EXHIBIT 10(b)

                             January 31, 1996

Mr. Merle Eakins
5305 Shady Pines
Knoxville, TN 37919


Dear Merle:

This  letter when signed by you will confirm the terms upon which  you  are
leaving the employ of Emerson Radio Corp. ("Emerson").  You should read  it
carefully  and  consult with your own counsel.  It includes a  release  and
waiver  of  any  claims  you may have against Emerson  and  its  affiliated
entities, including any claims for age or other discrimination.

1.    You will have resigned as of the close of business today, January 31,
      1996  ("Termination  Date"), and you and  we  agree  that  except  as
      specifically set forth in this letter agreement, your employment  and
      your Employment Agreement, dated as of July 13, 1993, between you and
      us  are  each  terminated by your resignation as of  the  Termination
      Date.

2.    Your  obligations relating to maintaining the confidential nature  of
      our  information entrusted to you, whether or not in writing, and all
      financial information known to you and trade secrets, provided in the
      Emerson  Radio  Corp.  Employee  Confidentiality  and  Non-Disclosure
      Policy  ("policy") attached to this letter agreement,  the  terms  of
      which  are  incorporated  herein,  along  with  the  non-solicitation
      obligations  set  forth in your employment agreement shall  continue.
      Nothing  in  the  policy, however, shall be  deemed  to  extend  your
      employment  beyond  January  31,  1996.  The  parties  hereby  agree,
      however, that you are released from the provisions of your employment
      agreement  pertaining to non-competition. Notwithstanding the  above,
      except for the non-competition provision, the parties agree that  the
      terms  and  conditions  in  your employment agreement  which  survive
      termination shall not be affected and shall remain unchanged  and  in
      full force and effect.

3.    Although Emerson is not obligated to do so, and as full consideration
      for  your  commitments herein and the releases provided  below,  upon
      acceptance  by you, Emerson shall, in exchange for your agreement  to
      provide consulting services to Emerson through July 31, 1996, pay  to
      you  an  amount  equal  to  $97,500.00 in twelve  equal  semi-monthly
      payments  of $8,125.00 through July 31, 1996  ("Consulting  Period").
      As  and  for  your  consulting services, you agree to  make  yourself
      reasonably available to Emerson and its officers for the purpose  of,
      among  other  things, ongoing or existing projects  and  transitional
      matters  with  respect  to  marketing and sales.  Emerson  agrees  to
      reimburse  you for any reasonable expenses related to your consulting
      services  upon Emerson's prior written approval, including reasonable
      charges for travel, telephone, etc.


4.    The  following  benefits  shall terminate as  of  the  date  of  your
      resignation:   Medical and dental coverages, basic  and  supplemental
      life  insurance, and any other benefits or privileges obtained as  an
      employee  of  the Company, except as set forth herein.  Additionally,
      since  you are no longer an employee, you are not eligible to receive
      the  automobile allowance, to continue contributing to  the  Employee
      Savings  Plan  or  to have long term disability coverage  after  your
      resignation, and you are not accruing vacation or sick leave  through
      the  Consulting  Period.  Emerson agrees to make  the  COBRA  premium
      payments and the group term life insurance premium payments  (to  the
      extent  paid  for  by the Company while you were  employed  with  the
      Company  and  if  available in accordance with the  policy  for  such
      insurance)  on your behalf until the earlier of your obtaining  other
      full-time employment or the end of the Consulting Period.

      You  will  receive information on continuing your medical and  dental
      coverages as provided under COBRA.

      The  total vested value of your account in Emerson's Employee Savings
      Plan  as  of  your  resignation date will be distributed  to  you  in
      accordance with the Plan's procedure.  You will be receiving  in  the
      mail   from  the  Company  information  pertaining  to  the  required
      withholding of federal income taxes from your distribution  from  the
      Savings Plan.

      The  parties hereby acknowledge that the options granted  to  you  to
      purchase  up  to  a total of 40,000 shares of Emerson  Common  Stock,
      pursuant  to  Emerson's Stock Compensation Program, became  one-third
      vested  as  of  the  first anniversary date of the respective  option
      grants.  Notwithstanding the provisions of your employment  agreement
      regarding  the vesting of your remaining two-thirds interest  in  the
      options granted to you under said Plan, pursuant to which the options
      are  to  vest  in  equal  one-third shares on the  second  and  third
      anniversary dates of the respective option grants, Emerson agrees  to
      accelerate the date of the vesting of your second one-third  interest
      in  the  total  options  granted  to  you  under  the  Plan,  to  the
      Termination  Date,  for  a  total vested option  to  purchase  26,667
      shares.  The  remaining one-third interest in your total  options  is
      hereby  canceled and you agree that upon the signing of  this  letter
      agreement, you shall return the option agreements in your possession,
      which  shall  be  replaced  by Emerson with a  replacement  agreement
      reflecting  your total vested interest to the Termination  Date.  The
      parties  agree that the period during which the vested options  shall
      be exerciseable shall be extended for six months following the end of
      the  Consultancy  Period, and the Company  agrees  to  use  its  best
      efforts  to  obtain  the approval of the Personnel  and  Compensation
      Committee, as required under the Program, for such extension and  the
      accelerated  vesting described above. You agree that you  shall  sell
      the  Company's  stock, if at all, pursuant to  the  provisions  of  a
      certain  lock-up  agreement, as modified by  letter  agreement  dated
      August 25, 1995, which agreement was signed by you in connection with
      the  offering  by  Emerson of 8-1/2% Senior Subordinated  Convertible
      Debentures  due 2002. You and we agree that, in accordance  with  the
      terms of such modification, you are not being terminated for cause.

5.    You agree not to seek re-employment or re-instatement with or seek to
      provide  personal services to the Company or any of  its  affiliates,
      except as provided in this Agreement.  This provision is intended  to
      protect  Emerson  and its affiliates from a charge  or  complaint  of
      retaliation and from any other charge or complaint.

6.    This Agreement shall not constitute nor in any manner be construed as
      an admission by Emerson that it engaged in any wrongful act, violated
      any  statute,  law,  ordinance, or executive order  or  breached  any
      obligation  whatsoever to you. Emerson expressly denies that  it  has
      engaged  in  any wrongful act, violation, or breach of  any  kind  or
      description.  Rather, this Agreement expresses the intention  of  the
      parties  to  resolve  all disputes without the time  and  expense  of
      contested litigation.

7.    In  exchange for the Company's payment of the consideration set forth
      in  this  Agreement, and your agreement to be available at reasonable
      times,  each  party  hereby fully releases and discharges  the  other
      party  from  any and all actions, causes of action, suits, contracts,
      promises,   claims,   controversies,  obligations,   costs,   losses,
      liabilities, damages and demands of whatsoever character, whether  or
      not  known,  suspected or claimed, which they have or  hereafter  may
      have  against  each  other, including, but  not  limited  to,  claims
      related  to  the  payment of compensation and  benefits,  claims  for
      breach  of  the Employment Agreement, claims for wrongful  discharge,
      rights  and claims alleging a violation of the Age Discrimination  in
      Employment  Act of 1967, as amended, 29 U.S.C.  621 et  seq.,  as  of
      the  date this Agreement is executed, claims pursuant to any federal,
      state  or  local law regarding discrimination based on  race,  color,
      creed,  age, sex, religion, marital status, affectational  or  sexual
      orientation,  disability,  atypical  hereditary  or  cellular   blood
      traits, ancestry, national origin, draft liability or veteran status,
      claims  for  alleged violation of any other local, state, or  federal
      law,  regulations,  ordinances or public policy  having  any  bearing
      whatsoever on the terms or conditions of your employment with Emerson
      or  the termination of such employment, claims pursuant to common law
      under   tort,  contract  or  any  other  theories  now  or  hereafter
      recognized,  claims  related  in any way  to  the  stock  options  of
      Emerson, and any other claims arising directly or indirectly  by  any
      reason  whatsoever  out  of  your  employment  relationship  or   the
      termination  of your employment relationship with Emerson,  including
      any   and  all  actions,  causes  of  action,  claims,  wage  claims,
      obligations, costs, losses, liabilities, damages and demands  arising
      out  of or in any way related to your employment or affiliation  with
      Emerson or any of its affiliates, your resignation from Emerson,  any
      alleged breach of contract, breach of implied covenant of good  faith
      and  fair dealing, retaliatory or discriminatory conduct, harassment,
      or  negligent or intentional infliction of emotional distress by  the
      other  party, but not claims based upon events which occur subsequent
      to  the Termination Date. The parties expressly acknowledge that this
      Agreement  is intended to include in this effect, without limitation,
      all  claims which are not known or suspected to exist in their  favor
      at  the  time  of execution hereof, and that the release contemplates
      the extinguishment of any such claim or claims.  This release applies
      to  claims that you know of and those that you do not presently  know
      about,  as  well  as  any  claims under  the  Age  Discrimination  in
      Employment Act or any other federal, state or local law dealing  with
      discrimination.  This Agreement shall be and remain in  effect  as  a
      full  and  complete general release notwithstanding the discovery  or
      existence of any additional or different facts.

8.    You  represent  to  us that prior to the Termination  Date,  you  did
      return  all  of the confidential or proprietary information  in  your
      possession,  along  with  any  Company property,  including  but  not
      limited  to all keys, credit cards, telephone calling cards, computer
      printouts,   passwords,  diskettes,  disks,   data,   files,   lists,
      memoranda, letters, and other writing (on any medium) and  you  shall
      continue  beyond  your  resignation to maintain  the  confidentiality
      thereof.  You also represent that you know of no viruses or worms  in
      the software used by the Company for which you were responsible.  You
      understand  and  agree  that any disclosure thereof  could  adversely
      affect the Company and its subsidiaries and affiliates, and that  the
      Company will have the right to seek and obtain a restraining order or
      injunction against you without proving damage or posting  a  bond  or
      surety, if you breach such obligation or attempt to do so.

9.    In  the  event any provision of this Agreement is held to be void  or
      unenforceable  by  a court of competent jurisdiction,  the  remaining
      provisions of this Agreement shall nevertheless be binding  upon  the
      parties  with  the  same  force and effect  as  though  the  void  or
      unenforceable part had been severed and deleted.

10.   This  letter agreement shall be construed in accordance with the laws
      of  New Jersey and shall be binding upon the successors and assignees
      of  Emerson  and your heirs and assignees. This Agreement constitutes
      the  entire  agreement  between  the  parties  and  it  is  expressly
      understood  and  agreed  that  this Agreement  may  not  be  altered,
      amended,  modified or otherwise changed in any respect or  particular
      whatsoever,  except by a writing duly executed by the parties  or  an
      authorized  representative of the parties  hereto,  and  the  parties
      hereto  acknowledge and agree that they will make no  claims  at  any
      time  or  place  that  this  Agreement has  been  altered,  modified,
      supplemented or otherwise changed by oral communication of  any  kind
      of character.

       You represent that you understand all of the provisions herein,  and
that  you  are voluntarily entering into this Agreement.  In entering  into
this  Agreement,  you  have  not relied upon any inducements,  promises  or
representations  made by Emerson, or any of its affiliates  except  as  set
forth  herein.  You acknowledge that you have been advised by Emerson  that
you  should  consult your own counsel before executing this  Agreement  and
that  the  terms herein shall remain open for 21 days from the  Termination
Date.   You further acknowledge that you have been advised by your attorney
with  respect  to  the legal effects and consequences  of  this  Agreement.
Finally  you  understand that you have seven (7) days  from  the  date  you
execute this Agreement to revoke this Agreement.

      If the foregoing is acceptable, please sign below.

                                          Sincerely,

                                          Emerson Radio Corp.



                                          by:   /s/ Eugene I. Davis 
                                                    Eugene I. Davis
                                                    President

Accepted and Agreed
this 31st day of January

Merle Eakins