as of July 1, 1997

Mr. Jerome E. Ruzicka
33 Adams Drive
Stow, Massachusetts 01775

                       CONSULTING AGREEMENT ("AGREEMENT")

Dear Mr. Ruzicka:

This  letter, when signed by you, will confirm, and set forth the terms of,  the
agreement  between  Emerson Radio Corp. ("Emerson" or "the  Company")  and  you,
effective  as  of  July 1, 1997 ("effective date"), regarding the  services  you
shall  be  performing for Emerson.  Accordingly, in consideration of the  mutual
covenants  and  agreements  contained herein and for  other  good  and  valuable
consideration, Emerson and you mutually agree as follows:

1.    Emerson  engages you as a non-exclusive independent contractor to  provide
consulting services for the design, development, specification and marketing  of
products  employing the proprietary technology ("Licensed Technology") to  which
Emerson  has  secured rights under the licensing agreement with  REP  Investment
LLC, made as of August 23, 1996 ("License Agreement").  You agree to devote your
best efforts, skills, abilities and such time as is necessary for the successful
performance  of  the services as hereinafter defined, subject to the  provisions
set forth in this Agreement.

2.    The  objectives  of the work to be performed shall be for  you  to  assist
Emerson and Emerson's engineering-manufacturing vendor personnel in establishing
a  profitable high-growth new business venture based on the Licensed  Technology
and to (1) devise variations of the Micro-10 product to prevent early saturation
of sales by expanding into diverse markets, and (2) facilitate development of  a
comprehensive matrix of products, based on the Licensed Technology, to build and
grow  a  profitable  business  over a multi-year  horizon.   Your  duties  shall
include, but not be limited to, the following:

           A.    Advise  and assist Emerson's CinemaSurround(Trademark)  product
     line manager (presently Gene Rissetto, Vice President - Product Development
     of  Emerson  Radio  Consumer Products Corporation) in matters  relating  to
     audio   technology,   engineering  application  and  product   design   and
     evaluation, working in collaboration with Emerson's designated engineering-
     manufacturing  vendor(s) (presently known to be  ATLM).   Such  duties  may
     include  on-site consulting at Emerson's, or its vendor's(s'), engineering-
     production facilities, including those in the Far East.
           B.    Provide  general  technical support,  product  line  conceptual
     design,   feature  and  benefit  recommendations,  application  engineering
     assistance,  prototype  evaluation  and  trouble  shooting,  design  defect
     identification and product improvement design recommendations.

It  is  understood  by the parties that the services to be provided  under  this
agreement are to be performed as needed by the market and development status  of
the  Licensed  Technology  and,  therefore, shall  not  generally  be  delivered
uniformly  over  time.   Periods of both high and low demands  are  anticipated.
However,  it  is  agreed that generally you shall provide  the  services  on  an
average  of three (3) days per week. Moreover, notwithstanding any provision  of
this Agreement to the contrary, you shall not be required to provide services on
more  than one hundred fifty-six (156) days, with not more than twenty (20) days
outside  the  continental  United States, during the  term  of  this  Agreement.
Travel  time and time spent in preparing reports shall be included for  purposes
of such time limits.

All  services to be provided under this agreement are collectively  referred  to
hereinafter as "Services".

3.    You represent that to the best of your knowledge you are not aware of  any
certificates  or licenses which you are required to obtain in order  to  perform
the Services.  You agree that you will use reasonable efforts to keep current on
any  such  requirements and will so comply when, and if,  necessary.   You  also
agree  to  comply  with all applicable International, Federal, State  and  Local
laws,  rules and regulations of which you are aware, in performing the Services,
and  to  confirm such compliance upon request by Emerson.    You further warrant
that  in  performing your Services you shall not violate or in any way  infringe
upon  any  third  party's  property,  contractual,  employment,  trade  secrets,
proprietary  information, non-disclosure, trademark, copyright or patent  rights
of which you have knowledge.

4.    In  the performance of your Services, you shall cooperate fully  with  all
officers, employees and agents of Emerson as Emerson's Chief Executive  Officer,
Board of Directors, President of Emerson Radio Consumer Products Corporation  or
Vice  President  -  Product  Development  of  Emerson  Radio  Consumer  Products
Corporation  may  direct.   Emerson  shall  designate  from  time  to   time   a
representative to serve as your primary contact with Emerson.  You may rely upon
any  instructions  or  information given to you by such representative.  In  the
event  you  receive any conflicting instructions or information  given  by  such
representative, officers, employees or agents of Emerson, you shall advise  such
representative  of  the  conflict  and such representative  shall  resolve  same
internally  with  the  Company  and advise you of the  final  instructions.  The
representative initially designated by Emerson is Gene Rissetto, Vice President-
Product  Development  of  Emerson  Radio  Consumer  Products  Corporation.   The
representative may be changed from time to time by written notice  to  you  from
the  Chairman of the Board of Directors of Emerson or the President  of  Emerson
Radio Consumer Products Corporation.

5.    You  agree  that  the  relationship between you  and  Emerson  under  this
Agreement is one of independent contractor.  In performance of the Services, you
shall  have no authority, and shall not represent or hold yourself out as having
such  authority,  to enter into any agreement on behalf of Emerson  or  bind  or
commit  Emerson in any way unless otherwise agreed to in writing between Emerson
and  you.   Your engagement under this agreement is limited solely to  providing
the  Services as set forth herein. Since you are not an employee, you shall  not
be  entitled  to receive any employee benefits or be entitled to participate  in
any medical, health or other plan available to employees of the Company.

6.    The term of this agreement commenced as of July 1, 1997 and it shall be in
full  force  and  effect for a period of one year (1) from the  effective  date.
During  the  six (6) month period commencing as of the effective  date  of  this
agreement, either party may terminate this agreement if the other party breaches
this  agreement  and  such breach is not cured within  thirty  (30)  days  after
written  notice and demand.  After such six (6) month period, either  party  may
terminate this agreement at any time for any reason or no reason upon giving the
other  party  thirty  (30)  days'  prior written  notice.   Upon  expiration  or
termination  of  this  agreement,  you shall  promptly  return  to  Emerson  all
inventory,  reports,  documents, catalogs, literature,  materials  and  tangible
property  (whether in electronic, paper or any other format or medium)  supplied
by  Emerson  or  created or supplied by you or third parties  arising  from  the
Services and any other confidential information  in your possession, custody  or
control  related to the Services.  Paragraphs 6, 7B, 7C, 7E, 7H, 9, 14, 16,  17,
19, 20 and 22 shall survive any termination or expiration of this agreement.

7. [redacted]

8.    You represent that you are not subject to any restrictions (contractual or
otherwise)  which prevent you from accepting this engagement.  You covenant  and
agree  that,  provided  Emerson  is  not in default  under  the  terms  of  this
agreement,  for the period you are receiving payments under Paragraph  7.A,  you
shall not render any services to any third parties which would conflict with any
of  your  responsibilities  hereunder or create  a  conflict  of  interest.   In
addition,  for the period you are receiving payments as set forth  in  Paragraph
7.A,  you  also  agree that you shall not represent, consult  to,  or  become  a
principal  or  owner  in  any  entity attempting to  develop  or  sell  products
incorporating the Licensed Technology, whether directly or indirectly, alone  or
as  a member of a partnership or as an officer or stockholder of any corporation
or  as an employee or agent thereof be engaged in or concerned with any business
engaged  in  such  activities  during such period,  in  any  such  case  without
Emerson's  prior  written  approval.  Your interest in  REP  Investment  Limited
Liability  Company,  your  representation of its  interests  under  the  License
Agreement and your supervision of its activities shall not be deemed to conflict
with your obligations under this Agreement.

9.    You shall use diligent efforts to perform the Services in accordance  with
prevailing  industry  standards  and you agree to  indemnify,  defend  and  hold
Emerson  harmless  from  and against all demands, claims,  damages,  losses  and
defenses (including reasonable costs, fees of attorneys, accountants and  expert
witnesses) arising out of or resulting from your performance of, or omission  to
perform,  the  Services  due  to gross negligence  or  willful  misconduct.   No
settlement  shall  be  made  without Emerson's prior written  consent.   Emerson
acknowledges  that  you  are not warranting the achievement  of  any  particular
results.

      Emerson agrees to indemnify, defend and hold you harmless from and against
all  demands, claims, damages, losses and defenses (including reasonable  costs,
fees of attorneys, accountants and expert witnesses) for any claims arising  out
of  or  resulting  from  the Services other than those  based  upon  your  gross
negligence or willful misconduct.

10.  In the event any provisions contained in the License Agreement with respect
to  rights  to,  or  obligations  in respect of,  the  Licensed  Technology  are
inconsistent  with the provisions of this agreement, the terms  of  the  License
Agreement shall govern.

11.   This agreement is the complete agreement between the parties regarding the
Services.  This agreement may not be changed orally but only by an agreement  in
writing,  signed  by the party against whom enforcement of any  waiver,  change,
modification or discharge is sought.

12.   The failure of either party to insist upon strict compliance with  any  of
the  terms, covenants or conditions hereof shall not be deemed a waiver of  such
terms,  covenants or conditions, nor shall any waiver or relinquishment  of  any
right  or  power hereunder at any one time or more times be deemed a  waiver  or
relinquishment of such right or power at any other time or times.

13.  The invalidity or unenforceability of any provision of this agreement shall
in no way affect the validity or enforceability of any other provisions.

14.   Any notice or process shall be in writing and shall be deemed to have been
duly  given  to  you if the same is 1.) delivered personally;  2.)  received  by
overnight delivery service; 3.) received by registered or certified mail, return
receipt requested;  or, 4.)  received by facsimile, with a copy to Jaffe, Raitt,
Heuer  & Weiss, Professional Corporation, One Woodward Avenue, Detroit, Michigan
48226,  Attention  Joel J. Morris, to the location set forth above  or  to  such
other  location as you may designate by a notice given in like manner.   In  the
case  of notice or service of process to Emerson, it shall be duly given if same
is  1.)  delivered personally; 2.) received by overnight delivery  service;  3.)
received  by  registered  or certified mail, return receipt  requested;  or  4.)
received  by  facsimile,  to  the  President, Emerson  Radio  Consumer  Products
Corporation,  with a copy to the Company's Law Department, at Nine  Entin  Road,
Parsippany, New Jersey  07054 or to such other location as it may designate by a
notice  given in like manner.  Notices by counsel on behalf of a party shall  be
effective as if given by the party.

15.   This  agreement  shall be binding upon and inure to  the  benefit  of  the
parties, their heirs, legal representatives, successors and assigns.

16.  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.

17.   The  Company  may periodically request various reports  from  you  on  the
Services  during  the term of this Agreement.  You agree to submit  the  reports
within the specified time provided by Emerson, which timing shall be reasonable.
You  also  agree to keep and maintain all records of your Services for not  less
than  six  (6)  years following expiration or earlier termination,  as  provided
herein,  of this agreement and to permit any duly authorized employee, agent  or
representative  of the Company to inspect and copy any and all  such  books  and
records upon telephone notice.

18.   This  agreement  is non-assignable unless agreed  to  in  writing  by  the
parties.

19.   You shall use your own name in all dealings and may not use any trademarks
or  tradenames  or  rights  to use same belonging  to  the  Company  and/or  its
subsidiaries or affiliates ("Brand Names and Marks") without the Company's prior
written consent in each instance.  To the extent the Company gives such consent,
you  may  use  such  trademarks only in connection with the performance  of  its
Services.   The  Company may withdraw such consent at anytime.   Thereafter,  no
advertising or other use of the Brand Names and Marks may be made by you without
the  Company's prior written approval in each instance.  All use  of  the  Brand
Names and Marks and all goodwill associated therewith shall inure to the benefit
of  the Company.  You shall have no interest in or rights to the Brand Names  or
Marks  or  any of them nor shall you have or accrue any interest in  or  to  the
goodwill associated therewith.  Upon expiration or earlier termination  of  this
agreement,  you  shall  discontinue all use of  the  Brand  Names  or  Marks  in
advertising  or  otherwise,  and shall remove all signs  and  displays  relating
thereto  and  shall return to the Company at the Company's expense,  all  signs,
displays  and other writings and materials relating thereto.  You  are  not  and
this  agreement does not constitute you as being a holder of a license or permit
to use the Brand Names or Marks nor shall this Agreement be deemed to make you a
franchisee.

20.        All  ideas, written materials, and other developments or improvements
conceived by you, alone or with others, during the term of this agreement,  that
are  within the scope of the Services of this agreement and are for the Company,
are  the  exclusive property of the Company, subject to the terms of the License
Agreement.   You agree to use reasonable efforts to assist the Company,  at  its
expense,  to  obtain  copyrights  or  any other  applicable  proprietary  rights
("rights") on any such ideas, written materials, and other developments, and you
agree  to execute such documents and to take such actions at no cost to  you  as
the  Company may reasonably request in order to obtain such rights in its  name.
Nothing  in  this Paragraph 20 or elsewhere in this Agreement shall  affect  the
rights of REP Investment Limited Liability Company under the License Agreement.

21.   This  agreement and the rights and obligations hereunder do not and  shall
not  confer any rights to any third parties and no third parties shall have  any
rights under this Agreement.

22.   During the course of your engagement, you will have access to confidential
information  relating  to the business, methods and practices  of  the  Company,
including  its  rights  to  and  efforts to sell,  products  with  the  Licensed
Technology,  its  plans  for  new  products,  its  pricing  policies,  and   its
relationships   with   vendors,  accounts,  customers,  employees,   etc.    You
acknowledge  that  all  the foregoing is confidential  and  that  disclosure  or
threatened  disclosure  of any of such confidential and proprietary  information
would  have  a  material adverse effect upon the business and prospects  of  the
Company.  Accordingly, you agree to keep confidential and not to disclose all or
any  part  of  the  foregoing information.  Should you violate  or  threaten  to
violate  the  terms of this paragraph or those of paragraphs 5, 19 and  20,  you
acknowledge that the Company could be irreparably injured and that it  will  not
have  an adequate remedy at law.  Accordingly, you agree that in any such event,
the  Company  may seek and obtain a temporary restraining order,  injunction  or
other  appropriate  equitable relief without proof  of  actual  damages  or  the
posting of a bond or other security.

     If the above terms conform with your understanding, kindly sign this letter
in the appropriate space below.

                                   Very truly yours,
                                   Emerson Radio Consumer Products Corporation
                                   by: /s/ Marino Andriani
                                       President

Acknowledged, agreed and accepted
this 16th day of October, 1997     Emerson Radio Corp.
                                   by: /s/ Elizabeth J. Calianese
/s/ Jerome E. Ruzicka                  Vice President
Jerome E. Ruzicka