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