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Exhibit 10.28.2  THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN
EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE
SECURITIES ACT OF 1933 AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2)
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED. COMMON STOCK PURCHASE WARRANT AGREEMENT EMERSON RADIO CORP., a Delaware corporation (the Company), hereby
certifies that, for value received, EPOCH FINANCIAL SERVICES, INC. (the
Holder), is the registered holder of warrants (the Warrants) to subscribe
for and purchase 50,000 shares of Common Stock (as adjusted pursuant to Section
3 hereof, the Shares) of the Company, at a purchase price per share equal to
the Warrant Exercise Price (as defined below), subject to the provisions and
upon the terms and conditions hereinafter set forth. As used herein, (a) the
term Common Stock shall mean the Companys presently authorized Common Stock,
par value $.01 per share, and any stock into or for which such Common Stock may
hereafter be converted or exchanged, (b) the term Grant Date shall mean as of
August 1, 2004, and (c) the term Warrant shall be deemed to include any
warrant issued upon transfer or partial exercise of this Warrant, unless the
context clearly requires otherwise. 1. Exercise of Warrants. (a) The Warrants may be exercised by the
Holder, in whole at any time or in part from time to time, at any time up to
August 1, 2009 (the Expiration Date) at 5:00 p.m. New York City time, when
such Warrants shall expire, at an exercise price of $3.00 per share (the
Warrant Exercise Price). The Holder shall deliver to the Company written
notice of the Holders intent to exercise the Warrants at Nine Entin Road,
Parsippany, New Jersey 07054-0430, or at such other address as the Company
shall designate in writing to the Holder, together with this Warrant Agreement
and a certified or official bank check payable to the order of the Company for
the aggregate purchase price of the Shares so purchased. Upon exercise of the
Warrants as aforesaid, the Company shall as promptly as practicable, and in any
event within 10 days thereafter, execute and deliver to the Holder a
certificate or certificates in the name of the Holder for the total number of
whole Shares for which the Warrants are being exercised. If the Warrants shall
be exercised with respect to less than all of the Shares, the Holder shall be
entitled to receive a similar warrant of like tenor and date covering the
number of Shares in respect of which the Warrants were not exercised. The
Warrants covered by this Warrant Agreement shall lapse and be null and void if
not 1




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exercised by the Holder on or before 5:00 p.m., New York City time, on the
Expiration Date. (b) In lieu of exercising this Warrant in the manner set forth in
paragraph 1(a) above, this Warrant may be exercised prior to the Expiration
Date by surrender of the Warrant without payment of any other consideration,
commission or remuneration, together with the cashless exercise subscription
form at the end hereof, duly executed. The number of Shares to be issued in
exchange for the Warrant shall be the product of (x) the excess of the market
price of the Common Stock on the date of surrender of the Warrant and the
exercise subscription form over the Warrant Exercise Price and (y) the number
of shares subject to issuance upon exercise of the Warrant, divided by the
market price of the Common Stock on such date. Upon such exercise and
surrender of this Warrant, the Company will (i) issue a certificate or
certificates in the name of the Holder for the number of whole shares of the
Common Stock to which the Holder shall be entitled, rounded down to the nearest
whole number of Shares so that no fractional Shares shall be issued, and (ii)
deliver the other securities and properties receivable upon the exercise of
this Warrant, pursuant to the provisions of this Warrant. If the Warrants
shall be exercised with respect to less than all of the Shares, the Holder
shall be entitled to receive a similar warrant of like tenor and date covering
the number of Shares in respect of which the Warrants were not exercised. (c) The market price of Common Stock shall mean the price of a share of
Common Stock on the relevant date, determined on the basis of the last reported
sale price of the Common Stock as reported on the American Stock Exchange
(AMEX), or, if there is no such reported sale on the day in question, on the
basis of the average of the closing bid and asked quotations as so reported,
or, if the Common Stock is not listed on AMEX, the last reported sale price of
the Common Stock on such other national securities exchange or market upon
which the Common Stock is listed, or, if the Common Stock is not listed on any
national securities exchange, on the basis of the average of the closing bid
and asked quotations on the day in question in the over-the-counter market as
reported by the National Association of Securities Dealers Automated
Quotations System, or, if not so quoted, as reported by National Quotation
Bureau, Incorporated or a similar organization. 2. Covenants of the Company. The Company covenants and agrees that all
the Shares which may be issued upon the exercise of the Warrants represented by
this Warrant Agreement will, upon issuance, be fully paid and nonassessable and
free from all taxes, liens, and charges with respect to the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with
such issue). The Company further covenants and agrees that during the period
within which the Warrants represented by this Warrant Agreement may be
exercised, the Company will at all times have authorized and reserved a
sufficient number of Shares to provide for the exercise of the Warrants
represented by this Warrant Agreement. 2




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3. Adjustments of Warrant Exercise Price and Number of Shares. (a) If the Company shall at any time declare a stock dividend on its
outstanding shares of Common Stock or effectuate a stock split or reverse stock
split, by subdivision or consolidation in any manner, regarding the number of
shares of the Common Stock then outstanding into a different number of shares
of the Common Stock, with or without par value, then thereafter the number of
Shares which the holder shall have the right to purchase (calculated
immediately prior to such change), shall be increased or decreased, as the case
may be, in direct proportion to the increase or decrease in the number of
shares of the Common Stock of the Company issued and outstanding by reason of
such dividend or change, and the Warrant Exercise Price of the Shares after
such change shall in the event of an increase in the number of shares of the
Common Stock be proportionately reduced, and in the event of a decrease in the
number of shares of the Common Stock be proportionately increased. (b) No adjustment in the Warrant Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least $0.05 per
share of Common Stock; provided, however, that any adjustments which by reason
of this sub-section (b) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment; and provided further,
however, that adjustments shall be required and made in accordance with the
provisions of this Section 3 (other than this sub-section (b)) not later than
such time as may be required in order to preserve the tax-free nature of a
distribution to the Holder of this Warrant or Common Stock. All calculations
under this Section 3 shall be made to the nearest cent or to the nearest
1/100th of a share, as the case may be. Anything in this Section 3 to the
contrary notwithstanding, the Company shall be entitled to make such reductions
in the Warrant Exercise Price, in addition to those required by this Section 3,
as it in its discretion shall deem to be advisable in order that any stock
dividend, subdivision of shares or distribution of rights to purchase stock or
securities convertible or exchangeable for stock hereafter made by the Company
to its shareholders shall not be taxable. (c) Notwithstanding anything herein to the contrary, for purposes of this
Section 3, the Holder agrees that no adjustment shall be made to the Warrant
Exercise Price or the number of Shares issuable upon the exercise of this
Warrant Agreement upon issuance of Common Stock (or any other securities) of
the Company for any purposes other than as set forth in Sections 3(a) and 4
herein. (d) Notwithstanding anything herein to the contrary, the Holder agrees
that no adjustment shall be made to the Warrant Exercise Price or the number of
Shares issuable upon the exercise of this Warrant Agreement upon issuance of
Common Stock (or any other securities) of the Company in connection with a
transaction concerning or involving Sport Supply Group, Inc. 4. Survival in the Event of Mergers and Reorganizations. In the event of
the reclassification or change in the outstanding Common Stock (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a 3




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result of a subdivision, combination or stock dividend), or in the event of a
sale of all or substantially all of the assets of the Company, or in the event
of any consolidation of the Company with, or merger of the Company into,
another corporation, the Company, or such successor corporation, as the case
may be, shall provide that, the Holder shall thereafter be entitled to purchase
the kind and amount of shares of stock and other securities and property
receivable upon such reclassification, change, consolidation, sale, or merger
by a holder of the number of Shares which this Warrant Agreement entitled the
holder thereof to purchase immediately prior to such reclassification, change,
consolidation, sale, or merger. Such corporation, which thereafter shall be
deemed to be the Company for purposes of this Warrant Agreement, shall provide
for adjustments, if any, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant Agreement. 5. Sale of Assets, Dissolution. Notwithstanding paragraph 4 hereof, in
the event of a sale of all or substantially all the assets of the Company, or
in the event of any distribution of all or substantially all of its assets in
dissolution or liquidation, or in the event of any other distribution or
dividend (other than cash dividends) or other event described in Section 4, the
Company shall mail notice thereof by registered mail to the Holder and shall
make no distribution to the stockholders of the Company until the expiration of
10 days from the date of mailing of the aforesaid notice; provided, however,
that in any such event, if the Holder shall not exercise the Warrants within 10
days from the date of mailing such notice, all rights herein granted and not so
exercised within such 10 day period shall thereafter become null and void. The
Company shall not, however, be prevented from consummating any such merger,
consolidation, sale or distribution without awaiting the expiration of such 10
day period, it being the intent and purpose hereof to enable the Holder, upon
exercise of the Warrants, to participate in the distribution of the
consideration to be received by the Company upon any such merger,
consolidation, or sale or in the distribution of assets upon any dissolution or
liquidation or in the event of any other distribution or dividend (as provided
above). 6. No Fractional Shares. The number of Shares subject to issuance upon
the complete exercise of the Warrants shall be rounded down to the nearest
whole number of Shares so that no fractional Shares shall be issued upon the
complete exercise of the Warrants. The Holder shall not be entitled to receive
any compensation or property for such fractional Share to which it may have
been entitled to in the absence of this provision. 7. Notices. If there shall be any adjustment in accordance with this
Warrant Agreement, or if securities or property other than Shares of the
Company shall become purchasable in lieu of Shares upon exercise of the
Warrants, the Company shall forthwith cause written notice thereof to be sent
by registered mail, postage prepaid, to the Holder at its address shown on the
books of the Company, which notice shall be accompanied by a certificate of
either independent public accountants of recognized standing or the Chairman,
President, or any Vice President of the Company setting forth in reasonable
detail the basis for the Holder becoming entitled to purchase such Shares and
the number of Shares which may be purchased and the exercise price thereof, or
the 4




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facts requiring any such adjustment, or the kind and amount of any such
securities or property so purchasable upon the exercise of the Warrants, as the
case may be. 8. Taxes. The issue of any stock or other certificate upon the exercise
of the Warrant shall be made without charge to the Holder for any stamp, duty,
excise, or similar tax (but not including the Holders income or similar taxes)
in respect of the issue of such certificate. The Company shall not, however,
be required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of any certificate in a name other than that
of the Holder, as the registered holder of this Warrant Agreement, and the
Company shall not be required to issue or deliver any such certificate unless
and until the person or persons requesting the issue thereof shall have paid to
the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid. 9. Non-Transferability. This Warrant is not transferable or assignable
by the Holder, other than to Holders officers, directors, employees or any of
their respective family members. 10. Warrant Holder Not Stockholder.This Warrant Agreement does not
confer upon the Holder any right to vote or to consent or to receive notice as
a stockholder of the Company, as such in respect of any matters whatsoever, or
any other rights or liabilities as a stockholder, prior to the exercise hereof
as provided herein. 11. Investment Representations. The Holder, by acceptance hereof, and
with reference to the Warrants and the Shares issuable upon exercise of the
Warrants, represents and warrants that: (a) The Holder is acquiring such securities for investment purposes only,
for its own account, and not with a view toward resale or other distribution
thereof, and has no present intention of selling or otherwise disposing of such
securities. (b) The Holder is aware that the offer and sale of the securities have
not been registered under the Securities Act of 1933, as amended (Securities
Act), or any state securities law, that upon exercise of the Warrants, the
Shares must be held indefinitely unless they are subsequently registered or an
exemption from such registration is available and that the Company is under no
obligation to register the offer and sale of the Shares under the Securities
Act or any applicable state securities laws, except as otherwise set forth in
Section 13 hereof. (c) The Holder acknowledges that the Warrants may not be made subject to
a security interest, pledged, hypothecated, sold, or otherwise transferred in
the absence of an effective registration statement for such Warrants under the
Securities Act and such applicable state securities laws or there is an
applicable exemption therefrom. The Holder further acknowledges that, unless
the offer and sale of the Shares issuable upon exercise of the Warrants have
been registered under the Securities Act, the Shares issued upon the exercise
of the Warrants shall be restricted in the same manner and to the 5




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same extent as the Warrants and the certificates representing such Shares shall
bear the following legend:  THESE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY OTHER SECURITIES LAWS. SUCH
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION
STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF
1933 AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED. In making the above representations and warranties, the Holder intends
that the Company rely thereon and understands that, as the result of such
reliance, such securities are not being registered under the Securities Act or
any applicable state securities laws in reliance upon the applicability of
certain exemptions relating to transactions not involving a public offering. 12. Lost Warrants. In case this Warrant Agreement shall be mutilated,
lost, stolen, or destroyed, the Company will issue a new Warrant Agreement of
like date, tenor, denomination and terms and conditions, and deliver the same
in exchange and substitution for and upon surrender and cancellation of the
mutilated Warrant Agreement, or in lieu of any Warrant Agreement lost, stolen,
or destroyed, upon receipt of evidence satisfactory to the Company of the loss,
theft, or destruction of such Warrant Agreement, and upon receipt of indemnity
satisfactory to the Company. 13. Registration Rights. (a) The Company agrees that if at any time hereafter the Company proposes
to file with the Securities and Exchange Commission (the Commission) a
registration statement (Registration Statement) under the Securities Act on a
form suitable for registering the Shares issuable upon exercise of the Warrants
(other than on Form S-4, S-8, or comparable registration statement; other than
any registration statement which has been declared effective by the Commission
prior to the date hereof or has been filed with the Commission prior to the
date hereof but has not yet been declared effective), it will give written
notice to such effect to the Holder, at least 30 days prior to such filing,
and, at the written request of the Holder, made within 10 days after the
receipt of such notice, will include therein at the Companys cost and expense
(except for the fees and expenses of counsel to the Holder and underwriting
discounts and commissions attributable to the Shares of Warrant Common Stock
(as defined below) included therein) such number of Shares of Warrant Common
Stock held by the Holder as it shall request. If the registration is an
underwritten primary registration on behalf of the Company, and the managing
underwriter(s) advise the Company in writing that in their good faith opinion,
based upon market conditions, the number of securities 6




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requested to be included in such registration exceeds the number which can be
sold in such offering, the Company will include in such registration (i) first,
the securities the Company proposes to sell, (ii) second, the Warrant Common
Stock (as hereinafter defined) requested to be included in such registration
and any other securities requested to be included in such registration pursuant
to contractual arrangements between Company and such other security holders
(Registration Rights Holders), pro rata among the holders of the Warrant
Common Stock and the Registration Rights Holders on the basis of the number of
securities requested to be included in such registration by such holders and
the Registration Rights Holders, and (iii) third, other securities requested to
be included in such registration. The Company, at its own expense, will use
its commercial reasonable efforts to file and seek the effectiveness of such
Registration Statement with the Commission and will cause the prospectus
included in such Registration Statement to meet the requirements of the
Securities Act necessary to effect the sale of the Shares included at the
request of the Holder and keep such Registration Statement effective for a
period of 180 days thereafter. The term Warrant Common Stock shall mean the
Shares issuable and issued pursuant to this Warrant Agreement. (b) The Company promptly shall notify the Holder, as a participating
holder of Warrant Common Stock, of the occurrence of any event as a result of
which any prospectus included in a registration statement filed pursuant to
this Section 13 includes any misstatement of a material fact or omission of any
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made, not
misleading. (c) The Companys obligations under this Section 13 with respect to the
Holder, as the holder of Warrant Common Stock, are expressly conditioned upon
the Holder promptly, completely, and accurately furnishing to the Company in
writing such information concerning the Holder and the terms of the Holders
proposed offering as the Company shall request for inclusion in the
Registration Statement. 14. Indemnification. (a) The Company agrees to indemnify and hold harmless each selling holder
of shares of Warrant Common Stock and each person who controls any such selling
holder within the meaning of Section 15 of the Securities Act, and each and all
of them, from and against any and all losses, claims, damages, liabilities or
actions, joint or several, to which any selling holder of shares of Warrant
Common Stock or they or any of them may become subject under the Securities Act
or otherwise and to reimburse the persons indemnified above for any legal or
other expenses (including the reasonable cost of any investigation and
preparation) incurred by them in connection with any litigation or threatened
litigation, whether or not resulting in any liability, but only insofar as such
losses, claims, damages, liabilities or actions arise out of, or are based
upon, any untrue statement or alleged untrue statement of a material fact
contained in any registration statement pursuant to which shares of Warrant
Common Stock were registered under the Securities Act (hereinafter called a
Registration Statement), any preliminary prospectus, the final prospectus or
any amendment or supplement thereto (or in any 7




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application or document filed in connection therewith) or document executed by
the Company based upon written information furnished by or on behalf of the
Company filed in any jurisdiction in order to register or qualify the shares of
Warrant Common Stock under the securities laws thereof or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the
indemnity agreement contained in this sub-section (a) shall not extend to any
selling holder of shares of Warrant Common Stock in respect of any such losses,
claims, damages, liabilities or actions arising out of, or based upon, any such
untrue statement or alleged untrue statement, or any such omission or alleged
omission, if such statement or omission was based upon and made in conformity
with information furnished in writing to the Company by a selling holder of
shares of Warrant Common Stock specifically for use in connection with the
preparation of such Registration Statement, any final prospectus, any
preliminary prospectus or any such amendment or supplement thereto. The
Company agrees to pay any reasonable legal and other expenses for which it is
liable under this sub-section (a) from time to time (but not more frequently
than monthly) within 30 days after its receipt of a bill therefor. (b) Each selling holder of shares of Warrant Common Stock, severally and
not jointly, will indemnify and hold harmless the Company, its directors, its
officers who shall have signed the Registration Statement and each person, if
any, who controls the Company within the meaning of Section 15 of the
Securities Act to the same extent as the foregoing indemnity from the Company,
but in each case to the extent, and only to the extent, that any statement in
or omission from or alleged omission from such Registration Statement, any
final prospectus, any preliminary prospectus or any amendment or supplement
thereto was made in reliance upon information furnished in writing to the
Company by such selling holder specifically for use in connection with the
preparation of the Registration Statement, any final prospectus or the
preliminary prospectus or any such amendment or supplement thereto; provided,
however, that the obligation of any holder of shares of Warrant Common Stock to
indemnify the Company under the provisions of this sub-section (b) shall be
limited to the product of the number of shares of Warrant Common Stock being
sold by the selling holder and the market price of the Common Stock on the date
of the sale to the public of these shares of Warrant Common Stock. Each
selling holder of shares of Warrant Common Stock agrees to pay any legal and
other expenses for which it is liable under this sub-section (b) from time to
time (but not more frequently than monthly) within 30 days after receipt of a
bill therefor. (c) If any action is brought against a person entitled to indemnification
pursuant to the foregoing Sections 14(a) or (b) (an indemnified party) in
respect of which indemnity may be sought against a person granting
indemnification (an indemnifying party) pursuant to such Sections, such
indemnified party shall promptly notify such indemnifying party in writing of
the commencement thereof; but the omission so to notify the indemnifying party
of any such action shall not release the indemnifying party from any liability
it may have to such indemnified party otherwise than on account of the
indemnity agreement contained in sub-sections (a) or (b) of this Section 14,
except to the extent that such failure or delay in providing notice of an
indemnifiable claim shall have 8




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materially prejudiced the defense of such indemnifiable claim. In case any
such action is brought against an indemnified party and it notifies an
indemnifying party of the commencement thereof, the indemnifying party against
which a claim is to be made will be entitled to participate therein at its own
expense and, to the extent that it may wish, to assume at its own expense the
defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that (i) if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded based upon advice of counsel that there may be
legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the
indemnified party shall have the right to select separate counsel to assume
such legal defenses and otherwise to participate in the defense of such action
on behalf of such indemnified party or parties, and (ii) in any event, the
indemnified party shall be entitled to have counsel chosen by such indemnified
party participate in, but not conduct, the defense at the expense of the
indemnifying party. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying party will not
be liable to such indemnified party under this Section 14 for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
such counsel in connection with the assumption of legal defenses in accordance
with proviso (i) to the next preceding sentence (it being understood, however,
that the indemnifying party shall not be liable for the expenses of more than
one separate counsel), (ii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action, or (iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party. An
indemnifying party shall not be liable for any settlement of any action or
proceeding effected without its written consent. (d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for this Section 14 is
unavailable in accordance with its terms, the Company and the selling holder of
shares of Warrant Common Stock shall contribute to the aggregate losses,
claims, damages and liabilities, of the nature contemplated by said indemnity
agreement, incurred by the Company and the selling holder of shares of Warrant
Common Stock, in such proportions as is appropriate to reflect the relative
benefits received by the Company and the selling holder of shares of Warrant
Common Stock from any offering of the shares of Warrant Common Stock; provided,
however, that if such allocation is not permitted by applicable law or if the
indemnified party failed to give the notice required under sub-section (c) of
this Section 14, then the relative fault of the Company and the selling holder
of shares of Warrant Common Stock in connection with the statements or
omissions which resulted in such losses, claims, damages and liabilities and
other relevant equitable considerations will be considered together with such
relative benefits. (e) The respective indemnity and contribution agreements by the Company
and the selling holder of shares of Warrant Common Stock in sub-sections (a),
(b), (c) and (d) 9




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of this Section 14 shall remain operative and in full force and effect
regardless of (i) any investigation made by any selling holder of shares of
Warrant Common Stock or by or on behalf of any person who controls such selling
holder or by the Company or any controlling person of the Company or any
director or any officer of the company, (ii) payment for any of the shares of
Warrant Common Stock, or (iii) any termination of this Agreement, and shall
survive the delivery of the shares of Warrant Common Stock, and any successor
of the Company, or of any selling holder of shares of Warrant Common Stock, or
of any person who controls the Company or of any selling holder of shares of
Warrant Common Stock, as the case may be, shall be entitled to the benefit of
such respective indemnity and contribution agreements. The respective
indemnity and contribution agreements by the Company and the selling holder of
shares of Warrant Common Stock contained in sub-sections (a), (b), (c) and (d)
of this Section 14 shall be in addition to any liability which the Company and
the selling holder of shares of Warrant Common Stock may otherwise have. 15. Applicable Law. This Warrant Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to the conflict of laws provisions thereof. IN WITNESS WHEREOF, the parties hereto have executed this Warrant
Agreement effective as of the day and year first above written. EMERSON RADIO CORP.By:
    /s/ Elizabeth J.Calianese, SVP-HR, SecretaryElizabeth J. Calianese, SVP-HR, Secretary EPOCH FINANCIAL SERVICES, INC.By:
    /s/ J. Todd Atenhan, PresidentJ. Todd Atenhan, President 10




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NOTICE OF EXERCISE To: Emerson Radio Corp. 1. The undersigned hereby elects to purchase            shares of Common Stock of
                 pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price of such shares in full. 2. Please issue a certificate or certificates representing said shares in the
name of the undersigned or in such other name or names as are specified below: ____________________________________________________________________(Name)__________________________________(Address)
 3. The undersigned represents that the aforesaid shares are being acquired for
the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned
has no present intention of distributing or reselling such shares. __________________________________(Signature)   4. Please issue a new Warrant of equivalent form and tenor for the unexercised
portion of the attached Warrant in the name of the undersigned or in such other
name as is specified below: ____________________________________________________________________ Date: _________________________ (Warrantholder) _________________________ Name: (Print) ______________________________ Its: __________________________________ 11




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SUBSCRIPTION FOR CASHLESS WARRANT SUBSCRIPTION The undersigned,          , pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe to that number of shares of the
Common Stock as are issuable in accordance with the formula set forth in
paragraph 1(b) of the Warrant, and makes payment therefor in full by surrender
and delivery of this Warrant. Dated:
    
    
    
    Signature:Address:
 12