THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT

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Exhibit 2.3

THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT

        THIS THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is made as of the 21st day of February, 2003, by and among SUN MACKIE, LLC, a Delaware limited liability company, MACKIE DESIGNS INC., a Washington corporation, XXXXXXX XXXXXX, on behalf of himself and as sole trustee of the Xxxxx Xxxxxx Irrevocable Trust, the Xxxxxxxx Xxxxxx Irrevocable Trust, the Xxxxxxxxx Xxxxx Irrevocable Trust, and the Xxxxxxxx Xxxxxxx Irrevocable Trust, and C. XXXXXX XXXXXXXX and XXXXXX X. XXXXXXXX, as co-trustees of the Children of Xxxxxx Xxxx Xxxxxxxx Irrevocable Trust, the Children of Xxxxx Xxxxx Xxxxx Irrevocable Trust, the Children of Xxxxxxxx Xxxx Xxxxxx Irrevocable Trust, the Xxxxxx Xxxx Xxxxxxxx Irrevocable Trust, the Xxxxx Xxxxx Xxxxx Irrevocable Trust, the Xxxxxxxx Xxxx Xxxxxx Irrevocable Trust, and the Xxxxxxxx Family Trust. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Original Agreement.

        WHEREAS, the parties hereto are parties to that certain Stock Purchase Agreement (as amended by the terms of the First Amendment (as defined below) and the Second Amendment (as defined below), the "Original Agreement"), dated as of January 16, 2003, pursuant to which the Purchaser has agreed to purchase certain shares of the Company's Common Stock from the Company, the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers;

        WHEREAS, the parties hereto are parties to that certain First Amendment to Stock Purchase Agreement (the "First Amendment"), dated as of February 7, 2003, pursuant to which the parties made certain amendments to the terms of the Purchase Agreement;

        WHEREAS, the parties hereto are parties to that certain Second Amendment to Stock Purchase Agreement (the "Second Amendment"), dated as of February 13, 2003, pursuant to which the parties made certain amendments to the terms of the Purchase Agreement; and

        WHEREAS, the parties hereto now desire to make certain changes to the provisions of the Original Agreement.

        NOW, THEREFORE, the parties hereto agree as follows:

        1.    Number of Company Shares.

(a)

The reference to 2,391,012 in the first WHEREAS clause of the preamble of the Original Agreement is hereby changed to 6,935,680.



(b)

The reference to 2,391,012 in Section 2.1(a) of the Original Agreement is hereby changed to 6,935,680.



(c)

The reference to $2.63 in Section 2.1(b) of the Original Agreement is hereby changed to "approximately $0.905838."



(d)

The reference to sixty-six percent (66%) in Section 5.3(c) of the Original Agreement is hereby changed to seventy-four percent (74%) and the reference to fifty-two percent in Section 5.3(c) of the Original Agreement is hereby changed to sixty-one percent (61%).



(e)

The reference to $1.02 in Section 8.6(b) of the Original Agreement is hereby changed to $0.90.

        2.    Original Agreement.    The Original Agreement, as amended pursuant to the terms of this Amendment, shall continue in full force and effect after the date of this Amendment.

*        *        *        *        *

        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

		SUN MACKIE, LLC
		By:	/s/  XXXXX X. XXXXXXX Name:    Xxxxx X. Xxxxxxx Its:    Vice President
		MACKIE DESIGNS INC.
		By:	/s/  XXXXX X. XXXXX Name:    Xxxxx X. Xxxxx Its:    President and CEO
		XXXXXXX X. XXXXXX, individually
		/s/  XXXXXXX X. XXXXXX
		XXXXX XXXXXX IRREVOCABLE TRUST
		By:	/s/  XXXXXXX X. XXXXXX Name:    Xxxxxxx X. Xxxxxx Its:    Trustee
		XXXXXXXX XXXXXX IRREVOCABLE TRUST
		By:	/s/  XXXXXXX X. XXXXXX Name:    Xxxxxxx X. Xxxxxx Its:    Trustee
		XXXXXXXX XXXXXXX IRREVOCABLE TRUST
		By:	/s/  XXXXXXX X. XXXXXX Name:    Xxxxxxx X. Xxxxxx Its:    Trustee
		XXXXXXXXX XXXXX IRREVOCABLE TRUST
		By:	/s/  XXXXXXX X. XXXXXX Name:    Xxxxxxx X. Xxxxxx Its:    Trustee

		CHILDREN OF XXXXXX XXXX XXXXXXXX IRREVOCABLE TRUST
		By:	/s/  C. XXXXXX XXXXXXXX Name:    C. Xxxxxx Xxxxxxxx Its:    Trustee
		By:	/s/  XXXXXX X. XXXXXXXX Name:    Xxxxxx X. Xxxxxxxx Its:    Trustee
		CHILDREN OF XXXXX XXXXX XXXXX IRREVOCABLE TRUST
		By:	/s/  C. XXXXXX XXXXXXXX Name:    C. Xxxxxx Xxxxxxxx Its:    Trustee
		By:	/s/  XXXXXX X. XXXXXXXX Name:    Xxxxxx X. Xxxxxxxx Its:    Trustee
		CHILDREN OF XXXXXXXX XXXX XXXXXX IRREVOCABLE TRUST
		By:	/s/  C. XXXXXX XXXXXXXX Name:    C. Xxxxxx Xxxxxxxx Its:    Trustee
		By:	/s/  XXXXXX X. XXXXXXXX Name:    Xxxxxx X. Xxxxxxxx Its:    Trustee
		XXXXXX XXXX XXXXXXXX IRREVOCABLE TRUST
		By:	/s/  C. XXXXXX XXXXXXXX Name:    C. Xxxxxx Xxxxxxxx Its:    Trustee
		By:	/s/  XXXXXX X. XXXXXXXX Name:    Xxxxxx X. Xxxxxxxx Its:    Trustee

		XXXXX XXXXX XXXXX IRREVOCABLE TRUST
		By:	/s/  C. XXXXXX XXXXXXXX Name:    C. Xxxxxx Xxxxxxxx Its:    Trustee
		By:	/s/  XXXXXX X. XXXXXXXX Name:    Xxxxxx X. Xxxxxxxx Its:    Trustee
		XXXXXXXX XXXX XXXXXX IRREVOCABLE TRUST
		By:	/s/  C. XXXXXX XXXXXXXX Name:    C. Xxxxxx Xxxxxxxx Its:    Trustee
		By:	/s/  XXXXXX X. XXXXXXXX Name:    Xxxxxx X. Xxxxxxxx Its:    Trustee
		XXXXXXXX FAMILY TRUST
		By:	/s/  C. XXXXXX XXXXXXXX Name:    C. Xxxxxx Xxxxxxxx Its:    Trustee
		By:	/s/  XXXXXX X. XXXXXXXX Name:    Xxxxxx X. Xxxxxxxx Its:    Trustee

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THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT