These securities may not be publicly offered or sold unless at the time of such
offer or sale, the person making such offer of sale delivers a prospectus
meeting the requirements of the Securities Act of 1933 forming a part of a
registration statement, or post-effective amendment thereto, which is effective
under said act, or unless in the opinion of counsel to the Corporation, such
offer and sale is exempt from the provisions of Section 5 of said Act.


                                  W A R R A N T
                                  -------------


                    For the Purchase of Class A Common Stock
                           Par Value $.01 per Share of


                              AUDIOVOX CORPORATION

             (Incorporated under the Laws of the State of Delaware)


                         VOID AFTER 5 P.M. JULY 3, 2006

No. 1                                                        Warrant to Purchase
                                                                  100,000 Shares

     THIS IS TO CERTIFY that, for value received, ROBERT S. LEVY (holder) is
entitled, subject to the terms and conditions set forth, at or before 5 P.M.,
New York City Time, on July 3, 2006, but not thereafter, to purchase the number
of shares set forth above of Class A Common Stock, par value $.01 per share (the
"Common Stock"), of AUDIOVOX CORPORATION, a Delaware corporation (the
"Corporation"), from the Corporation at a purchase price per share of $11.02 if
and to the extent this Warrant is exercised, in whole or in part, during the
period this Warrant remains in force, subject in all cases to adjustment as
provided in Section 3 hereof, and to receive a certificate or certificates
representing the shares of Common Stock so purchased, upon presentation and
surrender to the Corporation of this Warrant, with the form of subscription
attached hereto duly executed, and accompanied by payment of the purchase price
of each share purchased either in cash or by certified or bank cashier's check
payable to the order of the Corporation.






     1. The Corporation covenants and agrees that all shares may be delivered
upon the exercise of this Warrant and will, upon delivery, be fully paid and
non-assessable, and, without limiting the generality of the foregoing, the
Corporation covenants and agrees that it will from time to time take all such
action as may be requisite to assure that the par value per share of the Common
Stock is at all times equal to or less than the then current Warrant purchase
price per share of the Common Stock issuable upon exercise of this Warrant.

     2. The rights represented by this Warrant are exercisable at the option of
the holder hereof in whole at any time, or in part from time to time, within the
period above specified at the prices specified in Section 1 hereof. In case of
the purchase of less than all the shares as to which this Warrant is
exercisable, the Corporation shall cancel this Warrant upon the surrender hereof
and shall execute and deliver a new Warrant of like tenor for the balance of the
shares purchasable hereunder.

     3. The price per share at which shares of Common Stock may be purchased
hereunder, and the number of such shares to be purchased upon exercise hereof,
are subject to change or adjustment as follows:

          a. In case the Corporation shall, while this Warrant remains
     unexercised, in whole or in part, and in force, effect a recapitalization
     of such character that the shares of Common Stock purchasable hereunder
     shall be changed into or become exchangeable for a larger or smaller number
     of shares, then, after the date of record for effecting such
     recapitalization, the number of shares of Common Stock which the holder
     hereof shall be entitled to purchase hereunder shall be increased or
     decreased, as the case may be, in direct proportion to the increase or
     decrease in the number of shares of Common Stock by reason of such
     recapitalization, and the purchase price hereunder per share of such
     recapitalized Common Stock shall, in the case of an increase in the number
     of such shares, be proportionately reduced, and in the case of a decrease
     in the number of such shares, shall be proportionately increased. For the
     purpose of this subsection (a), a stock dividend, stock split-up or reverse
     split shall be considered as a recapitalization and as an exchange for a
     larger or smaller number of shares, as the case may be.


                                       2


          b. In the case of any consolidation of the Corporation with, or merger
     of the Corporation into, any other corporation, or in case of any sale or
     conveyance of all or substantially all of the assets of the Corporation in
     connection with a plan of complete liquidation of the Corporation, then, as
     a condition of such consolidation, merger or sale or conveyance, adequate
     provision shall be made whereby the holder hereof shall thereafter have the
     right to purchase and receive, upon the basis and upon the terms and
     conditions specified in this Warrant and in lieu of shares of Common Stock
     immediately theretofore purchasable and receivable upon the exercise of the
     rights represented hereby, such shares of stock or securities as may be
     issued in connection with such consolidation, merger or sale or conveyance
     with respect to or in exchange for the number of outstanding shares of
     Common Stock immediately therefore purchasable and receivable upon the
     exercise of the rights represented hereby had such consolidation, merger or
     sale or conveyance not taken place, and in any such case appropriate
     provision shall be made with respect to the rights and interests of the
     holder of this Warrant to the end that the provisions hereof shall be
     applicable as nearly as may be in relation to any shares of stock or
     securities thereafter deliverable upon the exercise hereof.

          c. In case the Corporation shall, while this Warrant remains
     unexercised, in whole or in part, and in force, issue (otherwise then by
     stock dividend or stock split-up or reverse split) or sell shares of its
     Common Stock (hereinafter referred to as "Additional Shares") for a
     consideration per share (before deduction of expenses or commissions or
     underwriting discounts or allowances in connection therewith) less than the
     purchase price hereunder per share, then, after the date of such issuance
     or sale, the purchase price hereunder per share shall be reduced to a price
     determined by dividing (1) an amount equal to (A) the total number of
     shares of Common Stock outstanding immediately prior to the time of such
     issuance or sale multiplied by such purchase price hereunder per share,
     plus (B) the consideration (before deduction of expenses or commissions or
     underwriting discounts or allowances in connection therewith), if any,
     received by the Corporation upon such issuance or sale, by (2) the total
     number of shares of Common Stock outstanding after the date of the issuance
     or sale of such Additional Shares. The number of shares of Common


                                       3


     Stock which the holder hereof shall be entitled to purchase hereunder at
     each such adjusted purchase price per share, at the time such adjusted
     purchase price per share shall be in effect, shall be the number of whole
     shares of Common Stock obtained by multiplying such purchase price
     hereunder per share before such adjustment, by the number of shares of
     Common Stock purchasable upon the exercise of this Warrant immediately
     before such adjustment, and dividing the product so obtained by such
     adjusted purchase price per share; provided, however, that no such
     adjustment of the purchase price hereunder per share or the number of
     shares for which this Warrant may be exercised shall be made upon the
     issuance or sale by the Corporation of Additional Shares (i) reserved for
     issuance upon exercise of Stock Options or as restricted stock under the
     Corporation's employee stock plans; or(ii) in connection with the
     acquisition of businesses, business entities or parts thereof and/or their
     assets, whether tangible or intangible.

          d. In case the Corporation shall, while this Warrant remains
     unexercised in whole or in part, and in force, issue or grant any rights to
     subscribe for or to purchase, or any option (other than the employee stock
     plans and business related acquisitions referred to in subsection (C)
     above) for the purchase of (i) Common Stock or (ii) any indebtedness or
     shares of stock convertible into or exchangeable for Common Stock
     (indebtedness or shares of stock convertible into or exchangeable for
     Common Stock being hereinafter referred to as "Convertible Securities"), or
     issue or sell Convertible Securities and the price per share for which
     Common Stock is issuable upon the exercise of such rights or options or
     upon conversion or exchange of such Convertible Securities at the time such
     Convertible Securities first become convertible or exchangeable (determined
     by dividing (1) in the case of an issuance or grant of any such rights or
     options, the total amount, if any, received or receivable by the
     Corporation as consideration for the issuance or grant of such rights or
     options, plus the minimum aggregate amount of additional consideration
     payable to the Corporation upon exercise of such rights or options, plus,
     in the case of such Convertible Securities, the minimum aggregate amount of
     additional consideration, if any, payable to the Corporation upon the
     conversion or exchange of such Convertible Securities at the time such
     Convertible Securities first become convertible or exchangeable,


                                       4


     or (2) in the case of an issuance or sale of Convertible Securities other
     than where the same are issuable upon the exercise of any such rights or
     options, the total amount, if any, received or receivable by the
     Corporation as consideration for the issuance or sale of such Convertible
     Securities, plus the minimum aggregate amount of additional consideration,
     if any, payable to the Corporation upon the conversion or exchange of such
     Convertible Securities at the time such Convertible Securities first become
     convertible or exchangeable, by, in either such case, (3) the total maximum
     number of shares of Common Stock issuable upon the exercise of such rights
     or options or upon the conversion or exchange of such Convertible
     Securities at the time such Convertible Securities first become convertible
     or exchangeable) shall be less than the purchase price hereunder per share,
     then the total maximum number of shares of Common Stock issuable upon the
     exercise of such rights or options or upon conversion or exchange of the
     total maximum amount of such Convertible Securities at the time such
     Convertible Securities first become convertible or exchangeable, shall (as
     of the date of the issuance or grant of such rights or options or, in the
     case of the issuance or sale of Convertible Securities other than where the
     same are issuable upon the exercise of rights or options, as of the date of
     such issuance or sale) be deemed to be outstanding and to have been issued
     for said price per share; provided that (i) no further adjustment of the
     purchase price shall be made upon the actual issuance of such Common Stock
     upon the exercise of such rights or options or upon the conversion or
     exchange of such Convertible Securities or upon the actual issuance of
     Convertible Securities where the same are issuable upon the exercise of
     such rights or options, and (ii) rights or options issued or granted pro
     rata to shareholders without consideration and Convertible Securities
     issuable by way of dividend or other distribution to shareholders shall be
     deemed to have been issued or granted at the close of business on the date
     fixed for the determination of shareholders entitled to such rights,
     options or Convertible Securities and shall be deemed to have been issued
     without consideration; and (iii) if, in any case, the total maximum number
     of shares of Common Stock issued upon exercise of such rights or options or
     upon conversion or exchange of such Convertible Securities is not, in fact,
     issued and the right to exercise such right or option or to convert or
     exchange such


                                       5


     Convertible Securities shall have expired or terminated, then, and in any
     such event, the purchase price, as adjusted, shall be appropriately
     readjusted at the time of such expiration or termination. In such case,
     each purchase price hereunder per share which is greater than the price per
     share for which Common Stock is issuable upon conversion or exchange of
     such rights or options or upon conversion or exchange of such Convertible
     Securities at the time such Convertible Securities first become convertible
     or exchangeable, as determined above in this subsection (D), shall
     thereupon be reduced to a price determined by dividing (1) an amount equal
     to (a) the total number of shares of Common Stock outstanding immediately
     prior to the time of the issuance or grant of such rights or options or the
     issuance or sale of such Convertible Securities multiplied by such purchase
     price hereunder per share, plus (b) the total amount, if any, received or
     receivable by the Corporation as consideration for such issuance or grant
     or such issuance or sale, plus the additional amounts referred to and more
     fully set forth in clauses (1) and (2) of the parenthetical material above
     in this subsection (D), whichever clause and whichever additional amounts
     may be applicable, by (2) the total number of shares of Common Stock
     outstanding after the date of such issuance or grant or such issuance or
     sale. The number of shares of Common Stock which the holder hereof shall be
     entitled to purchase hereunder at such adjusted purchase price per share,
     at the time such adjusted purchase price per share shall be in effect,
     shall be the number of whole shares of Common Stock obtained by multiplying
     such purchase price hereunder, per share, before such adjustment, by the
     number of shares of Common Stock purchasable upon the exercise of this
     Warrant immediately before such adjustment and dividing the product so
     obtained by such adjusted purchase price per share.

          e. For the purpose of subsections (c) and (d) above, in case the
     Corporation shall issue or sell Additional Shares, issue or grant any
     rights to subscribe for or to purchase, or any options for the purchase of
     (i) Common Stock or (ii) Convertible Securities, or issue or sell
     Convertible Securities for a consideration part of which shall be other
     than cash, the amount of the consideration received by the Corporation
     therefor shall be deemed to be the cash proceeds, if any, received by the
     Corporation plus the fair value of the consideration other than cash as


                                       6


     determined by the Board of Directors of the Corporation in good faith,
     before deduction of commissions, underwriting discounts or allowances or
     other expenses paid or incurred by the Corporation for any underwriting of,
     or otherwise in connection with, such issuance, grant or sale.

          f. Subject to the provisions of subsection (g) below, in case the
     Corporation shall, while this Warrant remains unexercised, in whole or in
     part, and in force, make any distribution of its assets to holders of
     Common Stock as a partial liquidating dividend, by way of return of capital
     or otherwise, then, after the date of record for determining shareholders
     entitled to such distribution, the holder hereof shall be entitled, upon
     exercise of this Warrant and purchase of any or all of the shares of Common
     Stock subject hereto, to receive the amount of such assets (or at the
     option of the Corporation, a sum equal to the value thereof at the time of
     such distribution to holders of Common Stock as such value is determined by
     the Board of Directors of the Corporation in good faith) which would have
     been payable to such holder had he been the holder of record of such shares
     of Common Stock on the record date for the determination of shareholders
     entitled to such distribution.

          g. Except as otherwise provided in subsection (b) above, in the case
     of any sale or conveyance of all or substantially all of the assets of the
     Corporation in connection with a plan of complete liquidation of the
     Corporation, in the case of the dissolution, liquidation or winding up of
     the Corporation, all rights under this Warrant shall terminate on a date
     fixed by the Corporation, such date so fixed to be not earlier than the
     date of the commencement of the proceedings for such dissolution,
     liquidation or winding up and not later than thirty (30) days after such
     commencement date. Notice of such termination of purchase rights shall be
     given to the registered holder hereof, as the same shall appear on the
     books of the Corporation, at least thirty (30) days prior to such
     termination date.

          h. In case the Corporation shall, while this Warrant remains
     unexercised in whole or in part, and in force, offer to the holders of
     Common Stock any rights to subscribe for additional shares of stock of the
     Corporation, then the Corporation shall give written


                                       7


     notice thereof to the registered holder hereof not less than thirty (30)
     days prior to the date on which the books of the Corporation are closed or
     a record date fixed for the determination of shareholders entitled to such
     subscription rights. Such notice shall specify the date as to which the
     books shall be closed or the record date fixed with respect to such offer
     or subscription, and the right of the holder hereof to participate in such
     offer or subscription shall terminate if this Warrant shall not be
     exercised on or before the date of such closing of the books or such record
     date.

          i. Any adjustment pursuant to the foregoing provisions shall be made
     on the basis of the number of shares of Common Stock which the holder
     hereof would have been entitled to acquire by exercise of this Warrant
     immediately prior to the event giving rise to such adjustment and, as to
     the purchase price hereunder per share, whether or not in effect
     immediately prior to the time of such adjustment, on the basis of such
     purchase price immediately prior to the event giving rise to such
     adjustment. Whenever any such adjustment is required to be made, the
     Corporation shall forthwith determine the new number of shares of Common
     Stock which the holder shall be entitled to purchase hereunder and/or such
     new purchase price per share, and shall prepare, retain on file and
     transmit to the holder hereof within ten (10) days after such preparation a
     statement describing in reasonable detail the method used in calculating
     such adjustment(s).

          j. For the purposes of this Section 3, the term "Common Stock" shall
     include all shares of capital stock authorized by the Corporation's
     Certificate of Incorporation, as from time to time amended, which are not
     limited to a fixed sum or percentage of par value in respect of the right
     of the holders thereof to participate in dividends or in the distribution
     of assets upon the voluntary or involuntary liquidation, dissolution or
     winding-up of the Corporation.


     4. The Corporation agrees at all times to reserve or hold available a
sufficient number of shares of Common Stock to cover the number of shares
issuable upon the exercise of this and all other Warrants of the same class.

     5. This Warrant shall not entitle the holder hereof to any voting rights or
other rights as a shareholder of the


                                       8


Corporation, or to any other rights whatsoever except the rights herein
expressed, and no dividends shall be payable or accrue in respect of this
Warrant or the interest represented hereby or the shares purchasable hereunder
until or unless, and except to the extent that, this Warrant shall be exercised.

     6. This Warrant is exchangeable upon the surrender hereof by the holder
hereof to the Corporation for new Warrants of like tenor representing in the
aggregate the right to purchase the number of shares purchasable hereunder, each
of such new Warrants to represent the right to purchase such number of shares as
shall be designated by the holder hereof at the time of such surrender.

     7. The Corporation will transmit to the holder of this Warrant such
information, documents and reports as are generally distributed to shareholders
of the Corporation concurrently with the distribution thereof to such
shareholders.

     8. Notices to be given to the holder of this Warrant shall be deemed to
have been sufficiently given if delivered or mailed, addressed in the name and
at the address of such holder appearing in the records of the Corporation, and
if mailed, sent first class registered or certified mail, postage prepaid. The
address of the Corporation is 150 Marcus Boulevard, Hauppauge, New York 11788,
and the Corporation shall give written notice of any change of address to the
holder hereof.

          IN WITNESS WHEREOF, the Corporation has caused this Warrant to be
executed by the signature of its Senior Vice President/Chief Financial Officer
and its seal affixed and attested by its Secretary.

Dated: July 3, 2003

                                                      AUDIOVOX CORPORATION


                                                      By: s/ Charles M. Stoehr
                                                          --------------------
[Corporate Seal]                                          Charles M. Stoehr
                                                          Senior VP and Chief
ATTEST:                                                   Financial Officer

s/ Chris Lis Johnson
--------------------
Chris Lis Johnson
Secretary


                                       9



These securities may not be publicly offered or sold unless at the time of such
offer or sale, the person making such offer of sale delivers a prospectus
meeting the requirements of the Securities Act of 1933 forming a part of a
registration statement, or post-effective amendment thereto, which is effective
under said act, or unless in the opinion of counsel to the Corporation, such
offer and sale is exempt from the provisions of Section 5 of said Act.


                                  W A R R A N T
                                  -------------


                    For the Purchase of Class A Common Stock
                           Par Value $.01 per Share of


                              AUDIOVOX CORPORATION

             (Incorporated under the Laws of the State of Delaware)


                         VOID AFTER 5 P.M. JULY 3, 2006

No. 1                                                        Warrant to Purchase
                                                                   10,000 Shares

     THIS IS TO CERTIFY that, for value received, LARRY N. STOPOL (holder) is
entitled, subject to the terms and conditions set forth, at or before 5 P.M.,
New York City Time, on July 3, 2006, but not thereafter, to purchase the number
of shares set forth above of Class A Common Stock, par value $.01 per share (the
"Common Stock"), of AUDIOVOX CORPORATION, a Delaware corporation (the
"Corporation"), from the Corporation at a purchase price per share of $11.02 if
and to the extent this Warrant is exercised, in whole or in part, during the
period this Warrant remains in force, subject in all cases to adjustment as
provided in Section 3 hereof, and to receive a certificate or certificates
representing the shares of Common Stock so purchased, upon presentation and
surrender to the Corporation of this Warrant, with the form of subscription
attached hereto duly executed, and accompanied by payment of the purchase price
of each share purchased either in cash or by certified or bank cashier's check
payable to the order of the Corporation.



                                       10




     1. The Corporation covenants and agrees that all shares may be delivered
upon the exercise of this Warrant and will, upon delivery, be fully paid and
non-assessable, and, without limiting the generality of the foregoing, the
Corporation covenants and agrees that it will from time to time take all such
action as may be requisite to assure that the par value per share of the Common
Stock is at all times equal to or less than the then current Warrant purchase
price per share of the Common Stock issuable upon exercise of this Warrant.

     2. The rights represented by this Warrant are exercisable at the option of
the holder hereof in whole at any time, or in part from time to time, within the
period above specified at the prices specified in Section 1 hereof. In case of
the purchase of less than all the shares as to which this Warrant is
exercisable, the Corporation shall cancel this Warrant upon the surrender hereof
and shall execute and deliver a new Warrant of like tenor for the balance of the
shares purchasable hereunder.

     3. The price per share at which shares of Common Stock may be purchased
hereunder, and the number of such shares to be purchased upon exercise hereof,
are subject to change or adjustment as follows:

          a. In case the Corporation shall, while this Warrant remains
     unexercised, in whole or in part, and in force, effect a recapitalization
     of such character that the shares of Common Stock purchasable hereunder
     shall be changed into or become exchangeable for a larger or smaller number
     of shares, then, after the date of record for effecting such
     recapitalization, the number of shares of Common Stock which the holder
     hereof shall be entitled to purchase hereunder shall be increased or
     decreased, as the case may be, in direct proportion to the increase or
     decrease in the number of shares of Common Stock by reason of such
     recapitalization, and the purchase price hereunder per share of such
     recapitalized Common Stock shall, in the case of an increase in the number
     of such shares, be proportionately reduced, and in the case of a decrease
     in the number of such shares, shall be proportionately increased. For the
     purpose of this subsection (a), a stock dividend, stock split-up or reverse
     split shall be considered as a recapitalization and as an exchange for a
     larger or smaller number of shares, as the case may be.



                                       11


          b. In the case of any consolidation of the Corporation with, or merger
     of the Corporation into, any other corporation, or in case of any sale or
     conveyance of all or substantially all of the assets of the Corporation in
     connection with a plan of complete liquidation of the Corporation, then, as
     a condition of such consolidation, merger or sale or conveyance, adequate
     provision shall be made whereby the holder hereof shall thereafter have the
     right to purchase and receive, upon the basis and upon the terms and
     conditions specified in this Warrant and in lieu of shares of Common Stock
     immediately theretofore purchasable and receivable upon the exercise of the
     rights represented hereby, such shares of stock or securities as may be
     issued in connection with such consolidation, merger or sale or conveyance
     with respect to or in exchange for the number of outstanding shares of
     Common Stock immediately therefore purchasable and receivable upon the
     exercise of the rights represented hereby had such consolidation, merger or
     sale or conveyance not taken place, and in any such case appropriate
     provision shall be made with respect to the rights and interests of the
     holder of this Warrant to the end that the provisions hereof shall be
     applicable as nearly as may be in relation to any shares of stock or
     securities thereafter deliverable upon the exercise hereof.

          c. In case the Corporation shall, while this Warrant remains
     unexercised, in whole or in part, and in force, issue (otherwise then by
     stock dividend or stock split-up or reverse split) or sell shares of its
     Common Stock (hereinafter referred to as "Additional Shares") for a
     consideration per share (before deduction of expenses or commissions or
     underwriting discounts or allowances in connection therewith) less than the
     purchase price hereunder per share, then, after the date of such issuance
     or sale, the purchase price hereunder per share shall be reduced to a price
     determined by dividing (1) an amount equal to (A) the total number of
     shares of Common Stock outstanding immediately prior to the time of such
     issuance or sale multiplied by such purchase price hereunder per share,
     plus (B) the consideration (before deduction of expenses or commissions or
     underwriting discounts or allowances in connection therewith), if any,
     received by the Corporation upon such issuance or sale, by (2) the total
     number of shares of Common Stock outstanding after the date of the issuance
     or sale of such Additional Shares. The number of shares of Common


                                       12


     Stock which the holder hereof shall be entitled to purchase hereunder at
     each such adjusted purchase price per share, at the time such adjusted
     purchase price per share shall be in effect, shall be the number of whole
     shares of Common Stock obtained by multiplying such purchase price
     hereunder per share before such adjustment, by the number of shares of
     Common Stock purchasable upon the exercise of this Warrant immediately
     before such adjustment, and dividing the product so obtained by such
     adjusted purchase price per share; provided, however, that no such
     adjustment of the purchase price hereunder per share or the number of
     shares for which this Warrant may be exercised shall be made upon the
     issuance or sale by the Corporation of Additional Shares (i) reserved for
     issuance upon exercise of Stock Options or as restricted stock under the
     Corporation's employee stock plans; or(ii) in connection with the
     acquisition of businesses, business entities or parts thereof and/or their
     assets, whether tangible or intangible.

          d. In case the Corporation shall, while this Warrant remains
     unexercised in whole or in part, and in force, issue or grant any rights to
     subscribe for or to purchase, or any option (other than the employee stock
     plans and business related acquisitions referred to in subsection (C)
     above) for the purchase of (i) Common Stock or (ii) any indebtedness or
     shares of stock convertible into or exchangeable for Common Stock
     (indebtedness or shares of stock convertible into or exchangeable for
     Common Stock being hereinafter referred to as "Convertible Securities"), or
     issue or sell Convertible Securities and the price per share for which
     Common Stock is issuable upon the exercise of such rights or options or
     upon conversion or exchange of such Convertible Securities at the time such
     Convertible Securities first become convertible or exchangeable (determined
     by dividing (1) in the case of an issuance or grant of any such rights or
     options, the total amount, if any, received or receivable by the
     Corporation as consideration for the issuance or grant of such rights or
     options, plus the minimum aggregate amount of additional consideration
     payable to the Corporation upon exercise of such rights or options, plus,
     in the case of such Convertible Securities, the minimum aggregate amount of
     additional consideration, if any, payable to the Corporation upon the
     conversion or exchange of such Convertible Securities at the time such
     Convertible Securities first become convertible or exchangeable,


                                       13


     or (2) in the case of an issuance or sale of Convertible Securities other
     than where the same are issuable upon the exercise of any such rights or
     options, the total amount, if any, received or receivable by the
     Corporation as consideration for the issuance or sale of such Convertible
     Securities, plus the minimum aggregate amount of additional consideration,
     if any, payable to the Corporation upon the conversion or exchange of such
     Convertible Securities at the time such Convertible Securities first become
     convertible or exchangeable, by, in either such case, (3) the total maximum
     number of shares of Common Stock issuable upon the exercise of such rights
     or options or upon the conversion or exchange of such Convertible
     Securities at the time such Convertible Securities first become convertible
     or exchangeable) shall be less than the purchase price hereunder per share,
     then the total maximum number of shares of Common Stock issuable upon the
     exercise of such rights or options or upon conversion or exchange of the
     total maximum amount of such Convertible Securities at the time such
     Convertible Securities first become convertible or exchangeable, shall (as
     of the date of the issuance or grant of such rights or options or, in the
     case of the issuance or sale of Convertible Securities other than where the
     same are issuable upon the exercise of rights or options, as of the date of
     such issuance or sale) be deemed to be outstanding and to have been issued
     for said price per share; provided that (i) no further adjustment of the
     purchase price shall be made upon the actual issuance of such Common Stock
     upon the exercise of such rights or options or upon the conversion or
     exchange of such Convertible Securities or upon the actual issuance of
     Convertible Securities where the same are issuable upon the exercise of
     such rights or options, and (ii) rights or options issued or granted pro
     rata to shareholders without consideration and Convertible Securities
     issuable by way of dividend or other distribution to shareholders shall be
     deemed to have been issued or granted at the close of business on the date
     fixed for the determination of shareholders entitled to such rights,
     options or Convertible Securities and shall be deemed to have been issued
     without consideration; and (iii) if, in any case, the total maximum number
     of shares of Common Stock issued upon exercise of such rights or options or
     upon conversion or exchange of such Convertible Securities is not, in fact,
     issued and the right to exercise such right or option or to convert or
     exchange such


                                       14


     Convertible Securities shall have expired or terminated, then, and in any
     such event, the purchase price, as adjusted, shall be appropriately
     readjusted at the time of such expiration or termination. In such case,
     each purchase price hereunder per share which is greater than the price per
     share for which Common Stock is issuable upon conversion or exchange of
     such rights or options or upon conversion or exchange of such Convertible
     Securities at the time such Convertible Securities first become convertible
     or exchangeable, as determined above in this subsection (D), shall
     thereupon be reduced to a price determined by dividing (1) an amount equal
     to (a) the total number of shares of Common Stock outstanding immediately
     prior to the time of the issuance or grant of such rights or options or the
     issuance or sale of such Convertible Securities multiplied by such purchase
     price hereunder per share, plus (b) the total amount, if any, received or
     receivable by the Corporation as consideration for such issuance or grant
     or such issuance or sale, plus the additional amounts referred to and more
     fully set forth in clauses (1) and (2) of the parenthetical material above
     in this subsection (D), whichever clause and whichever additional amounts
     may be applicable, by (2) the total number of shares of Common Stock
     outstanding after the date of such issuance or grant or such issuance or
     sale. The number of shares of Common Stock which the holder hereof shall be
     entitled to purchase hereunder at such adjusted purchase price per share,
     at the time such adjusted purchase price per share shall be in effect,
     shall be the number of whole shares of Common Stock obtained by multiplying
     such purchase price hereunder, per share, before such adjustment, by the
     number of shares of Common Stock purchasable upon the exercise of this
     Warrant immediately before such adjustment and dividing the product so
     obtained by such adjusted purchase price per share.

          e. For the purpose of subsections (c) and (d) above, in case the
     Corporation shall issue or sell Additional Shares, issue or grant any
     rights to subscribe for or to purchase, or any options for the purchase of
     (i) Common Stock or (ii) Convertible Securities, or issue or sell
     Convertible Securities for a consideration part of which shall be other
     than cash, the amount of the consideration received by the Corporation
     therefor shall be deemed to be the cash proceeds, if any, received by the
     Corporation plus the fair value of the consideration other than cash as


                                       15


     determined by the Board of Directors of the Corporation in good faith,
     before deduction of commissions, underwriting discounts or allowances or
     other expenses paid or incurred by the Corporation for any underwriting of,
     or otherwise in connection with, such issuance, grant or sale.

          f. Subject to the provisions of subsection (g) below, in case the
     Corporation shall, while this Warrant remains unexercised, in whole or in
     part, and in force, make any distribution of its assets to holders of
     Common Stock as a partial liquidating dividend, by way of return of capital
     or otherwise, then, after the date of record for determining shareholders
     entitled to such distribution, the holder hereof shall be entitled, upon
     exercise of this Warrant and purchase of any or all of the shares of Common
     Stock subject hereto, to receive the amount of such assets (or at the
     option of the Corporation, a sum equal to the value thereof at the time of
     such distribution to holders of Common Stock as such value is determined by
     the Board of Directors of the Corporation in good faith) which would have
     been payable to such holder had he been the holder of record of such shares
     of Common Stock on the record date for the determination of shareholders
     entitled to such distribution.

          g. Except as otherwise provided in subsection (b) above, in the case
     of any sale or conveyance of all or substantially all of the assets of the
     Corporation in connection with a plan of complete liquidation of the
     Corporation, in the case of the dissolution, liquidation or winding up of
     the Corporation, all rights under this Warrant shall terminate on a date
     fixed by the Corporation, such date so fixed to be not earlier than the
     date of the commencement of the proceedings for such dissolution,
     liquidation or winding up and not later than thirty (30) days after such
     commencement date. Notice of such termination of purchase rights shall be
     given to the registered holder hereof, as the same shall appear on the
     books of the Corporation, at least thirty (30) days prior to such
     termination date.

          h. In case the Corporation shall, while this Warrant remains
     unexercised in whole or in part, and in force, offer to the holders of
     Common Stock any rights to subscribe for additional shares of stock of the
     Corporation, then the Corporation shall give written


                                       16


     notice thereof to the registered holder hereof not less than thirty (30)
     days prior to the date on which the books of the Corporation are closed or
     a record date fixed for the determination of shareholders entitled to such
     subscription rights. Such notice shall specify the date as to which the
     books shall be closed or the record date fixed with respect to such offer
     or subscription, and the right of the holder hereof to participate in such
     offer or subscription shall terminate if this Warrant shall not be
     exercised on or before the date of such closing of the books or such record
     date.

          i. Any adjustment pursuant to the foregoing provisions shall be made
     on the basis of the number of shares of Common Stock which the holder
     hereof would have been entitled to acquire by exercise of this Warrant
     immediately prior to the event giving rise to such adjustment and, as to
     the purchase price hereunder per share, whether or not in effect
     immediately prior to the time of such adjustment, on the basis of such
     purchase price immediately prior to the event giving rise to such
     adjustment. Whenever any such adjustment is required to be made, the
     Corporation shall forthwith determine the new number of shares of Common
     Stock which the holder shall be entitled to purchase hereunder and/or such
     new purchase price per share, and shall prepare, retain on file and
     transmit to the holder hereof within ten (10) days after such preparation a
     statement describing in reasonable detail the method used in calculating
     such adjustment(s).

          j. For the purposes of this Section 3, the term "Common Stock" shall
     include all shares of capital stock authorized by the Corporation's
     Certificate of Incorporation, as from time to time amended, which are not
     limited to a fixed sum or percentage of par value in respect of the right
     of the holders thereof to participate in dividends or in the distribution
     of assets upon the voluntary or involuntary liquidation, dissolution or
     winding-up of the Corporation.


     4. The Corporation agrees at all times to reserve or hold available a
sufficient number of shares of Common Stock to cover the number of shares
issuable upon the exercise of this and all other Warrants of the same class.

     5. This Warrant shall not entitle the holder hereof to any voting rights or
other rights as a shareholder of the


                                       17


Corporation, or to any other rights whatsoever except the rights herein
expressed, and no dividends shall be payable or accrue in respect of this
Warrant or the interest represented hereby or the shares purchasable hereunder
until or unless, and except to the extent that, this Warrant shall be exercised.

     6. This Warrant is exchangeable upon the surrender hereof by the holder
hereof to the Corporation for new Warrants of like tenor representing in the
aggregate the right to purchase the number of shares purchasable hereunder, each
of such new Warrants to represent the right to purchase such number of shares as
shall be designated by the holder hereof at the time of such surrender.

     7. The Corporation will transmit to the holder of this Warrant such
information, documents and reports as are generally distributed to shareholders
of the Corporation concurrently with the distribution thereof to such
shareholders.

     8. Notices to be given to the holder of this Warrant shall be deemed to
have been sufficiently given if delivered or mailed, addressed in the name and
at the address of such holder appearing in the records of the Corporation, and
if mailed, sent first class registered or certified mail, postage prepaid. The
address of the Corporation is 150 Marcus Boulevard, Hauppauge, New York 11788,
and the Corporation shall give written notice of any change of address to the
holder hereof.

          IN WITNESS WHEREOF, the Corporation has caused this Warrant to be
executed by the signature of its Senior Vice President/Chief Financial Officer
and its seal affixed and attested by its Secretary.

Dated: July 3, 2003
                                                     AUDIOVOX CORPORATION


                                                     By: s/ Charles M. Stoehr
                                                         --------------------
[Corporate Seal]                                         Charles M. Stoehr
                                                         Senior VP and Chief
ATTEST:                                                  Financial Officer

s/ Chris Lis Johnson
--------------------
Chris Lis Johnson
Secretary


                                       18


These securities may not be publicly offered or sold unless at the time of such
offer or sale, the person making such offer of sale delivers a prospectus
meeting the requirements of the Securities Act of 1933 forming a part of a
registration statement, or post-effective amendment thereto, which is effective
under said act, or unless in the opinion of counsel to the Corporation, such
offer and sale is exempt from the provisions of Section 5 of said Act.


                                  W A R R A N T
                                  -------------


                    For the Purchase of Class A Common Stock
                           Par Value $.01 per Share of


                              AUDIOVOX CORPORATION

             (Incorporated under the Laws of the State of Delaware)


                         VOID AFTER 5 P.M. JULY 3, 2006

No. 1                                                        Warrant to Purchase
                                                                   10,000 Shares

     THIS IS TO CERTIFY that, for value received, DIANNE M. CAMELO (holder) is
entitled, subject to the terms and conditions set forth, at or before 5 P.M.,
New York City Time, on July 3, 2006, but not thereafter, to purchase the number
of shares set forth above of Class A Common Stock, par value $.01 per share (the
"Common Stock"), of AUDIOVOX CORPORATION, a Delaware corporation (the
"Corporation"), from the Corporation at a purchase price per share of $11.02 if
and to the extent this Warrant is exercised, in whole or in part, during the
period this Warrant remains in force, subject in all cases to adjustment as
provided in Section 3 hereof, and to receive a certificate or certificates
representing the shares of Common Stock so purchased, upon presentation and
surrender to the Corporation of this Warrant, with the form of subscription
attached hereto duly executed, and accompanied by payment of the purchase price
of each share purchased either in cash or by certified or bank cashier's check
payable to the order of the Corporation.


                                       19


     1. The Corporation covenants and agrees that all shares may be delivered
upon the exercise of this Warrant and will, upon delivery, be fully paid and
non-assessable, and, without limiting the generality of the foregoing, the
Corporation covenants and agrees that it will from time to time take all such
action as may be requisite to assure that the par value per share of the Common
Stock is at all times equal to or less than the then current Warrant purchase
price per share of the Common Stock issuable upon exercise of this Warrant.

     2. The rights represented by this Warrant are exercisable at the option of
the holder hereof in whole at any time, or in part from time to time, within the
period above specified at the prices specified in Section 1 hereof. In case of
the purchase of less than all the shares as to which this Warrant is
exercisable, the Corporation shall cancel this Warrant upon the surrender hereof
and shall execute and deliver a new Warrant of like tenor for the balance of the
shares purchasable hereunder.

     3. The price per share at which shares of Common Stock may be purchased
hereunder, and the number of such shares to be purchased upon exercise hereof,
are subject to change or adjustment as follows:

          a. In case the Corporation shall, while this Warrant remains
     unexercised, in whole or in part, and in force, effect a recapitalization
     of such character that the shares of Common Stock purchasable hereunder
     shall be changed into or become exchangeable for a larger or smaller number
     of shares, then, after the date of record for effecting such
     recapitalization, the number of shares of Common Stock which the holder
     hereof shall be entitled to purchase hereunder shall be increased or
     decreased, as the case may be, in direct proportion to the increase or
     decrease in the number of shares of Common Stock by reason of such
     recapitalization, and the purchase price hereunder per share of such
     recapitalized Common Stock shall, in the case of an increase in the number
     of such shares, be proportionately reduced, and in the case of a decrease
     in the number of such shares, shall be proportionately increased. For the
     purpose of this subsection (a), a stock dividend, stock split-up or reverse
     split shall be considered as a recapitalization and as an exchange for a
     larger or smaller number of shares, as the case may be.



                                       20


          b. In the case of any consolidation of the Corporation with, or merger
     of the Corporation into, any other corporation, or in case of any sale or
     conveyance of all or substantially all of the assets of the Corporation in
     connection with a plan of complete liquidation of the Corporation, then, as
     a condition of such consolidation, merger or sale or conveyance, adequate
     provision shall be made whereby the holder hereof shall thereafter have the
     right to purchase and receive, upon the basis and upon the terms and
     conditions specified in this Warrant and in lieu of shares of Common Stock
     immediately theretofore purchasable and receivable upon the exercise of the
     rights represented hereby, such shares of stock or securities as may be
     issued in connection with such consolidation, merger or sale or conveyance
     with respect to or in exchange for the number of outstanding shares of
     Common Stock immediately therefore purchasable and receivable upon the
     exercise of the rights represented hereby had such consolidation, merger or
     sale or conveyance not taken place, and in any such case appropriate
     provision shall be made with respect to the rights and interests of the
     holder of this Warrant to the end that the provisions hereof shall be
     applicable as nearly as may be in relation to any shares of stock or
     securities thereafter deliverable upon the exercise hereof.

          c. In case the Corporation shall, while this Warrant remains
     unexercised, in whole or in part, and in force, issue (otherwise then by
     stock dividend or stock split-up or reverse split) or sell shares of its
     Common Stock (hereinafter referred to as "Additional Shares") for a
     consideration per share (before deduction of expenses or commissions or
     underwriting discounts or allowances in connection therewith) less than the
     purchase price hereunder per share, then, after the date of such issuance
     or sale, the purchase price hereunder per share shall be reduced to a price
     determined by dividing (1) an amount equal to (A) the total number of
     shares of Common Stock outstanding immediately prior to the time of such
     issuance or sale multiplied by such purchase price hereunder per share,
     plus (B) the consideration (before deduction of expenses or commissions or
     underwriting discounts or allowances in connection therewith), if any,
     received by the Corporation upon such issuance or sale, by (2) the total
     number of shares of Common Stock outstanding after the date of the issuance
     or sale of such Additional Shares. The number of shares of Common


                                       21


     Stock which the holder hereof shall be entitled to purchase hereunder at
     each such adjusted purchase price per share, at the time such adjusted
     purchase price per share shall be in effect, shall be the number of whole
     shares of Common Stock obtained by multiplying such purchase price
     hereunder per share before such adjustment, by the number of shares of
     Common Stock purchasable upon the exercise of this Warrant immediately
     before such adjustment, and dividing the product so obtained by such
     adjusted purchase price per share; provided, however, that no such
     adjustment of the purchase price hereunder per share or the number of
     shares for which this Warrant may be exercised shall be made upon the
     issuance or sale by the Corporation of Additional Shares (i) reserved for
     issuance upon exercise of Stock Options or as restricted stock under the
     Corporation's employee stock plans; or(ii) in connection with the
     acquisition of businesses, business entities or parts thereof and/or their
     assets, whether tangible or intangible.

          d. In case the Corporation shall, while this Warrant remains
     unexercised in whole or in part, and in force, issue or grant any rights to
     subscribe for or to purchase, or any option (other than the employee stock
     plans and business related acquisitions referred to in subsection (C)
     above) for the purchase of (i) Common Stock or (ii) any indebtedness or
     shares of stock convertible into or exchangeable for Common Stock
     (indebtedness or shares of stock convertible into or exchangeable for
     Common Stock being hereinafter referred to as "Convertible Securities"), or
     issue or sell Convertible Securities and the price per share for which
     Common Stock is issuable upon the exercise of such rights or options or
     upon conversion or exchange of such Convertible Securities at the time such
     Convertible Securities first become convertible or exchangeable (determined
     by dividing (1) in the case of an issuance or grant of any such rights or
     options, the total amount, if any, received or receivable by the
     Corporation as consideration for the issuance or grant of such rights or
     options, plus the minimum aggregate amount of additional consideration
     payable to the Corporation upon exercise of such rights or options, plus,
     in the case of such Convertible Securities, the minimum aggregate amount of
     additional consideration, if any, payable to the Corporation upon the
     conversion or exchange of such Convertible Securities at the time such
     Convertible Securities first become convertible or exchangeable,


                                       22


     or (2) in the case of an issuance or sale of Convertible Securities other
     than where the same are issuable upon the exercise of any such rights or
     options, the total amount, if any, received or receivable by the
     Corporation as consideration for the issuance or sale of such Convertible
     Securities, plus the minimum aggregate amount of additional consideration,
     if any, payable to the Corporation upon the conversion or exchange of such
     Convertible Securities at the time such Convertible Securities first become
     convertible or exchangeable, by, in either such case, (3) the total maximum
     number of shares of Common Stock issuable upon the exercise of such rights
     or options or upon the conversion or exchange of such Convertible
     Securities at the time such Convertible Securities first become convertible
     or exchangeable) shall be less than the purchase price hereunder per share,
     then the total maximum number of shares of Common Stock issuable upon the
     exercise of such rights or options or upon conversion or exchange of the
     total maximum amount of such Convertible Securities at the time such
     Convertible Securities first become convertible or exchangeable, shall (as
     of the date of the issuance or grant of such rights or options or, in the
     case of the issuance or sale of Convertible Securities other than where the
     same are issuable upon the exercise of rights or options, as of the date of
     such issuance or sale) be deemed to be outstanding and to have been issued
     for said price per share; provided that (i) no further adjustment of the
     purchase price shall be made upon the actual issuance of such Common Stock
     upon the exercise of such rights or options or upon the conversion or
     exchange of such Convertible Securities or upon the actual issuance of
     Convertible Securities where the same are issuable upon the exercise of
     such rights or options, and (ii) rights or options issued or granted pro
     rata to shareholders without consideration and Convertible Securities
     issuable by way of dividend or other distribution to shareholders shall be
     deemed to have been issued or granted at the close of business on the date
     fixed for the determination of shareholders entitled to such rights,
     options or Convertible Securities and shall be deemed to have been issued
     without consideration; and (iii) if, in any case, the total maximum number
     of shares of Common Stock issued upon exercise of such rights or options or
     upon conversion or exchange of such Convertible Securities is not, in fact,
     issued and the right to exercise such right or option or to convert or
     exchange such


                                       23


     Convertible Securities shall have expired or terminated, then, and in any
     such event, the purchase price, as adjusted, shall be appropriately
     readjusted at the time of such expiration or termination. In such case,
     each purchase price hereunder per share which is greater than the price per
     share for which Common Stock is issuable upon conversion or exchange of
     such rights or options or upon conversion or exchange of such Convertible
     Securities at the time such Convertible Securities first become convertible
     or exchangeable, as determined above in this subsection (D), shall
     thereupon be reduced to a price determined by dividing (1) an amount equal
     to (a) the total number of shares of Common Stock outstanding immediately
     prior to the time of the issuance or grant of such rights or options or the
     issuance or sale of such Convertible Securities multiplied by such purchase
     price hereunder per share, plus (b) the total amount, if any, received or
     receivable by the Corporation as consideration for such issuance or grant
     or such issuance or sale, plus the additional amounts referred to and more
     fully set forth in clauses (1) and (2) of the parenthetical material above
     in this subsection (D), whichever clause and whichever additional amounts
     may be applicable, by (2) the total number of shares of Common Stock
     outstanding after the date of such issuance or grant or such issuance or
     sale. The number of shares of Common Stock which the holder hereof shall be
     entitled to purchase hereunder at such adjusted purchase price per share,
     at the time such adjusted purchase price per share shall be in effect,
     shall be the number of whole shares of Common Stock obtained by multiplying
     such purchase price hereunder, per share, before such adjustment, by the
     number of shares of Common Stock purchasable upon the exercise of this
     Warrant immediately before such adjustment and dividing the product so
     obtained by such adjusted purchase price per share.

          e. For the purpose of subsections (c) and (d) above, in case the
     Corporation shall issue or sell Additional Shares, issue or grant any
     rights to subscribe for or to purchase, or any options for the purchase of
     (i) Common Stock or (ii) Convertible Securities, or issue or sell
     Convertible Securities for a consideration part of which shall be other
     than cash, the amount of the consideration received by the Corporation
     therefor shall be deemed to be the cash proceeds, if any, received by the
     Corporation plus the fair value of the consideration other than cash as


                                       24


     determined by the Board of Directors of the Corporation in good faith,
     before deduction of commissions, underwriting discounts or allowances or
     other expenses paid or incurred by the Corporation for any underwriting of,
     or otherwise in connection with, such issuance, grant or sale.

          f. Subject to the provisions of subsection (g) below, in case the
     Corporation shall, while this Warrant remains unexercised, in whole or in
     part, and in force, make any distribution of its assets to holders of
     Common Stock as a partial liquidating dividend, by way of return of capital
     or otherwise, then, after the date of record for determining shareholders
     entitled to such distribution, the holder hereof shall be entitled, upon
     exercise of this Warrant and purchase of any or all of the shares of Common
     Stock subject hereto, to receive the amount of such assets (or at the
     option of the Corporation, a sum equal to the value thereof at the time of
     such distribution to holders of Common Stock as such value is determined by
     the Board of Directors of the Corporation in good faith) which would have
     been payable to such holder had he been the holder of record of such shares
     of Common Stock on the record date for the determination of shareholders
     entitled to such distribution.

          g. Except as otherwise provided in subsection (b) above, in the case
     of any sale or conveyance of all or substantially all of the assets of the
     Corporation in connection with a plan of complete liquidation of the
     Corporation, in the case of the dissolution, liquidation or winding up of
     the Corporation, all rights under this Warrant shall terminate on a date
     fixed by the Corporation, such date so fixed to be not earlier than the
     date of the commencement of the proceedings for such dissolution,
     liquidation or winding up and not later than thirty (30) days after such
     commencement date. Notice of such termination of purchase rights shall be
     given to the registered holder hereof, as the same shall appear on the
     books of the Corporation, at least thirty (30) days prior to such
     termination date.

          h. In case the Corporation shall, while this Warrant remains
     unexercised in whole or in part, and in force, offer to the holders of
     Common Stock any rights to subscribe for additional shares of stock of the
     Corporation, then the Corporation shall give written


                                       25


     notice thereof to the registered holder hereof not less than thirty (30)
     days prior to the date on which the books of the Corporation are closed or
     a record date fixed for the determination of shareholders entitled to such
     subscription rights. Such notice shall specify the date as to which the
     books shall be closed or the record date fixed with respect to such offer
     or subscription, and the right of the holder hereof to participate in such
     offer or subscription shall terminate if this Warrant shall not be
     exercised on or before the date of such closing of the books or such record
     date.

          i. Any adjustment pursuant to the foregoing provisions shall be made
     on the basis of the number of shares of Common Stock which the holder
     hereof would have been entitled to acquire by exercise of this Warrant
     immediately prior to the event giving rise to such adjustment and, as to
     the purchase price hereunder per share, whether or not in effect
     immediately prior to the time of such adjustment, on the basis of such
     purchase price immediately prior to the event giving rise to such
     adjustment. Whenever any such adjustment is required to be made, the
     Corporation shall forthwith determine the new number of shares of Common
     Stock which the holder shall be entitled to purchase hereunder and/or such
     new purchase price per share, and shall prepare, retain on file and
     transmit to the holder hereof within ten (10) days after such preparation a
     statement describing in reasonable detail the method used in calculating
     such adjustment(s).

          j. For the purposes of this Section 3, the term "Common Stock" shall
     include all shares of capital stock authorized by the Corporation's
     Certificate of Incorporation, as from time to time amended, which are not
     limited to a fixed sum or percentage of par value in respect of the right
     of the holders thereof to participate in dividends or in the distribution
     of assets upon the voluntary or involuntary liquidation, dissolution or
     winding-up of the Corporation.


     4. The Corporation agrees at all times to reserve or hold available a
sufficient number of shares of Common Stock to cover the number of shares
issuable upon the exercise of this and all other Warrants of the same class.

     5. This Warrant shall not entitle the holder hereof to any voting rights or
other rights as a shareholder of the


                                       26


Corporation, or to any other rights whatsoever except the rights herein
expressed, and no dividends shall be payable or accrue in respect of this
Warrant or the interest represented hereby or the shares purchasable hereunder
until or unless, and except to the extent that, this Warrant shall be exercised.

     6. This Warrant is exchangeable upon the surrender hereof by the holder
hereof to the Corporation for new Warrants of like tenor representing in the
aggregate the right to purchase the number of shares purchasable hereunder, each
of such new Warrants to represent the right to purchase such number of shares as
shall be designated by the holder hereof at the time of such surrender.

     7. The Corporation will transmit to the holder of this Warrant such
information, documents and reports as are generally distributed to shareholders
of the Corporation concurrently with the distribution thereof to such
shareholders.

     8. Notices to be given to the holder of this Warrant shall be deemed to
have been sufficiently given if delivered or mailed, addressed in the name and
at the address of such holder appearing in the records of the Corporation, and
if mailed, sent first class registered or certified mail, postage prepaid. The
address of the Corporation is 150 Marcus Boulevard, Hauppauge, New York 11788,
and the Corporation shall give written notice of any change of address to the
holder hereof.

          IN WITNESS WHEREOF, the Corporation has caused this Warrant to be
executed by the signature of its Senior Vice President/Chief Financial Officer
and its seal affixed and attested by its Secretary.

Dated: July 3, 2003
                                                    AUDIOVOX CORPORATION


                                                    By: s/ Charles M. Stoehr
                                                        --------------------
[Corporate Seal]                                        Charles M. Stoehr
                                                        Senior VP and Chief
ATTEST:                                                 Financial Officer

s/ Chris Lis Johnson
--------------------
Chris Lis Johnson
Secretary


                                       27