EXHIBIT 10(a)

AGREEMENT

THIS AGREEMENT, dated as of January 1, 1996 (the "Effective Date") is made by and between Albert G. McGrath, Jr., having an address at 71 White Oak Ridge Road, Short Hills, New Jersey 07078 ("McGrath"), and EMERSON RADIO CORP., a Delaware corporation having an address at Nine Entin Road, Parsippany, New Jersey 07054 (the "Company").

WITNESSETH

WHEREAS, McGrath and the Company entered into an Employment Agreement (the "Employment Agreement") dated as of August 15, 1992; and

WHEREAS, McGrath has performed services pursuant to the Employment Agreement and the Company has compensated McGrath for such services; and

WHEREAS, McGrath and the Company desire to modify the relationship contemplated by the Employment Agreement in accordance with the terms hereof; and

WHEREAS, the parties wish to set forth the terms and conditions of the relationship between McGrath and the Company commencing as of the Effective Date and continuing thereafter for a period of twelve months until December 31, 1996 (the "Term"); and

WHEREAS, the parities desire to protect the Company's proprietary and confidential business information and other lawful business interests;

NOW THEREFORE, in consideration of the mutual obligations set forth herein, receipt of which is hereby acknowledged, the parties agree as follows:

1. Definitions.

The following capitalized words and phrases shall have the meanings specified when used in this Agreement, unless the context clearly indicates otherwise:

1.1. "Agreement" means this Agreement, as it may from time to time be amended or modified.

1.2. "Company" shall mean Emerson Radio Corp. and any of its divisions, subsidiaries, parents, affiliates, successors-in-interests, predecessors-in-interests, benefit plans or assigns thereof, and any officer, director, managing agent, employee, administrator, fiduciary, a gent or other representative of any of the foregoing.

2. Termination of Employment Agreement and Agreement to Provide Consulting Services.

2.1. The Employment Agreement and employment of McGrath as an officer of the Company and any other employment McGrath has or had with the Company shall be and hereby is terminated by mutual consent as of the Effective Date and he shall be paid his salary and receive all benefits under the Employment Agreement up to December 31, 1995. All duties and obligations of McGrath under the Employment Agreement and in respect of any such employment are ended as of the Effective Date, and all duties and obligations of the Company to McGrath in respect thereof are terminated at such time, except as otherwise provided herein.

2.2. McGrath hereby resigns, without any further action required, from all offices of the Company, effective as of the Effective Date. McGrath also waives any claim or right to reinstatement. The Company hereby accepts such resignation from such offices. Subject to the provisions of Section 9.3, the Company acknowledges that upon the execution of this Agreement by McGrath, all of McGrath's affirmative obligations under the Employment Agreement will have been performed in full.

2.3. McGrath agrees to provide to the Company consulting services during the Term from time to time at the direct request of the Company's President, Chief Executive Officer, Chief Financial Officer or General Counsel (or person substantially performing such functions), provided that the furnishing of such services does not unduly interfere with the performance by McGrath with any duties required of him by his employer or by self- employment. Such matters shall include, to the extent necessary, but not be limited to: (a) the Cineral litigation, (b) the Otake and related persons litigation and (c) various trademark and license matters.

3. Payments to McGrath.

3.1. In consideration of whatever consulting services are referred to in Section 2.3 and the other consideration provided herein, the Company agrees to pay McGrath in the ordinary course of business the aggregate sum of Two Hundred Ten Thousand and no/100 dollars ($210,000) to be paid in equal bi-weekly installments for a period of twelve (12) months commencing on the Effective Date in accordance with the Company's present payroll practice (the "Consulting Payments"). In the event that the Company's present payroll policy is changed, the bi-weekly installments shall be changed to conform with such payroll policy for any Consulting Payments remaining due during the Term.

3.2. The Company may deduct or withhold from any payment required to be made to McGrath hereunder an amount as may be necessary to satisfy the Company's obligation with respect to any applicable income and employment tax withholding under applicable federal and state laws.

4. [INTENTIONALLY OMITTED]

5. Vacation Benefits.

5.1. The parties agree that any accrual of vacation benefits by McGrath shall and does permanently cease as of the Effective Date.

5.2 McGrath acknowledges that he has used and the Company has fully compensated him for any accrued vacation benefits and no payment for vacation benefits is due or owing or will be due and owing hereunder.

6. Pension Benefits.

McGrath shall be entitled to continue to participate in and remain eligible for the Company's Employee Savings Plan during the Term provided that the Company shall have no obligation whatsoever to pay or otherwise provide for any contributions whatsoever. Nothing herein is intended or should be construed as changing, rescinding or modifying any vested rights to pension benefits or the Company's Employee Savings Plan benefits McGrath may have under any such pension benefits or Employee Savings Plan as of the Effective Date.

7. Health, Life, Disability and Liability Insurance Plans.

7.1. McGrath understands and agrees that the Company will continue at its expense his existing coverage under the Company's health, dental, life and disability insurance plans during the Term to the extent legally permissible under the Company's health, life and disability insurance plans and applicable federal and state law; provided that McGrath fulfill such requirements as may be reasonably requested by the Company's insurers.

7.2. If McGrath secures full-time employment before the completion of the Term and becomes covered under any other employer's plan to at least the same extent as the existing health, life and disability coverage provided to McGrath by the Company, he understands that coverage under the company's health, life and disability insurance plans shall end upon the date of such coverage by the new employer's plan.

7.3. To the extent permissible by the Company's insurers, and applicable federal and state law, if McGrath's health insurance coverage terminates solely because of a change in insurance carrier, McGrath shall be accorded the right to participate at the Company's expense in and receive benefits under and in accordance with the provisions of any Company plan relating to medical insurance or reimbursement to the extent such plan is in existence from time to time for the benefit of executives of the Company. McGrath shall then be entitled to participate in such medical plan to the same extent as persons holding comparable positions in the Company from time to time. The Company may discontinue any such plan at any time or times, without any liability to McGrath. The parties agree that under no circumstances shall the Company be required to make any payments other than insurance premiums.

7.4. For purposes of COBRA, 29 U.S.C. Section 1161-1168, McGrath's termination is denominated as of December 31, 1996.

7.5. The Company shall, at its sole expense, (i) continue the existing legal malpractice insurance coverage and (ii) pay for the benefit of McGrath all sums which are or may be construed as deductible amounts not otherwise payable by the insurer pursuant to the coverage described in 7.5(i) above each such obligation to be honored in accordance with the terms of and for the period required under Section 4 of the Employment Agreement.

8. Full Satisfaction.

McGrath agrees that the payments and credits described in this Agreement shall be in full satisfaction of any and all claims against the Company for payment of any nature whatsoever, including but not limited to all forms of compensation, benefits, stock options (other than the options to purchase 66,667 shares of the Company's Common Stock which have vested pursuant to the terms of the applicable plan; the remaining options to purchase 133,333 shares of the Company's Common Stock having been cancelled as of the Effective Date), severance pay, salary, bonuses and perquisites that McGrath has or may have against the Company, whether matured or unmatured and whether known or unknown, arising out of the Employment Agreement, McGrath's employment relationship, status as an officer, the termination of McGrath's status as an officer of the Company or any other agreement or promise, whether oral or written, which McGrath may have with the Company. The Company shall request the Committee administering the Emerson Radio Corp.Stock Compensation Program to extend the applicable exercise date from 90 days to six months pursuant to Article 13 of such program

9. Releases.

9.1. Except as set forth below, in consideration of the provisions of this Agreement and for other good and sufficient consideration, receipt of which is hereby acknowledged, McGrath hereby fully and forever releases and discharges the Company from all actions, causes of actions, suits, covenants, contracts, controversies, agreements, promises, claims, and demands in law or equity (regardless of whether or not know at present), which McGrath ever had, now has, or hereafter may have against the Company, including, but not limited to (a) claims related to the payment of compensation and benefits,
(b) claims for breach of the Employment Agreement, (c) claims for wrongful discharge, (d) rights and claims alleging a violation of the Age Discrimination in Employment Act of 1967, as amended 29 U.S.C. Section 621 et seq., as of the date this Agreement is executed, (e) claims pursuant to any federal, state or local law regarding discrimination based on race, color, creed, age, sex, religion, marital status, affectation or sexual orientation, disability , atypical hereditary or cellular blood traits, ancestry, national origin, draft liability or veteran status, (f) claims for alleged violation of any other local, state, or federal law, regulations, ordinances or public policy having any bearing whatsoever on the terms or conditions of McGrath's employment with the Company or the termination of such employment, (g) claims pursuant to common law under tort, contract or any other theories now or hereafter recognized, (h) claims related in any way to the stock options of the Company and (i) any other claims arising directly or indirectly by any reason whatsoever out of McGrath's employment relationship or the termination of McGrath's employment relationship with the Company.

9.2. In consideration of the provisions of this Agreement and for other good and sufficient consideration, receipt of which is hereby acknowledged, the Company hereby fully and forever releases and discharges McGrath from all actions, causes of actions, suits, covenants, contracts, controversies, agreements, promises, claims, and demands in law or equity (regardless of whether or not know at present), which the Company ever had, now has, or, excluding breaches of this Agreement, hereafter may have against McGrath.

9.3. Notwithstanding the provision of Section 9.1, any claims by McGrath (a) for indemnification, contribution, advance, reimbursement or defense under any provisions of the Company's and its successors' and/or assigns' charter, By-laws, and any applicable policy, or applicable law,
(b) arising out of or relating to events, acts or omissions under the Company's director and officer liability insurance coverage and (c) relating solely to events arising subsequent to the effective date of this Agreement or from any breaches of this Agreement shall not be released.

9.4. McGrath understands that there are various state and federal laws that prohibit employment discrimination on the basis of age, sex, race, color, national origin, religion, disability and other categories, and that these laws are enforced by the courts and various government agencies. McGrath intends to give up any rights he may have under these laws or any other laws with respect to his employment with the Company, or the termination of that employment.

10. Protection of Confidential Information.

10.1 Except as otherwise provided by law or judicial order and notwithstanding the fact that the parties hereby agree to terminate effective January 1, 1996 the non-compete covenant in paragraph 6(c) of the Employment Agreement and of the application to McGrath of any other Company policies regarding non-competition, and subject to the attorney/client and work product privileges applicable to McGrath's services to the Company, McGrath whether directly or indirectly, either alone or jointly with any person, firm or corporation and whether as a principal, servant or agent, shall not at any time make, use for his own purposes or divulge to any person, firm or corporation any information or fact (excluding information which is generally available to the public or which the Company has previously made publicly available and excluding such information as is required to be divulged to a government agency or pursuant to lawful process) relating to the management, business (including prospective business), finances, inventions, technologies or technical processes of the Company or its customers, or the terms of any contracts between the Company and any of its customers, which have come to the knowledge of McGrath during his employment by the Company which is confidential, provided that nothing in this paragraph shall prevent McGrath from using his own skill in business in which he may lawfully be engaged. McGrath agrees that he will not during the Term accept employment with or furnish services for, directly or indirectly, Otake Corp., Orion Sales Corp. Grand Prix or Sanyo Corp. or any of their respective affiliates.

10.2 Concurrently with the execution of this Agreement, McGrath represents that he has surrendered or will surrender to the Company any and all Confidential Material.

10.3 "Confidential Material" shall mean all information of any kind or nature pertaining to the Company which is not generally available to the public, including, but not limited to, attorney/client and work product privileged information, information relating to the Company's agreements, proprietary rights, research, developments, inventions, know-how, trade secrets, patents, patent applications, environmental matters, documents of any kind and manuals, technical advances, commercial arrangements, manufacture, engineering, products, accounting, sales, strategies, tax returns, financial records and statement, marketing, customers or customers lists, dealings with government agencies, and any information of a like nature furnished to or obtained by McGrath from the Company during his employment by the Company relating to activities of third parities which said third party or parties have transmitted to the Company under any agreement or arrangement to hold the same secret or confidential and any and all documents, memoranda, records, files, letters, specifications or other papers, computer disks or other affairs of the Company.

10.4 The Company shall cause to be returned to McGrath all of McGrath's personal property that is in the possession of the Company and McGrath shall cause to be returned to the Company all of the Company's equipment that is in the possession of McGrath.

10.5 McGrath hereby covenants with the Company that he will not, for any reason whatsoever and whether directly or indirectly, either alone of jointly with any person, firm or corporation and whether as principal, servant or agent in any way make any negative comment about the Company to third parties or disparage its business capabilities, products, plans or management to any supplier, vendor, contractor, creditor, shareholder, media, subcontractor, competitor or customer of the Company .

10.6 The Company hereby covenants with McGrath that its executive officers, board members and public relations firm will not, for any reasons whatsoever and whether directly or indirectly, either alone or jointly with any person, firm or corporation and whether as principal, servant or agent in any way make any negative comment about McGrath to third parties.

11. Confidentiality.

11.1. Except as provided in Sections 11.2 and 11.3 hereof and as otherwise provided by law or judicial order, the parties agree that the terms and conditions of this Agreement shall remain confidential between them and shall not be disclosed to any other person.

11.2. Notwithstanding the provision of Section 11.1, nothing in this Agreement shall prevent McGrath from discussing this Agreement in confidence with his attorneys, financial advisers, or members of his immediate family or with any federal or sate taxing authority; provided, however, that before disclosing any such information to any such person, McGrath shall advise such person that the terms of the Agreement are confidential.

11.3. Notwithstanding the provision of Section 11.1, the Company shall be entitled to make any disclosure which it deems necessary in order to comply with any applicable securities statutes and regulations and securities exchange rules.

12. Miscellaneous.

12.1. This Agreement contains the entire Agreement of the parties with respect to its subject matter hereof and supersedes all prior negotiations and agreements among them.

12.2. This Agreement may be modified, altered or terminated only upon the express written consent of the parties hereto, which consent must be signed by the parities.

12.3. In the event a court of competent jurisdiction determines there exists any default or breach by the Company or McGrath of this Agreement, (i) INTENTIONALLY OMITTED and (ii) the release under Section 9 by the non-breaching party shall be void and he or it shall be free to pursue any claims which existed piror to execution of this Agreement.

12.4. The parties mutually warrant that they: (a) have negotiated and consulted with counsel with respect to the terms hereof, (b) have read this Agreement, (c) understand all the terms and conditions hereof, (d) are not incompetent or had a guardian, conservator or trustee appointed for them and
(e) entered into this Agreement of their own free will and volition.

12.5. The waiver of any party of a breach of any provision hereof shall not operate or be construed as a waiver of any subsequent breach by any party.

12.6. The article headings contained herein are for convenience only and shall not in any way affect the interpretation, construction or enforceability of any provision of this Agreement.

12.7. This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey, exclusive any choice of law rules.

12.8. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement.

12.9. This Agreement shall not be assignable by McGrath, but it shall be binding upon, and shall inure to the benefit of his heirs, executors, administrator, devises and legal representatives.

12.10. McGrath acknowledges and agrees that he is entitled to at least twenty-one days within which to consider this Agreement and the Company advised him to consult an attorney prior to executing this Agreement.

12.11. McGrath's waiver of claims, if any, alleging a violation for the Age Discrimination in Employment Act of 1967, as amended, shall become effective and enforceable on the eighth day after execution by McGrath. The parities understand and agree that McGrath may revoke his waiver of claims under the Age Discrimination in Employment Act of 1967, as amended, after having executed this Agreement by so advising the Company in writing, provided such writing is received by the Company at the address listed below for notices to the Company no later than 11:59 p.m. on the seventh day after McGrath's execution of this Agreement.

12.12. All notices, requests, demands, and other communications hereunder shall be sent to the following by certified mail, return receipt requested.

Notices to McGrath:

Mr. Albert G. McGrath, Jr.
71 White Oak Ridge Road
Short Hills, New Jersey 07078

Notices to the Company:

Mr. Eugene I. Davis
President
Emerson Radio Corp.
Nine Entin Road
P.O. Box 430
Parsippany, New Jersey 07054-0430

Any party may designate other addresses and recipients at any time by sending written notice of such changes to the other party hereto.

12.13. MCGRATH ACKNOWLEDGES AND AGREES THAT HE HAS READ AND FULLY UNDERSTANDS THE MEANING OF EACH PROVISION OF THIS AGREEMENT, INCLUDING SPECIFICALLY THE RELEASES CONTAINED HEREIN. MCGRATH FURTHER ACKNOWLEDGES AND AGREES THAT HE HAS BEEN ADVISED IN WRITING BY THE COMPANY TO CONSULT COUNSEL, THAT HE HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY CONCERNING THIS AGREEMENT AND THAT HE FREELY AND VOLUNTARILY ENTERS INTO IT.

12.14. McGrath irrevocably consents that any legal action or proceeding against him or any of his property, or brought by him, with respect to this Agreement may only be brought in any state or federal court located in the County of Morris, State of New Jersey, as the Company may elect, and by execution and delivery of this Agreement McGrath hereby submits to and accepts with regard to any such action or proceeding for himself and in respect of his property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. McGrath hereby irrevocably waives to the fullest extent permitted by law, any objection which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in a state or federal court located in the County of Morris and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in a state or federal court located in the County of Morris has been brought in an inconvenient forum.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

WITNESS:

/s/ Sharon Wilkin                           /s/ Albert G. McGrath, Jr.
    Sharon Wilkin                               Albert G. McGrath, Jr.



ATTEST:                                         EMERSON RADIO CORP.



/s/ Albert G. McGrath, Jr.                      /s/ Geoffrey P. Jurick
    Albert G. McGrath, Jr.                          Geoffrey P. Jurick, Chief
                                                     Executive Officer

ACKNOWLEDGMENT

STATE OF NEW JERSEY )

) ss:

COUNTY OF MORRIS )

On January 12, 1996, before me, Rosemary A. Falb, personally came Geoffrey P. Jurick, Chief Executive Officer of EMERSON RADIO CORP. (the "Company"), to me known, and known to me to hold the position of Chief Executive Officer with the Company, and who executed the foregoing Agreement on behalf of the Company, and duly acknowledged to me that he executed the same and was authorized to do so on behalf of the Company.

/s/ Rosemary A. Falb
    Rosemary A. Falb
    Notary Public

ACKNOWLEDGMENT

STATE OF NEW JERSEY )

)ss:

COUNTY OF MORRIS )

On January 12, 1996, before me, Rosemary A. Falb, personally came Albert G. McGrath, Jr., to me known, and known to me to be the individual described herein, and who executed the foregoing Agreement and duly acknowledged to me that he voluntarily executed the same.

/s/ Rosemary A. Falb
    Rosemary A. Falb
     Notary Public

EXHIBIT 10(b)

January 31, 1996

Mr. Merle Eakins
5305 Shady Pines
Knoxville, TN 37919

Dear Merle:

This letter when signed by you will confirm the terms upon which you are leaving the employ of Emerson Radio Corp. ("Emerson"). You should read it carefully and consult with your own counsel. It includes a release and waiver of any claims you may have against Emerson and its affiliated entities, including any claims for age or other discrimination.

1. You will have resigned as of the close of business today, January 31, 1996 ("Termination Date"), and you and we agree that except as specifically set forth in this letter agreement, your employment and your Employment Agreement, dated as of July 13, 1993, between you and us are each terminated by your resignation as of the Termination Date.

2. Your obligations relating to maintaining the confidential nature of our information entrusted to you, whether or not in writing, and all financial information known to you and trade secrets, provided in the Emerson Radio Corp. Employee Confidentiality and Non-Disclosure Policy ("policy") attached to this letter agreement, the terms of which are incorporated herein, along with the non-solicitation obligations set forth in your employment agreement shall continue. Nothing in the policy, however, shall be deemed to extend your employment beyond January 31, 1996. The parties hereby agree, however, that you are released from the provisions of your employment agreement pertaining to non-competition. Notwithstanding the above, except for the non-competition provision, the parties agree that the terms and conditions in your employment agreement which survive termination shall not be affected and shall remain unchanged and in full force and effect.

3. Although Emerson is not obligated to do so, and as full consideration for your commitments herein and the releases provided below, upon acceptance by you, Emerson shall, in exchange for your agreement to provide consulting services to Emerson through July 31, 1996, pay to you an amount equal to $97,500.00 in twelve equal semi-monthly payments of $8,125.00 through July 31, 1996 ("Consulting Period"). As and for your consulting services, you agree to make yourself reasonably available to Emerson and its officers for the purpose of, among other things, ongoing or existing projects and transitional matters with respect to marketing and sales. Emerson agrees to reimburse you for any reasonable expenses related to your consulting services upon Emerson's prior written approval, including reasonable charges for travel, telephone, etc.

4. The following benefits shall terminate as of the date of your resignation: Medical and dental coverages, basic and supplemental life insurance, and any other benefits or privileges obtained as an employee of the Company, except as set forth herein. Additionally, since you are no longer an employee, you are not eligible to receive the automobile allowance, to continue contributing to the Employee Savings Plan or to have long term disability coverage after your resignation, and you are not accruing vacation or sick leave through the Consulting Period. Emerson agrees to make the COBRA premium payments and the group term life insurance premium payments (to the extent paid for by the Company while you were employed with the Company and if available in accordance with the policy for such insurance) on your behalf until the earlier of your obtaining other full-time employment or the end of the Consulting Period.

You will receive information on continuing your medical and dental coverages as provided under COBRA.

The total vested value of your account in Emerson's Employee Savings Plan as of your resignation date will be distributed to you in accordance with the Plan's procedure. You will be receiving in the mail from the Company information pertaining to the required withholding of federal income taxes from your distribution from the Savings Plan.

The parties hereby acknowledge that the options granted to you to purchase up to a total of 40,000 shares of Emerson Common Stock, pursuant to Emerson's Stock Compensation Program, became one-third vested as of the first anniversary date of the respective option grants. Notwithstanding the provisions of your employment agreement regarding the vesting of your remaining two-thirds interest in the options granted to you under said Plan, pursuant to which the options are to vest in equal one-third shares on the second and third anniversary dates of the respective option grants, Emerson agrees to accelerate the date of the vesting of your second one-third interest in the total options granted to you under the Plan, to the Termination Date, for a total vested option to purchase 26,667 shares. The remaining one-third interest in your total options is hereby canceled and you agree that upon the signing of this letter agreement, you shall return the option agreements in your possession, which shall be replaced by Emerson with a replacement agreement reflecting your total vested interest to the Termination Date. The parties agree that the period during which the vested options shall be exerciseable shall be extended for six months following the end of the Consultancy Period, and the Company agrees to use its best efforts to obtain the approval of the Personnel and Compensation Committee, as required under the Program, for such extension and the accelerated vesting described above. You agree that you shall sell the Company's stock, if at all, pursuant to the provisions of a certain lock-up agreement, as modified by letter agreement dated August 25, 1995, which agreement was signed by you in connection with the offering by Emerson of 8-1/2% Senior Subordinated Convertible Debentures due 2002. You and we agree that, in accordance with the terms of such modification, you are not being terminated for cause.

5. You agree not to seek re-employment or re-instatement with or seek to provide personal services to the Company or any of its affiliates, except as provided in this Agreement. This provision is intended to protect Emerson and its affiliates from a charge or complaint of retaliation and from any other charge or complaint.

6. This Agreement shall not constitute nor in any manner be construed as an admission by Emerson that it engaged in any wrongful act, violated any statute, law, ordinance, or executive order or breached any obligation whatsoever to you. Emerson expressly denies that it has engaged in any wrongful act, violation, or breach of any kind or description. Rather, this Agreement expresses the intention of the parties to resolve all disputes without the time and expense of contested litigation.

7. In exchange for the Company's payment of the consideration set forth in this Agreement, and your agreement to be available at reasonable times, each party hereby fully releases and discharges the other party from any and all actions, causes of action, suits, contracts, promises, claims, controversies, obligations, costs, losses, liabilities, damages and demands of whatsoever character, whether or not known, suspected or claimed, which they have or hereafter may have against each other, including, but not limited to, claims related to the payment of compensation and benefits, claims for breach of the Employment Agreement, claims for wrongful discharge, rights and claims alleging a violation of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. 621 et seq., as of the date this Agreement is executed, claims pursuant to any federal, state or local law regarding discrimination based on race, color, creed, age, sex, religion, marital status, affectational or sexual orientation, disability, atypical hereditary or cellular blood traits, ancestry, national origin, draft liability or veteran status, claims for alleged violation of any other local, state, or federal law, regulations, ordinances or public policy having any bearing whatsoever on the terms or conditions of your employment with Emerson or the termination of such employment, claims pursuant to common law under tort, contract or any other theories now or hereafter recognized, claims related in any way to the stock options of Emerson, and any other claims arising directly or indirectly by any reason whatsoever out of your employment relationship or the termination of your employment relationship with Emerson, including any and all actions, causes of action, claims, wage claims, obligations, costs, losses, liabilities, damages and demands arising out of or in any way related to your employment or affiliation with Emerson or any of its affiliates, your resignation from Emerson, any alleged breach of contract, breach of implied covenant of good faith and fair dealing, retaliatory or discriminatory conduct, harassment, or negligent or intentional infliction of emotional distress by the other party, but not claims based upon events which occur subsequent to the Termination Date. The parties expressly acknowledge that this Agreement is intended to include in this effect, without limitation, all claims which are not known or suspected to exist in their favor at the time of execution hereof, and that the release contemplates the extinguishment of any such claim or claims. This release applies to claims that you know of and those that you do not presently know about, as well as any claims under the Age Discrimination in Employment Act or any other federal, state or local law dealing with discrimination. This Agreement shall be and remain in effect as a full and complete general release notwithstanding the discovery or existence of any additional or different facts.

8. You represent to us that prior to the Termination Date, you did return all of the confidential or proprietary information in your possession, along with any Company property, including but not limited to all keys, credit cards, telephone calling cards, computer printouts, passwords, diskettes, disks, data, files, lists, memoranda, letters, and other writing (on any medium) and you shall continue beyond your resignation to maintain the confidentiality thereof. You also represent that you know of no viruses or worms in the software used by the Company for which you were responsible. You understand and agree that any disclosure thereof could adversely affect the Company and its subsidiaries and affiliates, and that the Company will have the right to seek and obtain a restraining order or injunction against you without proving damage or posting a bond or surety, if you breach such obligation or attempt to do so.

9. In the event any provision of this Agreement is held to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same force and effect as though the void or unenforceable part had been severed and deleted.

10. This letter agreement shall be construed in accordance with the laws of New Jersey and shall be binding upon the successors and assignees of Emerson and your heirs and assignees. This Agreement constitutes the entire agreement between the parties and it is expressly understood and agreed that this Agreement may not be altered, amended, modified or otherwise changed in any respect or particular whatsoever, except by a writing duly executed by the parties or an authorized representative of the parties hereto, and the parties hereto acknowledge and agree that they will make no claims at any time or place that this Agreement has been altered, modified, supplemented or otherwise changed by oral communication of any kind of character.

You represent that you understand all of the provisions herein, and that you are voluntarily entering into this Agreement. In entering into this Agreement, you have not relied upon any inducements, promises or representations made by Emerson, or any of its affiliates except as set forth herein. You acknowledge that you have been advised by Emerson that you should consult your own counsel before executing this Agreement and that the terms herein shall remain open for 21 days from the Termination Date. You further acknowledge that you have been advised by your attorney with respect to the legal effects and consequences of this Agreement. Finally you understand that you have seven (7) days from the date you execute this Agreement to revoke this Agreement.

If the foregoing is acceptable, please sign below.

Sincerely,

Emerson Radio Corp.

by:   /s/ Eugene I. Davis
          Eugene I. Davis
          President

Accepted and Agreed
this 31st day of January

Merle Eakins

EXHIBIT 10(c)

AMENDMENT NO. 2 TO FINANCING AGREEMENTS

February 13, 1996

Emerson Radio Corp.
Majexco Imports, Inc.
9 Entin road
Parsippany, New Jersey 07054

Gentlemen:

Congress Financial Corporation ("Lender'), Emerson Radio Corp. ("Emerson") and Majexco Imports, Inc. ("Majexco"; together with Emerson, individually and collectively, the "Borrower") have entered into certain financing arrangements pursuant to the Loan and Security Agreement, dated March 31, 1994, currently between Lender and Borrower, as amended by Amendment No. 1 to Financing Agreements, dated August 24, 1995 (the "Loan Agreement"), together with various other agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, collectively, the "Financing Agreements"). All capitalized terms used herein and not herein defined shall have the meanings given to them in the Financing Agreements.

Borrower has requested that Lender agree to certain amendments to the Financing Agreements, and lender is willing to agree to such amendments, subject to the terms and conditions set forth herein.

In consideration of the foregoing, the mutual agreements and covenants contained herein and other good and valuable consideration, the parties hereto agree as follows:

1. Adjusted Net Worth Covenant.

(a) Section 1.2(b) of the Loan Agreement is hereby deleted in its entirety and replaced with the following effective with respect to the calculation of Adjusted Net Worth as of December 31, 1995 and at any time thereafter:

"(b) indebtedness of such Person and its subsidiaries incurred after December 31, 1995 which is subordinated in right of payment to the full and final payment of all of the Obligations on terms and conditions acceptable to Lender."

(b) Section 9.14 of the Loan Agreement shall be deleted in its entirety and replaced with the following effective with respect to the calculation of Adjusted Net Worth as of December 31, 1995 and at any time thereafter:

"9.14 Adjusted Net Worth. As of the end of each fiscal quarter of Emerson, Emerson shall maintain, on a consolidated basis with its subsidiaries, Adjusted Net Worth of not less than the sum of (i) the Base Amount, plus
(ii) any proceeds received by Emerson or its subsidiaries after December 31, 1995 from the sale of any equity securities (including any equity securities issued pursuant to the Rights Offering or the exercise of Warrants issued pursuant to the Plan, plus (iii) subject to the provisions hereof, any proceeds received by Emerson or its subsidiaries after December 31, 1995 from the sale by Emerson or its subsidiaries of debt securities subordinated to the extent required under Section 1.2(b). As used herein, "Base Amount" shall mean
(i) the amount of $38,000,000 as at December 31, 1995 and for the period from January 1, 1996 through and including September 30, 1996,
(ii) the amount of $40,000,000 from October 1, 1996 through and including March 31, 1997, and
(iii) the amount of $45,000,000 from and after April 1, 1997. If the dates upon which Emerson's fiscal quarters end are not the same as the dates upon which calendar year quarters end, then the dates referred to above shall be deemed to refer to the end of Emerson's fiscal quarters ending closest to such dates (whether before or after such dates)."

2. Working Capital Covenant. Section 9.13 of the Loan Agreement shall be deleted in its entirety and replaced with the following:

"9.13 Working Capital. As of the end of each fiscal quarter of Emerson, Emerson shall maintain, on a consolidated basis with its subsidiaries, Working Capital of not less than (i) the amount of $20,000,000 from April 1 through and including September 30 in each year, commencing April 1, 1995 and (ii) the amount of $35,000,000 from October 1 in each year through March 31 in the following year, commencing October 1, 1995. If the dates upon which Emerson's fiscal quarters end are not the same as the dates upon which calendar year quarters end, then the dates referred to above shall be deemed to refer to the end of Emerson's fiscal quarters ending closest to such dates (whether before or after such dates)."

3. Conditions Precedent. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions:

(a) the receipt by Lender of an original of this Amendment, duly authorized, executed and delivered by Borrower, consented and agreed to by Obligors; and

(b) after giving affect to the amendments set forth in
Section 1 hereof, no Event of Default shall exist or have occurred and be continuing and no condition shall exist or event shall have occurred and be continuing which, with notice or passage of time, or both, would constitute an Event of Default.

4. Effect of this Amendment.

(a) Entire Agreement; Ratification and Confirmation of the Financing Agreements. This Amendment contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous term sheets, proposals, discussions, negotiations, correspondence, commitments and communications between or among the parties concerning the subject matter hereof. This Amendment may not be modified or any provision waived, except in writing signed by the party against whom such modification or waiver is sought to be enforced. Except as specifically modified pursuant hereto, the Financing Agreements are hereby ratified, restated and confirmed by the parties hereto as of the effective date hereof. To the extent of conflict between the terms of this Amendment and the Financing Agreements, the terms of this Amendment shall control.

(b) Governing Law. This Amendment and the rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined in accordance with the laws of the State of New York.

(c) Binding Effect. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

(d) Counterparts. This Amendment may be executed in any number of counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto.

By the signature hereto of each of the duly authorized officers, all of the parties hereto mutually covenant and agree as set forth herein.

Very truly yours,

CONGRESS FINANCIAL CORPORATION

By: /s/ Kenneth G. Donahue
        Kenneth G. Donahue


Title: Assistant Vice President

AGREED AND ACCEPTED:

EMERSON RADIO CORP.

By: /s/ Eugene I. Davis
        Eugene I. Davis


Title: President

MAJEXCO IMPORTS, INC.

By: /s/ Eugene I. Davis
        Eugene I. Davis


Title: President

CONSENTED TO AND AGREED:

H.H. SCOTT, INC.
EMERSON COMPUTER CORP.
EMERSON TECHNOLOGIES AND
DEVELOPMENT CORP.

By:/s/ Eugene I. Davis
       Eugene I. Davis

Title: President

EMERSON TECHNOLOGIES, L.P.

By: EMERSON TECHNOLOGIES
AND DEVELOPMENTS CORP.,
its general partner

By:/s/ Eugene I. Davis
       Eugene I. Davis



Title: President

EMERSON RADIO CANADA LTD.

By:/s/ Eugene I. Davis
       Eugene I. Davis



Title: Executive Vice President

EMERSON RADIO & TECHNOLOGIES N.V.

By: /s/ Eugene I. Davis
        Eugene I. Davis


Title: Director

EXHIBIT 10(d)

CONSULTING AGREEMENT

This Consulting Agreement, dated as of December 8, 1995,is between Emerson Radio Corp., a Delaware corporation ("Company"),and First Cambridge Securities Corporation, a Connecticut corporation ("Consultant").

W I T N E S S E T H:

WHEREAS, Company desires to contract with Consultant for certain consulting services, and Consultant is willing to render such services as hereinafter more fully set forth;

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth in this Agreement, the parties hereto hereby agree as follows:

1. Engagement of Consultant. Company hereby engages and retains Consultant to render to Company the consulting services described in Section 2 hereof (the "Consulting Services") for the period commencing on the date hereof and ending on the first anniversary hereof (the "Consulting Period"). Consultant represents and warrants that it is a corporation incorporated and organized under the laws of the State of Connecticut, is qualified to do business in all jurisdictions and is in good standing in its state of incorporation and all other jurisdictions in which it would be required to qualify to do business and has full corporate power and authority to enter into this Agreement and to comply with its obligations hereunder. Consultant also represents and warrants that it is duly licensed by and a member in good standing with the National Association of Securities Dealers, Inc., and is duly licensed as a broker or dealer in all states in which it will conduct business under this Agreement.

2. Description of Consulting Services. The Consulting Services rendered by Consultant hereunder will consist of consultations with management of Company as such management may from time to time require during the term of this Agreement. Such consultation will be with respect to the operation and financing of Company's business, Company's relations with its securities holders and such other matters as may be agreed upon between Company and Consultant. In addition to such consultation, Company may request that Consultant prepare written reports on financial matters, attend meetings of Company's Board of Directors, or review, analyze, and report on proposed investment policies and/or public and private financing. Consultant acknowledges and agrees that its employees may be required to travel out of the New York City metropolitan area, but only if Company has given Consultant oral or written notice to do so a reasonable time prior to such required travel.

3. Compensation for Services Rendered. As compensation for the Consulting Services provided for herein, Company agrees to pay to Consultant the sum of $6,000 per month for the term of this Agreement and to deliver to Consultant and/or officers of Consultant designated by Consultant upon execution and delivery of this Agreement, a stock warrant agreement or agreements ("Warrants") substantially in the form attached hereto as Exhibit
A. Such Warrant(s) will grant to Consultant or its permitted designees the right to purchase an aggregate of 250,000 shares of Company's Common Stock at a price of $4.00 per share during a period of five years after the date hereof. The Warrants will vest and be exercisable, pro rata to Consultant and its permitted designees, if any, on the basis of the number of shares of Common Stock subject to the Warrants when originally granted to Consultant and such designees, for the following aggregate amount of shares in accordance with the following schedule: (i) the Warrants will vest and may be exercised after six months from the date hereof to purchase 125,000 shares and (ii) the Warrants will vest and may be exercised after the first anniversary of this Agreement to purchase an additional 125,000 shares. Company agrees that, for a period of five years from the date of this Agreement, if Company intends to file a Registration Statement or Registration Statements for the public sale of securities (other than on a Form S-4, S-8, or comparable Registration Statement, and other than any Registration Statement which has been declared effective prior to the date hereof or has been filed prior to the date hereof but has not yet been declared effective), it will notify all of the holders of the Warrants and/or underlying securities, and if so requested it will include therein information to permit a public offering of the securities underlying such Warrants at the expense of Company (excluding fees and expenses of the holder's counsel and any underwriting or selling commissions) (a "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of Company, and the managing underwriter(s) advise Company in writing that in their good faith opinion, based upon market conditions, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, Company will include in such registration (i) first, the securities Company proposes to sell, (ii) second, the securities underlying the Warrants requested to be included in such registration and other securities requested to be included in such registration pursuant to contractual arrangements between Company and such other security holders ("Registration Rights Holders"), pro rata among the holders of such securities underlying the Warrants and the Registration Rights Holders on the basis of the number of securities requested to be included in such registration by such holders and the Registration Rights Holders, and (iii) third, other securities requested to be included in such registration. In addition, for a period of five years from the date of this Agreement, upon the written demand of holder(s) representing a majority of the securities underlying the Warrants, Company agrees, on one occasion only, to promptly, and as soon as reasonably practicable, register (a "Demand Registration") the underlying securities at the expense of Company (excluding fees and expenses of the holder's counsel and any underwriting or selling commissions); provided that Company will only be required to file a Registration Statement or amendment thereto no later than 135 days after any fiscal year end of Company and at such time as it has available for utilization therein the audited consolidated financial statements of Company as of the preceding fiscal year end. The Piggyback Registration and Demand Registration rights described herein are subject to the definitive terms thereof as shall be set forth in the Warrants to be granted under this Agreement. Company also agrees to reimburse Consultant for its reasonable expenses in complying with its obligations under this Agreement, but subject to the prior written approval of Company in accordance with its customary practices and procedures.

4. Nonexclusivity of this Agreement. Company expressly understands and agrees that Consultant will not be prevented or barred from rendering services of the same nature as or a similar nature to those described herein, or of any nature whatsoever, for or on behalf of any person, firm, corporation or entity other than Company. Consultant understands and agrees that Company will not be prevented or barred from retaining other persons or entities to provide services of the same nature as or similar nature to those described herein or of any nature whatsoever. Consultant may also perform services for Company other than those contained in this Agreement for such compensation and under such terms and conditions as may be agreed upon in writing by Company and Consultant.

5. Confidentiality. Consultant acknowledges that certain information provided to Consultant by Company may be of a confidential nature which Company has developed for its own internal use ("Confidential Information"). Such Confidential Information, if disclosed to Consultant, will be disclosed on a confidential basis subject to the following terms and conditions:

(a) Consultant recognizes and acknowledges (i) the competitive value and confidential nature of the Confidential Information and the damage that could result to Company if information contained therein is disclosed to any unauthorized third party, (ii) that by virtue of his knowledge of the Confidential Information Consultant may be deemed an "insider" as that term is defined or utilized under state and/or federal securities laws and (iii) that the disclosure of Confidential Information by Consultant may violate state and federal securities laws. The Confidential Information will be used solely for providing Consulting Services hereunder and will not be used by Consultant in any way detrimental to Company.

(b) The Confidential Information will be revealed only to those persons whose knowledge of the information is required to allow Consultant to perform its duties hereunder.

(c) During the Consulting Period and for a period of three years after its termination, Consultant will not proceed with, cause or assist in any manner any transaction or offer looking to the acquisition directly or indirectly by purchase or otherwise of Company or any interest in or asset of Company.

(d) Notwithstanding anything to the contrary set forth herein, if Consultant is requested or becomes legally compelled to disclose any of the Confidential Information or work product developed hereunder or to take any other action prohibited hereby, Consultant will provide Company with prompt written notice so that Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If such protective order or other remedy is not obtained or Company waives in writing compliance with provisions of this Agreement, Consultant will furnish only that portion of the Confidential Information or work product that is legally required to be furnished and will exercise his best efforts to obtain reliable assurances that confidential treatment will be accorded such Confidential Information or work product.

(e) Consultant will be responsible for any breach of the provisions hereof by Consultant or any other person to whom Consultant makes disclosures and shall ensure that such persons shall also agree to be bound by the provisions of this Section 5.

6. Disclaimer of Responsibility for Acts of Company. The obligations of Consultant described in this Agreement consist solely of the furnishing of information and advice to Company. Consultant's status hereunder is that of independent contractor and in no event will Consultant be required or permitted by this Agreement to act as the agent or employee of Company or otherwise to represent or make decisions for Company. All final decisions with respect to acts of Company or its affiliates, whether or not made pursuant to or in reliance on information or advice furnished by Consultant hereunder, will be those of Company or such affiliates and Consultant will under no circumstances be liable for any expense incurred or loss suffered by Company as a consequence of such decisions. Similarly, Company will under no circumstances be liable for any expense incurred or loss suffered by Consultant, his affiliates, or agents as a result of actions taken by Consultant hereunder or for any claims, costs, expenses, damages or causes of action arising out of any actions or omissions of Consultant which are beyond the scope of Consultant's authority hereunder. In acting pursuant to this Agreement, Consultant agrees to comply with all applicable laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, state securities laws and the rules and regulations thereunder.

7. Amendment. No amendment to this Agreement will be valid unless such amendment is in writing and is signed by authorized representatives of all the parties to this Agreement.

8. Waiver. Any of the terms and conditions of this Agreement may be waived at any time and from time to time in writing by the party entitled to the benefit thereof, but a waiver in one instance will not be deemed to constitute a waiver in any other instance. A failure to enforce any provision of this Agreement will not operate as a waiver of the provision or of any other provision hereof.

9. Severability. If any provision of this Agreement will be held to be invalid, illegal or unenforceable in any circumstances, the remaining provisions will nevertheless remain in full force and effect and will be construed as if the unenforceable portion or portions were deleted.

10. Governing Law. This agreement will be governed by and construed and enforced in accordance with the laws of the State of New Jersey.

11. Choice of Forum. The parties hereto agree that should any suit, action or proceeding arising out of this Agreement be instituted by any party hereto (other than a suit, action or proceeding to enforce or realize upon any final court judgment arising out of this Agreement), such suit, action or proceeding will be instituted only in a state or federal court in Essex County, New Jersey. Each of the parties hereto consents to the is personal jurisdiction of any state or federal court in Essex County, New Jersey and waives any objection to the venue of any such suit, action or proceeding. The parties hereto recognize that courts outside Essex County, New Jersey may also have jurisdiction over suits, actions or proceedings arising out of this Agreement, and in the event that any party hereto will institute a proceeding involving this Agreement in a jurisdiction outside Essex County, New Jersey, the party instituting such proceeding will indemnify any other party hereto for any losses and expenses that may result from the breach of the foregoing covenant to institute such proceeding only in a state or federal court in Essex County, New Jersey, including without limitation any additional expenses incurred as a result of litigating in another jurisdiction, such as reasonable fees and expenses of local counsel and travel and lodging expenses for parties, witnesses, experts and support personnel.

12. Service of Process. Service of any and all process that may be served on any party hereto in any suit, action or proceeding arising out of this Agreement may be made in the manner and to the address set forth in
Section 16 and service thus made will be taken and held to be valid personal service upon such party by any party hereto on whose behalf such service is made.

13. Notices. All notices, requests, payments instructions, claims or other communications hereunder will be in writing and will be deemed to be given or made when delivered by first-class, registered or certified mail to the following address or addresses or such other address or addresses as the parties may designate in writing in accordance with this Section:

If to Company:

Emerson Radio Corp.
Nine Entin Road
Parsippany, New Jersey 07054-0430 Attn: President

If to Consultant:

First Cambridge Securities Corporation

375 Park Avenue
Suite 310
New York, New York 10032
Attn: President

14. Assignment. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement contemplates personal services and may not be assigned by Consultant without the prior written consent of Company.

15. Execution in Counterparts. This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered will be deemed to be an original and all of which when taken together will constitute one and the same agreement.

EMERSON RADIO CORP.

By:/s/ Geoffrey P. Jurick
       Geoffrey P. Jurick, Chairman and CEO

First Cambridge Securities Corporation

By:/s/ Kenneth A. Orr
       Kenneth A. Orr, Chairman and CEO

EXHIBIT 10(e)

THE GRANT OF THIS WARRANT AND THE PURCHASE OF THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.

COMMON STOCK PURCHASE WARRANT AGREEMENT

This COMMON STOCK PURCHASE WARRANT AGREEMENT (the "Warrant Agreement") is entered into effective as of the 8th day of December, 1995, by and between EMERSON RADIO CORP., a Delaware corporation (the "Company"), and MICHAEL METTER and his successors and permitted assigns ("Holder"), Mr. Metter being the President of FIRST CAMBRIDGE SECURITIES CORPORATION, a Connecticut corporation ("First Cambridge").

WHEREAS, on even date herewith, the Company and First Cambridge entered into that certain Consulting Agreement (the "Consulting Agreement") whereby the Company engaged First Cambridge to render to the Company certain consulting services more particularly described in Section 2 thereof (the "Consulting Services"); and

WHEREAS, in consideration for the Consulting Agreement and for the Consulting Services to be provided thereunder, the Company has agreed to issue to First Cambridge, and/or officers of First Cambridge designated by it upon its execution and delivery of the Consulting Agreement, Holder being so designated by the execution by First Cambridge of this Warrant Agreement, Common Stock Purchase Warrants (the "Warrants") to purchase an aggregate of 250,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), pursuant to the requirements relating to the exercise thereof set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth and for the purpose of defining the terms and provisions of the Warrants and the respective rights and obligations thereunder, the parties hereto agree as follows:

1. Grant of Warrants. For value received, the Company hereby grants Holder, subject to the terms and conditions hereinafter set forth, the right to purchase up to a maximum of 50,000 shares of the Common Stock of the Company (the "Shares"), subject to adjustment as set forth herein.

2. Exercise of Warrants. The Warrants will vest and may be exercised by the Holder as to (i) 50% of the Shares covered hereby at any time after June 8, 1996, and (ii) all or any part of the Shares covered hereby at any time after December 8, 1996, in either event until December 8, 2000, when such Warrants shall expire, at an exercise price of $4.00 per share. The Holder shall deliver to the Company written notice of Holder's intent to exercise the Warrants at Nine Entin Road, Parsippany, New Jersey 07054-0430, or at such other address as the Company shall designate in writing to the Holder, together with this Warrant Agreement and a check payable to the order of the Company for the aggregate purchase price of the Shares so purchased. Upon exercise of the Warrants as aforesaid, the Company shall as promptly as practicable, and in any event within 10 days thereafter, execute and deliver to the Holder a certificate or certificates in the name of the Holder for the total number of whole Shares for which the Warrants are being exercised. If the Warrants shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a similar warrant of like tenor and date covering the number of Shares in respect of which the Warrants were not exercised. The Warrants covered by this Warrant Agreement shall lapse and be null and void if not exercised by the Holder on or before 5:00 p.m., New York City time, on December 8, 2000.

3. Covenants of the Company. The Company covenants and agrees that all the Shares which may be issued upon the exercise of the Warrants represented by this Warrant Agreement will, upon issuance, be fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). The Company further covenants and agrees that during the period within which the Warrants represented by this Warrant Agreement may be exercised, the Company will at all times have authorized and reserved a sufficient number of Shares to provide for the exercise of the Warrants represented by this Warrant Agreement.

4. Adjustments of Warrant Exercise Price and Number of Shares.

(a) If the Company shall, without the payment of new value, at any time declare a stock dividend on its outstanding shares of Common Stock or effectuate a stock split or reverse stock split, by subdivision or consolidation in any manner, regarding the number of shares of the Common Stock then outstanding into a different number of shares of the Common Stock, with or without par value, then thereafter the number of Shares which the holder shall have the right to purchase (calculated immediately prior to such change), shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of the Common Stock of the Company issued and outstanding by reason of such dividend or change, and the Warrant Exercise Price of the Shares after such change shall in the event of an increase in the number of shares of the Common Stock be proportionately reduced, and in the event of a decrease in the number of shares of the Common Stock be proportionately increased.

(b) Notwithstanding anything herein to the contrary, for purposes of this Section 4, the Holder agrees that no adjustment shall be made to the Warrant Exercise Price or the number of Shares issuable upon the exercise of this Warrant Agreement upon issuance of Common Stock (or any other securities) of the Company for any purposes other than as set forth in Sections 4(a) and 5 herein.

5. Survival of Mergers and Reorganizations. In the event of the reclassification or change in the outstanding Shares (other than a change in par value, or from par value to no par value, of from no par value, or as a result of a subdivision, combination or stock dividend), or in the event of a sale of all or substantially all of the assets of the Company, or in the event of any consolidation of the Company with, or merger of the Company into, another corporation, the Company, or such successor corporation, as the case may be, shall provide that, the Holder shall thereafter be entitled to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, sale, or merger by a holder of the number of Shares which this Warrant Agreement entitled the holder thereof to purchase immediately prior to such reclassification, change, consolidation, sale, or merger. Such corporation, which thereafter shall be deemed to be the Company for purposes of this Warrant Agreement, shall provide for adjustments, if any, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant Agreement.

6. Sale of Assets, Dissolution. In the event of a merger, consolidation, or the sale of all or substantially all the assets of the Company, or in the event of any distribution of all or substantially all of its assets in dissolution or liquidation, the Company shall mail notice the reof by registered mail to the Holder and shall make no distribution to the stockholders of the Company until the expiration of 10 days from the date of mailing of the aforesaid notice; provided, however, that in any such event, if the Holder shall not exercise the Warrants within 10 days from the date of mailing such notice all rights herein granted and not so exercised within such 10 day period shall thereafter become null and void. The Company shall not, however, be prevented from consummating any such merger, consolidation, or sale without awaiting the expiration of such 10 day period, it being the intent and purpose hereof to enable the Holder, upon exercise of the Warrants, to participate in the distribution of the consideration to be received by the Company upon any such merger, consolidation, or sale or in the distribution of assets upon any dissolution or liquidation.

7. No Fractional Shares. The number of Shares subject to issuance upon the complete exercise of the Warrants shall be rounded down to the nearest whole number of Shares so that no fractional Shares shall be issued upon the complete exercise of the Warrants. The Holder shall not be entitled to receive any compensation or property for such fractional Share to which it may have been entitled to in the absence of this provision.

8. Notices. If there shall be any adjustment in accordance with this Warrant Agreement, or if securities or property other than Shares of the Company shall become purchasable in lieu of Shares upon exercise of the Warrants, the Company shall forthwith cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder at its address shown on the books of the Company, which notice shall be accompanied by a certificate of either independent public accountants of recognized standing or the Chairman, President, or any Vice President of the Company setting forth in reasonable detail the basis for the Holder becoming entitled to purchase such Shares and the number of Shares which may be purchased and the exercise price thereof, or the facts requiring any such adjustment, or the kind and amount of any such securities or property so purchasable upon the exercise of the Warrants, as the case may be.

9. Taxes. The issue of any stock or other certificate upon the exercise of the Warrant shall be made without charge to the Holder for any stamp, duty, excise, or similar tax (but not including the Holder's income or similar taxes) in respect of the issue of such certificate. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, as the registered holder of this Warrant Agreement, and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

10. Non-transferability of Warrants. The Warrants shall be nontransferable without the express written consent of the Company.

11. Warrant Holder Not Stockholder. This Warrant Agreement does not confer upon the Holder any right to vote or to consent or to receive notice as a stockholder of the Company, as such in respect of any matters whatsoever, or any other rights or liabilities as a stockholder, prior to the exercise hereof as provided herein.

12. Investment Representations. The Holder, by acceptance hereof, and with reference to the Warrants and the Shares issuable upon exercise of the Warrants, represents and warrants that:

(a) The Holder is acquiring such securities for investment purposes only, for its own account, and not with a view toward resale or other distribution thereof, and has no present intention of selling or otherwise disposing of such securities.

(b) The Holder is aware that the securities have not been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities law, that upon exercise of the Warrants, the Shares must be held indefinitely unless they are subsequently registered or an exemption from such registration is available and that the Company is under no obligation to register the offer and sale of the Shares under the Securities Act or any applicable state securities laws, except as otherwise set forth in Section 14 hereof.

(c) The Holder acknowledges that the Warrants may not be made subject to a security interest, pledged, hypothecated, sold, or otherwise transferred in the absence of an effective registration statement for such Warrants under the Securities Act and such applicable state securities laws or there is an applicable exemption therefrom. The Holder further acknowledges that, unless the offer and sale of the Shares issuable upon exercise of the Warrants have been registered under the Securities Act, the Shares issued upon the exercise of the Warrants shall be restricted in the same manner and to the same extent as the Warrants and the certificates representing such Shares shall bear the following legend:

"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR THERE IS AN AVAILABLE EXEMPTION THEREFROM."

In making the above representations and warranties, the Holder intends that the Company rely thereon and understands that, as the result of such reliance, such securities are not being registered under the Securities Act or any applicable state securities laws in reliance upon the applicability of certain exemptions relating to transactions not involving a public offering.

13. Lost Warrants. In case this Warrant Agreement shall be mutilated, lost, stolen, or destroyed, the Company will issue a new Warrant Agreement of like date, tenor, denomination and terms and conditions, and deliver the same in exchange and substitution for and upon surrender and cancellation of the mutilated Warrant Agreement, or in lieu of any Warrant Agreement lost, stolen, or destroyed, upon receipt of evidence satisfactory to the Company of the loss, theft, or destruction of such Warrant Agreement, and upon receipt of indemnity satisfactory to the Company.

14. Registration Rights.

(a) The Company agrees that if at any time hereafter the Company files with the Securities and Exchange Commission ("Commission") a registration statement ("Registration Statement") under the Securities Act on a form suitable for registering the Shares issuable upon exercise of the Warrants (other than on Form S-4, S-8, or comparable registration statement, and other than any registration statement which has been declared effective by the Commission prior to the date hereof or has been filed with the Commission prior to the date hereof but has not yet been declared effective), it will give written notice to such effect to the Holder, at least 30 days prior to such filing, and, at the written request of the Holder, made within 10 days after the receipt of such notice, will include therein at the Company's cost and expense (except for the fees and expenses of counsel to the Holder and underwriting discounts and commissions attributable to the Shares of Warrant Common Stock [as hereinafter defined] included therein) such of the Shares of Warrant Common Stock held by the Holder as it shall request. If the registration is an underwritten primary registration on behalf of the Company, and the managing underwriter(s) advise the Company in writing that in their good faith opinion, based upon market conditions, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell,
(ii) second, the Warrant Common Stock requested to be included in such registration and other securities requested to be included in such registration pursuant to contractual arrangements between Company and such other security holders ("Registration Rights Holders"), pro rata among the holders of the Warrant Common Stock and the Registration Rights Holders on the basis of the number of securities requested to be included in such registration by such holders and the Registration Rights Holders, and
(iii) third, other securities requested to be included in such registration. The Company, at its own expense, will cause the prospectus included in such Registration Statement to meet the requirements of the Securities Act for such period of time, not exceeding 180 days, as may be necessary to effect the sale of the Shares included at the request of the Holder. The term "Warrant Common Stock" shall mean the Shares issuable and issued pursuant to this Warrant Agreement and all other Warrants originally granted to First Cambridge and/or its officers as contemplated in the second recital hereof and pursuant to all Warrants issued upon transfer, division, or combination of, or in substitution for, any thereof. The rights of the Holder under this Section 14 shall apply to an unlimited number of offerings proposed by the Company.

(b) The Company promptly shall notify the Holder, as a participating holder of Warrant Common Stock, of the occurrence of any event as a result of which any prospectus included in a registration statement filed pursuant to this Section 14 includes any misstatement of a material fact or omission of any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(c) In addition, upon written notice received at any time on or before 5:00 p.m., New York City time, on December 8, 2000, from the Holder or other holders of a minimum of 50% or more of the Warrant Common Stock originally subject to the Warrants granted to First Cambridge and/or its officers as contemplated in the second recital hereof, that the Holder contemplates the transfer of all or any of his or its Warrant Common Stock under such circumstances that a public offering, within the meaning of the Securities Act, will be involved, the Company shall, not more than once, at the expense of the Company, except for the fees and expenses of counsel to the Holder and other holders and underwriting discounts and commissions attributable to the Shares of Warrant Common Stock included therein, as promptly as possible after receipt of such notice, file a new registration statement or, if available, an offering statement under Regulation A under the Securities Act, with respect to the offering and sale or other disposition of the Warrant Common Stock with respect to which it shall have received such notice; provided, that the Company will only be required to file a registration statement or offering statement or amendment thereto no later than 135 days after any fiscal year end of the Company and at such time as it has available for utilization therein the audited consolidated financial statements of the Company as of the preceding fiscal year end. The Company must file a registration statement or offering statement if the Shares of Warrant Common Stock cannot be sold under Regulation A because of the limited exemption. The Company agrees as soon as reasonably practicable to cause the above filing to become effective. Within 10 days after receiving such notice, the Company shall give notice to the other holders of the Warrants and Warrant Common Stock advising that the Company is proceeding with such registration statement or offering statement and offering to include therein Warrant Common Stock of such Holder. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within 10 days thereafter.

(d) The Company's obligations under this Section 14 with respect to the Holder, as the holder of Warrant Common Stock, are expressly conditioned upon the Holder promptly, completely, and accurately furnishing to the Company in writing such information concerning the Holder and the terms of the Holder's proposed offering as the Company shall request for inclusion in the Registration Statement.

15. Indemnification by Company. In the event of the registration of the offer and sale of any of the Shares of Warrant Common Stock, the Company will indemnify the Holder, if applicable, and hold the Holder harmless against any losses, claims, damages, or liabilities, to which the Holder may become subject under the Securities Act, or any similar federal statute, and state Blue Sky and securities laws, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement under which the offer and sale of the Shares of Warrant Common Stock were registered under such Securities Act or similar federal statute, any state Blue Sky or securities law, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Holder for any legal or any other expenses reasonably incurred by the Holder in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that to the extent that any such loss, claim, damage, or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus or said final prospectus or any said amendment or supplement in reliance upon, and in conformity with, information furnished to the Company, the Company will not be so liable to the Holder.

16. Indemnification by the Holder. The Holder, if applicable, by acceptance hereof, agrees to indemnify and hold harmless the Company, its directors and officers, and each other person, if any, who controls the Company, against any losses, claims, damages, or liabilities, joint or several, to which the Company or any such director or officer or any such person may become subject under the Securities Act, or any other statute or at common law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon the disposition by the Holder of the Warrants or the Shares issuable upon the exercise hereof in violation of the provisions of this Warrant Agreement or arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement, any preliminary prospectus, or final prospectus, or any amendment or supplement thereto in reliance upon, and in conformity with, information furnished to the Company.

17. Applicable Law. This Warrant Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws provisions thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Warrant Agreement effective as of the day and year first above written.

EMERSON RADIO CORP.

By: /s/ Eugene I. Davis
        Eugene I. Davis, President

MICHAEL METTER

/s/ Michael Metter
    Michael Metter

FIRST CAMBRIDGE SECURITIES CORP.



By: /s/ Kenneth A. Orr
        Kenneth A. Orr, Chairman and CEO

EXHIBIT 10(f)

COMMON STOCK PURCHASE WARRANT AGREEMENT

THE GRANT OF THIS WARRANT AND THE PURCHASE OF THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.

This COMMON STOCK PURCHASE WARRANT AGREEMENT (the "Warrant Agreement") is entered into effective as of the 8th day of December, 1995, by and between EMERSON RADIO CORP., a Delaware corporation (the "Company"), and Kenneth A. Orr and his successors and permitted assigns ("Holder"), Mr. Orr being the Chairman of the Board and Chief Executive Officer of FIRST CAMBRIDGE SECURITIES CORPORATION, a Connecticut corporation ("First Cambridge").

WHEREAS, on even date herewith, the Company and First Cambridge entered into that certain Consulting Agreement (the "Consulting Agreement") whereby the Company engaged First Cambridge to render to the Company certain consulting services more particularly described in Section 2 thereof (the "Consulting Services"); and

WHEREAS, in consideration for the Consulting Agreement and for the Consulting Services to be provided thereunder, the Company has agreed to issue to First Cambridge, and/or officers of First Cambridge designated by it upon its execution and delivery of the Consulting Agreement, Holder being so designated by the execution by First Cambridge of this Warrant Agreement, Common Stock Purchase Warrants (the "Warrants") to purchase a n aggregate of 250,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), pursuant to the requirements relating to the exercise thereof set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth and for the purpose of defining the terms and provisions of the Warrants and the respective nights and obligations thereunder, the parties hereto agree as follows:

1. Grant of Warrants. For value received, the Company hereby grants older, subject to the terms and conditions hereinafter set forth, the right to purchase up to a maximum of 200,000 shares of the Common Stock of the Company (the "Shares"), subject to adjustment as set forth herein.

2. Exercise of Warrants. The Warrants will vest and may be exercised by the Holder as to (i) 50% of the Shares covered hereby at any time after June 8, 1996, and (ii) all or any part of the Shares covered hereby at any time after December 8, 1996, in either event until December 8, 2000, when such Warrants shall expire, at an exercise price of $4.00 per share. The Holder shall deliver to the Company written notice of Holder's intent to exercise the Warrants at Nine Entin Road, Parsippany, New Jersey 07054-0430, or at such other address as the Company shall designate in writing to the Holder, together with this Warrant Agreement and a check payable to the order of the Company for the aggregate purchase price of the Shares so purchased. Upon exercise of the Warrants as aforesaid, the Company shall as promptly as practicable, and in any event within 10 days thereafter, execute and deliver to the Holder a certificate or certificates in the name of the Holder for the total number of whole Shares for which the Warrants are being exercised. If the Warrants shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a similar warrant of like tenor and date covering the number of Shares in respect of which the Warrants were not exercised. The Warrants covered by this Warrant Agreement shall lapse and be null and void if not exercised by the Holder on or before 5:00 p.m., New York City time, on December 8, 2000.

3. Covenants of the Company. The Company covenants and agrees that all the Shares which may be issued upon the exercise of the Warrants represented by this Warrant Agreement will, upon issuance, be fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). The Company further covenants and agrees that during the period within which the Warrants represented by this Warrant Agreement may be exercised, the Company will at all times have authorized and reserved a sufficient number of Shares to provide for the exercise of the Warrants represented by this Warrant Agreement.

4. Adjustments of Warrant Exercise Price and Number of Shares.

(a) If the Company shall, without the payment of new value, at any time declare a stock dividend on its outstanding shares of Common Stock or effectuate a stock split or reverse stock split, by subdivision or consolidation in any manner, regarding the number of shares of the Common Stock then outstanding into a different number of shares of the Common Stock, with or without par value, then thereafter the number of Shares which the holder shall have the right to purchase (calculated immediately prior to such change), shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of the Common Stock of the Company issued and outstanding by reason of such dividend or change, and the Warrant Exercise Price of the Shares after such change shall in the event of an increase in the number of shares of the Common Stock be proportionately reduced, and in the event of a decrease in the number of shares of the Common Stock be proportionately increased.

(b) Notwithstanding anything herein to the contrary, for purposes of this Section 4, the Holder agrees that no adjustment shall be made to the Warrant Exercise Price or the number of Shares issuable upon the exercise of this Warrant Agreement upon issuance of Common Stock (or any other securities) of the Company for any purposes other than as set forth in Sections 4(a) and 5 herein.

5. Survival of Mergers and Reorganizations. In the event of the reclassification or change in the outstanding Shares (other than a change in par value, or from par value to no par value, of from no par value, or as a result of a subdivision, combination or stock dividend), or in the event of a sale of all or substantially all of the assets of the Company, or in the event of any consolidation of the Company with, or merger of the Company into, another corporation, the Company, or such successor corporation, as the case may be, shall provide that, the Holder shall thereafter be entitled to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, sale, or merger by a holder of the number of Shares which this Warrant Agreement entitled the holder thereof to purchase immediately prior to such reclassification, change, consolidation, sale, or merger. Such corporation, which thereafter shall be deemed to be the Company for purposes of this Warrant Agreement, shall provide for adjustments, if any, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant Agreement.

6. Sale of Assets, Dissolution. In the event of a merger, consolidation, or the sale of all or substantially all the assets of the Company, or in the event of any distribution of all or substantially all of its assets in dissolution or liquidation, the Company shall mail notice thereof by registered mail to the Holder and shall make no distribution to the stockholders of the Company until the expiration of 10 days from the date of mailing of the aforesaid notice; provided, however, that in any such event, if the Holder shall not exercise the Warrants within 10 days from the date of mailing such notice all rights herein granted and not so exercised within such 10 day period shall thereafter become null and void. The Company shall not, however, be prevented from consummating any such merger, consolidation, or sale without awaiting the expiration of such 10 day period, it being the intent and purpose hereof to enable the Holder, upon exercise of the Warrants, to participate in the distribution of the consideration to be received by the Company upon any such merger, consolidation, or sale or in the distribution of assets upon any dissolution or liquidation.

7. No Fractional Shares. The number of Shares subject to issuance upon the complete exercise of the Warrants shall be rounded down to the nearest whole number of Shares so that no fractional Shares shall be is sued upon the complete exercise of the Warrants. The Holder shall not be entitled to receive any compensation or property for such fractional Share to which it may have been entitled to in the absence of this provision.

8. Notices. If there shall be any adjustment in accordance with this Warrant Agreement, or if securities or property other than Shares of the Company shall become purchasable in lieu of Shares upon exercise of the Warrants, the Company shall forthwith cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder at its address shown on the books of the Company, which notice shall be accompanied by a certificate of either independent public accountants of recognized standing or the Chairman, President, or any Vice President of the Company setting forth in reasonable detail the basis for the Holder becoming entitled to purchase such Shares and the number of Shares which may be purchased and the exercise price thereof, or the facts requiring any such adjustment, or the kind and amount of any such securities or property so purchasable upon the exercise of the Warrants, as the case may be.

9. Taxes. The issue of any stock or other certificate upon the exercise of the Warrant shall be made without charge to the Holder for any stamp, duty, excise, or similar tax (but not including the Holder's income or similar taxes) in respect of the issue of such certificate. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, as the registered holder of this Warrant Agreement, and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

10. Non-transferability of Warrants. The Warrants shall be nontransferable without the express written consent of the Company.

11. Warrant Holder Not Stockholder. This Warrant Agreement does not confer upon the Holder any right to vote or to consent or to receive notice as a stockholder of the Company, as such in respect of any matters whatsoever, or any other rights or liabilities as a stockholder, prior to the exercise hereof as provided herein.

12. Investment Representations. The Holder, by acceptance here of, and with reference to the Warrants and the Shares issuable upon exercise of the Warrants, represents and warrants that:

(a) The Holder is acquiring such securities for investment purposes only, for its own account, and not with a view toward resale or other distribution thereof, and has no present intention of selling or otherwise disposing of such securities.

(b) The Holder is aware that the securities have not been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities law, that upon exercise of the Warrants, the Shares must be held indefinitely unless they are subsequently registered or an exemption from such registration is available and that the Company is under no obligation to register the offer and sale of the Shares under the Securities Act or any applicable state securities laws, except as otherwise set forth in Section 14 hereof.

(c) The Holder acknowledges that the Warrants may not be made subject to a security interest, pledged, hypothecated, sold, or otherwise transferred in the absence of an effective registration statement for such Warrants under the Securities Act and such applicable state securities laws or there is an applicable exemption therefrom. The Holder further acknowledges that, unless the offer and sale of the Shares issuable upon exercise of the Warrants have been registered under the Securities Act, the Shares issued upon the exercise of the Warrants shall be restricted in the same manner and to the same extent as the Warrants and the certificates representing such Shares shall bear the following legend:

"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR THERE IS AN AVAILABLE EXEMPTION THEREFROM."

In making the above representations and warranties, the Holder in tends that the Company rely thereon and understands that, as the result of such reliance, such securities are not being registered under the Securities Act or any applicable state securities laws in reliance upon the applicability of certain exemptions relating to transactions not involving a public offering.

13. Lost Warrants. In case this Warrant Agreement shall be mutilated, lost, stolen, or destroyed, the Company will issue a new Warrant Agreement of like date, tenor, denomination and terms and conditions, and deliver the same in exchange and substitution for and upon surrender and cancellation of the mutilated Warrant Agreement, or in lieu of any Warrant Agreement lost, stolen, or destroyed, upon receipt of evidence satisfactory to the Company of the loss, theft, or destruction of such Warrant Agreement, and upon receipt of indemnity satisfactory to the Company.

14. Registration Rights.

(a) The Company agrees that if at any time hereafter the Company files with the Securities and Exchange Commission ("Commission") a registration statement ("Registration Statement") under the Securities Act on a form suitable for registering the Shares issuable upon exercise of the Warrants (other than on Form S-4, S-8, or comparable registration statement, and other than any registration statement which has been declared effective by the Commission prior to the date hereof or has been filed with the Commission prior to the date hereof but has not yet been declared effective), it will give written notice to such effect to the Holder, at least 30 days prior to such filing, and, at the written request of the Holder, made within 10 days after the receipt of such notice, will include therein at the Company's cost and expense (except for the fees and expenses of counsel to the Holder and underwriting discounts and commissions attributable to the Shares of Warrant Common Stock [as hereinafter defined] included therein) such of the Shares of Warrant Common Stock held by the Holder as it shall request. If the registration is an underwritten primary registration on behalf of the Company, and the managing underwriter(s) advise the Company in writing that in their good faith opinion, based upon market conditions, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Common Stock requested to be included in such registration and other securities requested to be included in such registration pursuant to contractual arrangements between Company and such other security holders ("Registration Rights Holders"), pro rata among the holders of the Warrant Common Stock and the Registration Rights Holders on the basis of the number of securities requested to be included in such registration by such holders and the Registration Rights Holders, and (iii) third, other securities requested to be included in such registration. The Company, at its own expense, will cause the prospectus included in such Registration Statement to meet the requirements of the Securities Act for such period of time, not exceeding 180 days, as may be necessary to effect the sale of the Shares included at the request of the Holder. The term "Warrant Common Stock" shall mean the Shares issuable and issued pursuant to this Warrant Agreement and all other Warrants originally granted to First Cambridge and/or its officers as contemplated in the second recital hereof and pursuant to all Warrants issued upon transfer, division, or combination of, or in substitution for, any thereof. The rights of the Holder under this Section 14 shall apply to an unlimited number of offerings proposed by the Company.

(b) The Company promptly shall notify the Holder, as a participating holder of Warrant Common Stock, of the occurrence of any event as a result of which any prospectus included in a registration statement filed pursuant to this Section 14 includes any misstatement of a material fact or omission of any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(c) In addition, upon written notice received at any time on or before 5:00 p.m., New York City time, on December 8, 2000, from the Holder or other holders of a minimum of 50% or more of the Warrant Common Stock originally subject to the Warrants granted to First Cambridge and/or its officers as contemplated in the second recital hereof, that the Holder contemplates the transfer of all or any of his or its Warrant Common Stock under such circumstances that a public offering, within the meaning of the Securities Act, will be involved, the Company shall, not more than once, at the expense of the Company, except for the fees and expenses of counsel to the Holder and other holders and underwriting discounts and commissions attributable to the Shares of Warrant Common Stock included therein, as promptly as possible after receipt of such notice, file a new registration statement or, if available, an offering statement under Regulation A under the Securities Act, with respect to the offering and sale or other disposition of the Warrant Common Stock with respect to which it shall have received such notice; provided, that the Company will only be required to file a registration statement or offering statement or amendment thereto no later than 135 days after any fiscal year end of the Company and at such time as it has available for utilization therein the audited consolidated financial statements of the Company as of the preceding fiscal year end. The Company must file a registration statement or offering statement if the Shares of Warrant Common Stock cannot be sold under Regulation A because of the limited exemption. The Company agrees as soon as reasonably practicable to cause the above filing to become effective. Within 10 days after receiving such notice, the Company shall give notice to the other holders of the Warrants and Warrant Common Stock advising that the Company is proceeding with such registration statement or offering statement and offering to include therein Warrant Common Stock of such Holder. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within 10 days thereafter.

(d) The Company's obligations under this Section 14 with respect to the Holder, as the holder of Warrant Common Stock, are expressly conditioned upon the Holder promptly, completely, and accurately furnishing to the Company in writing such information concerning the Holder and the terms of the Holder's proposed offering as the Company shall request for inclusion in the Registration Statement.

15. Indemnification by Company. In the event of the registration of the offer and sale of any of the Shares of Warrant Common Stock, the Company will indemnify the Holder, if applicable, and hold the Holder harmless against any losses, claims, damages, or liabilities, to which the Holder may become subject under the Securities Act, or any similar federal statute, and state Blue Sky and securities laws, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement under which the offer and sale of the Shares of Warrant Common Stock were registered under such Securities Act or similar federal statute, any state Blue Sky or securities law, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Holder for any legal or any other expenses reasonably incurred by the Holder in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that to the extent that any such loss, claim, damage, or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus or said final prospectus or any said amendment or supplement in reliance upon, and in conformity with, information furnished to the Company, the Company will not be so liable to the Holder.

16. Indemnification by the Holder. The Holder, if applicable, by acceptance hereof, agrees to indemnify and hold harmless the Company, its directors and officers, and each other person, if any, who controls the Company, against any losses, claims, damages, or liabilities, joint or several, to which the Company or any such director or officer or any such person may become subject under the Securities Act, or any other statute or at common law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon the disposition by the Holder of the Warrants or the Shares issuable upon the exercise hereof in violation of the provisions of this Warrant Agreement or arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement, any preliminary prospectus, or final prospectus, or any amendment or supplement thereto in reliance upon, and in conformity with, information furnished to the Company.

17. Applicable Law. This Warrant Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws provisions thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Warrant Agreement effective as of the day and year first above written.

EMERSON RADIO CORP.

By: /s/ Eugene I. Davis
        Eugene I. Davis, President

KENNETH A. ORR

/s/ Kenneth A. Orr
    Kenneth A. Orr

FIRST CAMBRIDGE SECURITIES CORP.

By: /s/ Kenneth A. Orr
        Kenneth A. Orr, Chairman and CEO