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Published: 2008-03-26

Certificate of Incorporation - Audiovox Corp.



                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              AUDIOVOX CORPORATION

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


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

     1. The name of the corporation (the "Corporation") is Audiovox Corporation.

     2. The original  Certificate of Incorporation  was filed with the Secretary
of State of the State of Delaware on April 10, 1987.

     3. A  Certificate  of  Amendment  of the  Corporation  was  filed  with the
Secretary of State of the State of Delaware on May 28, 1993.

     4. 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 its annual 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.

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     5.  Pursuant  to Section  103(d) of the DGCL,  this  Amended  and  Restated
Certificate of  Incorporation  shall become  effective at 11:00 a.m. on April 6,
2000.

     6. The text of the  Certificate of  Incorporation  of the  Corporation,  as
amended  heretofore,  is hereby  amended and restated to read in its entirety as
follows:

                          CERTIFICATE OF INCORPORATION
                                       OF
                              AUDIOVOX CORPORATION

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

     SECOND: The address of the Corporation's  registered office in the State of
Delaware is 410 South State Street, in the City of Dover, County of Kent, 19901,
and the  name of its  registered  agent  at such  address  is  United  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  71,550,000  shares,  of  which  60,000,000  shall be Class A Common
Stock,  par value $.01 per share (the "Class A Common Stock"),  10,000,000 shall
be Class B Common Stock,  par value $.01 per share (the "Class B Common Stock"),
50,000 shall be  Preferred  Stock,  par value  $50.00 per share (the  "Preferred
Stock") and 1,500,000 shall be Series  Preferred Stock, par value $.01 per share
(the "Series Preferred Stock").

     A description of the different classes of the  Corporation's  capital stock
and  a  statement  of  the  powers,   designations,   preferences  and  relative
participating,  optional  or  other  special  rights,  and  the  qualifications,
limitations or restrictions thereof are as follows:

                  A.       Class A and Class B Common Stock.
                           ---------------------------------

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

                           1.       Voting

          (a) At every meeting of the  stockholders  of the Corporation (or with
     respect  to  any  action  by  written  consent  in  lieu  of a  meeting  of
     stockholders),  each share of Class A Common Stock shall be entitled to one
     (1) vote (whether voted in person by the holder thereof or by proxy

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or pursuant to a  stockholders'  consent) and each share of Class B Common Stock
shall be  entitled  to ten (10)  votes  (whether  voted in person by the  holder
thereof or by proxy or pursuant to a stockholders' consent).

           (b)     With respect to the election of directors, holders of Class A
Common  Stock voting as a separate  class shall be entitled,  subject to section
A.1(e)  of this  Article  Fourth,  to  elect  that  number  of  directors  which
constitutes  25% of the  authorized  number of members of the Board of Directors
and, if such 25% is not a whole number, then the holders of Class A Common Stock
shall be entitled to elect the nearest  higher whole number of directors that is
at least 25% of such  membership.  Holders of Class B Common  Stock  voting as a
separate  class shall be  entitled,  subject to section  A.1(f) of this  Article
Fourth,  to elect the remaining  directors.  Directors elected by the holders of
Class A Common Stock,  voting as a separate class, and directors  elected by one
or more other directors (as hereinafter  provided) to fill vacancies  created by
the death,  resignation or removal of directors elected by such class,  shall be
designated as "Class A Directors".  Directors  elected by the holders of Class B
Common Stock,  voting as a separate class, and directors  elected by one or more
other  directors  (as  hereinafter  provided) to fill  vacancies  created by the
death,  resignation  or removal of  directors  elected by such  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  A.1(e) or  section  A.1(f) of this  Article  Fourth,  and
directors  elected by one or more other  directors to fill vacancies  created by
the death,  resignation or removal of directors so elected,  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 be  entitled  to 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.

        (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  may 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 may be filled by a vote of holders of Class A Common
Stock  and  Class  B  Common   Stock,   voting   together  as  a  single  class.
Notwithstanding  anything in this subsection (d) to the contrary, any vacancy or
newly  created  directorship  of any  class  may be  filled  by the  vote of the
majority of the directors in such class, by the sole remaining  director in such
class or, in the event that there are no remaining  directors in such class,  by
the  vote of the  majority  of the  other  directors  or by the  sole  remaining
director, regardless in each instance, of any quorum requirements set out in the
By-laws.  Any director elected by some or all of the directors to fill a vacancy
or newly  created  directorship  shall serve  until the next  Annual  Meeting of
Stockholders  and until his or her successor has been elected and has qualified.
If permitted by the By-laws,  the Board of Directors  may increase the number of
directors  and any vacancy so created  may be filled by the Board of  Directors;
provided,  however, that so long as the holders of Class A Common Stock have the
rights provided in subsections

                                                                        3





A.1(b) and A.1(d) of this Article Fourth in respect of the last preceding Annual
Meeting of Stockholders,  the Board of Directors may be so enlarged by the Board
of Directors only to the extent that at least 25% of the enlarged Board consists
of Class A Directors and in the manner set forth in the fourth  sentence of this
subsection A.1(d).

     (e)  Holders  of Class A  Common  Stock  will  not have the  right to elect
directors set forth in subsections  A.1(b) and A.1(d) if, on the record date for
the  stockholder  meeting at which such  directors are to be elected,  or on the
record date for any written consent of stockholders  pursuant to which directors
are elected, the number of issued and outstanding shares of Class A Common Stock
is less than 10% of the  aggregate  number of issued and  outstanding  shares of
Class A Common Stock and Class B Common Stock. In such case, all directors to be
elected  shall be elected by holders of Class A Common  Stock and Class B Common
Stock voting together as a single class.

     (f)  Holders  of Class B Common  Stock  will not have the  rights  to elect
directors set forth in subsections  A.1(b) and A.1(d) if, on the record date for
the  stockholder  meeting at which such  directors are to be elected,  or on the
record date for any written consent of stockholders  pursuant to which directors
are elected, the number of issued and outstanding shares of Class B Common Stock
is less than 12.5% of the aggregate  number of issued and outstanding  shares of
Class A Common Stock and Class B Common Stock. In such case,  holders of Class A
Common Stock,  voting as a separate class,  shall have the right to elect 25% of
the members of the Board of  Directors  as provided in  subsection  A.1(b),  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 the remaining directors.

     (g) Except as otherwise  specifically stated in this Article Fourth, shares
of Class A Common  Stock and shares of Series  Preferred  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  separately as a class,
except as provided in sections A.3 and A.4 of this Article Fourth.

     (h) 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.
Holders of Class A Common  Stock and Class B Common Stock shall vote as a single
class in order to amend this  Certificate of  Incorporation so as to increase or
decrease the aggregate  number of  authorized  shares of any class or classes of
stock,  and no separate  class vote of either  class shall be required  for such
amendment.

     (i)  Notwithstanding  anything  in this  section A.1 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

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outstanding.

                           2.       Conversion

     (a) Each share of Class B Common  Stock may at any time be  converted  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 Company'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.

     (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

                                        5





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.

     (e) No  fraction  of a share of Class A Common  Stock  shall be  issued  on
conversion  of any Class B Common Stock but, in lieu  thereof,  the  Corporation
shall pay in cash therefor the pro rata fair market value of any such  fraction.
Such  fair  market  value  shall  be  based,  in the  case  of  publicly  traded
securities,  on the last sale price for such securities on the business day next
prior to the date such fair market value is to be  determined  (or, in the event
no sale is made on that day, the average of the closing bid and asked prices for
that day on the principal stock exchange on which Class A Common Stock is traded
or, if the Class A Common  Stock is not then listed on any  national  securities
exchange,  the average of the closing bid and asked prices for the day quoted by
the NASDAQ System),  or, if not publicly  traded,  the fair market value on such
date determined by a qualified  independent  appraiser expert in evaluating such
securities and appointed by the Board of Directors of the Corporation.  Any such
determination of fair market value shall be final and binding on the Corporation
and on each holder of Class B Common Stock or Class A Common Stock.

     3. Dividends

     (a) 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 by the Board of  Directors  from time to
time out of  assets  or funds of the  Corporation  legally  available  therefor,
provided that 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,  except that (i) the Board of Directors  may
declare,  and the  Corporation may pay, an equal or a greater (but not a lesser)
amount per share on the Class A Common  Stock than on the Class B Common  Stock,
in the case of a dividend  payable  solely in cash,  except a  dividend  paid in
partial or complete  liquidation of the Corporation,  which liquidating dividend
shall in any event be paid in the same  amount  per share to  holders of Class A
Common  Stock and Class B Common  Stock;  (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; and (iii) any dividend described in section A.3(b) of this Article
Fourth may be paid as therein described.  The Board of Directors may declare and
pay  dividends  payable  solely in cash to the  holders of Class A Common  Stock
without  declaring  and  paying  dividends  to the  holders of shares of Class B
Common Stock  (except for  dividends in partial or complete  liquidation  of the
Corporation).

     (b) In the event the Corporation shall distribute to the holders of Class A
Common  Stock  and  Class B Common  Stock  the  common  stock  or  substantially
equivalent equity

                                        6





securities of any subsidiary of the  Corporation,  the Board of Directors  shall
have the power, but shall not be obligated,  to capitalize or recapitalize  such
subsidiary   with  classes  of  common  equity  having   powers,   designations,
preferences, and relative, participating,  optional, or other special rights and
qualifications,    limitations,   and   restrictions   thereof,   corresponding,
respectively,  insofar as practicable,  to those of the Class A Common Stock and
Class B Common Stock,  and the Board of Directors of the Corporation  shall have
the power,  but shall not be obligated,  to distribute to the holders of Class A
Common Stock, the shares of the subsidiary with rights corresponding to those of
the Class A Common  Stock and to  distribute  to the  holders  of Class B Common
Stock,  the shares of the subsidiary with rights  corresponding  to those of the
Class B Common Stock;  provided,  however,  that holders of Class A Common Stock
and holders of Class B Common Stock shall  respectively  receive the same number
of shares of such  subsidiary per share of Class A Common Stock and per share of
Class B Common Stock held.

                     4. 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.

                           5.       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
holders of  Preferred  Stock  shall be entitled to receive $50 per share and the
holders of each series of Series  Preferred  Stock  shall  receive an amount for
each share equal to the amount fixed and determined by the Board of Directors in
any  resolution  or  resolutions  providing  for the issuance of any  particular
series of Series  Preferred  Stock,  plus,  in the case of the Series  Preferred
Stock,  an amount  equal to all  dividends  accrued and unpaid on shares of each
series  of Series  Preferred  Stock,  if any,  before  any of the  assets of the
Corporation  shall be  distributed  or paid over to the holders of Common Stock.
After  payments  in full of said amount to the  holders of  Preferred  Stock and
Series  Preferred  Stock,  in  accordance  with sections B and C of this Article
Fourth,  the remaining 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.

     (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.


                                        7





     6. Restrictions on Transfer of Class B Common Stock

     (a)  Without  the  written  consent  of the  holders of  two-thirds  of the
outstanding  shares of Class B Common Stock, no person holding shares of Class B
Common  Stock  (hereinafter  called a "Class B Holder")  may  transfer,  and the
Corporation  shall not  register  the transfer of, such shares of Class B Common
Stock or any  interest  therein,  whether by sale,  assignment,  gift,  bequest,
appointment  or  otherwise,  except  to  a  "Permitted  Transferee".   The  term
"Permitted Transferee" shall mean, with respect to each person from time to time
shown as the record holder of shares of Class B Common Stock, as follows:

     (i) In the case of a Class B Holder who is a natural  person and the holder
of record and beneficial  ownership of shares subject to a proposed transfer,  a
"Permitted Transferee" means:

     (A) The  spouse  of  such  Class  B  Holder,  any  lineal  descendant  of a
grandparent  of such Class B Holder,  and any spouse of such  lineal  descendant
(hereinafter collectively referred to as the "Class B Holder's Family Members);

     (B) The  trustee  of a trust  (including  a voting  trust)  solely  for the
benefit  of such  Class B Holder  and/or  any of such  Class B  Holder's  Family
Members,  provid ed that such trust may also grant a general or special power of
appointment  to one or more of such  Class B  Holder's  Family  Members  and may
permit trust assets to be used to pay taxes,  legacies and other  obligations of
the  trust or of the  estates  of one or more of such  Class B  Holder's  Family
Members payable by reason of the death of any of such Family Members;

     (C) A corporation of which all of the  beneficial  ownership of outstanding
capital stock  entitled to vote for the election of directors are owned by, or a
partnership of which all of the partnership interests entitled to participate in
the management of the  partnership are held by, the Class B Holder or his or her
Permitted Transferees  determined under this subsection (i), provided that if by
reason of any change in the  ownership of such stock or  partnership  interests,
such  corporation  or  partnership  would  no  longer  qualify  as  a  Permitted
Transferee,  all shares of Class B Common Stock then held by such corporation or
partnership  shall,  without  further act on anyone's  part,  be converted  into
shares of Class A Common Stock,  and stock  certificates  formerly  representing
such shares of Class B Common Stock shall  thereupon and thereafter be deemed to
represent the like number of shares of Class A Common Stock;

     (D) An  organization  established  by the  Class B Holder  or such  Class B
Holder's  Family  Members,  contributions  to which are  deductible  for federal
income, estate, or gift tax purposes; or


                                        8





     (E) The executor, administrator or personal representative of the estate of
such  Class B Holder  or the  guardian  or  conservator  of such  Class B Holder
adjudged  disabled  by a court  of  competent  jurisdiction,  acting  in his own
capacity as such.

     (ii) Any other Class B Holder.

     (iii)In  the case of a Class B  Holder  holding  the  shares  subject  to a
proposed transfer as trustee pursuant to a trust,  "Permitted  Transferee" means
(A) the person who  established  such trust and (B) any Permitted  Transferee of
any such transferor determined pursuant to subsection (i) above.

     (iv) In the case of a Class B Holder which is a corporation or partnership,
holding  record and  beneficial  ownership  of shares of Class B Common Stock in
question,  "Permitted  Transferee" means (A) any person that transferred to such
corporation  or  partnership  the shares  that are the  subject of the  proposed
transfer and (B) any Permitted  Transferee of any such person  determined  under
subsection (i) above.

     (v) In the case of a Class B Holder who is the executor,  administrator  or
personal  representative of the estate of a deceased Class B Holder, guardian or
conservator  of the estate of a  disabled  Class B Holder or who is a trustee of
the  estate of a  bankrupt  or  insolvent  Class B  Holder,  and  provided  such
deceased,  disabled,  bankrupt or insolvent Class B Holder,  as the case may be,
was the  record  and  beneficial  owner  of the  shares  subject  to a  proposed
transfer,  "Permitted Transferee" means a Permitted Transferee of such deceased,
disabled, bankrupt or insolvent Class B Holder.

     (vi)  Any  employee  benefit  plan  for the  benefit  of  employees  of the
Corporation or any of its subsidiaries.

     (vii) In the case of a Class B Holder  which is an  employee  benefit  plan
described in subsection.

     (vi) "Permitted  Transferee"  shall include any beneficiary of such plan to
whom  shares  of stock of the  Corporation  may be  distributed,  but only as to
shares so distributable.

     (b) Notwithstanding  anything to the contrary set forth herein, any Class B
Holder  may pledge  such  Holder's  shares of Class B Common  Stock to a pledgee
pursuant  to a bona  fide  pledge  of such  shares as  collateral  security  for
indebtedness  due  to  the  pledgee,  provided  that  such  shares  may  not  be
transferred to or registered in the name of the pledgee and shall remain subject
to the  provisions  of this  section A.6. In the event of  foreclosure  or other
similar  action by the pledgee,  such pledged shares of Class B Common Stock may
only be transferred  to a Permitted  Transferee of the pledgor or converted into
shares of Class A Common Stock, as the pledgee may elect.


                                        9





     (c) For purposes of this section A.6:

     (i) The  relationship  of any person  that is  derived by or through  legal
adoption shall be considered a natural one.

     (ii) Each joint owner of shares of Class B Common Stock shall be considered
a Class B Holder of such shares.

     (iii) A minor for whom shares of Class B Common Stock are held  pursuant to
a Uniform  Gifts to Minors  Act or  similar  law shall be  considered  a Class B
Holder of such shares.

     (iv) Unless  otherwise  specified,  the term  "person"  means both  natural
person and legal entities.

     (d) Any transfer of shares of Class B Common Stock not permitted  hereunder
shall result in the automatic  conversion of such shares of Class B Common Stock
into an equal number of shares of Class A Common Stock  without any further act,
effective as of the date on which the certificate or  certificates  representing
such shares are  presented  for  transfer on the books of the  Corporation.  The
Corporation may, in connection with preparing a list of stockholders entitled to
vote at any meeting of  stockholders,  or as a condition  to the transfer or the
registration  of  shares  of Class B Common  Stock on the  Corporation's  books,
require the furnishing of such  affidavits or other proof as it deems  necessary
to  establish  that any person is the record and  beneficial  owner of shares of
Class B Common Stock or is a Permitted Transferee.

     (e) Shares of Class B Common Stock shall be  registered in the names of the
beneficial owners thereof and not in "street" or nominee name. For this purpose,
a  "beneficial  owner" of any shares of Class 8 Common Stock shall mean a person
who, or any entity  which,  possesses the power,  either  singly or jointly,  to
direct  the  voting or the  disposition  of  shares  of Class B Common  Stock in
question. The Corporation shall note on the certificates representing the shares
of Class B Common Stock that there are restrictions on transfer and registration
of transfer imposed by this section A.6.

     (f) The Board of Directors may, from time to time,  establish practices and
procedures and promulgate rules and regulations,  in addition to those set forth
in this Article Fourth,  and amend or revoke any of such practices,  procedures,
rules and regulations, regarding the evidence necessary to establish entitlement
of any transferee or purported  transferee of Class B Common Stock to vote or to
be registered as such.

                  B.       Series Preferred Stock.
                           ----------------------

     The Board of Directors is hereby authorized to provide by resolution,  from
time to time,  for the  issuance of shares of Series  Preferred  Stock in one or
more series not exceeding the

                                       10





aggregate  number  of  shares  of  Series  Preferred  Stock  authorized  by this
Certificate of Incorporation,  as amended.  With respect to the Series Preferred
Stock,  the Board of Directors  shall determine with respect to each such series
the  voting  powers,  if any  (which  voting  powers if  granted  may be full or
limited), designations,  preferences and relative,  participating,  optional and
other  special  rights,  and the  qualifications,  limitations  or  restrictions
appertaining   thereto,   including  without  limiting  the  generality  of  the
foregoing,  the voting rights appertaining to shares of any series (which may be
applicable generally or only upon the happening and continuance of stated events
or  conditions),  the rate of any dividend to which holders of any series may be
entitled (which may be cumulative or  non-cumulative),  the rights of holders of
any series in the event of liquidation, dissolution or winding up of the affairs
of the Corporation,  and the rights (if any) of holders of any series to convert
or exchange shares of such series for shares of any other class of capital stock
(including  the  determination  of the  price  or  prices  or the  rate or rates
applicable to such rights to convert or exchange and the adjustment thereof, and
the time or times  during  which  the  right to  convert  or  exchange  shall be
applicable);  provided, however, that the Corporation shall not issue any shares
of Series  Preferred  Stock  carrying  in excess of one vote per share or Series
Preferred Stock convertible into Class B Common Stock without the prior approval
of a majority  in interest  of the  holders of the Class B Common  Stock  voting
separately  as a class.  Nothing  contained in this section B shall  prevent the
Board of Directors  of the  Corporation  from  authorizing,  in its  discretion,
series  of Series  Preferred  Stock  having  rights  or  preferences  respecting
dividends  or upon  liquidation,  dissolution  or winding up of the  Corporation
superior, equal or subordinate to any such rights of the Preferred Stock granted
by this  Certificate  of  Incorporation  or the laws of the  State of  Delaware;
provided,  however,  that in the event that shares of Series Preferred Stock are
issued having rights or preferences  respecting dividends or upon liquidation of
the  Corporation  superior  to any  such  rights  of the  Preferred  Stock,  the
Corporation shall redesignate the Preferred Stock by adding to the title thereof
the word "Junior", "Subordinated" or a word or words of similar import.

     Before the Corporation  shall issue any shares of Series Preferred Stock of
any series, a certificate  setting forth a copy of the resolution or resolutions
of the Board of Directors, fixing the voting, powers, designations, preferences,
the  relative,  participating,  optional  or  other  rights,  if  any,  and  the
qualifications, limitations and restrictions, if any, appertaining to the shares
of  Series  Preferred  Stock of such  series,  and the  number of shares of such
series  authorized  by the Board of  Directors  to be issued shall be made under
seal of the Corporation and signed by the President or Vice President and by the
Secretary or an Assistant  Secretary of the Corporation and acknowledged by such
President or Vice President as provided by the laws of the State of Delaware and
shall be filed and a copy thereof recorded in the manner  prescribed by the laws
of the State of Delaware.

                  C.       Preferred Stock.
                           ---------------

     The  Corporation  shall be  authorized  to issue 50,000 shares of Preferred
Stock,  par value $50 per share.  The  Preferred  Stock shall not be entitled to
receive any dividends.

     In the  event  of any  liquidation,  dissolution  or  winding  up  (whether
voluntary or involuntary) of the  Corporation,  holders of Preferred Stock shall
be entitled to be paid S50 per

                                       11





share from the assets of the Corporation  available for distribution  (after any
prior claims of holders of any Series Preferred Stock shall have been satisfied)
before any amount shall be payable to holders of Common Stock.

     The  Corporation  shall have the right until  January 1, 1993 to redeem the
Preferred Stock, or any number of shares thereof, issued and outstanding, at any
time by paying to the  holders  thereof  the sum of $50 per share.  The Board of
Directors of the Corporation  shall have the full power and discretion to select
from the outstanding  Preferred Stock particular  shares for redemption.  In all
instances, the Board of Directors shall have complete authority to determine and
take all  necessary  action  to  effect  the  cancellation  of the  certificates
representing such shares. Upon completion of such actions, the rights of holders
of shares of  Preferred  Stock which have been  redeemed  shall in all  respects
cease,  provided that such holders  shall be entitled to receive the  redemption
price for such shares.  Notice of redemption shall be mailed by the Secretary of
the  Corporation  to  holders  of record of the stock to be  redeemed,  at their
addresses as they shall appear on the records of the  Corporation.  The Board of
Directors  shall have the power to the extent  permitted by law to determine the
source of the funds to be used for redeeming such stock.

     Except as  required  by the laws of the State of  Delaware,  the holders of
Preferred Stock shall not be entitled to vote at any meeting of the stockholders
for the  election  of  directors  or for  any  other  purpose  or  otherwise  to
participate in any action taken by the Corporation or the stockholders  thereof,
or to receive notice of any meeting of stockholders.

     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

                                       12





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 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 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

                                       13





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 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.

     SEVENTH:  The  following  provisions  are inserted for the  regulation  and
conduct of the affairs of the  Corporation,  and it is expressly  provided  that
they are intended to be in furtherance and not in limitation or exclusion of the
powers elsewhere contained herein or in the By-laws or conferred by law:

     (a) The  election of  directors  of the  Corporation  need not be by ballot
unless the By-laws so require.

     (b) The Board of Directors of the Corporation has the power to adopt, amend
or repeal the By-laws of the Corporation.

     (c) Except as otherwise  required by law, at any annual or special  meeting
of  stockholders  only  such  business  shall be  conducted  as shall  have been
properly  brought  before the meeting in accordance  with the provisions of this
Certificate of Incorporation and the By-laws of the Corporation.  In order to be
properly  brought  before the meeting,  such  business must have either been (i)
specified in the

                                       14





written notice of the meeting (or any supplement  thereto) given to stockholders
of record on the  record  date for such  meeting by or at the  direction  of the
Board of  Directors,  (ii)  brought  before the meeting at the  direction of the
Board of  Directors  or the  Chairman of the  meeting,  or (iii)  specified in a
written  notice given by or on behalf of a  stockholder  of record on the record
date for such meeting  entitled to vote thereat or a duly  authorized  proxy for
such stockholder, in accordance with all of the following requirements. A notice
referred to in clause (iii) of this section must be delivered  personally to, or
mailed to and received at, the principal  executive  office of the  Corporation,
addressed  to the  attention  of the  Secretary,  in the case of  business to be
brought before a special  meeting of  stockholders,  not more than ten (10) days
after the date of the initial notice  referred to in clause (i) of this section,
and,  in the  case of  business  to be  brought  before  an  annual  meeting  of
stockholders, not less than ten (10) days prior to the first anniversary date of
the initial  notice  referred to in clause (i) of this  section of the  previous
year's annual meeting; provided, however, that such notice shall not be required
to be given more than 75 days prior to the annual meeting of stockholders.  Such
notice  referred to in clause (iii) of this  section  shall set forth (A) a full
description  of each such item of  business  proposed  to be brought  before the
meeting,  (B) the name of the person proposing to bring such business before the
meeting  and the class and number of shares held of record and  beneficially  by
such  person as of the record  date for the  meeting (if such date has then been
made publicly  available) and as of the date of such notice,  (C) if any item of
such business involves a nomination for director, all information regarding each
such  nominee  that  would be  required  to be set forth in a  definitive  proxy
statement filed with the Securities and Exchange Commission (the "SEC") pursuant
to  Section 14 of the  Securities  and  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), or any successor thereto,  and the written consent of each such
nominee  to serve,  if  elected,  and (D) all other  information  that  would be
required to be filed with the SEC if, with respect to the  business  proposed to
be brought  before  the  meeting,  the person  proposing  such  business  were a
participant in a  solicitation  subject to Section 14 of the Exchange Act or any
successor  thereto.  No business  shall be brought  before any annual or special
meeting of  stockholders  otherwise  than as  provided  in this  section  (c) of
Article Seventh.

     (d) Special meetings of stockholders may be called only at the direction of
the Board of  Directors  by  resolution  adopted  by the  affirmative  vote of a
majority of the entire Board of Directors,  by the President of the  Corporation
or by the holders of not less than 25% of all the shares entitled to vote at the
meeting.

     (e) At every meeting of  stockholders,  the President or, in the absence of
the President,  the Executive  Vice President or Vice President  selected by the
President,  shall act as Chairman of the  meeting.  The  Chairman of the meeting
shall have the sole authority to prescribe the agenda and rules of order for the
conduct of each meeting of stockholders  and to determine all questions  arising
thereat relating to the order of business and the conduct of the meeting, except
as otherwise required by law.

     EIGHTH:  To the  fullest  extent now or  hereafter  permitted  by law,  the
Corporation reserves the right to amend, alter, change, supplement or repeal any
provision of this  Certificate of  Incorporation,  as from time to time amended,
altered,  changed,  supplemented  or repealed,  and all rights of  stockholders,
directors and officers are subject to this express reservation.


                                       15




     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 6th day of
April, 2000. 

                                        AUDIOVOX CORPORATION


                                        By:s/ John J. Shalam   
                                        -----------------------
                                        John J. Shalam, President


                                        By:s/ Chris Lis Johnson
                                        -----------------------
                                        Chris Lis Johnson, Secretary


                                       16