REGISTRATION RIGHTS AGREEMENT

      THIS  REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into  as  of  February  4, 1997, by and among EMERSON RADIO  CORP.,  a  Delaware
corporation (the "Company" or "Emerson"), FIDENAS INTERNATIONAL LIMITED, L.L.C.,
a  New  Jersey limited liability company ("FIN"), the Creditors (as  hereinafter
defined),  FIL (as hereinafter defined) TM CAPITAL CORP., a Delaware corporation
(the "Advisor" or the "Settlement Agent").

                      W I T N E S S E T H:

RECITALS

      A.    On  June  11, 1996, Emerson, Thomas Hackett, Official Liquidator  of
Fidenas  International Bank Limited ("FIBANK"), Barclays Bank PLC  ("Barclays"),
Wayne  J.  Aranha,  Official Liquidator of Fidenas Investment  Limited  ("FIL"),
Geoffrey P. Jurick ("Jurick"), FIN, Elision International, Inc. ("Elision"), GSE
Multimedia  Technologies, Inc. ("GSE") and certain other persons as  to  certain
sections   thereof   entered  into  a  Stipulation  of  Settlement   and   Order
("Stipulation") which represented a global settlement of matters and disputes in
accordance with its terms.

       B.    The  Stipulation  provides,  among  other  things,  that,  in  full
satisfaction of all claims described or listed in the Stipulation, Jurick,  FIN,
Elision and GSE shall pay to FIBANK, Petra Stelling and Barclays (together,  the
"Creditors")  the aggregate sum of $49.5 Million (the "Settlement  Amount"),  in
accordance  with Exhibit A to the Stipulation; and that, subject  to  the  other
provisions  of  the Stipulation, Jurick shall be paid the sum of  $3.5  million,
also  in  accordance with Exhibit A to the Stipulation, solely from the proceeds
of  the sale of the shares of Common Stock of Emerson hereinafter described (the
"Jurick  Payment"  and,  together  with the Settlement  Amount,  the  "Aggregate
Amount")

      C.   The Stipulation further contemplates that the primary source of funds
for  the  payment of the Aggregate Amount will be the proceeds of  the  sale  of
shares  of  the  common stock, $.01 par value per share,  of  the  Company  (the
"Emerson  Shares") originally registered in the names of FIN, GSE  and  Elision,
certain  of which were transferred to and registered in the name of FIN pursuant
to the Stipulation.

      D.    Pursuant  to  the  Stipulation, the Creditors,  Jurick  and  Emerson
(collectively,  the  "Lead  Parties") selected  the  Advisor  to  formulate  the
Marketing  Plan  for the Emerson Shares as contemplated by the Stipulation,  and
the Settlement Agent was appointed pursuant to the Stipulation.

      E.    The  Marketing Plan may provide in part for the sale of the  Emerson
Shares  in  circumstances  which  require the  registration  thereof  under  the
Securities Act of 1933, as amended and applicable state blue sky laws.

     F.   To implement and facilitate the Stipulation, Emerson has agreed to use
its  best  efforts, from time to time, to register the Emerson Shares under  the
Securities  Act  and  to cause the Registration Statements relating  thereto  to
become and remain effective.

      NOW,  THEREFORE, in order to implement the Stipulation and for the benefit
of  the  Creditors  and  Jurick and in consideration  of  the  mutual  covenants
hereinafter set forth, the parties, intending to be legally bound, hereby  agree
as follows:

     SECTION 1.  DEFINITIONS.

     (a)  DEFINED TERMS.  Terms defined in the title to this Agreement or in the
Recitals contained herein shall have the meanings ascribed to them in the  title
or  Recitals as the case may be.  Capitalized terms not otherwise defined herein
shall  have  the  meanings ascribed thereto in the Stipulation.   The  following
additional  capitalized  terms  when  used  in  this  Agreement,  including  its
Recitals, shall, except where the context otherwise requires, have the following
meanings  (such  meanings to be equally applicable to the  singular  and  plural
forms thereof):

      "AGREEMENT"  means this Registration Rights Agreement as in effect on  the
Effective  Date and as hereafter amended, supplemented, restated,  or  otherwise
modified.

      "BUSINESS  DAY"  means a day, other than a Saturday or  Sunday,  on  which
commercial  banks  in  New  York City are open for the  general  transaction  of
business.

     "COMMON STOCK" means the common stock of Emerson.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,  and
the rules and regulations adopted by the SEC thereunder.

      "HOLDERS" shall mean FIN and its successors.  Unless the context otherwise
requires, no Creditor or FIL shall be deemed a Holder under this Agreement.

     "INDEMNIFIED PERSON" is defined in Section 4(a).

     "INDEMNIFYING PERSON" is defined in Section 4(a).

     "NASD" means the National Association of Securities Dealers, Inc.

      "PERSON"  means  an  individual,  partnership,  corporation,  joint  stock
company, unincorporated organization or association, trust or joint venture or a
governmental agency or political subdivision thereof.

      "REGISTRABLE  SECURITIES"  shall mean the  Emerson  Shares  excluding  the
Emerson  Shares  that have been (i) disposed of under a Registration  Statement,
Shelf Registration Statement or any other effective registration statement, (ii)
distributed to the public pursuant to Rule 144 under the Securities Act or (iii)
otherwise sold or transferred to a Person to satisfy, or with the proceeds  from
the sale thereof used to satisfy, a portion of the Aggregate Amount.

      "SECURITIES  ACT" means the Securities Act of 1933, as  amended,  and  the
rules and regulations adopted by the SEC thereunder.

      "SEC" means the Securities and Exchange Commission.

      "Shelf  Prospectus"  shall  mean  the  Prospectus  included  in  a  Shelf
Registration Statement, including any preliminary prospectus, and any  amendment
or  supplement thereto, including any supplement relating to the  terms  of  the
offering  of  any  portion of the Registrable Securities covered  by  the  Shelf
Registration Statement, and in each case including all material incorporated  by
reference therein.

      "SHELF  REGISTRATION" shall mean a registration required  to  be  effected
pursuant to Section 2 hereof.

      "SHELF REGISTRATION STATEMENT" shall mean a registration statement of  the
Company  that  covers  Registrable Securities to be  offered  on  a  delayed  or
continuous  basis pursuant to Rule 415 under the Securities Act, or any  similar
rule  that  may be adopted by the SEC, and all related Prospectuses,  amendments
(including  post-effective  amendments), and supplements  to  such  registration
statement,  and  all  exhibits thereto and materials incorporated  by  reference
therein.

      (b)   CROSS-REFERENCES.  Unless otherwise specified,  references  in  this
Agreement  to any Article or Section are references to such Article, or  Section
of  this  Agreement, and unless otherwise specified, references in any  Article,
Section,  or  definition to any clause are references to  such  clause  of  such
Section, Article, or definition.

     SECTION 2.  SHELF REGISTRATION.

      (a)   FILING  OF SHELF REGISTRATION STATEMENTS.  Promptly after  the  date
hereof, the Company shall cause to be filed an amendment to a Shelf Registration
Statement  providing for the sale by the Holders in accordance  with  the  terms
hereof  of the number of Registrable Securities as determined by the Advisor  to
be sold in accordance with a Marketing Plan or any amendment thereto.  Following
or  in  anticipation  of  the  completion of the  sale  or  disposition  of  the
Registrable  Securities  included in such Shelf Registration  Statement  or  any
other  Shelf  Registration Statement filed by the Company pursuant  hereto,  the
Company   shall  promptly  cause  to  be  filed  additional  Shelf  Registration
Statements  providing for the sale by the Holders in accordance with  the  terms
hereof,  the number of Registrable Securities, as determined by the  Advisor  in
accordance  with a Marketing Plan or any amendment.  The Company  will  use  its
best  efforts  to cause each such Shelf Registration Statement  to  be  declared
effective by the SEC and to keep a Shelf Registration Statement with respect  to
the  Registrable Securities continuously effective so long as (i) the  Aggregate
Amount  and expenses to be reimbursed as set forth in the Stipulation  have  not
been  paid  in  full, (ii) such Registrable Securities have not been  sold,  and
(iii) any Holder holds Registrable Securities and has not received an opinion of
counsel to the Company (which opinion and counsel shall be satisfactory  to  the
Advisor  and  the Holder in their judgment reasonably exercised) to  the  effect
that  such Holder is permitted under Rule 144 or otherwise to dispose of all  of
its  Registrable  Securities  within no more  than  three  months  without  such
registration.   The  Company  further agrees to  amend  the  Shelf  Registration
Statement  if  and  as  required  by  the  rules,  regulations  or  instructions
applicable  to  the  registration  form used  by  the  Company  for  such  Shelf
Registration  Statement or by the Securities Act or any  rules  and  regulations
thereunder.  The Company, however, shall have no obligation to cause  more  than
one such Shelf Registration Statement to be effective at any one time.

      (b)  SHELF REGISTRATION PROCEDURES. In connection with the obligations  of
the  Company  with respect to the Shelf Registration Statements contemplated  by
this  Section  2,  the Company shall use its best efforts to  effect  each  such
registration to permit the sale of the Registrable Securities covered thereby in
accordance  with  the  intended method or methods of  disposition  thereof,  and
pursuant thereto it will, as expeditiously as possible:

          (i)  at least five days prior to filing a Shelf Registration Statement
     or  Shelf  Prospectus or any amendments or supplements thereto, furnish  to
     the   Holders  of  the  Registrable  Securities  covered  by   such   Shelf
     Registration  Statement, the Advisor, the Settlement Agent,  each  Creditor
     and the underwriter(s), if any, copies of all such documents proposed to be
     filed,  and  the Company will consider any comments thereon by any  of  the
     foregoing  and will not file any Shelf Registration Statement or  amendment
     thereto  or  any Shelf Prospectus or any supplement thereto  to  which  the
     Holders  of  the Registrable Securities covered by such Shelf  Registration
     Statement, the Creditors, the Advisor, the Settlement Agent or the managing
     underwriter(s), if any, shall reasonably object;

           (ii)  in  accordance with (i) above, promptly thereafter prepare  and
     file  with  the  SEC,  any such Shelf Registration Statement,  which  Shelf
     Registration  Statement  (a)   shall be  available  for  the  sale  of  the
     Registrable  Securities  covered thereby in accordance  with  the  intended
     method  or methods of distribution by the selling Holders thereof  and  (b)
     shall  comply as to form in all material respects with the requirements  of
     the  applicable form and include all financial statements required  by  the
     SEC to be filed therewith;

           (iii)      (a) prepare and file with the SEC such amendments to  such
     Shelf  Registration Statement as may reasonably be requested by any  Holder
     of  Registrable  Securities,  the Advisor,  the  Settlement  Agent  or  the
     managing  underwriter(s), if any, or as may be required by  the  Securities
     Act,  the  Exchange  Act  or  by  the rules,  regulations  or  instructions
     applicable  to  the  registration form utilized by the Company  or  as  may
     otherwise  be necessary to keep such Shelf Registration Statement effective
     for the applicable period; (b) cause the Shelf Prospectus to be amended  or
     supplemented  as may reasonably be requested by the Settlement  Agent,  the
     Advisor,  or the managing underwriter(s), if any, or as may be required  by
     the  Securities  Act,  the  Exchange Act or by the  rules,  regulations  or
     instructions applicable to the registration form utilized by the Company or
     as  may  otherwise  be necessary to keep such Shelf Registration  Statement
     effective for the applicable period; (c) cause the Shelf Prospectus  as  so
     amended  or supplemented to be filed pursuant to Rule 424 (or any successor
     rule)  under  the  Securities Act; (d) respond as  promptly  as  reasonably
     practicable to any comments received from the SEC with respect to the Shelf
     Registration Statement or any amendment thereto; and (e)  comply  with  the
     provisions  of  the Securities Act with respect to the disposition  of  all
     securities  covered  by  such  Shelf  Registration  Statement  during   the
     applicable  period  in accordance with the intended method  or  methods  of
     distribution by the selling Holders thereof;

           (iv)  promptly notify the selling Holders of Registrable  Securities,
     the  Creditors,  the  Advisor and the Settlement  Agent  and  the  managing
     underwriter(s), if any, and if requested by any such Person,  confirm  such
     advice in writing:

                (a)  of the filing of the Shelf Prospectus or any supplement  to
     the  Shelf  Prospectus and of the effectiveness of the  Shelf  Registration
     Statement and/or any post-effective amendment,

                (b)  of any request by the SEC for amendments or supplements  to
     the  Shelf Registration Statement or the Shelf Prospectus or for additional
     information,

                (c)  of the issuance by the SEC of any stop order suspending the
     effectiveness of the Shelf Registration Statement or the initiation of  any
     proceedings for that purpose, and

                (d)   of  the  receipt by the Company of any  notification  with
     respect   to  the  suspension  of  the  qualification  of  the  Registrable
     Securities for sale in any jurisdiction or the initiation or threat of  any
     proceeding for such purpose.

           (v)   make  reasonable efforts to obtain the withdrawal of any  order
     suspending  the  effectiveness of any Shelf Registration Statement  or  any
     qualification  referred to in paragraph (iv)(d) at  the  earliest  possible
     moment;

           (vi)  if reasonably requested by the managing underwriter(s)  or  the
     Holders  of  Registrable  Securities being   sold  in  connection  with  an
     underwritten  offering, promptly incorporate in a supplement to  the  Shelf
     Prospectus or post-effective amendment to the Shelf Registration  Statement
     such  information  as the managing underwriter(s) or  the  Holders  of  the
     Registrable  Securities  being sold reasonably  request  to  have  included
     therein  relating  to  the  plan  of  distribution  with  respect  to  such
     Registrable  Securities,  including, without limitation,  information  with
     respect  to  the  amount  of  Registrable Securities  being  sold  to  such
     underwriters,  the purchase price being paid therefor by such  underwriters
     and  any  other  terms  of the underwritten (or best-efforts  underwritten)
     offering  of  the Registrable Securities to be sold in such  offering;  and
     make  all  required filings of such supplement to the Shelf  Prospectus  or
     post-effective  amendment  to the Shelf Registration  Statement  reasonably
     promptly  after  being notified of the matters to be incorporated  in  such
     supplement to the Shelf Prospectus or post-effective amendment to the Shelf
     Registration Statement;

           (vii)      promptly  furnish to each selling  Holder  of  Registrable
     Securities,  the  Advisor, the Settlement Agent,  each  Creditor  and  each
     managing  underwriter,  if  any, at least one  signed  copy  of  the  Shelf
     Registration Statement and any post-effective amendment thereto,  including
     financial  statements and schedules, all documents incorporated therein  by
     reference and all exhibits (including those incorporated by reference);

           (viii)    promptly deliver to each Creditor one courtesy copy and  to
     each  Holder of Registrable Securities, the Advisor, the Settlement  Agent,
     and  the  managing  underwriter(s), if any, as many  copies  of  the  Shelf
     Registration  Statement,  each  Shelf  Prospectus  and  any  amendment   or
     supplement  thereto (in each case including all exhibits), as such  Persons
     may reasonably request, and such other documents as such selling Holder may
     reasonably  request  in  order  to  facilitate  the  disposition   of   its
     Registrable Securities; and, in connection therewith, the Company  confirms
     that  it  consents to the use of the Shelf Prospectus and any amendment  or
     supplement  thereto by each such Holder of Registrable Securities  and  the
     underwriter(s),  if any, in connection with the offering and  sale  of  the
     Registrable  Securities  covered by the Shelf Prospectus  or  amendment  or
     supplement thereto;

           (ix)  prior to the time the Shelf Registration Statement is  declared
     effective  by  the  SEC,  register or qualify  the  Registrable  Securities
     covered  thereby  or  reasonably cooperate with the Settlement  Agent,  the
     Advisor,  selling Holders, the underwriter(s), if any, and their respective
     counsel  in  connection  with the registration  or  qualification  of  such
     Registrable Securities for offer and sale under the securities or blue  sky
     laws  of  such  jurisdictions  as  any selling  Holder,  the  Advisor,  the
     Settlement Agent or managing underwriter(s), if any, reasonably request(s),
     keep  each  such registration or qualification effective during the  period
     such Shelf Registration Statement is required to be kept effective, and  do
     any  and  all  other acts or things necessary to enable the disposition  in
     such  jurisdictions  of the Registrable Securities  covered  by  the  Shelf
     Registration Statement;

           (x)  cooperate with the selling Holders of Registrable Securities and
     the  managing underwriter(s), if any, to facilitate the timely  preparation
     and delivery of certificates representing Registrable Securities to be sold
     and  not  bearing any legends restricting the transfer thereof; and  enable
     such  Registrable Securities to be in such denominations and registered  in
     such  names  as  the  selling Holders, Settlement Agent,  or  the  managing
     underwriters may request at least two Business Days prior to  any  sale  of
     Registrable Securities;

            (xi)  upon  execution  and  delivery  of  such  mutually  acceptable
     confidentiality  agreements  as the Company may  reasonably  request,  make
     available  to any underwriter participating in any disposition pursuant  to
     such  Shelf Registration Statement, and any attorney or accountant retained
     by  such  underwriter, all financial and other records, pertinent corporate
     documents  and properties of the Company, and cause the Company's officers,
     directors  and employees to supply all information reasonably requested  by
     any  such  underwriter,  attorney  or accountant  in  connection  with  the
     registration,  at  such  time  or  times  as  the  Person  requesting  such
     information shall reasonably determine;

          (xii)     otherwise use its best efforts to comply with the Securities
     Act, the Exchange Act, all applicable rules and regulations of the SEC  and
     all  applicable  state  blue  sky  and other  securities  laws,  rules  and
     regulations, and make generally available to its security holders, as  soon
     as  practicable, an earnings statement satisfying the provisions of Section
     11(a) of the Securities Act;

          (xiii)    cooperate and assist in any filings required to be made with
     the NASD; and

           (xiv)      enter into such customary agreements (including,  if  such
     Shelf  Registration  Statement  relates to  an  underwritten  offering,  an
     underwriting  agreement)  and  take all such  other  customary  actions  in
     connection therewith in order to expedite or facilitate the disposition  of
     such Registrable Securities and, in such connection, if the registration is
     in  connection with an underwritten offering, (a) make such representations
     and  warranties to the underwriters in such form, substance, and  scope  as
     are  customarily made by issuers to underwriters in underwritten  offerings
     and  confirm the same if and when requested; (b) obtain opinions of counsel
     to  the  Company and updates thereof (which counsel and opinions  in  form,
     scope,  and  substance shall be satisfactory to the underwriters  in  their
     judgment  reasonably exercised) addressed to the underwriters covering  the
     matters   of  the  type  customarily  covered  in  opinions  requested   in
     underwritten  offerings  and  such  other  matters  as  may  be  reasonably
     requested  by  such  underwriters; (c) obtain "cold  comfort"  letters  and
     updates   thereof   from  the  Company's  accountants  addressed   to   the
     underwriters, such letters to be in customary form and covering matters  of
     the  type customarily covered in "cold comfort" letters by underwriters  in
     connection  with  underwritten offerings; (d) set  forth  in  full  in  any
     underwriting  agreement  entered  into the indemnification  provisions  and
     procedures  of  Section  4  hereof  with  respect  to  all  parties  to  be
     indemnified  pursuant to said Article; and (e) deliver such  documents  and
     certificates as may reasonably be requested by the underwriters to evidence
     compliance  with  clause  (a)  above  and  with  any  customary  conditions
     contained in the underwriting agreement or other agreement entered into  by
     the   Company;  the  above  shall  be  done  at  each  closing  under  such
     underwriting  or  similar  agreement or  as  and  to  the  extent  required
     hereunder.

      (c)   COVENANTS OF HOLDERS AND CREDITORS.  In connection  with  and  as  a
condition  to  the  Company's  obligations with respect  to  Shelf  Registration
Statements required to be filed by the Company pursuant to this Agreement,  each
Holder,  the  Advisor,  the  Settlement  Agent,  each  Creditor,  FIL,  and  the
underwriters,  if any, covenant and agree that (i) upon receipt  of  any  notice
from  the Company of the existence of any fact (the substance of which need  not
be  disclosed  to  the Holder, the Advisor, the Settlement Agent,  FIL,  or  any
Creditor or underwriter) which, in the good faith opinion of the Company results
in  any  Shelf Registration Statement or Shelf Prospectus containing  an  untrue
statement of a material fact or omitting to state a material fact required to be
stated  therein  or  necessary to make the statements  therein  not  misleading,
neither  such  Holder  nor any underwriter shall offer or sell  any  Registrable
Securities  pursuant to such Shelf Registration Statement until such Holder  and
underwriter  receive  copies of a supplemented or amended Shelf  Prospectus  and
receive  notice that any post-effective amendment has become effective, and,  if
so  directed by the Company, such Holder and underwriter and all Creditors, FIL,
the Advisor, and the Settlement Agent will deliver to the Company all copies  in
its  possession,  other  than  permanent  file  copies  then  in  such  person's
possession,  of the Shelf Prospectus as amended or supplemented at the  time  of
receipt  of  such  notice; (ii) such Holder, Creditor, FIL, Advisor,  Settlement
Agent,  and any of their  respective officers, directors or affiliates, if  any,
will  comply with the provisions of Rule l0b-6 and l0b-7 under the Exchange  Act
as  applicable  to  them  in  connection with sales  of  Registrable  Securities
pursuant  to  the Shelf Registration Statement; and (iii) such Holder  and  each
underwriter  and all Creditors, FIL, the Advisor, and the Settlement  Agent  and
any  of  their respective officers, directors or affiliates, if any, will comply
with the prospectus delivery requirements of the Securities Act as applicable to
them  in  connection with sales of Registrable Securities pursuant to the  Shelf
Registration  Statement.   The  Company  covenants  and  agrees  that  it   will
supplement  the  Shelf  Prospectus or file and cause its best  efforts  to  have
declared   effective  a  post-effective  amendment  to  the  Shelf  Registration
Statement,  as  the case may be, within thirty days of providing the  notice  to
cease sales contemplated by this Section 2(c).

      (d)  MECHANICS OF SHELF REGISTRATION.  Each registration effected pursuant
to  this  Section  2  shall be effected by the filing of  a  Shelf  Registration
Statement on such Form as shall be determined by the Company and which  is  then
eligible for use by the Company in connection with sale of the Emerson Shares by
the Holders of the Registrable Securities, the Advisor, and the Settlement Agent
in accordance with their intended method of disposition.

      (e)  BLACKOUT PERIOD.  The Company shall be entitled to (i) postpone for a
reasonable period of time, but not in excess of 45 days, the filing of any Shelf
Registration  Statement  otherwise required to be  prepared  and  filed  by  the
Company  hereunder, or (ii) elect that any Shelf Registration Statement  not  be
usable,  for  a  reasonable period of time, but not in  excess  of  45  days  (a
"Blackout  Period"),  if  the Company (x) determines  in  good  faith  that  the
registration and distribution of Registrable Securities (or the use of any  such
Shelf  Registration Statement or related Shelf Prospectus) would interfere  with
any  pending  material  financing, acquisition or  corporate  reorganization  or
similar  transaction involving, or the resolution of any other material business
or  commercial issue by, the Company or any of its subsidiaries, to  the  extent
permitted  under the Stipulation, because it would require premature  disclosure
thereof  and  (y)  promptly  gives the Holders of  Registrable  Securities,  the
Advisor  and  each Creditor written notice of such determination,  containing  a
general statement of the reasons for such postponement or restriction on use and
an approximation of the anticipated delay; PROVIDED, HOWEVER, that the aggregate
number of days included in all Blackout Periods during any consecutive 12 months
shall not exceed 90 days.

      (f)   HOLDBACK  AGREEMENT.  If (i) the Company shall file  a  registration
statement (other than in connection with the registration of securities issuable
pursuant to an employee stock option, stock purchase or similar plan or pursuant
to  a  merger,  exchange offer or a transaction of the type  specified  in  Rule
145(a)  under  the Securities Act to the extent permitted under the Stipulation)
with  respect  to  its Common Stock and (ii) with reasonable prior  notice,  the
managing  underwriter or underwriters advises the Company in writing  (in  which
case  the  Company shall notify the Holders), the Advisor, the Settlement  Agent
and  each  Creditor that a public sale or distribution of Registrable Securities
would adversely impact such offering, then each Holder of Registrable Securities
and  any  underwriter,  if  any,  shall, to the  extent  not  inconsistent  with
applicable  law,  refrain  from effecting any public  sale  or  distribution  of
Registrable Securities during the 10-day period prior to, and during the 135-day
period beginning on, the effective date of such registration statement.

      (g)   REGISTRATION  EXPENSES.   All expenses  incident  to  the  Company's
performance  of  or  compliance  with  its  obligations  under  this   Agreement
(excluding underwriting discounts, selling commissions and brokerage fees  which
shall be paid out of the proceeds of the sale of Registrable Securities) will be
paid  by  the Company, subject to reimbursement, in the manner and on the  terms
provided in Section 3(g) of the Stipulation.

     SECTION 3.  CONDITIONS TO REGISTRATION.

      Each  Holder's right to have Registrable Securities included in any  Shelf
Registration Statement filed by the Company in accordance with the provisions of
Section 2 shall be subject to the following conditions:

     (a)  The Advisor, the Settlement Agent, each Creditor, FIL, and the Holders
on whose behalf such Registrable Securities are to be included shall be required
to  furnish the Company in a timely manner with all information required by  the
applicable  rules and regulations of the SEC concerning the proposed  method  of
sale  or  other disposition of such securities, the identity of and compensation
to  be paid to any proposed underwriters to be employed in connection therewith,
and such other information as may be reasonably required by the Company properly
to  prepare and file such Registration Statement or Shelf Registration Statement
in accordance with applicable provisions of the Securities Act;

      (b)   If  any  such  Holder  intends to sell  and  distribute  Registrable
Securities  over  a  period of time, or from time to time,  at  then  prevailing
market  prices, then any such Holder, each Creditor, FIL, the Advisor,  and  the
Settlement  Agent  shall  execute  and  deliver  to  the  Company  such  written
undertakings as the Company and its counsel may reasonably require in  order  to
assure  full compliance with relevant provisions of the Securities Act  and  the
Exchange Act;

      (c)   In  the case of any underwritten offering on behalf of the  Company,
such  Holders,  the  Advisor  and the Settlement  Agent  will  enter  into  such
agreements (including lock-up agreements not inconsistent with the terms of this
Agreement) as the managing underwriters shall reasonably request not  to  exceed
the  period  set  forth  in  Section  2(f)  and  as  are  customary  in  similar
circumstances.

     SECTION 4.     INDEMNIFICATION.

      (a)  INDEMNIFICATION BY THE COMPANY.  In the event of the registration  of
any  Registrable Securities under the Securities Act pursuant to the  provisions
hereof  and  the receipt by the Company prior to the effective date of  a  Shelf
Registration  Statement  of  an  opinion of  counsel  to  the  effect  that,  in
connection with such distribution, the Advisor and/or Settlement Agent may be an
"underwriter" for purposes of the Securities Act, the Company will indemnify and
hold  harmless  the  Advisor,  the Settlement  Agent,  and  the  Holders,  their
respective  partners, directors, officers, employees and agents, and each  other
Person,  if any, who controls the Advisor or Settlement Agent within the meaning
of  either  Section 15 of the Securities Act or Section 20 of the  Exchange  Act
(each  such  Person being hereinafter sometimes referred to as  an  "Indemnified
Person", provided that for purposes of clauses (b), (c) and (d) of this  Section
4  "Indemnified  Person"  shall include the Company,  its  partners,  directors,
officers,  employees and agents, and each other Person, if any who controls  the
Company within the meaning of either Section 15 of the Securities Act or Section
20  of  the  Exchange  Act)  from  and  against  any  losses,  claims,  damages,
liabilities or expenses, joint or several, to which such Indemnified Person  may
become  subject under the Securities Act, the Exchange Act or otherwise, insofar
as  such losses, claims, damages, liabilities or expenses (or actions in respect
thereof)  arise out of or are based upon any untrue statement or alleged  untrue
statement  of  any material fact contained or incorporated by reference  in  any
Shelf  Registration Statement or Shelf Prospectus or any amendment or supplement
thereto, or any document incorporated by reference therein, or arise out  of  or
are based upon the omission or alleged omission to state therein a material fact
required  to  be stated therein or necessary to make the statements therein  not
misleading,  and will reimburse each such Indemnified Person for  any  legal  or
other expenses reasonably incurred by such Indemnified Person in connection with
investigating  or defending any such loss, claim, damage, liability  or  action;
provided, however, that the Company will not be liable in any such case  to  the
extent  that any such loss, claim, damage or liability (i) arises out of  or  is
based  upon  an  untrue  statement or alleged untrue statement  or  omission  or
alleged  omission  made or incorporated by reference in the  Shelf  Registration
Statement  or  Shelf  Prospectus  or any amendment  or  supplement  thereto,  in
reliance  upon  and  in  conformity with written information  furnished  to  the
Company by any Holder of Registrable Securities, any Creditor, FIL, the Advisor,
the  Settlement Agent, or such Indemnified Person for use in preparation thereof
or  (ii)  arises  out  of  the  use of any Shelf Prospectus  by  the  Holder  of
Registrable  Securities,  any  underwriter or an  Indemnified  Party  after  the
Company has provided such Indemnified Party with the notice and referred  to  in
Section  2(c)  if  such Shelf Prospectus is the subject of  such  notice.   Such
indemnity  shall remain in full force and effect regardless of any investigation
made  by  or on behalf of such Indemnified Person and shall survive the transfer
of such Registrable Securities by any Holder of Registrable Securities.

      (b)  INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES AND OTHERS.   In
the event of the registration of any Registrable Securities under the Securities
Act  pursuant  to  the  provisions hereof, each  Holder  on  whose  behalf  such
Registrable  Securities shall have been registered and each Creditor,  FIL,  the
Advisor, and/or the Settlement Agent (together with the Company (in the case  of
paragraph  4(a)  only), each an "Indemnifying Person") will indemnify  and  hold
harmless  each and every Indemnified Person against any losses, claims,  damages
or  liabilities, joint or several, to which such Indemnified Person  may  become
subject under the Securities Act, the Exchange Act or otherwise, only insofar as
such  losses,  claims, damages, liabilities or expenses (or actions  in  respect
thereof) arise directly out of or are based solely upon any untrue statement  or
alleged  untrue  statement  of  a material fact  contained  or  incorporated  by
reference  in  any  Shelf  Registration Statement or  Shelf  Prospectus  or  any
amendment  or  supplement  thereto  or any document  incorporated  by  reference
therein,  or  arise  directly out of or are based solely upon  the  omission  or
alleged  omission to state therein a material fact required to be stated therein
or  necessary to make the statements therein not misleading, only to the  extent
that  the  untrue statement or alleged untrue statement or omission  or  alleged
omission  has  been  made  or  incorporated therein  in  reliance  upon  and  in
conformity   with  written  information  furnished  to  the  Company   by   such
Indemnifying  Person specifically stating that it is for use in the  preparation
thereof.   Each Indemnifying Person will reimburse each such Indemnified  Person
for  any legal and other expenses reasonably incurred by such Indemnified Person
in  connection  with  investigating or defending any such loss,  claim,  damage,
liability  or action; provided, however, that the liability of each such  person
hereunder shall be limited to the proceeds received by such person from the sale
of Registrable Securities covered by such Shelf Registration Statement.

      (c)   PROCEDURE. Promptly after receipt by an Indemnified Person of notice
of  the commencement of any action (including any governmental investigation  or
inquiry),  such Indemnified Person will, if such Indemnified Person  intends  to
make  a  claim  in  respect thereof against an Indemnifying Person  pursuant  to
paragraph 4(a) or (b) hereof, give written notice to such Indemnifying Person of
the  commencement thereof, but the omission so to notify the Indemnifying Person
shall  not relieve the Indemnifying Person from any of its obligations  pursuant
to  the  provisions of this Section 4 except to the extent that the Indemnifying
Person is actually prejudiced by such failure to give notice.  In case any  such
action is brought against any Indemnified Person and it notifies an Indemnifying
Person of the commencement thereof, the Indemnifying Person shall be entitled to
participate  in,  and  to the extent that it may wish, jointly  with  any  other
Indemnifying  Person  similarly notified, to assume the  defense  thereof,  with
counsel  reasonably satisfactory to such Indemnified Person.  After notice  from
the  Indemnifying Person to such Indemnified Person that the Indemnifying Person
shall  assume  the  defense,  the  Indemnifying  Person  shall  not,  except  as
hereinafter   provided,  be  responsible  for  any  legal  or   other   expenses
subsequently incurred by such Indemnified Person in connection with the  defense
thereof.  No Indemnifying Person will consent to entry of any judgment or  enter
into any settlement which does not include as an unconditional term thereof  the
giving by the claimant or plaintiff to such Indemnified Person of a release from
all liability in respect of such claim or litigation.

      Such Indemnified Person shall have the right to employ separate counsel in
any  such  action and to participate in the defense thereof, but  the  fees  and
expenses of such counsel shall be the expense of such Indemnified Person  unless
(a)  the Indemnifying Person has agreed to pay such fees and expenses or (b) the
Indemnifying  Person shall have failed to assume the defense of such  action  or
proceeding  or  has  failed to employ counsel reasonably  satisfactory  to  such
Indemnified Person in any such action or proceeding or (c) the named parties  to
any  such  action or proceeding (including any impleaded parties)  include  both
such  Indemnified Person and the Indemnifying Person and such Indemnified Person
shall  have been advised by counsel that representation of both parties  by  the
same  counsel  would  be  inappropriate due  to  actual  or  potential  material
differing  interests  between them (in which case, if  such  Indemnified  Person
notifies  the  Indemnifying Person in writing that it elects to employ  separate
counsel at the expense of the Indemnifying Person, the Indemnifying Person shall
not  have the right to assume the defense of such action or proceeding on behalf
of  such Indemnifying Person).  The Indemnifying Person shall not be liable  for
any  settlement  of any such action or proceeding effected without  its  written
consent,   which  consent  shall  not  unreasonably  be  withheld,  delayed   or
conditioned,  but  if settled with its written consent or if there  is  a  final
judgment for the plaintiff in any such action or proceeding, the Company  agrees
to  indemnify  and hold harmless such Indemnified Persons from and  against  any
loss or liability by reason of such settlement or judgment.

     (d)  CONTRIBUTION. If the indemnification provided for in this Section 4 is
unavailable  to  a party that would have been an Indemnified Person  under  this
Section 4 in respect of any losses, claims, damages, liabilities or expenses (or
actions in respect thereof) referred to herein, then each party that would  have
been  an  Indemnifying  Person thereunder shall, in lieu  of  indemnifying  such
Indemnified Person, contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages, liabilities or expenses  (or
actions in respect thereof) in such proportion as is appropriate to reflect  the
relative  fault  of the Indemnifying Person on the one hand and the  Indemnified
Person  on the other in connection with the statement or omission which resulted
in  such losses, claims, damages, liabilities or expenses (or actions in respect
thereof), as well as any other relevant equitable considerations.  The  relative
fault  shall  be  determined by reference to, among other  things,  whether  the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission  of a material fact relates to information supplied by the Indemnifying
Person  or  the Indemnified Person and the parties' relative intent,  knowledge,
access  to  information and opportunity to correct or prevent such statement  or
omission.   The  amount paid or payable by a party as a result  of  the  losses,
claims,  damages, liabilities and expenses referred to above shall be deemed  to
include,  subject  to the limitations set forth in Section 4(c),  any  legal  or
other fees or expenses reasonably incurred by such party in connection with  the
investigation or defense of any action or claim.  The Company and each Holder of
Registrable  Securities,  each Creditor, FIL, the Advisor,  and  the  Settlement
Agent agree that it would not be just and equitable if contribution pursuant  to
this Section 4 were determined by pro rata allocation or by any other method  of
allocation which does not take account of the equitable considerations  referred
to  in this Section 4.  Notwithstanding the provisions of this Section 4(d),  no
Holder  of  Registrable  Securities,  no Creditor,  FIL,  the  Advisor,  or  the
Settlement  Agent shall be required to contribute any amount in  excess  of  the
amount  by  which  the  total proceeds from the sale of  Registrable  Securities
received by it exceeds the amount of any damages which such person otherwise has
been  required to pay by reason of such untrue statement or omission or  alleged
omission.

      No  Person  guilty of fraudulent misrepresentation (within the meaning  of
Section 11(f) of the Securities Act) shall be entitled to contribution from  any
Person who was not guilty of such fraudulent misrepresentation.

     SECTION 5.  NOTICES.

      All  notices,  consents,  approvals, agreements and  other  communications
provided  hereunder  shall  be in writing and shall  be  delivered  by  hand  or
overnight  courier service or mailed certified or registered mail,  or  sent  by
telex,  facsimile or other telegraphic communication equipment  of  the  sending
party, as follows:

      If  to  a  Party  to the Stipulation:  As provided in Section  15  of  the
Stipulation

     If to the Advisor or the Settlement Agent:
     TM Capital Corp.
     One Battery Park Plaza
     35th Floor
     New York, New York  10004
     Attn:  W. Gregory Robertson, President

     Telecopier:  (212) 809-1450

     with a copy to:

     Pepper, Hamilton & Scheetz
     3000 Two Logan Square
     Eighteenth and Arch Streets
     Philadelphia, Pennsylvania  19103-2799

     Telecopier:  (215) 981-4750


      or at any such other address as any party may designate to any other party
by written notice.

      All  notices and other communications given to any party hereto  shall  be
deemed  to  have  been  given on the date of receipt if  delivered  by  hand  or
overnight  courier  service or sent by telex, facsimile  transmission  or  other
telegraphic  communication equipment of the sender, or  on  the  date  five  (5)
Business Days after dispatch by certified or registered mail if mailed, in  each
case delivered, sent or mailed (properly addressed) to such party as provided in
this  Section 5 or in accordance with the latest unrevoked direction  from  such
party given in accordance with this Section 5.

     SECTION 6.  ENTIRE AGREEMENT.

      The  parties hereto agree that this Agreement and the Stipulation and  the
documents  executed  thereunder  (to the extent expressly  referred  to  herein)
constitutes  the entire agreement among the parties with respect to the  subject
matter  hereof  and  supersedes all prior agreements and understandings  between
them  as  to  such  subject  matter; and there are no restrictions,  agreements,
arrangements, oral or written, between any or all of the parties relating to the
subject  matter hereof which are not fully expressed or referred  to  herein  or
therein.

     SECTION 7.  WAIVERS AND FURTHER AGREEMENTS.

      Any  waiver of any terms or conditions of this Agreement shall not operate
as a waiver of any other breach of such terms or conditions or any other term or
condition,  nor shall any failure to enforce any provision hereof operate  as  a
waiver  of  such provision or of any other provision hereof; provided,  however,
that  no  such written waiver unless it by its own terms explicitly provides  to
the  contrary, shall be construed to effect a continuing waiver of the provision
being waived and no such waiver in any instance shall constitute a waiver in any
other instance or for any other purpose or impair the right of the party against
whom such waiver is claimed in all other instances or for all other purposes  to
require full compliance with such provision.

     SECTION 8.  AMENDMENTS.

       This  Agreement  may  not  be  amended  nor  shall  any  waiver,  change,
modification,  consent  or  discharge be effected except  by  an  instrument  in
writing  executed  by or on behalf of the party hereto or parties  against  whom
enforcement of any amendment, waiver, change, modification, consent or discharge
is  sought.  No failure or delay by any party in exercising any right or  remedy
hereunder shall operate as a waiver thereof, and a waiver of a particular  right
or  remedy  on one occasion shall not be deemed a waiver of any other  right  or
remedy or a waiver of the same right or remedy on any subsequent occasion.

     SECTION 9.  ASSIGNMENT; SUCCESSORS AND ASSIGNS.

      This Agreement shall be binding upon and shall inure to the benefit of the
parties  hereto  and  their respective heirs, executors, legal  representatives,
successors and permitted assigns, including, without limitation, any Holders, of
the   Registrable  Securities;  provided,  however,  that  any   purchasers   of
Registrable Securities under a Shelf Registration Statement shall not  be  bound
or effected by the terms and conditions of this Agreement.

     SECTION 10.  SEVERABILITY.

      If any provision of this Agreement shall be held or deemed to be, or shall
in  fact  be, invalid, inoperative or unenforceable as applied to any particular
case  in  any jurisdiction or jurisdictions, or in all jurisdictions or  in  all
cases,  because any provision conflicts with any constitution, statute, rule  or
public  policy, or for any other reason, such circumstance shall  not  have  the
effect   of  rendering  the  provision  or  provisions  in  question,   invalid,
inoperative or unenforceable in any other jurisdiction or in any other  case  or
circumstance or of rendering any other provision or provisions herein  contained
invalid,  inoperative or unenforceable to the extent that such other  provisions
are not themselves actually in conflict with such constitution, statute, rule or
public  policy, but this Agreement shall be reformed and construed in  any  such
jurisdiction or case as if such invalid, inoperative or unenforceable  provision
had never been contained herein and such provision reformed so that it would  be
valid,  operative  and  enforceable  to the maximum  extent  permitted  in  such
jurisdiction or in such case.

     SECTION 11.  COUNTERPARTS.

      This  Agreement may be executed in two or more counterparts (each of which
need  not be executed by each of the parties), each of which shall be deemed  an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument, and in pleading or proving any provision of this Agreement, it shall
not be necessary to produce more than one such counterpart.

     SECTION 12.  SECTION HEADINGS.

      The  headings contained in this Agreement are for reference purposes  only
and shall not in any way affect the meaning or interpretation of this Agreement.

     SECTION 13.  GENDER; USAGE.

      Whenever  used  herein the singular number shall include the  plural,  the
plural  shall include the singular, and the use of any gender shall include  all
genders.   The  words "hereof," "herein" and "hereunder," and words  of  similar
import, when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement.

     SECTION 14.  GOVERNING LAW.

      THIS  AGREEMENT  SHALL  BE  GOVERNED BY  AND  CONSTRUED  AND  ENFORCED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY OTHER THAN THE CONFLICTS  OF
LAWS PRINCIPLES THEREOF.

     SECTION 15.  TERMINATION.

      The rights of any Holder under Section 2 of this Agreement shall terminate
as  to any Registrable Securities when (i) the Aggregate Amount and expenses  to
be  reimbursed as set forth in the Stipulation have been paid in full, (ii) such
Registrable Securities have been effectively registered under the Securities Act
and  sold  pursuant to a Shelf Registration Statement covering such  Registrable
Securities or (iii) each Holder of Registrable Securities receives an opinion of
counsel to the Company (which opinion and counsel shall be satisfactory  to  the
Advisor  and  the Holder in their judgment reasonably exercised) to  the  effect
that  such Holder is permitted under Rule 144 or otherwise to dispose of all  of
its  Registrable  Securities  within three months without  registration  of  the
Registrable  Securities  under  the Securities  Act.   The  indemnification  and
contribution  provisions  of Sections 4 shall survive any  termination  of  this
Agreement.

      IN  WITNESS  WHEREOF, the parties hereto have executed this  Agreement  or
caused this Agreement to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.

                                        EMERSON RADIO CORP.


                                        By: /s/ Eugene I. Davis
                                                Authorized Officer


                                         FIDENAS INTERNATIONAL LIMITED, L.L.C.


                                         By: /s/ Geoffrey Jurick
                                                 Authorized Officer


                                         TM CAPITAL CORP.


                                          By: /s/ W. Gregory Robertson
                                                  Authorized Officer


                                          FIDENAS INTERNATIONAL BANK LIMITED


                                          By: /s/ Thomas Hackett
                                          Thomas Hackett, Official Liquidator


                                             /s/ Thomas P. Ogden
                                           Petra Stelling, by Thomas P. Ogden,
                                           Attorney-In-Fact
  

                                           BARCLAYS BANK PLC


                                           By: /s/ Ron Spitzer
                                                   Authorized Officer