DISTRIBUTION AGREEMENT

DISTRIBUTION   AGREEMENT,   made   as   of   the   11th   day   of    September,
1996,("Commencement Date") between EMERSON RADIO CORP., a corporation having its
principal  place  of  business at 9 Entin Road, Parsippany,  New  Jersey   07054
("Company"), EMERSON RADIO CANADA LTD., a corporation having its principal place
of  business  at  1450 Meyerside Drive, Mississauga, Ontario,  Canada  L5T  1J9,
("Emerson   Canada")   (hereinafter,  collectively  "the   Company")   and   AVS
TECHNOLOGIES INC., a corporation having its principal place of business at  2100
Trans Canada Highway South, Dorval, Quebec H9P 2N4 ("Distributor").

      The  Company  is in the business of designing, procuring,  marketing,  and
selling consumer electronics products.

       Distributor   has  expressed  an  interest  in  becoming  the   exclusive
Distributor  of  the  Company  for consumer electronic  products  of  the  types
identified  on  Exhibit A (the "Products") bearing the trademark  identified  on
Exhibit  B  (the  "Mark")  in  the  territory  identified  on  Exhibit  C   (the
"Territory").

      Distributor has represented to the Company that it and its principals  are
experienced in the marketing and selling of consumer electronic products and has
an  adequate staff and facilities to fulfill its obligations as the  Distributor
in the Territory  with respect to the Products.

     Distributor believes that the sales projections for the Products within the
Territory which it has presented to the Company are reasonable.

     NOW THEREFORE, IT IS AGREED:

     1.   APPOINTMENT.

          1.1  Company hereby appoints Distributor, subject to the terms of this
Agreement, as the Company's exclusive  Distributor of Products in the  Territory
to  the  customer  classifications  set forth  on  Exhibit  D  but  specifically
excluding  the  customers  set  forth on Exhibit E.   Distributor  accepts  such
appointment  and agrees to act as the Distributor of the Company's  products  in
the Territory as provided in this Agreement.

           1.2   (a) The Company agrees that it shall not sell Products  to  any
customers  knowing  that such customers intend to ship such  Products  into  the
Territory  to  the  customer classifications set forth on  Exhibit  D  and  that
Company will take all reasonable steps to ensure that its other distributors  do
not  breach  this  covenant, in each such case so long as  the  actions  of  the
Company  are  in  compliance  with applicable laws, treaties  and  international
agreements relating to free trade and commerce among nations.

     2.   PRODUCTS.

      The  Company's products to be sold to the Distributor under this Agreement
are  those  Products  contained in Exhibit A and any  "New  Products"  added  to
Exhibit  A  on the terms set forth therein and in Section 6 hereof. The  Company
shall  also  have  the  right from time to time to change,  modify,  discontinue
marketing  or  otherwise  alter  any or all of the  Products  without  incurring
liability  to Distributor. The Company agrees to advise Distributor  in  writing
thirty  (30)  days prior to discontinuing any Product from its current  line  of
Products.

     3.   DUTIES OF DISTRIBUTOR.

          3.1    Distributor agrees to use its best efforts to promote  to  the
fullest  extent possible, in conformity with sound business practices, the  sale
of the Products in the Territory. Costs of all advertising, coop advertising and
other   promotional  efforts  shall  be  borne  by  Distributor.  Simultaneously
herewith,  the  Company  is  furnishing  Distributor  with  a  listing  of   all
outstanding customer advertising accruals as of September 11, l996.  Distributor
shall  use  its  best efforts to maintain account chargebacks at the  level  set
forth  on  such  listing.   In  this  event, the  Company  agrees  to  reimburse
Distributor for all accrual amounts held by the Company for accruals  for  which
Distributor provides proof to the Company that the accruals were applied.   Such
reimbursement shall be paid by the Company to Distributor thirty (30) days after
Distributor  presents satisfactory proof to the Company that the  accruals  were
applied.

          3.2    Distributor shall purchase exclusively from the Company, or  a
subsidiary of the Company as designated by the Company, any and all Products  to
be sold by Distributor within the Territory.

          3.3   Distributor agrees that it

(a)  shall refrain from seeking customers, from establishing any branch,
and  from maintaining any distribution depot outside the Territory, in each case
in respect of the Products;

(b)  shall refrain from actively promoting the sale of the Products and/or
from  seeking  orders  in  respect  of those accounts  in  the  Territory  where
controlling location, defined as buying office, is outside the Territory; and

(c)  shall immediately notify the Company of any sale which Distributor
made  and  Distributor becomes aware that such Product sold was shipped  outside
the  Territory  and/or to any customer within the category referred  to  in  the
previous paragraph.

          3.4   In order to perform its duties hereunder, the Distributor shall
utilize   its  existing  sales,  warehousing  and  delivery  facilities   (which
Distributor  represents  and warrants are adequate to  perform  its  obligations
under  this  Agreement), employ adequate numbers of sales and service personnel,
maintain  adequate  inventories, and provide after sale  consumer  and  end-user
service as set forth in this Agreement.

           3.5   (a)   The  Company shall be fully responsible for  all  Product
returns  that  are actually received, at the Company's designated warehouse,  by
the Company, Distributor or Venator Sales & Services, Ltd. ("Venator") prior  to
February 15, l997, including returns of Product sold after the Commencement Date
and prior to February 15, l997, and agrees to accept and pay for warranty claims
received by the Company, Distributor or Venator prior to February 15, 1997. [All
returns  that are the responsibility of the Company must have been preauthorized
by  the  Company  in  writing, which authorization  shall  not  be  unreasonably
withheld.] Commencing February 15, 1997, Distributor shall be solely responsible
for  all Product returns, including Product sold any time prior to February  15,
l997,  excluding those of discontinued video Product) and agrees to  accept  and
pay for all warranty claims received by the Company, Distributor or Venator.

(b) Commencing February 15, 1997, Distributor shall be fully responsible
for  after sales support for all Products, including Product sold any time prior
to  February  15, l997, (excluding discontinued video Products as set  forth  in
this  Agreement)  and  shall provide, at its own cost and  at  no  cost  to  the
Company,  after  sales  service, warranty repairs  or  other  coverage  for  all
Products  for  at  least  the period of time required by  applicable  local  law
throughout  the  various  regions  of  the Territory.   Additionally,  should  a
warranty  period  exceed  that  statutorily set minimum,  Distributor  shall  be
responsible for such expenses.

(c)  The Company guarantees that the lifetime defective return rate by
Product  category  shall  not exceed the percentages set  forth  on  Exhibit  F.
Should  Distributor claim that the lifetime defective return  rate  exceeds  the
percentages  set forth on Exhibit F, Distributor must provide the  Company  with
detailed  records  showing: 1.) lifetime sales of each Product  in  the  Product
category; 2.) lifetime A-Stock and non-A-Stock returns for each Product  in  the
Product category; and 3.) lifetime warranty claims paid for each Product in  the
Product category with detail on the types of defects responsible for the claims.
In  the  event  that  during the term of this Agreement any  lifetime  defective
return  rate for a Product category exceeds such percentages, the Company  shall
remit  to Distributor the actual costs deemed to be reasonable for such  excess.
For  purposes of this Agreement, "lifetime defective return rate" is defined  as
[lifetime  unit  returns (excluding A Stock Returns) plus  in  warranty  claims]
divided  by lifetime unit sales. For purposes of this provision, "actual  costs"
is  defined as the actual direct costs incurred by Distributor to third parties,
acting  at arm's length with the Distributor, or the Company for providing  such
services  to  Distributor  as agreed to by the parties,  for  administering  and
disposing of sales returns and for administering and paying warranty claims  but
shall  not  include any allocation of overheads or any indirect,  consequential,
special or incidental damages.

(d)  The provisions for returns and warranty expenses set forth in this
Agreement shall exclude, and not be applicable to, A Stock Returns.

(e)  Repair and maintenance service provided by  Distributor for the
Products  shall  be  in  accordance with the best commercial  practices  in  the
Territory,  and  to  this  end,  Distributor shall  employ  or  contract  for  a
sufficient number of competent, technically trained personnel. Distributor shall
maintain,  or  ensure  that a third party retained to perform  such  repair  and
maintenance  service, or the Company providing such services to  Distributor  as
agreed to by the parties, maintains, a sufficient inventory of spare parts.   No
adjustment  shall  be  made  or payment due to Distributor  for  providing  such
services.

           3.6    Distributor shall promptly contact any existing or prospective
customers  referred to  Distributor by the Company and promptly  report  to  the
Company the result of such meeting.

           3.7    Distributor shall promptly, upon request, provide the  Company
with evidence of sale of the Products in the Territory.

           3.8   Distributor shall keep at its principal place of business full,
proper  and  up-to-date accounts and records showing clearly in respect  of  the
Territory  (and each distinct part thereof) all transactions  for  each  of  the
Products  and all written records of inquiries, transactions and other  material
relating to its dealings in and marketing of the Products.

           3.9   Distributor represents that it has been provided with a copy of
the  Company's policy statement entitled "Emerson Radio Corp. Antiboycott Policy
Statement and  Compliance Guide" and agrees on its own behalf, and on behalf  of
its  affiliates, to comply with the terms of such policy statement. However,  it
is agreed that nothing in such Policy creates a relationship between the Company
and  Distributor  other than as independent contractors as  set  forth  in  this
Agreement.

          3.10 With regard to the Products, Distributor shall be responsible for
all  negotiations with, notification and submission of samples to and  obtaining
the  approval of any government agency or other body as required within any part
of  the  Territory. It is understood that, in accordance with the provisions  of
Section  4.2  of  this  Agreement, the Company  shall  obtain  the  CSA/CUL/CETL
approvals on behalf of Distributor.

     4.  SUPPLY AND PRICING OF PRODUCTS.

           4.1   Subject to the terms of this Agreement, Company agrees to  sell
and   Distributor agrees to buy and to pay for such quantities  of  Products  as
Distributor  may  reasonably request. All Product purchased by Distributor  from
the Company shall meet CSA/CUL/CETL standards, and all other Canadian regulatory
standards,  and  shall have bilingual packaging and manuals.  Distributor  shall
purchase  Products exclusively from the Company, or a subsidiary of the  Company
as  designated by the Company, except as specifically approved in writing by the
Company.  To fill short term Product needs and in the Company's sole discretion,
Distributor  may purchase a.)Products directly from the Company's US  inventory,
if  available, which Products shall be converted to meet Canadian  Standards  or
b.) Product stored in Canada as set forth herein.

          4.2  The following prices shall apply to purchases of the Products:

(a)  Prices for Product purchased by Distributor from the Company shall be
FOB  Factory  at  the Company's FOB cost plus 2% sourcing load  plus  3.5%  fee,
except prices for video Products which shall be FOB Factory at the Company's FOB
cost plus 2% sourcing load plus 2% fee. The Company's FOB cost shall include all
variable  costs, not covered in Section 4.2(c) below, of producing  CSA/CUL/CETL
approved  Product  with  bilingual packaging including  any  applicable  royalty
(payable  to  a  third party acting at arm's length with the  Company)  for  the
Product.

(b)  Prices for Product purchased from the Company's US inventory are FOB
the Company's US warehouse and shall be at the Company's landed cost (including,
but  not  limited  to, FOB cost, sourcing load, Ocean Freight,  Inland  Freight,
Brokerage  and  Duty) ("ELC"), less any duty drawback to which  the  Company  is
entitled  and  receives,  plus a fee of 6.5% of ELC,  plus  cost  of  converting
product  to meet Canadian standards (including bilingual packaging and  manuals,
if required), except that the fee for video product shall be 3.5%.

(c) Costs incurred by the Company to obtain the necessary CSA/CUL/CETL or
other  required  approvals,  regulatory or  otherwise,  and  costs  incurred  to
translate  and  typeset  packaging,  warranties  and  owners  manuals  shall  be
reimbursed  by Distributor.  The Company will invoice these charges  at  regular
terms  as set forth in Section 5.1 with invoices to be issued as of the date  of
first  shipment  from  the  factory. The Company  will  initiate  the  approval,
translation  and typesetting process when Distributor places its  initial  order
for  a  model.  However, it is agreed by the parties that upon  receipt  of  the
initial  order for a model, the Company shall provide Distributor with  a  quote
for  CSA/CUL/CETL  and  translation/typesetting charges  for  said  model.   The
Company  shall  proceed with such CSA/CUL/CETL and translation/typesetting  only
upon  receiving  Distributor's written approval by model,  based  on  the  costs
involved.  Should Distributor subsequently cancel such order, the  Company  will
invoice  Distributor for all out-of-pocket costs incurred by the  Company  as  a
result of the cancellation.

           4.3  Pricing  for Distributor's purchases of Product(s) from  Emerson
Canada inventory shall be quoted and invoiced in Canadian Dollars.  Pricing  for
Distributor's  purchases of all other Product(s) from the Company  and  for  all
other costs pursuant to the terms of this Agreement shall be quoted and invoiced
in U.S. Dollars.

     5.   PAYMENTS.

           5.1   Payment for purchase of Product, and any other invoices covered
by this Agreement, shall be net 60 days plus interest on the outstanding amount.
The  interest  charged shall be calculated equal to the Company's  then  current
cost  of funds. The Company acknowledges that, as of the Commencement Date,  its
cost  of  funds is calculated as New York, US prime plus 1.25%.  [It  is  agreed
that  interest shall not accrue on any current amounts outstanding, and not past
due   (aged  less  than  61  days),  for  the  purchase  of  Current  Inventory,
Discontinued Inventory and Close-Out Inventory as defined in this Agreement  but
shall apply to such past due amounts and to the assumption by Distributor of the
production commitments, as defined in this Agreement.]

           5.2   It is agreed that if at any time Distributor exceeds the credit
limit authorized by the Company, any purchases which exceed such authorized line
of  credit  shall be paid by cash in advance, wire transfer or letter of  credit
payable  60 days from the date of shipment.  In the event payment is to be  made
by  letter of credit, the letter of credit shall include an amount equal to  the
Company's then current cost of funds for the 60-day period and must be opened in
favor of the Company no later than 30 days prior to the ship date, issued  by  a
major  international money bank that maintains a confirmation relationship  with
the Company's bank and with terms as set forth herein.

           5.3  With regard to sales of Product by Distributor to customers on a
direct  import  basis ("DI"), Distributor shall pay for such Product  by  either
transferable sight letter of credit or back-to-back sight letter of credit to be
opened  in  favor of the Company no later than 30 days prior to the  ship  date,
issued  by  a  major  international money bank  that  maintains  a  confirmation
relationship with the Company's bank and with terms as set forth herein.

          5.4  Payment to be made by letter of credit, shall be drawn upon terms
established  by the Company from time-to-time. The Letter of Credit representing
100%  of  the purchase price of the Order, plus interest as set forth in Section
5.2,  shall be opened in favor of the Company by Distributor as set forth above.
Failure  to  open  the  required letter of credit in a timely  fashion,  or  the
failure of  Distributor to replace such letter of credit with another acceptable
letter of credit or to prepay or pay the purchase price prior to delivery if the
issuing  bank fails or is prevented or refuses to pay thereon shall be a  breach
of  this  Agreement entitling the Company to terminate this Agreement for  cause
upon notice to  Distributor, as provided in Section 18.

           5.5   The  letters of credit opened by  Distributor in favor  of  the
Company  shall  be  1)  issued  in United States  dollars;  2)  irrevocable;  3)
transferable;  4) in the form of standby, and/or master  and/or documentary;  5)
issued   and  confirmed  by  a  major  international  money  center  bank   with
correspondent  bank  offices in New York City, USA, Amsterdam,  The  Netherlands
and/or Hong Kong, which shall be satisfactory to the Company (Distributor agrees
to  pay  all  charges relating to the confirmation of the letters of credit  and
amendments  to  the  letters of credit arising from Distributor's  action(s)  or
omission(s)  to  act); and 6) payable to the Company according to  policies  and
procedures  set forth by the Company from time-to-time.  Each letter  of  credit
shall  provide  for payment upon terms established by the Company from  time-to-
time and shall:

          (a)  permit partial shipments and partial drawings;

          (b)   permit  drawings  either  in  Hong  Kong,  New  York,
          Amsterdam  or  the  British  Virgin  Islands  in  United   States
          Dollars,  as  provided in the letter of credit, upon presentation
          of  drafts accompanied by copies of the invoices and original set
          of  transport documents relating to the order or orders to  which
          the letter of credit relates;

          (c)   have  an expiration date at least 30 days later  than  the
          last shipment date contemplated by such Order;

          (d)   be  subject  to  the  Uniform Customs  and  Practices  for
          Documentary   Credits  (1993  Revision,  English   Language   Edition)
          published  by  the  International  Chamber  of  Commerce  (Publication
          No.:500); and

          (e)  shall be in the form and substance reasonably acceptable by
          the Company.

           5.6   Payment for Distributor's purchases of Product(s) from  Emerson
Canada  inventory shall be made in Canadian Dollars.  Payment for  Distributor's
purchases  of  all  other Product(s) from the Company and for  all  other  costs
pursuant to the terms of this Agreement shall be made in U.S. Dollars.

     6.   NEW PRODUCTS.

          Company may, from time to time, in its sole discretion, make available
to   Distributor  a notice containing a list of a new category of  products  not
previously  offered ("New Product(s)") and their prices, and availability  data.
Should  it choose to offer a New Product, the Company shall furnish  Distributor
with  a description of the New Product and related specifications.   Distributor
shall  have  30 days after receipt of such notice to advise Company  in  writing
whether it is interested in acquiring the exclusive distribution rights for such
New  Products  for  the  Territory pursuant to such notice;  if  Distributor  is
interested  in  acquiring such distribution rights, it shall  include  with  the
written  notice  of  its  interest a.) reasonable and  realistic  monthly  sales
projections for the 12 month period beginning with product availability;  b.)  a
market  study; and c.) detailed assumptions supporting the projections,  all  of
which  must  be in a form acceptable to the Company.   In the event the  Company
accepts  the  market  study,  related  sales  projections  and  the  assumptions
underlying same, the Company shall provide Distributor with written confirmation
that  the  New Product is added to the list of Products set forth on Exhibit  A.
Should  Distributor  (i) refuse such offer or (ii) fail to exercise  its  rights
hereunder  by  providing Company with written notice and  an  acceptable  market
study,  sales  projection or underlying assumptions within the  prescribed  time
period, then, in any such event, Distributor's rights hereunder with respect  to
such  New  Product shall be waived and Company shall be free to  sell  or  grant
distribution  rights with respect to such New Product within the Territory.   It
is  agreed  that  this Section does not apply to the natural  extension  of  the
Product categories set forth on Exhibit A.

     7.  COLLATERAL MATERIAL AND SAMPLES.

           7.1   Company  shall  supply,  as the  Company  deems  necessary,  to
Distributor reasonable quantities of instruction handbooks, catalogues and other
Product  information literature.   Distributor shall bear the cost for  shipping
such  material  along  with the variable cost charges for additional  quantities
requested.  The material will be available in the English language.

           7.2    Distributor shall prepare and supply, at its sole  cost  which
shall be nonrefundable under any circumstances, a sufficient quantity to satisfy
the  needs  of  customers  and potential customers in  the  Territory  of  sales
promotional  materials, including but not limited to all  advertising  material,
relating  to  the Products.  All such sales promotional materials shall  not  be
prepared or distributed without the Company's prior review and written approval.

           7.3    Distributor shall bear all the expenses for samples  that  are
made  available to  Distributor by the Company, as well as all the expenses that
will  accrue  because of the arrival of the Products in the Territory  including
but not limited to freight, import duties, fees and expenses, insurance, and all
expenses  relating  to  the  distribution and  handling  and  operation  of  the
Distributorship.

           7.4    Distributor shall maintain in current condition all sales  and
service  publications, with updates as appropriate, which shall be  supplied  by
the  Company in reasonable quantities, as may be appropriate for the  Territory.
It  shall circulate the same to appropriate service centers and dealers  in  the
Territory and shall obtain any necessary confidentiality agreements in favor  of
the Company as the Company may reasonably request.

     8.  WARRANTY, SERVICE AND PRODUCTS LIABILITY INSURANCE.

           8.1   As  set  forth  in Section 3.5 of this Agreement,  the  Company
guarantees that the lifetime defective return rate by Product category shall not
exceed the percentages set forth on Exhibit F.

          8.2  SUBJECT TO NORMAL MANUFACTURING TOLERANCES AND VARIANCES, COMPANY
WARRANTS  THAT  ITS  PRODUCTS  WILL COMPLY IN ALL  MATERIAL  RESPECTS  WITH  THE
SPECIFICATIONS  FOR  SUCH  PRODUCTS AS DETERMINED BY THE  VENDOR  SUPPLYING  THE
PRODUCT  TO  THE  COMPANY.   IF THE PRODUCT FAILS TO  COMPLY  WITH  SUCH  VENDOR
SPECIFICATIONS AND THE FAILURE RATE FOR SUCH NON-COMPLYING PRODUCTS EXCEEDS  THE
EPIDEMIC  RATE  ASSIGNED  TO  THE PRODUCT (SEE EXHIBIT  G  ATTACHED  HERETO  FOR
DEFINITION OF THE CURRENT EPIDEMIC RATE WHICH MAY BE AMENDED FROM TIME  TO  TIME
UPON  NOTICE BY THE COMPANY TO THE DISTRIBUTOR) AND IF DISTRIBUTOR NOTIFIES  THE
COMPANY  IN  WRITING WITHIN TWELVE (12) MONTHS FOLLOWING THE DATE OF ARRIVAL  OF
THE  PRODUCTS IN THE TERRITORY OF SUCH DEFECT, THEN THE COMPANY, AT ITS  OPTION,
SHALL  EITHER  REPAIR OR REPLACE SUCH NON-COMPLYING PRODUCTS.   SUCH  REPAIR  OR
REPLACEMENT  SHALL BE DISTRIBUTOR'S SOLE AND EXCLUSIVE REMEDY FOR SUCH  FAILURE.
DISTRIBUTOR  SHALL  AFFORD THE COMPANY WITH A REASONABLE OPPORTUNITY  TO  EFFECT
REPAIR AND SHALL PROVIDE ADEQUATE POWER, TOOLS, FACILITIES AND CONDITIONS TO THE
COMPANY  OR  TO THE VENDOR TO THE COMPANY TO EFFECT SUCH REPAIR AT DISTRIBUTOR'S
FACILITY.  FOR ANY COSTS IN EXCESS OF THE REPAIR OR REPLACEMENT OF NON-COMPLYING
PRODUCTS  AS SET FORTH ABOVE, THE COMPANY AGREES TO USE BEST EFFORTS  TO  ASSIST
DISTRIBUTOR IN DISTRIBUTOR'S EFFORTS TO RECOVER SUCH ADDITIONAL COSTS  FROM  THE
MANUFACTURER.

THE  FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, OR IMPLIED,
INCLUDING  BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS  FOR  A
PARTICULAR PURPOSE OR USE. EXCEPT AS STATED IN THIS PARAGRAPH, COMPANY SHALL NOT
BE  LIABLE UNDER ANY THEORY INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE,
STRICT LIABILITY IN TORT OR MISREPRESENTATION, FOR ANY DEFECT IN, BREACH OF  ANY
OBLIGATION RELATED TO, THE QUALITY OF, OR FAILURE TO WARN CONCERNING,  COMPANY'S
PRODUCTS OR INSTRUCTIONS, CATALOGUES OR LITERATURE RELATED TO SUCH PRODUCTS.  IN
NO  EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT OR INCIDENTAL OR
CONSEQUENTIAL  DAMAGES.   THE  PURCHASE  PRICE  OF  THE  PRODUCTS  REFLECTS  THE
ALLOCATION OF THE WARRANTY RISK.

           8.3   COMPANY  MAKES  NO WARRANTY WITH RESPECT  TO  PROTOTYPES,  PRE-
PRODUCTION  UNITS,  UNITS  SHIPPED  AS  OR LISTED  AS  "UNREPAIRED",  "REBUILT",
"REFURBISHED",  "/R", "/X", "X" OR "RB", OR UNITS SHIPPED AT CUSTOMER'S  REQUEST
OR WITH NO TESTING.

           8.4  Since the warranty provided by the Company hereunder is for  the
sole  benefit of Distributor, Distributor shall not extend the warranty and  the
Company shall have no responsibility for after sale service, warranty repairs or
coverage  for Products sold by  Distributor except as set forth in Section  3.5.
Distributor  shall provide after sale service, warranty repairs  and  all  other
coverage,  as set forth in Section 3.5, at its own cost and at no  cost  to  the
Company.  Pursuant  to  the terms of Section 3.5 of this Agreement,  Distributor
shall be responsible for and shall indemnify, hold the Company harmless from and
against,  and  defend  Company against,  any claims  for  providing  after  sale
service,  support  and  warranty coverage to consumers  and  end  users  in  the
Territory, including any costs and expenses.

           8.5  (a) Subject to the conditions in subparagraph (c) hereof and
except  as  hereinafter limited, Company shall defend and indemnify  Distributor
from and against any liability, costs and expenses arising out of any claim that
the  Product  purchased hereunder infringes a patent, trademark or copyright  or
other  intellectual  property  right in Products  or  literature  regarding  the
Products  which  was  designed and supplied by the  Company  provided  that  (i)
Distributor shall have promptly given Company timely written notice thereof  and
reasonable cooperation, information, and assistance in connection therewith, and
(ii)  Company  shall  have sole control and authority with respect  to  defense,
settlement, or compromise thereof. Should any Product delivered hereunder become
or in Company's opinion be likely to become the subject of such a claim, Company
may,  at  its  option,  either procure for  Distributor the  right  to  continue
selling  or  using  such Product, or replace or modify the Product  so  that  it
becomes  non-infringing.  Notwithstanding the foregoing, Company shall  have  no
right to admit any liability on behalf of  Distributor or to create any kind  of
duty,  obligation or promise concerning the future sale of the Product on behalf
of   Distributor without the  Distributor's prior written consent,  which  shall
not  be  unreasonably  withheld or delayed.  However, to  the  extent  that  any
settlement,  judgment or decree prohibits or restricts Company's right  to  sell
the  goods covered hereby, it shall be released and discharged from any duty  to
Distributor to supply the same.

(b)  Company  shall  have no liability or obligation  to  Distributor
hereunder  with  respect  to  any patent or other  intellectual  property  right
infringement or claim thereof based upon (i) compliance with designs, plans,  or
specifications  of  Distributor, (ii) use of the  Product  in  combination  with
devices  or products not purchased hereunder where the Product would not  itself
be  infringing,  (iii) use of the Product in an application or  environment  for
which  such Product was not designed or contemplated, (iv) modification  of  the
Product,  or  (v)  any claims of an intellectual property right infringement  in
which Distributor or any affiliate or customer of Distributor has an interest or
license.

(c) Company's liability under this Section 8.5 shall be to remit
any  amounts owed to third parties pursuant to the provisions of Section 8.5 and
to reimburse Distributor for the purchase price paid by  Distributor for Product
found to be infringing. Company shall not be liable to Distributor for any other
amounts including any special, incidental or consequential damages.

(d) The foregoing states the entire liability of Company with
respect  to  infringement  of  intellectual property  rights  by  the  Products,
literature or any part thereof.

           8.6   Distributor shall obtain and continuously maintain, at its sole
cost  and expense, product and completed operations liability insurance insuring
itself  and  the  Company from and against any and all claims,  losses,  awards,
costs  and other losses including, but not limited to, personal injury including
death and to property damage, including loss of use, arising out of the sale  or
use  of the Products.  The insurance shall be in an amount of not less than  the
equivalent  of US $1,000,000. per occurrence or a combined single  limit  of  US
$10,000,000. per contract year, and shall include appropriate provisions waiving
all subrogation as against the Company.  All such insurance shall be written  by
good and solvent insurance carriers acceptable to the Company. Distributor shall
furnish  the Company with a certificate of insurance naming Company as  a  named
insured and pursuant to which the carrier shall agree to provide Company with 30
days' prior notification of cancellation or a change of such policy.

           8.7    Except as otherwise provided in Section 8.5 of this Agreement,
Distributor agrees to indemnify, defend and hold the Company harmless  from  and
against  any  and  all  claims, costs, damages, expenses,  judgments  (including
reasonable attorneys' fees) suffered or incurred by the Company by reason of any
claim or action (whether or not groundless) arising out of Distributor's acts or
omissions or its negligence in performance of its obligations hereunder.

     9.  NAMES AND MARKS.

           9.1    Distributor shall conduct its business in its  own  name  and,
except  as  otherwise  specifically provided, at its  sole   cost  and  expense.
Distributor  acknowledges  the validity of the Mark or  any  trademarks  of  the
Company  (collectively, "Marks") and the exclusive title of the Company and  its
affiliated   companies  therein  and  in  the  goodwill  associated   therewith.
Distributor  agrees  that  it  shall not contest, directly  or  indirectly,  the
Company's or its affiliates' ownership, title, right or interest in the Marks or
in  the  names  and  marks  appearing on the Products, trade  secrets,  methods,
procedures  and  techniques  or to the right of the Company  or  its  affiliated
companies  to  register,  use and to license others to  use  the  Marks  or  any
"Emerson"  brand name, in all languages.   Distributor agrees that it  will  not
register  or  attempt to register in its name or that of any  person  or  entity
affiliated  with it any name or mark, corporate name or any designation  of  any
kind,  in any language, which is the same as, similar to or a derivative of,  or
otherwise utilizing any portion of the Marks or trade names of the Company or of
any  of its affiliates.   Distributor acknowledges that it does not have and has
not  acquired  any rights in or to the Marks, product names, likenesses  or  any
derivations  of the foregoing.  Upon termination of this Agreement,  Distributor
shall immediately cease all use of the Marks.

           9.2    Distributor may indicate in its advertising  that  it  is  the
exclusive   Distributor  of  Company's  Products  in  the  Territory,  but   the
Distributor shall not incorporate or form any corporation or use any name  which
is  the  same  as,  or which is likely to cause confusion or mistake  with,  any
corporate name of Company or of any of its subsidiaries or affiliates.

           9.3   The  Marks  designated by Company shall  be  displayed  by  the
Distributor, without alteration, on all products sold by Company for  resale  by
Distributor  and  all  use  of  such Marks shall  inure  to  Company's  benefit.
Distributor shall not relabel Company's Products.

           9.4  Any copyright which may be created in any article, design, label
or  the  like,  bearing any trademark of Company shall be subject to  the  prior
approval before use, and be the property, of the Company.

           9.5    Distributor shall not use any trademark, brand or trade  dress
which is the same as, or which is likely to cause confusion or mistake with  any
trademark,  brand or trade dress of Company, except that the trademarks,  brands
and/or trade dress  designated by Company shall be used on products of Company.

     10.   DISTRIBUTOR AS INDEPENDENT CONTRACTOR.

           Nothing  herein contained shall authorize or empower  Distributor  to
act on behalf of or in the name of Company, or to bind Company in any manner  or
to make any representation, warranty or commitment on Company's behalf nor is it
authorized  to  issue  warranties  on behalf of  Company  nor  is  it  appointed
Company's  agent  in  any dealings with customers, persons possessing  Products,
governmental agencies or authorities, or in any other capacity.   Distributor is
an  independent  contractor and this Agreement does not create a joint  venture,
partnership  or agency.  Any act or omission by either party shall not  bind  or
obligate the other.

     11.  CONFIDENTIALITY.

           11.1  Company  may,  from  time to time,  give  Distributor  valuable
technical  and  non-technical information not generally known to  the  trade  or
public ("Confidential Information").   Distributor agrees that, during the  term
of  this Agreement and thereafter, neither it nor any of the employees or agents
of  the   Distributor, will disclose to anyone or use in any  manner  whatsoever
(except  as  authorized by Company) any such Confidential Information including,
without  limitation, information relating to customers, products, processes  and
services of Company, which becomes known to  Distributor during the term of this
Agreement.

           11.2  Distributor  may,  from  time to time,  give  Company  valuable
technical  and  non-technical information not generally known to  the  trade  or
public  ("Confidential Information").   Company agrees that, during the term  of
this Agreement and thereafter, neither it nor any of the employees or agents  of
the Company, will disclose to anyone or use in any manner whatsoever (except  as
authorized   by  Distributor)  any  such  Confidential  Information,   excluding
technical  information  regarding the Products, including,  without  limitation,
information   relating  to  customers,  products,  processes  and  services   of
Distributor,  (except  regarding availability of After Sales  Services  for  the
Products  to  consumers therefore, as provided in this Agreement) which  becomes
known to  Company during the term of this Agreement.

          11.3 The provisions of this Section shall not apply to any information
which  either  party is compelled to make by administrative or judicial  process
or,  in  the  opinion  of  counsel, by the requirements  of  law  or  applicable
regulations of any relevant stock exchange or other governmental authority.   In
each  such case, each party shall inform the other parties as far in advance  as
possible prior to making any such disclosure.

     12.  EXCHANGE OF INFORMATION AND REPORTS.

           12.1  Distributor will immediately notify the Company of, and provide
full details concerning, any condition affecting Products and/or the Mark or any
of the Company's trademarks (whether a general condition or a specific condition
involving  a limited number of items).  In the event Distributor learns  of  any
regulation,   ordinance,   law,  treaty,  international   agreement   or   other
governmental act or edict, restricting, governing or controlling, in any manner,
Distributor's or Company's activities and responsibilities under this  Agreement
or  Company's  obligations hereunder or under its guarantee,  or  in  the  event
Distributor learns of, or becomes aware of any of the foregoing which requires a
modification  in  any  warranty,  practice,  procedure,  document  or   Product,
Distributor  shall, immediately, notify Company and provide  Company  with  such
information  and  inform  the  Company of  the  possible  infringements  of  the
copyright, patent or trademarks within the Territory.

           12.2   The  Company will immediately notify the Distributor  of,  and
provide  full  details concerning, any condition affecting Products  and/or  the
Mark  or  any  of  the Company's trademarks (whether a general  condition  or  a
specific  condition  involving a limited number of items).   In  the  event  the
Company   learns  of  any  regulation,  ordinance,  law,  treaty,  international
agreement  or  other  governmental  act  or  edict,  restricting,  governing  or
controlling,   in  any  manner,   Distributor's  or  Company's  activities   and
responsibilities under this Agreement or Distributor's obligations hereunder  or
under its guarantee, or in the event  the Company learns of, or becomes aware of
any  of  the foregoing which requires a modification in any warranty,  practice,
procedure,   document  or  Product,  Company  shall,  immediately,  notify   the
Distributor  and  provide  Distributor with  such  information  and  inform  the
Distributor of the possible infringements of the copyright, patent or trademarks
within the Territory.

           12.3   Distributor shall furnish to the Company at such intervals  as
may  be  required by Company, reports and such other information as Company  may
reasonably request, including information regarding sales of Product and return,
advertising allowance and collection data, and permit representatives of Company
to make occasional visits to  Distributor's customers and facilities.

     13.  NON-COMPETITION.

      During  the  term of this Agreement, and any renewals thereof, Distributor
shall  not represent, sell, solicit orders for or otherwise deal in any products
directly  competitive  with the Products sold by Distributor  in  the  Territory
without  the prior written consent of the Company, to be given in the  Company's
sole discretion.
                                        
      However,  it  is  acknowledged and agreed by the Company that  Distributor
presently  represents,  imports, distributes, solicits  orders  for  and  sells,
certain  products which may be competitive with the Products, and shall continue
to  do  so,  which  products are specifically set forth in  Exhibit  H  of  this
Agreement.

      It  is  agreed  that in the event a branded supplier of product  currently
distributed  by Distributor introduces new product(s) which directly  compete(s)
with  the  Products sold by Distributor, Distributor shall be able to distribute
such new product(s).

      It is further agreed that Distributor shall not distribute any new branded
product  lines, from branded suppliers not currently distributed by Distributor,
which directly competes with the Products distributed by Distributor.

      It  is also agreed that Distributor shall not introduce, under a brand  it
controls,  new  product(s)(other  than replacements  of  current  models)  which
compete directly with the Products.

      For  purposes  of this Agreement, products which are directly  competitive
with  the  Products are defined as those products with similar pricing, customer
base, retailer base, quality and features.

          14.  ROLLING FORECASTS; MINIMUM SALES REQUIREMENTS; CURRENT/IN-TRANSIT
          INVENTORY   AND   PRODUCTION   COMMITMENTS;   DISCONTINUED   CLOSE-OUT
          INVENTORY; EXCESSIVE INVENTORY.

           14.1  ROLLING FORECASTS.  On or before February 1, l997,  Distributor
shall  provide  the Company with a forecast of the number of  units  of  Product
which   Distributor reasonably anticipates buying during the twelve (12)  months
thereafter. Distributor shall regularly update the forecast and compare same  to
on  hand inventory to ensure a sufficient stock to meet expected demands in  the
Territory  and agrees to keep the forecast current on a monthly basis (which  it
shall  provide  in writing to Company) so that  at all  times  it  represents  a
rolling  twelve  (12) month forecast of the Distributor's  needs.   The  parties
recognize  that  such forecasts are not commitments to sell or to  purchase  any
specific  quantity  of  goods  but are intended  to  represent  the  good  faith
projection  of   Distributor  so  as  to enable  the  Company  to  schedule  and
anticipate its and its customer's needs.

           14.2  MINIMUM SALES REQUIREMENTS.  During the term of this Agreement,
Distributor  shall  make every good faith effort to promote and  effectuate  the
sales  of the Products in the Territory to the greatest extent possible.   There
shall  be  a  minimum sales requirement in each year of the term  for  sales  by
Distributor of Products as follows:

<TABLE>
<CAPTION>
          YEAR                     GROSS DISTRIBUTOR SALES

          <C>                      <C>   
          1/1/97 - 12/31/97        $3,000,000 Canadian

          1/1/98 - 12/31/98        $5,000,000 Canadian

          1/1/99 - 12/31/99        6%  of  the Company's Gross US sales for  the
                                   period   1/1/98-12/31/98,   exchanged    into
                                   Canadian  Dollars  using an average  exchange
                                   rate, as defined herein.
</TABLE>

     In the event that Distributor fulfills the minimum sales requirement as set
forth  herein,  except  as otherwise provided herein, this  Agreement  shall  be
automatically  renewed for a three (3) year term ("First Renewal Term")  with  a
minimum sales requirement for each year of the First Renewal Term as follows:

          (a)  for  the  first  year of the First Renewal  Term  -   7%  of  the
          Company's Gross US sales, to be exchanged as set forth herein, for the
          immediately preceding calendar year;
          
          (b)  for  the  second  year of the First Renewal  Term  -  8%  of  the
          Company's Gross US sales, to be exchanged as set forth herein, for the
          immediately preceding calendar year; and,
          
          (c)   for  the  third  year of the First Renewal  Term  -  8%  of  the
          Company's Gross US sales, to be exchanged as set forth herein, for the
          immediately preceding calendar year.

      Thereafter,  in  the  event that Distributor fulfills  the  minimum  sales
requirement for the First Renewal Term as set forth herein, except as  otherwise
provided  herein, this Agreement shall be automatically renewed  for  successive
three  (3)  year  terms  so long as, during each year of  the  renewal  term(s),
Distributor sells quantities equal to or in excess of 8% of the Company's  Gross
US  sales for the calendar year immediately preceding the year in question to be
exchanged as set forth herein.

      In  calculating "the Company's Gross US Sales", the Company shall  exclude
from any such calculation 1.) US sales of products sold in the US which products
or  product  categories have not been offered to Distributor  for  sale  in  the
Territory  and 2.) Products or Product categories which Distributor is prevented
from selling in Canada, due to regulatory restrictions.

      The  Company shall provide to the Distributor the amount of the  Company's
Gross  US  Sales in respect of any given calendar year within ninety  (90)  days
following such year together with the details as to how same has been computed.

       The  Distributor  shall  provide  to  the  Company  the  amount  of   the
Distributor's  Gross  Distributor Sales in respect of any  given  calendar  year
within ninety (90) days following such year together with the details as to  how
same has been computed.

      For  purposes of this Agreement, the "average exchange rate" shall be  the
average exchange rate for the calendar year in question [i.e. (sum of 12  month-
end exchange rates) divided by 12].

          14.3 CURRENT AND IN-TRANSIT INVENTORY AND PRODUCTION COMMITMENTS.

                (A)  CURRENT INVENTORY AND IN TRANSIT INVENTORY - Emerson Canada
          shall continue to own and hold title to its current inventory owned on
          the  Commencement  Date. Title and risk of loss for any  such  current
          inventory shall pass to Distributor on date of shipment to a  customer
          of  Distributor  and  Distributor shall hold the  receivable  thereof.
          Pricing  for  such  current inventory shall be on  standard  terms  at
          prices calculated as set forth herein (landed cost with sourcing  load
          and fee). Payment for such current inventory shall be as set forth  in
          this Agreement.

                (B)  PRODUCTION COMMITMENTS - Within 30 days of the Commencement
          Date,   Distributor   shall  advise  the  Company   which   production
          commitments,  outstanding  as  of the Commencement  Date,  Distributor
          shall assume.  Pricing for any production commitments so assumed shall
          be  on standard terms at prices calculated as set forth herein (FOB or
          landed cost, as appropriate, with  sourcing load and fee). Payment for
          such  assumed  production commitments shall be as set  forth  in  this
          Agreement.

                (C)  UNASSUMED PRODUCTION COMMITMENTS - The provisions set forth
          in   Section   14.4  of  this  Agreement  regarding   disposition   of
          Discontinued/Close-Out Inventory not sold by Distributor  shall  apply
          to all production commitments not assumed by Distributor.

               (D) FUTURE ORDERS FOR PRODUCTION - Distributor shall not ship any
          Product  model  purchased from the Company until all existing  Current
          and  In Transit Inventory owned by Emerson Canada of a given model  is
          sold.

           14.4 DISCONTINUED/CLOSE-OUT INVENTORY.  On the Commencement Date, the
Company  shall  provide  Distributor with a list  of  all  of  Emerson  Canada's
available discontinued/close-out inventory. Distributor shall have the exclusive
right  to  sell  the  discontinued/close-out inventory  for  45  days  from  the
Commencement Date after which the Company may sell or otherwise dispose of  such
inventory as it sees fit except the Company shall not sell or otherwise  dispose
of  such inventory in the Territory.  Emerson Canada shall retain ownership  and
possession  of all discontinued/close-out inventory presently owned  by  Emerson
Canada.  Title  and risk of loss of such inventory shall pass to Distributor  on
date  of  shipment to Distributor or a customer of Distributor, and  Distributor
shall  hold the receivable thereof. Distributor shall bear all freight costs  to
the  customers and sales representative commissions for such purchases and shall
be  responsible for all coop advertising claims, terms discounts and  all  other
chargebacks or deductions taken by customers. Pricing for the discontinued/
close-out inventory shall be as follows:

     Account  pricing  for  the  discontinued/close-out  inventory,  defined  as
     pricing to be offered to Distributor's customers, as has been determined by
     the  parties.   Distributor may later propose deviations from this  initial
     price  list  which  the  Company may or may not, in  its  sole  discretion,
     approve.  The account pricing shall be net of all co-op advertising,  terms
     discounts  and  other  discounts  to the accounts.   Distributor  shall  be
     responsible  for  building such discounts into the invoice  price  and  for
     remitting  such  discounts  to  the accounts.   The  Company's  pricing  to
     Distributor  shall  be calculated as the account price, as  defined  above,
     less  1%  freight allowance, less 1% commission allowance, less a provision
     for  warranty  costs for audio only, less 5% Distributor profit margin  for
     video  product and 8% Distributor profit margin for all other product.  The
     provision for warranty and return costs shall be calculated as agreed to by
     the parties, based on the warranty caps in Exhibit F.
     
     Upon  receiving  a valid purchase order from a customer, Distributor  shall
     approve  same and forward a copy to the Company for approval and who  shall
     ship  the  customer  and  bill  Distributor,  at  the  Distributor's  price
     calculated above.
     
          14.5  EXCESSIVE INVENTORY.  A-Stock inventory owned by Distributor and
purchased from the Company may be returned to and accepted by the Company should
such  inventory  be  determined by Distributor to be  excessive.  Such  returned
inventory shall be priced at the most recent FOB price, plus sourcing load  plus
fee,  less  a 9.5% restocking fee to the Company and shall be delivered  FOB  US
warehouse  designated by the Company.  Return of excessive  inventory  shall  be
limited  to 5% of annual inventory purchases and with a minimum purchase  volume
of  200 units per model. Such inventory must be A Stock, never have been sold by
Distributor  and returned in unopened cartons.  Pricing for discontinued  models
returned after the model year shall be subject to an additional discount of 10%.
For  purposes of this agreement, "discontinued" models and inventory shall  mean
models and inventory no longer carried in the Company's current line of Products
and  not  purchased  by Distributor for the prior six (6) months.   The  Company
agrees  to  advise  Distributor in writing 30 days prior  to  discontinuing  any
Product from its current line of Products.

Distributor agrees to provide the Company with timely monthly data on sales  and
inventories by model so that the Company can track its potential exposure  under
this provision.

     15.   ORDERS, LETTERS OF CREDIT, DELIVERY.

           15.1       At  periodic intervals during this Agreement,  Distributor
shall  submit  to Company written purchase orders ("Orders") for  the  Products.
Such  Orders shall not be deemed to be accepted by the Company until it delivers
to   Distributor  a  Notice  of  Confirmation.  The  issuance  of  a  Notice  of
Confirmation  shall be in the sole discretion of the Company.  The  Company  may
grant  partial orders. In the event Distributor cancels a purchase  order  after
the  Company  has  issued  a  Notice of Confirmation,  Distributor  shall,  upon
cancellation  of the purchase order, immediately reimburse the Company  for  all
actual  costs, non-recoverable from third parties, incurred as a result of  such
cancellation.

           15.2 If applicable, as set forth in Section 5 of this Agreement, upon
receipt  of  Notice of Confirmation, and 30 days prior to ship date, Distributor
shall  issue a letter of credit for the full purchase price of the goods covered
by  the order in form and substance, and issued by an institution, acceptable to
Company.   Each  Order shall specify a delivery date at least 60 days  from  the
date of such order.

           15.3  The  cost  of  insurance, shipping and freight  shall  be  paid
directly  by   Distributor.  All shipments shall be made in  Company's  standard
shipping packages to  Distributor at the address in the Territory designated  by
Distributor.   Unless  otherwise instructed in writing by  Distributor,  Company
shall  select  a  method  of conveyance conforming to  the  standard  commercial
practices of Company for shipments.  Any additional packing, handling, shipping,
consolidating and freight costs shall be borne by the  Distributor.

           15.4  Title to Products sold to  Distributor and risk of  loss  shall
pass  to  Distributor upon delivery of the Product to the common carrier or  its
designated agent. In the event of any loss of the Product following delivery  to
the  carrier,  Company  shall,  upon request,  cooperate  with   Distributor  in
connection  with  the  proof of loss claims presented  by   Distributor  to  the
carrier and/or insurer.

           15.5   Distributor shall be responsible for the payment of all taxes,
duties, levies and assessments, including GST and PST, pertaining to the sale of
the Product, except taxes based upon Company's net income from the transactions.
Distributor  shall  be  responsible  for  completing  in  a  timely  manner  all
documentation  necessary to (i) permit Company to refrain from collecting  taxes
or  assessments it would otherwise be obligated to collect or (ii) to assist the
Company in deriving duty drawbacks.

           15.6  Delivery shall be FOB the point of embarkation or EX WORKS  (as
defined  by  INCOTERMS  1990 Edition), as provided in the acceptance  memorandum
relating  to  the  Order.   In no event, however, shall  Company  be  liable  to
Distributor  for  damages  which  directly or  indirectly  arise  from  failures
relating   to  canceled  and/or  late  shipments,  late  sailing,  failures   of
consolidators or freight forwarders or handlers, or from failures to give notice
thereof.

          15.7 Notwithstanding the provisions of Section 15.6 above, Distributor
shall  be responsible for procuring and obtaining all necessary entrance permits
and customs declarations.

     16.  LOCAL COMPLIANCE

           16.1  Distributor represents and warrants that it is formed under the
laws  of  Ontario, Canada and that (i) it is wholly-owned by Canadian   citizens
and  (ii)  it,  and  each  of  its affiliates, where applicable,  possesses  all
necessary   registrations,  licenses  and  permits  to  engage  in  distribution
activities  of the type contemplated by this Agreement throughout the  Territory
and  it,  and  each of its affiliates, is and during the term of this  Agreement
will  use  its  best  efforts to remain in compliance with,  and  not  knowingly
violate,  all  local  laws,  rules, ordinances and  regulations  throughout  the
Territory relating to the activities to be performed hereunder, including  those
affecting the importation, sale, servicing and marketing of Products.

           16.2 In the event that a local registration is required in any region
of  the Territory,  Distributor undertakes that within one (1) month of the date
hereof to have this Agreement registered with the applicable local agencies  and
will  promptly  thereafter provide the Company with a copy  of  the  certificate
evidencing such registration.

           16.3 Should this Agreement expire or be terminated in accordance with
its terms,  Distributor will cooperate with the Company and any new  Distributor
or  agent  designated by the Company to cancel such registration and/or transfer
it  to the new agent or  Distributor.   Distributor shall, at its own cost, take
all such other action as may be necessary or appropriate for it to fully perform
this  Agreement  and sell the Products under the laws, rules and regulations  of
each  of  the  jurisdictions  in the Territory.   All  such  permits,  licenses,
certificates,  approvals,  franchises  and  registrations  shall  indicate  that
Company is the owner of all rights therein.  Upon termination of this Agreement,
to  the  extent  permitted  by  local law, all transferable  permits,  licenses,
certificates,  approvals, franchises and registrations shall be  transferred  to
Company  free  of  all manner of liens and encumbrances.   The  Company  or  its
designee shall either agree to pay all costs and expenses of such transfer or it
shall waive transfer thereof.

     17.  TERM; RENEWAL.

      The  "term" of this Agreement shall commence on the date hereof and  shall
continue  until December 31, 1999 ("Initial Term") renewal for additional  three
(3)  year periods upon Distributor fulfilling minimum sales requirements as  set
forth, and on the conditions contained, in Section 14 herein.

     18.  TERMINATION AND EXPIRATION.

           18.1  This Agreement shall expire as provided above.  It may also  be
terminated by the Company upon not less than  ten (10) days' written  notice  to
Distributor upon any of the following:

(a) If there is a change in i.) the beneficial ownership of 50.1%
or more of Distributor's voting stock, based upon the ownership of Distributor's
stock  as  of the Commencement Date, or ii.) the direct or indirect  control  or
management of Distributor.  Such  change shall include but shall not be  limited
to any sale, lease, transfer or disposal, whether by contract, will,  intestacy,
or  otherwise.    Distributor agrees to furnish Company, at  Company's  request,
with  the  names  of all persons and other legal entities having any  beneficial
ownership, management or control of  Distributor, as well as the exact nature of
such ownership, management or control;

(b)  If in any calendar year Distributor fails to satisfy the minimum
sales  requirements  set  forth in this Agreement for such  year  provided  that
notice to such effect is delivered to Distributor, pursuant to the terms of this
Agreement,  within  thirty (30) days following receipt of information  regarding
Distributor's  sales  in  the Territory as provided  in  Section  14.2  of  this
Agreement;

(c)  If Distributor fails to open any required letter of credit in  a
timely  fashion, as provided in Section 5, or fails to replace  such  letter  of
credit with another acceptable Letter of Credit or to prepay or pay the purchase
price  prior to delivery if the issuing bank fails, is prevented or  refuses  to
pay thereon, unless cured within such ten (10) day notice period;

(d)   If  Distributor fails to remain in compliance with local  laws,
rules and regulations throughout the Territory, in accordance with Section 16.1,
relating  to  the  activities  to  be  performed  hereunder,  or  any  necessary
registration,  license or permit filed on Distributor's behalf in the  Territory
is  revoked, lapses or is otherwise no longer in effect during the term of  this
Agreement, unless cured within such ten (10) day cure period.

          18.2  This Agreement shall terminate immediately by its own force upon
notice from the Company upon any of the following:

         a)   Company ceases distributing the Product(s) under the Company
         trademark;

         (b)   Distributor  makes  an  assignment  for  the  benefit   of
         creditors,  or  a  public  or written admission  of  insolvency,  or  a
         trustee,  receiver or liquidator is appointed for  Distributor  or  for
         any  material  or  substantial part of its  property  or  its  business
         relating  to  the  distribution or sale of Products or  other  consumer
         electronic wares;

         (c)   Distributor is dissolved or loses its charter by forfeiture
         or  otherwise,  or  Distributor's rights or permits to conduct  any  of
         its businesses are suspended or revoked;

         (d) Distributor (i) ceases to function as a going concern or (ii)
         becomes nationalized;

         (e)   Any  court or governmental authority or agency  shall  have
         taken jurisdiction of the property or business of  Distributor, or  any
         substantial  part  thereof, whether or not in any proceedings  for  the
         reorganization, dissolution, liquidation, marshaling or winding  up  of
         the  Distributor;

         (f)  The  insolvency  of Distributor shall immediately  terminate
         this  Agreement.  For this purpose, insolvency shall include, but shall
         not  be  limited to the inability of  Distributor to pay its  debts  as
         they  mature,  or  its liabilities being in excess of the  fair  market
         value  of  its assets, or such other causes as may permit   Distributor
         to seek relief under any insolvency laws.

           18.3  In the event that  Distributor shall at any time (i) commit  or
allow  to  be  committed a breach of any material obligation set forth  in  this
Agreement,  (ii)  fails  to  fulfill the obligations  of  Section  3.3  of  this
Agreement, (iii) render an incorrect, material representation in connection with
the  rights granted herein, (iv) commit intentional or negligent damage or omits
or  fails  to  take  steps within its power to prevent damage to  the  Company's
business, reputation, distribution channels or value of the Marks, (v)  fail  to
conduct   its  business  ethically  in  accordance  with  reasonable  commercial
practices  or  (vi)  fail to remain in compliance with  local  laws,  rules  and
regulations  throughout  the Territory, in accordance  with  the  provisions  of
Section  16.1,  relating  to  the activities to be performed  hereunder  or  any
necessary registration, license or permit filed either on  Distributor's  behalf
in  the  Territory is revoked, lapses or is otherwise no longer in effect during
the  term of this Agreement, then, in addition to the rights available under law
or  in  equity,  the  Company may, by notice in writing given  to   Distributor,
require such breach or event to be remedied and if such breach or event  is  not
remedied  within thirty (30) days after the giving of such notice,  the  Company
shall  have the right to terminate this Agreement forthwith by a further  notice
in writing.

          18.4  In the event that in any of the three calendar years of the term
(commencing as of January 1, l997), or any year of any renewal term thereof, the
Company  loses money from purchases of Product made by Distributor  pursuant  to
the  terms  of the distribution arrangement covered by this Agreement (excluding
any purchase of the Current, In Transit, Discontinued and Close-Out Inventory as
set forth in this Agreement), the Company shall, for 90 days following the close
of the initial three-year term or of any such subsequent year, have the right to
terminate  the  Agreement upon 30 days written notice unless  Distributor  shall
guarantee that the Company shall in future years make a profit equal to at least
1%  of Distributor's purchases from the distribution arrangement covered by  the
terms  of this Agreement, or any renewal term thereof, or reimburse the  Company
for   the   shortfall  arising  therefrom.  For  purposes  of  this   Agreement,
calculations of whether or not the Company is losing money shall be based solely
on the fee revenue received by the Company (not including the sourcing load) and
the  costs to the Company of the Distributor's business, including costs due  to
the excess warranty cost provision and the Excessive Inventory provision of this
Agreement. Direct costs shall not include arbitrary allocations of overhead,  or
general office expenses such as phone, fax or travel.

          18.5  Should this Agreement be terminated for any reason, or expire in
accordance  with its terms, the effects of such termination or expiration  shall
be governed by this Section.

(a)  At the Company's option, exercised by notice to  Distributor, any
orders  accepted  by Company from  Distributor prior to the  effective  date  of
termination  pursuant to this paragraph and remaining uncompleted on  such  date
shall  not  survive  such  termination unless any such orders  are  required  by
Distributor to fill existing orders.

(b)  The parties will proceed in good faith to the settlement of the
operations in progress, which shall be settled within six months from  the  date
of termination.

(c)  The Company may, but shall not be obligated to, purchase existing
inventory  from   Distributor at (i)  Distributor's cost  for  factory  new  and
sealed  cartons of merchantable Products; and (ii) salvage value for  any  other
Products  or  parts.   Such right may be exercised by  the  Company  or  by  its
designee  by a notice given to  Distributor on or before the 30th day  following
the  expiration or termination date.  Terms shall be net 60 days  for  inventory
purchased  by  the  Company under this clause. During such period,  the  parties
shall cooperate with the Company in valuing the inventory.  However, the Company
shall  not  be  able  to purchase any existing inventory  that  is  required  by
Distributor to fill orders existing at the time of termination or expiration  of
this Agreement.

(d)  Following the giving of a notice of default or a notice of termination
or,  if this Agreement is expiring in accordance with its terms, then during the
6  months  prior to such expiration date, the Company may and shall be  free  to
actively  seek  and to retain a replacement for  Distributor.  The  Company  may
accept  orders from the replacement  Distributor and the replacement Distributor
may  register its agreement with the local agency immediately upon the effective
date of termination or expiration.

(e)  Upon the expiration or earlier termination of this Agreement,
excluding  any  sale  of  existing inventory during  period  for  settlement  of
operations  in  progress as provided in this Agreement  and  agreed  to  by  the
parties,  Distributor shall cease using the Mark and shall suspend all publicity
in which its name appeared linked to that of the Company or to Products.

(f)  The confidentiality provisions and obligations of indemnification and
Section  9.5  of  this Agreement shall survive any expiration or termination  of
this  Agreement.   Similarly,  the obligations to provide  warranty  service  to
customers  and end-users of the Product shall continue following the termination
or expiration hereof. It is understood that Distributor shall not be responsible
for warranty services for any consumer electronic product bearing the Mark which
is  sold  in the Territory by the Company or a third party after the termination
or  expiration  of  this  Agreement unless sold by or on behalf  of  Distributor
during  any period for settlement of operations in progress as agreed to by  the
parties.

(g)  Distributor shall not be entitled to any indemnity or other
compensation  in  the event of termination, non-renewal or  expiration  of  this
Agreement.

     19.  IMPOSSIBILITY OF PERFORMANCE AND FORCE MAJEURE.

           19.1 Neither party shall have any liability to the other by reason of
any failure or delay in performance of any provision of this Agreement or Orders
pursuant hereto (other than the obligation to timely post a letter of credit and
to  make  payment for Products hereunder), if and to the extent such failure  or
delay  is  due  to any occurrence (other than financial) beyond  the  reasonable
control  of the party failing or delaying to perform, including but not  limited
to,  acts of God or a public enemy, war, civil unrest, sabotage, labor disputes,
natural  disasters such as storms, cyclones, earthquakes, tidal  waves,  floods,
destruction by lightning, explosions, fires, boycotts, transportation failure or
delays,  shortages of materials, failures of suppliers, breakdowns in factories,
or  the acts, rules, regulations, orders or directives of any governmental  body
(including any agency or subdivision thereof).

           19.2  A party seeking relief shall, as soon as practicable after  the
impediment and its effects upon its ability to perform become known to it,  give
notice  to the other party of such impediment and its effects on its ability  to
perform.   Notice shall also be given when the ground for relief  ceases.   Upon
the giving of such notice, and during the continuance of such impediment and for
a  reasonable  period thereafter, this Article relieves the failing  party  from
damages,  penalties and other contractual sanctions, except  from  duty  to  pay
interest  on money owing and the duty to amend and keep open letters  of  credit
relating to payment for Products for a period expiring not sooner than  30  days
from the date of shipment of the Products affected by the impediment.

           19.3  If the impediment shall continue for a period in excess  of  90
days,  then either party may terminate the affected Order or this Agreement,  in
total.

      20.   INTERPRETATION AND GOVERNING LAW.   All questions  relating  to  the
validity,  interpretation,  performance or breach of this  Agreement,  including
without  limitation  all claims and damages, shall be determined  in  accordance
with the law of the State of New Jersey, USA, applicable to agreements made  in,
and  to  be  fully  performed in, that jurisdiction.  THE  1980  UNITED  NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT  APPLY  TO
THIS AGREEMENT OR TO THE DUTIES OR OBLIGATIONS OF THE PARTIES HEREUNDER.

     21.  MISCELLANEOUS.

           21.1   Waiver  of  Rights. The waiver or the failure  by  Company  or
Distributor  to  claim  a breach of any provision of this  Agreement  shall  not
constitute  a  waiver  of  any  subsequent breach  or  affect  in  any  way  the
effectiveness of such provisions.

           21.2  Assignment.  Distributor shall not assign this Agreement or any
right  granted  hereunder to any individual or entity without the prior  written
consent of the Company.  Distributor may not delegate any duty hereunder without
the prior written consent of the Company in each instance.  For purposes of this
agreement,  the terms "assign" and "assignment" shall be deemed to  include  all
transfers  of  control  of   Distributor, whether accomplished  by  means  of  a
transfer   of   equity,  voting  trust,  merger,  consolidation,   amalgamation,
combination, reorganization or other means.

          21.3 General Standards of Conduct.   Distributor shall deal fairly and
honestly with the public, comply at all times, with all international, national,
state,   provincial,  county,  city  and  other  local  laws,  regulations   and
ordinances.  Distributor warrants that it has not, and covenants that  it  shall
not, directly or indirectly, make any loans or gifts or any thing of value to or
for  the  benefit of the following persons/entities if it would  violate  United
States  or  local  law:   (i)  any government employee  or  official;  (ii)  any
political  party,  faction or candidate for office; (iii) any  other  person  if
Distributor  has  reason  to  know that any part  thereof  would  go  to  anyone
mentioned  above,; or (iv) to any other person or entity to whom  a  payment  or
gift  would  violate  the  laws  or policies of the  United  States  or  of  the
jurisdiction to whose authority such person or entity is subject.

           21.4  Subdistributorships.          Distributor shall not create  any
subdistributorships, agencies, participations, joint ventures, rights, or  other
similar  arrangements delegating its duties hereunder or otherwise dealing  with
the  sale, repair, import, export, service or promotion of Products without  the
prior  written  consent  of the Company in each instance.   It  is  agreed  that
Distributor  shall be permitted to sell Product(s) to regional  distributors  in
the Territory subject to the prior written consent of the Company.

           21.5  Entire Agreement. This Agreement and the accompanying Exhibits,
and  the terms of the Confidentiality Agreement letter dated June 19, 1996,  the
terms  of  which  are incorporated herein, sets forth the entire  agreement  and
understanding  between  the  parties relating to the  subject  matter  contained
herein,  any  course  of  prior dealings or usage of the trade  notwithstanding,
supersedes  all other agreements, oral or written, heretofore made  between  the
parties  and  supersedes any standard terms and conditions of purchase  and  any
standard  terms  and  conditions of sale of purchaser and seller,  respectively,
whether  on  purchase  orders,  confirmations or any  other  document  exchanged
between  them.  Any amendment or additions to this Agreement shall be in writing
and  signed by an authorized officer or agent of Company and  Distributor.   The
terms  and  conditions  herein shall supersede any  inconsistent  provisions  in
Company's  or   Distributor's orders, confirmations or other documentation.   No
additional  terms may be added and no terms may be deleted from  this  Agreement
unless  the same is reflected in a writing referring to this Agreement which  is
executed by both parties.

           21.6  Notices. All notices required or given in connection with  this
Agreement shall be in writing and shall be delivered by hand, facsimile,  telex,
over night delivery service, or by registered mail, return receipt requested, to
the  other party at the address set forth on page one of this Agreement,  or  to
such  other address as a party may designate by written notice.  Notice by  hand
delivery,  facsimile, telex, or overnight delivery service  shall  be  effective
upon receipt. Notice by registered mail shall be deemed to have been given seven
(7) days after posting.

           21.7 LAW; JURISDICTION.  This Agreement shall be deemed to have  been
made,  executed  and  delivered in and shall be  governed  by  and  enforced  in
accordance with the laws of, the State of New Jersey, United States of  America.
Any  controversy  or claim arising out of or relating to this contract,  or  the
breach thereof, shall be governed by and enforced in accordance with the laws of
the  State  of New Jersey regardless of the choice of law rules and conflict  of
law  principles.  Any dispute arising as to the legal nature of  this  Agreement
shall  be  settled in the courts of the State of New Jersey, in  Morris  County,
which  shall have exclusive jurisdiction over all controversies that  may  arise
under or in relation to this Agreement, especially with respect to its validity,
execution,  interpretation,  enforcement,  or  compliance,  the  parties  hereby
consenting to service, jurisdiction, and venue of such courts for any litigation
arising  from this Agreement, and waiving any other venue to which they  may  be
entitled to by virtue of domicile, residence, or otherwise.

          21.8 SEVERABILITY AND HEADINGS. IF AND TO EXTENT THAT ANY PROVISION OF
THIS AGREEMENT SHALL BE DETERMINED BY ANY LEGISLATURE OR COURT TO BE IN WHOLE OR
IN PART INVALID OR UNENFORCEABLE, SUCH PROVISION OR PART THEREOF SHALL BE DEEMED
TO  BE  SURPLUSAGE  AND,  TO  THE EXTENT NOT SO  DETERMINED  TO  BE  INVALID  OR
UNENFORCEABLE, EACH PROVISION HEREOF SHALL REMAIN IN FULL FORCE AND EFFECT.  THE
HEADINGS TO THE PARAGRAPHS OF THIS AGREEMENT ARE INCLUDED MERELY FOR CONVENIENCE
OF REFERENCE AND SHALL NOT AFFECT THE MEANING OF THE LANGUAGE INCLUDED THEREIN.

           21.9  SAVINGS  CLAUSE.   Any provision of  this  Agreement  which  is
prohibited  or  unenforceable  in  any jurisdiction  shall  not  invalidate  the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in  any
other jurisdiction.

           21.10   TIME PERIODS.  The time periods referred to in this Agreement
will be calculated in accordance with the Gregorian Calendar.

           21.11  ENGLISH  LANGUAGE.   The  parties  have  requested  that  this
Agreement be drawn up in the English language; les parties ont demande que cette
entente et les documents accessoires soient redigees en langue anglaise.

           21.12  EXECUTION OF AGREEMENT. The parties agree that this  Agreement
may  be  executed  in  any  number of counterparts and  by  facsimile(s),  which
counterparts and facsimile(s) together shall constitute one agreement.

     22.  COLLECTION OF ACCOUNTS RECEIVABLE.

           Distributor  agrees  to  collect the Company's  outstanding  accounts
receivable.  Distributor shall receive a fee for such services in the amount  of
2.5%  for cash collected for all receivables which are current or less  than  31
days overdue as of the Commencement Date and 5% for cash collected for all other
receivables.  Distributor  shall have customers  remit  the  collected  accounts
receivable directly to the Company's designated lock box and the Company  shall,
within  thirty  days  after the close of each month, remit  to  Distributor  the
applicable  commissions as set forth herein. [It is agreed and  understood  that
Distributor  shall  make  all  reasonable  efforts  to  collect  the   Company's
outstanding  accounts  receivable in Distributor's normal  course  of  business.
Distributor  is not required to initiate legal proceedings against any  customer
to  collect  outstanding  overdue accounts receivable  and  Distributor  is  not
responsible for the failure to collect from any account. Distributor's  services
hereunder  are nonexclusive.]  The provisions herein are not applicable  to  the
Distributor  accounts  receivable, Venator accounts  receivable  and  Emerson  -
Emerson  HK  -  Emerson Canada intercompany accounts receivable, which  accounts
receivable are excluded. The Company shall provide Distributor with weekly  cash
receipts data.

       IN WITNESS WHEREOF, the parties have duly executed this

Agreement as of the day and year first above written.


                               EMERSON RADIO CORP.

  (SEAL)                       BY: /s/ Eugene I. Davis
                                   (NAME)

                               Eugene I. Davis, President
                               Print Name and Title


                               EMERSON RADIO CANADA LTD.

       (SEAL)                  BY: /s/  Eugene I. Davis
                                   (NAME)

                                Eugene I. Davis, President
                                Print Name and Title


                                AVS TECHNOLOGIES, INC.

  (SEAL)                        BY: /s/ Stanely Plotnick
                                    Stanley Plotnick
 
                                Stanley Plotnick, President
                                Print Name and Title

                                BY: /s/ Theodore Matthews
                                   Theodore Matthews

                                 Theodore Matthews, EVP
                                 Print Name and Title


                      SCHEDULE OF EXHIBITS

Exhibit A Products

Exhibit B Marks

Exhibit C Territory

Exhibit D Customer Classifications

Exhibit E Customer Exclusions

Exhibit F Guaranteed Cap For Defective Returns

Exhibit G Epidemic Failure

Exhibit H Competitive Products


                           EXHIBIT A

                            PRODUCTS

     Color televisions
     Black & White televisions
     Video Cassette Recorders and Players
     TV/VCR Combination Units
     Portable and Clock Radios
     Radio/Cassette/CD Players
     Audio Systems
     Microwave Ovens
     Car Audio
     Security Products
     Home Theater Products
     Clocks

                   ALL PRODUCTS SHALL BE A STOCK PRODUCTS ONLY


For  purposes  of  this Agreement, "A Stock Product" shall  be  defined  as  new
product (manufactured of new material and parts and not repaired, remanufactured
or rebuilt), which has not been subjected to use after original manufacture.

Products  shall  also be defined as including consumer electronic  products  not
defined herein which the Company may introduce in the future to be sold with the
Emerson  Trademark  as  defined herein and which are reasonably  interpreted  as
natural extensions of the Product categories specifically defined herein.

This  Agreement does not and shall not be interpreted as appointing  Distributor
as   the  exclusive  distributor  for  any  Products  other  than  the  consumer
electronics  products  and any extensions thereof, as  set  forth  herein.  With
regard  to  any  product  lines which the Company may introduce  which  are  not
consumer electronic products and/or any natural extensions thereof, as set forth
herein,  the Company may in its sole discretion, but is not obligated to,  offer
such  lines to Distributor for sales in the Territory pursuant to Section  6  of
this Agreement.


                           EXHIBIT B

                             MARKS

                    Emerson with G-Clef

 

                           EXHIBIT C

                           TERRITORY

     Canada, as such country is known as of the Commencement Date.



                           EXHIBIT D

                    CUSTOMER CLASSIFICATIONS

         All customers except those specifically excluded in Exhibit E.


                           EXHIBIT E

                       CUSTOMER EXCLUSIONS


1.   Sales of video Products to Wal-Mart Canada, which sales are covered by that
certain License Agreement entered into by Emerson and a Supplier regarding sales
of  such  video  Products.  In the event such video Products  become  no  longer
covered by the provisions of that certain License Agreement, or any renewals  or
extensions thereof, then AVS shall be permitted to sell video Products  to  Wal-
Mart Canada pursuant to the provisions of this Agreement.

2.    AVS  shall  not sell Products to Future Shop Ltd. or its  subsidiaries  or
affiliates  ("Future Shop Ltd.") which Products knowingly are to be  shipped  to
the  Future  Shop Ltd. locations in the US.  Emerson shall not sell Products  to
Future  Shop Ltd. locations in the US which Products knowingly are to be shipped
to the Future Shop Ltd. locations in Canada.

3.    AVS  shall  not knowingly sell product to any customer who will  transship
such  product  out of Canada.  Emerson shall not knowingly sell product  to  any
customer who will transship into Canada.


                           EXHIBIT F
<TABLE>

             GUARANTEED CAP FOR DEFECTIVE RETURNS

<CAPTION>
                                        
                                      GUARANTEED CAP (NOT
PRODUCT CATEGORY                         GREATER THAN)


<S>                                          <C> 
Audio I (Portable Radios)                    7%
Audio II (Clock Radios)                      7%
Audio III (Personal Stereos)                 7%
Audio IV (Personal CDs)                      17%
Audio V (Portable Radio/Cassettes)           7%
Audio VI (Portable CD/Radios)                15%
Audio VII (Non-CD Shelf Systems)             7%
Audio VIII (CD Shelf Systems)                12%
TV I (Under 13" Color TVs)                   12%
All Other TVs                                6%
VCRs                                         12%
Microwave Ovens                              6%
Home Theater                                 10%
Car Stereos                                  20%
Clocks                                       5%
Security Products                            10%

   (Home Security:       CO Detector
    Personal Security:   Personal Alarm; Safety Light with Motion Detector;
                         Door/Window Alarm; Motion Detector; Door/Window Alarm
                         with Booster Siren; Motion Detector with Booster Siren)
</TABLE>

                           EXHIBIT G

                        EPIDEMIC FAILURE

An  epidemic  failure  occurs  when there is a failure  of  more  than  2.5%  of
mechanical,  electrical or cosmetic components, as defined below, in  a  Product
lot.

1.  Mechanical  components shall include, but shall not be limited  to:  motors,
cassette  decks, cd decks, video decks, connectors, disk drives, switches,  tape
drives,  relays, condenser canisters, etc.  Electrical components shall include,
but  shall  not  be  limited  to: semi-conductors (ICs,  memories,  transistors,
diodes,  computer  chips,  etc.), CRT, LCD, LED, FLD, transformers,  capacitors,
resistors,  printed  circuit  boards,  rectifiers,  solenoids,  logic  circuits,
sockets, pickups, power supplies, etc.  Cosmetic components and critical defects
shall  include, but shall be limited to: cabinet, panel, overlay,  door,  cover,
knob, labels, fit, finish, color, etc.

2.   Epidemic  failure means that the same parts or type of parts or  assemblies
applied to the same circuitry of the purchased products have the same or similar
nature  of  defects  or failures or failures or defects of  a  related  kind  or
nature.
                                        
                                        
                                    EXHIBIT H
<TABLE>
                                        
                              COMPETITIVE PRODUCTS
<CAPTION>

BRAND           MODEL          DESCRIPTION

<S>             <C>            <C>
NIKKO           NHT2500        Home theatre system with 6 speakers 
(registered mark)              and Dolby (registered mark) Pro Logic Amplifier
                NHT1000        5 speakers and surround amplifier  
                               built into TV/VCR stand
                NHT2000        5 speakers and surround amplifier
                               built into TV/VCR stand
                NHT3000        6 speakers and Pro Logic amplifier
                               built into TV/VCR stand

Eversafe        MAA2           Motion activated alarm
(regis-         WEA2           Door/window alarm
 tered          MAL2           Motion activated light/alarm
 mark)          MWA1           Window Alarm

</TABLE>