LICENSE CONTRACT

This  License Contract is entered into as of October 29, 1999 ("Effective date")
by  and  among  Daewoo  Electronics  Co. LTD.  ("Daewoo"),  a  corporation  duly
organized  and  existing  under the law of the Republic  of  Korea,  having  its
principal  office at 686, Ahyon-dong, Mapo-gu, Seoul, Korea; and  Emerson  Radio
Corp.  ("Emerson"), a corporation duly organized and existing under the  law  of
the  State  of  Delaware, U.S.A., having its principal office at 9  Entin  Road,
Parsippany, New Jersey 07054-0430, U.S.A.

1.    Emerson will continue to be the entity to procure business in the U.S. for
Daewoo for the products listed on the attached Exhibit ("product") which Daewoo,
as    independent   contractor,   manufactures   to   be   shipped   under   the
Emerson(Registered) trademark.
     Emerson  and  Daewoo each shall, during the continuance of this  agreement,
diligently  and  faithfully fulfill their obligations under this  agreement  and
shall  undertake to use reasonable efforts to maximize the sales of the products
in  the  U.S.A.  and  shall  maintain and safeguard  the  goodwill,  reputation,
prestige  and interest of the other and shall not do anything that will  prevent
such sale or interfere with the development of the product in the U.S.A.
      In  accordance with past practice, Emerson shall keep Daewoo informed upon
request  of  Daewoo of market conditions within the U.S.A. for the products  and
activities and prices of competitors and provide available information  relevant
for the purpose of furthering the sale of the products.  Emerson shall render to
Daewoo,  during the term of this agreement, and thereafter, such  assistance  as
Daewoo  may  reasonably  request  in support of  Daewoo's  efforts  to  receive,
collect,  recover or sue for payment due from purchasers of the  products  under
orders solicited by Emerson.

2.   All orders for product will continue to be written directly to Daewoo which
will  be  responsible for order processing, shipment, credit,  collections,  and
after  sales services.  Daewoo will also continue to be responsible for  returns
and  returns processing for all products sold under this program, and all  sales
will be subject to Daewoo's return for credit policy. Emerson shall not, without
the  written  consent and the authority of Daewoo, collect any monies  from  any
customers of the products.

3.    Daewoo  will  pay  Emerson the commissions as set forth  on  the  attached
Exhibit for Emerson's sales and marketing services as follows:

  A.   Commissions will be calculated on net sales, less actual returns.
  B.   Commencing  April  1,  2000, Daewoo will also pay  Emerson  the  minimum
       commissions also set forth on the attached Exhibit.
  C.   Emerson will continue to be responsible for any commissions it pays to
       its sales representatives to acquire the business covered by this
       agreement.
  D.   Any commissions stipulated and paid hereunder shall be deemed to cover
       all the costs, fees, charges and expenses incurred by Emerson in
       connection with the respective sale of the products.

4.    This agreement shall remain in effect from the Effective date through  and
including March 31, 2003, unless otherwise provided herein ("term").

5.    Emerson will continue to have, in its sole discretion, the right  to  take
any  action regarding its exclusively owned trademark, including that  necessary
to  protect the integrity of its mark (which would include, among other  things,
the  right  to receive and approve samples and literature to assure quality  and
proper usage of its mark).  Emerson shall not, in the U.S.A., deal in any of the
products  set  forth  on  the  attached Exhibit  on  its  own  behalf  or  as  a
representative  of any other supplier or manufacturer.  Daewoo  agrees  that  it
shall  comply  with all action required by Emerson to protect its  mark,  notify
Emerson  promptly  of  any alleged infringement of its  rights  in  and  to  its
trademarks and cooperate with Emerson in the enforcement of its trademark(s).
      Emerson  represents and warrants that it is the owner  of  the  trademarks
applicable  to the products and has the right to authorize Daewoo  to  sell  the
products in the U.S., and Emerson shall indemnify and hold Daewoo harmless  from
and  against any costs, legal fees or damages finally awarded in connection with
a  breach of this warranty. Upon termination or expiration, Daewoo shall have no
further  right to sell products with the Emerson trademark, except  that  Daewoo
(utilizing  Emerson's sales and marketing services as defined in this agreement)
shall  be  permitted to sell products or components bearing the trademark  which
are  in  stock, on hand, or on order as previously confirmed by Emerson, at  the
time  of  termination or expiration, for a period of time not to exceed six  (6)
months from such date of expiration or termination, at prevailing market prices.
Commissions shall be due on all such sales.
      In  the event that all such product is not sold within such six (6)  month
period,  Emerson  has the right to purchase such remaining product  at  Daewoo's
factory  cost.  Any such product not purchased by Emerson may only  be  sold  by
Daewoo without the Emerson trademark.

6.    Notwithstanding the provisions of this agreement, this  agreement  may  be
terminated:  a.)  by  agreement  in writing of the  parties;  b.)  by  the  non-
defaulting party, upon any default by the other party in the performance of  any
of  its obligations under this agreement, if such default is not remedied within
forty-five  (45)  days after receipt of notice thereof from  the  non-defaulting
party; c.) by either party, upon the other party's: (1) making assignment of all
or  a substantial portion of assets for the benefit of creditors, being adjudged
bankrupt,  or becoming insolvent; (2) filing a petition seeking its  dissolution
or  liquidation, not stayed or dismissed within sixty (60) days; or (3)  ceasing
to  do  business  for any reason; or d.) by either party if an  event  of  force
majeure continues for more than three (3) months.
      Upon  termination of this agreement, Emerson is entitled  to  receive  the
commission  in  respect of sales resulting from orders received  by  Daewoo  and
previously  confirmed by Emerson up to the date of such termination or  for  the
sale  of products or components bearing the trademark which are in stock, or  on
hand  at  the time of termination as provided in paragraph 5 above.  Except  for
claims  arising  from obligations set forth in paragraphs 5,  7,  8  and  9,  no
further  amounts  for indemnification or otherwise, shall be payable  by  either
party  to  the other party, its officers or employees, upon or after termination
of this agreement.  Termination of this agreement shall not release either party
from any accrued obligation hereunder.

7.    Daewoo  shall  defend and indemnify Emerson, its subsidiaries,  and  their
representatives from and against any and all claims, damages and  costs  of  any
nature  (including  attorneys'  fees and expenses),  directly  arising  from  or
related  to Daewoo's manufacture or distribution of the products or the  conduct
of its business and shall maintain insurance satisfactory to Emerson.
      Emerson shall indemnify, protect and save Daewoo from all claims, demands,
suits or actions for damage to property or persons which may be sustained by any
third  party  directly  arising from or related  to  the  conduct  of  Emerson's
business.

8.   Each  party will not disclose any confidential information to third parties
without  the  express  written consent of the other party, unless  compelled  by
law/legal  process/applicable securities/national securities exchange  rules  or
regulations.

9.   Miscellaneous.
A.  Each  party  warrants that it is validly existing, has the  full  power  and
authority  to  execute and perform under this agreement, shall comply  with  all
applicable laws, rules, codes, etc. relating to the conduct of its business  and
its obligations hereunder, and that it and its products are and will continue to
be Year 2000 compliant.

B.  The  parties have agreed that this agreement be interpreted in  the  English
language and may be executed in any number of counterparts or by facsimile,  all
of  which  will  constitute one agreement. All notices  will  be  delivered,  in
English,  by  facsimile to the other party at its facsimile number  noted  below
(unless otherwise notified by facsimile) and be effective upon actual receipt.

C.  This  agreement supersedes all other agreements, oral or written,  regarding
its  subject  matter  and may not be changed, amended or  waived,  except  in  a
writing  signed  by  both parties. This agreement and every term  and  condition
thereof shall inure to the benefit of the parties, and shall be binding upon any
successors  to  the  parties, but neither party may, in  any  event,  assign  or
otherwise  transfer  this  agreement  or  any  rights  thereunder  directly   or
indirectly  or  voluntarily or by operation of law, without  the  prior  written
consent  of  the other party.  If any provision of this agreement proves  to  be
invalid  or unenforceable under existing or future law, the remaining provisions
of  the  agreement  will remain in force in all other respects.  The  respective
representations  and covenants of the parties shall survive any  termination  of
this agreement.

D.   The  law  of New Jersey, U.S.A., excluding its conflicts of law provisions,
governs this agreement and the courts of New Jersey will have sole and exclusive
jurisdiction over the parties in any dispute, except each party has the right to
make  application for, and seek enforcement of, injunctive relief in  any  court
having jurisdiction.

E.   Daewoo   shall  preserve  accurate  records  relating  to  the  production,
distribution  and after sales service of the products for a period  of  3  years
from  the  expiration or termination of this agreement and  shall  permit,  upon
request, Emerson or its agents to review such records.

F.   Nothing  herein  contained shall entitle either party  to  enter  into  any
obligation or commitment binding upon the other party without the prior  written
consent of such party which such party shall be under no obligation to give.

G.   Emerson agrees that it has no authority to make or give and shall not  make
any  representation or give any guarantee or warranty in respect of the products
other than as Daewoo may from time to time in writing expressly authorize.

Emerson Radio Corp.                          Daewoo Electronics Co., Ltd.

By: /s/ Geoffrey P. Jurick                   By: /s/ Tak-Myung Kang
    Geoffrey P. Jurick                           Tak-Myung Kang
    Chairman  of  the  Board, CEO                Executive Managing Director
    and President
    [Facsimile No.: (973) 428-2424]              [Facsimile No.: 0118223608000]