SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K


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



Date of Report (date of earliest event reported): May 29, 2002



                              AUDIOVOX CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



DELAWARE                                    1-9532               13-1964841
--------------------------------------------------------------------------------
(State or other jurisdiction                (Commission        (IRS Employer
 of Incorporation or                        File Number)         Identification
 organization)                                                   Number)



150 Marcus Boulevard, Hauppauge, New York                      11788
--------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)



Registrant's telephone number, including area code:         (631) 231-7750
                                                            ----------------



                                      NONE
            (Former name, former address and former fiscal year, if
                           changed since last report)

                                     Page 1



<PAGE>




Item 5.        Other Events

     On May 29,  2002,  Audiovox  Corporation  (the  "Company")  announced  that
Toshiba Corporation ("Toshiba") increased its minority interest in the Company's
wireless subsidiary,  Audiovox Communications Corp. ("ACC") to 25%. ACC received
$32 million from  Toshiba for the  additional  shares of ACC bringing  Toshiba's
ownership to 25% and an $8.1 million Subordinated Convertible Note of ACC.

     As  part  of  the  transaction,   ACC  and  Toshiba  have  entered  into  a
Distribution  Agreement pursuant to which ACC, among other things,  will receive
thirty-day  trade terms and sell  Toshiba  Communications  Company  products for
carrier channels on an exclusive basis in North and South America.

     In  addition,  the  Company  gave ACC a  non-exclusive  license  to use the
Audiovox  name in  connection  with its sale of  products  in  North  and  South
America. ACC and its Chief Executive Officer and President,  Philip Christopher,
also entered into an  employment  agreement in  connection  with the sale of the
minority interest to Toshiba.

     In  connection  with the  foregoing,  the  Company  entered  into the Sixth
Amendment  and  Consent,  dated as of May 28,  2002 to the  Fourth  Amended  and
Restated Credit  Agreement,  dated as of July 28, 1999 (as amended,  the "Credit
Agreement")  among Audiovox  Corporation,  the several banks and other financial
institutions  from time to time  parties  thereto (the  "Lenders")  and JPMorgan
Chase Bank,  as  administrative  and  collateral  agent for the Lenders (in such
capacity,  the "Agent").  The Sixth  Amendment and Consent,  among other things,
provided for the issuance to the subordinated note to Toshiba  Corporation,  the
sale or issuance  of the  Capital  Stock of  Audiovox  Communications  Corp.  to
Toshiba   Corporation   and  the  release  of  the  Capital  Stock  of  Audiovox
Communications Corp. from the Lien of the Agent.


Item 7.           Exhibits.

99.1     Press release dated May 29, 2002, of Audiovox Corporation

                                     Page 2



<PAGE>



99.2     Securities Purchase Agreement made and entered into as of
         May 29, 2002, by and among Toshiba Corporation, Audiovox
         Communications Corp. and Audiovox Corporation

99.3     Stockholders Agreement made and entered into as of May 29, 2002,
         by and among Toshiba Corporation, Audiovox Communications Corp.
         and Audiovox Corporation

99.4     Distribution Agreement made and entered into as of May 29, 2002, by and
         between Toshiba Corporation and Audiovox Communications Corp.

99.5     Non-Negotiable Subordinated Convertible Promissory Note dated
         May 31, 2002 by Audiovox Communications Corp. in favor of
         Toshiba Corporation

99.6     Employment Agreement effective as of May 29, 2002 by and among
         Audiovox Communications Corp., Philip Christopher and Audiovox
         Corporation

99.7     Trademark License Agreement made as of May 29, 2002 between
         Audiovox Corporation and Audiovox Communications Corp.

99.8     Non-Negotiable Demand Note dated May 29, 2002 by Audiovox
         Communications Corp. in favor of Audiovox Corporation

99.9     Amended and Restated Certificate of Incorporation of Audiovox
         Communications Corp.

99.10    Sixth  Amendment  and  Consent,  dated as of May 28, 2002 to the Fourth
         Amended and Restated  Credit  Agreement,  dated as of July 28, 1999 (as
         amended)  among  Audiovox  Corporation,  the  several  banks  and other
         financial  institutions from time to time parties thereto (collectively
         the  "Lenders")  and  JPMorgan  Chase  Bank,  as   administrative   and
         collateral agent for the Lenders

                                     Page 3



<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company has duly caused this report to be signed on it behalf by the undersigned
hereunto duly authorized.

                                                AUDIOVOX CORPORATION


Dated:  June 5, 2002                            By:  s/ Charles M. Stoehr
                                                     ---------------------------
                                                     Charles M. Stoehr
                                                     Senior Vice President and
                                                         Chief Financial Officer

                                     Page 4

















          TOSHIBA INCREASES INVESTMENT IN AUDIOVOX WIRELESS SUBSIDIARY


Hauppauge,  NY, May 29,  2002 ...  Audiovox  Corporation  (Nasdaq:  VOXX)  today
announced that Toshiba  Corporation  has increased its minority  interest in the
Company's  wireless  subsidiary,  Audiovox  Communications  Corp. (ACC), to 25%.
Toshiba has held a 5% interest  in ACC since 1999.  As part of the  transaction,
ACC and Toshiba  Corporation  have entered into a distribution  agreement  under
which ACC will, among other things, sell Toshiba Mobile  Communications  Company
products  for  carrier  channels,  on an  exclusive  basis,  in North  and South
America.  In  addition,  the  Toshiba  brand  name will be on  certain  wireless
products sold by ACC.

Under the financial terms of the transaction,  Toshiba Corporation has acquired,
for aggregate  consideration of $32 million,  additional  shares of ACC bringing
its current ownership to 25% and an $8.1 million  Subordinated  Convertible Note
of ACC.

Commenting  on the  announcement,  John Shalam,  Chairman,  President and CEO of
Audiovox  Corporation  said, "We began our partnership with Toshiba back in 1984
when together we were among the first companies to enter the cellular  industry.
Over the years that  partnership  has provided us with the
  technology  that has
helped us achieve a  leadership  position in the  wireless  industry.  I am very
pleased that Toshiba  Corporation  has chosen to increase its  investment in our
company.  It is indicative of Toshiba's  commitment to our marketing  strategies
and  distribution.  I believe that we are now  stronger  than ever and that this
investment  should  allow  us to  compete  more  effectively  in the  fast-paced
wireless market."

Philip Christopher,  President and CEO of Audiovox  Communications Corp. stated,
"Success  in the  wireless  market  today  depends  more and  more on  strategic
alliances that combine the key elements of technology and distribution.  Toshiba
provides  us with access to  technology  that  should  prove  valuable as the 3G
market develops."

Christopher further stated, "The addition of the well known Toshiba brand to our
product  line should  help us increase  market  share,  particularly  in the new
personal  digital  assistant (PDA) products as Toshiba has a solid reputation in
the PC market." "

Mr. Tetsuya  Mizoguchi,  President of Toshiba's  Mobile  Communications  Company
stated,  "With our  technology  tied  firmly  together  with  Audiovox's  strong
marketing and sales force, we expect this

                                  Exhibit 99.1
                                        1



<PAGE>


enhanced  partnership  to strengthen our  competitiveness  in the CDMA market in
which we have been participating  from the very beginning.  We are excited about
our future together with Audiovox as our strategic partner."

TOSHIBA INCREASES INVESTMENT....

Berenson Minella & Company served as financial  advisor to Audiovox  Corporation
and  Goldman  Sachs  (Japan)  Ltd.  served  as  financial   advisor  to  Toshiba
Corporation in connection with this transaction.

Audiovox  Corporation  is an  international  leader in the marketing of cellular
telephones,  vehicle security,  mobile video,  autosound  systems,  and consumer
electronics products. The Company conducts its business through two subsidiaries
and markets its products both  domestically  and  internationally  under its own
brands. It also functions as an OEM (Original Equipment  Manufacturer)  supplier
to several customers.  For additional information,  please visit Audiovox on the
Web at http://www.audiovox.com.

Toshiba  Corporation  is a leader in  information  and  communications  systems,
electronic components,  consumer products and power systems. Worldwide,  Toshiba
employs  over  176,000  employees,  and  generates  annual  sales of over  US$40
billion.   Toshiba's  Mobile  Communications   Company  delivers  solutions  and
innovations in cellular systems and personal digital assistants. Visit Toshiba's
website at http://www.toshiba.co.jp/index.htm.

Except for historical  information  contained  herein,  statements  made in this
release that would  constitute  forward-looking  statements may involve  certain
risks such as our ability to keep pace with technological advances,  significant
competition in the wireless, mobile and consumer electronics businesses, quality
and consumer acceptance of newly introduced products, our relationships with key
suppliers and customers, market volatility,  non-availability of product, excess
inventory,  price and product competition,  new product  introductions and other
risks  detailed in the  Company's  Quarterly  Report on Form 10-Q for the period
ended  February 28 2002 and in the Company's  Annual Report on Form 10-K for the
fiscal year ended November 30, 2001. These factors among others may cause actual
results to differ materially from the results  suggested in the  forward-looking
statements.

                                  Exhibit 99.1
                                        2






                          SECURITIES PURCHASE AGREEMENT

     THIS SECURITIES  PURCHASE  AGREEMENT (this "AGREEMENT") is made and entered
into  as  of  May  29,  2002  by  and  among  TOSHIBA  CORPORATION,  a  Japanese
corporation,  acting  through  its Mobile  Communications  Company  ("TOSHIBA"),
AUDIOVOX  COMMUNICATIONS  CORP., a Delaware  corporation  ("ACC"),  and AUDIOVOX
CORPORATION, a Delaware corporation ("AUDIOVOX").  Toshiba, ACC and Audiovox are
referred to herein  collectively  as the  "PARTIES" and each  individually  as a
"PARTY".

                                    RECITALS

     A.  Toshiba  desires  to  purchase  shares  of Class B Common  Stock  and a
convertible  promissory  note from ACC,  and ACC  desires to issue and sell such
securities  to  Toshiba,  on the terms and subject to the  conditions  set forth
herein.

     B. Certain  terms used herein have the meanings set forth for such terms in
the text of this Agreement or in Annex I hereto.

     NOW,  THEREFORE,  for valuable  consideration,  the receipt and adequacy of
which are hereby acknowledged, the Parties hereby agree as follows:

                                    AGREEMENT

1.       PURCHASE AND SALE OF THE SHARES AND THE NOTE.

     Subject to the terms and conditions hereof, at the Closing,  ACC shall sell
and issue to Toshiba, and Toshiba shall subscribe for and purchase from ACC, (a)
30.877192  shares (the "SHARES") of ACC's Class
 B Common Stock, no par value per
share ("CLASS B COMMON STOCK"), and (b) a Convertible  Promissory Note dated the
date that ACC  receives  the Purchase  Price  pursuant to Section  2.2(b) in the
principal amount of $8,106,667 (the "NOTE"),  which note shall be in the form of
Exhibit  1. The  aggregate  purchase  price for the Shares and the Note shall be
Thirty-two Million Dollars  ($32,000,000) (the "PURCHASE PRICE"),  consisting of
an aggregate  purchase price of $23,893,333  for the Shares and a purchase price
of $8,106,667  for the Note.  The Purchase Price shall be payable in cash at the
Closing as provided in Section 2.2(b).

2.       THE CLOSING.

     2.1 THE  CLOSING.  The  closing of the  transactions  contemplated  by this
Agreement  (the  "CLOSING") is taking place as of the date hereof at the offices
of Audiovox Communications Corp., 555 Wireless Blvd., Hauppauge, New York 11788.
The date and time of the Closing are referred to herein as the "CLOSING DATE".

     2.2 ACTIONS OCCURRING AT THE CLOSING. At the Closing:

          (A)  DELIVERY  OF THE  SHARES  AND THE NOTE.  Concurrently  with ACC's
     receipt of the Purchase Price pursuant to Section  2.2(b),  ACC shall issue
     and deliver to Toshiba (i) a stock  certificate or certificates  registered
     in the name of Toshiba,  representing the Shares purchased  hereunder,  and
     (ii) the Note, executed by ACC.

          (B) PURCHASE  PRICE.  Toshiba shall deliver the Purchase  Price within
     five (5)

                                  Exhibit 99.2
                                        1



<PAGE>



Business  Days  following  the  Closing  Date by wire  transfer  of  immediately
available  funds to an account  specified by ACC at least four (4) Business Days
prior to the Closing.

          (C)  TRANSACTION  AGREEMENTS.  Each of the  following  agreements  and
     instruments   (collectively   with   this   Agreement,   the   "TRANSACTION
     AGREEMENTS") shall be entered into by each of the parties thereto:

               (I) The  Stockholders  Agreement among the Parties in the form of
          Exhibit 2.2(c)(i); 

               (II) The  Distribution  Agreement  between Toshiba and ACC in the
          form of Exhibit 2.2(c)(ii); 

               (III) The Employment Agreement between ACC and Philip Christopher
               in the form of Exhibit 2.2(c)(iii);

               (IV) The Trademark  License Agreement between ACC and Audiovox in
          the form of Exhibit 2.2(c)(iv);

               (V) The Shared Services Agreement between ACC and Audiovox in the
          form of Exhibit 2.2(c)(v);

               (VI) The Note,  which will be  executed by ACC and  delivered  to
          Toshiba in accordance with Section 2.2(a); and

               (VII) The Intercompany  Note in the form of Exhibit  2.2(c)(vii),
          which will be executed by ACC and  delivered to Audiovox in accordance
          with Section 3.

          (D) PERMITS AND APPROVALS.  Toshiba shall receive satisfactory written
     evidence that the Approvals  described on Section  4.3(b) of the Disclosure
     Schedule have been made or obtained.

          (E) OFFICER'S CERTIFICATE OF ACC. ACC shall deliver to Toshiba:

               (I) a copy of the Certificate of Incorporation and Bylaws of each
          of ACC and Quintex Mobile Communications Corp., a Delaware corporation
          ("QUINTEX");

               (II) a copy of the  resolutions  or  minutes of the  meetings  of
          ACC's board of directors and stockholders  evidencing  approval of the
          Transaction Agreements and the matters contemplated thereby;

               (III) a certificate of the Chief Financial  Officer of ACC, dated
          as of the  Closing  Date and in form  and  substance  satisfactory  to
          Toshiba,  as to the  accuracy of the  documents  delivered  to Toshiba
          under clauses (i) and (ii),  and the  incumbency  and signature of the
          officers of ACC and Audiovox  executing  this Agreement and each other
          Transaction Agreement to which ACC or Audiovox is a party; and

               (IV) other documents as may reasonably be requested by Toshiba.



                                  Exhibit 99.2
                                        2



<PAGE>



               (F) AMENDED AND RESTATED  CERTIFICATE OF INCORPORATION AND BYLAWS
          OF ACC.  ACC shall  adopt its  Amended  and  Restated  Certificate  of
          Incorporation  and Bylaws in the forms  attached  to the  Stockholders
          Agreement as Exhibit 1.9(a) and Exhibit 1.9(b), respectively.

               (G) BOARD OF DIRECTORS.  Concurrently with the Closing, the Board
          of Directors of ACC shall be  reconstituted as contemplated by Section
          1.1 of the Stockholders Agreement.

               (H) OFFICER'S  CERTIFICATE  OF TOSHIBA.  Toshiba shall deliver to
          ACC:

                    (I) a copy of the  resolutions or minutes of the meetings of
               Toshiba's   board  of  directors   evidencing   approval  of  the
               Transaction Agreements and the matters contemplated thereby;

                    (II) a certificate  of an  authorized  officer of the Mobile
               Communications  Company of Toshiba,  dated as of the Closing Date
               and in form and substance satisfactory to ACC, as to the accuracy
               of the  documents  delivered  to ACC under  clause  (i),  and the
               incumbency  and  signature of the  officers of Toshiba  executing
               this  Agreement  and each other  Transaction  Agreement  to which
               Toshiba is a party; and

                    (III) other documents as may reasonably be requested by ACC.

               3. CLOSING PAYMENT OF INTERCOMPANY DEBT.

     Promptly after receipt of the Purchase  Price  pursuant to Section  2.2(b),
ACC  shall use the  entire  Purchase  Price to make a  repayment  of  Thirty-two
Million  Dollars  ($32,000,000)  of  the  debt  owed  by ACC  to  Audiovox  (the
"INTERCOMPANY  DEBT"). At the Closing, ACC shall execute and deliver to Audiovox
a note (the  "INTERCOMPANY  NOTE") that evidences the Intercompany Debt and sets
forth its terms and conditions.

4. REPRESENTATIONS AND WARRANTIES OF ACC AND AUDIOVOX.

     Except as otherwise  indicated on ACC's  disclosure  schedule  delivered to
Toshiba  concurrently  herewith,  which is hereby  incorporated  as an  integral
component of this Agreement (the "DISCLOSURE SCHEDULE"), ACC and Audiovox hereby
jointly and severally represent and warrant to Toshiba as follows:

4.1 ORGANIZATION AND RELATED MATTERS.

          (A) ACC and  Quintex  (collectively,  the  "ACC  ENTITIES")  each is a
     corporation duly incorporated,  validly existing and in good standing under
     the Laws of the  State  of  Delaware.  Except  for  Quintex,  none of ACC's
     controlled Affiliates conduct material business activities.  Section 4.1(a)
     of the Disclosure  Schedule sets forth each foreign  jurisdiction  in which
     the ACC Entities are  qualified to do business.  Audiovox is a  corporation
     duly incorporated,  validly existing and in good standing under the Laws of
     the State of Delaware.

          (B)  Each  ACC  Entity  has all  requisite  organizational  power  and
     authority  to own its  properties  and to carry on its  business.  To ACC's
     Knowledge,  each ACC Entity is duly qualified or licensed to do business in
     good standing in all  jurisdictions  in which the character or the location
     of the assets owned or leased by it or the nature of its business  requires
     such licensing

                                  Exhibit 99.2
                                        3



<PAGE>



     or  qualification.  True  and  correct  copies  of the  Organizational
     Documents  of each ACC  Entity  have been  provided  or made  available  to
     Toshiba.

     4.2 AUTHORITY;  ENFORCEABILITY;  EFFECT OF TRANSACTION AGREEMENTS.  ACC and
Audiovox each has all necessary  organizational  power and authority to execute,
deliver and perform  each  Transaction  Agreement  to which it is a party.  Each
Transaction  Agreement  to  which  ACC or  Audiovox  is a party  has  been  duly
authorized  by all  necessary  organizational  action  of ACC  or  Audiovox,  as
applicable.  Each Transaction  Agreement to which ACC or Audiovox is a party has
been duly executed and delivered by ACC or Audiovox, as applicable. Assuming the
due authorization, execution and delivery by the other party or parties thereto,
each  Transaction  Agreement to which ACC or Audiovox is a party  constitutes  a
valid and legally binding obligation of ACC or Audiovox, enforceable against ACC
or Audiovox, as applicable, in accordance with its terms, subject to limitations
imposed  by  bankruptcy,  fraudulent  conveyance,  insolvency,   reorganization,
moratorium and other Laws relating to or affecting  creditors'  rights generally
and general equitable principles.

     4.3 NO CONFLICTS.

          (A) The execution and delivery by ACC and Audiovox of each Transaction
     Agreement to which it is a party does not, and the  performance  by ACC and
     Audiovox of its obligations  thereunder will not,  conflict with, result in
     any  violation  of or default  (with or without  notice or lapse of time or
     both)  under,  give  rise  to  a  right  of  termination,  cancellation  or
     acceleration  of any obligation (in each case by any third party) or to the
     loss of any  benefit by any ACC Entity or Audiovox  under,  or result in or
     require  the  creation,  imposition  or  extension  of any Lien  (excluding
     Permitted  Liens) upon any asset of any ACC Entity or Audiovox  under,  (1)
     the  Organizational  Documents  of any  ACC  Entity  or  Audiovox,  (2) any
     Contract or Governmental  Approval to which any ACC Entity or Audiovox is a
     party or is otherwise bound, or to which any of their assets is subject, or
     (3) any Legal Requirement applicable to any ACC Entity or Audiovox,  except
     in the case of  Audiovox  for any  matters  that  would  not be  reasonably
     expected to have a Material Adverse Effect.

          (B) Section  4.3(b) of the  Disclosure  Schedule  lists all  Approvals
     required to be made or  obtained by or with  respect to Audiovox or any ACC
     Entity to  consummate  the  transactions  contemplated  by this  Agreement,
     except in the case of Audiovox for any Approvals the failure of which to be
     made or obtained would not have a Material  Adverse  Effect.  Except as set
     forth in Section 4.3(b) of the  Disclosure  Schedule and except in the case
     of Audiovox for any  Approvals  the failure of which to be made or obtained
     would not have a Material Adverse Effect, the execution and delivery of the
     Transaction  Agreements  by  Audiovox  and ACC,  the  performance  of their
     respective  obligations thereunder and the consummation of the transactions
     contemplated thereby will not require any Approvals of or with any Person.

                                  Exhibit 99.2
                                        4



<PAGE>



     4.4 CAPITALIZATION.

          (A)  Section  4.4(a)  of  the  Disclosure   Schedule  sets  forth  the
     authorized,  issued and outstanding  capital stock and other  Securities of
     each ACC Entity.  Section 4.4(a) of the Disclosure Schedule also identifies
     each holder of  outstanding  Securities of each ACC Entity and the type and
     amount of such  Securities  held  (including  with  respect to any options,
     warrants,  conversion  rights or other rights to acquire capital stock, the
     unexpired  term and the exercise,  conversion or exchange price relating to
     such rights).  Other than as set forth in Section  4.4(a) of the Disclosure
     Schedule,  there are no issued or outstanding Securities of any ACC Entity,
     or  any  subscription  rights  (including  preemptive  rights),   calls  or
     Contracts  obligating  any ACC  Entity  now or at any time in the future to
     issue Securities.  There are no outstanding  Contracts of any ACC Entity to
     repurchase, redeem or otherwise acquire any Securities.

          (B) All of the  outstanding  Securities  of each ACC Entity  have been
     duly  authorized and validly  issued and are fully paid and  non-assessable
     and were not issued in violation of any preemptive  rights,  Liens or Legal
     Requirements.  The  issuance  of the  Shares  to  Toshiba  at  the  Closing
     hereunder  and the issuance of Class B Common Stock upon the  conversion of
     the Note in  accordance  with its terms  have been duly  authorized  by all
     necessary action of ACC and its shareholders.  At the Closing, upon payment
     therefor in accordance with the terms of this Agreement, the Shares will be
     validly  issued  and  fully  paid  and  non-assessable  and not  issued  in
     violation of any preemptive rights,  Liens or Legal Requirements.  Upon the
     conversion of the Note in accordance with its terms,  the shares of Class B
     Common Stock  issuable  upon such  conversion  shall be validly  issued and
     fully paid and non-assessable and not issued in violation of any preemptive
     rights, Liens or currently existing Legal Requirements.

     4.5 SEC DOCUMENTS AND PUBLIC  DISCLOSURES.  In each case to the extent that
the SEC Documents described in this Section,  the information  contained therein
and the exhibits thereto relate to ACC Entities:

          (A) Except as set forth in Section 4.5(a) of the Disclosure  Schedule,
     Audiovox has timely  filed all filings and reports  filed or required to be
     filed by Audiovox  with the SEC pursuant to the  Securities  Laws,  and has
     provided  Toshiba  with true and  correct  copies of all such  filings  and
     reports,  together  with  all  exhibits  thereto  (collectively,  the  "SEC
     DOCUMENTS").  As of their respective  dates, the SEC Documents  complied in
     all material  respects with the  requirements of the applicable  Securities
     Laws.

          (B) To ACC's  Knowledge,  the statements made in the SEC Documents are
     true and correct.

     4.6 FINANCIAL STATEMENTS.

          (A) ACC has  delivered  to  Toshiba  true and  correct  copies  of the
     following unaudited financial statements (the "FINANCIAL STATEMENTS"):

               (I) the consolidated balance sheet of ACC and its subsidiaries as
          of November  30,  2001,  and the related  consolidated  statements  of
          operations,  changes  in  stockholders'  equity and cash flows for the
          fiscal year then ended;

               (II) the  consolidated  balance sheet of ACC and its subsidiaries
          as of

                                  Exhibit 99.2
                                        5



<PAGE>



          February 28, 2002,  and the related  consolidated  statements  of
          operations,  changes  in  stockholders'  equity and cash flows for the
          three-month period then ended; and

               (III) the consolidated  balance sheet of ACC and its subsidiaries
          as  of  April  30,  2002,  the  related  consolidated   statements  of
          operations for the one-month  period and the  five-month  periods then
          ended,  and the related  consolidated  statement of cash flows for the
          five-month period then ended.

          (B) To ACC's Knowledge:

               (I) The  Financial  Statements  have been  prepared in conformity
          with U.S. generally acceptable  accounting principles ("GAAP") applied
          on a consistent  basis and have been certified to Toshiba by the Chief
          Financial Officer of ACC.

               (II) The  statements  of income and cash flows  contained  in the
          Financial  Statements  present  fairly in all  material  respects  the
          results of operations and the sources and uses of cash,  respectively,
          of ACC and its consolidated  subsidiaries  for the respective  periods
          covered by such  statements  of income  and cash  flows.  The  balance
          sheets  contained in the Financial  Statements  present  fairly in all
          material respects the financial  condition of ACC and its consolidated
          subsidiaries as of the respective dates of such balance sheets.

               (III) The interim financial statements contained in the Financial
          Statements reflect all adjustments  necessary for a fair presentation.
          Since  November  30,  2001,  there  has been no  change  in any of the
          significant  accounting  policies,  practices or procedures of ACC and
          its consolidated subsidiaries.

          (C) Section 4.6(c) of the Disclosure  Schedule contains a complete and
     accurate  description of all  Liabilities of ACC to its customers and other
     third  parties  with  respect  to   cooperative   advertising   and  market
     development funds that are currently outstanding or were outstanding at any
     time  since  December  1, 2000  (collectively,  "MDF").  MDF is  accurately
     reflected in the Financial Statements,  and to the Company's Knowledge,  no
     Person  has   challenged  or  threatened  to  challenge  any  reversals  of
     accounting accruals previously made by ACC with respect to any MDF. ACC has
     adopted and is in the process of implementing all of KPMG's recommendations
     in its  reportable  conditions  letter  dated March 8, 2002 with respect to
     MDF.

     4.7  LIABILITIES.  To ACC's  Knowledge,  ACC and its  subsidiaries  have no
off-balance sheet financing or similar financial arrangements and no Liabilities
which are  required to be provided  for or reserved  against on a balance  sheet
prepared in accordance with GAAP, other than the following Liabilities:

          (A)  Liabilities  provided  for or reserved  against in the  Financial
     Statements;

          (B) Liabilities incurred in the ordinary course of business consistent
     with past practice since November 30, 2001; and

          (C)  Liabilities  identified  in  Section  4.7(c)  of  the  Disclosure
     Schedule.

     4.8 NO  MATERIAL  ADVERSE  CHANGES.  Except as set  forth in the  Financial
Statements described in Section 4.6(a)(iii),  to ACC's Knowledge, since November
30, 2001, whether or not


                                  Exhibit 99.2
                                        6



<PAGE>



in the ordinary course of business,  there has not been,  occurred or arisen any
change  in or event  affecting  any ACC  Entity,  Audiovox  or their  respective
business,  assets or  activities  that has had or may  reasonably be expected to
have a Material Adverse Effect.

     4.9 TAXES.

          (A) To ACC's Knowledge, each Tax Return required to be filed by any of
     the ACC  Entities  or by  Audiovox  relating in whole or in part to any ACC
     Entity or the Business ("BUSINESS TAX RETURNS"),  to the extent required by
     applicable  Law to be filed before the date hereof (taking into account any
     applicable extensions),  has been filed, and each filed Business Tax Return
     is true, correct and complete in all material respects. To ACC's Knowledge,
     all Taxes shown to be payable on such Business Tax Returns or on subsequent
     assessments  with respect thereto have been paid in full on a timely basis,
     and no other  Taxes  are  payable  relating  in whole or in part to any ACC
     Entity or the Business,  whether or not shown on such Business Tax Returns,
     for any period ending prior to or including  the Closing  Date,  except for
     Taxes shown as a current liability in the Financial Statements.

          (B) ACC has  delivered  or  made  available  to  Toshiba  correct  and
     complete  copies of all Business  Tax Returns  filed by the ACC Entities or
     Audiovox for all periods  ending on or after  December 31, 1998, and copies
     of all Tax examination reports and notices of deficiency or assessment with
     respect to any Business Tax Returns  received by any ACC Entity or Audiovox
     after December 31, 1998.

          (C) To ACC's Knowledge:  (i) no ACC Entity has any Liability for Taxes
     by  Contract  with any  other  Person  (including  any tax  sharing  or tax
     indemnity  agreement);  (ii)  there are no Liens for Taxes on the assets of
     any ACC Entity,  other than Permitted Liens,  statutory liens for Taxes not
     yet due or Liens for Taxes being contested in good faith;  and (iii) no ACC
     Entity has ever been the member of any group for Tax purposes  other than a
     group consisting solely of Audiovox, ACC and/or any ACC Entity.

          (D) Except as indicated in Section 4.9(d) of the Disclosure  Schedule,
     no Business Tax Return filed or required to be filed within seven (7) years
     prior to the date hereof has been  audited or is  currently  the subject of
     audit or any Tax-related  Proceeding by any Governmental  Authority and, to
     ACC's  Knowledge,  no such audit or  Proceeding  is  threatened.  Except as
     indicated in Section  4.9(d) of the  Disclosure  Schedule,  none of the ACC
     Entities or Audiovox  has waived any statute of  limitations  in respect of
     any Tax related to the Business, which waiver remains in effect.

          (E) Except as indicated in Section 4.9(e) of the Disclosure  Schedule,
     no ACC  Entity is the party to or the  subject  of any  closing  agreement,
     private  letter  ruling,  technical  advice  memoranda  or advance  pricing
     agreement relating to Taxes with any Governmental Authority.

     4.10 MATERIAL CONTRACTS.

          (A) Section  4.10(a) of the  Disclosure  Schedule  lists each Material
     Contract.  True copies of all written  Material  Contracts and summaries of
     all oral Material  Contracts,  including  all  amendments  and  supplements
     thereto, have been delivered to Toshiba.

          (B) To ACC's Knowledge:

                                  Exhibit 99.2
                                        7



<PAGE>



               (I) Each Material Contract is valid and in full force and effect.
          Each ACC Entity has duly performed its obligations under each Material
          Contract.  No breach of or default under any Material  Contract by any
          ACC Entity,  and no event  which would (with the passage of time,  the
          giving of notice or otherwise)  cause or give rise to such a breach or
          default  by  any  ACC  Entity,  has  occurred  or as a  result  of the
          Transaction Agreements will occur.

               (II) No breach of or default  under any Material  Contract by any
          Person other than the ACC Entities, and no event which would (with the
          passage of time, the giving of notice or otherwise) cause or give rise
          to such a breach or default by any such  Person,  has occurred or as a
          result of the Transaction Agreements will occur.

     4.11 REAL AND PERSONAL  PROPERTY.  To ACC's Knowledge,  each ACC Entity has
good and  marketable  title to or other valid right to use,  free of Liens,  all
items of real property  (including  fees,  leaseholds and all other interests in
real  property)  and such other assets and  properties  owned or used by the ACC
Entity in its business,  subject only to Permitted  Liens and Liens described in
Section 4.11 of the Disclosure Schedule. All material tangible properties of the
ACC Entities are generally in a good state of maintenance and repair (except for
ordinary  wear and tear) and are  generally  adequate  for the purpose for which
they are  used.  All  real  and  material  personal  properties  held by the ACC
Entities as lessee are held under valid,  binding and enforceable leases. To the
Knowledge  of ACC,  there is no  pending  or  threatened  Proceeding  that would
materially interfere with the use of any such leased property by any ACC Entity.

     4.12 INTELLECTUAL PROPERTY. Each ACC Entity owns or otherwise has the valid
right to use, as presently used in the ordinary  course of its business,  all of
its Intellectual  Property,  and such ownership rights and rights to use are not
subject  to any Liens  that  limit or  restrict  any ACC  Entity  from using its
Intellectual Property as currently used in its business in any material respect.
Section  4.12  of the  Disclosure  Schedule  contains  a  complete  list  of all
registered  trademarks,  patents and registered  copyrights of the ACC Entities,
all  pending  applications  therefor,  and  all  Material  Contracts  of the ACC
Entities  to use  their  Intellectual  Property.  The ACC  Entities  have  taken
commercially  reasonable measures to protect all of their Intellectual Property.
To the Knowledge of ACC, there is no infringement of any  Intellectual  Property
of the ACC Entities by any Person.

     4.13 ACCOUNTS RECEIVABLE. To ACC's Knowledge:

          (A) Section 4.13(a) of the Disclosure Schedule sets forth an accurate,
     correct and complete  list as of April 30, 2002 of all accounts  receivable
     of the ACC  Entities.  Each such account  receivable is fairly valued as of
     April 30, 2002 in accordance with GAAP.

          (B) Each  such  account  receivable  is a valid  and  legally  binding
     obligation of the account debtor, enforceable in accordance with its terms,
     and represents products or services actually provided to and accepted by or
     on behalf of the account debtor.

     4.14  INVENTORY.  To ACC's  Knowledge,  all items of  inventory  of the ACC
Entities, whether physically held by the ACC Entities or by third parties (other
than  inventory  purchased  from  Toshiba,  which  shall not be  covered by this
Section) are fairly  valued in the  Financial  Statements  as of the  respective
dates of such Financial  Statements in accordance with GAAP. To ACC's Knowledge,
the physical inventory has been counted and is on hand as of February 28, 2002.

                                  Exhibit 99.2
                                        8



<PAGE>



     4.15 CUSTOMERS,  DISTRIBUTORS AND SUPPLIERS. Section 4.15 of the Disclosure
Schedule sets forth an accurate, correct and complete list of (i) the 20 largest
customers of the ACC Entities,  determined on the basis of revenues, for each of
the fiscal years ended November 30, 1999, 2000 and 2001; and (ii) the 20 largest
suppliers  of the ACC  Entities,  determined  on the  basis  of  costs  of items
purchased,  for each of the fiscal years ended November 30, 1999, 2000 and 2001.
Except as set forth in the  Contracts  listed on Section 4.15 of the  Disclosure
Schedule,  no ACC Entity is restricted  by Contract  from selling,  licensing or
otherwise  providing  products or services to any  customers,  in any geographic
area,  during  any  period of time or in any  market  segment.  No ACC Entity is
subject to any Contract  which  provides that any supplier will be the exclusive
supplier of any ACC Entity to any customers,  in any geographic area, during any
period  of time or in any  market  segment.  No ACC  Entity  is  subject  to any
Contract requiring any ACC Entity to purchase the entire output of a supplier.

     4.16  WARRANTIES.  Section 4.16 of the Disclosure  Schedule  identifies the
standard  warranties  and  warranty  policies of the ACC  Entities  currently in
effect.  True and correct copies of such  warranties and warranty  policies have
been provided or made available to Toshiba.

     4.17 PROCEEDINGS.  Section 4.17 of the Disclosure  Schedule identifies each
pending  Proceeding  against  or  affecting  any  of  the  ACC  Entities,  their
respective  assets  or  businesses  or the  transactions  contemplated  by  this
Agreement.  ACC has delivered to Toshiba true,  accurate and complete  copies of
all pleadings, correspondence and other documents relating to such Proceedings.

     4.18 LEGAL REQUIREMENTS.  To ACC's Knowledge,  each of the ACC Entities has
substantially  complied,  and  is in  substantial  compliance,  with  all  Legal
Requirements that are applicable to the Business.

     4.19 ACCOUNTING  RECORDS;  INTERNAL CONTROLS.  To ACC's Knowledge:  the ACC
Entities  (a) make and keep books and records  that are accurate in all material
respects, and (b) maintain internal accounting controls which provide reasonable
assurance that (i)  transactions  are executed in accordance  with  management's
authorization, (ii) transactions are recorded as necessary to permit preparation
of their financial  statements and to maintain  accountability for their assets,
(iii) access to their assets is permitted only in accordance  with  management's
authorization,  and (iv)  reported  accountability  for their assets is compared
with existing assets at reasonable intervals.

     4.20 INSURANCE. Section 4.20 of the Disclosure Schedule lists all insurance
policies  and  bonds  with  respect  to the  ACC  Entities,  including,  without
limitation,  all policies  insuring  directors and officers of the ACC Entities.
ACC has  delivered to Toshiba  true,  accurate  and complete  copies of all such
policies  and bonds.  To ACC's  Knowledge,  the ACC  Entities  have timely filed
claims with their  respective  insurers with respect to all material matters and
occurrences  for which they believe they have  coverage.  Except as set forth in
Section 4.20 of the Disclosure Schedule, Audiovox has received no written notice
or other written indication from any insurer or agent of any intent to cancel or
not renew any of such insurance policies or bonds.

     4.21  GOVERNMENTAL  APPROVALS.  To ACC's  Knowledge,  each ACC  Entity  has
obtained and is in compliance with all Governmental Approvals that are necessary
in connection  with its ownership and operation of its assets and business,  and
all of such Governmental Approvals are

                                  Exhibit 99.2
                                        9



<PAGE>



in full force and effect. To ACC's Knowledge,  there is no pending or threatened
Proceeding   with   respect   to  the   suspension,   termination,   revocation,
cancellation, limitation or impairment of any such Governmental Approval, and no
fines or  penalties  are due and  payable in  respect  of any such  Governmental
Approval or any violation thereof.

     4.22 EMPLOYEE MATTERS.

          (A) Except as indicated in Section 4.22(a) of the Disclosure Schedule,
     none of the  employees of the ACC Entities  ("EMPLOYEES")  has been granted
     the right to continued employment or engagement by any ACC Entity or to any
     compensation  following or in connection with  termination of employment or
     engagement  with any ACC  Entity,  subject to any  rights to  receive  such
     compensation pursuant to applicable Legal Requirements.

          (B) Except as indicated in Section 4.22(b) of the Disclosure Schedule,
     neither the execution and delivery of the  Transaction  Agreements  nor the
     consummation  of the  transactions  contemplated  thereby will result in or
     give  rise to (i) any  liability  by any  Person  to  make  any  severance,
     retention,   termination,  "golden  parachute"  or  other  payment  to  any
     Employee,  or (ii) the  acceleration of any other rights or benefits to any
     Employee  (including vesting and payments with respect to equity incentives
     and other rights under Benefits  Plans),  in each case whether  pursuant to
     Benefit Plan, Contract, Legal Requirement or otherwise.

          (C) Except as indicated in Section 4.22(c) of the Disclosure Schedule,
     to  ACC's  Knowledge,  there  are no  claims,  disputes,  controversies  or
     Proceedings against or affecting any ACC Entity pending or threatened by or
     pertaining to any Employee. Each ACC Entity has substantially complied with
     all Legal  Requirements  related to the  employment  or  engagement  of its
     employees,  including Legal Requirements related to wages, hours, leaves of
     absence,  equal  opportunity,  occupational  health  and  safety,  workers'
     compensation,   severance,   employee  handbooks  or  manuals,   collective
     bargaining,  unfair labor  practices and the payment of social security and
     other Taxes and withholding obligations relating thereto.

          (D) None of the ACC Entities is a party to or is otherwise  subject to
     any obligations relating to any collective bargaining Contract. There is no
     labor  strike,  slowdown  or  stoppage  and  there are  currently  no union
     organizing activities among the Employees pending or threatened against any
     of the ACC Entities.

     4.23 BENEFIT PLANS.

          (A) Section  4.23(a) of the  Disclosure  Schedule  lists all  employee
     benefit plans,  collective  bargaining,  employment and severance Contracts
     and other  similar  arrangements  to which any ACC  Entity is a party or is
     otherwise  subject,  including plans and arrangements  provided by Audiovox
     (the "BENEFIT PLANS"),  including,  without limitation, (i) profit-sharing,
     deferred  compensation,  bonus,  stock  option,  stock  purchase,  pension,
     retainer, consulting,  retirement, severance, welfare or incentive plans or
     Contracts,  (ii)  benefits  relating to  vacation,  child care,  parenting,
     sabbatical,  sick leave, medical, dental,  hospitalization,  life insurance
     and other types of insurance, and (iii) employment Contracts.

          (B) ACC has  delivered  to  Toshiba  true and  complete  copies of all
     documents and summary plan  descriptions with respect to the Benefit Plans,
     or summary  descriptions of any Benefit Plans not in writing.  ACC Entities
     and Audiovox are in substantial compliance with all

                                  Exhibit 99.2
                                       10



<PAGE>



     Legal Requirements  applicable to the Benefit Plans and have performed
     in all material  respects all of their obligations under the Benefit Plans.
     To ACC's Knowledge,  there are no Proceedings pending or threatened against
     or with respect to any Benefit Plans.

     4.24 CERTAIN INTERESTS. To the extent that Audiovox is required to disclose
certain  relationships and related  transactions  pursuant to Legal Requirements
and assuming  that such  disclosure  is complete  and accurate  through the date
hereof,  Section  4.24 of the  Disclosure  Schedule  accurately  identifies  all
Contracts,  courses of dealing and other  relationships with and between any ACC
Entity, on the one hand, and Audiovox or any of its Affiliates or Associates, on
the other hand,  and ACC has  delivered to Toshiba  true,  accurate and complete
copies of all written Contracts relating thereto. Except as set forth in Section
4.24 of the Disclosure  Schedule,  neither Audiovox nor any of its Associates or
Affiliates  has any ownership  interest in any property used in or pertaining to
the  business of the ACC  Entities;  no such  Person is  indebted  or  otherwise
obligated  to the ACC  Entities;  and none of the ACC  Entities  is  indebted or
otherwise  obligated to any such Person.  Except as set forth in Section 4.24 of
the Disclosure  Schedule,  no ACC Entity is subject to any liability to Audiovox
or any of its Affiliates or Associates that is required to be disclosed pursuant
to Legal Requirements and assuming that such disclosure is complete and accurate
through the date hereof.

     4.25 ENVIRONMENTAL  COMPLIANCE.  Except as provided for or reserved against
on the  Financial  Statements  or as have not had and  would not  reasonably  be
likely to have a Company Material Adverse Effect, to ACC's Knowledge:

          (A)  There has been no  storage,  disposal,  generation,  manufacture,
     refinement, transportation,  handling or treatment of toxic wastes, medical
     wastes,  hazardous  wastes or hazardous  substances  by Audiovox or any ACC
     Entity at, upon or from any of the  properties  now or previously  owned or
     leased by Audiovox or any ACC Entity in violation of any Legal  Requirement
     or  Approval,  or which  would  require  remedial  action  under  any Legal
     Requirement or Approval.

          (B) There  has been no  material  spill,  discharge,  leak,  emission,
     injection,  escape,  dumping or release of any kind onto such  property  or
     into the environment surrounding such property of any toxic wastes, medical
     wastes,  solid wastes,  hazardous wastes or hazardous  substances due to or
     caused by Audiovox or any ACC Entity. The terms "hazardous wastes",  "toxic
     wastes",  "hazardous  substances"  and  "medical  wastes"  shall  have  the
     meanings  specified for such terms or any similar  terms in any  applicable
     local,  state,  federal  and  foreign  Laws  with  respect  to  environment
     protection.

     4.26 NO BROKERS OR FINDERS.  Except for Berenson  Minella & Company,  whose
fees  will be borne  by  Audiovox,  no  agent,  broker,  finder,  investment  or
commercial  banker,  or other  Person  engaged by or acting on behalf of any ACC
Entity in connection  with the  negotiation,  execution or  performance  of this
Agreement or the  transactions  contemplated  by this  Agreement,  is or will be
entitled to any  brokerage or finder's or similar fee or other  commission  as a
result of this Agreement or such transactions.

     4.27 ACCURACY OF INFORMATION.  To ACC's Knowledge, all information provided
by  ACC or  its  agents  and  representatives  to  Toshiba  or  its  agents  and
representatives  in  connection  with this  Agreement is true and correct in all
material  respects as of the respective  dates of such  information and does not
omit any material fact necessary to make the statements therein, in light

                                  Exhibit 99.2
                                       11



<PAGE>



of the  circumstances  under  which they were  made,  not  misleading  as of the
respective  dates  of  such  information;  provided  that no  representation  or
warranty is made by ACC or Audiovox as to any financial forecasts or projections
furnished  to  Toshiba  or its  agents  or  representatives,  except  that  such
financial  forecasts and  projections  have been prepared in good faith based on
assumptions  that are  believed  by ACC to have been  reasonable  at the time or
times made.

5. REPRESENTATIONS AND WARRANTIES OF TOSHIBA.

     Toshiba hereby represents and warrants to Audiovox and ACC as follows:

     5.1  ORGANIZATION;   AUTHORITY;   ENFORCEABILITY;   EFFECT  OF  TRANSACTION
AGREEMENTS.  Toshiba is a corporation  duly organized and validly existing under
the Laws of Japan. Toshiba has all necessary  organizational power and authority
to execute,  deliver and perform  the  Transaction  Agreements  to which it is a
party.  Each  Transaction  Agreement  to which  Toshiba is a party has been duly
authorized by all necessary  organizational  action of Toshiba. Each Transaction
Agreement to which  Toshiba is a party has been duly  executed and  delivered by
Toshiba.  Assuming the due  authorization,  execution  and delivery by the other
party or parties thereto, each Transaction Agreement to which Toshiba is a party
constitutes  a valid and legally  binding  obligation  of  Toshiba,  enforceable
against Toshiba in accordance with its terms,  subject to limitations imposed by
bankruptcy, fraudulent conveyance,  insolvency,  reorganization,  moratorium and
other Laws  relating to or affecting  creditors'  rights  generally  and general
equitable principles.

     5.2 NO CONFLICTS.

          (A)  The  execution  and  delivery  by  Toshiba  of  each  Transaction
     Agreement to which it is a party does not, and the  performance  by Toshiba
     of its  obligations  thereunder  will  not,  conflict  with,  result in any
     violation of or default  (with or without  notice or lapse of time or both)
     under, give rise to a right of termination, cancellation or acceleration of
     any  obligation  (in each  case by any  third  party) or to the loss of any
     benefit by Toshiba under, or result in or require the creation,  imposition
     or  extension  of any  Lien  upon  any  asset  of  Toshiba  under,  (1) the
     Organizational  Documents  of Toshiba,  (2) any  Contract  or  Governmental
     Approval to which Toshiba is a party or is otherwise bound, or to which any
     of its assets is subject, or (3) any Law applicable to Toshiba,  except for
     any  matters  that  would not be  reasonably  expected  to have a  material
     adverse effect on Toshiba's  ability to perform its  obligations  under the
     Transaction Agreements.

          (B) Toshiba's execution and delivery of the Transaction  Agreements to
     which it is a party,  Toshiba's  performance of its obligations  thereunder
     and the  consummation  of the  transactions  contemplated  thereby will not
     require  any  Approvals  of  or  with  any  Person,  except  for  Toshiba's
     post-Closing  filing under the Foreign  Exchange  and Foreign  Trade Law of
     Japan  relating to its  acquisition of the Shares and the Note, and for any
     matters that would not be  reasonably  expected to have a material  adverse
     effect  on  Toshiba's   ability  to  perform  its  obligations   under  the
     Transaction Agreements.

     5.3 NO BROKERS OR FINDERS.  Except for any entities affiliated with Goldman
Sachs  (Japan)  Ltd.,  whose fees will be borne by  Toshiba,  no agent,  broker,
finder, investment or commercial banker, or other Person engaged by or acting on
behalf of Toshiba in connection with the  negotiation,  execution or performance
of this Agreement or the transactions contemplated by

                                  Exhibit 99.2
                                       12



<PAGE>



this  Agreement,  is or will be entitled to any brokerage or finder's or similar
fee or other commission as a result of this Agreement or such transactions.

     5.4 PURCHASE FOR TOSHIBA'S  OWN ACCOUNT.  The Shares and the Note are being
acquired hereunder for investment for Toshiba's own account, not as a nominee or
agent,  and not with a view to the resale or  distribution  of any part thereof.
Toshiba is not subject to any  Contract  and has no present  intention  to sell,
grant any  participation  in or  otherwise  distribute  any of the Shares or the
Note.

     5.5 SOPHISTICATED INVESTOR.

          (A)  Toshiba  acknowledges  that it is able to fend  for  itself  with
     respect to evaluating  its  investment in the Shares and the Note; can bear
     the economic risk of its  investment  in the Shares and the Note;  can hold
     the  Shares  and the Note for an  indefinite  period of time;  and has such
     knowledge  and  experience  in  financial  or business  matters  that it is
     capable of evaluating  the merits and risks of its investment in the Shares
     and the Note.

          (B) Toshiba has undertaken its own due diligence  investigation of the
     ACC Entities and the Business,  has had a complete  opportunity  to discuss
     the ACC  Entities  and the  Business  with ACC's  management,  and has been
     provided with and has evaluated  such  documents and  information as it has
     deemed necessary to enable it to make an informed and intelligent  decision
     with respect to the execution,  delivery and  performance of this Agreement
     and the purchase of the Shares and the Note hereunder. Toshiba acknowledges
     that the ACC  Entities  have  given  Toshiba  reasonable  access to the ACC
     Entities and the key  employees,  documents and facilities of the Business.
     Toshiba has undertaken  such further  investigation  and has requested such
     additional documents and information as it deems necessary.  Toshiba agrees
     to accept the Shares  and the Note on the  Closing  Date upon the terms and
     conditions   contained   herein   based  upon  its  own   examination   and
     determination  with  respect to the ACC Entities and the Business as to all
     matters,  and without reliance upon any express or implied  representations
     or  warranties of any nature made by or on behalf of or imputed to Audiovox
     or the ACC  Entities,  except as  expressly  set  forth in this  Agreement.
     Notwithstanding the foregoing,  this Section shall not affect in any manner
     the  representations or warranties of ACC and Audiovox contained herein, or
     Toshiba's ability to rely thereon or Toshiba's rights with respect thereto.

     5.6 RESTRICTED SECURITIES. Toshiba understands that the Shares and the Note
are characterized as "restricted  securities" under the Securities Laws inasmuch
as they are being  acquired  from ACC in a  transaction  not  involving a public
offering,  and that under the  Securities  Laws,  the Shares and the Note may be
resold without  registration  under the  Securities Act only in certain  limited
circumstances.  Toshiba is familiar  with SEC Rule 144, as  presently in effect,
and  understands  the resale  limitations  imposed thereby and by the Securities
Act. Toshiba  understands that no public market now exists for the Shares or the
Note,  and that ACC has made no assurances  that a public market will ever exist
for the Shares or the Note.

     5.7 LEGENDS.  Toshiba  understands that, in addition to any legend required
by the Stockholders  Agreement or applicable  Laws, the certificates  evidencing
the Shares and the Note at Closing shall bear the following legend:

     "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,

                                  Exhibit 99.2
                                       13



<PAGE>



PLEDGED,  HYPOTHECATED  OR OTHERWISE  DISPOSED OF EXCEPT IN COMPLIANCE  WITH THE
REGISTRATION OR  QUALIFICATION  PROVISIONS OF APPLICABLE  UNITED STATES FEDERAL,
STATE AND FOREIGN SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM."

     5.8 AVAILABILITY OF FUNDS. Toshiba has sufficient funds available to enable
it to pay the  Purchase  Price  to ACC in full  pursuant  to the  terms  of this
Agreement and to perform its other obligations hereunder. Toshiba represents and
warrants  that its  obligations  under  this  Agreement  are not  subject to any
condition regarding its ability to obtain funding.

6. SURVIVAL; INDEMNIFICATION.

     6.1 SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  The  representations  and
warranties of the Parties  contained in or made pursuant to this Agreement shall
expire one (1) year after the Closing,  except that (i) the  representations and
warranties  contained  in Section 4.4  (Capitalization),  Section  4.9  (Taxes),
Section  4.16  (Warranties),  Section  4.23  (Benefit  Plans) and  Section  4.25
(Environmental   Compliance)  shall  continue  through  the  expiration  of  the
applicable  statute of  limitations  as the same may be extended,  and (ii) if a
claim or notice is given under this Section 6 with respect to any representation
or warranty prior to the applicable  expiration  date,  such  representation  or
warranty shall continue indefinitely until such claim is finally resolved.

     6.2 INDEMNIFICATION BY ACC AND AUDIOVOX. ACC and Audiovox shall jointly and
severally  indemnify and hold harmless  Toshiba and its  employees,  Associates,
Affiliates,  representatives,  advisors,  agents and assigns (collectively,  the
"TOSHIBA  INDEMNIFIED  PERSONS") from and against any and all Losses as a result
of, based upon or arising from:

          (A) Any inaccuracy in or breach of any  representation  or warranty by
     ACC  or  Audiovox  contained  herein  or in  any  schedule  or  certificate
     delivered  by or on behalf of ACC or  Audiovox  at or prior to the  Closing
     pursuant hereto.

          (B) Any breach by ACC or Audiovox of, or any failure by either of them
     to perform or comply with, any of their respective obligations contained in
     this Agreement.

     6.3  INDEMNIFICATION BY TOSHIBA.  Toshiba shall indemnify and hold harmless
ACC,   Audiovox  and  their  respective   employees,   Associates,   Affiliates,
representatives,  advisors,  agents and  assigns  from and  against  any and all
Losses as a result of, based upon or arising from:

          (A) Any inaccuracy in or breach of any  representation  or warranty by
     Toshiba contained herein or in any schedule or certificate  delivered by or
     on behalf of Toshiba at or prior to the Closing pursuant hereto.

          (B) Any breach by Toshiba  of, or any failure by Toshiba to perform or
     comply with, any of its obligations contained in this Agreement.

     6.4  LIMITS  ON  INDEMNIFICATION.  Notwithstanding  anything  herein to the
contrary,  ACC and Audiovox  shall not be  obligated  to  indemnify  the Toshiba
Indemnified   Persons   under  this  Section  6  (i)  unless  the  aggregate  of
indemnifiable  Losses  incurred  by  the  Toshiba  Indemnified  Parties  exceeds
$500,000  (the  "INDEMNIFICATION  THRESHOLD"),  in which  case  the  Indemnified
Persons  shall be entitled to recover the  difference  between  their  aggregate
indemnifiable Losses

                                  Exhibit 99.2
                                       14



<PAGE>



and a deductible amount of $100,000, or (ii) to the extent that the aggregate of
all of the indemnifiable  Losses of the Toshiba  Indemnified Parties exceeds the
Purchase  Price  (the  "INDEMNIFICATION  CAP");  provided,   however,  that  the
Indemnification  Threshold,  the  Indemnification  Cap and the deductible amount
shall not apply to any indemnification obligation of ACC or Audiovox (1) arising
out of, relating to or resulting from fraud or intentional  misrepresentation by
ACC  or  Audiovox,  or (2)  from a  breach  of  any  of the  representations  or
warranties  of ACC and  Audiovox  contained in Section 4.4  (Capitalization)  or
Section 4.9 (Taxes).

     6.5 INDEMNIFICATION PROCEDURE.

          (A) CLAIMS FOR  INDEMNIFICATION.  Whenever  any claim  shall arise for
     indemnification  under this Section 6, the  indemnified  person making such
     claim shall promptly notify the indemnifying person in writing of the claim
     and, when known, the facts constituting the basis for such claim;  provided
     that failure to give such notice shall not affect any rights or remedies of
     the indemnified person hereunder except to the extent that the indemnifying
     person is materially prejudiced thereby.

          (B)  DEFENSE.  In  connection  with any claim giving rise to indemnity
     hereunder   and   upon   request   of  the   indemnified   person   seeking
     indemnification, the indemnifying person at its sole cost and expense shall
     assume the defense of any such claim and thereafter  diligently conduct the
     defense  thereof  with counsel  reasonably  acceptable  to the  indemnified
     person.  The  indemnified  person shall be entitled to  participate  in the
     defense of any claim assumed by an indemnifying person with the indemnified
     person's counsel and at its own expense.  If the  indemnifying  person does
     not assume the defense of such action within thirty (30) days after written
     notice thereof from the indemnified  person,  and if the indemnified person
     elects at its option to assume the claim itself, the indemnified person may
     defend  against  such claim in such manner and on such terms as it may deem
     appropriate, including but not limited to settling such claim, such defense
     to  be  at  the  sole  cost  and  expense  of  the   indemnifying   person.
     Notwithstanding  the  foregoing,  without the prior written  consent of the
     indemnified  person, the indemnifying person shall not consent to the entry
     of any judgment or enter into any  settlement  (or have any  liability  for
     Losses with  respect  thereto)  which does not include as an  unconditional
     term thereof the giving by the  claimant or  plaintiff  to the  indemnified
     persons a release from all liability with respect to such claims.

          (C) REASONABLE  COOPERATION.  The indemnified persons shall reasonably
     cooperate at the  indemnifying  person's  expense in any  Proceedings  with
     respect to any claim in respect of which indemnity is provided  pursuant to
     this  Section  6,   including,   but  not  limited  to,  by  providing  the
     indemnifying  person  with  reasonable  access to  employees  and  officers
     (including as witnesses) and other information.

     6.6 NOTICE BY INDEMNIFYING  PERSONS.  The indemnifying persons shall notify
the  indemnified  persons  of any  Liabilities,  claims  or  misrepresentations,
breaches or other matters covered by this Section 6 upon discovery or receipt of
notice thereof, whether before or after the Closing.

     6.7 REDUCTION OF INTERCOMPANY NOTE.  Audiovox may, at its option and to the
extent that there are amounts  outstanding under the Intercompany  Note, satisfy
its indemnification obligations hereunder by reducing the outstanding balance of
the  Intercompany  Note  by the  amount  of any  Losses  suffered  by a  Toshiba
Indemnified Person that are indemnifiable by

                                  Exhibit 99.2
                                       15



<PAGE>



Audiovox  under this Section 6;  provided that the Toshiba  Indemnified  Persons
shall be entitled to receive cash as reimbursement for any cash payments made to
third parties in respect of Losses that are indemnifiable by Audiovox under this
Section 6.

     6.8 NO RIGHT OF  SUBROGATION.  Audiovox shall have no right of subrogation,
reimbursement or similar right against any ACC Entity with respect to Audiovox's
indemnity  obligations under this Section 6. Audiovox hereby  irrevocably waives
all such rights, and agrees not to institute any Proceedings  against Toshiba or
the ACC Entities with respect to the same.

     6.9 NOT EXCLUSIVE REMEDY. This Section 6 shall not be deemed to preclude or
otherwise  limit in any way the  exercise of any other  rights or the pursuit of
any other  remedies  for the  breach of this  Agreement  or with  respect to any
inaccuracy of representations or warranties contained herein.

     6.10 NO  DUPLICATION.  No  indemnified  person  shall  be  entitled  to any
duplication of reimbursement or indemnification with respect to any claims which
constitute  a breach  of more than one  representation,  warranty,  covenant  or
agreement contained in this Agreement,  provided that such claims are reimbursed
or indemnified to the full extent provided for hereunder.

7. CONFIDENTIALITY; PUBLICITY.

     7.1  CONFIDENTIAL  INFORMATION.  The Parties  recognize that, in connection
with the performance of the  transactions  contemplated  hereby,  each Party (in
such capacity, the "DISCLOSING PARTY") may disclose Confidential  Information to
the other Parties (each in such capacity,  the "RECEIVING PARTY").  For purposes
of this  Agreement,  "CONFIDENTIAL  INFORMATION"  means any and all  information
(whether  owned by the  Disclosing  Party or any  Person to whom the  Disclosing
Party owes a non-disclosure  obligation)  regarding the Disclosing Party and its
business which is (i) in written or other tangible form and marked with a legend
which  identifies  the  information as  confidential,  or (ii) in oral or visual
form,  identified as being confidential at the time of disclosure and thereafter
summarized in a writing which  identifies the information as confidential and is
transmitted  to a  Receiving  Party  within  thirty (30) days after such oral or
visual disclosure.

     7.2 CONFIDENTIALITY OBLIGATION. Each Receiving Party agrees for a period of
two (2) years after the receipt of any  Confidential  Information (i) to protect
the Confidential Information and not to disclose the Confidential Information to
any Person,  utilizing the same degree of care the Receiving  Party  utilizes to
protect its own  confidential  information of a similar nature,  and (ii) not to
utilize the  Confidential  Information  for any purpose other than in connection
with the  transactions  contemplated  hereby.  The  Parties  agree  to  restrict
distribution of the  Confidential  Information to those Persons  involved in the
subject  of the  discussions  who  have a "need  to know"  such  information  in
connection with the discussions.

     7.3  EXCEPTIONS.  Notwithstanding  the  provisions  of  Section  7.2,  each
Receiving Party shall have no obligation to maintain the  confidentiality of any
information, and the Confidential Information shall not include any information,
that (i) is or  becomes  generally  available  in the public  domain  other than
through  unauthorized or improper  disclosure by the Receiving  Party,  (ii) was
validly in the Receiving Party's  possession prior to disclosure by a Disclosing
Party,  (iii) was  independently  developed by the Receiving  Party, or (iv) was
received by the Receiving  Party from another  Person  without  violation of any
confidentiality obligations.

                                  Exhibit 99.2
                                       16



<PAGE>



     7.4 DISPOSAL OF  CONFIDENTIAL  INFORMATION.  Within thirty (30) days of the
termination of this Agreement,  upon the applicable  Disclosing Party's request,
each  Receiving  Party  shall  return to the  Disclosing  Party or  destroy  all
Confidential Information (including copies and electronic records thereof).

     7.5  PUBLICITY.  Subject  to  applicable  Law and the  applicable  rules or
regulations  of any stock exchange on which the securities of any Party are then
traded,   no  Party  shall  issue  any  press  release,   publicity   statement,
communication  with  stockholders,  public  notice  or other  public  disclosure
relating  directly to this  Agreement or the  transactions  contemplated  hereby
without prior notice to,  consultation with, and the consent of the other Party.
Notwithstanding  the  foregoing,  so long  as the  disclosing  Party  reasonably
attempts to consult with and obtain the consent of the other Parties, limits the
applicable  disclosure  to the  extent  practicable  and  provides a copy of the
disclosure to the  non-disclosing  Party  concurrently with or in advance of its
public release,  such  consultation and consent shall not be required if a Party
must make a public  disclosure  on an  emergency  basis in order to comply  with
applicable securities Laws.

8. GENERAL PROVISIONS.

     8.1 GOVERNING  LAW. This  Agreement  shall be construed and  interpreted in
accordance  with and  governed  by the Laws of the  State of New  York,  U.S.A.,
including, without limitation,  Section 5-1401 of the General Obligations Law of
the State of New York (without regard to the choice of law provisions  thereof).
Judgement  upon an award  rendered  by the  arbitrators  pursuant to Section 8.2
shall be entered in the courts of the State of New York,  and the Parties hereby
submit to the exclusive  jurisdiction of such courts for the purpose of any such
entry.  The Parties  agree and consent that services of process may be made upon
the Parties in any legal proceedings  relating hereto by any means allowed under
applicable Law.

     8.2 DISPUTE RESOLUTION.

          (A) The Parties intend that all disputes  between the Parties  arising
     out of this Agreement shall be settled by the Parties amicably through good
     faith  discussions  upon the written request of either Toshiba or Audiovox.
     In the event that any such  dispute  cannot be  resolved  thereby  within a
     period of sixty (60) calendar  days after such notice has been given,  such
     dispute shall be finally  settled by binding  arbitration at the request of
     Toshiba or Audiovox.

          (B) Each  arbitration  hereunder  shall be  conducted  in the  English
     language in New York, New York, and shall be  administered  by the American
     Arbitration  Association  under its  Commercial  Arbitration  Rules then in
     effect,  before  three  (3)  independent  arbitrators  to be  appointed  as
     follows.  Toshiba and Audiovox shall each appoint one (1)  arbitrator,  and
     the two (2)  arbitrators so appointed  shall appoint a third  arbitrator in
     accordance  with  paragraph  (c) of AAA Rule R-15  (Appointment  of Neutral
     Arbitrator by Party-Appointed  Arbitrators or Parties) currently in effect.
     However, in all events, these arbitration  provisions shall govern over any
     conflicting rules which may now or hereafter be contained in the applicable
     rules.

          (C)  Toshiba  and  Audiovox  each may demand  arbitration  by filing a
     written  demand  with the other  Party  within  one  hundred  eighty  (180)
     calendar days after the  expiration of the sixty (60) day period  described
     above. The arbitrators  shall have the authority to grant any equitable and
     legal remedies that would be available in any judicial  proceeding intended
     to  resolve  a  dispute,  including  the  termination  of  this  Agreement.
     Notwithstanding the foregoing, Toshiba

                                  Exhibit 99.2
                                       17



<PAGE>



     and  Audiovox  each shall be entitled to seek  preliminary  injunctive
     relief from any court of competent jurisdiction, pending the final decision
     or award of the arbitrators. The award rendered in an arbitration hereunder
     shall be final and non-appealable.

     8.3  NOTICES  AND  OTHER  COMMUNICATIONS.  Any and all  notices,  requests,
demands and other communications  required or otherwise  contemplated to be made
under this Agreement shall be in writing and in English and shall be provided by
one or more of the  following  means and shall be deemed to have been duly given
(a) if delivered personally,  when received, (b) if transmitted by facsimile, on
the first (1st) Business Day following receipt of a transmittal confirmation, or
(c) if by  international  courier  service,  on the  third  (3rd)  Business  Day
following  the date of  deposit  with  such  courier  service,  or such  earlier
delivery  date as may be  confirmed  in writing  to the  sender by such  courier
service. All such notices,  requests,  demands and other communications shall be
addressed as follows:

      If to Toshiba:

               Toshiba Corporation
               Mobile Communications Company
               1-1, Shibaura 1-chome, Minato-ku
               Tokyo 105-8001
               Japan

               Attention:       General Manager, International Operations
               Telephone:       -81-3-3457-3241
               Facsimile:       -81-3-3457-8194

      If to Audiovox:

               Audiovox Corporation
               150 Marcus Blvd.
               P.O. Box 18000
               Hauppauge, NY  11788-1800
               U.S.A.
               Attention:       Charles M. Stoehr
               Telephone:       (631) 436-6505
               Facsimile:       (631) 231-1370

      If to ACC:

               Audiovox Communications Corp.
               555 Wireless Boulevard

               Hauppauge, New York  11788
               U.S.A.

               Attention:       Philip Christopher
               Telephone:       (631) 233-3300
               Facsimile:       (631) 951-0784

                                  Exhibit 99.2
                                       18



<PAGE>



      With a copy to:

               Levy & Stopol, LLP
               East Tower, 14th Floor
               190 EAB Plaza
               Uniondale, NY 11556-0190
               Telephone:  (516) 802-7007
               Facsimile:  (516) 802-7008

or to such other  address or facsimile  number as a Party may have  specified to
the other Parties in writing delivered in accordance with this Section 8.3.

     8.4  SEVERABILITY.  If any provisions of this Agreement shall be held to be
illegal,  invalid or unenforceable,  the Parties agree that such provisions will
be enforced to the maximum extent  permissible so as to effect the intent of the
Parties,  and  the  validity,  legality  and  enforceability  of  the  remaining
provisions  of this  Agreement  shall  not in any way be  affected  or  impaired
thereby.  If  necessary  to effect the intent of the  Parties,  the Parties will
negotiate  in good faith to amend this  Agreement  to replace the  unenforceable
language with  enforceable  language which as closely as possible  reflects such
intent.

     8.5 AMENDMENTS. This Agreement may be amended or modified only by a written
instrument signed by each Party.

     8.6  WAIVER.  Any  waiver  by a Party of an  instance  of  another  Party's
noncompliance with any obligation or responsibility herein contained shall be in
writing  and  signed  by the  waiving  Party and shall not be deemed a waiver of
other instances of another Party's noncompliance hereunder.

     8.7 NO ASSIGNMENT.  This  Agreement  shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and permitted assigns
of the  Parties.  Nothing in this  Agreement  shall  confer any rights  upon any
Person  other than the Parties and their  respective  successors  and  permitted
assigns.  No Party may assign  this  Agreement  or its rights  hereunder  to any
Person without the written  consent of the other  Parties.  No assignment by any
Person of this  Agreement  or of any of such  Person's  rights  hereunder  shall
release  such  Person  from  any of its  obligations  hereunder.  Any  attempted
assignment of this  Agreement in violation of this Section 8.7 shall be void and
of no effect.

     8.8  EXPENSES.  Toshiba  shall bear all  out-of-pocket  costs and  expenses
(including, without limitation, attorney's, accountant's and financial advisor's
fees)  incurred by it in connection  with the  negotiation  and execution of the
Transaction Agreements. Audiovox shall bear all out-of-pocket costs and expenses
(including, without limitation, attorney's, accountant's and financial advisor's
fees)  incurred  by it,  the ACC  Entities  or their  respective  Affiliates  or
Associates in connection  with the  negotiation and execution of the Transaction
Agreements.

     8.9  CONSTRUCTION.  This  Agreement has been  negotiated by the Parties and
their respective  counsel and shall be fairly interpreted in accordance with its
terms and without any strict construction in favor of or against any Party.

     8.10 INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT.  Unless the context
shall

                                  Exhibit 99.2
                                       19



<PAGE>



otherwise  require,  any  pronoun  shall  include the  corresponding  masculine,
feminine and neuter  forms,  and words using the singular or plural number shall
also include the plural or singular number,  respectively.  The words "include,"
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation".  All references herein to Articles, Sections, Annexes, Exhibits and
Schedules  shall be deemed to be  references  to Articles  and  Sections of, and
Annexes,  Exhibits and  Schedules  to, this  Agreement  unless the context shall
otherwise  require.  The  headings of the Articles and Sections are inserted for
convenience  of reference only and are not intended to be a part of or to affect
the meaning or  interpretations  of this  Agreement.  Unless the  context  shall
otherwise require, any reference to any agreement or other instrument or statute
or regulation is to such agreement, instrument, statute or regulation as amended
and supplemented from time to time (and, in the case of a statute or regulation,
to any successor  provision).  Any  reference in this  Agreement to a "day" or a
number of "days"  (without the explicit  qualification  of "Business")  shall be
interpreted  as a reference to a calendar day or number of calendar days. If any
action or notice is to be taken or given on or by a particular calendar day, and
such  calendar  day is not a Business  Day,  then such action or notice shall be
deferred until, or may be taken or given, on the next Business Day.

     8.11 DISCLAIMER OF AGENCY. This Agreement shall not constitute any Party as
a legal  representative  or agent of any other Party, nor shall a Party have the
right or  authority  to  assume,  create  or incur  any  Liability  of any kind,
expressed  or implied,  against or in the name or on behalf of another  Party or
any of its Affiliates.

     8.12 LANGUAGE.  The Parties have  negotiated  this Agreement in the English
language, which shall be the governing language of this Agreement.

     8.13  RELATIONSHIP OF THE PARTIES.  Nothing  contained in this Agreement is
intended  to, or shall be  deemed  to,  create a  partnership  or joint  venture
relationship  among the  Parties  or any of their  Affiliates  for any  purpose,
including  tax  purposes.  None  of the  Parties  nor  any of  their  respective
Affiliates will take a position contrary to the foregoing.

     8.14 SPECIFIC PERFORMANCE. The Parties agree that each other Party shall be
entitled to obtain an injunction or injunctions  in accordance  with the dispute
resolution  procedures  contained  in  Section  8.2 to prevent  breaches  of the
provisions of this  Agreement,  or any agreement  contemplated  hereunder and to
enforce  specifically the terms and provisions  hereof, in each instance without
being required to post bond or other  security,  without being required to prove
irreparable  harm,  and in addition to, and without having to prove the adequacy
of, other remedies at Law.

     8.15 CONSEQUENTIAL AND OTHER DAMAGES. No Party shall be liable to the other
Party under any contract,  negligence,  strict liability or other theory for any
indirect,   incidental,   consequential,   punitive  or  other  special  damages
(including without limitation lost profits) asserted by the other Party.

     8.16 ENTIRE AGREEMENT.  The provisions of this Agreement, the Schedules and
Exhibits  hereto  and the other  Transaction  Agreements  set  forth the  entire
agreement and  understanding  among the Parties as to the subject  matter hereof
and  supersede  all prior  agreements,  oral or  written,  and all  other  prior
communications among the Parties relating to the subject matter hereof.

                                  Exhibit 99.2
                                       20



<PAGE>



     8.17  COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which shall be binding as of the date first written above,
and all of  which  shall  constitute  one and the  same  instrument.  Each  such
counterpart shall be deemed an original, and it shall not be necessary in making
proof  of  this  Agreement  to  produce  or  account  for  more  than  one  such
counterpart.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]



                                  Exhibit 99.2
                                       21



<PAGE>



     IN  WITNESS  WHEREOF,   the  Parties  have  caused  their  respective  duly
authorized  representatives to execute this Securities  Purchase Agreement as of
the date first above written.

                                    TOSHIBA CORPORATION,

                                    a Japanese corporation, acting through its
                                    Mobile Communications Company

                                    By:   s/ Tetsuya Mizoguchi
                                          --------------------------------------
                                          Name:      Tetsuya Mizoguchi
                                          Title:     President and CEO,
                                                     Mobile Communications
                                                     Company

                                    AUDIOVOX COMMUNICATIONS

                                    CORP.,

                                    a Delaware corporation

                                    By:   s/ Philip Christopher
                                          --------------------------------------
                                          Name:      Philip Christopher
                                          Title:     Chief Executive Officer

                                    AUDIOVOX CORPORATION,

                                    a Delaware corporation

                                    By:   s/ John J. Shalam
                                          --------------------------------------
                                          Name:      John J. Shalam
                                          Title:     Chief Executive Officer






                                  Exhibit 99.2
                                       22



<PAGE>



                                     ANNEX I

                               CERTAIN DEFINITIONS

     "ACC'S  KNOWLEDGE"  or the  "KNOWLEDGE  OF ACC" shall mean the knowledge of
Philip   Christopher,   Michael   Stoehr  and  Neil  Levine   after   reasonable
investigation of the matter in question.

     "AFFILIATE"  of a  specified  Person  means any Person  that  controls,  is
controlled  by or is under  common  control  with  such  specified  Person.  For
purposes of this  definition,  "CONTROL" shall mean the possession,  directly or
indirectly,  of power to direct or cause the direction of management or policies
(whether  through  ownership of  securities  or other  ownership  interests,  by
contract or otherwise).

     "APPROVAL" means, as to any Person, any consent,  approval,  authorization,
waiver,  grant,  concession,  license,  exemption  or  order  of,  registration,
certificate, declaration or filing with, or report or notice to, such Person.

     "ASSOCIATE" of a Person means:

          (i) any officer or director of such Person, or other Person serving in
     a similar role with respect to such Person;

          (ii) any  corporation  or other entity (other than Audiovox or any ACC
     Entity) of which such  Person or any Person  specified  in clause (i) is an
     officer,  partner,  manager  or Person  serving in a similar  role,  or is,
     directly or indirectly,  the beneficial owner of 5% or more of any class of
     equity securities;

          (iii) any trust or other  estate in or as to which such  Person or any
     Person  specified  in clauses  (i) or (ii) has a 10% or greater  beneficial
     interest or serves as trustee or in a similar capacity; or

          (iv) any relative or spouse of such Person or any Person  specified in
     clause (i), or any relative of such spouse.

     "BUSINESS" means the research, development, design, manufacture, marketing,
sale and/or service of Products.

     "BUSINESS DAY" means a day on which  commercial  banks in New York City are
generally open to conduct their regular banking business.

     "CONTRACT" means any contract,  agreement, lease, plan, instrument or other
document,  commitment,  arrangement,  undertaking,  practice,  understanding  or
authorization, in each case whether or not in writing.

     "GOVERNMENT  APPROVAL"  means any Approval of, to or with any  Governmental
Authority.

     "GOVERNMENTAL   AUTHORITY"  shall  mean  any  federation,   nation,  state,
sovereign or government, any federal,  supranational,  regional, state, local or
municipal political subdivision,

                                  Exhibit 99.2
                                       23



<PAGE>



any governmental or administrative body, instrumentality,  department or agency,
or any court,  administrative  hearing  body,  arbitrator,  commission  or other
similar  dispute  resolving  panel  or body,  and any  other  entity  exercising
executive,  legislative,  judicial,  regulatory or administrative functions of a
government.

     "INTELLECTUAL PROPERTY" means all patents, trademarks, service marks, trade
names,  copyrights,  trade  secrets,  know-how,  technology,  software and other
intellectual  property and proprietary rights owned by the ACC Entities that are
material to or reasonably necessary to the conduct of the ACC Entities' business
as presently  conducted or  presently  proposed by the Company to be  conducted;
provided,  however, that computer software,  computer programs and source disks,
and related  program  documentation,  tapes,  manuals,  forms,  guides and other
materials  that are licensed to Audiovox or any ACC Entity shall not  constitute
or be  deemed to  constitute  Intellectual  Property  for any  purposes  of this
Agreement.

     "LAWS" means all applicable provisions of all (i) constitutions,  treaties,
statutes, laws (including common law), rules,  regulations,  ordinances or codes
of  any  Governmental  Authority,  and  (ii)  orders,  decisions,   injunctions,
judgments, awards and decrees of any Governmental Authority.

     "LEGAL  REQUIREMENT"  shall  mean  any  federal,  state,  regional,  local,
municipal, foreign or other Law, statute, legislation,  constitution,  principle
of  common  law  or  equity,   resolution,   ordinance,   code,  edict,  decree,
proclamation,  treaty, convention, rule, regulation,  permit, ruling, directive,
pronouncement,    requirement    (licensing   or   otherwise),    specification,
determination,  decision,  opinion or interpretation that is, has been or may in
the future be issued, enacted,  adopted,  passed, approved,  promulgated,  made,
implemented  or  otherwise  put into  effect  by or under the  authority  of any
Governmental Authority.

     "LIABILITY"  shall mean any  direct or  indirect  liability,  indebtedness,
obligation,   expense,  cost,  claim,  loss,  damage,  deficiency,  guaranty  or
endorsement of or by any Person,  absolute or contingent,  accrued or unaccrued,
due or to come due, liquidated or unliquidated, whether or not made or asserted,
in each case to the extent required by GAAP to be reflected or reserved  against
on a balance sheet.

     "LIEN"  shall  mean  any  lien,   mortgage,   security  interest,   pledge,
restriction  on  transferability,  defect  of title or other  claim,  charge  or
encumbrance  of any nature  whatsoever  on any  property or  property  interest,
including any  restriction on the use,  voting,  transfer,  receipt of income or
other exercise of any attributes of ownership.

     "LOSS"  means  any  Proceeding,   cost,  damage,   disbursement,   expense,
liability,  loss,  deficiency,  diminution  in  value,  obligation,  penalty  or
settlement  of  any  kind  or  nature,  whether  foreseeable  or  unforeseeable,
including,  without  limitation,  interest or other carrying  costs,  penalties,
legal,  accounting  and other  professional  fees and  expenses  incurred in the
investigation, collection, prosecution and defense of claims and amounts paid in
settlement,  that may be imposed on or  otherwise  incurred  or  suffered by the
specified Person.

     "MATERIAL  ADVERSE  EFFECT"  means a  material  adverse  effect  on the ACC
Entities or their respective business,  assets, results of operation,  financial
condition or prospects,  taken as a whole,  or the ability of Audiovox or ACC to
perform its respective obligations under the Transaction Agreements.

                                  Exhibit 99.2
                                       24



<PAGE>



     "MATERIAL  CONTRACTS"  means all  Contracts  that are  material  to the ACC
Entities, including all Contracts (i) obligating any ACC Entity to pay an amount
of $1,000,000 or more; (ii) expressly limiting or restricting the ability of any
ACC Entity to compete or  otherwise  to conduct  its  business  in any manner or
place;  (iii)  pursuant to which any ACC Entity has  incurred or may incur money
indebtedness  of $1,000,000 or more;  (iv)  providing for the use of or limiting
the use of any  Intellectual  Property;  (v) all  leases  of  real  property  or
material personal  property;  (vi) any joint venture,  partnership,  cooperative
arrangement or any other Contract involving a sharing of profits;  and (vii) any
Contract related to the acquisition of a business of or an ownership interest in
any other Person.

     "ORGANIZATIONAL   DOCUMENTS"   of  a  Person  means  its   Certificate   of
Incorporation, Bylaws or other organizational documents.

     "PERMITTED  LIENS"  means  (i)  Liens  reserved  against  in the  Financial
Statements  (including  any  notes  thereto)  to the  extent so  reserved,  (ii)
mechanics', carriers', workers', repairers',  materialmen's,  warehousemen's and
other  similar Liens arising out of operation of Law with respect to a Liability
incurred in the  ordinary  course of  business,  (iii) Liens for Taxes which are
being contested in good faith by appropriate  Proceedings or Liens for Taxes not
yet due, (iv) Liens  disclosed on Section 4.11 of the Disclosure  Schedule,  and
(v) such  other  Liens that have not had and would not be  reasonably  likely to
materially  detract from the value of or impair the use of the property  subject
thereto.

     "PERSON" means a natural individual,  Governmental Authority,  partnership,
firm, corporation or other entity.

     "PROCEEDING" shall mean any action, litigation,  arbitration,  suit, claim,
proceeding or investigation or review of any nature, civil, criminal, regulatory
or otherwise, before any Governmental Authority.

     "PRODUCTS" shall have the meaning set forth in the Distribution Agreement.

     "SEC" means the U.S. Securities Exchange Commission.

     "SECURITIES"  of a Person  means  shares of  capital  stock,  other  equity
securities  of  the  Person,  and  options,  warrants,  convertible  securities,
exchangeable securities or other rights to acquire capital stock or other equity
securities of the Person.

     "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

     "SECURITIES  LAWS" means the Securities Act, the U.S.  Securities  Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     "TAX  RETURN"  shall  mean  any  return,  statement,  declaration,  notice,
certificate or other document that is or has been filed with or submitted to, or
required  to be filed  with or  submitted  to,  any  Governmental  Authority  in
connection with the determination,  assessment, collection or payment of any Tax
or in connection with the  administration,  implementation  or enforcement of or
compliance with any Legal Requirement related to any Tax.

                                  Exhibit 99.2
                                       25



<PAGE>



     "TAXES"  shall  mean  (i)  all  taxes,  charges,  fees,  levies,  or  other
assessments,  imposed by any taxing authority, including income, gross receipts,
excise,  property,  sales, use, transfer,  payroll,  license, ad valorem,  value
added,  withholding,  social  security,  national  insurance  (or other  similar
contributions  or  payments),  franchise,  estimated,  severance and stamp taxes
(including  any  interest,  fines,  penalties or additions  attributable  to, or
imposed on or with respect to, any such taxes,  charges,  fees,  levies or other
assessments),  (ii)  liability of a Person for the payment of any amounts of the
type  described  in clause  (i) as a result of being a member of an  affiliated,
consolidated,  combined,  unitary or similar  group,  and (iii)  liability  of a
Person for the payment of any amounts of the type  described  in clause (i) as a
result of any express or implied obligation to indemnify any other Person.

                                  Exhibit 99.2
                                       26



<PAGE>


                                LIST OF EXHIBITS

Exhibit 1               Non-Negotiable Subordinated Convertible Promissory Note
------- -

Exhibit 2.2(c)(i)        Stockholders Agreement

Exhibit 2.2(c)(ii)       Distribution Agreement

Exhibit 2.2(c)(iii)      Philip Christopher Employment Agreement

Exhibit 2.2(c)(iv)       Trademark License Agreement

Exhibit 2.2(c)(v)        Shared Services Agreement

Exhibit 2.2(c)(vii)      Non-Negotiable Demand Note

                                  Exhibit 99.2
                                       27


                             STOCKHOLDERS AGREEMENT

     THIS STOCKHOLDERS  AGREEMENT (this "AGREEMENT") is made and entered into as
of May 29, 2002 by and among TOSHIBA CORPORATION, a Japanese corporation, acting
through its Mobile Communications Company ("TOSHIBA"),  AUDIOVOX CORPORATION,  a
Delaware corporation ("AUDIOVOX"), and AUDIOVOX COMMUNICATIONS CORP., a Delaware
corporation ("ACC"). Toshiba and Audiovox are referred to herein collectively as
the "PARTIES" and each individually as a "PARTY".

                                    RECITALS

     A. ACC,  Audiovox and Toshiba have  entered  into the  Securities  Purchase
Agreement  dated as of the date hereof (the  "SECURITIES  PURCHASE  AGREEMENT"),
pursuant to which Toshiba is acquiring (i) shares of ACC's Class B Common Stock,
no par value per share, and (ii) a subordinated  convertible  promissory note of
ACC (the  "NOTE").  After giving effect to such  acquisition,  Audiovox will own
seventy-five  percent  (75%) and Toshiba  will own  twenty-five  percent  (25%),
respectively, of ACC's outstanding capital stock.

     B. The Parties and ACC desire to enter into this  Agreement  at the Closing
as contemplated by the Securities Purchase Agreement.

     C. Certain  terms used herein have the meanings set forth for such terms in
the  text of this  Agreement  or in Annex I  hereto.  Unless  otherwise
  defined
herein,  terms used herein that are defined in the Securities Purchase Agreement
shall have the same meanings set forth for such terms in the Securities Purchase
Agreement.

     NOW,  THEREFORE,  for valuable  consideration,  the receipt and adequacy of
which are hereby acknowledged, the Parties and ACC hereby agree as follows:

                                    AGREEMENT

1.   OPERATION AND MANAGEMENT OF ACC.

     1.1 BOARD OF DIRECTORS.  ACC will be managed by its Board of Directors (the
"BOARD") in accordance  with the terms of this Agreement,  ACC's  Organizational
Documents  and  applicable  Law. The Board shall  consist of five (5)  directors
("DIRECTORS"),  four (4) of whom shall be  appointed  by Audiovox and one (1) of
whom shall be appointed by Toshiba. Toshiba shall also have the right to appoint
one (1) Board observer, who shall be entitled to attend Board proceedings.  Such
Board observer may share  information with Toshiba and its  representatives  but
shall otherwise treat all information learned at such proceedings in confidence.
Each Party shall  exercise all voting rights with respect to its  Securities and
take such other necessary  action in order to ensure that the composition of the
Board is as set forth in this Section 1.1. The Directors and all observers shall
be individuals of good moral character and  unaffiliated  with any competitor of
ACC.

     1.2 REMOVAL;  REAPPOINTMENT OF DIRECTORS.  Each Party shall have the right,
in its

                                  Exhibit 99.3
                                        1



<PAGE>





sole  discretion,  to remove at any time any  Director  appointed  by such Party
pursuant to Section 1.1,  effective  upon delivery of written  notice to ACC and
the other  Party.  In the case of a vacancy in the office of a Director  for any
reason (including removal pursuant to the preceding sentence), the vacancy shall
be filled  by the Party  that  appointed  the  Director  to which  such  vacancy
relates.  Toshiba may remove  and/or  replace its Board  observer  described  in
Section  1.1 at any time at its sole  discretion,  effective  upon  delivery  of
written notice to ACC and Audiovox.

     1.3 BOARD MEETINGS.

          (A) Each Director shall have the authority to convene Board  meetings.
     Absent a contrary decision by the Board, meetings shall be held on Business
     Days at the offices of ACC.  Directors may attend Board  meetings in person
     or by any  other  means  of  attendance  permitted  under  applicable  Law,
     including by telephone.

          (B) The Board shall meet at least quarterly, and written notice of all
     Board meetings shall be given to each Director and each Party not less than
     ten (10) days in advance of each  meeting.  The ten (10)-day  period may be
     shortened  by  written  waiver  of  the  Director  in  question  or  actual
     attendance  by  such  Director,  without  objection,  at a  Board  meeting.
     Additionally,  each  Director  shall  promptly  cooperate  in good faith to
     attend or waive notice with respect to Board  meetings that must be held on
     less than ten (10) days notice due to operational emergencies (a Director's
     failure to so  cooperate  in good faith with  respect to any Board  meeting
     shall be deemed to constitute such Director's waiver of notice with respect
     to such  meeting).  Minutes of Board  meetings  shall be prepared by ACC in
     English,  and shall be  distributed  to each Director  reasonably  promptly
     following such meeting.

     1.4 BOARD QUORUM; VOTING; RESOLUTIONS. Subject to Section 1.5, (a) a quorum
shall be deemed to exist for purposes of Board actions so long as at least three
(3) Directors are present,  and (b) any action,  determination  or resolution of
the Board shall require the affirmative vote of a majority of Directors  present
at a meeting at which a valid quorum pursuant to this Section 1.4 is present.

     1.5 EXTRAORDINARY  APPROVAL ITEMS. ACC shall not take or agree to take, and
shall not  permit  any of its  controlled  Affiliates  to take or agree to take,
directly or indirectly,  any of the following actions  ("EXTRAORDINARY  APPROVAL
ITEMS") without the prior written approval of Toshiba.

          (A) Subject to Section 4.5, amend or modify any of its  Organizational
     Documents.

          (B) Engage in any line of  business  that is outside  the scope of the
     Business.

          (C)  Other  than in the  ordinary  course  of the  Business,  make any
     capital or other  expenditures  that,  individually  or  together  with all
     related expenditures,  exceed twenty percent (20%) of the fair value of the
     total assets of ACC.

          (D)  Other  than  in  the  ordinary  course  of the  Business,  incur,
     guarantee or

                                  Exhibit 99.3
                                        2



<PAGE>





          otherwise  become  liable  for,  or grant  Liens with  respect to, any
          indebtedness   that,   individually   or  together  with  all  related
          indebtedness,  exceeds  twenty  percent (20%) of the fair value of the
          total assets of ACC.

          (E) Issue or sell  capital  stock (or any  rights to  acquire  capital
     stock) other than common stock.

          (F) Declare or pay any  dividends or other  distributions  (in cash or
     other  property) on account of any equity  securities,  or redeem,  retire,
     purchase or otherwise acquire any equity securities,  other than to or from
     all  stockholders on a pro rata basis in accordance  with their  respective
     holdings.

          (G) Other than in the ordinary course of the Business,  pay, purchase,
     redeem,   retire  or  otherwise  acquire,   directly  or  indirectly,   any
     indebtedness  (including debt  securities)  that,  individually or together
     with all related  indebtedness,  exceeds  twenty  percent (20%) of the fair
     value of the total  assets of ACC,  other than at  maturity  or pursuant to
     fixed or mandatory prepayments,  redemptions or sinking funds in accordance
     with the terms of the applicable indebtedness.

          (H) Merge or consolidate with or into another Person.

          (I) Other than in the ordinary course of the Business,  sell, lease or
     otherwise dispose of assets that, individually or together with all related
     disposed assets, exceed twenty percent (20%) of the fair value of the total
     assets of ACC.

          (J) Other than in the ordinary course of the Business, (1) purchase or
     otherwise acquire (whether through a stock purchase,  asset purchase, stock
     swap or otherwise)  any business or assets that,  individually  or together
     with all related acquired businesses or assets, exceed twenty percent (20%)
     of the fair value of the total assets of ACC, or (2) enter into,  terminate
     or materially amend the terms of any joint venture,  partnership or similar
     transaction  that,  individually or together with all related  transactions
     being undertaken, represent assets of ACC exceeding twenty percent (20%) of
     the fair value of the total assets of ACC.

          (K) Except for Contracts with  underwriters in connection with an IPO,
     enter into or amend any  Contract  that is outside the  ordinary  course of
     ACC's  Business  and,  individually  or together  with  related  Contracts,
     involves  aggregate  commitments  in excess of twenty  percent (20%) of the
     fair value of the total assets of ACC.

          (L) Change its independent accountants.

          (M) Enter into or amend any  Contract  between  ACC or its  controlled
     Affiliates,  on the one  hand,  and  Audiovox  or its  Affiliates  or their
     respective  Associates,  on the other  hand,  except for any  Contracts  or
     amendments  thereto that are in good faith,  in the ordinary  course of the
     Business,  and on terms  that are at  least  as  favorable  to ACC as those
     available from third parties that are unaffiliated with Audiovox.

                                  Exhibit 99.3
                                        3



<PAGE>





          (N) File a petition for bankruptcy, dissolution or liquidation, make a
     general  assignment  for the  benefit of  creditors,  appoint a receiver or
     trustee to take possession of all or  substantially  all of its assets,  or
     take any other action with respect to winding up and dissolution.

          (O) Adopt or amend any employee  equity  incentive plan providing that
     the holders' rights under the plan will be triggered or exercisable in case
     of a change of control of ACC (whether through an acquisition of a majority
     of ACC's capital stock, an acquisition of all or substantially all of ACC's
     assets or a similar event conveying control of ACC).

     1.6 OFFICERS.

          (A) Toshiba shall have the right to designate  individuals as officers
     of  ACC  in the  following  capacities:  Executive  Vice  President;  Chief
     Technology   Officer  for  Toshiba   Products;   and  Vice   President  for
     Merchandizing  -- Toshiba  Products.  Toshiba  shall also have the right to
     remove and replace its designees in a manner  consistent  with Section 1.2.
     Such  officers  designated  by  Toshiba  shall have the duties set forth on
     Exhibit  1.6(a).  Subject  to the  following  conditions,  the Board  shall
     appoint Toshiba's  designees to these positions.  Such individuals shall be
     (1)  qualified  and  competent in their  positions in terms of  experience,
     expertise,  moral  character,  ability to interface with other ACC officers
     and  employees  and other  relevant  attributes,  (2)  unaffiliated  with a
     competitor of ACC, (3) not impose an  unreasonable  expense on ACC, and (4)
     have the approval of the Chief  Executive  Officer (who may not withhold or
     withdraw  his  approval  without  reasonable  cause).  The Chief  Executive
     Officer, in his discretion,  may also hire additional  individuals proposed
     by Toshiba as  employees  of ACC,  and the Board,  in its  discretion,  may
     appoint one or more of such individuals as officers of ACC.

          (B) All other officers of ACC shall be appointed by the Board,  in its
     discretion,  including the Chief Executive  Officer and the Chief Financial
     Officer.

          (C) Each  officer  of ACC shall be  qualified  and  competent  for his
     position  in terms of  experience,  expertise,  moral  character  and other
     relevant attributes.

     1.7  STOCKHOLDERS'  MEETINGS.  Each  fiscal  year ACC shall  have an annual
stockholders meeting and such other stockholders  meetings as may be convened by
the Board.  Each  stockholders  meeting shall be convened at such time and place
determined  by the  Board.  Stockholders  of ACC  shall  receive  notice of each
stockholders'  meeting at least two (2) weeks before the  scheduled  date of the
meeting.  Minutes of stockholders  meetings shall be prepared by ACC in English,
and shall be  distributed  to each  Party  reasonably  promptly  following  each
meeting.

     1.8 BUDGETS AND PLANS.  The CEO and the Executive Vice President  appointed
by Toshiba  shall prepare in  consultation  with Toshiba and submit to the Board
for its review and approval,  and the Board shall approve (with such  amendments
and modifications as it deems  appropriate),  the budgets and plans described in
this Section 1.8 based on ACC's  Product  roadmap and Product Plan  provided for
under Section 7.3 and Section 7.4 of the Distribution Agreement.

                                  Exhibit 99.3
                                        4



<PAGE>





          (A) ANNUAL AND SEMI-ANNUAL  BUDGETS.  Annual and semi-annual  budgets,
     setting forth (1) profit and loss  information,  including  sales and units
     sold  by  supplier  and  gross  margin  by  supplier,   (2)  balance  sheet
     information, including inventory by supplier, accounts receivable, accounts
     payable and  borrowings,  (3) cash flow  information,  and (4) other budget
     information determined by the Parties.

          (B) MID-TERM BUSINESS PLAN. A mid-term business plan covering a three-
     year period and setting forth ACC's  business,  sales and service  strategy
     and the information described in clauses (1) through (4) of Section 1.8(a).

     1.9 ORGANIZATIONAL  DOCUMENTS. The Organizational Documents of ACC shall be
in the form of Exhibit 1.9(a)  (Certificate of Incorporation) and Exhibit 1.9(b)
(Bylaws), with such amendments and modifications as may be adopted in accordance
herewith.

     1.10  TERMINATION  UPON ACC'S QUALIFIED IPO. This Section 1 shall terminate
upon the consummation by ACC of a Qualified IPO.  Notwithstanding the foregoing,
so long as the  shares of Common  Stock  owned by  Toshiba  and/or  issuable  to
Toshiba  upon the  conversion  of the Note (to the extent  that  Toshiba is then
entitled  to convert the Note into Common  Stock in  accordance  with its terms)
collectively  constitute  at least ten percent  (10%) of ACC's Common Stock then
issued and outstanding, Toshiba shall have the right to appoint one (1) Director
following the Qualified IPO;  provided that Toshiba shall not have such Director
appointment right if, notwithstanding  Audiovox's good faith efforts to preserve
Toshiba's Director appointment right, the managing underwriter for the Qualified
IPO  advises  the Board in writing  that  Toshiba's  retention  of its  Director
appointment  right  following a  Qualified  IPO would harm ACC's  prospects  for
achieving a Qualified IPO.

2. FINANCING MATTERS.

     2.1 PREEMPTIVE RIGHTS.

          (A) Each Party  shall have a  preemptive  right to purchase a pro rata
     portion  (equal to such Party's then current  Company  Interest) of any new
     issuances of Securities by ACC, except for (i) warrants,  stock options and
     shares issued or granted to employees of ACC for services rendered or to be
     rendered in accordance  with equity  incentive  plans adopted by the Board,
     and (ii)  Common  Stock  issued by ACC in a  Qualified  IPO.  ACC agrees to
     notify each Party in writing of any proposed new issuance of  Securities to
     which the Parties have preemptive rights under this Section,  setting forth
     the terms of such  issuance.  Each Party  shall  notify the other Party and
     ACC,  within  fourteen  (14) days  after  receipt  of such  notice,  of its
     decision to participate in any proposed new issuance of Securities (failure
     to provide  such  notification  during  such  period  shall  constitute  an
     election  not to  participate).  In the event  that a Party  elects  not to
     subscribe  for  such  Party's  full  pro rata  share  of any  newly  issued
     Securities,  the other  Party  shall be  entitled  to  purchase  any of the
     unsubscribed Securities.

          (B) This Section 2.1 shall terminate upon the  consummation by ACC of,
     and shall not apply to ACC's issuance of shares in, a Qualified IPO.

                                  Exhibit 99.3
                                        5



<PAGE>





     2.2  DEBT  FINANCING.  Notwithstanding  anything  contained  herein  to the
contrary,  neither  Party shall be obligated  to provide  financing or financial
support to ACC of any kind or nature,  including  loans or  guarantees  to third
parties for ACC's  benefit.  This Section 2.2 shall not affect in any manner the
rights and  obligations  of Toshiba and ACC under  Section 8.2  (Payment) of the
Distribution Agreement.

3. TRANSFER RESTRICTIONS; IPO; REGISTRATION RIGHTS.

     3.1 GENERAL.

          (A) Neither Party shall, directly or indirectly, sell, assign, dispose
     of, pledge, collateralize,  encumber or otherwise transfer ("TRANSFER") all
     or any portion of its  Securities  or any  interest  therein  other than in
     accordance  with this Section 3. Any transfer of Securities or any interest
     therein  contrary  to the  provisions  of this  Section 3 shall be null and
     void.  Notwithstanding  the  foregoing,  transfers  among  members  of each
     Party's  Control  Group  shall  be  permitted,  provided  that  (i) no such
     transfer  shall be made unless the proposed  Control Group  transferee  has
     agreed in a  writing  satisfactory  to the  other  Party to be bound by the
     terms of this  Agreement,  and (ii) the Party who is the direct or indirect
     parent of the Control  Group  transferee  shall  remain  fully bound by the
     terms  hereof  following  such  transfer and shall be  responsible  for any
     breach by its Control Group transferee of the terms hereof.

          (B) Each  certificate  representing  Securities  held by a Party shall
     bear the following legend:

          "Transfer  of  the  securities  represented  by  this  certificate  is
          restricted  pursuant to the Certificate of  Incorporation  of Audiovox
          Communications  Corp. and the  Stockholders  Agreement dated as of May
          29, 2002, by and among Audiovox  Corporation,  Toshiba Corporation and
          Audiovox  Communications  Corp.,  copies  of which  are on file at the
          principal office of Audiovox Communications Corp."

     3.2 NO TRANSFERS  FOR ONE YEAR.  Except for  transfers  among Control Group
members made in accordance with Section 3.1(a), neither Party shall transfer all
or any  portion  of its  Securities  or any  interest  therein  for one (1) year
following the date hereof without the prior written consent of the other Party.

     3.3 IPO. An initial public offering of ACC's  Securities  ("IPO") shall not
occur prior to the first anniversary of the date hereof.

     3.4 FIRST REFUSAL AND TAG-ALONG RIGHTS PRIOR TO AN IPO.

          (A) In the event that either  Party wishes to transfer  Securities  at
     any time  after one (1) year  following  the date  hereof,  such Party (the
     "TRANSFERRING PARTY") shall first deliver to the other Party (the "NOTIFIED
     PARTY") a written  notice  (an "OFFER  NOTICE")  stating  the  Transferring
     Party's desire to transfer  Securities.  The Offer Notice shall set out the
     number of

                                  Exhibit 99.3
                                        6



<PAGE>





     Securities proposed to be transferred (the "OFFERED SECURITIES"),  the
     identity of the proposed  transferee  and the price and all other  material
     terms and conditions of the proposed transfer.

          (B) For a period of thirty  (30) days  following  receipt  of an Offer
     Notice,  the  Notified  Party  shall have the right to elect  either (i) to
     purchase,  at the same price and on the same terms and conditions set forth
     in the Offer Notice, all, but not less than all, of the Offered Securities,
     or (ii) to include in the proposed  transfer the Notified  Party's pro rata
     share  (equal  to its then  current  Company  Interest)  of the  Securities
     covered by the Offer Notice (and there shall be a  corresponding  reduction
     in the  number  of  Offered  Securities  which the  Transferring  Party may
     include in the proposed  transfer).  Any election by a Notified Party under
     this Section  3.4(b)  shall be made by  delivering  written  notice of such
     election to the  Transferring  Party prior to the  expiration of the thirty
     (30)-day  exercise  period.  A Notified Party electing to purchase  Offered
     Securities  may effect such  purchase by directing  ACC to  consummate  the
     purchase,  and  if  so  directed  ACC  shall  consummate  the  purchase  in
     accordance  with this Section 3.4,  subject to compliance  with  applicable
     Law.

          (C) Upon a Notified  Party's valid delivery of its election  notice to
     purchase  Offered  Securities  under  clause  (i) of  Section  3.4(b),  the
     Transferring  Party shall be legally  obligated  to sell,  and the Notified
     Party shall be legally obligated to purchase, the Offered Securities on the
     terms and  conditions set forth in the Offer Notice and in any event within
     thirty (30) days from the delivery date of the exercise notice,  subject to
     the  receipt  of  Approvals  under  applicable  Law.  If a  Notified  Party
     exercises its right to include  Securities in a transfer pursuant to clause
     (ii) of Section 3.4(b), the Notified Party shall reasonably  cooperate with
     the Transferring Party in connection with the consummation of the transfer,
     including by executing  agreements  relating to such  transfer,  making any
     filings or applications required under applicable Law and delivering to the
     transferee  certificates (as applicable)  representing the Notified Party's
     Securities to be included in the transfer.  Promptly after the consummation
     of the transfer,  the  Transferring  Party shall notify the Notified Party,
     shall remit to the Notified Party the total  consideration for the Notified
     Party's Securities  included in the transfer,  and shall furnish such other
     evidence of the completion and time of completion of the transfer as may be
     reasonably  requested by the Notified  Party.  Following any such transfer,
     such Offered  Securities  shall  continue to be  Securities  subject to the
     terms of this Agreement. To evidence more fully that the Offered Securities
     remain subject to this Agreement,  the transferee  party shall  acknowledge
     its  agreement  in writing to be bound by the terms of this  Agreement as a
     condition to such transfer, such acknowledgement to be in a form reasonably
     acceptable to the Notified Party and its counsel. Upon satisfaction of such
     condition,  the transferee party shall be subject to all of the obligations
     of the  Transferring  Party  under this  Agreement,  subject  to  necessary
     adjustments.

          (D) If the  Notified  Party (i) fails  within  the  applicable  thirty
     (30)-day  period to deliver notice  effecting the exercise of its rights to
     purchase  Offered  Securities under clause (i) of Section 3.4(b) or include
     Securities  in a  transfer  under  clause  (ii) of  Section  3.4(b) or (ii)
     exercises its rights to purchase  Offered  Securities  but fails to satisfy
     its obligation to purchase all of the Offered Securities within thirty (30)
     days from the delivery date of the exercise  notice (subject to the receipt
     of Approvals under applicable Law), then the Transferring  Party shall have
     the right for  ninety  (90) days  after the  expiration  of the  applicable
     thirty (30)-day period to

                                  Exhibit 99.3
                                        7



<PAGE>





     transfer the Offered  Securities on terms and  conditions no less favorable
to the  Transferring  Party than those  specified  in the Offer  Notice.  If the
Offered Securities are not transferred within such ninety (90)-day period,  such
Offered  Securities  shall again  become  subject to the rights of the  Notified
Party set forth in Section 3.4(b).

     3.5 REGISTRATION  RIGHTS. Each Party shall have the registration rights and
related indemnity rights and obligations set forth in the attached Exhibit 3.5.

     3.6 NO TRANSFERS OF  INTERCOMPANY  NOTE.  Audiovox  shall not,  directly or
indirectly, transfer all or any portion of the Non-Negotiable Demand Note by ACC
to  Audiovox  dated the date hereof (the  "INTERCOMPANY  NOTE") or any  interest
therein  without the prior written  consent of Toshiba,  provided that transfers
among  Audiovox's  Control Group members made in accordance  with Section 3.1(a)
shall be permitted.  The Intercompany  Note shall bear a legend  consistent with
Section 3.1(b) giving notice of this transfer restriction.

     3.7 TERMINATION  UPON ACC'S QUALIFIED IPO.  Sections 3.1, 3.2, 3.3, 3.4 and
3.6 shall  terminate  upon the  consummation  by ACC of,  and shall not apply to
sales of ACC shares by a Party included in, a Qualified IPO; provided that:

          (A) So long as a Party  holds  at  least  ten  percent  (10%) of ACC's
     issued and  outstanding  shares of Common  Stock (by way of  clarification,
     Toshiba's  holdings of Common  Stock for purposes of this Section 3.7 shall
     include the shares issuable upon conversion of the Note, to the extent that
     Toshiba is then entitled to convert the Note in accordance with its terms),
     such Party shall have the first refusal and  tag-along  rights set forth in
     Section 3.4 with respect to transfers of ACC  Securities by the other Party
     following the Qualified IPO, except for sales of Common Stock by a Party to
     the public in one or more brokers  transactions  (as defined in Rule 144(g)
     of the Securities Act) or other  non-negotiated  transactions at the market
     price for the Common Stock then prevailing.

          (B) Each Party shall be  entitled to purchase  any ACC shares that the
     other Party would otherwise  include for sale in a Qualified IPO,  pursuant
     to and subject to the  purchasing  Party's  compliance  with the  following
     procedures.

               (I) At least  thirty (30) days prior to ACC's filing with the SEC
          of the registration  statement  containing the preliminary  prospectus
          that  is  used  for  the  "road  show"  for  the  Qualified  IPO  (the
          "PROSPECTUS  FILING"),  a Party that intends to include ACC shares for
          sale in the Qualified IPO shall provide  written notice to ACC and the
          other  Party of such  intention  and the number of ACC shares that the
          Party  intends  to  include  for sale (the  "INCLUDED  SHARES")  (such
          Included  Shares not to exceed the number of such Party's  shares that
          the  managing  underwriter  believes  can be included  for sale in the
          Qualified IPO without harming its prospects for success).

               (II)  Within ten (10)  Business  Days  following  the  Prospectus
          Filing,  if the other  Party  desires at its option to  purchase  such
          Included  Shares,  it shall  deliver a  written  notice to ACC and the
          selling Party firmly  committing the purchasing  Party to purchase all
          (but not less  than  all) of the  Included  Shares  at the IPO  Price;
          provided that the purchasing Party shall

                                  Exhibit 99.3
                                        8



<PAGE>





          have  no  obligation  to  purchase  the  Included  Shares  if the
          Qualified IPO is not consummated  within one hundred twenty (120) days
          following the Prospectus  Filing.  The selling Party's receipt of such
          notice  shall firmly  obligate the selling  Party to sell its Included
          Shares to the  purchasing  Party on the terms set forth in the notice.
          Within  ten (10)  Business  Days  following  the  consummation  of the
          Qualified IPO, the purchasing Party shall make payment in full for the
          Included  Shares in immediately  available  funds against  delivery of
          such shares.

               (III) The "IPO PRICE" means the price per share to the public for
          shares issued by ACC in the Qualified IPO, less underwriting discounts
          and  commissions  and  offering  expenses  per share,  in each case as
          disclosed in the final prospectus for the Qualified IPO.

4. ADDITIONAL COVENANTS.

     4.1 CONFIDENTIALITY; PUBLICITY.

          (A) CONFIDENTIAL  INFORMATION.  The Parties (all references to "Party"
     and "Parties" in this Section 4.1 shall be deemed to include ACC) recognize
     that, in connection with the performance of the  transactions  contemplated
     hereby, each Party (in such capacity,  the "DISCLOSING PARTY") may disclose
     Confidential  Information to the other Parties (each in such capacity,  the
     "RECEIVING   PARTY").   For  purposes  of  this  Agreement,   "CONFIDENTIAL
     INFORMATION" means any and all information (whether owned by the Disclosing
     Party or any  Person to whom the  Disclosing  Party  owes a  non-disclosure
     obligation) regarding the Disclosing Party and its business which is (i) in
     written or other  tangible  form and marked with a legend which  identifies
     the information as confidential, or (ii) in oral or visual form, identified
     as being  confidential at the time of disclosure and thereafter  summarized
     in a writing  which  identifies  the  information  as  confidential  and is
     transmitted to a Receiving Party within thirty (30) days after such oral or
     visual disclosure.

          (B)  CONFIDENTIALITY  OBLIGATION.  Each  Receiving  Party agrees for a
     period of two (2) years after the receipt of any  Confidential  Information
     (i) to  protect  the  Confidential  Information  and  not to  disclose  the
     Confidential  Information to any Person,  utilizing the same degree of care
     the Receiving Party utilizes to protect its own confidential information of
     a similar nature, and (ii) not to utilize the Confidential  Information for
     any purpose other than in  connection  with the  transactions  contemplated
     hereby.  The Parties  agree to restrict  distribution  of the  Confidential
     Information to those Persons involved in the subject of the discussions who
     have a "need to know" such information in connection with the discussions.

          (C) EXCEPTIONS. Notwithstanding the provisions of Section 4.1(b), each
     Receiving Party shall have no obligation to maintain the confidentiality of
     any  information,  and the Confidential  Information  shall not include any
     information,  that (i) is or  becomes  generally  available  in the  public
     domain  other than  through  unauthorized  or  improper  disclosure  by the
     Receiving Party, (ii) was validly in the Receiving Party's possession prior
     to disclosure by a Disclosing Party,  (iii) was independently  developed by
     the  Receiving  Party,  or (iv) was  received by the  Receiving  Party from
     another Person without violation of any confidentiality obligations.

          (D) DISPOSAL OF CONFIDENTIAL  INFORMATION.  Within thirty (30) days of
     the

                                  Exhibit 99.3
                                        9



<PAGE>





     termination of this Agreement,  upon the applicable Disclosing Party's
     request,  each  Receiving  Party shall  return to the  Disclosing  Party or
     destroy  all  Confidential  Information  (including  copies and  electronic
     records thereof).

          (E) PUBLICITY.  Subject to applicable Law and the applicable  rules or
     regulations  of any stock exchange on which the securities of any Party are
     then traded, no Party shall issue any press release,  publicity  statement,
     communication with  stockholders,  public notice or other public disclosure
     relating directly to this Agreement or the transactions contemplated hereby
     without prior notice to,  consultation  with,  and the consent of the other
     Party.  Notwithstanding  the  foregoing,  so long as the  disclosing  Party
     reasonably  attempts  to consult  with and obtain the  consent of the other
     Party,  limits the  applicable  disclosure  to the extent  practicable  and
     provides a copy of the disclosure to the non-disclosing  Party concurrently
     with or in advance of its public  release,  such  consultation  and consent
     shall  not be  required  if a Party  must  make a public  disclosure  on an
     emergency basis in order to comply with applicable securities Laws.

     4.2 FINANCIAL STATEMENTS.

          (A) ANNUAL FINANCIAL STATEMENTS. Within ninety (90) days after the end
     of each fiscal year (or such shorter  period for Form 10-K  reporting  that
     may be  required  by the SEC in the  future),  the Board  shall cause to be
     prepared  and  delivered to each Party the  statement of income  (loss) and
     statement of cash flows of ACC for such fiscal year,  the balance  sheet of
     ACC as of the end of such fiscal year, and accompanying notes thereto. Such
     financial  statements  shall be  audited by an  internationally  recognized
     accounting firm retained by ACC.

          (B) QUARTERLY FINANCIAL STATEMENTS.  Within forty-five (45) days after
     the end of each  quarter (or such  shorter  period for Form 10-Q  reporting
     that may be required by the SEC in the future), the Board shall cause to be
     prepared  and  delivered  to each Party an  unaudited  statement  of income
     (loss) and  statement of cash flows of ACC for such  quarter,  an unaudited
     balance  sheet of ACC as of the end of such  quarter  and,  if  applicable,
     accompanying notes thereto.

          (C) MONTHLY FINANCIAL  STATEMENTS.  Within fifteen (15) days after the
     end of each month, ACC shall prepare and deliver to each Party an unaudited
     statement  of income  (loss)  and  statement  of cash flows of ACC for such
     month,  an unaudited  balance sheet of ACC as of the end of such month and,
     if applicable,  accompanying  notes thereto.  Monthly financial  statements
     issued  after the end of a quarter  shall be  subject to  adjustment  after
     review by ACC's officers responsible for financial affairs in the course of
     preparing the applicable quarterly or annual financial statements of ACC.

     4.3 INSPECTION  RIGHTS.  ACC shall permit Audiovox and Toshiba to visit and
inspect ACC's properties, to examine its financial books of account, records and
other  information  requested by a Party and to discuss ACC's affairs,  finances
and accounts with ACC's Directors and employees,  all at such  reasonable  times
and upon reasonable  notice as may be requested by a Party,  provided that ACC's
obligations of confidentiality to third parties are honored.

     4.4 D&O LIABILITY  INSURANCE.  ACC shall  maintain at all times a policy of
directors'  and officers'  insurance  with coverage  amounts and other terms and
conditions no less favorable

                                  Exhibit 99.3
                                       10



<PAGE>





to ACC and its directors and officers than  Audiovox's  directors' and officers'
insurance policy in effect on the date hereof.

     4.5 COOPERATION IN CONNECTION WITH IPO. In connection with ACC's efforts to
achieve an IPO,  Toshiba and Audiovox shall  reasonably  cooperate in good faith
and take such  action as is  reasonably  necessary  to effect  the IPO.  Without
limiting the foregoing,  notwithstanding  Section  1.5(a),  at a time reasonably
prior to ACC's  anticipated  Qualified IPO,  Toshiba shall agree to, shall cause
its Director  appointee to approve and shall vote its  Securities to approve any
amendments, modifications or restatements to ACC's Organizational Documents that
are  required  in the good faith  judgment of the Board upon  consultation  with
ACC's counsel to achieve the Qualified IPO, such amendments,  modifications  and
restatements to become  effective  immediately  prior to the consummation of the
Qualified  IPO.   Toshiba   acknowledges   and  agrees  that  such   amendments,
modifications   and   restatements   may  include,   without   limitation,   the
reclassification  of ACC's Class A Common  Stock and Class B Common Stock into a
single class of Common Stock.  Notwithstanding the foregoing, except as provided
in the  foregoing  sentence  and  except to the  extent  that  Toshiba's  rights
hereunder  terminate in case of a Qualified IPO in accordance  with their terms,
Toshiba  shall not be  obligated  to amend,  waive or forfeit  any of its rights
contained in the Transaction Agreements in order to achieve an IPO by ACC.

     4.6 TERMINATION  UPON ACC'S QUALIFIED IPO.  Sections 4.2, 4.3 and 4.4 shall
terminate upon the consummation by ACC of a Qualified IPO.

5. REPRESENTATIONS AND WARRANTIES OF THE PARTIES.

     Each Party hereby represents and warrants to the other Party as follows:

     5.1  ORGANIZATION.  Such Party is a corporation  duly organized and validly
existing  under  the  Laws  of its  jurisdiction  of  organization  and  has the
corporate  power  and  authority  to enter  into and  perform  each  Transaction
Agreement to which it is a party.

     5.2  PERMITS;  APPROVALS.  Such Party holds all  Approvals,  the absence of
which would have a material  adverse  effect on such Party's  ability to perform
its obligations under the Transaction  Agreements (a "MATERIAL ADVERSE EFFECT"),
and there has been no default or violation under any such Approvals and there is
no proceeding or  investigation  that is pending or, to such Party's  knowledge,
threatened  under  which  any  such  Approval  may  be  revoked,  terminated  or
suspended, except for matters that would not have a Material Adverse Effect with
respect to such Party.

     5.3 AUTHORIZATION;  EXECUTION AND DELIVERY;  ENFORCEABILITY.  All corporate
action on the part of such Party necessary for the authorization,  execution and
delivery of each  Transaction  Agreement  to which such Party is a party and for
the  performance of all of such Party's  obligations  thereunder has been taken.
This  Agreement  has been  duly  executed  and  delivered  by such  Party.  This
Agreement  constitutes  a valid and legally  binding  obligation  of such Party,
enforceable against such Party in accordance with its terms.

     5.4 GOVERNMENT AND OTHER CONSENTS. No Approvals of any Governmental

                                  Exhibit 99.3
                                       11



<PAGE>





Authority  or any other  Person is  required  in  connection  with such  Party's
execution,  delivery and performance of the Transaction Agreements to which such
Party is a party,  or if any such consent is required,  such Party has satisfied
the applicable requirements, except in each case for matters that would not have
a Material Adverse Effect with respect to such Party.

     5.5 EFFECT OF AGREEMENT.  Such Party's execution,  delivery and performance
of each  Transaction  Agreement  to which it is a party will not (i) violate the
Organizational  Documents of such Party or any provision of applicable Law, (ii)
violate any judgment,  order,  writ,  injunction  or decree of any  Governmental
Authority  applicable to such Party, (iii) result in the breach of, give rise to
a right of  termination,  cancellation  or  acceleration  of any obligation with
respect  to  (presently  or with the giving of  notice,  the  passage of time or
both),  or otherwise be in conflict  with any term of, or affect the validity or
enforceability of, any Approval, Contract or commitment to which such Party is a
party or is otherwise  subject,  or (iv) result in the creation of any Lien upon
any assets of such Party, except in the case of clauses (ii), (iii) and (iv) for
matters  that  would not have a Material  Adverse  Effect  with  respect to such
Party.

     5.6  PROCEEDINGS.  There are no  Proceedings  pending  or, to such  Party's
knowledge,  threatened,  against  such Party before any  Governmental  Authority
which  question  such  Party's  right to enter into or perform  any  Transaction
Agreement to which such Party is a party, or which question the validity of this
Agreement or any of the other Transaction Agreements.

6. TERM AND TERMINATION.

     6.1 TERM. This Agreement  shall become  effective as of the date hereof and
shall continue in effect hereafter until terminated pursuant to Section 6.2.

     6.2 TERMINATION. This Agreement may only be terminated as follows:

          (A) Upon the mutual written agreement of the Parties.

          (B) At the election of either  Party,  if the other Party  commences a
     voluntary case or other proceeding seeking liquidation,  reorganization, or
     other  relief  with  respect to itself or its debts  under any  bankruptcy,
     insolvency  or other  similar law now or hereafter in effect or seeking the
     appointment of a trustee, receiver, liquidator,  custodian or other similar
     official of it or taking possession by any such official in any involuntary
     case  or  other  proceeding  commenced  against  it,  or  makes  a  general
     assignment  for the benefit of  creditors,  or fails  generally  to pay its
     debts as they become due, or take any corporate  action to authorize any of
     the foregoing.

          (C) At the election of either Party,  if an involuntary  case or other
     proceeding  is  commenced  against  the other  Party  seeking  liquidation,
     reorganization  or other  relief with  respect to it or its debts under any
     bankruptcy,  insolvency  or other similar law now or hereafter in effect or
     seeking the appointment of a trustee,  receiver,  liquidator,  custodian or
     other  similar  official  for  such  Party or any  substantial  part of its
     property, and such involuntary case or other proceeding remains undismissed
     and unstayed for a period of one hundred twenty (120) days.

          (D) At the  election  of Toshiba,  if the  Distribution  Agreement  is
     terminated by

                                  Exhibit 99.3
                                       12



<PAGE>





     ACC in  accordance  with Section  17.2(f)  thereof and, at the time of
     such  termination,  Toshiba  is in  material  compliance  with  all  of its
     obligations under the Distribution Agreement.

          (E) At the  election  of Toshiba,  if the  Distribution  Agreement  is
     terminated by Toshiba in accordance with Section 17.2(e) thereof.

          (F) At the  election of  Audiovox,  if the  Distribution  Agreement is
     terminated by Toshiba in accordance  with Section  17.2(f)  thereof and, at
     the time of such termination, ACC is in material compliance with all of its
     obligations under the Distribution Agreement.

     6.3 EFFECT.  A Party may exercise an election to terminate  this  Agreement
pursuant to Section 6.2(b), 6.2(c), 6.2(d), 6.2(e) or 6.2(f), as applicable,  by
giving ACC and the other Party ten (10) days notice in  accordance  with Section
8.4. In the event of the termination of this Agreement  pursuant to Section 6.2,
this  Agreement  shall cease to have further  force or effect and no Party shall
have any  liability  to any other Party in respect to this  Agreement,  provided
that:

          (A) Termination of this Agreement for any reason shall not release any
     Party from any liability which has already accrued as of the effective date
     of such  termination,  and shall not  constitute a waiver or release of, or
     otherwise be deemed to prejudice or adversely affect, any rights,  remedies
     or  claims,  whether  for  damages  or  otherwise,  which a Party  may have
     hereunder,  at Law,  equity  or  otherwise  or which may arise out of or in
     connection with such termination; and

          (B) Section  4.1,  Section 7 and Section 8 (other  than  Section  8.1)
     shall survive such termination and remain in full force and effect.

7. PUT AND CALL RIGHTS UPON TERMINATION.

     7.1 TOSHIBA PUT RIGHT.  In the event that Toshiba  elects to terminate this
Agreement in accordance  with Section  6.2(d) or 6.2(e),  Toshiba shall have the
right (exercisable by written notice delivered within thirty (30) days following
the termination  hereof) to require  Audiovox to purchase all (but not less than
all) of the  Securities  of ACC then held by Toshiba for an amount  equal to the
fair market value of such  Securities,  as  determined  pursuant to Section 7.3.
Upon  delivery of such notice,  Audiovox  shall be bound to purchase and Toshiba
shall be bound to sell  Toshiba's  Securities  for  such  fair  market  value as
provided in this Section 7.

     7.2 AUDIOVOX  CALL RIGHT.  In the event that  Audiovox  elects to terminate
this Agreement in accordance with Section 6.2(f),  Audiovox shall have the right
(exercisable by written notice  delivered  within thirty (30) days following the
termination  hereof) to require  Toshiba to sell to  Audiovox  all (but not less
than all) of the  Securities  of ACC then held by Toshiba for an amount equal to
the fair market value of such Securities, as determined pursuant to Section 7.3.
Upon  delivery of such notice,  Audiovox  shall be bound to purchase and Toshiba
shall be bound to sell  Toshiba's  Securities  for  such  fair  market  value as
provided in this Section 7.

     7.3  DETERMINATION  OF FAIR MARKET VALUE. In case of Toshiba's  exercise of
its put right  pursuant to Section 7.1 or Audiovox's  exercise of its call right
pursuant to Section 7.2, the

                                  Exhibit 99.3
                                       13



<PAGE>





fair market value of Toshiba's Securities shall be determined as follows:

          (A) As soon as  practicable  after delivery of the put or call notice,
     as applicable, the Parties shall engage in mutual good faith discussions to
     determine the fair market value of Securities to be purchased or sold.

          (B) If the  Parties  are unable to agree on the fair  market  value of
     Toshiba's  Securities  within  fifteen  (15)  days  after  delivery  of the
     applicable  notice,  then each Party shall select an independent  appraiser
     with  international  experience  to  determine  the  fair  market  value of
     Toshiba's  Securities.  Each appraiser will promptly  render a written good
     faith  appraisal of the fair market value of Toshiba's  Securities in light
     of all relevant  factors (if the appraiser  provides a valuation range, the
     midpoint  of the  range  shall be the fair  market  value of the  appraised
     Securities).  Each appraiser  shall be instructed to complete its appraisal
     as promptly as possible  and, in any event,  within  thirty (30) days after
     its  appointment.   The  appraisals  shall  be  submitted  to  the  Parties
     simultaneously.  The Parties shall take all actions reasonably necessary to
     cause the  appraisers to complete their  appraisals in an  expeditious  and
     competent manner within such period.

          (C) The fair market  value of  Toshiba's  Securities  to be  purchased
     shall be the average of the two  appraisals  submitted  by the  independent
     appraisers  under Section  7.3(b);  provided  that,  if the two  appraisals
     differ in value by more than  twenty  percent  (20%),  the two  independent
     appraisers shall jointly appoint a third  independent  appraiser,  who will
     promptly  render a written good faith appraisal of the fair market value of
     Toshiba's  Securities  in light of all relevant  factors and in  accordance
     with the timing and procedures  contained in Section 7.3(b).  In case of an
     appraisal by a third  independent  appraiser,  the fair market value of the
     Securities  to be  purchased  shall  be the  average  of (1) the  appraisal
     submitted  by  the  third  independent  appraiser  and  (2)  the  appraisal
     submitted under Section 7.3(b) that is closest in value to the appraisal of
     the third  independent  appraiser.  Any  determination of fair market value
     pursuant to this  Section  7.3 shall be  conclusive  and  binding  upon the
     Parties for  purposes of  determining  the fair market  value of  Toshiba's
     Securities  to be  purchased  under this  Section 7. Each Party  shall bear
     fifty percent (50%) of the costs of any appraisal  pursuant to this Section
     7.3.

     7.4 CLOSING OF PUT OR CALL  EXERCISE.  The  Parties  shall  consummate  the
purchase  and sale of  Toshiba's  Securities  under  this  Section  7 as soon as
practicable following the determination of the appraised purchase price pursuant
to Section 7.3 by  Toshiba's  receipt of cash via wire  transfer of  immediately
available funds equal to the purchase price. At Audiovox's option some or all of
Toshiba's  Securities  may be purchased by ACC,  provided  that  Audiovox  shall
remain  responsible  for the timely  payment of the purchase price for Toshiba's
Securities.

8. GENERAL PROVISIONS.

     8.1 VOTING AGREEMENT.  Each Party shall hold and exercise all voting rights
with respect to its Securities  subject to and in accordance with the provisions
of this  Agreement,  and to the  extent  legally  permissible  shall  cause  the
Directors nominated by such Party to act to effect the terms hereof.

                                  Exhibit 99.3
                                       14



<PAGE>





     8.2 GOVERNING  LAW. This  Agreement  shall be construed and  interpreted in
accordance  with and  governed  by the Laws of the  State of New  York,  U.S.A.,
including, without limitation,  Section 5-1401 of the General Obligations Law of
the State of New York (without regard to the choice of law provisions  thereof).
Judgement  upon an award  rendered  by the  arbitrators  pursuant to Section 8.3
shall be entered in the courts of the State of New York,  and the Parties hereby
submit to the exclusive  jurisdiction of such courts for the purpose of any such
entry.  The Parties  agree and consent that services of process may be made upon
the Parties in any legal proceedings  relating hereto by any means allowed under
applicable Law.

     8.3 DISPUTE RESOLUTION.

          (A) The Parties intend that all disputes  between the Parties  arising
     out of this Agreement shall be settled by the Parties amicably through good
     faith  discussions  upon the written  request of either Party. In the event
     that any such dispute  cannot be resolved  thereby within a period of sixty
     (60) calendar days after such notice has been given,  such dispute shall be
     finally settled by binding arbitration at the request of any Party.

          (B) Each  arbitration  hereunder  shall be  conducted  in the  English
     language in New York, New York, and shall be  administered  by the American
     Arbitration  Association  under its  Commercial  Arbitration  Rules then in
     effect,  before  three  (3)  independent  arbitrators  to be  appointed  as
     follows.  Each Party  shall  appoint  one (1)  arbitrator,  and the two (2)
     arbitrators  appointed by the Parties shall  appoint a third  arbitrator in
     accordance  with  paragraph  (c) of AAA Rule R-15  (Appointment  of Neutral
     Arbitrator by Party-Appointed  Arbitrators or Parties) currently in effect.
     However, in all events, these arbitration  provisions shall govern over any
     conflicting rules which may now or hereafter be contained in the applicable
     rules.

          (C) Each Party may demand  arbitration by filing a written demand with
     the other Party  within one hundred  eighty (180)  calendar  days after the
     expiration of the sixty (60) day period  described  above.  The arbitrators
     shall have the  authority to grant any  equitable  and legal  remedies that
     would be  available  in any  judicial  proceeding  intended  to  resolve  a
     dispute,  including  (notwithstanding  Section 6.2) the termination of this
     Agreement. Notwithstanding the foregoing, either Party shall be entitled to
     seek   preliminary   injunctive   relief   from  any  court  of   competent
     jurisdiction,  pending the final decision or award of the arbitrators.  The
     award   rendered   in  an   arbitration   hereunder   shall  be  final  and
     non-appealable.

     8.4  NOTICES  AND  OTHER  COMMUNICATIONS.  Any and all  notices,  requests,
demands and other communications  required or otherwise  contemplated to be made
under this Agreement shall be in writing and in English and shall be provided by
one or more of the  following  means and shall be deemed to have been duly given
(a) if delivered personally,  when received, (b) if transmitted by facsimile, on
the first (1st) Business Day following receipt of a transmittal confirmation, or
(c) if by  international  courier  service,  on the  third  (3rd)  Business  Day
following  the date of  deposit  with  such  courier  service,  or such  earlier
delivery  date as may be  confirmed  in writing  to the  sender by such  courier
service. All such notices,  requests,  demands and other communications shall be
addressed as follows:

                                  Exhibit 99.3
                                       15



<PAGE>





      If to Toshiba:

               Toshiba Corporation
               Mobile Communications Company
               1-1, Shibaura 1-chome, Minato-ku
               Tokyo 105-8001
               Japan

               Attention:       General Manager, International Operations
               Telephone:       -81-3-3457-3241
               Facsimile:       -81-3-3457-8194

      If to Audiovox:

               Audiovox Corporation
               150 Marcus Blvd.
               P.O. Box 18000
               Hauppauge, NY  11788-1800
               U.S.A.
               Attention:       Charles M. Stoehr
               Telephone:       (631) 436-6505
               Facsimile:       (631) 231-1370

      If to ACC:

               Audiovox Communications Corp.
               555 Wireless Boulevard

               Hauppauge, New York  11788
               U.S.A.

               Attention:       Philip Christopher
               Telephone:       (631) 233-3300
               Facsimile:       (631) 951-0784

      With a  copy to:

               Levy & Stopol, LLP
               East Tower, 14th Floor
               190 EAB Plaza
               Uniondale, NY 11556-0190
               Telephone:  (516) 802-7007
               Facsimile:  (516) 802-7008

or to such other  address or facsimile  number as a Party may have  specified to
the other Parties in writing delivered in accordance with this Section 8.4.

     8.5  SEVERABILITY.  If any provisions of this Agreement shall be held to be
illegal,  invalid or unenforceable,  the Parties agree that such provisions will
be enforced to the maximum extent

                                  Exhibit 99.3
                                       16



<PAGE>





permissible  so as to  effect  the  intent  of the  Parties,  and the  validity,
legality and enforceability of the remaining  provisions of this Agreement shall
not in any way be affected  or  impaired  thereby.  If  necessary  to effect the
intent of the Parties,  the Parties  will  negotiate in good faith to amend this
Agreement to replace the unenforceable  language with enforceable language which
as closely as possible reflects such intent.

     8.6 AMENDMENTS. This Agreement may be amended or modified only by a written
instrument signed by each Party.

     8.7 WAIVER.  Any waiver by a Party of an  instance of the other  Party's or
ACC's noncompliance with any obligation or responsibility herein contained shall
be in writing and signed by the  waiving  Party and shall not be deemed a waiver
of other instances of the other Party's or ACC's noncompliance hereunder.

     8.8 NO ASSIGNMENT.  This  Agreement  shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and permitted assigns
of the Parties and ACC.  Nothing in this Agreement  shall confer any rights upon
any Person  other than the  Parties,  ACC and their  respective  successors  and
permitted assigns. Neither Party nor ACC may assign this Agreement or its rights
hereunder to any Person without the written consent of the other Party; provided
that the registration rights provided for in Section 3.5 shall be exercisable by
any holders of  Registrable  Shares,  including  after  transfers of Registrable
Shares. No assignment by any Person of this Agreement or of any of such Person's
rights  hereunder  shall  release  such  Person  from  any  of  its  obligations
hereunder.  Any  attempted  assignment  of this  Agreement  in violation of this
Section 8.8 shall be void and of no effect.

     8.9  CONSTRUCTION.  This Agreement has been negotiated by the Parties,  ACC
and their respective  counsel and shall be fairly interpreted in accordance with
its terms and without any strict  construction  in favor of or against either of
the Parties or ACC.

     8.10 INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT.  Unless the context
shall otherwise require, any pronoun shall include the corresponding  masculine,
feminine and neuter  forms,  and words using the singular or plural number shall
also include the plural or singular number,  respectively.  The words "include,"
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation".  All references herein to Articles, Sections, Annexes, Exhibits and
Schedules  shall be deemed to be  references  to Articles  and  Sections of, and
Annexes,  Exhibits and  Schedules  to, this  Agreement  unless the context shall
otherwise  require.  The  headings of the Articles and Sections are inserted for
convenience  of reference only and are not intended to be a part of or to affect
the meaning or  interpretations  of this  Agreement.  Unless the  context  shall
otherwise require, any reference to any agreement or other instrument or statute
or regulation is to such agreement, instrument, statute or regulation as amended
and supplemented from time to time (and, in the case of a statute or regulation,
to any successor  provision).  Any  reference in this  Agreement to a "day" or a
number of "days"  (without the explicit  qualification  of "Business")  shall be
interpreted  as a reference to a calendar day or number of calendar days. If any
action or notice is to be taken or given on or by a particular calendar day, and
such  calendar  day is not a Business  Day,  then such action or notice shall be
deferred until, or may be taken or given, on the next Business Day.

                                  Exhibit 99.3
                                       17



<PAGE>





     8.11 DISCLAIMER OF AGENCY. This Agreement shall not constitute any Party or
ACC as a legal  representative  or agent of any other Party or ACC,  nor shall a
Party  or ACC have the  right  or  authority  to  assume,  create  or incur  any
Liability of any kind, expressed or implied, against or in the name or on behalf
of the other Party, ACC or any of their respective Affiliates.

     8.12 LANGUAGE.  The Parties and ACC have  negotiated  this Agreement in the
English language, which shall be the governing language of this Agreement.

     8.13  RELATIONSHIP  OF THE  PARTIES  AND  ACC.  Nothing  contained  in this
Agreement is intended to, or shall be deemed to, create a  partnership  or joint
venture  relationship  among  the  Parties,  ACC  or  any  of  their  respective
Affiliates for any purpose,  including tax purposes. Neither of the Parties, ACC
nor any of their  respective  Affiliates  will take a position  contrary  to the
foregoing.

     8.14 SPECIFIC PERFORMANCE.  The Parties and ACC agree that each other Party
and ACC, as applicable, shall be entitled to obtain an injunction or injunctions
in accordance with the dispute resolution procedures contained in Section 8.3 to
prevent  breaches  of  the  provisions  of  this  Agreement,  or  any  agreement
contemplated  hereunder  and to enforce  specifically  the terms and  provisions
hereof,  in each instance without being required to post bond or other security,
without  being  required to prove  irreparable  harm,  and in  addition  to, and
without having to prove the adequacy of, other remedies at Law.

     8.15 CONSEQUENTIAL AND OTHER DAMAGES. Neither Party nor ACC shall be liable
under  any  contract,  negligence,  strict  liability  or other  theory  for any
indirect,   incidental,   consequential,   punitive  or  other  special  damages
(including  without limitation lost profits) asserted by the other Party or ACC,
as applicable.

     8.16 ENTIRE  AGREEMENT.  The  provisions  of this  Agreement  and the other
Transaction  Agreements set forth the entire agreement and understanding between
the Parties  and ACC as to the subject  matter  hereof and  supersede  all prior
agreements,  oral or  written,  and all other prior  communications  between the
Parties and ACC  relating to the subject  matter  hereof.  Without  limiting the
generality of the  foregoing,  Articles VIII  (Information  Rights),  IX (Public
Offering),  X (Right of First Refusal) and XI (Registration Rights) of the Stock
Purchase  Agreement  dated  March  15,  1999  between  the  Parties  are  hereby
terminated and shall cease to have further force or effect.

     8.17  COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which shall be binding as of the date first written above,
and all of  which  shall  constitute  one and the  same  instrument.  Each  such
counterpart shall be deemed an original, and it shall not be necessary in making
proof  of  this  Agreement  to  produce  or  account  for  more  than  one  such
counterpart.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]



                                  Exhibit 99.3
                                       18



<PAGE>





     IN WITNESS  WHEREOF,  the Parties and ACC have caused their respective duly
authorized representatives to execute this Stockholders Agreement as of the date
first above written.

                                      TOSHIBA CORPORATION,

                                      a Japanese corporation, acting through its
                                      Mobile Communications Company

                                      By:   s/ Tetsuya Mizoguchi

                                            Name:      Tetsuya Mizoguchi
                                            Title:     President and CEO,
                                                       Mobile Communications
                                                       Company

                                      AUDIOVOX COMMUNICATIONS

                                      CORP.,

                                      a Delaware corporation

                                      By:   s/ Philip Christopher

                                            Name:      Philip Christopher
                                            Title:     Chief Executive Officer

                                      AUDIOVOX CORPORATION,

                                      a Delaware corporation

                                      By:   s/ John J. Shalam
                                            -----------------
                                            Name:      John J. Shalam
                                            Title:     Chief Executive Officer






                                  Exhibit 99.3
                                       19



<PAGE>







                                     ANNEX I

                               CERTAIN DEFINITIONS

     "AFFILIATE"  of a  specified  Person  means any Person  that  controls,  is
controlled  by or is under  common  control  with  such  specified  Person.  For
purposes of this  definition,  "CONTROL" shall mean the possession,  directly or
indirectly,  of power to direct or cause the direction of management or policies
(whether  through  ownership of  securities  or other  ownership  interests,  by
contract or otherwise).

     "APPROVAL" means, as to any Person, any consent,  approval,  authorization,
waiver,  grant,  concession,  license,  exemption  or  order  of,  registration,
certificate, declaration or filing with, or report or notice to, such Person.

     "ASSOCIATE" of a Person means:

          (i) any officer or director of such Person, or other Person serving in
     a similar role with respect to such Person;

          (ii) any  corporation  or other  entity  of which  such  Person or any
     Person  specified in clause (i) is an officer,  partner,  manager or Person
     serving in a similar role, or is,  directly or  indirectly,  the beneficial
     owner of 5% or more of any class of equity securities;

          (iii) any trust or other  estate in or as to which such  Person or any
     Person  specified  in clauses  (i) or (ii) has a 10% or greater  beneficial
     interest or serves as trustee or in a similar capacity; or

          (iv) any relative or spouse of such Person or any Person  specified in
     clause (i), or any relative of such spouse.

     "BUSINESS" means the research, development, design, manufacture, marketing,
sale and/or service of Products.

     "BUSINESS DAY" means a day on which  commercial  banks in New York City are
generally open to conduct their regular banking business.

     "COMMON  STOCK"  shall mean  collectively  the Class A Common  Stock of the
Company, no par value per share, and the Class B Common Stock of the Company, no
par value per share (in each case as the same may be reclassified, recapitalized
or similarly affected).

     "COMPANY INTEREST" means, as to any Party at any time, the number of shares
of Fully Diluted Common Stock that such Party owns at such time,  divided by the
total number of shares of Fully Diluted Common Stock at such time.

     "CONTRACT" means any contract,  agreement, lease, plan, instrument or other
document,

                                  Exhibit 99.3
                                       20



<PAGE>





commitment, arrangement,  undertaking, practice, understanding or authorization,
in each case whether or not in writing.

     "CONTROL  GROUP" of a Party  means the Party and its  direct  and  indirect
wholly-owned subsidiaries.

     "DISTRIBUTION  AGREEMENT" means the Distribution  Agreement dated as of the
date hereof between Toshiba and ACC.

     "FULLY DILUTED" means at any time, with respect to Common Stock and without
duplication,  (a) all shares of Common Stock then outstanding and (b) all shares
of Common Stock issuable upon the exercise of all options, warrants, convertible
securities,  exchangeable  securities  and other  outstanding  rights to acquire
Common  Stock,  with or without  consideration,  but only to the extent that the
applicable  Party is then  entitled  to exercise  such rights to acquire  Common
Stock pursuant to the terms of such rights.

     "GOVERNMENT  APPROVAL"  means any Approval of, to or with any  Governmental
Authority.

     "GOVERNMENTAL   AUTHORITY"  means  any  domestic  or  foreign   government,
governmental   authority,   court,   tribunal,   agency  or  other   regulatory,
administrative  or  judicial  agency,   commission  or  organization,   and  any
subdivision, branch or department of any of the foregoing.

     "LAWS" means all applicable provisions of all (i) constitutions,  treaties,
statutes, laws (including common law), rules,  regulations,  ordinances or codes
of  any  Governmental  Authority,  and  (ii)  orders,  decisions,   injunctions,
judgments, awards and decrees of any Governmental Authority.

     "LIEN" means any lien, mortgage,  security interest, pledge, restriction on
transferability,  defect of title or other claim,  charge or  encumbrance of any
nature  whatsoever  on  any  property  or  property   interest,   including  any
restriction on the use, voting, transfer, receipt of income or other exercise of
any attributes of ownership.

     "ORGANIZATIONAL   DOCUMENTS"   of  a  Person  means  its   Certificate   of
Incorporation, Bylaws or other organizational documents.

     "PERSON" means a natural individual,  Governmental Authority,  partnership,
firm, corporation or other entity.

     "PROCEEDING"  means  any  action,  litigation,  arbitration,  suit,  claim,
proceeding or investigation or review of any nature, civil, criminal, regulatory
or otherwise, before any Governmental Authority.

     "QUALIFIED  IPO" means a public  offering of Common Stock by ACC registered
under the Securities Act in which (i) the proceeds  received by ACC for the sale
of shares is at least Fifty Million  Dollars  ($50,000,000)  net of underwriting
discounts and commissions,  or (ii) Common Stock sold to public investors (which
for purposes of clarification shall not include Audiovox or

                                  Exhibit 99.3
                                       21



<PAGE>





its  Affiliates  or  Associates)  represents  at least ten percent  (10%) of the
outstanding Common Stock upon the consummation of the offering.

     "SECURITIES"  means shares of Common Stock, other equity securities of ACC,
and options, warrants, convertible securities,  exchangeable securities or other
rights to acquire Common Stock or other equity securities of ACC.

     "STRATEGIC PERSON" means any of Motorola, Nokia, Ericsson,  Kyocera, Sanyo,
Sharp or other similar companies that compete with a Party in the Business.

     "TRANSACTION  AGREEMENTS"  means this  Agreement;  the Securities  Purchase
Agreement;  the Distribution Agreement; the Employment Agreement dated as of the
date hereof between ACC and Philip Christopher;  the Trademark License Agreement
dated as of the date  hereof  between  Audiovox  and ACC;  the  Shared  Services
Agreement   dated  as  of  the  date  hereof  between   Audiovox  and  ACC;  the
Non-Negotiable  Subordinated  Convertible Promissory Note by ACC to Toshiba; and
the Intercompany Note.

                                  Exhibit 99.3
                                       22



<PAGE>




                                 EXHIBIT 1.6(A)
                      DUTIES OF TOSHIBA'S OFFICER DESIGNEES

Executive Vice President

     Supervises the Chief  Technology  Officer for Toshiba Products and the Vice
         President for Merchandizing -- Toshiba Products.

     Participates in the decision  making of ACC,  including  through  executive
meetings.

Chief Technology Officer for Toshiba Products

     Responsible for technology matters for Toshiba Products.

     Represents ACC on matters  relating to Toshiba  technology in  coordination
         with Hino Works and other applicable Toshiba facilities.

Vice President for Merchandizing -- Toshiba Products

     Coordinates  and  participates  in the  production,  sale and  inventory of
Toshiba Products.

     Coordinates and  participates  in product  planning  for Toshiba  Products,
         including concept proposals for Toshiba Products.

     Supports sale promotion of Toshiba Products.

                                  Exhibit 99.3
                                       23


                             DISTRIBUTION AGREEMENT

     THIS DISTRIBUTION  AGREEMENT (this "AGREEMENT") is made and entered into as
of May 29,  2002 by and between  TOSHIBA  CORPORATION,  a Japanese  corporation,
acting  through its Mobile  Communications  Company  ("TOSHIBA"),  and  AUDIOVOX
COMMUNICATIONS  CORP.,  a  Delaware  corporation  ("ACC").  Toshiba  and ACC are
referred to herein  collectively  as the  "PARTIES" and each  individually  as a
"PARTY".

                                    RECITALS

     A. The Parties and  Audiovox  Corporation  have  entered  into a Securities
Purchase  Agreement (the  "SECURITIES  PURCHASE  AGREEMENT")  and a Stockholders
Agreement (the "STOCKHOLDERS  AGREEMENT"),  each dated as of the date hereof. At
the Closing under the Securities Purchase Agreement occurring today,  Toshiba is
acquiring   shares  of  Class  B  Common  Stock  of  ACC  and  a  non-negotiable
subordinated convertible promissory note of ACC.

     B. As contemplated by the Securities Purchase Agreement, the Parties desire
to enter  into this  Agreement  with  respect to ACC's  distribution  of Toshiba
Products in the Territory as provided hereunder.

     C. Certain  terms used herein have the meanings set forth for such terms in
the text of this Agreement or in Annex I hereto.

     NOW,  THEREFORE,  for valuable  consideration,  the receipt and adequacy
 of
which are hereby acknowledged, the Parties hereby agree as follows:

                                    AGREEMENT

1. DEFINITIONS.

     For purposes of this Agreement:

     1.1 "PRODUCTS"  means mobile  cellular  handset  systems and other wireless
communications  devices that use the  infrastructure  of wireless  communication
carriers ("CARRIERS") and are sold through the Carrier distribution channel. The
"CARRIER DISTRIBUTION CHANNEL" is comprised of:

               (A)  A  direct  channel  through  which  ACC  sells  Products  to
          Carriers.  The direct  channel  consists of (i) retail stores owned by
          Carriers and (ii) the  Carriers'  sales  organizations  for  corporate
          enterprise customers; and

               (B) An  indirect  channel  through  which ACC sells  Products  to
          retailers,  distributors and agents that are authorized by Carriers to
          activate Products,  to sell air time on behalf of Carriers, to promote
          Products to end users and to perform other activities that support the
          sale of Products to end users on behalf of Carriers.


                                  Exhibit 99.4
                                        1



<PAGE>






     1.2  "TOSHIBA  PRODUCTS"  means  all  Products  that are (a)  marketed  and
procured by the Mobile Communications Company of Toshiba, an in-house company of
Toshiba  that  conducts the  business of mobile  cellular  handsets and Personal
Digital  Assistants  (including any successor of such Company,  through internal
reorganization or otherwise)  ("MCC"),  (b) marketed,  developed and procured by
MCC, or (c) marketed, developed and manufactured by MCC from time to time during
the term of this Agreement.

     1.3 "TERRITORY" means the United States,  Canada,  Mexico and all countries
in Central America, the Caribbean and South America.

2. APPOINTMENT OF ACC.

     Toshiba hereby appoints ACC as Toshiba's exclusive distributor for the sale
of Toshiba Products in the Territory,  and ACC hereby accepts such  appointment.
ACC shall  use its  commercially  reasonable,  good  faith  efforts  to  include
entities owned in part by Toshiba  (including SEMP Toshiba) in the  distribution
of Toshiba  Products in Brazil.  ACC shall not distribute  any Toshiba  Products
except in the Territory in accordance with this Agreement.

3. MINIMUM PURCHASE TARGETS.

     3.1 GENERAL.  The Parties shall establish  annual minimum  purchase targets
("MINIMUM  PURCHASE  TARGETS") for ACC's  purchase of Toshiba  Products for each
fiscal year during the term hereof.  Separate  Minimum Purchase Targets shall be
established for Toshiba  Products in the CDMA,  GPRS and PDA Product  categories
(and in any new or  replacement  categories  that the  Parties  may  agree to in
connection  with technology or other  applicable  Product  developments)  in the
following regions:  (a) U.S. and Canada; (b) Mexico; (c) Brazil; and (d) Central
America, the Caribbean and South America other than Mexico and Brazil.

     3.2  ESTABLISHMENT.  The  Minimum  Purchase  Targets  shall be  based  upon
intended market size, the applicable  roadmap and concept for Products described
in Section 7.3, and the  applicable  Product Plan  described in Section 7.4. The
first effective  Minimum  Purchase Targets under this Agreement shall be for the
fiscal year ending  November 30, 2003, and are contained in Exhibit 3.2 attached
hereto. The Parties shall establish Minimum Purchase Targets for each subsequent
fiscal year prior to the  commencement  of such fiscal year.  If the Parties are
unable to agree on the Minimum Purchase Targets for any fiscal year prior to the
beginning  of  the  fiscal  year,  the  Parties  shall  submit  the  dispute  to
arbitration pursuant to Section 18.2. Until the new Minimum Purchase Targets are
determined  through  arbitration,  the  Minimum  Purchase  Targets for the prior
fiscal year will apply to the subsequent  fiscal year, as equitably  adjusted in
case of force majeure circumstances as described in Section 18.16.

     3.3 COMPETITIVE  TOSHIBA PRODUCTS.  The condition that ACC must satisfy the
Minimum Purchase Targets applicable to each Toshiba Product category in a region
of the Territory to maintain its exclusive  distribution rights for such Toshiba
Product category in such

                                  Exhibit 99.4
                                        2



<PAGE>






region  shall  be  subject  to the  reasonable  competitiveness  of the  Toshiba
Products in such category with respect to feature,  function, quality and price,
the approval of such Toshiba  Products by the intended  Carrier  customers,  and
Toshiba's  timely  supply of such  Toshiba  Products in  sufficient  quantity in
accordance with the terms hereof.

     3.4 CONVERSION TO NON-EXCLUSIVE  DISTRIBUTORSHIP.  If ACC fails to meet the
applicable  Minimum  Purchase  Target for a category  of Toshiba  Products  in a
geographical  territory,  Toshiba  shall  have the right  (which  right is to be
exercised  within  thirty  (30) days after the end of the fiscal  year for which
such  Minimum  Purchase  Target  has not been met) to  convert  ACC's  exclusive
distributorship  for such  category  of  Toshiba  Product  in such  geographical
territory to a  non-exclusive  distributorship  for the  remaining  term of this
Agreement.

4. MOST PREFERRED SUPPLIER.

     Toshiba shall be the most preferred  supplier of Products to ACC. ACC shall
use  Toshiba  Products in  preference  to the  Products of all other  suppliers,
subject to Toshiba's ability to reasonably meet ACC's Product  requirements with
respect to feature, function, cost, quality, quantity of supply and availability
on reasonably competitive terms.

5. BRANDING.

     All Toshiba Products supplied by Toshiba hereunder shall be Toshiba-branded
Products;  provided  that,  at  Toshiba's  direction  and  subject to  Toshiba's
consent,  certain  Toshiba  Products  may bear the brands of  Carrier  customers
and/or ACC, and certain  Toshiba  Products may not bear the Toshiba  brand.  ACC
shall have the right to utilize other brands on non-Toshiba Products.

6. MEETINGS; TOSHIBA'S OFFICER DESIGNEES.

     6.1 TOSHIBA'S OFFICER DESIGNEES.  Toshiba shall have the right to designate
individuals  as  officers of ACC in the  following  capacities:  Executive  Vice
President (the "EVP");  Chief Technology Officer for Toshiba Products;  and Vice
President for  Merchandizing  -- Toshiba  Products.  Toshiba shall also have the
right to remove and replace  its  designees  at any time in its sole  discretion
upon written  notice to ACC. Such officers  designated by Toshiba shall have the
duties  set forth on  Schedule  6.1.  ACC's  board of  directors  shall  appoint
Toshiba's officer designees to their positions,  subject to the following:  such
officers  shall be (a) qualified  and  competent in their  positions in terms of
experience,  expertise,  moral  character,  ability to interface  with other ACC
officers and employees and other relevant  attributes,  (b) unaffiliated  with a
competitor of ACC, (c) not impose an  unreasonable  expense on ACC, and (d) have
the approval of ACC's Chief Executive  Officer (who may not withhold or withdraw
his approval without reasonable cause).

     6.2 EXECUTIVE MEETINGS. The CEO, the EVP and the Chief Financial Officer of
ACC shall hold executive  meetings to review,  discuss and reach  conclusions on
significant matters

                                  Exhibit 99.4
                                        3



<PAGE>






relating to ACC's  supply  relationship  with  Toshiba,  which  shall  generally
include the matters identified on Schedule 6.2. Such executive meetings shall be
held at least  monthly and at such other times as may be  requested  by the CEO,
the EVP or the Chief  Financial  Officer,  upon  reasonable  prior notice to the
other two executives.

     6.3  PURCHASE,  SALE  AND  INVENTORY  MEETINGS.  To  enhance  supply  chain
management  and  other  operational  matters  relating  to the  Parties'  supply
relationship  hereunder,  ACC shall hold  meetings  to discuss  purchase,  sale,
inventory  (including  inventory  held by  Carriers)  and  related  matters  and
activities.  The meetings shall generally  cover past  performance and projected
future  performance over the succeeding  six-month  period,  and ACC's projected
need for Products during such period.  The meetings shall occur at least monthly
and at such other times as may be  requested  by the CEO or the EVP. The EVP and
other  staff  members  designated  by Toshiba  shall be  entitled  to attend and
participate in such meetings.

     6.4  PERFORMANCE AND FORECAST  MEETINGS.  ACC shall hold meetings to review
and confirm the  business,  operational  and  financial  performance  (including
profit and loss performance) of ACC, and ACC's forecasted future  performance in
these areas.  Such meetings shall occur at least monthly and at such other times
as may be specified by ACC's CEO, EVP or Chief  Financial  Officer.  The EVP and
other  staff  members  designated  by Toshiba  shall be  entitled  to attend and
participate in such meetings.

7. PRODUCT PLANNING.

     7.1 PRODUCT MEETINGS. The Parties shall hold meetings to review and address
the  matters  discussed  below in this  Section  7 and  other  relevant  matters
concerning the Toshiba  Products to be supplied by Toshiba for  distribution  by
ACC hereunder.  Such meetings  shall occur at least  quarterly and at such other
times as may be specified by the Parties. Such meetings shall be attended by the
CEO, the EVP and other appropriate representatives of the Parties.

     7.2 CARRIERS.  The Parties  recognize  that ACC's  relationships  and close
coordination  with Carriers are critical to meeting the Carriers'  Product needs
and  increasing  the sales of Toshiba  Products to Carriers.  The Parties  shall
jointly  cooperate in working with  Carriers to develop  Toshiba  Product  plans
(including plans for next generation Toshiba Products),  effective  distribution
practices  and other  activities  to enhance the success of the Parties'  supply
relationship and the sale of Toshiba Products to Carriers.

     7.3 TOSHIBA PRODUCT ROADMAP AND CONCEPT.  The Parties shall jointly develop
a roadmap and concept for the Toshiba  Products to be distributed by ACC, taking
into account ACC's overall  Product  roadmap and concept in order to give effect
to Toshiba's most preferred  supplier rights set forth in Section 4. The roadmap
and  concept  shall  cover  the  introduction   schedule  for  Toshiba  Products
distributed   by   ACC;   target   pricing;   product   features;    performance
specifications; product quantity; and other important aspects of Toshiba Product
development.  The roadmap and concept  shall be reviewed and updated  quarterly,
and shall generally cover a

                                  Exhibit 99.4
                                        4



<PAGE>






rolling three-year period following the quarter during which the review occurs.

     7.4 PRODUCT PLAN.  The Parties shall jointly  develop a plan for the supply
of Toshiba  Products  hereunder  (the  "PRODUCT  PLAN").  The Product Plan shall
include a one-year  rolling  forecast of  Toshiba's  expected  supply of Toshiba
Products  hereunder,  setting forth the  anticipated  price,  quantity and other
material  information  relating to the applicable Toshiba Products.  The Product
Plan will be reviewed and updated by the Parties at least on a quarterly basis.

8. PRICING AND PAYMENT.

     8.1  PRICING.  The Parties  anticipate  that  pricing for Toshiba  Products
supplied  hereunder shall be based upon market  conditions  existing at the time
that the Parties enter into binding  purchase orders for the applicable  Toshiba
Products. Final pricing shall be as set forth in the binding purchase orders for
Toshiba  Products;  provided  that the Parties  shall discuss in good faith on a
case by case basis any  pricing  revisions  that may be  appropriate  based on a
significant change in market conditions.

     8.2 PAYMENT.  Toshiba shall issue invoices to ACC for all Toshiba  Products
supplied  hereunder.  ACC shall make payment of such invoices within thirty (30)
days of documents against acceptance for the applicable Toshiba Products.

     8.3 DUTIES AND CHARGES. ACC shall be responsible,  at its sole expense, for
all import duties and custom charges with respect to its  importation of Toshiba
Products in the Territory.

9. ADDITIONAL AGREEMENTS.

     9.1 CARRIER ACCEPTANCE OF TOSHIBA PRODUCTS. In order to accelerate the time
to market of Toshiba  Products,  ACC and Toshiba  shall  consult,  cooperate and
jointly participate in all activities relating to Carrier testing and acceptance
of Toshiba Products.

     9.2 QUALITY CONTROL FOR NON-TOSHIBA PRODUCTS.  ACC shall give consideration
in good faith to any  reasonable  standards of quality  control that Toshiba may
recommend for non- Toshiba Products.  Toshiba acknowledges and agrees,  however,
that it shall have no other involvement in this aspect of ACC's business.

     9.3 PRODUCT  LIABILITY  INSURANCE.  Toshiba  shall  maintain at all times a
policy of product  liability  insurance  covering the Toshiba Products  supplied
hereunder with coverage amounts and other terms and conditions no less favorable
to ACC than those applicable to Toshiba's products liability insurance policy in
effect on the date hereof.

10. INTELLECTUAL PROPERTY RIGHTS.

     Each Party agrees to acknowledge  at all times the other Party's  exclusive
right,  title and  interest in and to any existing  and future  patents,  patent
applications, trademarks, trade secrets,

                                  Exhibit 99.4
                                        5



<PAGE>






copyrights  and other  intellectual  property  which the other Party has claimed
and/or registered with respect to Products (the "INTELLECTUAL PROPERTY RIGHTS").
Each  Party  agrees  to  promptly  bring  to the  other  Party's  attention  any
activities  in the  Territory  that a Party  becomes  aware of and  believes may
constitute an infringement of the other Party's Intellectual Property Rights.

11. PURCHASE ORDERS AND FORECASTS.

     11.1  PURCHASE  ORDERS.  ACC shall order  Toshiba  Products by issuing firm
purchase  orders to Toshiba as contemplated by Section 11.2. Each purchase order
shall be binding  upon the Parties upon  acceptance  by Toshiba.  Each  purchase
order shall be in the form of Exhibit 11.1 or another form reasonably acceptable
to the Parties.  Toshiba's  acceptance  shall be evidenced by Toshiba issuing to
ACC an acknowledgement within seven (7) Business Days after Toshiba's receipt of
the  applicable  purchase  order;  provided that Toshiba shall be deemed to have
accepted  any  purchase  order that it has not  rejected in writing  within such
seven (7) Business Day period after  receipt.  Each purchase order shall specify
the Toshiba Product,  price,  quantity,  sale amount,  delivery schedule and any
other  information  reasonably  requested by Toshiba,  and shall be delivered to
Toshiba in  accordance  with  Section  18.3.  In the event of any  inconsistency
between the terms and  conditions of this Agreement and the terms and conditions
of a purchase order, the terms and conditions of this Agreement shall prevail.

     11.2  EXPECTED  TIMING  OF  PURCHASE  ORDERS  AND  FORECASTS.  The  Parties
generally contemplate that within five (5) Business Days following the beginning
of each month during the term hereof (each, a "BASE MONTH"),  ACC shall issue to
Toshiba (1) one or more purchase orders for Toshiba  Products to be delivered to
ACC during the third month  following  the Base  Month,  subject in each case to
Toshiba's  acceptance of the purchase  order(s) in accordance with Section 11.1,
and (2) a rolling,  non-binding  forecast for ACC's expected  demand for Toshiba
Products for the fourth,  fifth and sixth months following the Base Month. As an
example,  within five (5)  Business  Days  following  January 1, 2003,  ACC will
deliver firm purchase orders for Toshiba  Products to be delivered  during April
2003,  and a non-binding  forecast for Toshiba  Products to be delivered  during
May, June and July 2003.

12. DELIVERY AND RISK OF LOSS.

     Delivery of all Toshiba Products purchased by ACC shall be made F.O.B. at a
location agreed upon by the Parties, in accordance with the terms and conditions
of INCOTERMS in the version effective as of the date of this Agreement.  In case
INCOTERMS is revised  following the date hereof, at the request of either Party,
the Parties shall discuss in good faith whether to  incorporate  any  applicable
revised provisions of INCOTERMS as part of this Section 12.

                                  Exhibit 99.4
                                        6



<PAGE>






13. PRODUCT MATTERS AND EPIDEMIC FAILURE.

     13.1 PRODUCT MATTERS.

               (A)  Toshiba  shall  warrant and be  responsible  for the Toshiba
          Products as to testing, quality, design, performance and workmanship.

               (B)  After the  Carrier  customer  has  approved  the  applicable
          Toshiba  Products  for  purchase  and the Toshiba  Products  have been
          distributed  to end  users,  ACC  shall be  responsible  for  warranty
          repairs and Toshiba  shall  provide  support in the form of  training,
          manuals, spare parts lists and related matters.

     13.2 EPIDEMIC FAILURE.

               (A) In  addition to the  Parties'  respective  obligations  under
          Section 13.1, and provided that ACC notifies  Toshiba in writing of an
          Epidemic Failure promptly after becoming aware of the Epidemic Failure
          and also provides  Toshiba with the evidence or  information  that ACC
          has on the subject,  Toshiba shall promptly  investigate the situation
          so that if an Epidemic  Failure has occurred,  the Parties can consult
          as soon as possible on the best way to resolve  the  situation  to the
          customer's  satisfaction  while  minimizing  the  damages  that  might
          result. If an Epidemic Failure occurs,  Toshiba shall, in consultation
          with ACC and at Toshiba's election:

               (i) repair the defective Toshiba Products at Toshiba's cost; or

               (ii) replace the defective Toshiba Products at Toshiba's cost.

     Subject to  Section  13.2(c),  Toshiba  shall  also  reimburse  ACC for its
reasonable expenses actually incurred in addressing the Epidemic Failure.

               (B) An "EPIDEMIC FAILURE" shall occur if one percent (1%) or more
          of  the  total  units  of  any  Toshiba  Products  (such  units  to be
          identified  by lot  number,  manufacturer  product  date code or other
          reasonable  method)  delivered  by  Toshiba  to ACC  reveal  identical
          defects in material, design or workmanship.

               (C) In case of an Epidemic Failure,  ACC shall be responsible for
          the first one  percent  (1%) of the units that are the  subject of the
          Epidemic  Failure,  and Toshiba shall be responsible for the remaining
          defective units in accordance with this Section 13.2.

               (D) Except for any  additional  actions that a Party may agree to
          take  in  resolving  a  particular  Epidemic  Failure,   each  Party's
          responsibility  for  an  Epidemic  Failure  shall  be  limited  to its
          obligations set forth in this Section 13.2.

     13.3 EXCLUSIONS.  Toshiba's  obligations  pursuant to this Section 13 shall
not apply if the applicable  Toshiba Product(s) fail to properly perform because
of any of the following:

                                  Exhibit 99.4
                                        7



<PAGE>






               (A)  The  Toshiba  Products  are  subjected  to  abnormal  use or
          conditions,  accident, mishandling,  neglect, unauthorized alteration,
          misuse, or improper installation, repair or storage;

               (B) The mechanical serial numbers or electronic serial numbers of
          the Toshiba Products have been removed, altered or defaced;

               (C)  Damage  from  exposure  to  moisture,   humidity,  excessive
          temperatures or extreme environmental conditions;

               (D) Damage  resulting from  connection to or use of any accessory
          or other product not approved or authorized by Toshiba; or

               (E) Damage resulting from external causes such as fire, flooding,
          dirt, sand, weather conditions,  battery leakage, blown fuse, theft or
          improper use of any electrical source.

13.4 GENERAL  DISCLAIMER OF WARRANTY.  THE WARRANTIES AND OBLIGATIONS OF TOSHIBA
SET  FORTH  IN  THIS  SECTION  13  AND  SECTION  15  CONSTITUTE  TOSHIBA'S  SOLE
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS SUPPLIED BY TOSHIBA
HEREUNDER.  THE  WARRANTIES  AND  OBLIGATIONS  CONTAINED  IN THIS SECTION 13 AND
SECTION 15 ARE IN LIEU OF, AND TOSHIBA EXPRESSLY DISCLAIMS AND WAIVES, ALL OTHER
REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE
OF DEALING OR PERFORMANCE,  CUSTOM,  USAGE IN THE TRADE OR OTHERWISE,  INCLUDING
WITHOUT   LIMITATION   THE  IMPLIED   WARRANTIES  OF   MERCHANTABILITY,   TITLE,
NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR USE.

14. GOOD FAITH EFFORTS.

     14.1  TOSHIBA.  During the term of this  Agreement,  Toshiba  shall use its
commercially  reasonable,  good  faith  efforts  to supply  competitive  Toshiba
Products to ACC and to obtain  approval of such Toshiba  Products by  applicable
Carriers.  Toshiba's  obligations under this Section 14.1 shall not apply to any
Toshiba  Products  and/or  territories  as to which ACC does not have  exclusive
distribution rights hereunder.

     14.2 ACC. During the term of this Agreement, ACC shall use its commercially
reasonable,  good  faith  efforts  to market  and  promote  the sale of  Toshiba
Products  to  Carriers  and to  obtain  approval  of such  Toshiba  Products  by
applicable Carriers.

15. TRADEMARKS AND OTHER RIGHTS.

     15.1 USE OF TOSHIBA NAME. Toshiba hereby permits ACC to use the trademark

                                  Exhibit 99.4
                                        8



<PAGE>






"Toshiba" on a non-exclusive and nontransferable basis solely in connection with
the sale,  distribution  and service of Toshiba Products in the Territory during
the term of this  Agreement.  Such  use  shall  be made in  accordance  with the
guidelines furnished by Toshiba,  such as "Visual Corporate Identity Manual" and
"Advertising  Manual".  ACC shall use its  commercially  reasonably,  good faith
efforts to further the  goodwill  and  reputation  of Toshiba  Products  and the
Toshiba  brand.  Upon the  expiration or  termination  of this Agreement for any
reason whatsoever, ACC shall immediately discontinue the use of such trademark.

     15.2 OTHER USE OF TOSHIBA NAME.  Any use of the trademark  "Toshiba" by ACC
other than that in  accordance  with Section  15.1 shall be permitted  only upon
Toshiba's prior written consent and in accordance with Toshiba's directions.

     15.3 NO  REGISTRATION.  ACC shall not  apply  for the  registration  of any
trademark,  other  identifying  mark,  emblem or design  appearing  in or on the
Toshiba Products or any imitation thereof. In addition,  ACC shall not apply for
the  registration  of any  trade  name or  corporate  name  including  the  word
"Toshiba".

     15.4 ALLEGED  INFRINGEMENT BY TOSHIBA PRODUCT.  In the event ACC receives a
claim from any third party alleging  infringement by the Toshiba Products of any
trademark,  other identifying mark, design, utility model, copyright,  patent or
other  intellectual  property  right,  ACC shall promptly notify Toshiba thereof
and, at Toshiba's request,  direction and expense,  reasonably  cooperate in the
resolution of the claim.

     15.5 PATENT PROTECTION.

               (A) Toshiba shall  indemnify and hold ACC harmless from any cost,
          expense  or  liability  arising  out of any claim or  action  based on
          actual or alleged direct  infringement  by a Toshiba Product alone and
          furnished  hereunder of any patent of any third party  enforceable  in
          the Territory,  provided that (i) ACC shall notify Toshiba promptly in
          writing of such claim or action,  (ii) Toshiba shall have sole control
          of the defense and  settlement of such claim or action,  and (iii) ACC
          shall  give  all  reasonably  necessary  authority,   information  and
          assistance to Toshiba and its counsel,  at Toshiba's expense,  for the
          defense from such claim or action.

               (B)  Notwithstanding  the provisions of Section 15.5(a),  Toshiba
          shall not be obligated to indemnify  and hold ACC harmless in case the
          alleged infringement is based upon:

                    (i) use of the Toshiba  Product in combination  with another
               Person's circuits,  components,  devices,  information,  designs,
               specifications, software, data, material or products; or

                    (ii)  modification  of the Toshiba Product by a Person other
               than Toshiba after delivery by Toshiba.

                                  Exhibit 99.4
                                        9



<PAGE>






     15.6 INFRINGEMENT BY THIRD PARTIES. In the event ACC becomes aware that any
third party infringes or is likely to infringe any trademark,  other identifying
mark, design,  utility model,  copyright,  patent or other intellectual property
right appearing in or on the Toshiba Products, ACC shall promptly notify Toshiba
thereof,  assist Toshiba (at Toshiba's  expense) in proceeding with  appropriate
measures,  including legal measures,  against such  infringement and comply with
Toshiba's instructions.

16. CONFIDENTIALITY; PUBLICITY.

     16.1  CONFIDENTIAL  INFORMATION.  The Parties recognize that, in connection
with the performance of the  transactions  contemplated  hereby,  each Party (in
such capacity, the "DISCLOSING PARTY") may disclose Confidential  Information to
the other Party (each in such capacity,  the "RECEIVING PARTY"). For purposes of
this  Agreement,  "CONFIDENTIAL  INFORMATION"  means  any  and  all  information
(whether  owned by the  Disclosing  Party or any  Person to whom the  Disclosing
Party owes a non-disclosure  obligation)  regarding the Disclosing Party and its
business which is (i) in written or other tangible form and marked with a legend
which  identifies  the  information as  confidential,  or (ii) in oral or visual
form,  identified as being confidential at the time of disclosure and thereafter
summarized in a writing which  identifies the information as confidential and is
transmitted  to the  Receiving  Party within thirty (30) days after such oral or
visual disclosure.

     16.2 CONFIDENTIALITY  OBLIGATION.  Each Receiving Party agrees for a period
of two (2) years  after  the  receipt  of any  Confidential  Information  (i) to
protect  the  Confidential  Information  and not to  disclose  the  Confidential
Information to any Person, utilizing the same degree of care the Receiving Party
utilizes to protect its own  confidential  information of a similar nature,  and
(ii) not to utilize the  Confidential  Information for any purpose other than in
connection  with the  transactions  contemplated  hereby.  The Parties  agree to
restrict distribution of the Confidential  Information to those Persons involved
in the subject of the discussions who have a "need to know" such  information in
connection with the discussions.

     16.3  EXCEPTIONS.  Notwithstanding  the  provisions of Section  16.2,  each
Receiving Party shall have no obligation to maintain the  confidentiality of any
information, and the Confidential Information shall not include any information,
that (i) is or  becomes  generally  available  in the public  domain  other than
through  unauthorized or improper  disclosure by the Receiving  Party,  (ii) was
validly in the Receiving Party's  possession prior to disclosure by a Disclosing
Party,  (iii) was  independently  developed by the Receiving  Party, or (iv) was
received by the Receiving  Party from another  Person  without  violation of any
confidentiality obligations.

     16.4 DISPOSAL OF CONFIDENTIAL  INFORMATION.  Within thirty (30) days of the
termination of this Agreement,  upon the applicable  Disclosing Party's request,
each  Receiving  Party  shall  return to the  Disclosing  Party or  destroy  all
Confidential Information (including copies and electronic records thereof).

                                  Exhibit 99.4
                                       10



<PAGE>






     16.5  PUBLICITY.  Subject to  applicable  Law and the  applicable  rules or
regulations  of any stock exchange on which the securities of any Party are then
traded,   no  Party  shall  issue  any  press  release,   publicity   statement,
communication  with  stockholders,  public  notice  or other  public  disclosure
relating  directly to this  Agreement or the  transactions  contemplated  hereby
without prior notice to,  consultation with, and the consent of the other Party.
Notwithstanding  the  foregoing,  so long  as the  disclosing  Party  reasonably
attempts to consult with and obtain the consent of the other  Party,  limits the
applicable  disclosure  to the  extent  practicable  and  provides a copy of the
disclosure to the  non-disclosing  Party  concurrently with or in advance of its
public release,  such  consultation and consent shall not be required if a Party
must make a public  disclosure  on an  emergency  basis in order to comply  with
applicable securities Laws.

17. TERM AND TERMINATION.

     17.1 TERM.  The term of this  Agreement  shall  initially be five (5) years
from the date hereof,  subject to earlier  termination  pursuant to Section 17.2
and extension as provided in the next sentence. The term of this Agreement shall
be  automatically  extended for  successive  one (1)- year periods unless either
Party gives termination  notice to the other Party not earlier than 180 days and
not later than 120 days prior to the then current end of the term.

     17.2 TERMINATION. This Agreement may be terminated as follows:

          (A) Upon the mutual written agreement of the Parties.

          (B) At the  election of Toshiba,  in case ACC fails to (i) comply with
     its obligations to appoint  Toshiba's  officer designees in accordance with
     Section  6.1,  or (ii) make  payment in  accordance  with  Section 8.2 with
     respect to an invoice for Toshiba Products accepted by ACC and which ACC is
     not disputing in good faith, and in case of clause (i) or clause (ii), such
     failure is not remedied  within sixty (60) days after ACC receives  written
     notice  from  Toshiba,  indicating  that  it is a  notice  of  default  and
     describing the default in reasonable detail.

          (C) At the election of either  Party,  if the other Party  commences a
     voluntary case or other proceeding seeking liquidation,  reorganization, or
     other  relief  with  respect to itself or its debts  under any  bankruptcy,
     insolvency  or other  similar law now or hereafter in effect or seeking the
     appointment of a trustee, receiver, liquidator,  custodian or other similar
     official of it or taking possession by any such official in any involuntary
     case  or  other  proceeding  commenced  against  it,  or  makes  a  general
     assignment  for the benefit of  creditors,  or fails  generally  to pay its
     debts as they become due, or take any corporate  action to authorize any of
     the foregoing.

          (D) At the election of either Party,  if an involuntary  case or other
     proceeding  is  commenced  against  the other  Party  seeking  liquidation,
     reorganization  or other  relief with  respect to it or its debts under any
     bankruptcy,  insolvency  or other similar law now or hereafter in effect or
     seeking the appointment of a trustee,  receiver,  liquidator,  custodian or
     other  similar  official  for  such  Party or any  substantial  part of its
     property, and such involuntary case or other

                                  Exhibit 99.4
                                       11



<PAGE>






     proceeding  remains  undismissed  and  unstayed  for a  period  of one
     hundred twenty (120) days.

          (E) At the  election of Toshiba,  if a  Strategic  Person  (other than
     Toshiba  or any of its  Affiliates)  acquires a direct or  indirect  equity
     ownership   interest  in  excess  of  twenty   percent  (20%)  in  Audiovox
     Corporation, a Delaware corporation ("AUDIOVOX").

          (F) At the  election  of either  Party in  accordance  with the second
     sentence of Section 17.1. 

     17.3 EFFECT. In the event of the termination of this Agreement  pursuant to
Section 17.2,  this Agreement shall cease to have further force or effect and no
Party shall have any liability to any other Party in respect to this  Agreement,
provided that:

          (A) Termination of this Agreement for any reason shall not release any
     Party from any liability which has already accrued as of the effective date
     of such  termination,  and shall not  constitute a waiver or release of, or
     otherwise be deemed to prejudice or adversely affect, any rights,  remedies
     or  claims,  whether  for  damages  or  otherwise,  which a Party  may have
     hereunder,  at law,  equity  or  otherwise  or which may arise out of or in
     connection with such termination.

          (B) ACC shall remain liable for and shall pay Toshiba for any purchase
     orders  hereunder  that have been  accepted by Toshiba,  and Toshiba  shall
     fulfill such purchase orders.

          (C) Section 16,  Section 18 and the first sentence of Section 10 shall
     survive such termination and remain in full force and effect.

18. GENERAL PROVISIONS.

     18.1 GOVERNING LAW. This  Agreement  shall be construed and  interpreted in
accordance  with and  governed  by the Laws of the  State of New  York,  U.S.A.,
including, without limitation,  Section 5-1401 of the General Obligations Law of
the State of New York (without regard to the choice of law provisions  thereof).
Judgement  upon an award  rendered by the  arbitrators  pursuant to Section 18.2
shall be entered in the courts of the State of New York,  and the Parties hereby
submit to the exclusive  jurisdiction of such courts for the purpose of any such
entry.  The Parties  agree and consent that services of process may be made upon
the Parties in any legal proceedings  relating hereto by any means allowed under
applicable Law.

     18.2 DISPUTE RESOLUTION.

          (A) The Parties intend that all disputes  between the Parties  arising
     out of this  Agreement  that do not  involve  claims  by or  against  third
     parties  shall be  settled  by the  Parties  amicably  through  good  faith
     discussions upon the written request of either Party. In the event that any
     such  dispute  cannot be  resolved  thereby  within a period of sixty  (60)
     calendar  days after such  notice has been  given,  such  dispute  shall be
     finally settled by binding arbitration at the request of

                                  Exhibit 99.4
                                       12



<PAGE>






     any Party.

          (B) Each  arbitration  hereunder  shall be  conducted  in the  English
     language in New York, New York, and shall be  administered  by the American
     Arbitration  Association  under its  Commercial  Arbitration  Rules then in
     effect,  before  three  (3)  independent  arbitrators  to be  appointed  as
     follows.  Each Party  shall  appoint  one (1)  arbitrator,  and the two (2)
     arbitrators  appointed by the Parties shall  appoint a third  arbitrator in
     accordance  with  paragraph  (c) of AAA Rule R-15  (Appointment  of Neutral
     Arbitrator by Party-Appointed  Arbitrators or Parties) currently in effect.
     However, in all events, these arbitration  provisions shall govern over any
     conflicting rules which may now or hereafter be contained in the applicable
     rules.

          (C) Each Party may demand  arbitration by filing a written demand with
     the other Party  within one hundred  eighty (180)  calendar  days after the
     expiration of the sixty (60) day period  described  above.  The arbitrators
     shall have the  authority to grant any  equitable  and legal  remedies that
     would be  available  in any  judicial  proceeding  intended  to  resolve  a
     dispute,  including  (notwithstanding  Section 17) the  termination of this
     Agreement. Notwithstanding the foregoing, either Party shall be entitled to
     seek   preliminary   injunctive   relief   from  any  court  of   competent
     jurisdiction,  pending the final decision or award of the arbitrators.  The
     award   rendered   in  an   arbitration   hereunder   shall  be  final  and
     non-appealable.

     18.3  NOTICES  AND OTHER  COMMUNICATIONS.  Any and all  notices,  requests,
demands and other communications  required or otherwise  contemplated to be made
under this Agreement shall be in writing and in English and shall be provided by
one or more of the  following  means and shall be deemed to have been duly given
(a) if delivered personally,  when received, (b) if transmitted by facsimile, on
the first (1st) Business Day following receipt of a transmittal confirmation, or
(c) if by  international  courier  service,  on the  third  (3rd)  Business  Day
following  the date of  deposit  with  such  courier  service,  or such  earlier
delivery  date as may be  confirmed  in writing  to the  sender by such  courier
service. All such notices,  requests,  demands and other communications shall be
addressed as follows:

             If to Toshiba:

                      Toshiba Corporation
                      Mobile Communications Company
                      1-1, Shibaura 1-chome, Minato-ku
                      Tokyo 105-8001
                      Japan

                      Attention:       General Manager, International Operations
                      Telephone:       -81-3-3457-3241
                      Facsimile:       -81-3-3457-8194

                                  Exhibit 99.4
                                       13



<PAGE>






             If to ACC:

                      Audiovox Communications Corp.
                      555 Wireless Boulevard

                      Hauppauge, New York  11788
                      U.S.A.

                      Attention:       Philip Christopher
                      Telephone:       (631) 233-3300
                      Facsimile:       (631) 951-0784

             With a copy to:

                      Levy & Stopol, LLP
                      East Tower, 14th Floor
                      190 EAB Plaza
                      Uniondale, New York 11556-0190

                      USA

                      Telephone:       (516) 802-7007
                      Facsimile:       (516) 802-7008

or to such other  address or facsimile  number as a Party may have  specified to
the other Parties in writing delivered in accordance with this Section 18.3.

     18.4 SEVERABILITY.  If any provisions of this Agreement shall be held to be
illegal,  invalid or unenforceable,  the Parties agree that such provisions will
be enforced to the maximum extent  permissible so as to effect the intent of the
Parties,  and  the  validity,  legality  and  enforceability  of  the  remaining
provisions  of this  Agreement  shall  not in any way be  affected  or  impaired
thereby.  If  necessary  to effect the intent of the  Parties,  the Parties will
negotiate  in good faith to amend this  Agreement  to replace the  unenforceable
language with  enforceable  language which as closely as possible  reflects such
intent.

     18.5  AMENDMENTS.  This  Agreement  may be  amended or  modified  only by a
written instrument signed by each Party.

     18.6  WAIVER.  Any waiver by a Party of an  instance  of the other  Party's
noncompliance with any obligation or responsibility herein contained shall be in
writing  and  signed  by the  waiving  Party and shall not be deemed a waiver of
other instances of the other Party's noncompliance hereunder.

     18.7 NO ASSIGNMENT.  This Agreement  shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and permitted assigns
of the  Parties.  Nothing in this  Agreement  shall  confer any rights  upon any
Person  other than the Parties and their  respective  successors  and  permitted
assigns. Neither Party may assign this Agreement or

                                  Exhibit 99.4
                                       14



<PAGE>






its rights  hereunder  to any Person  without the  written  consent of the other
Party.  No assignment by any Person of this Agreement or of any of such Person's
rights  hereunder  shall  release  such  Person  from  any  of  its  obligations
hereunder.  Any  attempted  assignment  of this  Agreement  in violation of this
Section 18.7 shall be void and of no effect.

     18.8  CONSTRUCTION.  This Agreement has been  negotiated by the Parties and
their respective  counsel and shall be fairly interpreted in accordance with its
terms and without any strict  construction  in favor of or against either of the
Parties.

     18.9 INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT.  Unless the context
shall otherwise require, any pronoun shall include the corresponding  masculine,
feminine and neuter  forms,  and words using the singular or plural number shall
also include the plural or singular number,  respectively.  The words "include,"
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation".  All references herein to Articles, Sections, Annexes, Exhibits and
Schedules  shall be deemed to be  references  to Articles  and  Sections of, and
Annexes,  Exhibits and  Schedules  to, this  Agreement  unless the context shall
otherwise  require.  The  headings of the Articles and Sections are inserted for
convenience  of reference only and are not intended to be a part of or to affect
the meaning or  interpretations  of this  Agreement.  Unless the  context  shall
otherwise require, any reference to any agreement or other instrument or statute
or regulation is to such agreement, instrument, statute or regulation as amended
and supplemented from time to time (and, in the case of a statute or regulation,
to any successor  provision).  Any  reference in this  Agreement to a "day" or a
number of "days"  (without the explicit  qualification  of "Business")  shall be
interpreted  as a reference to a calendar day or number of calendar days. If any
action or notice is to be taken or given on or by a particular calendar day, and
such  calendar  day is not a Business  Day,  then such action or notice shall be
deferred until, or may be taken or given, on the next Business Day.

     18.10  DISCLAIMER OF AGENCY.  This Agreement shall not constitute any Party
as a legal  representative  or agent of any other Party,  nor shall a Party have
the right or  authority  to assume,  create or incur any  Liability of any kind,
expressed or implied,  against or in the name or on behalf of the other Party or
any of its Affiliates.

     18.11  LANGUAGE.  The Parties have negotiated this Agreement in the English
language, which shall be the governing language of this Agreement.

     18.12  RELATIONSHIP OF THE PARTIES.  Nothing contained in this Agreement is
intended  to, or shall be  deemed  to,  create a  partnership  or joint  venture
relationship  among the  Parties  or any of their  Affiliates  for any  purpose,
including tax purposes.  Neither of the Parties nor any of its  Affiliates  will
take a position contrary to the foregoing.

     18.13 SPECIFIC  PERFORMANCE.  Each Party agrees that each other Party shall
be  entitled to obtain an  injunction  or  injunctions  in  accordance  with the
dispute resolution

                                  Exhibit 99.4
                                       15



<PAGE>






procedures  contained in Section 18.2 to prevent  breaches of the  provisions of
this  Agreement,   or  any  agreement  contemplated  hereunder  and  to  enforce
specifically  the terms and provisions  hereof,  in each instance  without being
required  to post  bond or  other  security,  without  being  required  to prove
irreparable  harm,  and in addition to, and without having to prove the adequacy
of, other remedies at Law.

     18.14 CONSEQUENTIAL AND OTHER DAMAGES. Neither Party shall be liable to the
other Party under any contract, negligence, strict liability or other theory for
any  indirect,  incidental,  consequential,  punitive or other  special  damages
(including without limitation lost profits) asserted by the other Party.

     18.15 EXPORT  CONTROL.  Each Party shall  comply with the Japanese  Foreign
Exchange and Foreign Trade Laws, the U.S. Export Administration  Regulations and
any other  applicable  export  regulations  with  respect  to  Toshiba  Products
supplied hereunder, and each Party shall not, directly or indirectly,  export or
re-export Toshiba Products or any part thereof, any information, technical data,
or products received from the other Party, or any direct product thereof, to any
destination or country prohibited by such Laws and regulations,  unless properly
authorized by the applicable Governmental Authorities.

     18.16 FORCE MAJEURE.  Neither Party shall be responsible  for any defaults,
failures  to assist,  or delays in delivery  which are due to causes  beyond its
control,  including,  but without limitation,  acts of God or of a public enemy,
acts or any order of a government, or any preference,  priority, or any order of
such government,  currency restrictions,  fires, floods,  epidemics,  quarantine
restrictions, strikes, embargoes, unduly severe weather, or incidents of war.

     18.17 ENTIRE  AGREEMENT.  The  provisions  of this  Agreement and the other
Transaction  Agreements set forth the entire agreement and understanding between
the Parties as to the subject matter hereof and supersede all prior  agreements,
oral or written, and all other prior communications between the Parties relating
to the subject  matter hereof;  provided that this Agreement  shall not apply to
Toshiba Products covered by purchase orders effective prior to the date hereof.

     18.18  COUNTERPARTS.  This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which shall be binding as of the date first written above,
and all of  which  shall  constitute  one and the  same  instrument.  Each  such
counterpart shall be deemed an original, and it shall not be necessary in making
proof  of  this  Agreement  to  produce  or  account  for  more  than  one  such
counterpart.

                                  Exhibit 99.4
                                       16



<PAGE>






     IN  WITNESS  WHEREOF,   the  Parties  have  caused  their  respective  duly
authorized representatives to execute this Distribution Agreement as of the date
first above written.

                                    TOSHIBA CORPORATION,

                                    a Japanese corporation, acting through its
                                    Mobile Communications Company

                                    By:   s/ Tetsuya Mizoguchi

                                          Name:      Tetsuya Mizoguchi
                                          Title:     President and CEO,
                                                     Mobile Communications
                                                     Company

                                    AUDIOVOX COMMUNICATIONS

                                    CORP.,

                                    a Delaware corporation

                                    By:   s/ Philip Christopher          
                                          -------------------------------
                                          Name:      Philip Christopher
                                         Title:     Chief Executive Officer



                                  Exhibit 99.4
                                       17



<PAGE>






                                    ANNEX I

                              CERTAIN DEFINITIONS

     "AFFILIATE"  of a  specified  Person  means any Person  that  controls,  is
controlled  by or is under  common  control  with  such  specified  Person.  For
purposes of this  definition,  "CONTROL" shall mean the possession,  directly or
indirectly,  of power to direct or cause the direction of management or policies
(whether  through  ownership of  securities  or other  ownership  interests,  by
contract or otherwise).

     "BUSINESS" means the research, development, design, manufacture, marketing,
sale and/or service of Products.

     "BUSINESS DAY" means a day on which  commercial  banks in New York City are
generally open to conduct their regular banking business.

     "GOVERNMENTAL AUTHORITY" means any federation,  nation, state, sovereign or
government,  any federal,  supranational,  regional,  state,  local or municipal
political subdivision, any governmental or administrative body, instrumentality,
department or agency,  or any court,  administrative  hearing body,  arbitrator,
commission  or other  similar  dispute  resolving  panel or body,  and any other
entity exercising executive, legislative, judicial, regulatory or administrative
functions of a government.

     "LAWS" means all applicable provisions of all (i) constitutions,  treaties,
statutes, laws (including common law), rules,  regulations,  ordinances or codes
of  any  Governmental  Authority,  and  (ii)  orders,  decisions,   injunctions,
judgments, awards and decrees of any Governmental Authority.

     "PERSON" means a natural individual,  Governmental Authority,  partnership,
firm, corporation or other entity.

     "STRATEGIC PERSON" means any of Motorola, Nokia, Ericsson,  Kyocera, Sanyo,
Sharp or other similar companies that compete with a Party in the Business.

     "TRANSACTION  AGREEMENTS"  means this  Agreement;  the Securities  Purchase
Agreement;  the Stockholders Agreement; the Employment Agreement dated as of the
date hereof between ACC and Philip Christopher;  the Trademark License Agreement
dated as of the date  hereof  between  Audiovox  and ACC;  the  Shared  Services
Agreement   dated  as  of  the  date  hereof  between   Audiovox  and  ACC;  the
Non-Negotiable  Subordinated  Convertible Promissory Note by ACC to Toshiba; and
the Non-Negotiable Demand Note by ACC to Audiovox dated the date hereof.

                                  Exhibit 99.4
                                       18



<PAGE>






                                   EXHIBIT 6.1
                      DUTIES OF TOSHIBA'S OFFICER DESIGNEES

Executive Vice President

Supervises  the Chief  Technology  Officer  for  Toshiba  Products  and the Vice
     President for Merchandizing -- Toshiba Products.

Participates  in  the  decision  making  of  ACC,  including  through  executive
meetings.

Chief Technology Officer for Toshiba Products

Responsible for technology matters for Toshiba Products.

Represents ACC on matters  relating to Toshiba  technology in coordination  with
     Hino Works and other applicable Toshiba facilities.

Vice President for Merchandizing -- Toshiba Products

Coordinates and  participates  in the production,  sale and inventory of Toshiba
Products.

Coordinates and participates in product planning for Toshiba Products, including
     concept proposals for Toshiba Products.

Supports sales promotion of Toshiba Products.

                                  Exhibit 99.4
                                       19



<PAGE>







                         SCHEDULE 6.2 EXECUTIVE MEETINGS

Material change in organizational structure

Human resource planning and incentives

The      launch plan for individual Toshiba Products  (including  specification,
         cost and other factors)  based on the product  roadmap and concept made
         by mutual cooperation between ACC and Toshiba

Service and maintenance operations

Major sales strategy for each Carrier in North America

Major regional sales channel strategy

Major general sales strategy and policy

Sales policy in the Territory (by country) in South America

Sales policy in the Territory (by country) outside North and South America

Sales promotion and advertisement policy

Pricing

Budget and Mid-Term Business Plan of ACC

Any other matters which are reasonably acceptable to the CEO






                                  Exhibit 99.4
                                       20



<PAGE>


THIS NOTE AND THE EQUITY  SECURITIES  INTO WHICH THIS NOTE MAY BE CONVERTED HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT
IN COMPLIANCE WITH THE  REGISTRATION OR  QUALIFICATION  PROVISIONS OF APPLICABLE
UNITED  STATES  FEDERAL,   STATE  AND  FOREIGN  SECURITIES  LAWS  OR  APPLICABLE
EXEMPTIONS THEREFROM.

TRANSFER  OF THIS NOTE AND THE  EQUITY  SECURITIES  INTO  WHICH THIS NOTE MAY BE
CONVERTED ARE RESTRICTED PURSUANT TO THE STOCKHOLDERS  AGREEMENT DATED AS OF MAY
29, 2002, BY AND AMONG AUDIOVOX  CORPORATION,  TOSHIBA  CORPORATION AND AUDIOVOX
COMMUNICATIONS  CORP.,  COPIES OF WHICH ARE ON FILE AT THE  PRINCIPAL  OFFICE OF
AUDIOVOX COMMUNICATIONS CORP.

                          AUDIOVOX COMMUNICATIONS CORP.
             NON-NEGOTIABLE SUBORDINATED CONVERTIBLE PROMISSORY NOTE

$8,106,667

                                                                    May 31, 2002

     For value received,  Audiovox  Communications Corp., a Delaware corporation
("ACC"),  promises to pay to Toshiba  Corporation,  a Japanese  corporation (the
"HOLDER"),  or to the Holder's  successors or assigns,  the principal  amount of
Eight  Million  One  Hundred  Six  Thousand  Six  Hundred   Sixty-Seven  Dollars
($8,106,667)  in  accordance  with the  terms of this  Subordinated
  Convertible
Promissory Note (this "NOTE").

     1.  INTEREST.  This Note shall bear  interest  at a per annum rate equal to
1.75%,  computed on the basis on the actual number of days elapsed and a year of
365 days.  Interest  hereunder shall be payable annually on May 31 of each year,
commencing May 31, 2003.

     2.  MATURITY.  Subject to  Sections 4 and 5, the  unpaid  principal  amount
hereof shall be due and payable on May 31, 2007 (the "MATURITY DATE"),  together
with all interest then accrued and unpaid hereunder;  provided that if this Note
has not been converted in full into Convertible  Shares pursuant to Section 4 on
or prior to May 31, 2007,  the  Maturity  Date shall be  automatically  extended
until May 31, 2012 without any further action of ACC or the Holder. All payments
hereunder  (including  pursuant  to Section 4) shall be credited  first  against
accrued and unpaid interest and then against principal.

     3. NO  PREPAYMENT.  Subject to Section 4, no prepayment of any amount under
this Note may be made prior to the  Maturity  Date  without the  Holder's  prior
written consent.

                                  Exhibit 99.5
                                        1



<PAGE>



     4. CONVERSION.

          (A) OPTIONAL  CONVERSION.  At any time and from time to time following
     the date hereof, the Holder shall have the right at its election to convert
     all or any portion of the unpaid  principal  amount  hereof and the accrued
     and unpaid interest hereunder into a number of shares ("CONVERSION SHARES")
     of ACC's Class B Common Stock, no par value per share,  equal to the amount
     hereunder to be converted divided by $773,818.19  (subject to adjustment as
     provided in Section 4(d), the  "CONVERSION  PRICE");  provided that (i) the
     Holder may not convert  this Note under this  Section 4(a) if, after giving
     effect to the proposed  conversion,  the outstanding  shares of ACC capital
     stock held by the Holder would exceed 25% of the total  outstanding  shares
     of ACC  capital  stock  and  (ii)  prior  to and in  connection  with  such
     conversion,  Borrower may pay in cash all or any portion of the accrued and
     unpaid interest hereunder.

          (B) MANDATORY CONVERSION. ACC may require the Holder to convert all or
     any  portion of the unpaid  principal  amount  hereof and the  accrued  and
     unpaid interest  hereunder into a number of Conversion  Shares equal to the
     amount hereunder to be converted  divided by the Conversion Price if, after
     giving effect to the proposed  conversion,  the  outstanding  shares of ACC
     capital  stock  held  by the  Holder  would  not  exceed  25% of the  total
     outstanding shares of ACC capital stock.

          (C) PROCEDURE FOR  CONVERSION.  In connection  with any  conversion of
     this Note, the Holder shall deliver written notice of the conversion to ACC
     at its principal  office,  specifying the amount hereunder to be converted,
     and together  with the original  Note,  duly endorsed for  conversion.  ACC
     shall, as soon as practicable thereafter, issue and deliver to the Holder a
     certificate or certificates  for the Conversion  Shares to be issued to the
     Holder,  together with a Note in the form hereof in the principal amount of
     any  unconverted  and  outstanding  portion  of  this  Note  following  the
     conversion.

          (D)  ADJUSTMENT TO CONVERSION  PRICE.  The  Conversion  Price shall be
     subject to appropriate adjustment so as to protect the rights of the Holder
     upon the  occurrence  on or after the date  hereof  of any stock  dividend,
     stock  split,  reverse  stock  split,  recapitalization,  reclassification,
     merger,  combination,  consolidation or other similar transaction affecting
     the capital  stock of ACC. Upon each  occurrence of any event  described in
     the  immediately  preceding  sentence,   the  Conversion  Price  in  effect
     immediately   prior  to  such  event  shall  be  adjusted  (and  any  other
     appropriate  actions  shall be taken by ACC) so that the  Holder,  upon any
     conversion,  shall be  entitled  to  receive  the  number  of shares of ACC
     capital stock or other  property,  including cash or  securities,  that the
     Holder  would have owned or would have been  entitled to receive upon or by
     reason of any of the events  described  above, had this Note been converted
     immediately  prior to the date of such event, or if such event has a record
     date,  then the record date  applicable to such event.  An adjustment  made
     pursuant to this Section shall become effective  retroactively to the close
     of business on the day upon which the applicable event is consummated.

          (E) CONVERSION  SHARES.  ACC covenants and agrees that, so long as any
     amount owing under this Note  remains  outstanding,  ACC shall  reserve and
     keep available for issue upon  conversion of this Note such number of ACC's
     authorized but

                                  Exhibit 99.5
                                        2



<PAGE>



     unissued  shares of capital  stock as will be sufficient to permit the
     conversion in full of this Note. All Conversion Shares that are issued upon
     conversion  of this Note shall be duly and validly  issued,  fully paid and
     nonassessable and free and clear of any liens, claims and restrictions.

     5. ACCELERATION.  The entire unpaid principal amount hereof and all accrued
and unpaid interest hereunder shall become automatically and immediately due and
payable  without  any  notice,  demand or other  action by the  Holder  upon the
occurrence of any of the following:

          (A) ACC  commences  a  voluntary  case  or  other  proceeding  seeking
     liquidation,  reorganization, or other relief with respect to itself or its
     debts  under  any  bankruptcy,  insolvency  or  other  similar  law  now or
     hereafter  in effect or seeking  the  appointment  of a trustee,  receiver,
     liquidator,  custodian or other similar official for ACC or any substantial
     part of its  property,  or taking  possession  by any such  official in any
     involuntary  case or other  proceeding  commenced  against  ACC, or makes a
     general assignment for the benefit of creditors,  or fails generally to pay
     its debts as they become due, or takes any  corporate  action to  authorize
     any of the foregoing; or

          (B) An involuntary case or other  proceeding is commenced  against ACC
     seeking  liquidation,  reorganization or other relief with respect to it or
     its debts  under any  bankruptcy,  insolvency  or other  similar law now or
     hereafter  in effect or seeking  the  appointment  of a trustee,  receiver,
     liquidator,  custodian or other similar official for ACC or any substantial
     part of its property, and such involuntary case or other proceeding remains
     undismissed and unstayed for a period of one hundred twenty (120) days.

     6. SUBORDINATION.

          (A) The  Holder  of this  Note,  for  itself  and its  successors  and
     assigns, agrees that this Note and the obligations represented thereby (the
     "SUBORDINATED  OBLIGATIONS")  shall,  to  the  extent  and  in  the  manner
     hereinafter set forth,  be subordinated  and subject in right of payment to
     the prior payment in full of all Senior Indebtedness  hereinafter  defined.
     The term "Senior Indebtedness" means (a) all indebtedness of ACC, including
     the  principal  of and premium,  if any, and interest on such  indebtedness
     whether outstanding on the date of this Note or thereafter created, (i) for
     borrowed  money,  together with all amounts for fees and expenses and other
     amounts due to any banks or like financial institutions,  (ii) constituting
     purchase  money  indebtedness  for the  payment of which ACC is directly or
     contingently  liable,  (iii) constituting  reimbursement  obligations under
     bank letters of credit and standby letters of credit,  (iv) under steamship
     guarantees  and airway  releases,  (v) under any lease of real or  personal
     property,  whether  outstanding  on the date of  execution  of this Note or
     thereafter created,  incurred or assumed, which obligations are capitalized
     on the  books  of ACC in  accordance  with  generally  accepted  accounting
     principles, (vii) for accounts payable, accrued expenses and taxes payable,
     (viii)  relating to  indebtedness of others of the kinds referred to in the
     foregoing  clauses (i) through  (vii)  guaranteed  or assumed,  directly or
     indirectly,  by  ACC,  and (b) any  modifications,  refundings,  deferrals,
     renewals or  extensions  of any such Senior  Indebtedness,  or  securities,
     notes, debentures or other evidences of indebtedness issued in exchange for
     such Senior Indebtedness. As used in the preceding sentence the term

                                  Exhibit 99.5
                                        3



<PAGE>



     "purchase money indebtedness" means indebtedness  evidenced by a note,
     debenture,  bond or other similar  instrument  (whether or not secured by a
     lien or other security  interest)  given in connection with the acquisition
     of any  business,  properties  or assets of any kind acquired by ACC or any
     subsidiary.

          (B)  Except as set forth in  Section 1 and  subject  to  Section 4, no
     payment in  respect of the  Subordinated  Obligations  (including,  without
     limitation,  at any time after the Subordinated Obligations shall have been
     declared due and payable  prior to the Maturity  Date) or any judgment with
     respect  thereto  shall be made by or on behalf  of ACC  until  the  Senior
     Indebtedness shall have been paid in full and the Holder of this Note shall
     not make any demand for such  payment;  provided  that this Section 6 shall
     not restrict the right of the holders of the  Subordinated  Obligations  to
     receive payment thereon upon the stated Maturity Date thereof,  except with
     respect  to any  Senior  Indebtedness  that is due and  owing  (whether  by
     maturity,  acceleration  or  otherwise)  or with respect to which ACC is in
     default on such stated  Maturity Date. For purposes of this Note,  "payment
     in  full"  and  "paid  in  full"  as  used  with   respect  to  any  Senior
     Indebtedness,  means the  receipt  of cash  equal to the amount of all such
     Senior Indebtedness,  or the receipt of cash equivalents in an equal amount
     reasonably  satisfactory  to such  holders of Senior  Indebtedness  or such
     payment in full shall have been duly provided for in a manner  satisfactory
     to such  holders  of Senior  Indebtedness  in the sole  discretion  of such
     holders.

          (C) In the event that notwithstanding the foregoing provisions of this
     Section 6, any holder of  Subordinated  Obligation  shall have received any
     payment  or  distribution  with  respect  to  the  Subordinated  Obligation
     contrary to the  foregoing  provisions  of this  Section 6, then and in any
     such event  such  payment  or  distribution  shall be held in trust for the
     benefit of, and shall be  immediately  paid or delivered by such holder to,
     as the case may be, the holders of the Senior Indebtedness remaining unpaid
     for application to the payment of the Senior Indebtedness remaining unpaid.
     The  subordination  provisions in this Section 6 are for the benefit of and
     shall be  enforceable  directly by the holders of Senior  Indebtedness  and
     each such holder of Senior  Indebtedness  shall be deemed to have  acquired
     such Senior  Indebtedness in reliance upon the subordination  provisions in
     this  Section  6. No right of any  present  or future  holder of any Senior
     Indebtedness to enforce  subordination as herein provided shall at any time
     in any way be  prejudiced  or impaired by any act or omission in good faith
     by any such  holder,  or by any  noncompliance  by ACC with the  terms  and
     provisions  and covenants  herein  regardless of any knowledge  thereof any
     such holder may have or otherwise be charged with.

          (D) In no event shall any term or condition in this Note be amended or
     otherwise  modified  without the consent of the Required Lenders under (and
     as defined in) the Fourth Amended and Restated Credit  Agreement,  dated as
     of July 28, 1999, among Audiovox  Corporation,  the Lenders parties thereto
     and JPMorgan Chase Bank, as  administrative  agent and collateral agent (as
     amended, supplemented,  otherwise modified or refinanced, refunded, renewed
     or  extended).  In the event that any  payment  or any part  thereof of any
     Senior  Indebtebtedness  is  rescinded  or must  otherwise  be  restored or
     returned to the holder of such  Senior  Indebtedness  upon the  insolvency,
     bankruptcy, dissolution, liquidation or reorganization of ACC or upon or as
     a result of the appointment

                                  Exhibit 99.5
                                        4



<PAGE>



of a receiver,  intervenor or conservator or, trustee or similar officer for ACC
or any substantial part of any of its property, or otherwise, the holders of the
Senior  Indebtedness shall be entitled to the full benefits of the subordination
provisions  of  this  Section  6 and  such  subordination  provisions  shall  be
reinstated,  all as though such payments had not been made.  The  provisions set
forth in this Section 6 shall (i) remain in full force and effect until  payment
is made in full of all of the Senior  Indebtedness,  in cash, or such payment is
duly  provided  for in a  manner  satisfactory  to  the  holders  of the  Senior
Indebtedness,  (ii) be binding upon the holders of Subordinated Obligations, ACC
and their respective successors, transferees and assigns, and (iii) inure to the
benefit  of,  and be  enforceable  directly  by,  each of the  holders of Senior
Indebtedness and their respective successors, transferees and assigns.

     7.  GOVERNING  LAW.  This  Note  shall  be  construed  and  interpreted  in
accordance  with and  governed  by the laws of the  State of New  York,  U.S.A.,
including, without limitation,  Section 5-1401 of the General Obligations Law of
the State of New York (without regard to the choice of law provisions thereof).

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]







                                  Exhibit 99.5
                                        5



<PAGE>


     IN WITNESS WHEREOF,  ACC has caused its duly authorized  representative  to
execute this Non-Negotiable  Subordinated  Convertible Promissory Note as of the
date first above written.

                                     AUDIOVOX COMMUNICATIONS

                                     CORPORATION,

                                     a Delaware corporation

                                     By:   s/ Philip Christopher              
                                           -----------------------------------
                                           Name:  Philip Christopher
                                           Title:  Chief Executive Officer



                                  Exhibit 99.5
                                        6



<PAGE>




                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                       AUDIOVOX COMMUNICATIONS CORPORATION

                                       AND

                               PHILIP CHRISTOPHER


     THIS EMPLOYMENT AGREEMENT, effective as of May 29, 2002 ("Effective Date"),
is by and among  Audiovox  Communications  Corporation  ("ACC"),  a  corporation
organized  and  existing  under  the  laws  of the  State  of  Delaware,  Philip
Christopher  ("Executive"),  and for purposes of Sections 5.3, 5.4 and 5.7 only,
Audiovox Corporation, a Delaware corporation ("Audiovox").

     WHEREAS,  ACC  wishes  to  employ  Executive  pursuant  to  the  terms  and
conditions and for the consideration set forth in this Agreement,  and Executive
wishes to be employed by ACC pursuant to such terms and  conditions and for such
consideration.

     NOW,  THEREFORE,  for  and in  consideration  of the  respective  promises,
covenants, and obligations contained herein, ACC and Executive agree as follows:

     1. Introduction. ACC agrees to employ Executive, and Executive agrees to be
employed by ACC, subject to the terms and conditions of this Agreement.

     2.  Definitions.  Capitalized  terms used in this Agreement  shall have the
meanings set forth below or as defined throughout this Agreement:

          2.1.  "Agreement" means this Employment  Agreement effective as of the
     Effective Date.

          2.2. [Intentionally Omitted]


          2.3.  "Board of  Directors" or "Board" means the Board of Directors of
     ACC or any successor entity.

                                  Exhibit 99.6
                                        1



<PAGE>



     2.4. "Cause" shall mean termination due to any of the following reasons:

          2.4.1 The entry of a final  judgment of conviction of the Executive by
     a trial court for a felony  committed  after the date hereof  regardless of
     whether  the  Executive  appeals the  judgment,  or entry of a plea of nolo
     contendere by the Executive to a felony;

          2.4.2 The failure of Executive, other than by reason of his Disability
     or legal  incompetence,  to carry out the reasonable business directions of
     the Board,  and the failure  continues for more than thirty (30) days after
     the Board gives written  notice to the Executive  specifying  the nature of
     the failure and, if such failure is capable of cure,  requesting  Executive
     to cure it;

          2.4.3  Executive's  breach  of his  material  obligations  under  this
     Agreement; or

          2.4.4 Any act of  intentional  misconduct by Executive  materially and
     adversely affecting ACC, Audiovox or any of their respective affiliates.

          2.5.  "Consumer  Price Index"  means the Consumer  Price Index for All
     Urban Consumers, U.S. City Average, All Items, as reported by the Bureau of
     Labor Statistics of the U.S. Department of Labor.

          2.6.  "Code"  means the  Internal  Revenue  Code of 1986,  as amended.
     References  to any  section  of the Code  include  corresponding  successor
     provisions.

          2.7.  "Confidential  Information" means any confidential  information,
     not  generally  known to the public,  related to the business or operations
     (past,  present  or  future) of ACC,  Audiovox  or any of their  respective
     affiliates  that  Executive  has  possession  or  knowledge  of through his
     employment with ACC, Audiovox or any of their respective affiliates.

          2.8.   "Disabled"  or  "Disability"   means  a  determination   by  an
     independent competent medical authority that Executive is unable to perform
     his duties as President and Chief Executive

                                  Exhibit 99.6
                                        2



<PAGE>



     Officer of ACC and in all reasonable medical likelihood such inability
     will continue for more than one year.  Unless otherwise agreed by Executive
     and the  Board,  Executive  and ACC each  shall  select  a board  certified
     licensed  physician,  and the two physicians  selected shall  designate the
     independent  medical authority,  whose determination of Disability shall be
     binding  upon  Executive  and ACC.  ACC shall be entitled to request such a
     determination  in the event that  Executive  has been unable to perform his
     duties hereunder by reason of physical or mental incapacity for a period of
     ninety  (90)  consecutive  days or for  ninety  (90)  days  during  any six
     (6)-month period during the term of this Agreement.

          2.9.  "Separation  Payment" means a payment equal to the sum of (a) an
     amount  equal to the  remainder  of the base salary  required to be paid to
     Executive through the initial five- year term of this Agreement (assuming a
     percentage  increase  in the  Consumer  Price  Index per year  equal to the
     average percentage increase per year in the Consumer Price Index during the
     previous  four  calendar  years  prior to such  calculation),  plus (b) the
     product  of (i) the  greater of (xx) the number one (1) and (yy) the number
     of  years  (including   fractions  thereof)  remaining  from  the  date  of
     Executive's  termination until May 29, 2007, multiplied by (ii) the average
     of all annual bonus  payments  made to  Executive  pursuant to Section 5.8,
     plus (c) an amount in cash equal to one million dollars ($1,000,000).

          2.10.  "Stock  Option"  means an option to purchase  capital  stock of
     Audiovox pursuant to any of the stock option plans maintained by Audiovox.

          2.11. "Toshiba" means Toshiba Corporation, a Japanese corporation.

     3. Term of Employment.  The initial term of this Agreement commences on the
Effective  Date and,  unless  terminated at an earlier date in  accordance  with
Section  7.2 or 7.3,  shall  continue  until  May  29,  2007.  The  term of this

                                  Exhibit 99.6
                                        3



<PAGE>




Agreement  shall  automatically  extend by  consecutive  twelve-  month  periods
unless,  prior to April 29,  2007,  and prior to each April 29  thereafter,  ACC
notifies Executive in writing of ACC's intention to terminate this Agreement. If
ACC so notifies Executive,  then this Agreement terminates on May 29 of the year
such written  notice is delivered to Executive.  If ACC elects not to renew this
Agreement for any one-year  extension  period in accordance with this Section 3,
or if ACC elects to terminate  Executive for Cause  pursuant to Section 2.4.2 or
Section  2.4.3,  then  within  thirty  (30) days  after the  expiration  of this
Agreement  pursuant to such election,  ACC shall pay Executive an amount in cash
equal to the product of (x) the base  salary and annual  bonus  payment  paid to
Executive  during the  immediately  preceding  calendar  year  pursuant  to this
Agreement,  multiplied by (y) .50;  provided,  however,  that Executive shall be
subject  to the  provisions  of Section 8 in the event  this  Agreement  expires
pursuant to this Section 3, or if ACC terminates Executive for Cause pursuant to
Section 2.4.2 or Section 2.4.3.

     4. Duties and Responsibilities.

          4.1. Service.  ACC shall employ Executive as ACC's President and Chief
     Executive Officer. Executive shall faithfully and diligently serve as ACC's
     President and Chief Executive Officer.

          4.2.  Other  Activities.  Executive  shall not during the term of this
     Agreement,  without  the  consent  of the  Board of  Directors,  (a) act as
     advisor,  consultant,  officer,  partner, or in any other capacity, for any
     person or entity other than ACC or Audiovox, if such activity is for profit
     or pecuniary  advantage;  (b) engage in any other  business  activity other
     than  business  activity for ACC or Audiovox;  or (c) cause or allow ACC or
     Audiovox to  participate  in any  transaction  with Executive or any of his
     relatives or with any entity in which Executive or any of his relatives has
     an interest  other than  holding  less than five (5%)  percent of an entity
     whose stock is publicly traded.  Executive may make and manage his personal
     investments, provided the investments do not violate the

                                  Exhibit 99.6
                                        4



<PAGE>



     provisions of Section 6 and, further provided,  the investments do not
     violate  ACC's or  Audiovox's  policies  as in effect  from time to time on
     conflict of interest,  insider trading,  and any trading restriction policy
     applicable to ACC's or Audiovox's executive officers.

          4.3.  Director.  During the term of this  Agreement,  Executive  shall
     serve as a voting  member and Chairman of the Board of Directors of ACC. In
     addition, the parties acknowledge that it is their intention that Executive
     shall retain his membership on the Board of Directors of Audiovox,  subject
     to the future  nomination  decisions  by the Board of Directors of Audiovox
     and the election decisions of the stockholders of Audiovox.

     5. Compensation and Benefits.

          5.1.  Benefits.  Executive  shall be  eligible to  participate  in all
     deferred compensation,  disability insurance,  life insurance,  retirement,
     and welfare benefit plans generally offered to executive officers of ACC.

          5.2. Base Salary. Commencing on the Effective Date, Executive's annual
     base salary shall be five hundred thousand dollars ($500,000),  which shall
     be  paid  in  installments  in  accordance  with  ACC's  standard   payroll
     practices.  On each  anniversary of the Effective  Date, ACC shall increase
     Executive's  annual base salary by the positive  percentage change, if any,
     in the Consumer Price Index during the previous year.

          5.3. Equity Incentives.  During the term of this Agreement,  Executive
     shall be eligible to receive equity incentives under the plans and programs
     applicable to ACC executive  officers,  which  issuances  shall,  except as
     provided herein, be in the Board's  discretion and subject to the terms and
     conditions  of such plans and  programs as in effect from time to time.  As
     soon as possible  after the Effective  Date,  the Board of Directors  shall
     adopt an employee  equity  incentive plan reflecting the terms set forth in
     the document attached hereto as Exhibit A (the "Equity Incentive

                                  Exhibit 99.6
                                        5



<PAGE>



     Plan").  Executive shall allocate equity  incentives  issued under the
     Equity  Incentive Plan as provided for in the document  attached  hereto as
     Exhibit A in his sole discretion,  including equity incentives representing
     the equivalent of up to 45.45 percent of such equity incentives to himself;
     provided,  however,  that  Audiovox  shall  have the right to  review  such
     allocation  (other than the allocation  made to Executive) and make changes
     to such allocation as Audiovox deems appropriate, in its sole discretion.

          5.4.  Vesting of Stock Options.  As of the Effective  Date,  Executive
     shall become fully vested in all Stock  Options  previously  granted to him
     under the Audiovox Corporation 1999 Stock Option Plan.

          5.5.  Reimbursement.  ACC shall  reimburse  Executive  for  reasonable
     business  expenses that he incurs in the performance of services under this
     Agreement on  presentation  to ACC of an itemized  account of such expenses
     together with  supporting  documentation.  In addition,  ACC shall,  within
     thirty  (30) days  after  execution  of this  Agreement,  pay or  reimburse
     Executive  for  the  reasonable   attorney's  and   paralegal's   fees  and
     disbursements  incurred by  Executive  in the  negotiation,  drafting,  and
     execution of this Agreement.

          5.6.  Automobile.  ACC shall provide Executive with exclusive use of a
     late model luxury class automobile leased and insured by ACC.

          5.7. Bonus Pool. Within (30) days after Effective Date, Audiovox shall
     establish  a bonus pool of three  million,  two  hundred  thousand  dollars
     ($3,200,000).  Executive  shall  allocate  the  bonus  pool  among  the key
     employees of ACC, including himself. Audiovox shall pay the appropriate key
     employees  of ACC,  including  Executive,  bonuses in the amount  allocated
     pursuant to the immediately  preceding  sentence.  Executive agrees that he
     shall,  promptly  following  receipt of such bonus, use all or a portion of
     the amounts paid to him pursuant to this Section 5.7 to repay

                                  Exhibit 99.6
                                        6



<PAGE>



     to Audiovox any remaining outstanding principal amount and accrued but
     unpaid interest owed by Executive pursuant to the unsecured promissory note
     in favor of Audiovox for an amount equal to $650,954.

          5.8. Annual Bonus.  During the term of this  Agreement,  ACC shall pay
     Executive  an  annual  bonus  equal to two  (2%)  percent  of ACC's  annual
     earnings  before income taxes,  determined  in  accordance  with  generally
     accepted accounting principles. The direct and indirect stockholders of ACC
     shall not  allocate  overhead and other  expenses in a manner  inconsistent
     with prior  practices.  ACC shall pay the annual bonus  within  ninety (90)
     days after the end of its fiscal year.

          5.9.  Vacation.  Executive  is  entitled to four (4) weeks of vacation
     during  each  year of the  term of this  Agreement  without  diminution  of
     compensation.

          5.10. Insurance and Indemnification.

               5.10.1  ACC shall  provide  coverage  for  Executive  to the same
          extent as ACC's other officers for all insurance that ACC maintains to
          indemnify  its  directors  and officers  and to indemnify  ACC for any
          obligations  that it incurs from its  undertakings  to  indemnify  its
          directors and officers.  ACC shall  maintain the insurance for so long
          as  Executive  is  subject to  personal  liability  for  service as an
          officer of ACC.

               5.10.2 ACC shall use commercially  reasonable efforts to maintain
          in force insurance  indemnifying directors and officers from liability
          for their  service to it, at not less than its  present  coverage  and
          deductibles to the extent  available to it on commercially  reasonable
          terms.

               5.10.3 ACC shall  indemnify and hold  harmless  Executive for and
          from all assessments,  costs,  damages,  expenses,  fines,  judgments,
          liabilities,   losses,   penalties,   and  reasonable  attorney's  and
          paralegal's  fees and  disbursements  resulting  from the  Executive's
          service as an officer of ACC to the fullest  extent  permitted  by law
          and on the most favorable terms that indemnification

                                  Exhibit 99.6
                                        7



<PAGE>



          is  provided to any officer of ACC.  ACC shall so  indemnify  the
          Executive  for so long as Executive  is subject to personal  liability
          for service as an officer of ACC.

     6. Confidential Information and Public Remarks.

     6.1.  Unique  Position.  Executive  appreciates the unique position he will
hold as ACC's President and Chief Executive Officer and understands that because
of his position  ACC will  provide him unique and broad  access to  Confidential
Information.  Executive  acknowledges  that the business of each of Audiovox and
ACC is  competitive  and that the  Confidential  Information of Audiovox and ACC
constitutes valuable and unique assets of Audiovox and ACC.

     6.2. Therefore, Executive agrees as follows:

               6.2.1 Disclosure and Misuse.  Except in furtherance of his duties
          to Audiovox or ACC,  Executive shall not disclose to  third-parties or
          use either for himself or others, any Confidential Information without
          first obtaining the written consent of Audiovox or ACC, as applicable.
          Any records of Confidential  Information prepared by Executive or that
          come  into  his  possession  or to  which  he has  access  during  his
          employment  with ACC or, if  applicable,  Audiovox,  shall  remain the
          property of ACC or Audiovox,  as applicable.  Upon  termination of his
          employment with ACC or, if applicable,  Audiovox,  Executive shall not
          remove any such records or copies thereof,  and shall promptly deliver
          such records and copies in his personal possession to Audiovox or ACC,
          as  applicable.  The  obligations  of this Section 6.2.1 shall survive
          termination of Executive's employment.

               6.2.2 Public Statement Prohibition.  Executive shall refrain from
          publishing or making any oral or written  statements  about  Audiovox,
          ACC or any of their respective affiliates or any director, officer, or
          holder of more than five (5%) percent of the voting  securities of any
          of the foregoing, that are derogatory or disparaging.  The obligations
          of this Section 6.2.2 shall survive

                                  Exhibit 99.6
                                        8



<PAGE>



          termination of Executive's employment.

               6.2.3 Opportunities. During the term of his employment, Executive
          may acquire  knowledge  of business  opportunities  pertaining  to the
          business in which ACC,  Audiovox or their  respective  affiliates  are
          engaged.  Executive  shall  promptly  disclose to ACC or Audiovox,  as
          applicable,  any  such  business  opportunity  and will  refrain  from
          exploiting  any such  business  opportunity  for  himself or any third
          party  without  the  prior  written  consent  of ACC or  Audiovox,  as
          applicable.

     7. Termination of Employment.

          7.1. Termination Date. For purposes of this Agreement, the Termination
     Date with respect to Executive's employment hereunder shall be as follows:

          7.1.1 the date of Executive's death;

          7.1.2  the  first  business  day  following  the date  upon  which the
     determination of Executive's Disability is finally made;

          7.1.3 subject to Section 2.4.2,  the date on which ACC delivers notice
     to Executive of the termination of his employment hereunder for Cause;

          7.1.4 the date which is ten (10) business  days  following the date on
     which ACC delivers notice to Executive of the termination of his employment
     hereunder other than for Cause;

          7.1.5 the date which is ten (10) business  days  following the date on
     which Executive delivers notice to ACC of the termination of his employment
     hereunder for any reason other than as set forth in Section 7.2; or

          7.1.6 subject to Sections 7.2.4 and 7.2.6, the date which is ten (10)

                                  Exhibit 99.6
                                        9



<PAGE>



      business days following the date on which Executive delivers notice to
     ACC of the termination of his employment pursuant to Sections 7.2.2 through
     7.2.7.

          7.2.  Separation  Payment.  ACC shall  pay  Executive  the  Separation
     Payment  within  thirty  (30)  days  after the date of  termination  of his
     employment  hereunder if he is terminated prior to the fifth anniversary of
     the Effective Date due to any one or more of the following events:

               7.2.1 ACC terminates Executive's employment without Cause;

               7.2.2  Executive  resigns his employment  within ninety (90) days
          after (i) he is removed as President or Chief Executive Officer of ACC
          (except in connection  with the  termination of his employment by ACC,
          or (ii)  after he is  assigned  duties  that  result in a  significant
          adverse  change  or  diminution  in  the  Executive's   authority  and
          responsibilities,   except  in  the  event  that  as  a  result  of  a
          reasonable,  good faith  determination  made by ACC that  Executive is
          unable  to  perform  his  duties by  reason  of a  physical  or mental
          incapacity,  ACC  temporarily  assigns  Executive's  duties to another
          person  during  the  period of such  physical  or  mental  incapacity;
          provided,  however,  that the parties  acknowledge and agree that, for
          purposes of this Agreement,  in no event shall the fact that Executive
          ceases to be a member of the Board of Directors  of Audiovox,  for any
          reason  whatsoever,  be  deemed  to  be an  event  that  results  in a
          significant adverse change or diminution in Executive's  authority and
          responsibilities;

               7.2.3  Executive  resigns his employment  within ninety (90) days
          after ACC notifies  Executive in writing that the Board has decided to
          reduce Executive's base salary or any annual bonus payable pursuant to
          Section  5.8 or will not  grant  the  increase  in base  salary  under
          Section 5.2;

               7.2.4  Executive  resigns his employment  within ninety (90) days
          after nonpayment of base salary when due other than for an inadvertent
          failure that is cured within thirty

                                  Exhibit 99.6
                                        10



<PAGE>



(30) days after the Executive notifies the Board in writing of the nonpayment;

               7.2.5  Executive  resigns his employment  within ninety (90) days
          after the failure of ACC to timely pay the annual bonus under  Section
          5.8;

               7.2.6  Executive  resigns his employment  within ninety (90) days
          after  the  material  breach  by  ACC  of any  obligation  under  this
          Agreement  (other  than  those set  forth in  Sections  7.2.1  through
          7.2.5),  and the failure of ACC to cure the breach  within thirty (30)
          days after the Executive  notifies the Board in writing of the breach;
          or

               7.2.7  Executive  resigns his employment  within ninety (90) days
          after  ACC  consummates  a  merger,  reorganization,  sale  of  all or
          substantially  all  of  its  assets,  or  other  similar   transaction
          (excluding  a merger  where  ACC is the  surviving  entity)  where the
          successor  entity fails to expressly  assume all of ACC's  obligations
          under this Agreement.

          7.3.  No  Separation  Payment.  Executive  shall not be  entitled to a
     Separation Payment if his employment with ACC terminates (i) for any reason
     after the fifth year  anniversary  of the Effective  Date, or (ii) prior to
     the  fifth  year  anniversary  of  the  Effective  Date  due  to any of the
     following  events:

               7.3.1 Executive dies during the term of this Agreement;

               7.3.2 Executive retires or resigns his employment at any time for
          any reason other than as set forth in Section 7.2;

               7.3.3 Executive  resigns his employment after he becomes Disabled
          or his employment is terminated after he becomes Disabled; or

               7.3.4 ACC  terminates  Executive's  employment  for  Cause.  Upon
          termination  of  Executive's   employment  under   circumstances   not
          entitling him to a Separation Payment,  for Cause,  Executive shall be
          entitled to receive the monthly installment of his

                                  Exhibit 99.6
                                       11



<PAGE>



     annual  base  salary  being paid at the time of  termination,  and any
     other reimbursements and payments required under this Agreement through the
     Termination Date.  Thereupon,  this Agreement shall terminate and Executive
     shall have no further rights under or be entitled to any other benefits and
     payments under this Agreement;  provided,  however, that (a) the provisions
     of Sections  5.10,  6, and 8 through 16 shall  survive any  termination  of
     Executive's  employment hereunder except as may be required by law or under
     any  tax-qualified  pension  plan in which  Executive  participates  at the
     effective date of termination.

     7.4. Equity Incentives.

          7.4.1 Vesting Period.  If Executive  becomes  entitled to a Separation
     Payment  under  Section  7.2.,  Executive  shall become fully vested in and
     shall be entitled to exercise any unvested equity  incentives ACC issued to
     him prior to the  Termination  Date pursuant to the Equity  Incentive  Plan
     and/or shall be entitled to any payment from the Equity  Incentive  Plan in
     accordance with the terms of such plan.

          7.4.2 Exercise Period.  If Executive  becomes entitled to a Separation
     Payment under Section 7.2., the period during which  Executive may exercise
     vested equity incentives issued pursuant to the Equity Incentive Plan shall
     be  extended  to the  earlier  of (a)  the  expiration  of the  term of the
     applicable  equity incentive,  and (b) the twelve-month  anniversary of the
     Termination Date.

                                  Exhibit 99.6
                                       12



<PAGE>



     8. Noncompetition, Etc.

          8.1.  Noncompete.  During the initial term and any renewal term of the
     Executive's  employment  hereunder,  and for a period of one year after the
     termination of Executive's  employment  hereunder for any reason whatsoever
     (such  period  being  referred  to  herein  as  the  "Restricted  Period"),
     Executive  shall not,  in absence  of the  written  consent of the Board of
     Directors,  directly or  indirectly,  own any interest in,  operate,  join,
     control or participate as a partner, director,  principal, officer or agent
     of, enter into the  employment  of, act as a  consultant  to or perform any
     services for, any entity which competes,  directly or indirectly,  with any
     business  conducted  by ACC or any of its  subsidiaries  in any  country or
     jurisdiction  in which ACC or any of  subsidiaries  operates such business;
     provided,  however,  that nothing in the foregoing shall prohibit Executive
     from owning up to 2% of an entity whose stock is publicly traded.

          8.2.  Nonsolicitation  of  Customers.  During the  Restricted  Period,
     Executive  shall not, in absence of the prior written  consent of the Board
     of  Directors,  directly  or  indirectly,  request,  induce or  attempt  to
     influence  any  customer of ACC or any of its  subsidiaries  to  terminate,
     cancel or reduce or modify such customer's  business  relationship with ACC
     or any of its  subsidiaries,  or divert its business with ACC or any of its
     subsidiaries to any person or entity then in competition  with any business
     conducted by ACC or any of its subsidiaries.

          8.3.  Nonsolicitation  of  Employees.  During the  Restricted  Period,
     Executive  shall not, in absence of the prior written  consent of the Board
     of Directors,  directly or indirectly,  employ, solicit for employment,  or
     advise,  encourage  or  recommend  to any other  person or entity that such
     person or entity  employ or solicit  for  employment,  or aid or assist any
     other person or entity in the  employment or soliciting  for employment of,
     any  person  who is  then  employed  by  ACC  or  any of its  subsidiaries;
     provided,  however,  that the foregoing  shall not apply to persons who are
     hired as a result

                                  Exhibit 99.6
                                       13



<PAGE>



          of the use of a general  solicitation  (such as an advertisement)
          not specifically directed to any of the employees of ACC or any of its
          subsidiaries.

          8.4.  Enforcement.  In the event that any restriction against engaging
     in the  activities  described in this Section 8 shall be  determined by any
     court of  competent  jurisdiction  to be  unenforceable  by  reason  of its
     extending  for too  great a period  of time or by  reason  of its being too
     extensive in any other respect,  such  restriction  shall be interpreted to
     extend only over the maximum period of time for which it may be enforceable
     and to the  maximum  extent  in all  other  respects  as to which it may be
     enforceable, all as determined by such court in such action.

          8.5  Injunctions.  Executive  acknowledges  that  the  services  to be
     rendered by him to ACC are of a special and unique  character,  which gives
     this  Agreement  a  peculiar  value to ACC,  the  loss of which  may not be
     reasonably  or adequately  compensated  for by damages in an action at law,
     and that a breach  or  threatened  breach  by him of any of the  provisions
     contained in this Section 8 will cause ACC  irreparable  injury.  Executive
     therefore agrees that ACC shall be entitled, in addition to any other right
     or remedy,  to a seek temporary,  preliminary or permanent  injunction in a
     federal or state court of competent  jurisdiction  in Suffolk  County,  New
     York,  notwithstanding  the  provisions  of Section 9 hereof,  without  the
     necessity of proving the  inadequacy of monetary  damages or the posting of
     any bond or security,  enjoining  or  restraining  Executive  from any such
     breach or threatened breach.

                                  Exhibit 99.6
                                       14



<PAGE>



     9. Arbitration.

     9.1. All claims and disputes  arising out of or relating to this Agreement,
Executive's  employment  with ACC,  and any other  relationship  between ACC and
Executive  ("Arbitrable  Claims"),  other  than a  claim  seeking  a  temporary,
preliminary or permanent injunction enjoining or restraining  Executive from any
breach or threatened breach of the restrictive covenants set forth in Section 8,
shall be resolved by final and binding  arbitration in New York, New York, under
the Federal Arbitration Act in accordance with the Employment Dispute Resolution
Rules then in effect with the American Arbitration  Association.  This Section 9
applies both during and after  termination  of  Executive's  employment.  Either
party has the right to enforce  this  agreement to arbitrate in federal or state
court.

     9.2.  All  proceedings  and  documents  prepared  in  connection  with  any
Arbitrable  Claim  shall  be  Confidential  Information  and,  unless  otherwise
required by law, the contents and subject  matter thereof shall not be disclosed
to any  person  or entity  other  than the  parties  to the  proceedings,  their
counsel, witnesses and experts, the arbitrator,  and, if court enforcement of an
arbitration award is sought, the court hearing such matter.

     9.3.  If any  party  institutes  a  proceeding  to compel  arbitration,  or
institutes arbitration,  the party who substantially prevails in such proceeding
or  arbitration,  whether  plaintiff or defendant,  in addition to the remedy or
relief obtained in such proceeding or arbitration,  shall be entitled to recover
the reasonable fees, disbursements,  and expenses such prevailing party incurred
in such  proceeding or  arbitration,  including  without  limitation  reasonable
attorney's  and  paralegal's  fees  and  disbursements,  and  the  fees  of  the
arbitrators and the American Arbitration Association.

     10.  Notices.  Notices and all other  communications  under this  Agreement
shall be in  writing  and shall be deemed to have  been  given  when  personally
delivered, or when mailed by United

                                  Exhibit 99.6
                                       15



<PAGE>



     States  registered or certified  mail,  return receipt  requested,  postage
     prepaid, addressed as follows:

          ACC or Audiovox:

                           Audiovox Communications Corp.
                           150 Marcus Boulevard
                           Hauppauge, NY  11788
                           U.S.A.
                           Attention:       Charles M. Stoehr
                           Telephone:       (631) 436-6505
                           Facsimile:       (631) 231-1370

         With a copy to:

                           Audiovox Communications Corp.
                           555 Wireless Boulevard

                           Hauppauge, NY  11788
                           U.S.A.

                           Attention:       Neil Levine
                           Telephone:       (631) 233-3338
                           Facsimile:       (631) 233-3437

         With a copy to:

                           Levy & Stopol,  LLP East  Tower,  14th  Floor 190 EAB
                           Plaza Uniondale, NY 11556-0190 U.S.A.

                           Attention:       Robert S. Levy, Esq.
                           Telephone:       (516) 802-7007
                           Facsimile:       (516) 802-7008



                                  Exhibit 99.6
                                       16



<PAGE>



Executive:

                           Philip Christopher

                           108 Fairway View Drive

                           Commack, NY  11725
                           U.S.A.

                           Telephone:       (631) 233-3342
                           Facsimile:       (631) 951-0784

         With a  copy to:

                           Kerry M. Parker

                 Gibbons, Del Deo, Dolan, Griffinger & Vecchione

                           One Riverfront Plaza
                           Newark, NJ  07102
                           Telephone:       (973) 596-4500
                           Facsimile:       (973) 639-6346

Either ACC or Executive may provide a change of address to the other in writing,
and notices of changes of address shall be effective upon receipt.

     11. Controlling Law. EXCEPT AS OTHERWISE  PROVIDED IN THIS AGREEMENT,  THIS
AGREEMENT  SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE  REGARDLESS OF
THE LAWS THAT MIGHT OTHERWISE APPLY UNDER PRINCIPLES OF CONFLICT OF LAWS.

     12.  Separability and Construction.  The provisions of this Agreement shall
be enforceable  to the fullest extent  permitted by law. If any provision or the
application thereof to any person or entity is, to any extent,  determined by an
arbitrator or a court to be invalid or  unenforceable  in whole or in part, then
such provision shall be construed in a manner so as to permit its enforceability
under  the  applicable  law  to the  fullest  extent  permitted  by  law.  If an
arbitrator or a court declares void or unenforceable any remedy provided in this
Agreement,  then the  arbitrator  or court shall  award,  instead of the invalid
remedy,  such damages or other remedy as would ordinarily be available in law or
equity.  In  any  case,  the  remaining  provisions  of  this  Agreement  or the
application thereof shall

                                  Exhibit 99.6
                                       17



<PAGE>



remain in full force and effect.

     13.  Nonwaiver.  Any waiver by any party of any act or  omission  that is a
breach of any  provision of this  Agreement is a waiver only of that  particular
act or omission at that particular time, and is not a waiver of any other act or
omission.

     14.  Entire  Agreement.  This  Agreement and the exhibits  attached  hereto
constitutes the entire agreement  between the parties  pertaining to the subject
matter  hereof,  and  supersedes  and is in full  substitution  of all prior and
contemporaneous oral and written agreements

     15.  Modification  in Writing.  No addition  to, or  modification  of, this
Agreement shall be effective unless it is in writing and signed by ACC, Audiovox
and the Executive.

     16. Headings and Captions.  The headings and captions in this Agreement are
solely for convenience of reference,  and shall not be used in the  construction
and interpretation of this Agreement.

     17.  Assumption  of  Obligations.  Each of ACC or  Audiovox  may assign its
rights  hereunder to any successor  entity  (whether by merger or acquisition of
substantially  all the assets of ACC or Audiovox,  as applicable,  or otherwise)
provided  that  the  assignment   shall  not  adversely   affect  any  benefits,
compensation,  and rights of Executive.  Except as set forth in this Section 17,
none of ACC,  Audiovox  or  Executive  may assign  its or his rights  under this
Agreement without the written consent of the other parties.

     18.  Execution.   The  parties  may  execute  this  Agreement  in  multiple
counterparts,  each of  which  is  deemed  to be an  original,  and all of which
constitute one Agreement.

                                  Exhibit 99.6
                                       18



<PAGE>


     IN WITNESS  WHEREOF,  the parties have executed this Agreement on this 29th
day of May, 2002 and effective as of the Effective Date.

                                AUDIOVOX COMMUNICATIONS CORP.


                                By:      s/ Charles M. Stoehr         
                                         -----------------------------
                                Name:  Charles M. Stoehr
                                Title:  Secretary

                                AUDIOVOX CORPORATION
                                (For Purposes of Sections 5.3, 5.4 and 5.7 Only)


                                By:      s/ John J. Shalam                  
                                         -----------------------------------
                                Name:  John J. Shalam
                                Title:  Chief Executive Officer

                                EXECUTIVE:

                                By:      s/ Philip Christopher              
                                         -----------------------------------
                                         PHILIP CHRISTOPHER

                                  Exhibit 99.6
                                       19



<PAGE>


                           TRADEMARK LICENSE AGREEMENT

     AGREEMENT  made  as  of  this  29th  day  of  May,  2002  between  AUDIOVOX
CORPORATION,  a Delaware  corporation,  having a principal  office at 150 Marcus
Boulevard, Hauppauge, NY 11788 ("Licensor") and AUDIOVOX COMMUNICATIONS CORP., a
Delaware  corporation,   having  a  principal  office  at  555  Wireless  Blvd.,
Hauppauge, NY 11788 ("Licensee"):

                              W I T N E S S E T H :

     WHEREAS,  Licensor is the owner of the valuable  trademark  "AUDIOVOX" as a
word mark in various  logos and  designs,  which is the subject of a  registered
trademark in the United States (Patent & Trademark Office  Registration  Numbers
1,234,338;  1,432,756 and 2,138,694) and many other countries (the "Trademark"),
and

     WHEREAS,  Licensee  has  expressed  a  desire  to be  licensed  to use  the
Trademark  in  connection   with  the  manufacture  and  sale  of  Products  (as
hereinafter  defined) for  distribution  to  Licensee's  Market (as  hereinafter
defined).

     NOW, THEREFORE, it is agreed as follows:

1. LICENSE.
   --------

     Subject to the terms and  conditions  of this  Agreement,  Licensor  hereby
grants to Licensee,  and Licensee hereby accepts, a royalty free,  non-exclusive
and  non-transferable   license  to  use  the  trademark  "AUDIOVOX"  solely  in
connection with the sale,  distribution  and service of mobile cellular
  handset
systems and other wireless communications devices that use the infrastructure of
wireless  communications  carriers (the "Products") and to sell,  distribute and
service  the  same  within   Licensee's  Market  and  Territory  as  hereinafter
described, provided that all of said Products produced

                                  Exhibit 99.7
                                        1



<PAGE>



by  Licensee  shall  be  produced  in  accordance  with the  specifications  and
instructions  submitted  by Licensee to Licensor  and  approved by Licensor  and
provided  further that all  requirements  of Licensor with respect to quality of
Products sold under the  Trademark  shall be at all times  strictly  observed by
Licensee and by its  production  facilities.  Licensee may apply such  Trademark
only in  connection  with the  Products  produced by  manufacturers  approved by
Licensor  in  accordance  with such  specifications  and  instructions,  and the
quality thereof shall at all time be  satisfactory to Licensor.  Upon request of
Licensor,  Licensee  shall require that any  production  facility  producing the
Products  to be sold  under  the  Trademark  shall in  writing  acknowledge  the
validity of the  Trademark and agree to refrain from any use thereof for its own
account or for the account of anyone other than Licensee or Licensor.

2.       QUALITY CONTROL.
         ---------------

     Licensee  will permit or will  arrange for  permission  to duly  authorized
representatives  of the  Licensor,  at all  reasonable  times,  to  inspect  the
premises of the Licensee or of the  production  facilities  which Licensee shall
use and to inspect and test the Products in connection  with which Licensee uses
or intends to use the Trademark.

3.       PACKAGING AND ADVERTISING.
         -------------------------

     Licensee shall so package the Products in connection with which it uses the
said Trademark as to conform to the packaging  design  approved by the Licensor.
Licensee agrees to submit to Licensor for its approval all designs for packaging
which  Licensee  proposes to use and agrees  that it will not use any  packaging
design  which  shall not have been  previously  approved by  Licensor.  Licensee
further  agrees that all  advertising  and other  promotional  material which it
proposes to use

                                  Exhibit 99.7
                                        2



<PAGE>



with  respect to  Products  to be sold under the  Trademark  shall be subject to
review and approval of Licensor and that no such  advertising  will be published
without such approval,  which approval Licensor will not unreasonably  withhold,
provided that the same generally  conforms to advertising  standards observed by
Licensor and provided  further that all such  advertising  and all  packaging of
said Products shall contain a statement to the effect that said Trademark is the
property of Licensor and that the Product so  advertised or enclosed in any such
package is manufactured and sold under license from Licensor.

4.       PRODUCT LIABILITY INSURANCE AND INDEMNITY.
         -----------------------------------------

         Licensee  agrees to  maintain  product  liability  insurance  in limits
satisfactory  to  Licensor  insuring  both  Licensee  and  Licensor  against all
liability which may arise or be asserted  against either Licensor or Licensee or
both,  arising out of or connected with the use of Products produced and sold by
Licensee under the said  Trademark,  and Licensee shall furnish to Licensor upon
demand, and from time to time, certificates evidencing the continued maintenance
of such product liability insurance.  Notwithstanding  such insurance,  Licensee
hereby indemnifies  Licensor against any liability or loss which may be asserted
or incurred  through claims of third persons against the Licensor arising out of
or related to the  manufacture  or sale of Products sold by Licensee  under said
Trademark. 

5. EXTENT OF LICENSE.
   -------------------

     The  license   granted  by  Licensor   to  Licensee   hereunder   shall  be
non-exclusive  and is limited to the Products  that are sold through the Carrier
Distribution Channel. The Carrier Distribution Channel is comprised of:

     (a)  A direct  channel  through which ACC sells  Products to Carriers.  The
          direct channel consists of (a) retail stores owned by Carriers and (b)
          the Carriers'

                                  Exhibit 99.7
                                        3



<PAGE>



          sales organizations for corporate enterprise customers; and

     (b)  An indirect  channel  through  which ACC sells  Products to retailers,
          distributors  and agents that are  authorized  by Carriers to activate
          Products,  to sell air time on behalf of Carriers, to promote Products
          to end users and to perform other  activities that support the sale of
          Products to end users on behalf of Carriers.

The Carrier  Distribution  Channel is referred  herein as  "Licensee's  Market".
Licensee's Territory is the United States,  Canada,  Mexico and all countries in
Central  America,  the  Caribbean  and  South  America.  This  license  shall be
non-divisible and  non-transferable  without  Licensor's prior consent.  Nothing
herein  contained  shall be construed to bar the Licensor from selling  products
bearing the  Trademark in any market or anywhere in the world.  Licensee  agrees
that it will not sell Products  bearing the Trademark in any market or territory
other than the Licensee's Market and Territory. 

6. MAINTENANCE OF TRADEMARK.
   -------------------------

     Licensor  owns title to the Trademark and believes the use of the Trademark
on the  Products in  Licensee's  Market and  Territory  will not  constitute  an
infringement  of any other  trademark  used by a third party.  In the event that
Licensee  receives notice,  or is informed of any claim,  suit or demand against
Licensee  on  account of any  alleged  infringement  relating  to its use of the
Trademark owned by Licensor and used by Licensee in accordance with the terms of
this Agreement,  Licensee shall promptly notify Licensor of any such claim, suit
or demand.  Thereupon,  Licensor shall take such action as it may deem necessary
to protect  and defend  Licensee  against  any such claim by any third party and
shall  indemnify  Licensee  against  any loss,  costs or  expenses  incurred  in
connection therewith.  Licensee shall not settle or compromise any such claim by
a third party without the prior written consent of Licensor. Licensor shall have
the sole right to defend, compromise or settle any

                                  Exhibit 99.7
                                        4



<PAGE>



such claim,  in its  discretion,  at  Licensor's  sole cost and  expense,  using
attorneys  of its own  choosing,  and Licensee  agrees to  cooperate  fully with
Licensor  in  connection  with the  defense  of any  such  claim.  Licensee  may
participate  at its own expense in such defense or  settlement,  but  Licensor's
decision with regard thereto shall be final.

7.       DURATION OF LICENSE.
         -------------------

     (a)  This agreement and the license granted hereby shall take effect on the
          date  hereof and unless  sooner  terminated,  this  agreement  and the
          license  granted  hereby shall remain in full force and effect as long
          as  AUDIOVOX  CORPORATION  owns more than fifty  (50%)  percent of the
          issued and outstanding shares of Licensee.

     (b)  Notwithstanding  any other provision of this  agreement,  either party
          shall have the right to terminate  this  agreement upon written notice
          to the  other  for  failure  to  comply  with  any  provision  of this
          agreement,  provided,  however,  that the party so notified shall have
          the  right  to cure  any  such  default  during  a  period  of 60 days
          following  the  mailing of the notice of  default,  and that upon such
          correction, the said notice of termination shall have no further force
          or effect.

     (c)  The license granted hereby shall terminate forthwith and without prior
          notice in the event that  Licensee  shall make any  assignment  of its
          assets or  business  for the  benefit of  creditors  or shall take the
          benefit of any insolvency statute of the United States or any country,
          or if a trustee or receiver be appointed to  administer or conduct its
          business  or  affairs,  or if it be  adjudged a bankrupt  in any legal
          proceeding,  or if  any  involuntary  petition  under  any  insolvency
          statute of the United States be filed against Licensee which shall not
          have been  dismissed  within  thirty  (30) days  following  the filing
          thereof.

                                  Exhibit 99.7
                                        5



<PAGE>



     (d)  This  agreement  and  the  license   granted  hereby  shall  terminate
          forthwith and without prior notice in the event of the  termination or
          dissolution of the Licensee.

8.       OWNERSHIP OF TRADEMARK.
         ----------------------

     Licensee  acknowledges that Licensor is the sole and exclusive owner of all
right,  title  and  interest  in and to the  Trademark  and all  variations  and
derivations  thereof.  Licensee  recognizes the value of the goodwill associated
with  the  Trademark  and  acknowledges  that  all  rights  in and the  goodwill
pertaining to the Trademark,  belong  exclusively to Licensor.  Licensee  agrees
that during the term of this  Agreement,  or thereafter,  it will not attack the
title or any rights of Licensor in the Trademark or otherwise take any action to
damage the  Trademark  or the  validity of the  license.  Licensee's  use of the
Trademark  shall  inure to the  benefit  of  Licensor  for  trademark  purposes.
Licensee  shall not, at any time,  acquire any rights in the Trademark by virtue
of any use it may make of the  Trademark.  Licensee shall use the Trademark with
such words  qualifying or  identifying  that  Licensee's use of the Trademark is
pursuant to this license agreement.

     Licensee further  acknowledges that it has not obtained and will not obtain
any ownership,  right, title or interest in or to the Trademark by reason of the
fact that the Trademark or the word  "AUDIOVOX"  was used or will be used in the
name under which the Licensee was formed or authorized to conduct business.

     Upon  termination  of the license  granted by this agreement for any reason
whatsoever,  Licensee will immediately  cease and desist from any and all use of
the  Trademark  for  all  purposes  including  but  not  limited  to  the  sale,
distribution  and  service of the  Product.  In  addition,  Licensee  at its own
expense will  immediately  take  whatever  steps are necessary and file whatever
applications,

                                  Exhibit 99.7
                                        6



<PAGE>



amendments  or  documents  necessary  with the  proper  office  of the  State of
Delaware or any other  jurisdiction  in which  Licensee  has  recorded  the word
"AUDIOVOX"  as part of its  corporate  name, to effect a change of its corporate
name to a name without and dissimilar to the word "AUDIOVOX".

     Licensee  further  agrees that in the event of such  termination,  Licensee
will at no time  adopt or use any word or mark  which is likely to be similar to
or confusing with the Trademark.

     Nothing  contained in this agreement shall be construed as an assignment to
Licensee of any right,  title or interest in and to the Licensed  Trademark,  it
being  understood  that all  right,  title and  interest  relating  thereto  are
expressly  reserved by Licensor except for the rights being licensed  hereunder,
and as to such rights, only as expressly herein limited.

9.       BOOKS AND RECORDS.
         -----------------

     Licensee  will keep  accurate  books and records  covering  all  activities
relating to the license being granted.

10.      NOTICES.
         -------

     Any notice  required or  permitted to be given by either party to the other
under this agreement shall be deemed  sufficiently given upon delivery in person
or upon mailing by registered or certified mail, postage prepaid, return receipt
requested,  addressed  to the party to be notified  at its address  shown at the
beginning  of this  agreement  or at such other  address as may be  furnished by
notice similarly given.

11.      MISCELLANEOUS.
         -------------

     This agreement may not be orally modified and no amendment thereof shall be

                                  Exhibit 99.7
                                        7



<PAGE>



effective except upon the signature of a duly authorized  representative of each
of the parties hereto.

12.      COUNTERPARTS.
         ------------

     This Agreement may be executed in one or more  counterparts,  each of which
is to be deemed an  original,  and all of which  constitute,  collectively,  one
agreement.

                                  Exhibit 99.7
                                        8



<PAGE>


     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives  of the  parties  hereto  as of the day and year  first  written
above.

                              AUDIOVOX COMMUNICATIONS CORP.
                              (Licensee)


                              By: s/ Philip Christopher                   
                                 -----------------------------------------
                              Its:  Chief Executive Officer

                              AUDIOVOX CORPORATION
                              (Licensor)


                              By: s/ John J. Shalam                       
                                 -----------------------------------------
                              Its:  Chief Executive Officer

                                  Exhibit 99.7
                                        9



<PAGE>


TRANSFER OF THIS NOTE IS RESTRICTED PURSUANT TO THE STOCKHOLDERS AGREEMENT DATED
AS OF MAY 29, 2002, BY AND AMONG AUDIOVOX  CORPORATION,  TOSHIBA CORPORATION AND
AUDIOVOX  COMMUNICATIONS  CORP.,  COPIES OF WHICH  ARE ON FILE AT THE  PRINCIPAL
OFFICE OF AUDIOVOX COMMUNICATIONS CORP.

NON-NEGOTIABLE DEMAND NOTE

                                                                    May 29, 2002
                                                             Hauppauge, New York

     FOR VALUE  RECEIVED,  the  undersigned,  AUDIOVOX  COMMUNICATIONS  CORP., a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to
the order of Audiovox  Corporation  (the  "Lender")  at the office of 150 Marcus
Blvd.,  Hauppauge,  NY, in lawful  money of the United  States of America and in
immediately  available funds, the aggregate unpaid principal amount of all loans
("Loans") made by Lender to Borrower under this Note. Borrower further agrees to
pay interest in like money at such office on the unpaid  principal amount hereof
from time to time  outstanding at the same rate of interest that is available to
Lender under the Fourth Amended and Restated Credit Agreement,  dated as of July
28, 1999, among Audiovox  Corporation,  the lenders parties thereto and JPMorgan
Chase  Bank,  as   administrative   agent  and  collateral  agent  (as  amended,
supplemented,  otherwise modified or refinanced,
  refunded, renewed or extended,
the "Credit Agreement").

     The  principal  amount of this Note from time to time  outstanding  and all
accrued and unpaid interest thereon shall be due and payable upon written demand
in whole or in part by Lender to Borrower,  such demand to take into account the
financial condition of Borrower and other relevant factors.

     Borrower  acknowledges  and agrees  that Lender may make demand for payment
hereunder  for up to the full amount that  Borrower is then able to borrow under
credit  facilities  that  Borrower  may  obtain in the future  from third  party
financing sources.

     Lender is  authorized  to endorse on  Schedule 1 annexed  hereto and made a
part hereof (or in its  internal  records) or on a  continuation  thereof  which
shall be attached

                                  Exhibit 99.8
                                        1



<PAGE>



hereto  and made a part  hereof  the  date,  type and  amount  of each Loan made
hereunder  and the date and amount of each  payment or  prepayment  of principal
thereof.  Each such  endorsement  shall  constitute  prima facie evidence of the
accuracy of the information  endorsed.  The failure to make any such endorsement
(or any error therein)  shall not affect the  obligations of Borrower under this
Note.

     This  Note may be  prepaid  at any  time,  in whole or in part and  without
premium or penalty.  All  payments  hereunder  shall be applied  first to unpaid
interest, next to expenses and last to principal payments.

     All unpaid amounts hereunder shall automatically accelerate and immediately
become due and payable by Borrower to Lender if:

     (a) Borrower commences a voluntary case or proceeding seeking  liquidation,
     reorganization,  or other relief with respect to itself, or its debts under
     any bankruptcy,  insolvency or other similar law now or hereafter in effect
     or seeking the appointment of a trustee, receiver, liquidator, custodian or
     other  similar  official  for  Borrower  or  any  substantial  part  of its
     property, or taking possession by any such official in any involuntary case
     or  other  proceeding  commenced  against  Borrower,  or  makes  a  general
     assignment  for the benefit of  creditors,  or fails  generally  to pay its
     debts as they become due, or takes any corporate action to authorize any of
     the foregoing; or

     (b) An involuntary case or proceeding is commenced against Borrower seeking
     liquidation, reorganization or other relief with respect to it or its debts
     under  bankruptcy,  insolvency  or other  similar law now or  hereafter  in
     effect or  seeking  the  appointment  of a trustee,  receiver,  liquidator,
     custodian or other similar official for Borrower or any substantial part of
     its  property  and such  involuntary  case or other  proceeding  remains in
     undismissed and unstayed for a period of one hundred twenty (120) days; or

     (c) Any Person  (directly  or  indirectly  through one or more  Affiliates)
     other than Lender and its Affiliates and Associates  becomes the owner of a
     majority of Borrower's  capital stock or acquires all or substantially  all
     of  Borrower's  assets  (whether  through  merger,  stock  purchase,  asset
     purchase or another form of transaction).

     Borrower  agrees to pay Lender the same fees for  banking  transactions  as
Lender is charged under the Credit Agreement,  provided that the fees charged to
Borrower will only be for banking services used by Borrower  including,  without
limitation,  letter of credit commissions,  activity fees,  commitment fees, and
bank transfer fees.

     Borrower  agrees to pay or  reimburse  Lender for all of its  out-of-pocket
costs

                                  Exhibit 99.8
                                        2



<PAGE>



and expenses incurred in connection with the collection of this Note, including,
without  limitation,  fees and  disbursements  of Lender's  counsel  incurred in
connection with any claim,  action or any other proceeding seeking to enforce or
preserve Lender's rights under this Note.

     Borrower will continue to provide, as long as debt is outstanding to Lender
hereunder,  any  guarantees  and  pledges of assets that are needed by Lender to
maintain its Credit Agreement in effect; provided that such guarantee and pledge
arrangements shall comply with the conditions contained in Section 1.5(m) of the
Stockholders  Agreement dated as of the date hereof among  Borrower,  Lender and
Toshiba  Corporation  (the  "STOCKHOLDERS  AGREEMENT")  relating to transactions
involving Borrower and Lender and their Affiliates and Associates.

     All parties now and  hereafter  liable with  respect to this Note,  whether
maker,  principal,  surety,  guarantor,  endorser other otherwise,  hereby waive
presentment, demand, protest and other notices of any kind.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK,  INCLUDING WITHOUT LIMITATION,  SECTION
5-1401 OF THE GENERAL  OBLIGATIONS  LAW OF THE STATE OF NEW YORK (WITHOUT REGARD
TO CHOICE OF LAW PROVISIONS THEREOF).

     This Note is a binding  obligation  enforceable  against  Borrower  and its
successors  and  assigns  and shall  inure to the  benefit of the Lender and its
successors and assigns. If a court deems any provision of this Note invalid, the
remainder of the Note shall remain in effect.

     In any action or other legal proceeding relating to this Note, Borrower (a)
consents to the personal  jurisdiction  of any State or Federal court located in
the  State of New  York,  and (b)  agrees  that a copy of this  Note kept in the
Lender's course of business may be admitted into evidence as an original.

     Unless otherwise defined herein,  terms used herein that are defined in the
Stockholders  Agreement shall have the same meanings set forth for such terms in
the Stockholders Agreement.

     BORROWER  AND LENDER EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION IN
CONNECTION WITH THIS NOTE.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]



                                  Exhibit 99.8
                                        3



<PAGE>


     IN WITNESS WHEREOF,  Borrower has caused its duly authorized representative
to execute this Note as of the date first above written.

                             AUDIOVOX COMMUNICATIONS CORP.,
                             a Delaware corporation

                              By:     s/Philip Christopher    
                                      ----------------------------------------
                                      Name:  Philip Christopher
                                      Title:  Chief Executive Officer

                                  Exhibit 99.8
                                        4



<PAGE>


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          AUDIOVOX COMMUNICATIONS CORP.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

     We the  undersigned,  being,  respectively,  the President  and  Secretary,
hereby certify as follows:

     The name of the corporation (the "Corporation") is Audiovox  Communications
Corp., formerly known as Audiovox Cellular Communications Corp.

     The original  Certificate of Incorporation  was filed with the Secretary of
State of the State of Delaware on May 26, 1995.

     A  Certificate  of Amendment of the  Certificate  of  Incorporation  of the
Corporation  was filed with the  Secretary  of State of the State of Delaware on
April 22, 1996 changing the name to Audiovox Communications Corp..

     In accordance  with Sections 242 and 245 of the General  Corporation Law of
the State of Delaware (the  "DGCL"),  this Amended and Restated  Certificate  of
Incorporation  (a) has been duly  proposed by  resolutions  adopted and declared
advisable  by the Board of  Directors  of the  Corporation,  (b) approved by the
stockholders  of the  Corporation  at a special  meeting of  stockholders,  duly
called and held upon notice in accordance  with Section 222 of the DGCL, and (c)
duly executed by an officer of the Corporation in accordance
 with Section 103 of
the DGCL and, upon filing with the Secretary of State in accordance with Section
103, shall supersede the original Certificate of Incorporation,  as amended, and
shall,  as it may  thereafter  be  amended  in  accordance  with its  terms  and
applicable law, be the Certificate of Incorporation of the Corporation.

     Pursuant  to  Section  103(d)  of  the  DGCL,  this  Amended  and  Restated
Certificate of

                                  Exhibit 99.9
                                        1



<PAGE>



Incorporation shall become effective immediately upon filing.

     The text of the Certificate of Incorporation of the Corporation, as amended
heretofore,  is hereby  amended  and  restated  to read as  stated on  Exhibit A
hereto.

     7. The  restated  certificate  was  authorized  and adopted by the Board of
Directors in accordance  with Section 245(B) of the General  Corporation  Law of
the State of Delaware.

     IN WITNESS  WHEREOF,  we have hereunto signed our names and affirm that the
statements made herein are true under the penalties of perjury, this 29th day of
May, 2002.

                                       AUDIOVOX COMMUNICATIONS CORP.,
                                       a Delaware corporation

                                       By:    s/ Philip Christopher       
                                              -------------------------------
                                              Philip Christopher, President

                                       By:    s/ Charles M. Stoehr           
                                              -------------------------------
                                              Charles M. Stoehr, Secretary


                                  Exhibit 99.9
                                        2



<PAGE>




                                    EXHIBIT A


                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          AUDIOVOX COMMUNICATIONS CORP.

     FIRST:  The name of the Corporation is Audiovox  Communications  Corp. (the
"Corporation").

     SECOND: The address of the Corporation's  registered office in the State of
Delaware  is 2 West  Lockerman  Street,  in the City of  Dover,  County of Kent,
19904,  and the  name  of its  registered  agent  at such  address  is  National
Corporate Services, Inc.

     THIRD:  The  purpose of the  Corporation  is to engage in any lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware.

     FOURTH:  The total number of shares of stock the  Corporation has authority
to issue is sixteen  hundred  (1,600)  shares,  of which fifteen hundred (1,500)
shall be Class A Common  Stock,  no par  value per  share  (the  "Class A Common
Stock"),  and one hundred (100) shall be Class B Common Stock,  no par value per
share (the "Class B Common Stock").

     The Class A Common Stock and the Class B Common Stock shall be identical in
all  respects and shall have equal  rights and  privileges,  except as otherwise
hereinafter provided.

     1. Election of Directors

(a)  The  Board  of  Directors  of the  Corporation  shall  consist  of five (5)
     directors.

(b)  With   respect   to   the   election   of    directors,    holders   of   a
     majority-in-interest  of Class A Common  Stock  voting as a separate  class
     shall  be   entitled   to  elect   four  (4)   directors.   Holders   of  a
     majority-in-interest  of Class B Common  Stock  voting as a separate  class
     shall be entitled, subject to section 1(e) of this Article Fourth, to elect
     one (1) director. Directors elected by the holders of Class A Common Stock,
     voting as a separate  class,  shall be  designated  as "Class A Directors".
     Directors  elected  by the  holders  of Class B Common  Stock,  voting as a
     separate  class,  shall be  designated  as "Class B  Directors".  Directors
     elected by the  holders of Class A Common  Stock and Class B Common  Stock,
     voting  together as a single class pursuant to section 1(e) of this Article
     Fourth, shall be designated as "Joint Directors".

(c)  Holders  of Class A Common  Stock  shall  vote as a  separate  class on the
     removal, without cause, of any Class A Director.  Holders of Class B Common
     Stock shall vote as a separate class on the removal,  without cause, of any
     Class B Director.  Holders of Class A Common Stock and Class B Common Stock
     shall vote  together as a single class on the removal,  with cause,  of any
     Class A Director or Class B Director  and on the  removal,  with or without
     cause, of any Joint Director.

                                  Exhibit 99.9
                                        3



<PAGE>



(d)  Any vacancy in the office of a Class A Director  may be filled by a vote of
     the holders of Class A Common Stock voting as a separate class. Any vacancy
     in the  office  of a Class B  Director  shall  be  filled  by a vote of the
     holders of Class B Common Stock voting as a separate class.  Any vacancy in
     the  office of a Joint  Director  shall be filled by a vote of  holders  of
     Class A Common Stock and Class B Common Stock,  voting together as a single
     class.

(e)  Following  a Qualified  IPO, so long as the shares of Class B Common  Stock
     that  are  outstanding  or  then  issuable  upon  conversion   collectively
     constitute  at least ten percent  (10%) of the  Corporation's  Common Stock
     then  issued and  outstanding,  the  holders of Class B Common  Stock shall
     continue  to have the  right  voting as a  separate  class to elect one (1)
     Class B Director  as  provided in this  section 1 of this  Article  Fourth;
     provided that the holders of Class B Common Stock shall not have such Class
     B Director election right if,  notwithstanding the Corporation's good faith
     efforts to preserve  such Class B Director  election  right,  the  managing
     underwriter  for the  Qualified  IPO advises the Board of  Directors of the
     Corporation in writing that the retention of the Class B Director  election
     right following a Qualified IPO would harm the Corporation's  prospects for
     achieving a Qualified  IPO. In such case, the holders of the Class B Common
     Stock shall cease to have the right to elect one (1) Class B Director,  and
     holders of Class A Common  Stock and holders of Class B Common Stock voting
     together as a single class shall be entitled to elect all of the directors.

(f)  Except as otherwise  specifically stated in this Article Fourth,  shares of
     Class A Common Stock may be issued by the Corporation  from time to time as
     approved  by  the  Board  of   Directors   without  the   approval  of  the
     stockholders.  No shares of Class B Common Stock may be issued by the Board
     of Directors  without the prior approval of a  majority-in-interest  of the
     holders of Class B Common Stock, voting as a separate class.

(g)  The  holders  of the Class A Common  Stock and the  holders  of the Class B
     Common  Stock shall be entitled to vote as separate  classes  only (i) when
     required by law to do so irrespective  of the limitations  placed herein on
     the voting rights of such stockholders, or (ii) where a separate class vote
     is  required  by  specific  provisions  therefor  in  this  Certificate  of
     Incorporation.

(h)  Notwithstanding  anything  in  this  section  1 of  Article  Fourth  to the
     contrary,  the holders of Class A Common Stock shall have exclusive  voting
     power on all matters at any time when no Class B Common Stock is issued and
     outstanding,  and the holders of Class B Common Stock shall have  exclusive
     voting  power on all  matters  at any time when no Class A Common  Stock is
     issued and outstanding.

     2. Extraordinary Approval Items

     Notwithstanding  any  other  provision  contained  in this  Certificate  of
Incorporation,  the  Corporation  shall not take or agree to take, and shall not
permit any of its  controlled  Affiliates to take or agree to take,  directly or
indirectly,  any of  the  following  actions  ("Extraordinary  Approval  Items")
without the prior written approval of the holders of a majority-  in-interest of
the then outstanding shares of Class B Common Stock:

(a)          Amend or modify any of its Organizational Documents;

                                  Exhibit 99.9
                                        4



<PAGE>



(b)  Engage  in  any  line  of  business  that  is  outside  the  scope  of  the
     Corporation's business;

(c)  Other than in the ordinary course of the Corporation's  business,  make any
     capital or other  expenditures  that,  individually  or  together  with all
     related expenditures,  exceed twenty percent (20%) of the fair value of the
     total assets of the Corporation;

(d)  Other than in the ordinary  course of the  Corporation's  business,  incur,
     guarantee or otherwise  become  liable for, or grant Liens with respect to,
     any   indebtedness   that,   individually  or  together  with  all  related
     indebtedness,  exceeds  twenty percent (20%) of the fair value of the total
     assets of the Corporation;

(e)  Issue or sell capital stock (or any rights to acquire  capital stock) other
     than common stock;

(f)  Declare  or pay any  dividends  or  other  distributions  (in cash or other
     property) on account of any equity securities,  or redeem, retire, purchase
     or  otherwise  acquire  any  equity  securities,  other than to or from all
     stockholders  on a pro  rata  basis in  accordance  with  their  respective
     holdings;

(g)  Other  than in the  ordinary  course of the  Corporation's  business,  pay,
     purchase,  redeem, retire or otherwise acquire, directly or indirectly, any
     indebtedness  (including debt  securities)  that,  individually or together
     with all related  indebtedness,  exceeds  twenty  percent (20%) of the fair
     value of the total  assets of the  Corporation,  other than at  maturity or
     pursuant to fixed or mandatory prepayments, redemptions or sinking funds in
     accordance with the terms of the applicable indebtedness;

(h)  Merge or consolidate with or into another Person;

(i)  Other than in the  ordinary  course of the  Corporation's  business,  sell,
     lease or otherwise  dispose of assets that,  individually  or together with
     all related disposed assets,  exceed twenty percent (20%) of the fair value
     of the total assets of the Corporation;

(j)  Other  than in the  ordinary  course  of the  Corporation's  business,  (1)
     purchase or otherwise  acquire  (whether  through a stock  purchase,  asset
     purchase,   stock  swap  or   otherwise)   any  business  or  assets  that,
     individually  or  together  with all related  acquired  business or assets,
     exceed  twenty  percent  (20%) of the fair value of the total assets of the
     Corporation,  or (2) enter into, terminate or materially amend the terms of
     any joint venture, partnership or similar transaction that, individually or
     together with all related  transactions being undertaken,  represent assets
     of the Corporation  exceeding twenty percent (20%) of the fair value of the
     total assets of the Corporation;

(k)  Except for Contracts with underwriters in connection with the Corporation's
     initial public  offering,  enter into or amend any Contract that is outside
     the ordinary  course of the  Corporation's  business and,  individually  or
     together with related Contracts,  involves aggregate  commitments in excess
     of  twenty  percent  (20%) of the fair  value of the  total  assets  of the
     Corporation;

                                  Exhibit 99.9
                                        5



<PAGE>



(l)  Change its independent accountants;

(m)  Enter into or amend any Contract  between the Corporation or its controlled
     Affiliates,  on the one  hand,  and  Audiovox  or its  Affiliates  or their
     respective  associates,  on the other  hand,  except for any  Contracts  or
     amendments  thereto  that are in good  faith,  in the  ordinary  course  of
     business, and on terms that are at least as favorable to the Corporation as
     those available from third parties that are unaffiliated with Audiovox;

(n)  File a petition for bankruptcy,  dissolution or liquidation, make a general
     assignment  for the benefit of creditors,  appoint a receiver or trustee to
     take  possession  of all or  substantially  all of its assets,  or take any
     other action with respect to winding up and dissolution; or

(o)  Adopt or amend  any  employee  equity  incentive  plan  providing  that the
     holders'  rights under the plan will be triggered or exercisable in case of
     a change of control of the Corporation (whether through an acquisition of a
     majority  of  Corporation's   capital  stock,  an  acquisition  of  all  or
     substantially  all of  Corporation's  assets or a similar  event  conveying
     control of the Corporation).

     3. Definitions

     "Affiliate"  of a  specified  Person  means any Person  that  controls,  is
controlled  by or is under  common  control  with  such  specified  Person.  For
purposes of this  definition,  "control" shall mean the possession,  directly or
indirectly,  of power to direct or cause the direction of management or policies
(whether  through  ownership of  securities  or other  ownership  interests,  by
contract or otherwise).

     "Associate" of a Person means:

          (i) any officer or director of such Person, or other Person serving in
     a similar role with respect to such Person;

          (ii) any  corporation  or other  entity  of which  such  Person or any
     Person  specified in clause (i) is an officer,  partner,  manager or Person
     serving in a similar role, or is,  directly or  indirectly,  the beneficial
     owner of 5% or more of any class of equity securities;

          (iii) any trust or other  estate in or as to which such  Person or any
     Person  specified  in clauses  (i) or (ii) has a 10% or greater  beneficial
     interest or serves as trustee or in a similar capacity; or

          (iv) any relative or spouse of such Person or any Person  specified in
     clause (i), or any relative of such spouse.

          "Audiovox" means Audiovox Corporation, a Delaware corporation.

          "Contract" means any contract,  agreement,  lease, plan, instrument or
     other   document,   commitment,    arrangement,    undertaking,   practice,
     understanding or authorization, in each case whether or not in writing.

                                  Exhibit 99.9
                                        6



<PAGE>



     "Lien" means any lien, mortgage,  security interest, pledge, restriction on
transferability,  defect of title or other claim,  charge or  encumbrance of any
nature  whatsoever  on  any  property  or  property   interest,   including  any
restriction on the use, voting, transfer, receipt of income or other exercise of
any attributes of ownership.

     "Organizational   Documents"   of  a  Person  means  its   certificate   of
incorporation, bylaws or other organizational documents.

     "Person" means a natural individual,  governmental authority,  partnership,
firm, corporation or other entity.

     "Qualified  IPO" means a public offering of Common Stock by the Corporation
registered  under the Securities Act of 1933 in which (i) the proceeds  received
by the  Corporation  for the sale of shares is at least  Fifty  Million  Dollars
($50,000,000)  net of  underwriting  discounts and  commissions,  or (ii) Common
Stock sold to public investors  (which for purposes of  clarification  shall not
include  Audiovox  or its  Affiliates  or  Associates)  represents  at least ten
percent  (10%) of the  outstanding  Common  Stock upon the  consummation  of the
offering.

     4. Conversion


     (a) Each share of Class B Common  Stock may at any time be converted by the
holder thereof into one (1) fully paid and nonassessable share of Class A Common
Stock.  Any such  conversion  shall be effected by the  surrender  by the record
holder  thereof  of the  certificate  representing  such share of Class B Common
Stock to be  converted,  duly  endorsed,  to the  Corporation,  at the principal
executive   offices  of  the   Corporation,   or  any  transfer  agent  for  the
Corporation's  Common Stock,  together with a written  notice of the election by
the record holder thereof to convert,  and (if so required by the Corporation or
the  transfer  agent) by  instruments  of transfer in form  satisfactory  to the
Corporation or the transfer  agent.  Such written notice shall state the name or
names in which such holder  desires the  certificate  or  certificates  for such
Class A Common  Stock to be  issued  and the  number of shares of Class B Common
Stock to be  converted.  A  conversion  shall be deemed to have  occurred at the
close of business on the date when the  Corporation  or the  transfer  agent has
received the prescribed written notice, the required certificate or certificates
and any such  instruments  of  transfer  and the person or persons  entitled  to
receive the Class A Common Stock  issuable on such  conversion  shall be treated
for all purposes as the record holder or holders of such Class A Common Stock on
that date. The Corporation or the transfer agent shall issue and deliver to such
holder,  or such holder's  nominee or nominees,  a certificate  or  certificates
representing  the number of shares of Class A Common  Stock to which such holder
shall  be  entitled  as  soon  as  practicable  thereafter.  In no  event,  upon
conversion  of any shares of Class B Common  Stock into shares of Class A Common
Stock,  shall any allowance or adjustment be made in respect of dividends on the
Class B Common Stock or Class A Common Stock.  Any such conversion shall be made
without  charge for any stamp or similar  tax in respect of the  issuance of the
certificate  or  certificates  for the shares of Class A Common  Stock issued in
connection with such  conversion,  unless such  certificate is to be issued in a
name  other  than  that of the  record  holder of the share or shares of Class B
Common  Stock  converted,  in which  case such  record  holder  shall pay to the
Corporation  or the transfer agent the amount of any tax which may be payable in
respect of any transfer involved in such conversion.

                                  Exhibit 99.9
                                        7



<PAGE>



     (b) The  Corporation  covenants  that it will at all times reserve and keep
available, solely for the purpose of issuance upon conversion of the outstanding
shares of Class B Common Stock, such number of shares of Class A Common Stock as
shall be issuable upon the conversion of all such outstanding  shares of Class B
Common  Stock,  provided  that  nothing  contained  herein shall be construed to
preclude the  Corporation  from  satisfying  its  obligations  in respect of the
conversion  of the  outstanding  shares of Class B Common  Stock by  delivery of
shares  of  Class  A  Common  Stock  which  are  held  in  the  treasury  of the
Corporation.

     (c) The Corporation  shall not be required to convert Class B Common Stock,
and no surrender of Class B Common  Stock shall be effective  for that  purpose,
while the stock  transfer books of the  Corporation  are closed for any purpose,
but the valid  presentation  of Class B Common Stock for  conversion  during any
period  such  books  are  so  closed  shall  become   effective  for  conversion
immediately upon the reopening of such books, as if the conversion had been made
on the date such Class B Common Stock was surrendered.

     (d) Shares of the Class B Common Stock  converted as herein  provided shall
resume the status of authorized but unissued shares of Class B Common Stock.

     5. Dividends 

     The  holders  of Class A Common  Stock  and Class B Common  Stock  shall be
entitled  to  receive  such  dividends  and  distributions,  payable  in cash or
otherwise,  as may be declared  thereon (subject in each case to section 2(f) of
this Article  Fourth ) by the Board of Directors from time to time out of assets
or funds of the Corporation  legally available  therefor,  provided that (a) all
such dividends or  distributions  shall be paid or made in equal amounts,  share
for share, to the holders of Class A Common Stock and Class B Common Stock as if
a single class;  and (b) in the event that any dividend is declared in shares of
Class A Common Stock or Class B Common Stock, such dividend shall be declared at
the same rate per share on Class A Common  Stock and Class B Common  Stock,  but
the  dividend  payable  on shares of Class A Common  Stock  shall be  payable in
shares of Class A Common  Stock,  and the dividend  payable on shares of Class B
Common Stock shall be payable in shares of Class B Common Stock.

     6. Stock Splits and Other Transactions

     Shares of Class A Common Stock or Class B Common Stock may not be split up,
subdivided, combined or reclassified, unless at the same time the shares of such
other  class  are   proportionately  so  split  up,   subdivided,   combined  or
reclassified in a manner which maintains the same proportionate equity ownership
between  the  holders  of  Class A Common  Stock  and  Class B  Common  Stock as
comprised on the record date for any such transaction.

     7. Liquidation Rights

     (a) In the  event of any  dissolution,  liquidation  or  winding  up of the
affairs of the Corporation,  whether voluntary or involuntary,  after payment or
provision for payment of the debts and other liabilities of the Corporation, the
assets of the Corporation shall be divided among and paid ratably to the holders
of Class A Common Stock and Class B Common Stock, as if such classes constituted
a single class.

                                  Exhibit 99.9
                                        8



<PAGE>



     (b) For any and all purposes of this Certificate of Incorporation,  neither
the  merger  or  consolidation  of  the  Corporation  into  or  with  any  other
corporation nor the merger or  consolidation  of any other  corporation  into or
with the Corporation,  nor a sale, transfer or lease of all or substantially all
of the  assets  of the  Corporation,  nor any  other  transaction  or  series of
transactions  having  the  effect  of a  reorganization  shall be deemed to be a
liquidation, dissolution or winding-up of the Corporation.

     FIFTH: A director of the Corporation  shall not be personally liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the director  derived any improper
personal  benefit.  If the Delaware  General  Corporation  Law is amended  after
approval by the stockholders of this Article Fifth to authorize corporate action
further  eliminating or limiting the personal  liability of directors,  then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the Corporation  shall be prospective only and shall not adversely affect any
right or  protection  of a director of the  Corporation  existing at the time of
such repeal or modification.

     SIXTH:

     (a) Each  person who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason  of the fact that he or she is or was a  director  or  officer  of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation or of a partnership,  joint venture,  trust or
other  enterprise,  including  service  with respect to employee  benefit  plans
(hereinafter an  "indemnitee"),  whether the basis of such proceeding is alleged
action in an official capacity as a director or officer or in any other capacity
while serving as a director or officer shall be indemnified and held harmless by
the  Corporation  to the  fullest  extent  authorized  by the  Delaware  General
Corporation  Law, as the same exists or may  hereafter be amended  (but,  in the
case of any such amendment,  only to the extent that such amendment  permits the
Corporation to provide  broader  indemnification  rights than such law permitted
the  Corporation  to provide  prior to such  amendment),  against  all  expense,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or  penalties  and  amounts  paid in  settlement)  reasonably  incurred or
suffered by such  indemnitee  in connection  therewith and such  indemnification
shall  continue as to an  indemnitee  who has ceased to be a director or officer
and  shall  inure  to the  benefit  of the  indemnitee's  heirs,  executors  and
administrators;  provided,  however,  that,  except as provided in paragraph (b)
hereof with respect to  proceedings to enforce  rights to  indemnification,  the
Corporation  shall indemnify any such indemnitee in connection with a proceeding
(or part thereof)  initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.  The right
to indemnification conferred in this section shall be a contract right and shall
include  the  right  to be paid by the  Corporation  the  expenses  incurred  in
defending any such proceeding in advance of its final  disposition  (hereinafter
an  "advancement  of  expenses");  provided,  however,  that an  advancement  of
expenses incurred by an indemnitee in his

                                  Exhibit 99.9
                                        9



<PAGE>



or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such  indemnitee,  including  without  limitation,
service to an employee  benefit  plan)  shall be made only upon  delivery to the
Corporation of (i) an undertaking,  by or on behalf of such indemnitee, to repay
all amounts so advanced if it shall  ultimately be determined by final  judicial
decision from which there is no further right to appeal that such  indemnitee is
not entitled to be indemnified for such expenses under this section or otherwise
(hereinafter  an  "undertaking)  and (ii)  assurances  that the  indemnitee  can
fulfill such  undertaking,  in form and substance  satisfactory  to the Board of
Directors by a majority  vote of a quorum  consisting  of directors  who are not
party  to the  proceeding;  provided,  however,  that  in the  event  all of the
directors are party to the proceeding, no such assurances shall be required.

     (b) If a claim under  section (a) of this Article Sixth is not paid in full
by the Corporation  within sixty days after a written claim has been received by
the  Corporation,  except in the case of a claim for an advancement of expenses,
in which case the applicable  period shall be twenty days, the indemnitee may at
any time  thereafter  bring suit against the  Corporation  to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or in a
suit brought by the  Corporation to recover an advancement of expenses  pursuant
to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of  prosecuting  or defending  such suit. In any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that the indemnitee  has not met the  applicable  standard of
conduct set forth in the Delaware  General  Corporation  Law. In any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking,  the Corporation  shall be entitled to recover such expenses upon a
final  adjudication  that the indemnitee has not met the applicable  standard of
conduct set forth in the Delaware  General  Corporation Law. Neither the failure
of the Corporation (including its Board of Directors, independent legal counsel,
or its  stockholders) to have made a determination  prior to the commencement of
such suit that  indemnification of the indemnitee is proper in the circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right  hereunder,  or by the  Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified or to such  advancement of expenses
under this section or otherwise shall be on the Corporation.

     (c) The  rights  to  indemnification  and to the  advancement  of  expenses
conferred  in this  Section  shall not be exclusive of any other right which any
person may have or hereafter  acquire  under any statute,  this  Certificate  of
Incorporation,   By-law,   agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

     (d) The  Corporation  may maintain  insurance,  at its expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such

                                  Exhibit 99.9
                                       10



<PAGE>


expense, liability or loss under the Delaware General Corporation Law.

     (e) The Corporation may, to the extent  authorized from time to time by the
Board of Directors, grant rights to indemnification and/or to the advancement of
expenses, to any person who was or is an employee or agent of the Corporation or
was or is serving at the request of the  Corporation  as an employee or agent of
another  corporation  or  of  a  partnership,  joint  venture,  trust  or  other
enterprise,  including  service with respect to employee  benefit plans,  to the
fullest  extent of the  provisions of this Article Sixth and applicable law with
respect to the indemnification and advancement of expenses.

                                  Exhibit 99.9
                                       11



<PAGE>


                                                                  CONFORMED COPY

     SIXTH AMENDMENT AND CONSENT,  dated as of May 28, 2002 (this "Amendment and
Consent"), to the Fourth Amended and Restated Credit Agreement, dated as of July
28, 1999 (as amended pursuant to the First Amendment and Consent thereto,  dated
as of October 12, 1999, the Second Amendment  thereto,  dated as of December 20,
1999,  the Third  Amendment  thereto,  dated as of April 14,  2000,  the  Fourth
Amendment and Waiver thereto,  dated as of June 5, 2001, and the Fifth Amendment
and Waiver  thereto,  dated as of March 14, 2002, and as the same may further be
amended,  supplemented  or  otherwise  modified  from time to time,  the "Credit
Agreement"),   among  Audiovox   Corporation,   a  Delaware   corporation   (the
"Borrower"),  the several banks and other  financial  institutions  from time to
time parties thereto (collectively,  the "Lenders";  individually,  a "Lender"),
and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), a New York
banking corporation,  as administrative and collateral agent for the Lenders (in
such capacity, the "Agent").

                              W I T N E S S E T H :


     WHEREAS, the Borrower,  the Lenders and the Agent are parties to the Credit
Agreement;

     WHEREAS, the Borrower has requested that the Lenders amend certain terms in
the Credit Agreement in the manner
 provided for herein;

     WHEREAS,  the  Borrower has also  requested  that the Agent and the Lenders
consent to the release of the Capital Stock of Audiovox  Communications Corp., a
Subsidiary  of the  Borrower,  from the Lien of the  Collateral  Agent,  for the
benefit of the Lenders on such Capital Stock; and

     WHEREAS,  the Agent and the Lenders  are willing to agree to the  requested
amendments  and to provide the requested  consent,  on the terms and  conditions
provided for herein;

     NOW,  THEREFORE,  in consideration of the premises  contained  herein,  the
parties hereto agree as follows:

     1. Defined Terms. Unless otherwise defined herein,  terms which are defined
in the Credit  Agreement and used herein (and in the recitals hereto) as defined
terms are so used as so defined.

     2.  Amendments  to Section 1.  Subsection  1.1 of the Credit  Agreement  is
hereby amended as follows:

          (a) by deleting therefrom the definition of the following defined term
     in its entirety and substituting in lieu thereof the following definition:

               "Borrowing Base": on any date of determination  thereof,  the sum
          of  (a)  75% of the  aggregate  amount  of  Eligible  Accounts  of the
          Borrower and its  consolidated  Domestic and Canadian  Subsidiaries on
          such  date  of  determination  and (b)  the  lesser  of (i) 30% of the
          aggregate  amount  of  Eligible  Inventory  of the  Borrower  and  its
          consolidated  Domestic  and  Canadian  Subsidiaries  on  such  date of
          determination  and  (ii)  $25,000,000.  The  Borrowing  Base  shall be
          reduced from time to time by an amount  equal to the Foreign  Exchange
          Liabilities of the Borrower as most recently  determined prior to such
          time by the Agent  pursuant to subsection  6.16.  The  Borrowing  Base
          shall be  determined  by the Agent in its sole  discretion  exercising
          reasonable judgment from time to time by reference to the most recent

                                  Exhibit 99.10
                                        1



<PAGE>



          monthly  Borrowing  Base  Certificate   delivered  to  the  Agent
          pursuant to subsection 9.2(g). The Agent shall determine the Borrowing
          Base in effect on the first  Business  Day of each  month  during  the
          Commitment  Period  and shall  send a  Borrowing  Base  Notice on such
          Business  Day of the  Borrower  and  each  Lender  setting  forth  the
          Borrowing Base as so determined. The Agent shall also send a Borrowing
          Base Notice to the  Borrower  and each Lender on each  Business Day on
          which  the  Borrowing  Base is  changed  other  than  pursuant  to the
          immediately  preceding sentence setting forth the Borrowing Base as so
          changed.

               (b)  by  adding  thereto  the  following   definitions  is  their
          appropriate alphabetical order:

                    "Sixth  Amendment  and  Consent":  the Sixth  Amendment  and
               Consent, dated as of May 28, 2002, to this Agreement.

                    "Sixth Amendment Effective Date": May 28, 2002.

                    "Toshiba Note": the subordinated convertible promissory note
               issued by Audiovox  Communications  Corp.,  substantially  in the
               form of  Exhibit  A to the Sixth  Amendment  and  Consent,  in an
               aggregate principal amount not to exceed $10,000,000.

     3. Amendment to Subsection 10.2  (Limitation on  Indebtedness).  Subsection
10.2 of the Credit  Agreement  is hereby  amended by deleting  clause (g) in its
entirety and substituting in lieu thereof the following:

          (g)  Indebtedness of the Borrower which is subordinated  and junior in
     right of payment to the  Obligations  (as defined in the Borrower  Security
     Agreement)  on terms  and  conditions  satisfactory  to the  Agent  and the
     Required  Lenders  (including,  without  limitation,  Indebtedness  of  the
     Borrower under the Talk Note and  Indebtedness  of Audiovox  Communications
     Corp. under the Toshiba Note);

     4. Amendment to Subsection 10.3  (Limitation on Liens).  Subsection 10.3 of
the Credit  Agreement  is hereby  amended by  deleting  the  sentence at the end
thereof in its entirety and substituting in lieu thereof the following:

     In no event shall the Borrower create, incur, assume or suffer to exist any
     Lien upon the Capital  Stock of CellStar or Audiovox  Communications  Corp.
     now owned or hereafter acquired by the Borrower,  other than Liens in favor
     of the Collateral  Agent for the benefit of the Lenders created pursuant to
     clause (g) above.

     5. Amendment to Subsection 10.6 (Limitation on Sale of Assets).  Subsection
10.6 of the Credit  Agreement  is hereby  amended by deleting  clause (i) in its
entirety and substituting in lieu thereof the following:

          (i) the sale or issuance of up to 30% of the Capital Stock of Audiovox
     Communications Corp. to Toshiba Corporation; and

     6. Consent.  The Agent and the Lenders parties hereto hereby consent to the
release of the Capital Stock of Audiovox  Communications  Corp. from the Lien of
the  Collateral  Agent,  for the benefit of the Lenders,  on such Capital  Stock
created pursuant to the Audiovox Pledge Agreement.

     7.  Representations  and  Warranties.  On and as of the  date  hereof,  the
Borrower  hereby  confirms,  reaffirms  and  restates  the  representations  and
warranties  set forth in Section 7 of the  Credit  Agreement  mutatis  mutandis,
except to the extent that such  representations and warranties  expressly relate
to a specific earlier date in which case the Borrower hereby confirms, reaffirms
and restates such representations

                                  Exhibit 99.10
                                        2



<PAGE>



and warranties as of such earlier date.

     8.  Conditions to  Effectiveness.  This  Amendment and Consent shall become
effective  as of the date first  written  above upon receipt by the Agent of (i)
counterparts to this Amendment and Consent duly executed by the Borrower and the
Required  Lenders,  (ii) an  amendment  fee in the  amount of  $150,000  for the
account of Lenders which have executed and delivered to the Agent this Amendment
and Consent prior to Noon (New York City time) on May 28, 2002 (and will be paid
to such Lenders pro rata according to their  respective  Commitments),  (iii) an
Acknowledgement  and  Consent in the form of Exhibit B hereto  duly  executed by
each of the Guarantors, (iv) a prepayment of the Loans in an aggregate principal
amount equal to the Net Cash  Proceeds from the issuance of the Toshiba Note and
any sale or issuance of the Capital Stock of Audiovox  Communications  Corp. and
(v) all documentation  relating to the issuance of the Toshiba Note and the sale
or  issuance  of  Capital  Stock of  Audiovox  Communications  Corp.  to Toshiba
Corporation,  in each case  satisfactory  to the Agent,  and evidence  that such
transactions  shall have been consummated for aggregate cash  consideration  not
less than $32,000,000;  provided that Section 2(a) of this Amendment and Consent
shall become  effective as of the date first written above upon  satisfaction of
the foregoing clauses (i) and (iii).

     9. Continuing Effect. Except as expressly provided herein, all of the terms
and  provisions  of the Credit  Agreement are and shall remain in full force and
effect.  The  amendments  and  consent  provided  for  herein is  limited to the
specific  subsections  of the Credit  Agreement  specified  herein and shall not
constitute a consent, waiver or amendment of, or an indication of the Agent's or
the Lenders'  willingness to consent to any action requiring consent under or to
waive or  amend,  any  other  provisions  of the  Credit  Agreement  or the same
subsections  for any  other  date or time  period  (whether  or not  such  other
provisions or compliance  with such  subsections for another date or time period
are affected by the circumstances addressed in this Amendment and Consent).

     10.  Expenses.  The Borrower  agrees to pay and reimburse the Agent for all
its reasonable costs and out-of-pocket  expenses incurred in connection with the
preparation  and  delivery of this  Amendment  and Consent,  including,  without
limitation, the reasonable fees and disbursements of counsel to the Agent.

     11. Counterparts.  This Amendment and Consent may be executed in any number
of  counterparts  by the parties hereto  (including by facsimile  transmission),
each of which  counterparts  when so executed shall be an original,  but all the
counterparts shall together constitute one and the same instrument.

     12.  GOVERNING  LAW.  THIS  AMENDMENT AND CONSENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




                                  Exhibit 99.10
                                        3



<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have  caused this  Amendment  and
Consent  to be  executed  and  delivered  by their  respective  duly  authorized
officers as of the date first above written.

                           AUDIOVOX CORPORATION


                           By: s/ Charles M. Stoehr                    
                               ----------------------------------------
                           Name: Charles M. Stoehr
                           Title: Senior Vice President/Chief Financial Officer

                           JPMORGAN CHASE BANK,
                           as Agent and as a Lender


                           By: s/ John Budzynski                                
                               -------------------------------------------------
                           Name: John Budzynski
                           Title:   Vice President

                                  Exhibit 99.10
                                        4



<PAGE>





                               FLEET NATIONAL BANK, as a Lender


                               By: s/ Steven J. Melicharek      
                                   ------------------------------------
                               Name: Steven J. Melicharek
                               Title:   Senior Vice President

                               THE CIT GROUP/BUSINESS CREDIT, INC.,
                               as a Lender

                               By: s/ Renee M. Singer                      
                                   ----------------------------------------
                               Name:    Renee M. Singer
                               Title:   Vice President

                               CITIBANK, N.A., as a Lender


                               By: s/ Stephen Kelly                    
                                   ------------------------------------
                               Name:    Stephen Kelly
                               Title:   Vice President

                               MELLON BANK, N.A., as a Lender


                               By: s/ Donald G. Cassidy, Jr.           
                                   ------------------------------------
                               Name:    Donald G. Cassidy, Jr.
                               Title:   Senior Vice President


                               DEUTSCHE FINANCIAL SERVICES
                               CORPORATION,
                               as a Lender

                               By: s/ David J Lynch                    
                                   ------------------------------------
                               Name:    David J. Lynch
                               Title:   Vice President - Operations

                                  Exhibit 99.10
                                        5



<PAGE>





                               ISRAEL DISCOUNT BANK OF NEW YORK,
                               as a Lender

                               By: s/ Alan B. Lefkowitz                    
                                   ----------------------------------------
                               Name:    Alan B. Lefkowitz
                               Title:   First Vice President

                               By: s/ Karen Chen                           
                                   ----------------------------------------
                               Name:    Karen Chen
                               Title:   Assistant Manager

                               PNC BANK, as a Lender


                               By: s/ Kysha A. White                       
                                   ----------------------------------------
                               Name:    Kysha A. White
                               Title:   Assistant Vice President

                               WASHINGTON MUTUAL BANK, FA,
                               as a Lender

                               By: s/ Brian Stone                          
                                   ----------------------------------------
                               Name:    Brian Stone
                               Title:   Senior Vice President

                               BANK LEUMI USA, as a Lender


                               By: s/ Paul Tine           Glenn Kreutzer   
                                   ----------------------------------------
                               Name: Paul Tine            Glenn Kreutzer
                               Title:   Vice President    Banking Officer

                               FIRSTAR BANK, N.A., as a Lender


                               By: _____________________________________
                               Name:
                               Title:

                                  Exhibit 99.10
                                        6



<PAGE>





                           ACKNOWLEDGMENT AND CONSENT

     Each of the undersigned  corporations (i) as a guarantor under that certain
Amended  and  Restated  Subsidiaries  Guarantee,  dated as of March 15, 1994 (as
amended, supplemented or otherwise modified from time to time, the "Guarantee"),
made by each of such  corporations in favor of the Collateral  Agent,  (ii) as a
grantor under that certain Amended and Restated Security Agreement,  dated as of
March 15, 1994 (as  amended,  supplemented  or otherwise  modified  from time to
time, the "Security  Agreement"),  made by each of such corporations in favor of
the Collateral  Agent,  and (iii) in the case of Audiovox  Holding Corp., as the
pledgor under that certain  Pledge  Agreement,  dated as of February 9, 1996 (as
amended,  supplemented  or  otherwise  modified  from time to time,  the "Pledge
Agreement"),  made by Audiovox  Holding  Corp.  in favor of JPMorgan  Chase Bank
(formerly  known as The Chase  Manhattan  Bank), as pledge agent for the secured
parties  thereunder,  hereby consents to the execution and delivery of the Sixth
Amendment and Consent to which this  Acknowledgment  and Consent is attached and
hereby  confirms and agrees that the Guarantee,  the Security  Agreement and the
Pledge Agreement are, and shall continue to be, in full force and effect and are
hereby  ratified and confirmed in all respects and the  Guarantee,  the Security
Agreement,  the Pledge  Agreement  and all of the  Subsidiaries  Collateral  (as
defined in the  Security  Agreement)  and  Collateral  (as defined in the Pledge
Agreement)  do,  and  shall  continue  to,  secure  the  payment  of  all of the
Obligations (as defined in the Guarantee and the Security Agreement, as the case
may be) pursuant to the terms of the Guarantee or the Security Agreement, as the
case may be, or, in the case of the Pledge Agreement,  secure the payment of the
Secured  Obligations (as defined in the Pledge Agreement)  pursuant to the terms
of the Pledge  Agreement.  Capitalized  terms not otherwise defined herein shall
have the meanings  assigned to them in the Credit  Agreement  referred to in the
Sixth  Amendment  and  Consent  to which  this  Acknowledgment  and  Consent  is
attached.

                               QUINTEX MOBILE COMMUNICATIONS
                               CORP.


                               By: s/ Charles M. Stoehr           
                                   -------------------------------
                                   Name:   Charles M. Stoehr
                                   Title:  Vice President


                               AMERICAN RADIO CORP.


                               By: s/ Charles M. Stoehr           
                                   -------------------------------
                                   Name:   Charles M. Stoehr
                                   Title:  Vice President


                                  Exhibit 99.10
                                        7



<PAGE>




                                           AUDIOVOX INTERNATIONAL CORP.


                                           By: s/ Charles M. Stoehr           
                                               -------------------------------
                                               Name:   Charles M. Stoehr
                                               Title:  Vice President


                                           AUDIOVOX CANADA LIMITED


                                           By: s/ Charles M. Stoehr           
                                               -------------------------------
                                               Name:   Charles M. Stoehr
                                               Title:  Vice President


                                           AUDIOVOX HOLDING CORP.


                                           By: s/ Chris Lazarides              
                                               --------------------------------
                                               Name:   Chris Lazarides
                                               Title:   President

                                           AUDIOVOX ASIA INC.


                                           By: s/ Charles M. Stoehr           
                                               -------------------------------
                                               Name:   Charles M. Stoehr
                                               Title:  President


                                           AUDIOVOX LATIN AMERICA LTD.


                                           By: s/ Charles M. Stoehr           
                                               -------------------------------
                                               Name:   Charles M. Stoehr
                                               Title:  President


                                           AUDIOVOX COMMUNICATIONS CORP.


                                           By: s/ Charles M. Stoehr           
                                               -------------------------------
                                               Name:   Charles M. Stoehr
                                               Title:  Secretary

Dated as of May 28, 2002

                                  Exhibit 99.10
                                        8



<PAGE>