, any 
event, transaction or circumstance, as soon as practical 
after it becomes known to such party, occurring after the 
date of this Agreement that causes or will cause any 
covenant or agreement of Purchaser or the Company, as the 
case may be, under this Agreement to be breached or that 
renders or will render untrue any representation or warranty 
of Purchaser or the Company, as the case may be, contained 
in this Agreement as if the same were made on or as of the 
date of such event, transaction or circumstance.  Purchaser 
and the Company shall also notify the other in writing of, 
and shall use all commercially reasonable efforts to cure, 
before the Closing, any violation or breach, as soon as 
practical after it becomes known to such party, of any 
representation, warranty, covenant or agreement
made by Purchaser or the Company, as the case may be, in 
this Agreement, whether occurring or arising prior to, on or 
after the date of this Agreement.  No notice given pursuant 
to this Section shall have any effect on the 
representations, warranties, covenants or agreements 
contained in this Agreement for purposes of determining 
satisfaction of any condition contained in this Agreement.

	7.6  Fulfillment of Conditions.  Subject to the terms 
and conditions of this Agreement, Purchaser and the Company 
shall take or cause to be taken all commercially reasonable 
steps necessary or desirable and proceed diligently and in 
good faith to satisfy each condition to the other's 
obligations contained in this Agreement and consummate and 
make effective the transactions contemplated by this 
Agreement.  Neither Purchaser nor the Company will take or 
fail to take any action that could be reasonably expected to 
result in the nonfulfillment of any such condition.

	7.7  Fulfillment of Warranty Obligations.  After 
Closing, the Company shall fulfill all obligations as they 
come due pursuant to warranty obligations, with respect to 
products sold by or through the Division prior to Closing, 
that are not assumed by Purchaser pursuant to Section 1.2.1.

	7.8  Payment of Commissions.  The Company will pay when 
due all commissions and other amounts owed to its dealers, 
distributors and independent sales representatives with 
respect to actions, events or sales of products made prior 
to Closing.

	7.9   Collection of Accounts Receivable.  Purchaser 
will take no action to impede the Company's collection of 
accounts receivable of the Division relating to events, 
actions or sales occurring prior to Closing.  Purchaser will 
cooperate with the Company regarding the Company's 
collection of such accounts receivable, but will have no 
obligation to take any action or refrain from taking any 
action regarding such collection, including, without 
limitation, refusing to grant credit to persons owing the 
Company funds under such accounts receivable.

	7.10  Confidential Information.  Purchaser agrees that 
it will continue to be bound by the provisions of that 
certain letter agreement dated May 12, 1995 regarding 
confidential information of the Company; provided, however, 
that following Closing Purchaser shall have no obligations 
under such letter agreement with respect to any information 
comprising part of the Assets.

	7.11 Exclusive Distributor.  Purchaser, at its 
election, shall have the right to act as the Company's 
exclusive distributor of Products between the date this 
Agreement is executed and Closing. The price to be paid by 
Purchaser as distributor for any Products in the Company's 
inventory as of the date of this Agreement shall be as set 
forth on Exhibit D.  The price to be paid by Purchaser as 
distributor for any other Products shall be established by 
the mutual agreement of Purchaser and the Company, but shall 
in no case exceed the Company's lowest price offered to any 
other party.

                          ARTICLE 8
       Conditions Precedent to Purchaser's Obligations

	Each obligation of Purchaser to be performed on the 
Closing Date or thereafter, as the case may be, shall be 
subject to the satisfaction prior thereto of the following 
conditions precedent, any of which may be waived by 
Purchaser:

	8.1  Representations and Warranties.  Each of the
representations and warranties made by the Company in this 
Agreement shall be true and correct as of the Closing Date 
as though made on and as of the Closing Date or, in the case 
of representations and warranties made as of a specified 
date earlier than the Closing Date, on and as of such 
earlier date, and the Company shall have delivered to 
Purchaser a certificate, dated the Closing Date and executed 
on behalf of the Company by its President, to such effect.          

     8.2  Compliance with Terms and Conditions.  All the 
terms, covenants, agreements and conditions of this 
Agreement to be complied with and performed by the Company 
on or before Closing shall have been complied with and 
performed in all material respects, and the Company shall 
have delivered to Purchaser a certificate, dated the Closing 
Date and executed on behalf of the Company by its President, 
to such effect.

	8.3  No Material Adverse Change.  There shall not have 
been any loss or destruction of any material Asset.

	8.4  No Litigation.  No court of competent jurisdiction 
or other competent Governmental Authority shall have 
enacted, issued, promulgated, enforced or entered any Law or 
Order (whether temporary, preliminary or permanent) which is 
then in effect and which (a) has the effect of making 
illegal or otherwise restricting, preventing or prohibiting 
purchase of the Assets or (b) which could be reasonably 
expected to result in a material diminution of the benefits 
of the purchase of the Assets to Purchaser; and there shall 
not be pending or threatened on the Closing Date any 
investigation, suit, action or other proceeding before or by 
any court or other Governmental Authority which could be 
reasonably expected to result in any such issuance, 
enactment, promulgation or deemed applicability of any such 
Order or Law.

		Approval of Documentation.  The form and substance 
of all certificates, instruments of conveyance, assignments 
and other documents to be delivered to Purchaser hereunder 
shall be satisfactory in all reasonable respects to 
Purchaser and its counsel.

	8.6  Opinion of Counsel for the Company.  Purchaser 
shall have received on the Closing Date a written opinion, 
from counsel and in form reasonably satisfactory to 
Purchaser, addressed to it with respect to the following 
matters:
     (a)  The Company is a corporation duly organized          
validly existing and in good standing under the laws of the 
state of Washington, and has full corporate power and 
authority to own, lease and operate its properties and to 
conduct its business as and to the extent now conducted.  
     (b)  The Company has full corporate power and 
authority to enter into this Agreement and each other 
assignment, instrument, document and agreement necessary to 
consummate the transactions contemplated hereby and to perform 
its obligations hereunder.  The execution, delivery and 
performance of this Agreement by the Company and the 
consummation by the Company of the transactions contemplated 
hereby have been duly and validly approved by the Board of 
Directors of the Company, and no other corporate proceedings 
on the part of the Company or its shareholders are necessary 
to authorize the execution, delivery and performance of this 
Agreement by the Company and the consummation by the Company 
of the transactions contemplated hereby.  This Agreement 
has been duly and validly executed and delivered by the 
Company and constitutes the legal, valid and binding 
obligation of the Company enforceable against the Company in 
accordance with its terms, subject as to enforcement only to 
bankruptcy, insolvency, reorganization, moratorium or other 
laws affecting the enforceability of creditors' rights 
generally or to general equitable principles.
     (c)  (i) The execution and delivery of this Agreement by 
the Company does not, and the performance by the Company of 
its obligations hereunder and the consummation of the 
transactions contemplated hereby will not, conflict with, 
result in a violation or breach of, constitute (with or 
without notice or lapse of time or both) a default under, 
result in or give to any Person any right of payment or 
reimbursement, termination, cancellation, modification or 
acceleration of, or result in the creation or imposition of 
any Lien upon any of the Assets under, any of the terms, 
conditions or provisions of (x) the Articles of Incorporation 
or Bylaws of the Company, (y) any Contract known to such 
counsel to which the Company is a party or by which any of the 
Assets is bound or (z) any Law or any Orders of any 
governmental Authority.
     (ii) No consent, approval or action of, filing with or 
notice to any Governmental Authority or other public or 
private third party is necessary or required under any of the 
terms, conditions or provisions of any Law or Order of any 
Governmental Authority or any Contract known to such counsel 
to which the Company is a party or by which any of the Assets 
is bound, for the execution and delivery of this Agreement by 
the Company, the performance by the Company of its obligations 
hereunder or the consummation of the transactions contemplated 
hereby.
     (d)  There are no actions, suits, arbitrations or 
proceedings pending or, to the knowledge of such counsel 
threatened, against the Company or any of the Assets or 
Products, and no pending or threatened actions, suits, 
arbitrations or proceedings involving the any of the Assets or 
Products in which the Company is or would be the plaintiff.  
There are no Governmental Authority investigations or audits 
pending or, to the knowledge of such counsel threatened, 
against, relating to or affecting any of the Assets or 
Products.
     (e)  All Acquired Contracts have been duly authorized, 
executed and delivered by the Company and are the legal, valid 
and binding obligation of the Company, enforceable against the 
Company in accordance with their respective terms, subject as 
to enforcement only to bankruptcy, insolvency, reorganization, 
moratorium or other laws affecting the enforceability of 
creditors' rights generally or to general equitable 
principles.

	8.7  Bill of Sale and Assignments.  The Company shall 
have duly authorized, executed and delivered to Purchaser a 
Bill of Sale and such other assignments, licenses and 
instruments of conveyance in form and substance reasonably 
acceptable to Purchaser and its counsel as may be reasonably 
required by Purchaser. 

	8.8  Review of Business and Legal Matters.  Purchaser 
and its advisors shall have completed their reviews in form 
and scope satisfactory to Purchaser of the Assets and the 
Products. 

	8.9  Manufacturing Agreement.  The Company shall have 
executed and delivered to Purchaser a Manufacturing 
Agreement in form and with such terms as are reasonably 
satisfactory to Purchaser with respect to the Products and 
the professional sound products identified on attached 
Exhibit E (the "Manufactured Products").

	8.10 Tax Clearance Certificate.  The Company shall have 
provided to Purchaser certification in form reasonably 
satisfactory to Purchaser from the appropriate authorities 
of the state of Washington that no Washington state taxes 
are then due and payable by the Company.

	8.11 Noninfringement Opinion.  Purchaser shall have 
received the opinion of its patent counsel, in form and 
substance acceptable to Purchaser, that the design, 
manufacture, marketing or sale by Purchaser of certain 
Products would not infringe certain U.S. patents.

	8.12 License Agreement.  The Company shall have duly 
authorized, executed and delivered to Purchaser a License 
Agreement in the form attached as Exhibit F.

                            ARTICLE 9
         Conditions Precedent to the Company's Obligations

	Each obligation of the Company to be performed on the 
Closing Date or thereafter, as the case may be, shall be 
subject to the satisfaction prior thereto of the following 
conditions precedent, any of which may be waived by the 
Company:
	
     9.1  Representations and Warranties.  Each of the 
representations and warranties made by Purchaser in this 
Agreement shall be true and correct as of the Closing Date 
as though made on and as of the Closing Date or, in the case 
of representations and warranties made as of a specified 
date earlier than the Closing Date, on and as of such 
earlier date, and Purchaser shall have delivered to the 
Company a certificate, dated the Closing Date and executed 
on behalf of the Company by its Executive Vice President, to
such effect.

     9.2  Compliance with Terms and Conditions.  All the 
terms, covenants, agreements and conditions of this 
Agreement to be complied with and performed by Purchaser on 
or before Closing shall have been complied with and 
performed in all material respects, and Purchaser shall have 
delivered to the Company a certificate, dated the Closing 
Date and executed on behalf of the Company by its Executive 
Vice President, to such effect.

	9.3  No Litigation.  No court of competent jurisdiction 
or other competent Governmental Authority shall have 
enacted, issued, promulgated, enforced or entered any Law or 
Order (whether temporary, preliminary or permanent) which is 
then in effect and which has the effect of making illegal or 
otherwise restricting, preventing or prohibiting sale of the 
Assets; and there shall not be pending or threatened on the 
Closing Date any investigation, suit, action or other 
proceeding before or by any court or other Governmental 
Authority which could be reasonably expected to result in 
any such issuance, enactment, promulgation or deemed 
applicability of any such Order or Law.

	9.4  Receipt of Purchase Price.  The Company shall have 
received that portion of the Purchase Price specified to be 
paid at Closing in Section 3.2.

	9.5  Opinion of Counsel for Purchaser.  The Company 
shall have received on the Closing Date a written opinion 
from Tonkon, Torp, Galen, Marmaduke & Booth in form reasonably 
satisfactory to the Company and addressed to it with respect 
to the following matters:

     (a)  Purchaser is a corporation duly organized and 
validly existing under the laws of the state of Oregon, and 
has full corporate power and authority to own, lease and 
operate its properties and to conduct its business as and to 
the extent now conducted.  
     (b)  Purchaser has full corporate power and authority 
to enter into this Agreement and each other assignment, 
instrument, document and agreement necessary to consummate the 
transactions contemplated hereby and to perform its 
obligations hereunder.  The execution, delivery and 
performance of this Agreement by Purchaser and the 
consummation by Purchaser of the transactions contemplated 
hereby have been duly and validly approved by the Board of 
Directors of Purchaser, and no other corporate proceedings on 
the part of Purchaser or its shareholders are necessary to 
authorize the execution, delivery and performance of this 
Agreement by Purchaser and the consummation by Purchaser of 
the transactions contemplated hereby.  This Agreement has been 
duly and validly executed and delivered by Purchaser and 
constitutes the legal, valid and binding obligation of 
Purchaser enforceable against Purchaser in accordance with its 
terms, subject as to enforcement only to bankruptcy, 
insolvency, reorganization, moratorium or other laws affecting 
the enforceability of creditors' rights generally or to 
general equitable principles.
     (c)  (i) The execution and delivery of this Agreement 
by Purchaser does not, and the performance by Purchaser of its 
obligations hereunder and the consummation of the transactions 
contemplated hereby will not, conflict with, result in a 
violation or breach of, constitute (with or without notice or 
lapse of time or both) a default under, result in or give to 
any Person any right of payment or reimbursement, termination, 
cancellation, modification or acceleration of, (x) the 
Articles of Incorporation or Bylaws of Purchaser, (y) any 
material Contract known to such counsel to which Purchaser is 
a party or (z) any material provision of any applicable Law or 
Order of any Governmental Authority.
     (ii) No consent, approval or action of, filing with or 
notice to any Governmental Authority or other public or 
private third party is necessary or required under any of the 
terms, conditions or provisions of any Law or Order of any 
Governmental Authority or any Contract known to such counsel 
to which Purchaser is a party for the execution and delivery 
of this Agreement by Purchaser, the performance by Purchaser 
of its obligations hereunder or the consummation of the 
transactions by Purchaser contemplated hereby.

	9.6  Manufacturing Agreement.  Purchaser shall have 
executed and delivered to the Company the Manufacturing 
Agreement.

	9.7  License Agreement.  Purchaser shall have duly 
authorized, executed and delivered to the Company a License 
Agreement in the form attached as Exhibit F.

                        ARTICLE 10
              Indemnification by the Company

     10.1 Company Indemnification Liability.  The Company, 
subject to the limitation on damages hereinafter provided, 
shall indemnify and hold Purchaser and its directors, 
officers, employees and agents (collectively, the 
"Indemnified Parties") harmless from and against any Damages 
(defined below), whether claims are made before or after the 
Closing Date, arising or resulting from (a) any 
misrepresentation, breach of warranty or nonfulfillment of 
any covenant or obligation on the part of the Company under 
this Agreement, (b) any liability of the Company other than 
the Assumed Liabilities or (c) any claim that the design, 
manufacture, marketing or sale of the Products infringe any 
or all of U.S. Patent Nos. 4,218,660, 4,484,150 or 
4,586,002.  

     10.2 Damages Defined.  For purposes of this Agreement 
"Damages" means all losses, damages, costs, expenses, 
liabilities, obligations and claims of any kind (including, 
without limitation, reasonable attorney fees) incurred in 
connection with any action, suit, proceeding, demand, 
assessment or judgment incident to any matters indemnified 
against in this Article 10 or Article 11 and in any appeal 
therefrom.

     10.3 Claims Procedure.  

          10.3.1 If any Indemnified Party shall incur any 
Damages or determine that as a result of any claim it is 
likely to incur any Damages and shall consider that it is 
entitled to be indemnified against such Damages, such 
Indemnified Party shall deliver to the Company a written 
notice which shall specify in reasonable detail each 
individual item of Damage, the date such item was paid or 
properly accrued, the basis for any anticipated liability, 
the nature of the misrepresentation, breach of warranty or 
breach of covenant to which such item is related (if 
applicable) and, if then determinable, the computation of 
the amount of the indemnification claim hereunder. 

          10.3.2 If the notice states that a claim has been 
made by a third party, the Company shall be eligible to 
participate in (and at the request of the Indemnified Party 
shall assume) the defense of such claim.  The Company shall 
not be liable to indemnify for any settlement of any such 
claim the defense of which has been so assumed by the 
Company if the settlement is effected by the Indemnified 
Party without the prior written consent of the Company, 
which consent shall not be unreasonably withheld, but if 
settled with such written consent, or if there be a final 
judgment for the plaintiff in any such action, the Company 
shall indemnify the Indemnified Party from and against any 
loss or liability by reason of such settlement or judgment.  
Any defense of a claim assumed by the Company shall be 
conducted by counsel of good standing reasonably 
satisfactory to the Indemnified Party, and at the expense of 
the Company, except that if any proceeding involves both 
claims against which indemnity is granted hereunder and 
other claims for which indemnification is not granted 
hereunder, the expenses of defending against such claims 
shall be borne in proportion to the respective dollar 
amounts of such claims, excluding any punitive damages in 
determining such proportion. Purchaser agrees to render to 
the Company, at the Company's expense, such assistance as 
may reasonably be requested to insure the proper and 
adequate defense of any such claim.  The Indemnified Party 
may be a participant in the defense of any claim at its own 
expense.

          10.3.3 In case the Company shall object to the 
indemnification in respect of any claim or claims specified 
in the notice from an Indemnified Party, the Company shall, 
within 30 days after receipt of the notice, deliver to the 
Indemnified Party a written notice to such effect, which 
notice shall specify with respect to each individual item of 
Damage claimed under Section 10.2.1 the amount, if any, that 
the Company admits the Indemnified Party is entitled to 
indemnification.  The Company and the Indemnified Party 
shall, within such 30-day period beginning on the date of 
receipt of such written objection, attempt in good faith to 
agree upon the rights of the respective parties with respect 
to each of such claims to which the Company shall have so 
objected. If agreement can be reached on their respective 
rights with respect to such claims, they shall promptly 
prepare and sign a memorandum setting forth such agreement.

          10.3.4 Claims for indemnity to which the Company 
does not object in writing within 30 days after receipt of 
an Indemnified Party's notice, those parts of a claim which 
are not disputed by the Company, and claims covered by a 
memorandum of agreement of the nature described in the last 
sentence of subsection 10.2.3 shall constitute Agreed 
Claims.  Agreed Claims shall bear interest at the rate of 10 
percent per annum from the date such claim is determined to 
be an Agreed Claim until paid.  Purchaser reserves the right 
to offset any Agreed Claim or any other amount determined by 
a final order of any court to be due to Purchaser hereunder 
dollar for dollar against any amounts payable to the 
Company.  This remedy shall not be exclusive of any other 
rights Purchaser may have against the Company at law or in 
equity.  No waiver of Purchaser's right to pursue a claim 
for indemnification hereunder shall be inferred by reason of 
the failure of the parties to agree that the claim 
constitutes an Agreed Claim.

     10.4 Survival of Representations, Warranties and 
Covenants. The representations and warranties made by the 
Company in this Agreement shall survive Closing and shall 
expire on the third anniversary of the Closing Date.  The 
covenants made by the Company in this Agreement shall 
survive Closing and expire in accordance with their terms.  
No claim for indemnity may be made with respect to any 
expired representation or warranty; provided, that any 
representation or warranty the subject of a claim made prior 
to such expiration shall continue in full force and effect 
until the resolution of such claim.

     10.5 Limitation on Damages.  No claim for indemnity 
shall be made against the Company unless and until the 
aggregate of all Damages for which indemnity is sought by 
the Indemnified Parties exceeds $25,000 and then such 
indemnity shall apply to the first dollar of Damages.

                            ARTICLE 11
                    Purchaser's Indemnification

     11.1 Purchaser's Indemnification Liability.  Except to 
the extent otherwise specifically provided in this Agreement, 
Purchaser shall indemnify and hold the Company and its 
directors, officers, employees and agents harmless from and 
against any and all Damages arising out of or related to any 
misrepresentation, breach of warranty or nonfulfillment of any 
covenant or obligation on the part of Purchaser under this 
Agreement.

     11.2 Survival of Representations, Warranties and 
Covenants. The representations and warranties made by 
Purchaser in this Agreement shall survive Closing and shall 
expire on the third anniversary of the Closing Date.  The 
covenants made by Purchaser in this Agreement shall survive 
Closing and expire in accordance with their terms.  No claim 
for indemnity may be made with respect to any expired 
representation or warranty; provided, that any representation 
or warranty the subject of a claim made prior to such 
expiration shall continue in full force and effect until the 
resolution of such claim.

     11.3 Limitation on Damages.  No claim for indemnity 
shall be made against Purchaser unless and until the 
aggregate of all Damages for which indemnity is sought from 
the Company exceeds $25,000 and then such indemnity shall 
apply to the first dollar of Damages.

     11.4 Claims Procedure. The claims procedures in Section 
10.3 shall apply to claims for indemnification made under 
this Article 11, with appropriate changes to reflect the 
different parties involved.  

                           ARTICLE 12
                           Termination

     12.1 Termination.  This Agreement may be terminated 
only by mutual consent of the Company and Purchaser at any 
time, and by either Purchaser or the Company if the Closing 
shall not have occurred by November 30, 1995; provided, 
however, that Purchaser or the Company may not terminate 
this Agreement if the Closing has not occurred as of such 
date due to a breach by Purchaser, on the one hand, or the 
Company, on the other hand, of their respective obligations 
under this Agreement.  If this Agreement is terminated 
pursuant to this Section	12.1, this Agreement shall become 
void and shall have no effect, and no party hereto shall 
have any liability to any other party except for those 
provisions of this Agreement that by their terms survive 
such termination; provided, however, that in the event that 
this Agreement is terminated by Purchaser as a result of the 
Company's failure to satisfy any of the conditions identified 
in Sections 8.1, 8.2, 8.5, 8.6, 8.7, 8.9 or 8.12, Purchaser 
shall be entitled to recover from the Company all of 
Purchaser's reasonable costs, fees and expenses (including, 
without limitation, attorney fees and accountant fees) 
incurred by Purchaser in connection with this Agreement; 
provided, further, that in the event that this Agreement is 
terminated by the Company as a result of Purchaser's failure 
to satisfy any of the conditions identified in Sections 9.1, 
9.2, 9.4, 9.6 or 9.7, the Company shall be entitled to recover 
from Purchaser all of the Company's reasonable costs, fees and 
expenses (including, without limitation, attorney fees and 
accountant fees) incurred by the Company in connection with 
this Agreement. 

     12.2 Waiver of Conditions.  Subject to applicable law, 
(a) if any of the conditions specified in Article 8 has not 
been satisfied, Purchaser may waive such conditions and elect 
to proceed with Closing; and (b) if any of the conditions 
specified in Article 9 has not been satisfied, the Company may 
waive such conditions and elect to proceed with Closing.

                        ARTICLE 13
                   Additional Provisions

	13.1 Brokerage.  The Company represents and warrants to
Purchaser that the Company has not engaged the services of 
any broker or finder with respect to this Agreement or the 
transaction contemplated herein, except for Cruttenden Roth 
Incorporated, the fees and expenses of which are the sole 
responsibility of the Company.  The Company agrees to 
indemnify Purchaser for and hold it harmless from any claim 
for brokers' or finders' fees or compensation in connection 
with the transaction herein provided for by any person, firm 
or corporation claiming such a right because engaged by the 
Company.  Purchaser represents and warrants to the Company 
that it has not engaged the services of any broker or finder 
with respect to this Agreement or the transaction contemplated 
herein, and Purchaser agrees to indemnify the Company for and 
hold it harmless from any claim for brokers' or finders' fees 
or compensation in connection with the transaction herein 
provided for any person, firm or corporation claiming such a 
right because engaged by the Purchaser.

	13.2 Publicity.  Except as may be required by law, 
neither party shall release information or publicity to the 
media regarding this transaction without first providing a 
copy to the other party. Purchaser shall prepare the public 
announcements regarding this transaction and shall submit 
copies to the Company prior to release.

	13.3 Expenses.  Whether or not the transactions 
contemplated by this Agreement are consummated, Purchaser and 
the Company shall each pay their own expenses in connection 
with the transactions contemplated by this Agreement, 
including, without limitation the fees and expenses of their 
respective advisors, except as set forth in Section 12.1.  

	13.4 Litigation Expenses.  In the event of any 
litigation to enforce or interpret any of the provisions of 
this Agreement, the prevailing party shall recover and the 
other party shall pay the reasonable expenses of the 
prevailing party, including, without limitation, investigation 
costs, accountant fees and attorney fees incurred by the 
prevailing party in preparation of trial, at the trial and 
upon any appeals therefrom, as determined by the respective 
courts, in addition to all other sums to which the prevailing 
party may be entitled.

	13.5 Entire Agreement.  This Agreement and the attached
Exhibits, each of which is incorporated herein by reference, 
set forth the entire agreement and understanding between the 
parties as to the subject matter hereof, and supersede all 
prior discussions, agreements and understandings of every 
kind and nature between them.  No party shall be bound by 
any condition, definition, warranty or representation, other 
than expressly set forth or provided for in this Agreement, 
or as may be, on or subsequent to the date hereof, set forth 
in writing and signed by the party to be bound thereby.  
This Agreement may not be changed or modified, except by 
agreement in writing, signed by both parties hereto.

	13.6 Success and Assigns.  All the terms and provisions 
of this Agreement shall be binding upon and inure to the 
benefit of and be enforceable by the successors and assigns 
of the respective parties hereto.  Nothing contained herein, 
express or implied, is intended nor shall be construed to 
confer or give any person, firm or corporation other than 
the parties hereto, any rights or remedies under or by 
reason of the Agreement.

	13.7 Notices.  All notices or other communications 
which are required or permitted hereunder shall be 
sufficient if delivered personally, by facsimile (with 
confirmation copy simultaneously sent by first class mail, 
postage prepaid) or by registered or certified mail, postage 
prepaid, as follows:

	If to Purchaser:	Phoenix Gold International,                              
                               Inc.
                 		Attn: Timothy G. Johnson
                          9300 North Decatur Street 
                          Portland, Oregon 97203 
                          Telephone: (503) 288-2088 
                          Facsimile: (503) 978-3337
                       	with a copy to:	Kurt W. Ruttum
                          Tonkon, Torp, Galen, Marmaduke 
                          & Booth
                   		1600 Pioneer Tower
                          888 S. W. Fifth Avenue 
                          Portland, Oregon 97204 
                          Telephone: (503) 221-1440 
                          Facsimile: (503) 274-8779
	If to the Company:	Carver Corporation
                  		Attn: President and CEO
 		                 P.O. Box 1237 
                    Lynnwood, Washington 98046-1237                           
                    Telephone: (206) 775-1202 
                    Facsimile: (206) 670-3426
                    with a copy to:	Thomas S. Hodge
                    Heller, Ehrman, White & McAuliffe                          
                    6100 Columbia Center
                  	 701 Fifth Avenue
                    Seattle, Washington 98104-7098 
                    Telephone: (206) 447-0900 
                    Facsimile: (206) 447-0849

Any party may, by written notice to the other, change its 
address for purposes of this Agreement.

	13.8 Waiver.  Waiver by any party of the strict 
performance of any of the provisions of this Agreement shall 
not be construed as a waiver of, or prejudice that party's 
right to subsequently require strict performance of, the 
same or any other provision of this Agreement.

	13.9 Section Headings.  The headings of the sections of 
this Agreement are for the convenience of the parties only 
and shall not be construed as affecting the terms of this 
Agreement or be used in the interpretation of the terms of 
this Agreement.

	13.10 Counterparts.  This Agreement may be executed in 
counterparts.  When each party has signed at least one 
counterpart, the Agreement shall be fully binding.  Each 
counterpart shall be considered an original, and all of 
them, taken together, shall constitute a single agreement.

	13.11 Choice of Law; Venue.  This Agreement shall be 
interpreted in accordance with the laws of the state of 
Oregon without reference to conflicts of laws principles 
thereunder.  The parties agree that jurisdiction for 
resolving all disputes under this Agreement shall reside 
exclusively in the state and federal courts located within 
Multnomah County, Oregon to the exclusion of all other 
courts that might have jurisdiction absent this Section.  

		IN WITNESS WHEREOF, the parties hereto have caused 
this Agreement to be executed as of the day and year first 
above written.

Purchaser:	PHOENIX GOLD INTERNATIONAL, INC.

By:___________________________ 
Title: _______________________

The Company:	CARVER CORPORATION

By:___________________________ 
Title: _______________________


PART NUMBER        DESCRIPTION

                   PT Series

608-00622-01A      PT-1250 120V
608-00622-13A      PT-1250 Mono
608-00622-01B      PR-1250 120V - B STOCK

                   CA Series

608-00630-01A      CA-900 120V

608-00607-05A      CA-400 Euro
608-00607-26A      CA-400 UL/CSA
608-00607-01B      CA-400 120V - B STOCK

608-00605-18A      CA-120 CLA
608-00605-05A      CA-120 Euro

                   PM Series

608-00627-01A      PM-950 120V
608-00627-05A      PM-950 Euro
608-00627-19A      PM-950 Korea
608-00627-21A      PM-950 100V
608-00627-45A      PM-950 Euro CE

608-00626-01A      PM-700 120V
608-00626-05A      PM-700 Euro
608-00626-19A      PM-700 Korea
608-00626-21A      PM-700 100V
608-00626-45A      PM-700 Euro CE

608-00608-05A      PM-420 Euro
608-00608-18A      PM-420 CLA
608-00608-19A      PM-420 Korea
608-00608-45A      PM-420 Euro CE

608-00606-05A      PM-125 Euro
608-00606-18A      PM-125 CLA
608-00606-45A      PM-125 Euro CE
608-00606-05B      PM-125 Euro - B STOCK

                   OEM Amps

608-00607-15A      Walker Tech 120V

                   Claire Bros CBA-1000
608-00619-05A        Stereo Euro
608-00619-10A        Stereo Inverted
608-00619-11A        Mono Inverted
608-00619-12A        Stereo
608-00619-13A        Mono

                   Pro Source Series

609-00654-01A      PSC-60 Pre-amp/Tuner UL
609-00654-05A      PSC-60 Pre-amp/Tuner Euro
609-00653-01A      PSC-50 Pre-amp/UL
609-00653-05A      PSC-50 Pre-amp Euro
609-00653-01B      PSC-50 Pre-amp UL - B Stock

                   Accessories

608-0611-01A       XO-450 Transformer (PM 700/950)
608-0634-01A       at-2 Attenuator
608-0635-01A       cx-2 Crossover
608-0642-01A       XO-200A Transformer
608-0643-01A       XO-450A Transformer
608-00782-01A      Front Panel Kits
NONE               Xformer Kit for PM line


Acquired Contracts

1.  License for the Manufacture and Distribution of Lone 
Wolf Proprietary Circuit Designs with Lone Wolf, Inc. dated 
as of August 11, 1994

2.  License for MediaLink Communication Protocol effective 
August 7, 1992 with Lone Wolf, Inc.

3.  Walker Technical Purchase Agreement (Agreement No. 
REV:051395) dated as of May 143, 1995 with Walker Technical 
Company

4.  The purchase orders given to the Company by its 
customers identified in Attachment 3.11 of Disclosure 
Schedule 1

5.  Carver Professional Dealer Agreements entered into with 
the dealers identified in Attachment 3.1 of Disclosure 
Schedule 1

6.  Carver Professional Independent Sales Representative 
Agreements entered into with representatives identified in 
Attachment 3.2 of Disclosure Schedule 1


CARVER PROFESSIONAL PRODUCT COMPLIANCE CHART 11/2/95

PART NO.         PRODUCT			    COMPLIANCE TYPE 	

                 PT Series

608-00622-01A    PT-1250             
608-00622-13A    PT-1250 Mono

608-00140-05A    PT-2400 Euro
608-00140-26A    PT-2400 UL/CSA          UL1419; CSA  
608-00140-45A    PT-2400 Euro CE         EN55013*

608-00135-01A    PT-1800 120V
608-00135-05A    PT-1800 Euro

                 CA Series

608-00630-01A    CA-900 120V
608-00630-01B    CA-900 B Stock
608-00630-26A    CA-900 UL/CSA           UL813*; CSA*            

608-00607-05A    CA-400 Euro
608-00607-26A    CA-400 UL/CSA           UL813; CSA
608-00607-01B    CA-400 B Stock

                 PM Series

608-00628-19A    PM-1400 Korea
608-00628-21A    PM-1400 100V
608-00628-25A    PM-1400 Euro TUV/CE   EN55013,60065,50082-1
608-00628-26A    PM-1400 UL/CSA          UL1419; CSA  

608-00627-01A    PM-950 120V
608-00627-05A    PM-950 Euro
608-00627-19A    PM-950 Korea
608-00627-21A    PM-950 100V
608-00627-45A    PM-950 Euro CE          EN55013

608-00626-01A    PM-700 120V
608-00626-05A    PM-700 Euro
608-00626-19A    PM-700 Korea
608-00626-21A    PM-700 100V
608-00626-45A    PM-700 Euro CE          EN55013

608-00608-05A    PM-420 Euro
608-00608-18A    PM-420 CLA            CLA EXPIRES 1/4/96  
608-00608-19A    PM-420 Korea
608-00608-45A    PM-420 Euro CE          EN55013

608-00606-05A    PM-125 Euro
608-00606-18A    PM-125 CLA            CLA EXPIRES 12/29/95
608-00606-45A    PM-125 Euro CE          EN55013
608-00606-05B    PM-125 Euro B Stock

                 OEM Amps

608-00607-15A    Walker Tech 120V

                 Claire Bros CBA-1000
608-00619-05A      Stereo Euro
608-00619-10A      Stereo Inverted
608-00619-11A      Mono Inverted
608-00619-12A      Stereo
608-00619-13       Mono

                 Bose

608-00644-21A    Bose 1800V-100V                    
608-00644-26A    Bose 1800V-120V         UL1419; CSA
608-00644-25A    Bose 1800V-Euro       EN55013,60065,50082-1  
 
                 Pro Source 

609-00654-01A    PSC-60 Pre-amp/Tuner    UL1270
609-00654-05A    PSC-60 Euro
609-00653-01     PSC-50 Pre-amp          UL1270
609-00653-05A    PSC-50 Pre-amp Euro


*This product is approved, but has not been manufactured.

Standard Definitions

UL1419     Underwriters Laboratory Inc., 
           Professional Audio Equipment
UL813      Underwriters Laboratory Inc.,
           Commercial Audio Equipment
UL1270     Underwriters Laboratory Inc.,
           Consumer Audio Equipment
CSA        Canadian Standards Association
CLA        City of Los Angeles
EN55013    Technical Regulation of EMC                                  
           Directive 89/336/EEC
EN60065    Technical Regulation of Low Voltage
           Directive 73/23/EEC
En50082-1  Immunity Standard for Residential,                    
           Commerical, and Light Industrial


                                                   PURCHASE
PART NUMBER        DESCRIPTION                    PRICE/UNIT 

                   PT Series

608-00140-05A      PT-2400 Euro                      399.21
608-00140-26A      PT-2400 UL/CSA                    400.64

608-00135-05A      PT-1800 Euro                      384.27
608-00135-26A      PT-1800 UL/CSA                    385.51

608-00622-01A      PT-1250 120V                      227.09
608-00622-13A      PT-1250 Mono                      221.28 
608-00622-01B      PR-1250 120V-B Stock              227.09 

                   CA Series

608-00630-01A      CA-900 120V                       211.38

608-00607-05A      CA-400 Euro                       131.89 
608-00607-26A      CA-400 UL/CSA                     133.73
608-00607-01B      CA-400 120V-B Stock               133.73 

608-00605-18A      CA-120 CLA                        107.77 
608-00605-05A      CA-120 Euro                       106.98

                   PM Series

608-00628-19A      PM-1400 Korea                      239.50
608-00628-21A      PM-1400 100V                       239.50
608-00628-25A      PM-1400 Euro TUV                   257.48
608-00628-26A      PM-1400 UL/CSA                     241.43

608-00627-01A      PM-950 120V                        206.05
608-00627-05A      PM-950 Euro                        207.23
608-00627-19A      PM-950 Korea                       216.57
608-00627-21A      PM-950 100V                        210.45
608-00627-45A      PM-950 Euro CE                     207.23

608-00626-01A      PM-700 120V                        201.72
608-00626-05A      PM-700 Euro                        203.23  
608-00626-19A      PM-700 Korea                       203.23
608-00626-21A      PM-700 100V                        201.72
608-00626-45A      PM-700 Euro CE                     203.23

608-00608-05A      PM-420 Euro                        134.14
608-00608-18A      PM-420 CLA                                            
124.29
608-00608-19A      PM-420 Korea                       134.14  
608-00608-45A      PM-420 Euro CE                     134.14

608-00606-05A      PM-125 Euro                                           
114.08
608-00606-18A      PM-125 CLA                         112.51
608-00606-45A      PM-125 Euro CE                     114.08
608-00606-05B      PM-125 Euro-B Stock                114.08

                   OEM Amps

608-00644-21A      Bose 1800V-100V                    234.74
608-00644-26A      Bose 1800V-120V UL/CSA                                
235.98
608-00644-25A      Bose 1800V-Euro CE                 250.16

608-00607-15A      Walker Tech 120V                   124.29

                   Claire Bros CBA-1000
608-00619-05A        Stereo Euro                      221.04
608-00619-10A        Stereo Inverted                  209.36
608-00619-11A        Mono Inverted                    225.35
608-00619-12A        Stereo                           223.93
608-00619-13A        Mono                             221.28

                   Pro Source Series

609-00654-01A      PSC-60 Pre-amp/Tuner UL            260.00
609-00654-05A      PSC-60 Pre-amp/Tuner Euro          260.00
609-00653-01A      PSC-50 Pre-amp/UL                  222.32  
609-00653-05A      PSC-50 Pre-amp Euro                222.32
609-00653-01B      PSC-50 Pre-amp UL-B Stock          222.32

                   Accessories

608-0611-01A       XO-450 Transformer (PM 700/950)     38.78
608-0634-01A       at-2 Attenuator                      7.67
608-0635-01A       cx-2 Crossover                      10.16
608-0642-01A       XO-200A Transformer                 26.89
608-0643-01A       XO-450A Transformer                 38.78
608-00782-01A      Front Panel Kits (Pkg of 10 ea.)   167.93
NONE               Xformer Kit for PM line             41.36


                        EXHIBIT 2.2
                      AMENDMENT NO. 1
                            TO
                  ASSET PURCHASE AGREEMENT

This Amendment No. 1 (this "Amendment"), dated as of 
November 20, 1995, is made and entered into by and between 
Phoenix Gold International, Inc. ("Purchaser") and 
CarverCorporation (the "Company").

                         BACKGROUND

Purchaser and the Company are parties to that certain Asset 
Purchase Agreement dated as of November 20, 1995 (the 
"Agreement").  Purchaser and the Company desire to amend the 
Agreement as set forth herein.  All capitalized terms used 
in this Amendment not otherwise defined herein shall have 
the meanings ascribed to them in the Agreement.

                         AGREEMENT

The parties agree as follows:

1.	Assets.  The Assets shall include the Company's rights 
and information licensed under that certain License 
Agreement effective June 1, 1980 between the Company and 
Carver Technology Development, Inc. (the "License 
Agreement").  All references in the Agreement to such rights 
and information not being part of the Assets are hereby 
deleted.  For all purposes of the Agreement, term "Products" 
shall be deemed to include the Manufactured Products

2.	Purchase Price.  The Purchase Price is hereby increased 
by $2,022,848 to a total of $200,000.  All of such increased 
Purchase Price shall be paid in full upon execution of this 
Amendment.

3.	No Other Modifications.  Except as specifically 
modified by this Amendment, the Agreement shall remain 
unchanged and in full force.


CARVER CORPORATION			PHOENIX GOLD INTL, INC.


By______________________	     By__________________________
   Robert A. Fulton	      	  Timothy G. Johnson
   President and CEO		  Executive Vice President

                         EXHIBIT 2.3
                      LICENSE AGREEMENT

          THIS AGREEMENT, dated as of November 20, 1995, is
between CARVER CORPORATION, a Washington corporation 
("Carver"), and PHOENIX GOLD INTERNATIONAL, INC., an Oregon 
corporation ("Phoenix Gold").

                           Background

          Carver and Phoenix Gold are parties to that certain
Asset Purchase Agreement dated as of November 20, 1995 (the
"Purchase Agreement") under which Carver agreed to grant 
Phoenix Gold licenses with respect to certain intellectual 
property.  All capitalized terms not otherwise defined in this 
Agreement shall have the meanings ascribed to them in the 
Purchase Agreement.

                            Agreement

          For valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties 
agree as follows:

          1.   Grant of License to U.S. Patent No. 5,396,194    
and Other Intellectual Property.  

          (a) Carver hereby grants to Phoenix Gold the 
          perpetual,irrevocable, non-exclusive, paid-up, 
          worldwide right and license to (i) use the Licensed  
          Technology (defined below) in connection with the 
          development, manufacture, use, sale, rental, lease,  
          donation or other transfer of any product utilizing 
          the Licensed Technology, in whole or in part, and
          (ii) practice the inventions covered by any claim or 
          claims of the patents and patent rights included              
          within the Licensed Technology in connection with 
          the development,manufacture, use, sale, rental, 
          lease, donation or other transfer of any product.

          (b) For purposes of this Agreement, "Licensed
          Technology" means all patents and patent rights  
          owned by Carver that as of the date of this 
          Agreement are used or useful in connection with the 
          design, manufacture, marketing or sale of any of the 
          Products (including, without limitation, United  
          States Patent Number 5,396,194 (dated March 7, 
          1995)); provided, however, that the Licensed     
          Technology shall not include United States Patent 
          Number 4,808,946 (dated February 28, 1989), which 
          patent is simultaneously being assigned to Phoenix 
          Gold.  
     
          (c) Phoenix Gold shall have the right to subcontract
          the manufacture of all or any portion of any  
          products using any of the Licensed Technology to 
          another entity upon suchterms and conditions as 
          shall be acceptable to Phoenix Gold without the  
          necessity of obtaining any consent of Carver,
          provided that no such entity shall, by virtue of  
          such subcontracting, acquire any proprietary rights 
          in the Licensed Technology.

          (d)  All patents issued with respect to the Licensed
          Technology shall be the sole and exclusive property 
          of Carver, subject to the license granted pursuant 
          to this Section.  Carver shall, upon demand, execute  
          and deliver to Phoenix Gold such documents as may be 
          deemed necessary or advisable by counsel for Phoenix 
          Gold for filing in the appropriate patent offices to 
          evidence the granting of the license pursuant to 
          this Section.

          2.   Carver Professional Name.  

          (a) Carver hereby grants to Phoenix Gold the 
           exclusive, irrevocable, personal, non-transferable, 
           paid-up license to use the name "Carver 
           Professional" (the "Licensed Mark") for five years 
           following the date of this Agreement; provided,
           however, that such license shall be revocable (a) 
           upon the failure of Phoenix Gold to pay to Carver 
           the Deferred Purchase Price when due, subject to   
           Phoenix Gold's offset rights under the Purchase  
           Agreement or the Manufacturing Agreement, (b) upon 
           a final judicial determination that Phoenix Gold 
           has used the Licensed Mark in a manner that  
           materially disparages the tradename "Carver" or (c) 
           upon a final judicial determination that the 
           products manufactured and sold by Phoenix Gold to 
           which the Licensed Mark is affixed are not of               
           substantially similar quality of design,   
           materials and workmanship as the Products as 
           manufactured and sold by Carver at the Closing 
           Date.

          (b) Phoenix Gold shall indemnify and hold harmless
          Carver and its officers, employees and agents from 
          any and all claims, demands, causes of action, and 
          Damages (including, without limitation, product 
          liability) made or incurred by purchasers of 
          products (i) that were manufactured by Phoenix Gold 
          after Closing, (ii) that were subsequently sold by 
          Phoenix Gold and (iii) to which Phoenix Gold affixed 
          the Licensed Mark.  The claims procedures in    
          Section 10.3 of the Purchase Agreement shall apply 
          to claims for indemnification made under this 
          Section 2.  Phoenix Gold's obligations under this 
          subsection (b) shall terminate upon the termination 
          or revocation of the license granted under this 
          Section 2.  No claim for indemnity shall be made
          against Phoenix Gold under this Section 2 unless and 
          until the aggregate of all Damages for which such 
          indemnity is sought exceed $25,000 and then such 
          indemnity shall apply to the first dollar of 
          Damages.

          (c) In addition to any other rights Phoenix Gold
           may have against Carver at law or in equity, if (i)
           Carver fails to deliver Products or raw materials 
           to Phoenix Gold in accordance with the terms of 
           that certain Manufacturing Agreement entered into 
           as of the date hereof, (ii) such failure is not 
           excused under Section 10.8 of such Manufacturing 
           Agreement, and (iii)such nonexcused failure 
           continues for 30 days, then (x)the grant of the 
           Licensed Mark made in Section 2(a)hereof shall  
           automatically become perpetual, irrevocable and 
           transferable (and will remain fully paid up) and 
           (z) Section 2(b) hereof shall automatically 
           terminate and be of no force or effect.

          3.   Assignment and License of Miscellaneous Rights. 
Carver hereby assigns to Phoenix Gold all of Carver's rights 
in all other assumed business names, trademarks and trademark
rights, service marks and service mark rights, service names 
and service name rights, copyrights and copyright rights and 
other proprietary intellectual property rights and all pending
applications for and registrations of any of the foregoing 
that are used as of the date of this Agreement in connection 
with the design, manufacture, marketing or sale of any of the 
Products (collectively, the "Miscellaneous Rights").  Carver 
hereby grants to Phoenix Gold a perpetual, irrevocable, non-
exclusive, paid-up, worldwide right and license to use the 
Miscellaneous Rights in connection with the development, 
manufacture, use, sale, rental, lease, donation or other 
transfer of any of the Manufactured Products.  Notwithstanding 
the foregoing, no assignment or license made in this Section 3 
shall apply with respect to any of Carver's rights under that 
certain License Agreement dated as of June 1, 1980 between 
Carver and Carver Technology Development, Inc.

          4.  Royalties.  Phoenix Gold shall be liable for no
royalties with respect to the licenses granted in this 
Agreement.

          5.   Successors.  This Agreement shall bind and 
inure to the benefit of the parties and their respective 
successors and assigns; provided, however, that Phoenix Gold 
cannot assign the license granted in Section 2 without 
Carver's prior written consent, which consent shall not be 
unreasonably withheld.

           6.  Litigation Expenses.  In the event of any liti-
gation to enforce or interpret any of the provisions of this
Agreement, the prevailing party shall recover and the other 
party shall pay the reasonable expenses of the prevailing 
party, including, without limitation, investigation costs, 
accountant fees and attorney fees incurred by the prevailing 
party in preparation of trial, at trial and upon any appeals 
therefrom, as determined by the respective courts, in addition 
to all other sums to which the prevailing party may be 
entitled.

          7.   Section Headings.  The headings of the sections 
of this Agreement are for the convenience of the parties only 
and shall not be construed as affecting the terms of this 
Agreement or be used in the interpretation of the terms of 
this Agreement.

          8.  Choice of Law; Venue.  This Agreement shall be
interpreted in accordance with the laws of the state of Oregon
without reference to conflicts of laws principles thereunder. 
The parties agree that jurisdiction for resolving all disputes
under this Agreement shall reside exclusively in the state and
federal courts located within Multnomah County, Oregon to the
exclusion of all other courts that might have jurisdiction 
absent this Section.  
    
          IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first set forth above.  
                         
PHOENIX GOLD INTERNATIONAL, INC.


By:___________________________
Title: _______________________

CARVER CORPORATION


By:___________________________
Title: _______________________