INDEMNIFICATION AGREEMENT


      This  Agreement is made effective as of September 23, 1997, by and between
Emerson  Radio  Corp., a Delaware corporation (the "Company"), and  Terrence  M.
Babilla ("Employee").

                           W I T N E S S E T H:

      WHEREAS, in order to induce Employee to serve the Company, the Company has
agreed to provide Employee with the benefits contemplated by this Agreement;

       NOW,   THEREFORE,   in   consideration  of  the   promises,   conditions,
representations,  and  warranties set forth herein,  the  Company  and  Employee
hereby agree as follows:

      1.    DEFINITIONS.  The following terms, as used herein,  shall  have  the
following respective meanings:

           "Change  in  Control" shall be deemed to have  occurred  if  (i)  any
     "person"  (as  such  term  is  used in Sections  13(d)  and  14(d)  of  the
     Securities  Exchange  Act  of 1934, as amended  (the  "Act")),  other  than
     Geoffrey P. Jurick or a trustee or other fiduciary holding securities under
     an  employee benefit plan of the Company or a corporation owned directly or
     indirectly  by  the stockholders of the Company in substantially  the  same
     proportions  as their ownership of stock of the Company, is or becomes  the
     "beneficial  owner" (as defined in Rule 13d-3 under the Act),  directly  or
     indirectly,  of securities of the Company representing 20% or more  of  the
     total  voting  power  represented by the Company's then outstanding  voting
     securities,  (ii)  during any period of two consecutive years,  individuals
     who  at  the beginning of such period constitute the Board of Directors  of
     the  Company and any new director whose election by the Board of  Directors
     or nomination for election by the Company's stockholders was approved by  a
     vote of at least two-thirds (2/3) of the directors then still in office who
     either  were directors at the beginning of the period or whose election  or
     nomination for election was previously so approved, cease, for any  reason,
     to  constitute a majority of the Board of Directors, (iii) the stockholders
     of  the  Company approve a merger or consolidation of the Company with  any
     other  corporation, other than a merger or consolidation that would  result
     in  the  voting  securities  of the Company outstanding  immediately  prior
     thereto  continuing  to represent (either by remaining  outstanding  or  by
     being  converted into voting securities of the surviving entity)  at  least
     80%  of the total voting power represented by the voting securities of  the
     Company or such surviving entity outstanding immediately after such  merger
     or consolidation, or (iv) the stockholders of the Company approve a plan of
     complete liquidation of the Company or an agreement for sale or disposition
     by the Company of all or substantially all of the Company's assets.

           "Claim" means any threatened, pending, or completed action, suit,  or
     proceeding,  or any inquiry or investigation, whether conducted  by  or  on
     behalf  of  the  Company or any other party, that Employee  in  good  faith
     believes  might  lead  to  the institution of any  such  action,  suit,  or
     proceeding,  whether  civil,  criminal, administrative,  investigative,  or
     other.

           "Covered Act" means any breach of duty, neglect, error, misstatement,
     misleading  statement, omission, or other act done or wrongfully  attempted
     by Employee or any of the foregoing alleged by any claimant or any event or
     occurrence related to the fact that Employee is or was a director, officer,
     employee,  agent, or fiduciary of the Company or is or was serving  at  the
     request of the Company as a director, officer, employee, trustee, agent, or
     fiduciary  of  another corporation, partnership, joint venture,  trust,  or
     other entity.

          "Determination" means a determination, based on the facts known at the
     time, by:

                    (i)  A majority vote of a quorum of disinterested directors;

                    (ii) Special, independent legal counsel in a written opinion
          prepared  at  the  request of a majority of a quorum of  disinterested
          directors or pursuant to Section 4(a);

                     (iii)      A majority of the disinterested stockholders  of
          the Company; or

                      (iv)   A  final  adjudication  by  a  court  of  competent
          jurisdiction.

          "Determined" shall have a correlative meaning.

          "Excluded Claim" means any Claim:

                     (i)  Based upon or attributable to Employee gaining in fact
          any personal profit or advantage to which Employee is not entitled;

                     (ii) For the return by Employee of any remuneration paid to
          Employee  without  the previous approval of the  stockholders  of  the
          Company which is illegal;

                     (iii)      Resulting from Employee's knowingly  fraudulent,
          dishonest, or willful misconduct; or

                     (iv)  Any claim for which indemnification is prohibited  by
          applicable law.

           "Expenses"  means any expense incurred by Employee as a result  of  a
     Claim  or  Claims  made  against him for Covered  Acts  including,  without
     limitation,  attorneys' fees and all other costs, expenses, and obligations
     paid  or  incurred  in connection with investigating,  defending,  being  a
     witness  in,  or  participating in (including on appeal), or  preparing  to
     defend,  be  a  witness  in, or participate in any Claim  relating  to  any
     Covered Act, but shall not include Fines.

           "Fines"  means  any  fine, penalty or, with respect  to  an  employee
     benefit plan, any excise tax or penalty assessed with respect thereto.

          "Losses" means any amount that Employee is legally obligated to pay as
     a  result of a Claim or Claims made against him for Covered Acts including,
     without limitation, damages and judgments and sums paid in settlement of  a
     Claim or Claims, but shall not include Fines.

     2.   MAINTENANCE OF  DIRECTORS' AND OFFICERS' LIABILITY INSURANCE.

           (a)   The  Company hereby covenants and agrees that, subject  to  the
     provisions  of the Company's Certificate of Incorporation or Corporate  By-
     Laws,  as  may be amended from time-to-time, regarding the Company's  power
     and  authority to purchase insurance or other arrangement for its directors
     or  officers, so long as Employee shall continue to serve as an employee of
     the  Company  and thereafter so long as Employee shall be  subject  to  any
     Claim  for  any  Covered Act, the Company, subject to Section  2(c),  shall
     purchase  or  maintain  in full force and effect directors'  and  officers'
     liability insurance or other arrangement.

           (b)   In all policies of directors' and officers' liability insurance
     or  other arrangement maintained by the Company, Employee shall be named as
     an insured (to the extent permitted, if at all, by the Company's directors'
     and officers' liability insurance carrier or other arrangement provider) in
     such  a manner as to provide Employee the same rights and benefits, subject
     to  the  same  limitations, as are accorded to the Company's  directors  or
     officers most favorably insured by such policy.

           (c)  The Company shall have no obligation to maintain directors'  and
     officers'  liability  insurance  or  other  arrangement  if  the  Board  of
     Directors  of  the  Company determines not to purchase  and  maintain  such
     insurance or other arrangement as set forth in the Company's Certificate of
     Incorporation  or  Corporate  By-Laws, including  but  not  limited  to,  a
     determination  in  good  faith  that  such  insurance  is  not   reasonably
     available, the premium costs for such insurance are disproportionate to the
     amount of coverage provided, or the coverage provided by such insurance  is
     limited by exclusions so as to provide an insufficient benefit.

      3.    INDEMNIFICATION.  The Company shall indemnify Employee and hold  him
harmless  from  any  and all Losses, Expenses, and Fines to the  fullest  extent
authorized, permitted, or not prohibited (i) by the General Corporation  Law  of
the  State  of  Delaware  (the "GCL"), or any other  applicable  law  (including
judicial,  regulatory, or administrative interpretations or  readings  thereof),
the  Company's Certificate of Incorporation or Bylaws as in effect on  the  date
hereof,  or  (ii)  by  any  amendment  thereof  or  other  statutory  provisions
authorizing  or permitting such indemnification that is adopted after  the  date
hereof, subject to the further provisions of this Agreement.  In the event  that
after the date hereof the Company provides any greater right of indemnification,
in  any respect, to any other person serving as an officer, director or employee
of  the  Company, then such greater right of indemnification shall inure to  the
benefit  of  and shall be deemed to be incorporated in this Agreement.   In  the
event  the provisions of this Agreement are prohibited by the provisions of  the
Company's  Corporate  By-Laws  or Certificate of  Incorporation,  the  Company's
Certificate of Incorporation and Corporate By-Laws shall prevail.

     4.   EXCLUDED COVERAGE.

           (a)   The Company shall have no obligation to indemnify Employee  for
     and  hold  him  harmless from any Loss, Expense, or  Fine  which  has  been
     Determined to constitute an Excluded Claim, provided that in the event of a
     Change  in  Control,  then with respect to all matters  thereafter  arising
     concerning  the  rights  of  Employee to  indemnity  payments  and  Expense
     advances  under this Agreement, or any other agreements or  bylaws  now  or
     hereafter  in  effect relating to Claims for Covered Acts, a  Determination
     with  respect  to  an  Excluded Claim shall be made  only  by  a  court  of
     competent jurisdiction or by special, independent legal counsel selected by
     Employee  and  approved  by  the  Company  (which  approval  shall  not  be
     unreasonably  withheld), and who has not otherwise performed  services  for
     the  Company  or Employee.  In the event that Employee and the Company  are
     unable to agree on the selection of the special, independent legal counsel,
     such special, independent legal counsel shall be selected by lot from among
     at  least  five  law firms designated by Employee, each  in  the  State  of
     Delaware,  Essex and Morris Counties, New Jersey or Dallas,  Texas,  having
     more  than thirty-five (35) attorneys and having a rating of "av" or better
     in the then current Martindale-Hubbell Law Directory.  Such selection shall
     be made in the presence of Employee (and Employee's legal counsel or either
     of  them, as Employee may elect).  Such special, independent legal counsel,
     among  other  things, shall determine whether and to what  extent  Employee
     would  be permitted to be indemnified under applicable law and shall render
     its written opinion to the Company and Employee to such effect.

          If there has been a Determination that the Company is not obligated to
     indemnify  Employee as a result of an Excluded Claim (whether  by  special,
     independent legal counsel or otherwise), Employee shall have the  right  to
     commence  litigation in any court in the States of Delaware, New Jersey  or
     Texas  having  subject matter jurisdiction thereof, and in which  venue  is
     proper, challenging any such Determination; provided that the Company shall
     be  entitled  to be reimbursed by Employee (who hereby agrees to  reimburse
     the  Company)  for all such amounts theretofore paid with respect  to  such
     Excluded  Claim (only upon a final judicial Determination that Employee  is
     not  entitled to indemnification made with respect thereto as to which  all
     rights  of appeal therefrom have been exhausted or lapsed) and the  Company
     shall  be  obligated  to  indemnify or advance any  additional  amounts  to
     Employee  attributable to the defense of such Excluded Claim until  such  a
     judicial Determination has been made.

           (b)  The Company shall use its best efforts to make the Determination
     contemplated herein promptly.  Upon request by Employee, in connection with
     any  matter  for  which  indemnification or  reimbursement  may  be  sought
     hereunder, the Company agrees to promptly make a Determination whether such
     matter  constitutes  an  Excluded Claim.  In this connection,  the  Company
     agrees:

                     (i)   if  the Determination is to be made by a majority  of
          disinterested  directors of the Company or a committee  thereof,  such
          Determination shall be made not later than fifteen (15) days  after  a
          written request for a Determination (a "Request") is delivered to  the
          Company by Employee;

                     (ii)  if  the  Determination is  to  be  made  by  special,
          independent legal counsel, such Determination shall be made not  later
          than  ninety (90) days after a Request is delivered to the Company  by
          Employee; and

                     (iii)      if  the  Determination is  to  be  made  by  the
          stockholders  of  the Company, such Determination shall  be  made  not
          later  than one hundred fifty (150) days after a Request is  delivered
          to the Company by Employee.

           The  failure to make a Determination within the above-specified  time
     periods shall constitute a Determination approving full indemnification  or
     reimbursement of Employee.  All costs of making the Determination shall  be
     borne solely by the Company.

           (c)   The Company shall have no obligation to indemnify Employee  and
     hold  him  harmless  for  any Loss, Expense, or Fine  to  the  extent  that
     Employee is actually and finally reimbursed for such Loss, Expense, or Fine
     by  the  Company  pursuant to the Company's Certificate  of  Incorporation,
     Bylaws, or otherwise.

           (d)   The Company shall have no obligation to indemnify Employee  and
     hold him harmless for any Fines to the extent that such indemnification  is
     prohibited by the GCL.

     5.   INDEMNIFICATION PROCEDURES.

           (a)  Promptly after receipt by Employee of notice of the commencement
     of  or  the  threat  of  commencement of  any  Claim,  Employee  shall,  if
     indemnification with respect thereto is being sought from the Company under
     this  Agreement,  notify the Company of the commencement thereof,  provided
     that  failure  to so notify the Company shall not relieve the Company  from
     any liability that it may have to Employee under this Agreement unless such
     failure  materially  and  adversely  affects  the  rights  of  the  Company
     thereunder.

           (b)   Subject to the provisions of this Agreement if, at the time  of
     the  receipt  of  such  notice, the Company has  directors'  and  officers'
     liability insurance or other arrangement in effect, the Company shall  give
     prompt  and proper notice of the commencement of such Claim to the  insurer
     or  other  arrangement  provider.  The Company shall  thereafter  take  all
     necessary  or desirable action to pay or to cause such insurer to  pay,  on
     behalf of Employee, all Losses, Expenses, and Fines payable as a result  of
     such Claim in accordance with the terms of such policies.

           (c)   To  the  extent  the  Company does not,  at  the  time  of  the
     commencement  of  or  the  threat  of  commencement  of  such  Claim,  have
     applicable   directors'  and  officers'  liability   insurance   or   other
     arrangement provider, or if the full amount of any Expenses arising out  of
     such  action, suit, or Claim will not be payable under such insurance  then
     in  effect, the Company shall be obligated to pay the Expenses relating  to
     any such Claim in advance of the final disposition thereof and the Company,
     if appropriate, shall be entitled to assume the defense of such Claim, with
     counsel  reasonably satisfactory to Employee, upon the delivery to Employee
     of written notice of its election so to do.  After delivery of such notice,
     the  Company  will not be liable to Employee under this Agreement  for  any
     legal  or  other Expenses subsequently incurred by Employee  in  connection
     with  such  defense other than reasonable costs of investigation,  provided
     that  Employee shall have the right to employ its counsel in any such Claim
     but the fees and expenses of such counsel incurred after delivery of notice
     from  the  Company  of  its  assumption of such defense  shall  be  at  the
     Employee's expense, provided further that if (i) the employment of  counsel
     by  Employee  has been previously authorized by the Company, (ii)  Employee
     shall  have  reasonably concluded that there may be a conflict of  interest
     between  the  Company and Employee in the conduct of any such  defense,  or
     (iii)  the Company shall not, in fact, have employed counsel to assume  the
     defense  of such action, the reasonable fees and expenses of counsel  shall
     be at the expense of the Company.

           (d)   All  payments  on  account  of  the  Company's  indemnification
     obligations under this Agreement shall be made promptly, but in  any  event
     within  thirty  (30) days of Employee's written request therefor,  provided
     that  all  payments on account of the Company's obligations under Paragraph
     5(c)  of this Agreement prior to the final disposition of any Claim,  shall
     be made within ten (10) days of Employee's written request therefor.

           (e)   Employee  agrees that he will reimburse  the  Company  for  all
     Losses,  Expenses, and Fines paid by the Company on behalf of  Employee  in
     connection  with any Claim against Employee in the event and  only  to  the
     extent  that  a Determination shall have been made by a court  in  a  final
     adjudication  from  which  there is no further right  of  appeal  that  the
     Employee is not entitled to be indemnified by the Company for such  amounts
     because the Claim is an Excluded Claim or because Employee is otherwise not
     entitled to payment under this Agreement.

      6.   FINAL DETERMINATION; SETTLEMENT.  The Company shall pay all Losses or
Fines  for  which  Employee  is indemnified hereunder upon  final  determination
thereof.  The Company shall have no obligation to indemnify Employee under  this
Agreement  for any amounts paid in settlement of any Claim effected without  the
Company's prior written consent.  The Company shall not settle any claim in  any
manner  which  would  impose  any  Fine or any obligation  on  Employee  without
Employee's written consent.  Neither the Company nor Employee shall unreasonably
withhold their consent to any proposed settlement.

      7.    RIGHTS  NOT EXCLUSIVE.  The rights provided hereunder shall  not  be
deemed exclusive of any other rights to which Employee may be entitled under any
charter  provision, bylaw, agreement, vote of stockholders or  of  disinterested
directors  or otherwise, both as to action in his official capacity  and  as  to
action  in  any other capacity by holding such office, and shall continue  after
Employee ceases to serve the Company as an employee.

     8.   ENFORCEMENT.

           (a)   Employee's  right to indemnification shall  be  enforceable  by
     Employee only in the state courts of the States of Delaware, New Jersey and
     Texas,  and shall be enforceable notwithstanding any adverse Determination.
     In  any  such action, if a prior adverse Determination has been  made,  the
     burden  of  proving that indemnification is required under  this  Agreement
     shall  be  on Employee.  The Company shall have the burden of proving  that
     indemnification  is not required under this Agreement if no  prior  adverse
     Determination shall have been made.

          (b)  In the event that any action is instituted by Employee under this
     Agreement,  or to enforce or interpret any of the terms of this  Agreement,
     Employee  shall  be  entitled  to be paid all  court  costs  and  expenses,
     including  reasonable counsel fees, incurred by Employee  with  respect  to
     such  action,  unless  the  court determines  that  each  of  the  material
     assertions  made by Employee as a basis for such action were  not  made  in
     good faith or were frivolous.

      9.    SEVERABILITY.  In the event that any provision of this Agreement  is
determined by a court to require the Company to do or to fail to do an act which
is  in  violation of applicable law, such provision shall be limited or modified
in  its application to the minimum extent necessary to avoid a violation of law,
and, as so limited or modified, such provision and the balance of this Agreement
shall be enforceable in accordance with its terms.

      10.  CHOICE OF LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED  IN  ACCORDANCE WITH THE SUBSTANTIVE LAWS (AND NOT THE  CHOICE  OF  LAW
PROVISIONS) OF THE STATE OF DELAWARE.

      11.   CONSENT  TO  JURISDICTION.  The Company  and  Employee  each  hereby
irrevocably consent to the jurisdiction of the courts of the States of  Delaware
and  Texas  for  all purposes in connection with any action or  proceeding  that
arises  out of or relates to this Agreement and agree that any action instituted
under this Agreement shall be brought only in the state courts of the States  of
Delaware and Texas.

      12.  SUCCESSORS AND ASSIGNS.  This Agreement shall be (i) binding upon all
successors  and  assigns  of the Company (including any  transferee  of  all  or
substantially  all  of its assets and any successor by merger  or  otherwise  by
operation of law) and (ii) shall be binding on and inure to the benefit  of  the
heirs, personal representatives, and estate of Employee.

      13.   AMENDMENT.  No amendment, modification, termination, or cancellation
of  this Agreement shall be effective unless made in a writing signed by each of
the parties hereto.

      14.   SUBROGATION.   In  the event of payment under  this  Agreement,  the
Company  shall be subrogated to the extent of such payment to all of the  rights
of  recovery  of  the Employee, who shall execute all instruments  required  and
shall  do everything that may be necessary to secure such rights, including  the
execution  of  such  documents  as  may  be  necessary  to  enable  the  Company
effectively to bring suit to enforce such rights.

      IN  WITNESS WHEREOF, the Company and Employee have executed this Agreement
as of the day and year first above written.

                                EMERSON RADIO CORP.
                                
                                
                                By:
                                  Geoffrey P. Jurick
                                  Chairman of the Board,
                                  Chief Executive Officer and President



                                   Terrence M. Babilla
                                   Employee