AMENDMENT NO. 5 TO FINANCING AGREEMENTS
                                        
                                        
                                        February 18, 1997


Emerson Radio Corp.
Majexco Imports, Inc.
9 Entin Road
Parsippany, New Jersey  07054

Gentlemen:

      Congress Financial Corporation ("Lender"), Emerson Radio Corp. ("Emerson")
and  Majexco  Imports, Inc. ("Majexco; together with Emerson,  individually  and
collectively,  the "Borrower") have entered into certain financing  arrangements
pursuant  to  the  Loan and Security Agreement, dated March 31, 1994,  currently
between  Lender  and  Borrower,  as amended by  Amendment  No.  1  to  Financing
Agreements,  dated  August  24, 1995, Amendment No. 2 to  Financing  Agreements,
dated  February 13, 1996, Amendment No. 3 to Financing Agreements, dated  August
20,  1996  and Amendment No. 4 to Financing Agreements, dated November 14,  1996
(the  "Loan  Agreement"), together with various other agreements, documents  and
instruments  at  any time executed and/or delivered in connection  therewith  or
related  thereto  (as the same now exist or may hereafter be amended,  modified,
supplemented,  extended,  renewed,  restated  or  replaced,  collectively,   the
"Financing  Agreements").   All capitalized terms used  herein  and  not  herein
defined shall have the meanings given to them in the Financing Agreements.

      Borrower  has  requested that Lender agree to certain  amendments  to  the
Financing Agreements, and Lender is willing to agree to such amendments, subject
to the terms and conditions set forth herein.

      In  consideration  of the foregoing, the mutual agreements  and  covenants
contained  herein and other good and valuable consideration, the parties  hereto
agree as follows:

     1.   WORKING CAPITAL COVENANT.  Section 9.13 of the Loan Agreement shall be
deleted  in  its  entirety  and replaced with the  following,  effective  as  of
December 31, 1996:

          "9.13  WORKING CAPITAL.  Emerson shall, as of the end of  each  fiscal
          quarter  of  Emerson,  maintain,  on a  consolidated  basis  with  its
          subsidiaries, Working Capital of not less than $10,000,000."

      2.    ADJUSTED NET WORTH COVENANT.  Section 9.14(a) of the Loan Agreement,
as  previously  amended  through Amendment No. 4 to  Loan  Agreement,  shall  be
further amended by deleting the last sentence thereof and replacing it with  the
following, effective as of December 31, 1996:

          "As  used  herein,  the  `Base  Amount"  shall  mean  the  amount   of
          $17,000,000."

      3.    FEE.   In  consideration of Lender's entering into  this  Amendment,
Borrower  shall  pay  Lender a facility amendment fee  in  an  amount  equal  to
$25,000,  payable simultaneously with the execution hereof, which fee  is  fully
earned  as  of  the date hereof.  Such fee may, at Lender's option,  be  charged
directly to any of Borrower's Revolving Loan accounts maintained by Lender under
the Financing Agreements.

     4.   MISCELLANEOUS.

           (a)  ENTIRE AGREEMENT; RATIFICATION AND CONFIRMATION OF THE FINANCING
AGREEMENTS.   This Amendment contains the entire agreement of the  parties  with
respect to the subject matter hereof and supersedes all prior or contemporaneous
term  sheets, proposals, discussions, negotiations, correspondence,  commitments
and  communications between or among the parties concerning the  subject  matter
hereof.   This Amendment may not be modified or any provision waived, except  in
writing  signed by the party against whom such modification or waiver is  sought
to  be enforced.  Except as specifically modified pursuant hereto, the Financing
Agreements are hereby ratified, restated and confirmed by the parties hereto  as
of  the  effective date hereof.  To the extent of conflict between the terms  of
this  Amendment and the Financing Agreements, the terms of this Amendment  shall
control.

           (b)   GOVERNING  LAW.  This Amendment and the rights and  obligations
hereunder of each of the parties hereto shall be governed by and interpreted and
determined in accordance with the laws of the State of New York.

           (c)   BINDING EFFECT.  This Amendment shall be binding upon and inure
to the benefit of each of the parties hereto and their respective successors and
assigns.

           (d)   COUNTERPARTS.  This Amendment may be executed in any number  of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement.  In making proof of this Amendment it shall not be necessary
to  produce or account for more than one counterpart thereof signed by  each  of
the parties hereto.

      By the signatures hereto of each of their duly authorized officers, all of
the parties hereto mutually covenant and agree as set forth herein.

                         Very truly yours,

                         CONGRESS FINANCIAL CORPORATION


                         By: /s/ Kenneth G. Donahue

                         Title:  Vice President

AGREED AND ACCEPTED:

EMERSON RADIO CORP.


By: /s/ John Walker

Title: EVP & CFO


MAJEXCO IMPORTS, INC.

By:  /s/ John Walker

Title:


CONSENTED TO AND AGREED:

H.H. SCOTT, INC.
EMERSON COMPUTER CORP.


By:  /s/ John Walker

Title:


EMERSON RADIO CANADA LTD.


By:  /s/ John Walker

Title:

EMERSON RADIO & TECHNOLOGIES N.V.


By:  /s/ John Walker

Title: