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                                                                 Exhibit 12.28.1

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER SECURITIES
LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING
SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY OTHER APPLICABLE
SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                     COMMON STOCK PURCHASE WARRANT AGREEMENT

                  EMERSON RADIO CORP., a Delaware corporation (the "Company"),
hereby certifies that, for value received, LADENBURG THALMANN & CO. INC. or its
registered transferees, successors or assigns (each, a "holder"), is the
registered holder of warrants (the "Warrants") to subscribe for and purchase
50,000 shares of Common Stock (as adjusted pursuant to Section 3 hereof, the
"Shares") of the Company, at a purchase price per share equal to the Warrant
Exercise Price (as defined below), subject to the provisions and upon the terms
and conditions hereinafter set forth. As used herein, (a) the term "Common
Stock" shall mean the Company's presently authorized Common Stock, par value
$.01 per share, and any stock into or for which such Common Stock may hereafter
be converted or exchanged, (b) the term "Grant Date" shall mean as of October 7,
2003, and (c) the term "Warrant" shall be deemed to include any warrant issued
upon transfer or partial exercise of this Warrant, unless the context clearly
requires otherwise.

                  1. EXERCISE OF WARRANTS. (a) The Warrants may be exercised by
the Holder, in whole at any time or in part from time to time, at any time up to
October 7, 2008 (the "Expiration Date") at 5:00 p.m. New York City time, when
such Warrants shall expire, at an exercise price of $5.00 per share (the
"Warrant Exercise Price"). The Holder shall deliver to the Company written
notice of the 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
certified or official bank 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 the Expiration Date.

                                       1
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                  (b) In lieu of exercising this Warrant in the manner set forth
in paragraph 1(a) above, this Warrant may be exercised prior to the Expiration
Date by surrender of the Warrant without payment of any other consideration,
commission or remuneration, together with the cashless exercise subscription
form at the end hereof, duly executed. The number of Shares to be issued in
exchange for the Warrant shall be the product of (x) the excess of the market
price of the Common Stock on the date of surrender of the Warrant and the
exercise subscription form over the Warrant Exercise Price and (y) the number of
shares subject to issuance upon exercise of the Warrant, divided by the market
price of the Common Stock on such date. Upon such exercise and surrender of this
Warrant, the Company will (i) issue a certificate or certificates in the name of
the Holder for the number of whole shares of the Common Stock to which the
Holder shall be entitled, rounded down to the nearest whole number of Shares so
that no fractional Shares shall be issued, and (ii) deliver the other securities
and properties receivable upon the exercise of this Warrant, pursuant to the
provisions of this Warrant. 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.

                  (c) The market price of Common Stock shall mean the price of a
share of Common Stock on the relevant date, determined on the basis of the last
reported sale price of the Common Stock as reported on the American Stock
Exchange ("AMEX"), or, if there is no such reported sale on the day in question,
on the basis of the average of the closing bid and asked quotations as so
reported, or, if the Common Stock is not listed on AMEX, the last reported sale
price of the Common Stock on such other national securities exchange or market
upon which the Common Stock is listed, or, if the Common Stock is not listed on
any national securities exchange, on the basis of the average of the closing bid
and asked quotations on the day in question in the over-the-counter market as
reported by the National Association of Securities Dealers' Automated Quotations
System, or, if not so quoted, as reported by National Quotation Bureau,
Incorporated or a similar organization.

                  2. 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.

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                  3. 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) No adjustment in the Warrant Exercise Price shall be
required unless such adjustment would require an increase or decrease of at
least $0.05 per share of Common Stock; provided, however, that any adjustments
which by reason of this sub-section (b) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment; and
provided further, however, that adjustments shall be required and made in
accordance with the provisions of this Section 3 (other than this sub-section
(b)) not later than such time as may be required in order to preserve the
tax-free nature of a distribution to the Holder of this Warrant or Common Stock.
All calculations under this Section 3 shall be made to the nearest cent or to
the nearest 1/100th of a share, as the case may be. Anything in this Section 3
to the contrary notwithstanding, the Company shall be entitled to make such
reductions in the Warrant Exercise Price, in addition to those required by this
Section 3, as it in its discretion shall deem to be advisable in order that any
stock dividend, subdivision of shares or distribution of rights to purchase
stock or securities convertible or exchangeable for stock hereafter made by the
Company to its shareholders shall not be taxable.

                  (c) Notwithstanding anything herein to the contrary, for
purposes of this Section 3, 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
3(a) and 4 herein.

                  4. SURVIVAL IN THE EVENT OF MERGERS AND REORGANIZATIONS. In
the event of the reclassification or change in the outstanding Common Stock
(other than a change in par value, or from par value to no par value, or from no
par value to 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

                                       3
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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.

                  5. SALE OF ASSETS, DISSOLUTION. Notwithstanding paragraph 4
hereof, in the event of a 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, or in the event of any other distribution
or dividend (other than cash dividends) or other event described in Section 4,
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, sale or distribution 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 or
in the event of any other distribution or dividend (as provided above).

                  6. 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.

                  7. 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.

                  8. 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


                                       4
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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.

                  9. LIMITED TRANSFERABILITY. This Warrant is not transferable
or assignable by the Holder except (i) to Ladenburg Thalmann & Co. Inc., any
successor firm or corporation of Ladenburg Thalmann & Co. Inc., (ii) to any of
the officers of Ladenburg Thalmann & Co. Inc. or of any such successor firm, or
(iii) in the case of an individual, pursuant to such individual's last will and
testament or the laws of descent and distribution and is so transferable only
upon the books of the Company which it shall cause to be maintained for the
purpose. The Company may treat the registered holder of this Warrant as he or it
appears on the Company's books at any time as the Holder for all purposes. The
Company shall permit any holder of a Warrant or his duly authorized attorney,
upon written request during ordinary business hours, to inspect and copy or make
extracts from its books showing the registered holders of Warrants. All Warrants
will be dated the same date as this Warrant.

                  10. 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.

                  11. 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 offer and sale of 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 13 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

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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:

                  "THESE SHARES OF COMMON STOCK HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933
                  OR ANY OTHER SECURITIES LAWS. SUCH
                  SECURITIES MAY NOT BE OFFERED FOR SALE,
                  SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
                  IN THE ABSENCE OF (1) AN EFFECTIVE
                  REGISTRATION STATEMENT COVERING SUCH
                  SECURITIES UNDER THE SECURITIES ACT OF 1933
                  AND ANY OTHER APPLICABLE SECURITIES LAWS, OR
                  (2) AN OPINION OF COUNSEL REASONABLY
                  SATISFACTORY TO THE COMPANY THAT SUCH
                  REGISTRATION IS NOT REQUIRED."

                  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.

                  12. 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.

                  13.  REGISTRATION RIGHTS.

                  (a) The Company agrees that if at any time hereafter the
Company proposes to file with the Securities and Exchange Commission (the
"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; 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 defined below)


                                       6
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included therein) such number of 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 (as hereinafter defined)
requested to be included in such registration and any 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 use its commercial reasonable efforts to file
and seek the effectiveness of such Registration Statement with the Commission
and will cause the prospectus included in such Registration Statement to meet
the requirements of the Securities Act necessary to effect the sale of the
Shares included at the request of the Holder and keep such Registration
Statement effective for a period of 180 days thereafter. The term "Warrant
Common Stock" shall mean the Shares issuable and issued pursuant to this Warrant
Agreement and all other Warrants originally granted to Ladenburg and/or its
employees or consultants as contemplated herein and pursuant to all Warrants
issued upon transfer, division, or combination of, or in substitution for, any
thereof.

                  (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 13 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) The Company's obligations under this Section 13 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.

         14.  INDEMNIFICATION.

         (a) The Company agrees to indemnify and hold harmless each selling
holder of shares of Warrant Common Stock and each person who controls any such
selling holder within the meaning of Section 15 of the Securities Act, and each
and all of them, from and against any and all losses, claims, damages,
liabilities or actions, joint or several, to which any selling holder of shares
of Warrant Common Stock or they or any of them may become subject under the
Securities Act or otherwise and to reimburse the persons indemnified above for
any legal or other expenses (including the reasonable cost of any


                                       7
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investigation and preparation) incurred by them in connection with any
litigation or threatened litigation, whether or not resulting in any liability,
but only insofar as such losses, claims, damages, liabilities or actions arise
out of, or are based upon, any untrue statement or alleged untrue statement of a
material fact contained in any registration statement pursuant to which shares
of Warrant Common Stock were registered under the Securities Act (hereinafter
called a "Registration Statement"), any preliminary prospectus, the final
prospectus or any amendment or supplement thereto (or in any application or
document filed in connection therewith) or document executed by the Company
based upon written information furnished by or on behalf of the Company filed in
any jurisdiction in order to register or qualify the shares of Warrant Common
Stock under the securities laws thereof or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the indemnity agreement contained
in this sub-section (a) shall not extend to any selling holder of shares of
Warrant Common Stock in respect of any such losses, claims, damages, liabilities
or actions arising out of, or based upon, any such untrue statement or alleged
untrue statement, or any such omission or alleged omission, if such statement or
omission was based upon and made in conformity with information furnished in
writing to the Company by a selling holder of shares of Warrant Common Stock
specifically for use in connection with the preparation of such Registration
Statement, any final prospectus, any preliminary prospectus or any such
amendment or supplement thereto. The Company agrees to pay any reasonable legal
and other expenses for which it is liable under this sub-section (a) from time
to time (but not more frequently than monthly) within 30 days after its receipt
of a bill therefor.

         (b) Each selling holder of shares of Warrant Common Stock, severally
and not jointly, will indemnify and hold harmless the Company, its directors,
its officers who shall have signed the Registration Statement and each person,
if any, who controls the Company within the meaning of Section 15 of the
Securities Act to the same extent as the foregoing indemnity from the Company,
but in each case to the extent, and only to the extent, that any statement in or
omission from or alleged omission from such Registration Statement, any final
prospectus, any preliminary prospectus or any amendment or supplement thereto
was made in reliance upon information furnished in writing to the Company by
such selling holder specifically for use in connection with the preparation of
the Registration Statement, any final prospectus or the preliminary prospectus
or any such amendment or supplement thereto; provided, however, that the
obligation of any holder of shares of Warrant Common Stock to indemnify the
Company under the provisions of this sub-section (b) shall be limited to the
product of the number of shares of Warrant Common Stock being sold by the
selling holder and the market price of the Common Stock on the date of the sale
to the public of these shares of Warrant Common Stock. Each selling holder of
shares of Warrant Common Stock agrees to pay any legal and other expenses for
which it is liable under this sub-section (b) from time to time (but not more
frequently than monthly) within 30 days after receipt of a bill therefor.

         (c) If any action is brought against a person entitled to
indemnification pursuant to the foregoing Sections 14(a) or (b) (an "indemnified
party") in respect of which

                                       8
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indemnity may be sought against a person granting indemnification (an
"indemnifying party") pursuant to such Sections, such indemnified party shall
promptly notify such indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party of any such action shall
not release the indemnifying party from any liability it may have to such
indemnified party otherwise than on account of the indemnity agreement contained
in sub-sections (a) or (b) of this Section 14, except to the extent that such
failure or delay in providing notice of an indemnifiable claim shall have
materially prejudiced the defense of such indemnifiable claim. In case any such
action is brought against an indemnified party and it notifies an indemnifying
party of the commencement thereof, the indemnifying party against which a claim
is to be made will be entitled to participate therein at its own expense and, to
the extent that it may wish, to assume at its own expense the defense thereof,
with counsel reasonably satisfactory to such indemnified party; provided,
however, that (i) if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded based upon advice of counsel that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the indemnified
party shall have the right to select separate counsel to assume such legal
defenses and otherwise to participate in the defense of such action on behalf of
such indemnified party or parties, and (ii) in any event, the indemnified party
shall be entitled to have counsel chosen by such indemnified party participate
in, but not conduct, the defense at the expense of the indemnifying party. Upon
receipt of notice from the indemnifying party to such indemnified party of its
election so to assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such indemnified
party under this Section 14 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof unless
(i) the indemnified party shall have employed such counsel in connection with
the assumption of legal defenses in accordance with proviso (i) to the next
preceding sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel), (ii)
the indemnifying party shall not have employed counsel reasonably satisfactory
to the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action, or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party. An indemnifying party shall not be liable for
any settlement of any action or proceeding effected without its written consent.

         (d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for this Section 14 is
unavailable in accordance with its terms, the Company and the selling holder of
shares of Warrant Common Stock shall contribute to the aggregate losses, claims,
damages and liabilities, of the nature contemplated by said indemnity agreement,
incurred by the Company and the selling holder of shares of Warrant Common
Stock, in such proportions as is appropriate to reflect the relative benefits
received by the Company and the selling holder of shares of Warrant Common Stock
from any offering of the shares of Warrant Common Stock; provided, however, that
if such allocation is not permitted by applicable law or if the indemnified
party failed to give the notice required under sub-section (c) of this Section


                                       9
<PAGE>

14, then the relative fault of the Company and the selling holder of shares of
Warrant Common Stock in connection with the statements or omissions which
resulted in such losses, claims, damages and liabilities and other relevant
equitable considerations will be considered together with such relative
benefits.

         (e) The respective indemnity and contribution agreements by the Company
and the selling holder of shares of Warrant Common Stock in sub-sections (a),
(b), (c) and (d) of this Section 14 shall remain operative and in full force and
effect regardless of (i) any investigation made by any selling holder of shares
of Warrant Common Stock or by or on behalf of any person who controls such
selling holder or by the Company or any controlling person of the Company or any
director or any officer of the company, (ii) payment for any of the shares of
Warrant Common Stock, or (iii) any termination of this Agreement, and shall
survive the delivery of the shares of Warrant Common Stock, and any successor of
the Company, or of any selling holder of shares of Warrant Common Stock, or of
any person who controls the Company or of any selling holder of shares of
Warrant Common Stock, as the case may be, shall be entitled to the benefit of
such respective indemnity and contribution agreements. The respective indemnity
and contribution agreements by the Company and the selling holder of shares of
Warrant Common Stock contained in sub-sections (a), (b), (c) and (d) of this
Section 14 shall be in addition to any liability which the Company and the
selling holder of shares of Warrant Common Stock may otherwise have.

         15. 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:
                                        -----------------------------------
                                        (Name)    (Title)



                                    LADENBURG THALMANN & CO., INC.

                                    By:
                                        ---------------------------
                                        (Name)    (Title)


                                       10
<PAGE>

                               NOTICE OF EXERCISE

To: Emerson Radio Corp.

1. The undersigned hereby elects to purchase _____ shares of Common Stock of
______________________ pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price of such shares in full.

2. Please issue a certificate or certificates representing said shares in the
name of the undersigned or in such other name or names as are specified below:


-------------------------------
           (Name)


-------------------------------
          (Address)

3. The undersigned represents that the aforesaid shares are being acquired for
the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares.

------------------------------- (Signature)
------------------------ (Date)

4. Please issue a new Warrant of equivalent form and tenor for the unexercised
portion of the attached Warrant in the name of the undersigned or in such other
name as is specified below:

-------------------------------

Date:
      -------------------------

(Warrantholder)
                -------------------------
Name: (Print)
              ---------------------------
                                                                      Its:
                                                                           -----

                                       11
<PAGE>
                 SUBSCRIPTION FOR CASHLESS WARRANT SUBSCRIPTION


         The undersigned, _____________, pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe to that number of shares of the
Common Stock as are issuable in accordance with the formula set forth in
paragraph 1(b) of the Warrant, and makes payment therefor in full by surrender
and delivery of this Warrant.


Dated:                                       Signature:

                                             Address:



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<PAGE>
                                   ASSIGNMENT

         FOR VALUE RECEIVED, _____________ hereby sells, assigns and transfers
unto            the foregoing Warrant and all rights evidenced thereby, and does
irrevocably constitute and appoint _____________, attorney, to transfer said
Warrant on the books of _______________.


Dated:                                            Signature:

                                              Address:

                                       13
<PAGE>

                               PARTIAL ASSIGNMENT


         FOR VALUE RECEIVED, _____________ hereby assigns and transfers unto
___________ the right to purchase ____________ shares of the Common Stock of
____________ by the foregoing Warrant, and a proportionate part of said Warrant
and the rights evidenced hereby, and does irrevocably constitute and appoint
_____________, attorney, to transfer that part of said Warrant on the books of
______________.



Dated:                                              Signature:

                                              Address:


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