AMENDMENT NO. 3 TO FINANCING AGREEMENTS
                                        
                                        
                                        
                                        
                                   August 20, 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 (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.   ADJUSTED NET WORTH COVENANT.  Section 9.14 of the Loan Agreement shall
be deleted in its entirety and replaced with the following, effective as of June
30, 1996:

                "9.14  ADJUSTED  NET WORTH.  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, "Base Amount" shall mean the amount of $30,000,000."
          
      2.    FEE.   In  consideration of Lender's entering into  this  Amendment,
Borrower shall pay Lender a facility amendment fee in an amount equal to $25,000
payable  simultaneously with the execution hereof, which fee is fully earned  as
of  the  date hereof.  Such fee may, at Lender's option, be charged directly  to
any  of  Borrower's  revolving  loan accounts maintained  by  Lender  under  the
Financing Agreements.

      3.    CONDITIONS PRECEDENT.  The effectiveness of this Amendment shall  be
subject to the satisfaction of the following conditions:

           (a)   the  receipt by Lender of an original of this  Amendment,  duly
authorized,  executed  and delivered by Borrower, consented  and  agreed  to  by
Obligors; and

           (b)   after  giving effect to the amendments set forth in  Section  1
hereof,  no Event of Default shall exist or have occurred and be continuing  and
no  condition shall exist or event shall have occurred and be continuing  which,
with notice or passage of time, or both, would constitute an Event of Default.

     4.   EFFECT OF THIS AMENDMENT.

           (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.

           (c)   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/ John P. Walker

Title:  EVP & CFO


MAJEXCO IMPORTS, INC.

By:  /s/ John P. Walker

Title:  EVP & CFO


CONSENTED TO AND AGREED:

H.H. SCOTT, INC.
EMERSON COMPUTER CORP.
EMERSON TECHNOLOGIES AND
   DEVELOPMENT CORP.

By:  /s/ John P. Walker

Title: EVP & CFO

          
EMERSON TECHNOLOGIES, L.P.

By:  EMERSON TECHNOLOGIES AND
        DEVELOPMENT CORP., its
        general partner

By: /s/ John P. Walker

Title:   EVP & CFO
          
          
EMERSON RADIO CANADA LTD.

By:  /s/ John P. Walker

Title:  EVP & CFO
          
          
          
EMERSON RADIO & TECHNOLOGIES N.V.

By:  /s/ John P. Walker

Title:  EVP & CFO