Exhibit 10.28

NEITHER THIS WARRANT NOR THE COMMON STOCK  ISSUABLE  UPON  EXERCISE  HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
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 1st day of August, 2002, by and between EMERSON
RADIO CORP.,  a Delaware  corporation  (the  "Company"),  and FURTHER LANE ASSET
MANAGEMENT, L.P., a New York partnership ("Further Lane" or "Holder").

     WHEREAS,  on even date herewith,  the Company and Further Lane entered into
that certain  Consulting  Agreement  (the  "Consulting  Agreement")  whereby the
Company  engaged  Further  Lane 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 Further Lane,  and/or  employees or consultants of Further Lane designated by
it upon its execution  and delivery of the  Consulting  Agreement,  Common Stock
Purchase Warrants (the "Warrants") to purchase an aggregate of 200,000 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  200,000  shares of the  Common  Stock of the  Company  (the
"Shares"), subject to adjustment as set forth herein.

     2. Exercise of Warrants. (a) Subject to clause (b) below, the Warrants will
vest and may be  exercised  by the  Holder as to (i) 50% of the  Shares  covered
hereby  at any time  after  February  1,  2003,  and (ii) all or any part of the
Shares  covered  hereby at any time after August 1, 2003 , in either event until
August 1, 2005,  when such Warrants shall expire,  at an exercise price of $2.20
per share ("Warrant  Exercise  Price").  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
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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 August 1, 2005. (b) In the event (a) the Consulting Agreement
is terminated by Consultant  (as defined in the  Consulting  Agreement)  for any
reason or (b) the Company  terminates  the  Consulting  Agreement as a result of
Consultant's  material  default or breach by  Consultant  under the terms of the
Consulting  Agreement  ("For  Cause"),  the  Holder  shall only be  entitled  to
exercise  this Warrant (as defined  below) with respect to that number of shares
of Common Stock of the Company  that have vested as set forth in  paragraph  (a)
above  as of the date of such  termination  and (ii) in the  event  the  Company
terminates the Consulting  Agreement  other than For Cause,  the Holder shall be
entitled to  exercise  the  Warrants  for the full number of Shares set forth in
paragraph (a) above in accordance with the terms of this Warrant.

     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. Transactions Involving Sport Supply Group, Inc. Notwithstanding anything
herein to the contrary,  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 in connection  with a transaction  concerning or involving  Sport
Supply Group, Inc.

     5.  Notice of  Certain  Events.  In the event of any  consolidation  of the
Company with, or merger of the Company into, another  corporation,  the Company,
or such successor  corporation,  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),  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,

<PAGE>

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 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.


<PAGE>

     9.  Non-transferability of Warrants. The Warrants shall be non-transferable
without the express written consent of the Company.

     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 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 OFFER AND SALE OF 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."


<PAGE>

     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.  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/ Geoffrey P. Jurick
                                           Geoffrey P. Jurick
                                           Chairman and Chief Executive Officer



                                           FURTHER LANE ASSET MANAGEMENT LP

                                           By: /s/ James B. Windle
                                           James B. Windle
                                           Managing Director