AMENDMENT NO. 4 TO FINANCING AGREEMENTS
                                        
                                        
                                      
                                        
                                   November 14, 1996


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

Gentlemen:

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

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

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

      1.   MAXIMUM CREDIT.  The reference to "60,000,000" in Section 1.34 of the
Loan Agreement shall be deleted and replaced with "30,000,000".

     2.   ADJUSTED NET WORTH COVENANT.  Section 9.14 of the Loan Agreement shall
be deleted in its entirety and replaced with the following:

          "9.14 ADJUSTED NET WORTH.

                (a)  Except as provided in Section 9. 14(b) below, as of the end
          of  each  fiscal  quarter of Emerson, Emerson  shall  maintain,  on  a
          consolidated  basis with its subsidiaries, Adjusted Net Worth  of  not
          less  than  the  sum  of (i) the Base Amount, plus (ii)  all  proceeds
          received  by Emerson or its subsidiaries after June 30, 1996 from  the
          sale  of any equity securities (including any equity securities issued
          pursuant  to  the  Rights Offering or the exercise of Warrants  issued
          pursuant  to  the Plan), plus (iii) subject to the provisions  hereof,
          all  proceeds received by Emerson or its subsidiaries after  June  30,
          1996  from  the sale by Emerson or its subsidiaries of debt securities
          subordinated  to the extent required under Section 1.2(b),  plus  (iv)
          all extraordinary gains or non-operating gains realized by Emerson  or
          its  subsidiaries  after  June 30, 1996.  As used  herein,  the  "Base
          Amount" shall mean the amount of $30,000,000.

               (b)  Notwithstanding Section 9.14(a), the following amounts shall
          be  added  to  Adjusted Net Worth otherwise calculated as provided  in
          Section  1.2  of the Loan Agreement for purposes of the  covenant  set
          forth in Section 9.14(a) with respect to fiscal quarters ending on  or
          after September 30, 1996:  (i) non-recurring charges totaling not more
          than  $917,000 relating to reorganization of Emerson Radio Canada Ltd.
          and  (ii)  non-recurring  charges totaling not  more  than  $2,118,000
          relating  to  Emerson's unsuccessful efforts to acquire  International
          Jensen Incorporated."

     3.   CERTAIN SUBLIMITS.

           (a)   INVENTORY.   The  last  sentence  of  Section  2.1(c)  and  the
accompanying table in Section 2.1(c) of the Loan Agreement shall be deleted  and
replaced with the following:

                 "As  used  herein,  `Maximum  Inventory  Exposure'  shall  mean
                 $20,000,000."

           (b)  LETTER OF CREDIT ACCOMMODATIONS.  The reference to "$30,000,000"
in  Section  2.2(d)  of the Loan Agreement shall be deleted  and  replaced  with
"$15,000,000".

      4.    UNUSED LINE FEE.  Section 3.4 of the Loan Agreement shall be deleted
in its entirety and replaced with the following, effective December 1, 1996:

                "3.4  UNUSED LINE FEE.  Borrower shall pay to Lender monthly  an
          unused line fee calculated at the applicable rate per annum set  forth
          in the table below upon the amount (the "Unused Line Amount") by which
          $30,000,000  exceeds  the  average  daily  principal  balance  of  the
          outstanding  Loans  and  Letter of Credit  Accommodations  during  the
          immediately preceding month (or part thereof) while this Agreement  is
          in  effect  and  for so long thereafter as any of the Obligations  are
          outstanding, which fee shall be payable on the first day of each month
          in arrears.

<TABLE>
                  UNUSED LINE AMOUNT                   RATE PER ANNUM

          <C>              <C>                              <C>
          $   -0-      -   $ 8,000,000                      1.00%
          $ 8,000,001  -   $15,000,000                      0.90%
          $15,000,001  -   $20,000,000                      0.70%
          $20,000,001  -   $25,000,000                      0.60%
          $25,000,001  -   $30,000,000                      0.50%

</TABLE>

      5.    CERTAIN  AVAILABILITY RESERVES.  Section 2.3 of the  Loan  Agreement
shall be deleted in its entirety and replaced with the following:

          "2.3 AVAILABILITY RESERVES.

          (a)  All Loans otherwise available to Borrower pursuant to the lending
formulas and subject to the Maximum Credit and other applicable limits hereunder
shall   be  subject  to  Lender's  continuing  right  to  establish  and  revise
Availability Reserves.

           (b)  Without limiting Lender's other rights to establish Availability
Reserves  hereunder, Lender shall be entitled to establish and  maintain  (i)  a
permanent Availability Reserve at all times in the amount of $500,000; and  (ii)
a  special seasonal Availability Reserve in the amount not less than $2,000,000,
as  determined  by  Lender  in good faith, to be maintained  during  the  period
commencing November 1 of each year and ending on March 31 of the following year.
The seasonal Availability Reserve referred to in clause (ii) shall be the period
implemented in equal installments on each Friday occuring during the period
commencing November 1 of each year and ending on December 31 of such  year  (the
number of installments and the amounts thereof being determined by Lender  based
on the number of Fridays in such period of November 1 through December 31)".

     6.   EARLY TERMINATION FEE.

           (a)   Section  12.1(c)  of the Loan Agreement  shall  be  amended  by
changing  to  "2%", the reference to "1%" contained in clause  (iii)  (appearing
under the column heading entitled "AMOUNT").

           (b)   Notwithstanding anything to the contrary contained  in  Section
12.1(c)  of the Loan Agreement, as amended, if Borrower elects to terminate  the
Loan  Agreement at any time during the period April 1, 1997 to but not including
March  31,  1998 and prepays all Obligations prior to an Event of  Default,  and
Borrower  obtains, after the date hereof, from a non-Affiliate, from  an  equity
offering  or  unsecured  debt placement, other than pursuant  to  the  Debenture
Documents, net proceeds from such equity offering or debt placement in an amount
not  less  than $15,000,000, then the early termination fee shall be reduced  to
one (1%) percent of the Maximum Credit.

      7.    FEE.   In  consideration of Lender's entering into  this  Amendment,
Borrower shall pay Lender a facility amendment fee in an amount equal to $10,000
payable  simultaneously with the execution hereof, which fee is fully earned  as
of  the  date hereof.  Such fee may, at Lenders' option, be charged directly  to
any  of  Borrower's  Revolving  Loan accounts maintained  by  Lender  under  the
Financing Agreements.

      8.   DISSOLUTION OF CERTAIN OBLIGORS.

            Borrower  represents  and  warrants  to  Lender  that  (i)   Emerson
Technologies, L.P. and its general partner, Emerson Technologies and Development
Corp., no longer transact business and have been dissolved and (ii) Borrower has
delivered  to  Lender true copies of the Certificate of Dissolution  of  Emerson
Technologies and Development Corp. dated August 2, 1996 and filed August 2, 1996
by  the  Secretary  of  State  of New Jersey and of  a  certified  copy  of  the
Certificate of Cancellation of Emerson Technologies L.P., dated February 7, 1996
and filed February 9, 1996 by the Secretary of State of Delaware.  To the extent
Lender's  consent with respect to such dissolutions is required,  Lender  hereby
consents  thereto.  As a result of such dissolutions, Emerson Technologies  L.P.
and  Emerson  Technologies and Development Corp. are no longer in  existence  as
Obligors for purposes of the Financing Agreements.

     9.   MISCELLANEOUS.

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

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

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

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

                              Very truly yours,

                              CONGRESS FINANCIAL CORPORATION

                              By: /s/ Kenneth G. Donahue

                              Title:  Assistant Vice President

AGREED AND ACCEPTED:

EMERSON RADIO CORP.

By:       /s/ Eugene I. Davis

Title:   President


MAJEXCO IMPORTS, INC.

By:  /s/ Eugene I. Davis

Title:  President


CONSENTED TO AND AGREED:

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

By:       /s/ Eugene I. Davis

Title:   President

          
EMERSON RADIO CANADA LTD.

By:  /s/ Eugene I. Davis

Title:  President
          
          
EMERSON RADIO & TECHNOLOGIES N.V.

By:  /s/ Eugene I. Davis

Title:  Director