P U R C H A S I N G A G R E E M E N T

                                     between

             AFG-Elektronik GmbH, Hans-Vogel-Str. 7, D - 90765 Furth
                    - called in the following items SELLER -

                                       and

   EMERSON Radio International Ltd., Citco Bldg., Wickhams Cay, P.O. Box 662,
                   Road Town, Tortola, British Virgin Islands
                     - called in the following items BUYER -

                                       1.

Based upon  purchase  order Nos.  BVGM  1998/000083  (for 51,000  sets) and BVGM
1999/000001  (for 200,000  sets),  copies of which are  attached  hereto and the
terms of which are incorporated herein, and any amendments or alterations agreed
to by the  parties,  and  on  condition  that  the  seller  sell  to  the  buyer
exclusively until October 31, 1999, the smart chips for sale in the territory of
North  America,  the buyer has the  obligation to take delivery of 250,000 smart
chips from March 13, 1998 until Oct. 31, 1999.

                                       2.

For failure to take delivery of all of the goods by Oct. 31, 1999, the buyer has
to pay to the  seller a contract  penalty of 1.00 US$ (one USD) for every  smart
chip not ordered, and no other monies will be due seller. Seller will give buyer
a credit for the full amount of such  penalty  paid  toward any  purchase of the
smart  chips  following  October  31,  1999.  Seller  agrees that it will not do
anything  which will  interfere  with  buyer's  ability  to  perform  under this
agreement and shall  indemnify and hold buyer  harmless for any damages or costs
buyer may incur  which  result  from the  manufacture,  use or sale of the smart
chips, or from any claims of patent  infringement.  In the event seller fails to
timely ship any of the goods or ships defective goods for reasons under seller's
control,  buyer can cancel  that part of the  contract  which is affected by the
late shipment or the defective product without any penalty.

                                       3.

The contract parties agree upon German law as established law for all matters
of this contract.

                                       4.

All possible  legal  differences  arising from this  contract will be settled in
Furth, Germany, as the place of exclusive jurisdiction. In all controversies the
English version of this agreement shall control.

June 30, 1998


/s/ Gottfried Auer                    /s/ Geoffrey P. Jurick
(AFG-Elektronic GmbH - seller)        (Emerson Radio International Ltd. - buyer)


<PAGE>

EMERSON RADIO INTERNATIONAL, LTD.

CITCO BUILDING, WICKHAMS CAY, P.O. BOX 662
ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS
TEL. NO.: +1-809-494-2217 FAX NO.: +1-809-494-3917
          +1-809-494-2218

                                 PURCHASE ORDER

Seller : AFG-ELEKTRONIK GMBH              Purchase Order No.:  BVGM1998/000083
         HANS-VOGEL-STR. 7,
         D-90765 FURTH,                   Date       :   March 13, 1998
         GERMANY                          Model      :   M44CO92 / UC348

Brand:                                    Quantity :           51,000 SETS

Unit Price : USD ********2.7500 @ SETS                        C.I.F.

Terms of  Payment : AGAINST IRREVOCABLE LETTER OF CREDIT AT SIGHT

Description       : CPU IN DICE VERSION "M44C092"
                    LED DRIVER IN DICE VERSION "UC348"


Packing           :

Inner                              Outer
--------------------------------------------------------------------------------
 
                                 SHIPMENT - fix
              Latest Date May 31, 1998    1,000 SETS      (FOR TESTING)
              Jul 01, 1998-Jul 10, 1998 50,000 SETS       EARLY JULY, 98




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The following schedules are an integral part of this Purchase Contract:  
          X = ATTACHED WITH
X * General Specifications (Form IMP-002)
  * Product Description (Form IMP-003)
X * Toxic components in Packaging
  * Product Development Schedule (PDS) (Form IMP-004)
  * Tooling Information (Form IMP-005)
  * Bar Code Specifications (Form IMP-006)
  * Parts Procurement Requirement (Form IMP-007)
  * Service Information/Requirement (PUB1001, PUB1002)
  * Others:


--------------------------------------------------------------------------------
Confirming that this Contract,  and all schedules refered to above, are entirely
satisfactory to the Seller and to the Buyer, each party will affix his signature
below.  No further  alterations  or waivers  are  permitted  unless  approved in
writing by EMERSON, in advance.


SELLER:        /s/                    BUYER: /s/
                                             AUTHORIZED SIGNATURE
                                             EMERSON RADIO INTERNATIONAL, LTD.