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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                            )                           
                                                        
                            )   File No. EB-06-SE-174   
     In the Matter of                                   
                            )   Acct. No. 200932100046  
     Audiovox Corporation                               
                            )   FRN No. 0017363979      
                                                        
                            )                           


                                     ORDER

   Adopted: February 12, 2009 Released: February 13, 2009

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and Audiovox Corporation
       ("Audiovox"). The Consent Decree terminates an investigation by the
       Bureau into whether certain satellite radio equipment imported and
       marketed by Audiovox and intended for use with XM Radio, Inc.'s ("XM")
       satellite radio service complies with Section 302(b) of the
       Communications Act of 1934, as amended ("Act"), and Parts 2 and 15 of
       the Commission's rules ("Rules). 

    2. The Bureau and Audiovox have negotiated the terms of the Consent
       Decree that resolve this matter. A copy of the Consent Decree is
       attached hereto and incorporated by reference.

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree and terminating the investigation.

    4. In the absence of material new evidence relating to this matter, we
       conclude that our investigation raises no substantial or material
       questions of fact as to whether Audiovox possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the Act, 
       and Sections 0.111 and 0.311 of the Rules, the Consent Decree attached
       to this Order IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    7. IT IS FURTHER ORDERED that all third-party complaints against Audiovox
       before the Bureau related to the above-captioned-investigation as of
       the date of this Consent Decree ARE DISMISSED.

    8. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to Mr. Patrick M. Lavelle, President and Chief Executive
       Officer, Audiovox Corporation, 180 Marcus Blvd., Hauppauge, New York
       11788, and to its counsel, Albert H. Kramer, Esq., Dickstein Shapiro
       LLP, 1825 Eye Street NW, Washington DC 20006-5403.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                            )                           
                                                        
                            )   File No. EB-06-SE-174   
     In the Matter of                                   
                            )   Acct. No. 200932100046  
     Audiovox Corporation                               
                            )   FRN No. 0017363979      
                                                        
                            )                           


                                 CONSENT DECREE

   The Enforcement Bureau ("Bureau") and Audiovox Corporation ("Audiovox"),
   by their authorized representatives, hereby enter into this Consent Decree
   for the purpose of terminating the Bureau's investigation into whether
   certain satellite radio equipment imported and marketed by Audiovox and
   intended for use with XM Radio, Inc.'s ("XM") satellite radio service
   complies with Section 302(b) of the Communications Act of 1934, as
   amended, and Parts 2 and 15 of the Commission's rules.

   I. DEFINITIONS

    1. For the purposes of this Consent Decree, the following definitions
       shall apply:

    a. "Act"  means the Communications Act of 1934, as amended, 47 U.S.C. S:
       151 et seq.

    b. "Adopting Order" means an Order of the Bureau adopting the terms of
       this Consent Decree without change, addition, deletion, or
       modification.

    c. "Audiovox" means Audiovox Corporation and its predecessors-in-interest
       and successors-in-interest.

    d. "Bureau" means the Enforcement Bureau of the Federal Communications
       Commission.

    e. "Commission" and "FCC" mean the Federal Communications Commission and
       all of its bureaus and offices.

    f. "Complaints" means third-party complaints that may have been received
       by, or are in the possession of, the Commission or Bureau alleging
       that certain radio receivers imported by Audiovox and intended for use
       with XM's satellite radio service are not or may not be in compliance
       with Section 302(b) of the Act and Parts  2 and  15 of the Rules.

    g. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 8.

    h. "Effective Date" means the date on which the Bureau releases the
       Adopting Order.

    i. "Investigation" means the investigation commenced by the Bureau's May
       10, 2006, Letter of Inquiry regarding whether certain satellite radio
       receivers (with wireless FM modulators) imported and marketed by
       Audiovox and intended for use with XM Radio, Inc.'s ("XM") satellite
       radio service comply with Section 302(b) of the Act and Parts  2 and 
       15 of the Rules.

    j. "Parties" means Audiovox and the Bureau.

    k. "Rules" means the Commission's regulations found in Title 47 of the
       Code of Federal Regulations.

   II. BACKGROUND

    2. Pursuant to Section 302(b) of the Act and Parts 2 and 15 of the Rules,
       certain radio frequency devices, including wireless FM modulators,
       must be authorized in accordance with the processes set forth in the
       Rules and comply with all applicable technical standards prior to
       importation into, or marketing in, the United States.

    3. On May 10, 2006, the Bureau issued a Letter of Inquiry ("LOI") to
       Audiovox initiating an investigation into the manufacture,
       authorization, importation, distribution and marketing of certain
       satellite radio receivers (with wireless FM modulators) intended for
       use with XM's satellite radio service.  The May 10, 2006 LOI directed
       Audiovox, among other things, to submit a sworn written response to a
       series of questions relating to potential violation of the operating
       bandwidth specifications and/or the radiated emission limits of
       sections 15.239(a) and/or 15.239(b) of the Rules. Audiovox responded
       to the May 10, 2006 LOI on June 22, 2006.

   III. TERMS OF AGREEMENT

    4. Adopting Order. The Parties agree that the provisions of this Consent
       Decree shall be subject to final approval by the Bureau by
       incorporation of such provisions by reference in the Adopting Order
       without change, addition, modification, or deletion.

    5. Jurisdiction. Audiovox agrees that the Bureau has jurisdiction over it
       and the matters contained in this Consent Decree and has the authority
       to enter into and adopt this Consent Decree.

    6. Effective Date; Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the Bureau releases the
       Adopting Order. Upon release, the Adopting Order and this Consent
       Decree shall have the same force and effect as any other Order of the
       Bureau. Any violation of the Adopting Order or of the terms of this
       Consent Decree shall constitute a separate violation of a Bureau
       Order, entitling the Bureau to exercise any rights and remedies
       attendant to the enforcement of a Commission Order.

    7. Termination of Investigation. In express reliance on the covenants and
       representations in this Consent Decree and to avoid further
       expenditure of public resources, the Bureau agrees to terminate its
       investigation and dismiss the Complaints. In consideration for the
       termination of said investigation and dismissal of the Complaints,
       Audiovox agrees to the terms, conditions, and procedures contained
       herein. The Bureau further agrees that in the absence of new material
       evidence, the Bureau will not use the facts developed in this
       investigation through the Effective Date of the Consent Decree, or the
       existence of this Consent Decree, to institute, on its own motion, any
       new proceeding, formal or informal, or take any action on its own
       motion against Audiovox concerning the matters that were the subject
       of the investigation. The Bureau also agrees that it will not use the
       facts developed in this investigation through the Effective Date of
       this Consent Decree, or the existence of this Consent Decree, to
       institute on its own motion any proceeding, formal or informal, or
       take any action on its own motion against Audiovox with respect to
       Audiovox's basic qualifications, including its character
       qualifications, to be a Commission licensee or hold Commission
       authorizations.

    8. Compliance Plan. For purposes of settling the matters set forth
       herein,  Audiovox agrees to create within 30 days  and maintain  a
       Compliance Plan related to future compliance with the Act, the
       Commission's Rules, and the Commission's Orders. The Plan will provide
       for the following components:

    a. Compliance Officer. Audiovox will designate a Compliance Officer who
       will be responsible for implementing and administering the Compliance
       Plan.

    b. Compliance Measures. Audiovox will establish procedures to ensure that
       Audiovox maintains its control over products to be licensed to
       Audiovox throughout the equipment authorization process, from testing
       and/or submission for testing to final certification. The procedures
       will be designed also to ensure there is no material variance between
       the product as tested for certification and as manufactured and sold.
       All employees involved in the process will be instructed in the
       procedures and the need for adherence to them.

    9. Compliance Reports. Audiovox will file reports with the Commission
       ninety days after the Effective Date, twelve months after the
       Effective Date, and twenty-four months after the Effective Date. Each
       report shall include a compliance certificate from an officer, as an
       agent of Audiovox, stating that the officer has personal knowledge
       that Audiovox has established operating procedures intended to ensure
       compliance with this Consent Decree, together with an accompanying
       statement explaining the basis for the officer's compliance
       certification. All reports shall be submitted to Chief, Spectrum
       Enforcement Division, Enforcement Bureau, Federal Communications
       Commission, 445 12th Street, S.W., Washington, D.C. 20554. All reports
       shall also be submitted electronically to Neal McNeil at
       Neal.McNeil@fcc.gov and to Kathy Berthot at Kathy.Berthot@fcc.gov.

   10. Termination Date. Unless stated otherwise,  the requirements of this
       Consent Decree will expire twenty-four months after the Effective
       Date.

   11. Voluntary Contribution. Audiovox agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of five
       thousand dollars ($5,000). The payment will be made within 30 days
       after the Effective Date of the Adopting Order. The payment must be
       made by check or similar instrument, payable to the order of the
       Federal Communications Commission. The payment must include the
       Account Number and FRN Number referenced in the caption to the
       Adopting Order. Payment by check or money order may be mailed to
       Federal Communications Commission, P.O. Box 979088, St. Louis, MO
       63197-9000. Payment by overnight mail may be sent to U.S. Bank -
       Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St.
       Louis, MO 63101. Payment by wire transfer may be made to ABA Number
       021030004, receiving bank TREAS/NYC, and account number 27000001. For
       payment by credit card, an FCC Form 159 (Remittance Advice) must be
       submitted. When completing the FCC Form 159, enter the Account number
       in block number 23A (call sign/other ID), and enter the letters "FORF"
       in block number 24A (payment type code). Audiovox will also send
       electronic notification on the date said payment is made to
       Neil.McNeil@fcc.gov and Kathy.Berthot@fcc.gov.

   12. Waivers. Audiovox waives any and all rights it may have to seek
       administrative or judicial reconsideration, review, appeal or stay, or
       to otherwise challenge or contest the validity of this Consent Decree
       and the Order adopting this Consent Decree, provided the Bureau issues
       an Order adopting the Consent Decree without change, addition,
       modification, or deletion. Audiovox shall retain the right to
       challenge Commission interpretation of the Consent Decree or any terms
       contained herein. If either Party (or the United States on behalf of
       the Commission) brings a judicial action to enforce the terms of the
       Adopting Order, neither Audiovox nor the Commission shall contest the
       validity of the Consent Decree or the Adopting Order, and Audiovox
       shall waive any statutory right to a trial de novo. Audiovox hereby
       agrees to waive any claims it may otherwise have under the Equal
       Access to Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S: 1.1501 et
       seq., relating to the matters addressed in this Consent Decree.

   13. Invalidity. In the event that this Consent Decree in its entirety is
       rendered invalid by any court of competent jurisdiction, it shall
       become null and void and may not be used in any manner in any legal
       proceeding.

   14. Subsequent Rule or Order. The Parties agree that if any provision of
       the Consent Decree conflicts with any subsequent rule or Order adopted
       by the Commission (except an Order specifically intended to revise the
       terms of this Consent Decree to which Audiovox does not expressly
       consent) that provision will be superseded by such Commission rule or
       Order.

   15. Successors and Assigns. Audiovox agrees that the provisions of this
       Consent Decree shall be binding on its successors, assigns, and
       transferees. 

   16. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. The
       Parties further agree that this Consent Decree does not constitute
       either an adjudication on the merits or a factual or legal finding or
       determination regarding any compliance or noncompliance with the
       requirements of the Act or the Commission's Rules and Orders.

   17. Modifications. This Consent Decree cannot be modified without the
       advance written consent of both Parties.

   18. Paragraph Headings. The headings of the Paragraphs in this Consent
       Decree are inserted for convenience only and are not intended to
       affect the meaning or interpretation of this Consent Decree.

   19. Authorized Representative. Each party represents and warrants to the
       other that it has full power and authority to enter into this Consent
       Decree.

   20. Counterparts. This Consent Decree may be signed in any number of
       counterparts (including by facsimile), each of which, when executed
       and delivered, shall be an original, and all of which counterparts
       together shall constitute one and the same fully executed instrument.


     _______________________________    
                                        
     Kris Anne Monteith                 
                                        
     Chief                              
                                        
     Enforcement Bureau                 
                                        
     ________________________________   
                                        
     Date                               
                                        
     ________________________________   
                                        
     Thomas C. Malone                   
                                        
     Senior Vice President              
                                        
     Audiovox Corporation               
                                        
     ________________________________   
                                        
     Date                               


   47 U.S.C. S: 302a(b).

   47 C.F.R. S: 2.1 et seq. and S: 15.101 et seq.

   47 U.S.C. S: 154(i).

   47 C.F.R. S:S: 0.111, 0.311.

   47 U.S.C. S: 302a(b).

   47 C.F.R. S: 2.1 et seq. and S: 15.101 et seq.

   47 U.S.C. S: 302a(b).

   47 C.F.R. S:S: 2.1 et seq. and 15.1 et seq.

   See Letter from Kathryn S. Berthot, Deputy Chief, Spectrum Enforcement
   Division, Enforcement Bureau to Mr. Patrick Lavelle, President, Audiovox
   Corporation ("May 10, 2006 LOI").

   47 U.S.C. S: 302a(b).

   47 C.F.R. S:S: 2.1 et seq. and 15.1 et seq.

   See May 10, 2006 LOI.

   See Letter from Albert H. Kramer, Esq., Dickstein Shapiro Morin & Oshinsky
   LLP, to Neal McNeil, Spectrum Enforcement Division, Enforcement Bureau
   (June 22, 2006).

   Federal Communications Commission DA 09-229

   2

   Federal Communications Commission DA 09-229

   Federal Communications Commission DA 09-229

   4

   Federal Communications Commission DA 09-229