THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Audiovox Corporation (VOXX)

3/30/2006 Proxy Information

Mr. Christopher served as Executive Vice President of Audiovox Corporation (Audiovox) and Chief Executive Officer of Audiovox's wireless subsidiary, Audiovox Communications Corporation until November 2004.

We lease some of our office, warehouse and distribution facilities from entities in which an executive officer owns controlling interests. The following table identifies leases that result in payments in excess of $60,000 to any of the related entities. (See page 6 for chart).

We believe that the terms of each of the leases are no less favorable to us than those that could have been obtained from unaffiliated third parties. To the extent that conflicts of interest arise between us and such persons in the future, such conflicts will be resolved by a committee of disinterested directors.

David Shalam, the son of John J. Shalam, has served in various positions with Audiovox over the past 11 years. Mr. David Shalam currently serves as Vice President-Mobile Video of Audiovox Electronics Corp. Mr. David ShalamÕs annual aggregate compensation was $159,326 in fiscal 2005. Matthew Stoehr, the son of Charles M. Stoehr, has served in various positions with Audiovox over the past 10 years. Mr. Matthew Stoehr currently serves in MIS Operations of Audiovox Corporation. Mr. Matthew StoehrÕs annual aggregate compensation was $68,000 in fiscal 2005.

3/30/2005 Proxy Information

We lease some of our equipment, office, warehouse and distribution facilities from entities in which our executive officers own controlling interests. The following table identifies leases that result in payments in excess of $60,000 to any of the related entities. (See page 7 of proxy for table).

(1) Property owned by 150 Marcus Blvd. Realty, LLC, a New York limited liability company, of which John J. Shalam owns 99% and Mr. Shalam's three sons own the remaining 1%.

(2) In connection with the sale of substantially all of the assets relating to our wireless business to UTStarcom Inc. ("UTStarcom") on November 1, 2004, Audiovox and UTStarcom have entered into a sublease agreement for the space at 555 Wireless Boulevard, Hauppauge, New York which provides for a net monthly rent of $46,000 for five years. In addition, UTStarcom Inc. has entered into a lease agreement with Marquardt Associates for the space at 1620 Marquardt Avenue, Cerritos, California at a monthly rent of $23,500 for two years. UTStarcom has also assumed the equipment lease to the equipment located at 555 Wireless Boulevard.

(3) Property owned by Marquardt Associates, a California partnership, owned 60% by John J. Shalam and 40% by Ardama Capital LLC, a New York limited liability company owned by Mr. Shalam's three sons.

(4) Property owned or leased by Wireless Blvd. Realty, LLC, a New York limited liability company, owned 98% by the Shalam Long Term Trust, 1% by John J. Shalam and 1% by Mr. Shalam's three sons. The Shalam Long Term Trust is a grantor trust of which Mr. Shalam is the Grantor and his three sons are the beneficiaries.

We believe that the terms of each of the leases are no less favorable to us than those that could have been obtained from unaffiliated third parties. To the extent that conflicts of interest arise between us and such persons in the future, such conflicts will be resolved by a committee of disinterested directors.

Payment to Philip Christopher

On June 10, 2004, Audiovox Communications Corp. ("ACC") and Philip Christopher entered into a Personally Held Intangibles Purchase Agreement, pursuant to which Mr. Christopher sold to ACC all of his personal contacts and personal and professional relationships with suppliers, customers, contractors, financers, employees and ex-employees of ACC, and his personal know-how, trademarks, trade names and patentable assets relating to or usable by ACC. On November 1, 2004, ACC paid Mr. Christopher $16 million for his personally held intangibles which were then sold to UTStarcom Inc., the purchaser of the wireless business.

Related Parties

David Shalam, the son of John J. Shalam, has served in various positions with Audiovox over the past 10 years. David Shalam currently serves as Vice President-Mobile Video of Audiovox Electronics Corp. David Shalam's annual aggregate compensation was $145,660, $106,140 and $219,022 for the fiscal years 2004, 2003 and 2002, respectively.

Matthew Stoehr, the son of Charles M. Stoehr, has served in various positions with Audiovox over the past 9 years. Matthew Stoehr currently serves in MIS Operations of Audiovox Corporation. Matthew Stoehr's annual aggregate compensation was $62,998, $56,959 and $53,417 for the fiscal years 2004, 2003 and 2002, respectively.

Legal Proceedings

During the fourth quarter of 2004, several purported derivative and class actions were filed in the Court of Chancery of the State of Delaware, New Castle County. On January 10, 2005, Vice Chancellor Steven Lamb of the Court of Chancery of the State of Delaware, New Castle County, granted an order permitting the filing of a Consolidated Complaint by several shareholders of Audiovox Corporation derivatively on behalf of Audiovox Corporation against Audiovox Corporation, ACC and the directors of Audiovox Corporation captioned "In Re Audiovox Corporation Derivative Litigation". The complaint seeks (a) rescission of: agreements; amendments to long-term incentive awards; and severance payments pursuant to which Audiovox and ACC executives were paid from the net proceeds of the sale of certain assets of ACC to UTStarcom, Inc., (b) disgorgement to ACC of $16 million paid to Philip Christopher pursuant to a Personally Held Intangibles Purchase Agreement in connection with the UTStarcom transaction, (c) disgorgement to Audiovox of $4 million paid to Philip Christopher as compensation for termination of his Employment Agreement and Award Agreement with ACC, (d) disgorgement to ACC of $1,916,477 paid to John Shalam pursuant to an Award Agreement with ACC, and (e) recovery by ACC of $5 million in severance payments distributed by Philip Christopher to ACC's former employees. ACC is sued as a nominal defendant only. Defendants have filed a motion to dismiss the complaint. Defendants intend to vigorously defend this matter. However, no assurances regarding the outcome of this matter can be given at this point in the litigation.

10/7/2004 Proxy Information

We lease some of our equipment, office, warehouse and distribution facilities from entities in which our executive officers own controlling interests. (Chart on page 21 of Proxy)

Pursuant to the asset purchase agreement, Audiovox and UTStarcom are required to use reasonable commercial efforts to negotiate and agree upon the form of sublease agreement for space at 555 Wireless Boulevard, Hauppauge, NY, within 45 days after the date the asset purchase agreement was entered into. The sublease will have a net monthly amount of $46,000 and a five year term and be renewable for an additional term of three years at $55,000 per month. The asset purchase agreement also provides that UTStarcom will use reasonable commercial efforts to negotiate and agree upon the form of a lease with Marquardt Associates for space at 16820 Marquardt Avenue, Cerritos, California. The lease would have a monthly rent of $23,500 per month and have a two year term. In addition, the lease will be renewable by UTStarcom for an additional term of three years upon nine months prior written irrevocable notice. The base rent during this renewal term would be at fair market value. Also, UTStarcom will assume the equipment lease to the equipment located at 555 Wireless Boulevard

6/25/2003 Proxy Information

We lease some of our equipment, office, warehouse and distribution facilities from entities in which our executive officers own controlling interests. The following table identifies leases that result in payments in excess of $60,000 to any of the related entities. (See proxy for lease amounts).

From December 1, 2001 through June 21, 2002, Philip Christopher, Director and Executive Vice President of Audiovox, was indebted to Audiovox for $650,954. On June 21, 2002 Mr. Christopher paid the debt in full. In addition, as of February 28, 2002, Mr. Christopher was also indebted to Audiovox for $133,699 pursuant to an unsecured note which bears interest at the LIBOR rate plus 0.5% per annum.