SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarterly period ended  September 30, 2001

                            or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from_________________ to ______________

Commission file number                     0-25226


                               EMERSON RADIO CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                                    22-3285224
--------------------------------------------------------------------------------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)

   9 Entin Road      Parsippany, New Jersey              07054
--------------------------------------------------------------------------------
(Address of principal executive offices)                (Zip code)


                                 (973)884-5800
--------------------------------------------------------------------------------
           (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed since last
 report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No


     Indicate the number of shares outstanding of common stock as of November 9,
2001: 31,274,578.

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.


<TABLE>
<CAPTION>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                 (In thousands, except earnings per share data)

                                                         Three Months Ended                      Six Months Ended
                                            -----------------------------------------    -----------------------------------
                                               September 30,       September 30,            September 30,      September 30,
                                                 2001                  2000                     2001                2000
                                            -------------------   -------------------    ----------------    ---------------

<S>                                            <C>                  <C>                   <C>                    <C>
Net revenues                                   $ 111,503            $ 128,101             $ 188,582              $ 241,419

Costs and expenses:

   Cost of sales                                  91,080              106,475               152,835                199,975
   Other operating costs and expenses              1,222                  892                 2,567                  2,622
   Selling, general &
          administrative expenses                 13,633               15,126                24,956                 29,343
                                            ------------------    ------------------    -------------------    -------------------
                                                 105,935              122,493               180,358                231,940
                                            ------------------    ------------------    -------------------    -------------------

Operating income                                   5,568                5,608                 8,224                  9,479

Interest expense, net                               (989)              (1,112)               (1,863)                (2,077)
Minority interest in net loss
   of consolidated subsidiary                        155                  710                   319                    927
                                            ---------------------    ------------------    -------------------    ----------------

Income before income taxes                         4,734                 5,206                6,680                  8,329

Provision (benefit) for
    income taxes                                      (5)                   88                 (252)                   166

                                            ---------------------    ------------------    -------------------    ----------------
Net income                                      $  4,739              $  5,118              $  6,932              $  8,163
                                            =====================    ==================    ===================    ================

Net income per common share
   Basic                                        $    .15                 $    .15           $    .22              $    .21
                                            =====================    ==================    ===================    ================
   Diluted                                      $    .13                 $    .13           $    .20              $    .19
                                            =====================    ==================    ===================    ================

Weighted average number of
   common shares outstanding
   Basic                                          31,343                   33,867             31,343                38,833
                                            =====================    ==================    ===================    ================
   Diluted                                        40,099                   42,277             40,029                46,950
                                            =====================    ==================    ===================    ================

The accompanying notes are an integral part of the interim consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                                        September 30,          March 31,
                                                           2001                 2001
                                                       -----------------      -------------
                                                        (Unaudited)

                                 ASSETS
<S>                                                     <C>                    <C>
    Current Assets:

      Cash and cash equivalents                         $  2,645               $  7,987
      Accounts receivable (less allowances of
         $4,693 and $4,498, respectively)                 52,040                 26,552
      Other receivables                                    2,083                    781
      Inventories                                         45,675                 44,477
      Prepaid expenses and other current assets            4,885                  3,611
      Deferred tax assets                                  1,679                  1,419
                                                      --------------       -----------------
         Total current assets                            109,007                 84,827

    Property and equipment - (net of
        accumulated depreciation and amortization
        of $4,807 and $3,594, respectively)               11,683                 12,718
    Deferred catalog expenses                              1,511                  2,437
    Goodwill and other intangible assets                  12,476                 13,388
    Deferred tax assets                                    4,081                  4,081
    Other assets                                           1,384                  1,555
                                                      ---------------       -----------------
         Total Assets                                   $140,142               $119,006
                                                      ===============       =================

                   LIABILITIES AND SHAREHOLDER'S EQUITY

Current Liabilities:
      Convertible debentures                             $ 20,750           $      --
      Short-term borrowings                                12,108                5,094
      Current maturities of long-term borrowings              120                  139
      Accounts payable and other current
        Liabilities                                        46,905               34,703
      Accrued sales returns                                 4,311                4,913
      Income taxes payable                                    226                  481
                                                      ----------------      -----------------
         Total current liabilities                         84,420               45,330

    Long-term borrowings                                   15,057               38,257
    Minority interest                                      19,199               20,288
    Shareholders' Equity:
      Preferred shares - 10,000,000
        shares authorized, 3,677
        shares issued and outstanding                       3,310                3,310
      Common shares - $.01 par value, 75,000,000
        shares authorized; 51,475,511 shares
        issued; 31,308,078 and 31,343,978 shares
        outstanding, respectively                             515                  515
      Capital in excess of par value                      113,459              113,459
      Accumulated other comprehensive losses                 (114)                (118)
      Accumulated deficit                                 (81,911)             (88,843)
      Treasury stock, at cost 20,167,433 and
        20,131,533 shares, respectively                   (13,793)             (13,192)
                                                       --------------       -----------------
         Total shareholders' equity                        21,466               15,131
                                                       --------------       -----------------
         Total Liabilities and Shareholders' Equity      $140,142             $119,006
                                                       ==============       =================

</TABLE>

     The accompanying notes are an integral part of the interim consolidated
                              financial statements.

<PAGE>
<TABLE>
<CAPTION>

                 EMERSON RADIO CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                            (In thousands)
                                                                                 Six Months Ended
                                                               -------------------------------------------------
                                                                   September 30,                September 30,
                                                                        2001                        2000
                                                               --------------------       --------------------

 Cash Flows from Operating Activities:

<S>                                                                   <C>                         <C>
   Net cash provided (used) by operating
        Activities                                                    $(8,751)                    $11,125
                                                                -----------------------     -------------------
 Cash Flows from Investing Activities:
     Investment in affiliate, net of cash acquired of $112               (348)                       (985)
        Other                                                            (187)                       (247)
                                                                -----------------------     -------------------
        Net cash used by investing activities                            (535)                     (1,232)

 Cash Flows from Financing Activities:
        Purchase of common stock and options                             (601)                    (10,164)
        Net repayments of borrowings                                    4,545                        (747)
        Other                                                             --                          (55)
                                                               -----------------------     ---------------------
        Net cash provided (used) by financing
        Activities                                                      3,944                     (10,966)
 Net decrease in cash and cash
        Equivalents                                                    (5,342)                     (1,073)
 Cash and cash equivalents at beginning
        of year                                                         7,987                       8,539
                                                               -----------------------     ---------------------
 Cash and cash equivalents at end of period                            $2,645                      $7,466
                                                               =======================     =====================

                        The accompanying notes are an integral part of the interim
                                 consolidated financial statements.

</TABLE>


<PAGE>



                      EMERSON RADIO CORP. AND SUBSIDIARIES
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     NOTE 1 - BACKGROUND AND BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of Emerson Radio
Corp.   ("Emerson",   consolidated  -  the  "Company")  and  its  majority-owned
subsidiaries, including Sport Supply Group, Inc. ("SSG").

     The Company  operates in two business  segments:  consumer  electronics and
sporting goods. The consumer electronics segment designs,  sources,  imports and
markets a variety of consumer  electronic  products and licenses the "[EMERSON]"
trademark for a variety of products  domestically and internationally to certain
licensees. The sporting goods segment, which is operated through Emerson's 52.0%
ownership of SSG,  manufactures and markets sports related equipment and leisure
products to institutional customers in the United States.

     The unaudited interim consolidated  financial statements reflect all normal
and recurring  adjustments that are, in the opinion of management,  necessary to
present a fair statement of the Company's  consolidated financial position as of
September  30,  2001 and the results of  operations  for the three and six month
periods ended  September 30, 2001 and 2000. The unaudited  interim  consolidated
financial statements have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission and accordingly do not include all of the
disclosures  normally  made  in  the  Company's  annual  consolidated  financial
statements.  It is suggested that these unaudited interim consolidated financial
statements be read in conjunction with the consolidated financial statements and
notes thereto for the fiscal year ended March 31, 2001 ("Fiscal 2001"), included
in the Company's annual report on Form 10-K.

     The consolidated  financial  statements include the accounts of the Company
and  all  of its  majority  owned  subsidiaries.  All  significant  intercompany
accounts and transactions have been eliminated in consolidation. The preparation
of the unaudited interim  consolidated  financial statements requires management
to make  estimates  and  assumptions  that  affect the  amounts  reported in the
financial  statements and  accompanying  notes;  actual results could materially
differ from those estimates.

     Due to the seasonal nature of the Company's  consumer  electronics  segment
and its sporting goods segment,  the results of operations for the three and six
month periods ended  September  30, 2001 are not  necessarily  indicative of the
results of operations  that may be expected for any other interim  period or for
the full year ending March 31, 2002 ("Fiscal 2002").

     Certain  reclassifications  were  made to  conform  prior  years  financial
statements to the current presentation.



<PAGE>


NOTE 2 - COMPREHENSIVE INCOME

     The  Company's  comprehensive  income  for the three and six month  periods
ended September 30, 2001 and 2000 are as follows (in thousands):
<TABLE>
<CAPTION>

                                                                        Three Months Ended                   Six Months Ended
                                                              -------------------------------------   ------------------------------
                                                                 September 30,     September 30,      September 30,    September 30,
                                                                     2001              2000              2001              2000
                                                              ------------------ -----------------    -------------- ---------------

<S>                                                              <C>                <C>                 <C>            <C>
Net Income                                                       $  4,739           $ 5,118             $  6,932       $  8,163
Currency translation adjustment                                         3                (3)                   3             (4)
Unrealized losses on securities,    net                                (3)               (8)                   1           ( 28)
                                                              ------------------   -------------       ------------- --------------

Comprehensive income                                             $  4,739           $ 5,107             $  6,936       $  8,131
                                                              ==================   =============        ============  =============
</TABLE>

     NOTE 3 - EARNINGS PER SHARE

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share (in thousands, except per share amounts):
<TABLE>
<CAPTION>

                                                                   For the Three                        For the Six
                                                                   Months Ended                         Months Ended
                                                          --------------------------------    --------------------------------------
                                                           September 30,    September 30,      September 30,        September 30,
                                                               2001             2000               2001                 2000
                                                          --------------   ---------------    ---------------    ----------------

<S>                                                       <C>                 <C>               <C>                   <C>
Numerator:
Net income                                                $   4,739           $   5,118         $   6,932             $   8,163
Less:  preferred stock dividends                                 --                  13               --                     26
                                                          -------------        ----------      ------------       --------------
Numerator for basic earnings per
    share - income available to
    common stockholders                                       4,739               5,105             6,932                 8,137
Add back to effect assumed conversions:
  Preferred stock dividends                                      --                  13                --                    26
  Interest on convertible debentures                            441                 441               882                   882
                                                          ---------------     -------------     -------------        ------------
  Numerator for diluted earnings
    per share                                             $   5,180           $   5,559         $   7,814              $  9,045
                                                          ===============      ===========      =============         ===========
Denominator:
Denominator for basic earnings
    per share - weighted average
    shares                                                   31,343              33,867            31,343                38,833
Effect of dilutive securities:
  Preferred shares                                            2,962               2,620             2,962                 2,620
  Convertible debentures                                      5,204               5,204             5,204                 5,204
  Options and warrants                                          590                 586               520                   293
                                                          ------------------   ------------      --------------       ------------
Denominator for diluted earnings
    per share - adjusted weighted
    average shares and assumed
    conversions                                              40,099              42,277            40,029                46,950
                                                          ================     ============      ==============       ============
Basic earnings per share                                  $     .15           $     .15          $    .22             $     .21
                                                          ================    =============      ==============       ============
Diluted earnings per share                                $     .13           $     .13          $    .20             $     .19
                                                          ================    =============      ==============       ============
</TABLE>
<PAGE>


NOTE 4- CAPITAL STRUCTURE

     The  outstanding  capital  stock  of the  Company  at  September  30,  2001
consisted  of  common  stock  and  Series A  convertible  preferred  stock.  The
preferred shares are convertible into common shares until March 31, 2002.

     During  the  quarters  ended  September  30,  2001 and 2000  there  were no
conversions of Series A Preferred Stock. If all existing  outstanding  preferred
shares  were  converted  at  September  30,  2001,   approximately  3.0  million
additional common shares would be issued. The Preferred Stock accrued dividends,
on a cumulative  basis at 1.4% through March 31, 2001. No further  dividends are
accruable on the  Preferred  Stock.  At September  30, 2001,  the Company was in
compliance  with  the  default  provisions  and owed  dividends  in  arrears  of
$990,000.

     At September 30, 2001,  Emerson had outstanding  approximately  1.7 million
options with exercise prices ranging from $1.00 to $1.50. At September 30, 2001,
SSG had outstanding  approximately  920,000 options with exercise prices ranging
from $1.38 to $9.44.

     At September 30, 2001, the Company also had outstanding approximately $20.8
million of Senior Subordinated Convertible Debentures due in 2002. See "Note 7 -
Long Term Borrowings".


NOTE 5 - INVENTORY

     Inventories  are stated at the lower of cost or market.  Cost is determined
using the first-in,  first-out method for the consumer  electronics  segment and
for  the  sporting  goods  segment,   weighted-average  cost  method  for  items
manufactured  and for items  purchased for resale.  As of September 30, 2001 and
March 31, 2001, inventories consisted of the following:

                                    September 30, 2001           March 31, 2001
                                --------------------------    ------------------
                                                     (in thousands)

 Raw materials                        $2,684                        $3,728
 Work-in-process                         558                           377
 Finished                             44,803                        42,643
                                 ------------------         -----------------
                                      48,045                        46,748
 Less inventory allowances            (2,370)                       (2,271)
                                 ------------------         -----------------
                                 $    45,675                     $  44,477
                                 ==================         =================

<PAGE>

     NOTE 6 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

     As of September 30, 2001 and March 31, 2001,  Emerson  owned  4,633,023 and
4,463,223 (52.0% and 50.1% of the issued and outstanding) shares of common stock
of SSG,  respectively.  SSG's  results of operations  and the minority  interest
related to those results have been included in the Company's  quarterly  results
of  operations as though it had been acquired at the beginning of the year ended
March 31, 2001.

     Effective March 1997, Emerson entered into a Management  Services Agreement
with  SSG,   under  which  each  company   provides   various   managerial   and
administrative services to the other company.

     NOTE 7 - LONG-TERM BORROWINGS

     As of September 30, 2001 and March 31, 2001 long-term  borrowings consisted
of the following:

<TABLE>
<CAPTION>


                                                      September 30,       March 31,
                                                          2001              2001
                                                 -------------------    -----------
                                                              (in thousands
<S>               <C>                               <C>                 <C>
 8 1/2% Senior Subordinated Convertible
   Debentures Due 2002                              $20,750              $20,750
 Notes payable under revolving line
   of credit                                         14,845               17,088
 Equipment notes and other                              332                  558
                                                -------------------    ------------
                                                     35,927               38,396

 Less current maturities                             20,870                  139
                                                -------------------    ------------
   Long term debt and notes payable                 $15,057              $38,257
                                                ===================    ============
</TABLE>

     The Senior Subordinated Convertible Debentures Due 2002 ("Debentures") were
issued by Emerson in August 1995. The Debentures  bear interest at the rate of 8
1/2% per annum, payable quarterly,  and mature on August 15, 2002.  Accordingly,
at September 30, 2001 the Debentures are classified as a current liability.  The
Debentures are convertible into shares of the Company's common stock at any time
prior to  redemption  or  maturity at a  conversion  price of $3.9875 per share,
subject to adjustment under certain circumstances. The Debentures are redeemable
in whole or in part at the Company's  option at a redemption price of 101% until
maturity.  The  Debentures  are  subordinated  to all existing and future senior
indebtedness  (as  defined  in the  Indenture  governing  the  Debentures).  The
Debentures  restrict,  among other things, the amount of senior indebtedness and
other indebtedness that the Company and, in certain instances,  its consolidated
subsidiaries,  may incur.  Each holder of Debentures  has the right to cause the
Company  to redeem the  Debentures  if certain  designated  events (as  defined)
should occur. The Debentures are subject to certain restrictions on transfer.

     Notes payable under a revolving  line of credit  (Revolver)  were issued by
SSG in March 2001,  replacing a prior  facility.  The  facility  provides  for a
three-year  $25 million  revolving  line of credit,  and provides for  revolving
loans and is subject to individual  maximums  which,  in the  aggregate,  cannot
exceed  the  lesser of $25  million  or a  "Borrowing  Base"  amount  based upon
specified percentages of eligible accounts receivables and inventories.  Amounts
outstanding  under the senior credit facility are secured by  substantially  all
the assets of SSG and its subsidiaries. At September 30, 2001, the interest rate
charged under this  facility was a  combination  of LIBOR plus 2.5% or the prime
rate of  interest  ranging  from minus .25% to prime plus 1.0%.  Pursuant to the
Loan and Security Agreement, the Company is restricted from, among other things,
paying  cash  dividends  and  entering  into  certain  transactions  without the
lender's prior consent.

<PAGE>

   NOTE 8 - SEGMENT INFORMATION

     The following table presents certain operating segment information for each
of the  three  and six  month  periods  ended  September  30,  2001 and 2000 (in
thousands):

<TABLE>
<CAPTION>

                                                Three Months Ended               Three Months Ended
                                                September 30, 2001               September 30, 2000
                                       -------------------------------------------------------------------------
                                            Consumer           Sporting          Consumer          Sporting
                                           Electronics          Goods          Electronics          Goods
                                       -------------------------------------------------------------------------

<S>                                      <C>                   <C>                <C>              <C>
     Net revenues from external
          Customers                      $83,258               $28,245            $96,133          $31,968
     Income (loss) before
          income taxes                    $5,176                 ($442)            $5,861            ($655)
     Segment assets                      $73,308               $66,834            $62,009          $73,687

                                               Six Months Ended                       Six Months Ended
                                              September 30, 2001                     September 30, 2000
                                     -------------------------------- ------------------------------------
                                       Consumer                Sporting          Consumer           Sporting
                                      Electronics               Goods          Electronics           Goods
                                     -------------------------------- -------------------------------------
     Net revenues from external
          Customers                     $132,382               $56,200           $178,694          $62,725
     Income (loss) before
          income taxes                   $ 7,568                 ($888)          $  9,184            ($855)

</TABLE>

     Note 9 - LEGAL PROCEEDINGS

     The Company is involved in legal proceedings and claims of various types in
the ordinary  course of its  business.  While any such  litigation  to which the
Company is a party  contains  an element of  uncertainty,  management  presently
believes  that the outcome of each such  proceeding or claim which is pending or
known to be  threatened,  or all of them  combined,  will  not  have a  material
adverse effect on the Company's consolidated financial position.


Item 2. Management's Discussion and Analysis of Results of
             Operations and Financial Condition

     Management's  Discussion  and Analysis of Results of Operation is presented
in three parts:  consolidated  operations,  the consumer electronics segment and
the sporting goods segment.

     In the following discussions, most percentages and dollar amounts have been
rounded to aid presentation. As a result, all figures are approximations.
<PAGE>

Consolidated Operations:

     The following table sets forth,  for the periods  indicated,  certain items
related to the  consolidated  statements  of  operations  as a percentage of net
revenues for the three and six month periods ended September 30, 2001 and 2000:

<TABLE>
                                                              Three Months Ended                Six Months Ended
                                                                 September 30,                   September 30,
                                                         -----------------------------------------------------------------
                                                          2001           2000               2001             2000
                                                         -----------------------------------------------------------------

<S>                                                      <C>           <C>                <C>             <C>
Net revenues (in thousands)                              $111,503      $128,101           $188,582        $241,419


Cost of sales                                                81.7%       83.1%                81.1%           82.8%
Other operating costs & exp                                   1.1%        0.7%                 1.3%            1.1%
Selling, general & admin                                     12.2%       11.8%                13.2%           12.2%
                                                    -----------------------------------------------------------------
                                                             95.0%       95.6%                95.6%           96.1%
                                                    -----------------------------------------------------------------
     Operating income                                         5.0%        4.4%                 4.4%            3.9%

Interest expense, net                                        (0.9%)      (0.9%)               (1.0%)          (0.9%)
Minority interest in net loss of
consolidated subsidiary                                       0.1%       0.6%                  0.2%            0.4%
                                                    -----------------------------------------------------------------
     Income before income taxes                              4.2%        4.1%                  3.6%            3.4%
Provision (benefit) for income taxes                         0.0%        0.1%                 (0.1%)           0.1%
                                                    -----------------------------------------------------------------
    Net income                                               4.2%        4.0%                  3.7%            3.3%
                                                    =================================================================
</TABLE>


Results of  Consolidated  Operations - Three and six months ended  September 30,
2001 compared with the three and six months ended September 30, 2000:

     Net Revenues -  Consolidated  net revenues for the three month period ended
September  30,  2001  decreased  $16.6  million  (13.0%) as compared to the same
period ended  September 30, 2000.  Consolidated  net revenues for the six months
ended September 30, 2001 decreased $52.8 million (21.9%) as compared to the same
period ended  September  30,  2000.  The  decreases  for the three and six month
periods  were  primarily  from the consumer  electronics  segment as a result of
customer ordering patterns returning to a more traditional pattern for the first
six months ended  September 30, 2001,  combined with a general  slow-down in the
economy. Full year revenues for the consumer electronics segment for fiscal 2002
are  expected  to be less than full year  revenues  for  fiscal  2001 due to the
changing economic conditions of the U.S. economy.

     Cost  of  Sales  - Cost of  sales,  as a  percentage  of  consolidated  net
revenues,  decreased from 83.1% for the three months ended September 30, 2000 to
81.7% for the same period in fiscal 2002. For the six months ended September 30,
2001, cost of sales, as a percentage of consolidated net revenues also decreased
to 81.1%  from 82.8% for the same  period in fiscal  2001.  Absent  nonrecurring
charges of $510,000 recorded in the September 2001 quarter of the sporting goods
segment associated with facility exit expenses, consolidated cost of sales would

<PAGE>

have  decreased  to 81.2% and 80.8%  for the three and six month  periods  ended
September  30, 2001.  The decreases in cost of sales were  primarily  from lower
cost of sales as a percentage of net revenue in the consumer electronics segment
for both the first and second quarters of fiscal 2002,  combined with a decrease
in cost of goods sold as a percentage of sales in the sporting goods segment for
the three months ended September 30, 2001.

     Other Operating Costs and Expenses - Other operating costs and expenses are
associated  with  the  consumer   electronics   segment.   As  a  percentage  of
consolidated  net revenues,  other  operating  costs increased from 0.7% for the
three  months  ended  September  30,  2000 to 1.1% for the same period in fiscal
2002,  primarily as a result of higher  inventory  servicing  costs. For the six
months ended  September  30, 2001,  other  operating  costs and  expenses,  as a
percentage of consolidated net revenues also increased to 1.3% from 1.1% for the
same period in fiscal 2001, mainly due to a lower revenue base.

     Selling, General and Administrative Expenses ("S,G&A") - S,G&A decreased to
$13.6 million for the three months ended September 30, 2001 as compared to $15.1
million for the three months ended  September  30, 2000 due to both the consumer
electronics and sporting goods segments reducing their S,G&A costs.

     Interest Expense,  net - Interest expense decreased from $1,112,000 for the
three  months  ended  September  30, 2000 to $989,000 for the three months ended
September  30, 2001.  For the six months  ended  September  30,  2001,  interest
expense decreased to $1,863,000 from $2,077,000 for the same period in the prior
year.  The decreases for the three and six month periods were primarily from the
sporting goods segments.

     Provision  (benefit)  for Income Taxes - For the three and six months ended
September  2001,  tax  benefits  for income  taxes of $5,000 and  $252,000  were
recorded,  respectively.  The tax  benefits  were the result of tax  benefits of
$186,000 and $376,000 being recorded in the sporting goods segment for the three
and six months ended  September  30, 2001,  respectively,  offset by federal and
foreign tax provisions in the consumer electronics segment.

     Net Income - As a result of the foregoing factors, the Company's net income
increased to 4.2% of  consolidated  net revenues from 4.0% of  consolidated  net
revenues ($5.1  million) for the three months ended  September 30, 2001 compared
to the three months ended September 30, 2000. For the six months ended September
30, 2001 the Company's net income increased to 3.7% of consolidated net revenues
from 3.3% for the same period in the prior year.

Consumer Electronics Segment:

     The following table summarizes  certain financial  information  relating to
the consumer  electronics  segment for the three and six months ending September
30, 2001 and 2000(in thousands):

<PAGE>
<TABLE>
<CAPTION>

                                                  Three Months Ended                        Six Months Ended
                                                      September 30,                          September 30,
                                             2001                      2000            2001                 2000
                                           -----------------------------------      ------------------------------

<S>                                         <C>               <C>                    <C>                <C>
 Net revenues                               $83,258           $96,133                $132,382           $178,694
 Cost of sales                               70,724            83,422                 112,463            155,566
 Other operating costs & exp                  1,222               892                   2,567              2,622
 Selling, general & admin                     5,409             5,024                   8,440              9,713
                                           ----------------------------------      --------------------------------
                                             77,355            89,338                 123,470            167,901
                                           ----------------------------------      --------------------------------
          Operating income                    5,903             6,795                   8,912             10,793

     Interest expense, net                     (727)             (485)                 (1,344)            (1,003)
                                           ---------------------------------      --------------------------------
          Income before income
           Taxes                              5,176             6,310                   7,568              9,790
     Provision for income taxes                 181               743                     124              1,021
                                           ---------------------------------      --------------------------------
         Net income                          $4,995            $5,567                  $7,444             $8,769
                                           =================================      ================================

</TABLE>

Results  of  Consumer  Electronics  Operations  -  Three  and six  months  ended
September 30, 2001  compared  with the three and six months ended  September 30,
2000:

     Net Revenues - Net revenues for the three month period ended  September 30,
2001 decreased  $12.9 million  (13.4%) from the three months ended September 30,
2000. Net revenues for the six months ended  September 30, 2001 decreased  $46.3
million  (25.9%) from the same period ended September 30, 2000. The decreases in
net revenues for the three and six month periods resulted  primarily from higher
than normal  revenues in the six months ended  September 30, 2000,  and customer
ordering patterns returning to a more traditional  pattern during the six months
ended September 30, 2001, combined with a general slow-down in the economy.  The
decreases in net revenues for both the three and six months ended  September 30,
2001 were  comprised  of  decreases  in unit sales of audio and  microwave  oven
products.  Licensing  revenues  were  $2.7  million  for  the six  months  ended
September  30, 2001 as compared to $1.1 million for the same period in the prior
year.

     Cost of Sales - Cost of sales, as a percentage of consumer  electronics net
revenues,  decreased from 86.8% for the three months ended September 30, 2000 to
85.0% for the three months ended  September  30, 2001.  For the six months ended
September 30, 2001, cost of sales,  as a percentage of consumer  electronics net
revenues,  decreased to 85.0% from 87.1% from the same period in the prior year.
The  decreases  in cost of sales as a  percentage  of consumer  electronics  net
revenues were  primarily  attributable  to higher margins on product sales and a
greater impact of licensing  revenue which have no direct  associated costs on a
lower revenue base.

     The  consumer  electronics  segment  gross  profit  margins  continue to be
subject to competitive pressures arising from pricing strategies associated with
the price categories of the consumer electronics market in which it competes.

     Other  Operating  Costs and Expenses - Other  operating  costs and expenses
increased by $330,000 for the three months ended  September  30, 2001  primarily
associated with inventory  servicing  costs.  For the six months ended September
30, 2001, other operating costs and expenses was relatively unchanged.

<PAGE>

     Selling, General and Administrative Expenses ("S,G&A") - S,G&A increased by
$385,000 for the three months ended  September  30, 2001 as compared to the same
period in the prior year mainly due to the resolution of certain  litigation and
legal fees.  For the six months ended  September  30, 2001,  S,G& A decreased by
approximately  $1.3  million as  compared  to the same period in the prior year,
primarily due to recoveries of provisions related to substandard receivables and
a reduction in co-operative advertising costs.

     Interest  Expense,  net - Interest expense  increased from $485,000 for the
three  months  ended  September  30, 2000 to $727,000 for the three months ended
September 30, 2001.  For the first six months of fiscal 2002,  interest  expense
was $1,344,000 as compared to $1,003,000 for the same period in fiscal 2001. The
increases  were  attributable  primarily to increases  in  borrowings  partially
offset by lower interest costs as a result of a decrease in interest rates.

     Provision  for Income  Taxes -  Emerson's  provision  for income  taxes was
$181,000 and $124,000 for the three and six month  periods  ended  September 30,
2001.  The  provision  consisted  primarily  of a  foreign  and  a  Federal  tax
provisions.

     Net Income - As a result of the foregoing factors, the consumer electronics
segment  earned net income of 6.0% ($5.0  million)  for the three  months  ended
September 30, 2001 as compared to 5.8% ($5.6 million) for the three months ended
September  30, 2000.  For the six months ended  September  30, 2001 the consumer
electronics  segment  earned  5.6%  ($7.4  million)  as  compared  to 4.9% ($8.8
million) for the same period in the prior year.

Sporting Goods Segment:

     Management  monitors  the  sporting  goods  segment  based  on the  results
reported by SSG using their  historical  basis.  The  difference  between  SSG's
reported net loss of $655,000 for the six months  ended  September  30, 2001 and
the net loss of  $512,000  included  in the  Company's  consolidated  net income
resulted from a minority interest in the net loss of SSG of $319,000, reduced by
additional purchase price related depreciation and amortization of $176,000.

     The following table summarizes  certain financial  information  relating to
the sporting goods segment as reported by SSG for the three and six months ended
September 30, 2001 and 2000 (in thousands):

<PAGE>

<TABLE>
<CAPTION>

                                                  Three Months Ended            Six Months Ended
                                                     September 30,                September 30,
                                             2001               2000          2001               2000
                                        ------------------------------    ----------------------------

<S>                                        <C>                <C>           <C>                <C>
     Net revenues                          $28,244            $31,968       $56,200            $62,724

     Cost of sales                          20,356             23,052        40,372             44,408
     Selling, general & admin.               8,134             10,052        16,340             19,533
                                        ------------------------------    -----------------------------
                                            28,490             33,104        56,712             63,941
                                        ------------------------------    -----------------------------
          Operating loss                     (246)            (1,136)         (512)            (1,217)

     Interest expense, net                   (262)              (627)         (519)            (1,075)
                                        ------------------------------    -----------------------------
          Loss before income taxes           (508)            (1,763)       (1,031)            (2,292)
     Benefit for income taxes                (186)              (655)         (376)              (855)
                                        ------------------------------    -----------------------------
         Net loss                           ($322)           ($1,108)        ($655)           ($1,437)
                                        ==============================    =============================
</TABLE>

     Results of Sporting Goods Operations - Three and six months ended September
30, 2001 compared with the three and six months ended September 30, 2000:

     Net Revenues - Net revenues  decreased  approximately  $3.7 million (11.7%)
and approximately $6.5 million (10.4%) for the three and six month periods ended
September  30,  2001 as  compared  to the  three  and six  month  periods  ended
September 30,2000. The decrease in sporting goods net revenues was primarily the
result of a general  slow-down in the economy and  competitive  pressures in the
marketplace.

     Cost of Sales - Cost of  sales,  as a  percentage  of  sporting  goods  net
revenues, remained unchanged at 72.1% for the three month period ended September
30, 2000 as compared to the three months ended  September 30, 2001.  For the six
month  period  ended  September  30, 2001,  cost of sales,  as a  percentage  of
sporting goods net revenues increased to 71.8% as compared to 70.8% for the same
period in the prior year.  Absent  nonrecurring  charges of $510,000 recorded in
the September 2001 quarter associated with facility exit expenses, cost of sales
would  have  decreased  to 70.3% and  70.9% for the three and six month  periods
ended September 30, 2001.

     Selling,  General and  Administrative  Expenses  ("S,G&A") - S,G&A expenses
decreased  approximately  $1.9  million  and $3.2  million for the three and six
month  periods  ended  September 30, 2001 as compared to the three and six month
periods  ended  September  30,  2000.  As a  percentage  of  sporting  goods net
revenues,  S,G& A decreased to 28.8% from 31.4% for the three month period ended
September  30,  2001 and to 29.1%  from  31.1%  for the six month  period  ended
September  30,  2001 as  compared  to the same  period  in the prior  year.  The
decreases in S,G&A were primarily  attributable to a decrease in payroll related
expenses;  a reduction  of  promotional  expenses;  and certain  cost  reduction
programs implemented to reduce future operating expenses.

     Interest Expense, net - Interest expense decreased  approximately  $365,000
and $556,000 for the three and six month  periods  ended  September  30, 2001 as
compared  to the three and six month  periods  ended  September  30,  2000.  The
decreases were due to lower overall borrowing levels and lower interest rates.

     Benefit  for Income  Taxes - SSG  recorded a tax  benefit of  approximately
$186,000 and $376,000 for the three and six months ended September 30, 2001. The
tax benefits resulted from the utilization of net operating loss carryforwards.

     Net Loss - As a result of the foregoing factors, the sporting goods segment
had a net loss of $322,000  for the three  months  ended  September  30, 2001 as
compared to a loss of  approximately  $1.1  million for the three  months  ended
September  30, 2000.  For the six months ended  September  30, 2001 the sporting
goods segment had a loss of $655,000 as compared to a loss of approximately $1.4
million for the same period in the prior year.

<PAGE>
Liquidity and Capital Resources

     Net cash utilized by operating  activities was  approximately  $8.8 million
for the six months ended  September 30, 2001.  Cash was primarily  utilized as a
result of an  increase in trade  receivables,  and was  partially  offset by the
profitability of the Company and an increase in accounts payable.

     Net cash used by investing activities was $535,000 for the six months ended
September 30, 2001 primarily for further investments in SSG.

     Net cash provided from  financing  activities  was $3.9 million for the six
months ended  September 30, 2001.  Cash from financing  activities was primarily
provided from additional borrowings.

     Emerson and SSG maintain  asset-based  credit facilities of $15 million and
$25 million,  respectively.  These  facilities  provide for revolving  loans and
letters of credit,  subject to certain limits which,  in the  aggregate,  cannot
exceed  the  lesser  of $15  million  and  $25  million  for  Emerson  and  SSG,
respectively,  or a "Borrowing  Base" amount based on specified  percentages  of
eligible  accounts  receivable and inventories.  Emerson and SSG are required to
maintain certain net worth levels, which they were both in compliance with as of
September  30, 2001.  At  September  30, 2001,  there were  approximately  $12.1
million and $15.0 million of borrowings  outstanding  under these  facilities by
Emerson and SSG,  respectively.  No letters of credit were outstanding by either
Emerson or SSG as of September 30, 2001.

     The Company's  Hong Kong  subsidiary  currently  maintains  various  credit
facilities,  as  amended,  aggregating  $40.0  million  with a bank in Hong Kong
consisting  of the  following:  (i) a $5.0  million  credit  facility  which  is
generally  used for  letters of credit for  inventory  purchases  and (ii) a $35
million credit facility,  for the benefit of a foreign subsidiary,  which is for
the establishment of back-to-back  letters of credit. At September 30, 2001, the
Company's Hong Kong subsidiary  pledged $2.25 million in certificates of deposit
to this bank to assure the availability of the $5.0 million credit facility.  At
September 30, 2001,  there were  approximately  $4.0 million and $11.7  million,
respectively, of letters of credit outstanding under these credit facilities.

     The  Company  has  Senior  Subordinated   Convertible  Debentures  totaling
approximately  $20.8  million  which mature in August 2002.  The Company has had
ongoing negotiations with financial  institutions for the purpose of refinancing
these  debentures.  Management  believes  they will be able to  refinance  these
debentures on or before their maturity date.

     At present,  management  believes that future cash flow from operations and
its existing institutional  financing noted above will be sufficient to fund all
of the Company's cash requirements for the next twelve months.

     There were no  substantial  commitments  for  purchase  orders  outside the
normal purchase orders used to secure product as of September 30, 2001.
<PAGE>

Inflation, Foreign Currency, and Interest Rates

     Neither inflation nor currency fluctuations had a significant effect on the
Company's  results of operations  during the three or six months ended September
30, 2001. The Company's exposure to currency  fluctuations has been minimized by
the use of U.S. dollar denominated  purchase orders, and by sourcing  production
in more than one country.  The consumer  electronics segment purchases virtually
all of its products from manufacturers located in various Asian countries.

     The interest on borrowings under the Company's  credit  facilities is based
on the prime rate. While a significant  increase in interest rates could have an
adverse  effect on the  financial  condition  and results of  operations  of the
Company,  management believes that given the present economic climate,  interest
rates are not expected to increase significantly during the coming year.


Recent Pronouncements of the Financial Accounting Standards Board

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite  lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives.

     The Company will apply the new rules on  accounting  for goodwill and other
intangible assets beginning in the first quarter of fiscal 2003.  Application of
the  nonamortization  provisions  of the  Statement  is expected to result in an
approximate  increase in the net income of  $250,000  ($.01 per share) per year.
During  fiscal  2003,  the  Company  will  perform  the  first  of the  required
impairment tests of goodwill and indefinite lived intangible  assets as of April
1, 2002 and has not yet determined what the effect of these tests will be on the
earnings and financial position of the Company.


Forward-looking Information

     This report contains various  forward-looking  statements under the Private
Securities Litigation Reform Act of 1995 (the "Reform Act") and information that
is based on Management's  beliefs as well as assumptions made by and information
currently  available  to  management.  When  used  in  this  report,  the  words
"anticipate", "believe", "estimate", "expect", "predict", "project", and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions.  Should one or more
of these risks or uncertainties  materialize,  or should underlying  assumptions
prove  incorrect,  actual results may vary  materially  from those  anticipated,
expected or projected.  Among the key factors that could cause actual results to
differ  materially are as follows:  (i) the ability of the consumer  electronics
segment to continue selling  products to two of its largest  customers whose net
revenues  represented  41% and 14% of fiscal  2001  consolidated  net  revenues;
(ii)reduced sales to the United States Government by the sporting goods segment,
due to a reduction in  Government  spending;  (iii)  competitive  factors in the

<PAGE>

consumer electronics segment, such as competitive pricing strategies utilized by
retailers in the domestic  marketplace  that  negatively  impact  product  gross
margins;  (iv) the  ability  of the  consumer  electronics  and  sporting  goods
segments to maintain their  suppliers,  primarily all of whom are located in the
Far East for the consumer  electronics  segment;  (v)the ability of the sporting
goods segment to have an uninterrupted  shipping service from outside  carriers,
such as United  Parcel  Service;  (vi) the ability of the Company to comply with
the  restrictions  imposed upon it by its  outstanding  indebtedness;  and (vii)
general  economic  conditions and other risks.  Due to these  uncertainties  and
risks,   readers  are   cautioned   not  to  place   undue   reliance  on  these
forward-looking statements,  which speak only as of the date of this report. For
additional risk factors as they relate to the sporting goods segment,  see SSG's
Form 10-K for the fiscal  year ended  March 31,  2001 Item 7 - "Certain  Factors
that May Affect the Company's Business of Future Operating Results".


Item 3. Quantitative and Qualitative Disclosures About Market Risk

         Not material.


                            PART II OTHER INFORMATION

ITEM 1. Legal Proceedings.

     For information on litigation to which the Company is a party, reference is
made to Part 1  Item-3-Legal  Proceedings  in the  Company's  most recent annual
report on Form 10-K.

ITEM 2. Changes in Securities and Use of Proceeds.

     None.

ITEM 3. Default Upon Senior Securities.

          (a)  None

          (b)  None

ITEM 4. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Company's shareholders was held on August 24, 2001, at
which time the shareholders elected the following slate of nominees to remain on
the Board of Directors: Robert H. Brown, Jr., Peter G. Bunger, Jerome H. Farnum,
Stephen H. Goodman and  Geoffrey P.  Jurick.  Election of the Board of Directors
<PAGE>

was the only matter submitted for shareholder vote. There were 31,343,978 shares
of outstanding  capital stock of the Company entitled to vote at the record date
for this meeting and there were present at such meeting,  in person or by proxy,
stockholders  holding  29,705,340  shares of the  Company's  Common  Stock which
represented  94.8% of the total capital stock  outstanding and entitled to vote.
There were  29,705,340  shares voted on the matter of the election of directors.
The result of the votes cast regarding each nominee for office was:

         Nominee for Director          Votes For             Votes Withheld
         --------------------          ---------             --------------
         Robert H. Brown, Jr.          29,643,833                61,507
         Peter G. Bunger               29,643,833                61,507
         Jerome H. Farnum              29,643,833                61,507
         Stephen H. Goodman            29,643,833                61,507
         Geoffrey P. Jurick            29,642,833                62,507


ITEM 5.  Other Information.

          (a)  None

ITEM 6.  Exhibits and Reports on Form 8-K.

          (a)  Exhibits:

          10.1.10  Amendment  No. 10 to Financing  Agreements,  dated August 14,
                    2001.*

          10.26    Employment Agreement between Emerson Radio Corp.  and John J.
                   Raab, effective as of September 1, 2001.*

          10.26.1 Employment Agreement between Emerson Radio Corp. and Elizabeth
                  J. Calianese McPartland, effective as of September 1, 2001.*

          10.26.2 Letter re Employment  Agreement  between  Emerson Radio Corp.,
                  Emerson  Radio  International  Ltd.,  Emerson  Radio  (Hong
                  Kong) Limited  and  Geoffrey   P.   Jurick,  effective  as  of
                  September 1, 2001.*

          (b)  Reports  on Form  8-K -  During  the  three  month  period  ended
               September 30, 2001, no Form 8-K was filed.

     * filed herewith.


<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                 EMERSON RADIO CORP.
                                  (Registrant)



Date:   November 9, 2001                       /s/ Geoffrey P. Jurick
                                               ---------------------------------
                                               Geoffrey P. Jurick
                                               Chairman, Chief Executive Officer
                                               and President



Date:   November 9, 2001                       /s/ Kenneth A. Corby
                                               ---------------------------------
                                               Kenneth A. Corby
                                               Executive Vice President and
                                               Chief Financial Officer

<PAGE>
                                   Exhibit 10.1.10

                    AMENDMENT NO. 10 TO FINANCING AGREEMENTS


                                                          as of August 14, 2001



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",  and 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, by and between  Lender and Borrower,  as amended by Amendment No. 1 to
Financing  Agreements,  dated  August 24,  1995,  Amendment  No. 2 to  Financing
Agreements,  dated February 13, 1996,  Amendment No. 3 to Financing  Agreements,
dated August 20, 1996, Amendment No. 4 to Financing  Agreements,  dated November
14, 1996,  Amendment  No. 5 to Financing  Agreements,  dated  February 18, 1997,
Amendment No. 6 to Financing Agreements,  dated August 14, 1997, Amendment No. 7
to  Financing  Agreements,  dated  as of  March  31,  1998,  Amendment  No. 8 to
Financing  Agreements,  dated as of  November  13, 1998 and  Amendment  No. 9 to
Financing  Agreements,  dated  as of  June  16,  1999  (as  amended,  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 Loan Agreement.

          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 in this  Amendment  No. 10 to  Financing
Agreements (the "Amendment").

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


<PAGE>


          1. Adjusted Net Worth  Covenant.  Section 1.2 of the Loan Agreement is
hereby deleted in its entirety and replaced with the following:

               "1.2  "Adjusted  Net Worth"  shall mean as to any Person,  at any
     time, in accordance  with GAAP on a  consolidated  basis with such Person's
     subsidiaries (except as otherwise specifically set forth below), the amount
     equal to the sum of: (a) the difference  between:  (i)(A) the aggregate net
     book value of all assets of such Person and its  subsidiaries,  calculating
     the book value of inventory for this purpose on a first-in-first-out basis,
     after  deducting  from  such  book  values  all  appropriate   reserves  in
     accordance  with GAAP  (including  all reserves  for doubtful  receivables,
     obsolescence,  depreciation and amortization plus (B) all cash purchases of
     Borrower's  treasury  stock (to the extent such  purchases  are approved by
     Lender),  plus (C) the  amortization  of or  adjustment to  intangibles  as
     determined in accordance with GAAP);  and (ii) the aggregate  amount of the
     indebtedness  and other  liabilities  of such  Person and its  subsidiaries
     (including tax and other proper  accruals,  plus (b)  indebtedness  of such
     Person and its  subsidiaries  which is  subordinated in right of payment to
     the full and  final  payment  to the full and final  payment  of all of the
     Obligations on terms and conditions acceptable to Lender."

          2. Eligible  Accounts.  Section 1.17(m) of the Loan Agreement is herby
deleted in its entirety and replaced with the following:

               "(m) such Accounts of a single  account  debtor or its affiliates
     (other than K-Mart Corp.  ("K-Mart")) do not  constitute  more than fifteen
     (15%)  percent of all otherwise  Eligible  Accounts (but the portion of the
     Accounts not in excess of such percentage may be deemed Eligible  Accounts)
     and, with respect to K-Mart,  do not constitute more than forty-five  (45%)
     percent of all otherwise Eligible Accounts (but the portion of the Accounts
     not in excess of such percentage may be deemed Eligible Accounts);"

          3.  Maximum  Credit.  Section  1.34 of the Loan  Agreement  is  hereby
deleted in its entirety and replaced with the following:

               ""Maximum Credit" shall mean the amount of $15,000,000."

          4. Maximum Inventory  Exposure.  Section 1.35 of the Loan Agreement is
hereby deleted in its entirety and replaced with the following:

               ""Maximum   Inventory  Exposure"  shall   mean   the   amount of
        $12,000,000."

          5. Revolving  Loan Formulas.  Section 2.1 (a) of the Loan Agreement is
hereby deleted in its entirety and replaced with the following:

               "(a)  Subject  to,  and upon the terms and  conditions  contained
     herein,  Lender  agrees  to make  Loans to  Borrower  from  time to time in
     amounts requested by Borrower up to the amount equal to:

                    (i)  the sum of:

                         (A)  seventy-five  (75%)  percent  of the Net Amount of
                    Eligible Amounts of Emerson; plus

                         (B)  fifty-five (55%)  percent of the Value of Eligible
                    Inventory  consisting  of first  quality  finished  goods of
                    Emerson; less

                    (ii) any Availability Reserves."

          6. Adjusted Net Worth Covenant. Section 9.14 of the Loan Agreement, as
previously  amended,  is hereby  deleted in its entirety  and replaced  with the
following:

               "9.14 Adjusted Net Worth. Emerson shall, at all times,  maintain,
     on a consolidated  basis with its  subsidiaries,  Adjusted Net Worth of not
     less than $30,000,000."

         6. Costs and  Expenses.   Section  9.15 (g)  of  the  Loan Agreement is
hereby  deleted in its entirety and replaced with the following:

                    "(g) all  out-of-pocket  expenses and costs  heretofore  and
                    from time to time  hereafter  incurred by Lender  during the
                    course of periodic field  examinations of the Collateral and
                    Borrower's operations, plus a per diem charge at the rate of
                    $750 per person per day for Lender's  examiners in the field
                    and office;"

          7.  Financial  Reports.   Notwithstanding  anything  to  the  contrary
contained  in the  Loan  Agreement,  all  financial  statements  required  to be
delivered  under  the  Loan  Agreement  by  Borrower  shall  be  furnished  on a
consolidated and consolidating basis.

          8.  Conditions  Precedent.  The  effectiveness  of the other terms and
conditions contained herein shall be subject to:

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

              (b) no Event of Default shall exist or have occurred, and no event
or condition, which with the giving of notice or passage of time, or both, would
constitute an Event of Default, shall exist or have occurred.

          9. Fee.  In  consideration  of Lender  entering  into this  Amendment,
Borrower  shall pay Lender an  amendment  fee in the amount of $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 loan accounts maintained by Lender under the Financing Agreements.

          10. 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 Loan  Agreement and the other  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,  the Loan Agreement and the other 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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






               By the  signatures  hereto  of  each  of  their  duly  authorized
officers,  all of the parties  hereto  mutually  covenant and agree as set forth
herein.

                                              Very truly yours,

                                              CONGRESS FINANCIAL CORPORATION


                                              By: /s/Tom Grabowsky

                                              Title: Vice President



AGREED AND ACCEPTED:

EMERSON RADIO CORP.

By: /s/    Kenneth A. Corby

Title: Executive VP/CFO


MAJEXCO IMPORTS, INC.

By: /s/ Kenneth A. Corby

Title: Senior VP/Finance

                       [SIGNATURES CONTINUED ON NEXT PAGE]

<PAGE>

                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]


CONSENTED TO AND AGREED:

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

By: /s/ Kenneth A. Corby

Title: Senior VP/Finance

EMERSON RADIO CANADA LTD.

By: /s/ Kenneth A. Corby

Title: Senior VP/Finance

EMERSON RADIO & TECHNOLOGIES N.V.

By: Kenneth A. Corby

Title: Senior VP/Finance



<PAGE>

                                   EXHIBIT 26

     EMPLOYMENT  AGREEMENT,  dated  effective as of  September 1, 2001,  between
EMERSON RADIO CORP., a Delaware  corporation (the  "Company"),  and JOHN J. RAAB
("Executive")

     In light of the state of the present  state of the  Company's  business and
the need for the  Company to have the  Executive  continue  to  perform  his job
functions,  the  Executive  is willing to  continue to serve as  Executive  Vice
President - International of the Company,  and the Company desires to retain the
Executive in such capacity, on the terms and conditions herein set forth.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
the Company and the Executive hereby agree as follows:

     1. EMPLOYMENT.

     (a) The Company agrees to employ the Executive and the Executive  agrees to
be employed by and serve the Company upon the terms and  conditions  hereinafter
provided  for  a  period  commencing  effective  as of  September  1,  2001  and
continuing  until August 31, 2004 (the "Term").  As used in this Agreement,  the
term  "Company"  shall be deemed  to  include  any and all  present  and  future
subsidiaries and affiliates of the Company.  The Executive hereby represents and
warrants that he has the legal  capacity to execute and perform this  Agreement,
that it is a valid and binding agreement against him according to its terms, and
that its  execution  and  performance  by him does not  violate the terms of any
existing  agreement  or  understanding  to which the  Executive  is a party.  In
addition,  the Executive  represents and warrants that he knows of no reason why
he is not physically  capable of performing his obligations under this Agreement
in accordance with its terms.

     2. POSITION AND DUTIES.

     During the Term, the Executive  agrees to serve as Executive Vice President
-  International  of the  Company,  and will have such  powers and duties as are
commensurate with such position and as may be conferred upon or delegated to him
by the Board of  Directors  (the  "Board") of the  Company,  the Chairman or the
Chief  Executive  Officer.  The  Executive  shall  report  directly to the Chief
Executive  Officer  unless  otherwise  directed by the Board.  In addition,  the
Executive  agrees to serve  from time to time in such other  positions  with the
Company or its  subsidiaries or affiliates as may be specified by the Board, the
Chairman or the Chief Executive  Officer of the Company and thereafter  approved
by the board of directors of the applicable entity.  During the Term, and except
for illness or  incapacity,  the  Executive  shall  devote such  business  time,
attention,  skill and efforts as  necessary  for the business and affairs of the
Company and its subsidiaries and affiliates and the promotion of their interests
and shall not take part in activities  detrimental  to the best interests of the
Company.

     3. COMPENSATION

     For  all  services  rendered  by the  Executive  in any  capacity  required
hereunder  during  the  Term,  including,  without  limitation,  services  as an
executive,  officer, director, or member of any committee of the Company, or any
subsidiary, affiliate or division thereof, the Executive shall be compensated as
follows:

     (a) Base Salary.  The Company shall pay the Executive an initial  salary of
$250,000  per annum or such higher  annual  amount as is being paid from time to
time  pursuant to the terms  hereof  ("Base  Salary").  The Base Salary shall be
reviewed from time to time and subject to such  periodic  increases as the Board
of Directors shall deem  appropriate in accordance with the Company's  customary
procedures and practices regarding the salaries of senior officers.  Base Salary
shall be payable in  accordance  with the  customary  payroll  practices  of the
Company, but in no event less frequently than monthly.

     (b) Bonus. The Executive may also receive an annual performance bonus to be
recommended by the Compensation  and Personnel  Committee of the Board and to be
established and payable from time to time at the sole discretion of the Board.

     (c)  Additional  Benefits.  Except  as  modified  by  this  Agreement,  the
Executive  shall be  entitled to  participate  in all  compensation  or employee
benefit  plans  or  programs,  and to  receive  all  benefits,  perquisites  and
emoluments,  for which any salaried  employees of the Company are eligible under
any plan or program now or hereafter  established  and maintained by the Company
for senior officers,  to the fullest extent  permissible under the general terms
and  provisions of such plans or programs and in accordance  with the provisions
thereof,  including group hospitalization,  health,  dental-care,  life or other
insurance,  tax-qualified  pension,  savings,  thrift and profit-sharing  plans,
termination  pay  programs,  sick-leave  plans,  travel or  accident  insurance,
disability  insurance,  director  and officer  liability  insurance,  automobile
allowance or  automobile  lease plans,  and  executive  contingent  compensation
plans,  including,  without limitation,  capital accumulation programs and stock
purchase,   restricted  stock  and  stock  option  plans.   Notwithstanding  the
foregoing, nothing in this Agreement shall preclude the amendment or termination
of any such plan or program,  provided  that such  amendment or  termination  is
applicable  generally to the senior officers of the Company or any subsidiary or
affiliate.

     (d) Perquisites.  The Company also will furnish the Executive, without cost
to him, excluding any associated tax liability, with perquisites consistent with
those  afforded  other  senior  executives  holding  positions  with the Company
comparable to the position held by the Executive, including the following:

          (i)  reimbursement  of  all  out-of-pocket  expenses  incurred  in the
discharge of the Executive's  duties  pursuant to this Agreement;  and

          (ii) five weeks paid vacation per year.

     4. BUSINESS EXPENSES.

     The Company shall pay or reimburse the Executive for all reasonable  travel
or other expenses  incurred by the Executive in connection  with the performance
of his duties and obligations  under this Agreement,  subject to the Executive's
presentation  of appropriate  vouchers in accordance with such procedures as the
Company may from time to time establish for senior  officers and to preserve any
deductions  for  federal  income  taxation  purposes to which the Company may be
entitled.

     5. EFFECT OF TERMINATION OF EMPLOYMENT.

     (a) Certain Terminations. In the event the Executive's employment hereunder
terminates due to either Permanent Disability,  a Without Cause Termination or a
Constructive  Discharge,  the Company shall, as liquidated  damages or severance
pay, or both, continue, subject to the provisions of Section 6 below, to pay the
Executive's  Base  Salary as in effect at the time of such  termination  as such
payments would otherwise become due and payable until the expiration of the Term
(the  "Severance  Period") and the other  benefits and  qualified  stock options
provided  hereunder  shall  continue to vest pursuant to the terms hereof during
the Severance Period,  provided, that in the case of Permanent Disability,  such
payments shall be offset by any amounts  otherwise  paid to the Executive  under
the Company's  disability  program  generally  available to other employees.  In
addition,  earned  but  unpaid  Base  Salary  as of the date of  termination  of
employment shall be payable in full. Group hospitalization, health, dental care,
life or other insurance,  travel or accident insurance and disability  insurance
shall continue through the end of the Severance Period.

     (b)  Other  Terminations.  In the  event  that the  Executive's  employment
hereunder   terminates  due  to  a  Termination   for  Cause  or  the  Executive
unilaterally  severs the employment  relationship or terminates  employment with
the  Company  for  reason  other  than a  Constructive  Discharge  or  Permanent
Disability,  earned  but unpaid  Base  Salary as of the date of  termination  of
employment  shall be payable in full.  However,  no other payments of any nature
whatsoever, including unearned Base Salary, shall be made, or benefits provided,
by the Company under this Agreement except benefits vested and payable under any
retirement  plan and benefits that have already become vested under the terms of
employee  benefit  programs  maintained by the Company or its affiliates for its
employees.

     (c) Definitions.  For purposes of this Agreement,  the following terms have
the following meanings:

          (i) The term  "Termination  for Cause"  means,  to the maximum  extent
permitted by applicable law, (x) a termination of the Executive's  employment by
the Company  because the  Executive has breached or failed to perform his duties
under this  Agreement,  applicable law or the by-laws of the Company,  including
the  unreasonable  neglect or refusal to perform duties assigned by the Board or
Executive  Committee,  (y) abuse of office or malfeasance  by Executive,  or (z)
conviction of the Executive of a felony which the Board  reasonably  deems to be
an "abuse of office" or a crime of moral turpitude.

          (ii) The term  "Constructive  Discharge"  means a  termination  of the
Executive's  employment  by the Executive due to a failure of the Company or its
successors without the prior consent of the Executive to fulfill the obligations
under this Agreement in any material respect.

          (iii) The term "Without Cause  Termination"  means  termination of the
Executive's  employment  by the  Company,  upon 30 days  written  notice  to the
Executive,  other than due to (v)  Permanent  Disability,  (x)  retirement,  (y)
expiration of the Term, or (z) Termination for Cause.

          (iv)  The term  "Permanent  Disability"  means  the  inability  of the
Executive,  as  determined  by the  Board and  confirmed  by  competent  medical
evidence,  to work for a period of three  continuous  full calendar months or 90
non-consecutive  days during any twenty-four  consecutive calendar months due to
illness  or injury  of a  physical  or mental  nature.  To  determine  issues of
disability,  the  Executive  agrees to submit  himself for  appropriate  medical
examination  to  physicians   reasonably  acceptable  to  the  Company  and  the
Executive.

          6. OTHER DUTIES OF EXECUTIVE DURING AND AFTER TERM.

          (a) Confidentiality and Non-Disclosure Policy/Non-Solicitation Policy/
Inventions  Policy.  Executive  shall  execute  and  deliver to the  Company the
Confidentiality   and  Non-Disclosure   Policy,   Non-Solicitation   Policy  and
Inventions  Policy,  copies of which are attached as Exhibits A, B and C and the
terms of which are incorporated herein as if fully set forth.

          (b) Remedies.  The  Company's  obligation  to make  payments,  deliver
shares of stock or provide for any benefits under this Agreement  (except to the
extent  vested or  exercisable)  shall cease upon a violation  of the  preceding
provision  of this  section.  The  Executive's  agreement  as set  forth in this
Section 6 shall  survive the  Executive's  termination  of  employment  with the
Company.

          7. WITHHOLDING TAXES.

          The Company may directly or indirectly withhold from any payments made
under  this  Agreement  all  Federal,  state,  city or  other  taxes as shall be
required pursuant to any law or governmental regulation or ruling.

          8. CONSOLIDATION, MERGER, OR SALE OF ASSETS.

          Nothing  in  this   Agreement   shall  preclude  the  Company  or  its
subsidiaries  or  affiliates  from  consolidation  or merging  into or with,  or
transferring  all  or  substantially  all  their  or  its  assets,  to,  another
corporation which assumes this Agreement and all obligations and undertakings of
the Company hereunder.  Upon such a consolidation,  merger or transfer of assets
the term  "Company"  as used herein shall mean such other  corporation  and this
Agreement shall continue in full force and effect.

          9. NOTICES.

          All notices,  requests,  demands and other communications  required or
permitted  hereunder  shall be given in writing and shall be deemed to have been
duly given if delivered  or mailed,  postage  prepaid,  by same day or overnight
mail as follows:

         (a)               To the Company:
                           Emerson Radio Corp.
                           9 Entin Road
                           Parsippany, New Jersey  07054
                           Attn:  Chief Executive Officer

         (b)               To the Executive:
                           John J. Raab
                           905 Birch Drive
                           Brielle, New Jersey 08730

or such other address as either party shall have previously specified in writing
to the other.

          10. RIGHTS TO PAYMENTS.

          Executive shall not under any  circumstances  have any option or right
to require  payments  hereunder  otherwise than in accordance  with the terms of
this  Agreement.  Except as required by law, no right to receive  payments under
this Agreement shall be subject to anticipation,  commutation, alienation, sale,
assignment,   encumbrance,   charge,  pledge,  hypothecation  or  to  execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect;  provided,  however,  that  nothing  in this  Section 10 shall
preclude the  assumption  of such rights by executors,  administrators  or other
legal  representatives  of the  Executive or his estate and their  assigning any
rights hereunder to the person or persons entitled thereto.

          11. SOURCE OF PAYMENT.

          All payments  provided for under this Agreement  shall be paid in cash
from the general  funds of the  Company.  The  Company  shall not be required to
establish a special or separate  fund or other  segregation  of assets to assure
such  payments,  and, if the  Company  shall make any  investments  to aid it in
meeting its obligations  hereunder,  the Executive shall have no right, title or
interest  whatever  in or to any such  investments  except as may  otherwise  be
expressly   provided  in  a  separate  written   instrument   relating  to  such
investments.  Nothing contained in this Agreement,  and no action taken pursuant
to its  provisions,  shall create or be construed to create a trust of any kind,
or a fiduciary relationship,  between the Company and the Executive or any other
person.  To the extent that any person acquires a right to receive payments from
the Company hereunder,  such right,  without prejudice to rights which employees
may have,  shall be no greater  than the right of an  unsecured  creditor of the
Company.

          12. BINDING AGREEMENT.

          Expect as otherwise expressly provided herein, this Agreement shall be
binding upon, and shall inure to the benefit of, the Company, its successors and
assigns. This Agreement,  as it relates to the Executive, is a personal contract
and the  rights  and  interests  of the  Executive  hereunder  may not be  sold,
transferred,  assigned,  pledged or  hypothecated  except as expressly  provided
herein.

          13. GOVERNING LAW AND JURISDICTION

          The validity,  interpretation,  performance,  and  enforcement of this
Agreement shall be governed by the laws of the State of New Jersey. All disputes
between the parties concerning this Agreement will be resolved under the laws of
the State of New Jersey,  U.S.A.,  excluding  the  conflicts of laws  provisions
thereof,  in the English  language,  and the courts of New Jersey will have sole
and exclusive  jurisdiction over the parties in any such dispute and venue shall
lie  exclusively  in  Morris  County,  New  Jersey.  However,  it  is  expressly
understood  that this Section  shall not preclude  the  Company's  right to make
application for, and seek enforcement of,  injunctive relief in any court having
jurisdiction. Executive acknowledges that there is no adequate remedy at law for
a breach of this  Agreement,  or any  warranty,  representation  or covenant set
forth, and monetary damages would not be a sufficient remedy.  Accordingly,  the
Company shall be entitled to any equitable remedies available including, but not
limited  to,  an  immediate  temporary   restraining  order  and/or  preliminary
injunction, without bond or security, and such other further relief as any court
with jurisdiction may deem just and proper.

          14. COUNTERPARTS.

          This Agreement may be executed in any number of counterparts,  each of
which when executed  shall be deemed to be an original and all of which together
shall be deemed to be one and the same instrument.

          IN WITNESS  WHEREOF,  the  Company  has caused  this  Agreement  to be
executed  by its duly  authorized  officer  and the  Executive  has signed  this
Agreement, all as of the first date above written.



                                                  EMERSON RADIO CORP.


                                                  By: /s/ Geoffrey P. Jurick
                                                      Geoffrey P. Jurick
                                                      Chairman, Chief Executive
                                                      Officer and President

                                                  EXECUTIVE

                                                     /s/ John J. Raab
                                                     John J. Raab

<PAGE>

                                  EXHIBIT 26.1

          EMPLOYMENT AGREEMENT, dated effective as of September 1, 2001, between
EMERSON RADIO CORP., a Delaware  corporation (the  "Company"),  and ELIZABETH J.
CALIANESE MCPARTLAND ("Executive")

     In light of the state of the present  state of the  Company's  business and
the need for the  Company to have the  Executive  continue  to  perform  her job
functions,  the  Executive  is willing to continue to serve as General  Counsel,
Senior Vice  President - Human  Resources and Secretary of the Company,  and the
Company  desires to retain the  Executive in such  capacities,  on the terms and
conditions herein set forth.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
the Company and the Executive hereby agree as follows:

     1. EMPLOYMENT.

     (a) The Company agrees to employ the Executive and the Executive  agrees to
be employed by and serve the Company upon the terms and  conditions  hereinafter
provided  for  a  period  commencing  effective  as of  September  1,  2001  and
continuing  until August 31, 2004 (the "Term").  As used in this Agreement,  the
term  "Company"  shall be deemed  to  include  any and all  present  and  future
subsidiaries and affiliates of the Company.  The Executive hereby represents and
warrants that she has the legal capacity to execute and perform this  Agreement,
that it is a valid and binding agreement against her according to its terms, and
that its  execution  and  performance  by her does not  violate the terms of any
existing  agreement  or  understanding  to which the  Executive  is a party.  In
addition,  the Executive represents and warrants that she knows of no reason why
she is not physically capable of performing her obligations under this Agreement
in accordance with its terms.

     2. POSITION AND DUTIES.

     During the Term, the Executive agrees to serve as General  Counsel,  Senior
Vice  President - Human  Resources and  Secretary of the Company,  and will have
such powers and duties as are  commensurate  with such  positions  and as may be
conferred  upon or delegated to her by the Board of Directors  (the  "Board") of
the Company,  the Chairman or the Chief Executive  Officer.  The Executive shall
report directly to the Chief Executive Officer unless otherwise  directed by the
Board.  In  addition,  the  Executive  agrees to serve from time to time in such
other  positions  with the Company or its  subsidiaries  or affiliates as may be
specified  by the Board,  the  Chairman  or the Chief  Executive  Officer of the
Company and  thereafter  approved by the board of  directors  of the  applicable
entity.  During the Term,  and except for illness or  incapacity,  the Executive
shall devote such business time,  attention,  skill and efforts as necessary for
the business and affairs of the Company and its  subsidiaries and affiliates and
the  promotion  of  their  interests  and  shall  not  take  part in  activities
detrimental to the best interests of the Company.

     3. COMPENSATION

     For  all  services  rendered  by the  Executive  in any  capacity  required
hereunder  during  the  Term,  including,  without  limitation,  services  as an
executive,  officer, director, or member of any committee of the Company, or any
subsidiary, affiliate or division thereof, the Executive shall be compensated as
follows:

          (a) Base Salary. The Company shall pay the Executive an initial salary
of $200,000 per annum or such higher annual amount as is being paid from time to
time  pursuant to the terms  hereof  ("Base  Salary").  The Base Salary shall be
reviewed from time to time and subject to such  periodic  increases as the Board
of Directors shall deem  appropriate in accordance with the Company's  customary
procedures and practices regarding the salaries of senior officers.  Base Salary
shall be payable in  accordance  with the  customary  payroll  practices  of the
Company, but in no event less frequently than monthly.

          (b) Bonus. The Executive may also receive an annual  performance bonus
to be recommended by the Compensation  and Personnel  Committee of the Board and
to be  established  and payable from time to time at the sole  discretion of the
Board.

          (c) Additional  Benefits.  Except as modified by this  Agreement,  the
Executive  shall be  entitled to  participate  in all  compensation  or employee
benefit  plans  or  programs,  and to  receive  all  benefits,  perquisites  and
emoluments,  for which any salaried  employees of the Company are eligible under
any plan or program now or hereafter  established  and maintained by the Company
for senior officers,  to the fullest extent  permissible under the general terms
and  provisions of such plans or programs and in accordance  with the provisions
thereof,  including group hospitalization,  health,  dental-care,  life or other
insurance,  tax-qualified  pension,  savings,  thrift and profit-sharing  plans,
termination  pay  programs,  sick-leave  plans,  travel or  accident  insurance,
disability  insurance,  director  and officer  liability  insurance,  automobile
allowance or  automobile  lease plans,  and  executive  contingent  compensation
plans,  including,  without limitation,  capital accumulation programs and stock
purchase,   restricted  stock  and  stock  option  plans.   Notwithstanding  the
foregoing, nothing in this Agreement shall preclude the amendment or termination
of any such plan or program,  provided  that such  amendment or  termination  is
applicable  generally to the senior officers of the Company or any subsidiary or
affiliate.

          (d) Perquisites.  The Company also will furnish the Executive, without
cost to her, excluding any associated tax liability, with perquisites consistent
with those afforded other senior  executives  holding positions with the Company
comparable to the position held by the Executive, including the following:

               (i) reimbursement of all  out-of-pocket  expenses incurred in the
discharge of the Executive's  duties  pursuant to this Agreement;  and (ii) five
weeks paid vacation per year.

     4. BUSINESS EXPENSES.

     The Company shall pay or reimburse the Executive for all reasonable  travel
or other expenses  incurred by the Executive in connection  with the performance
of her duties and obligations  under this Agreement,  subject to the Executive's
presentation  of appropriate  vouchers in accordance with such procedures as the
Company may from time to time establish for senior  officers and to preserve any
deductions  for  federal  income  taxation  purposes to which the Company may be
entitled. The Company shall pay all fees and expenses related to the maintenance
or retention of professional  certifications  and licenses,  including,  without
limitation,  satisfaction  of continuing  professional  education  requirements.
During  the Term and for a period  of three (3) years  thereafter,  the  Company
shall  procure,  pay for  and  maintain  legal  malpractice  insurance  coverage
covering Executive for occurrences and actions taken by her at any time prior to
or during the Term on behalf of the  Company  or its  employees.  Such  coverage
shall be with good and solvent carriers rated A+ or better by A.M. Best ("Best")
and shall be in such amounts from time to time agreed upon by the  Executive and
the Company. In no event, however, shall the limits or coverage be reduced below
or the deductible or retained amount  increased above the coverage and limits in
effect  presently.  The Company  shall pay for the benefit of the  Executive all
sums which are or may be construed as deductible  amounts not otherwise  payable
by the insurer under the terms of the coverage provided.

     5. EFFECT OF TERMINATION OF EMPLOYMENT.

     (a) Certain Terminations. In the event the Executive's employment hereunder
terminates due to either Permanent Disability,  a Without Cause Termination or a
Constructive  Discharge,  the Company shall, as liquidated  damages or severance
pay, or both, continue, subject to the provisions of Section 6 below, to pay the
Executive's  Base  Salary as in effect at the time of such  termination  as such
payments would otherwise become due and payable until the expiration of the Term
(the  "Severance  Period") and the other  benefits and  qualified  stock options
provided  hereunder  shall  continue to vest pursuant to the terms hereof during
the Severance Period,  provided, that in the case of Permanent Disability,  such
payments shall be offset by any amounts  otherwise  paid to the Executive  under
the Company's  disability  program  generally  available to other employees.  In
addition,  earned  but  unpaid  Base  Salary  as of the date of  termination  of
employment shall be payable in full. Group hospitalization, health, dental care,
life or other insurance,  travel or accident insurance and disability  insurance
shall continue through the end of the Severance Period.

          (b) Other Terminations.  In the event that the Executive's  employment
hereunder   terminates  due  to  a  Termination   for  Cause  or  the  Executive
unilaterally  severs the employment  relationship or terminates  employment with
the  Company  for  reason  other  than a  Constructive  Discharge  or  Permanent
Disability,  earned  but unpaid  Base  Salary as of the date of  termination  of
employment  shall be payable in full.  However,  no other payments of any nature
whatsoever, including unearned Base Salary, shall be made, or benefits provided,
by the Company under this Agreement except benefits vested and payable under any
retirement  plan and benefits that have already become vested under the terms of
employee  benefit  programs  maintained by the Company or its affiliates for its
employees.

          (c) Definitions.  For purposes of this Agreement,  the following terms
have the following meanings:

               (i) The term "Termination for Cause" means, to the maximum extent
permitted by applicable law, (x) a termination of the Executive's  employment by
the Company  because the  Executive has breached or failed to perform her duties
under this  Agreement,  applicable law or the by-laws of the Company,  including
the  unreasonable  neglect or refusal to perform duties assigned by the Board or
Executive  Committee,  (y) abuse of office or malfeasance  by Executive,  or (z)
conviction of the Executive of a felony which the Board  reasonably  deems to be
an "abuse of office" or a crime of moral turpitude.

               (ii) The term "Constructive Discharge" means a termination of the
Executive's  employment  by the Executive due to a failure of the Company or its
successors without the prior consent of the Executive to fulfill the obligations
under this Agreement in any material respect.

               (iii) The term "Without Cause  Termination"  means termination of
the  Executive's  employment by the Company,  upon 30 days written notice to the
Executive,  other than due to (v)  Permanent  Disability,  (x)  retirement,  (y)
expiration of the Term, or (z) Termination for Cause.

               (iv) The term "Permanent  Disability"  means the inability of the
Executive,  as  determined  by the  Board and  confirmed  by  competent  medical
evidence,  to work for a period of three  continuous  full calendar months or 90
non-consecutive  days during any twenty-four  consecutive calendar months due to
illness  or injury  of a  physical  or mental  nature.  To  determine  issues of
disability,  the  Executive  agrees to submit  herself for  appropriate  medical
examination  to  physicians   reasonably  acceptable  to  the  Company  and  the
Executive.

     6. OTHER DUTIES OF EXECUTIVE DURING AND AFTER TERM.

          (a) Confidentiality and Non-Disclosure Policy/Non-Solicitation Policy/
Inventions  Policy.  Executive  shall  execute  and  deliver to the  Company the
Confidentiality   and  Non-Disclosure   Policy,   Non-Solicitation   Policy  and
Inventions  Policy,  copies of which are attached as Exhibits A, B and C and the
terms of which are incorporated herein as if fully set forth.

          (b) Remedies.  The  Company's  obligation  to make  payments,  deliver
shares of stock or provide for any benefits under this Agreement  (except to the
extent  vested or  exercisable)  shall cease upon a violation  of the  preceding
provision  of this  section.  The  Executive's  agreement  as set  forth in this
Section 6 shall  survive the  Executive's  termination  of  employment  with the
Company.

     7. WITHHOLDING TAXES.

     The Company may directly or  indirectly  withhold  from any  payments  made
under  this  Agreement  all  Federal,  state,  city or  other  taxes as shall be
required pursuant to any law or governmental regulation or ruling.

     8. CONSOLIDATION, MERGER, OR SALE OF ASSETS.

     Nothing in this Agreement shall preclude the Company or its subsidiaries or
affiliates from  consolidation  or merging into or with, or transferring  all or
substantially  all their or its assets,  to, another  corporation  which assumes
this Agreement and all  obligations and  undertakings of the Company  hereunder.
Upon such a  consolidation,  merger or transfer of assets the term  "Company" as
used herein shall mean such other  corporation and this Agreement shall continue
in full force and effect.

     9. NOTICES.

     All  notices,  requests,  demands  and  other  communications  required  or
permitted  hereunder  shall be given in writing and shall be deemed to have been
duly given if delivered  or mailed,  postage  prepaid,  by same day or overnight
mail as follows:

         (a)               To the Company:
                           Emerson Radio Corp.
                           9 Entin Road
                           Parsippany, New Jersey  07054
                           Attn:  Chief Executive Officer


         (b)               To the Executive:
                           Elizabeth J. Calianese McPartland
                           521 Oradell Avenue
                           Oradell, New Jersey 07649

or such other address as either party shall have previously specified in writing
to the other.

     10. RIGHTS TO PAYMENTS.

     Executive  shall not under any  circumstances  have any  option or right to
require payments  hereunder  otherwise than in accordance with the terms of this
Agreement.  Except as required by law, no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,   encumbrance,   charge,  pledge,  hypothecation  or  to  execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect;  provided,  however,  that  nothing  in this  Section 10 shall
preclude the  assumption  of such rights by executors,  administrators  or other
legal  representatives  of the  Executive or her estate and their  assigning any
rights hereunder to the person or persons entitled thereto.

     11. SOURCE OF PAYMENT.

     All payments  provided for under this Agreement  shall be paid in cash from
the general funds of the Company. The Company shall not be required to establish
a special  or  separate  fund or other  segregation  of  assets  to assure  such
payments,  and, if the Company shall make any  investments  to aid it in meeting
its obligations hereunder,  the Executive shall have no right, title or interest
whatever in or to any such  investments  except as may  otherwise  be  expressly
provided in a separate written instrument relating to such investments.  Nothing
contained in this  Agreement,  and no action taken  pursuant to its  provisions,
shall  create or be  construed  to create a trust of any  kind,  or a  fiduciary
relationship,  between the Company and the Executive or any other person. To the
extent  that any person  acquires a right to receive  payments  from the Company
hereunder,  such right,  without  prejudice to rights which  employees may have,
shall be no greater than the right of an unsecured creditor of the Company.


     12. BINDING AGREEMENT.

     Expect as otherwise  expressly  provided  herein,  this Agreement  shall be
binding upon, and shall inure to the benefit of, the Company, its successors and
assigns. This Agreement,  as it relates to the Executive, is a personal contract
and the  rights  and  interests  of the  Executive  hereunder  may not be  sold,
transferred,  assigned,  pledged or  hypothecated  except as expressly  provided
herein.

     13. GOVERNING LAW AND JURISDICTION

     The  validity,   interpretation,   performance,  and  enforcement  of  this
Agreement shall be governed by the laws of the State of New Jersey. All disputes
between the parties concerning this Agreement will be resolved under the laws of
the State of New Jersey,  U.S.A.,  excluding  the  conflicts of laws  provisions
thereof,  in the English  language,  and the courts of New Jersey will have sole
and exclusive  jurisdiction over the parties in any such dispute and venue shall
lie  exclusively  in  Morris  County,  New  Jersey.  However,  it  is  expressly
understood  that this Section  shall not preclude  the  Company's  right to make
application for, and seek enforcement of,  injunctive relief in any court having
jurisdiction. Executive acknowledges that there is no adequate remedy at law for
a breach of this  Agreement,  or any  warranty,  representation  or covenant set
forth, and monetary damages would not be a sufficient remedy.  Accordingly,  the
Company shall be entitled to any equitable remedies available including, but not
limited  to,  an  immediate  temporary   restraining  order  and/or  preliminary
injunction, without bond or security, and such other further relief as any court
with jurisdiction may deem just and proper.

     14. COUNTERPARTS.

     This Agreement may be executed in any number of counterparts, each of which
when executed  shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer and the Executive has signed this Agreement,  all as
of the first date above written.



                                          EMERSON RADIO CORP.


                                          By: /s/ Geoffrey P. Jurick
                                              Geoffrey P. Jurick
                                              Chairman, Chief Executive
                                              Officer and President

                                         EXECUTIVE

                                         /s/ Elizabeth J. Calianese McPartland
                                         Elizabeth J. Calianese McPartland

<PAGE>

                                Exhibit 10.26.2

                        Effective as of September 1, 2001

Mr. Geoffrey P. Jurick
c/o Emerson Radio (Hong Kong) Limited
705-711, Tower 2
The Gateway
25-27 Canton Road
Kowloon, Hong Kong

                              Employment Agreements

Dear Mr. Jurick:

This letter will serve as  acknowledgement  that you have been  performing  your
services as set forth in those certain Employment Agreements, each dated July 7,
1992, as amended by the Extension of Employment Agreements, dated April 16, 1997
(collectively,  the "Agreements"),  by and between you and each of Emerson Radio
International  Ltd.  (formerly  known as Emerson Radio (B.V.I.)  Ltd.),  Emerson
Radio (Hong Kong) Limited and Emerson Radio Corp.

This will serve as confirmation of our agreement that the Agreements shall be in
full force and effect as of September 1, 2001 through and  including  August 31,
2004. The base salary  compensation of the Agreements  shall remain at the level
in effect  as of April 16,  1997 with any  required  adjustment  in the  present
manner of payment of any portion thereof in the event your employment with Sport
Supply Group, Inc. is terminated.

Except as specifically amended hereby, the terms of each of the Agreements shall
remain in full force and effect.  Please indicate your agreement to the above by
signing in the space provided below.

Very truly yours:
Emerson Radio International Ltd.          Emerson Radio Corp.

By: John J. Raab, Director                By: /s/ Elizabeth J. Calianese, SVP-HR
     (Name)      (Title)                          (Name)               (Title)

Emerson Radio (Hong Kong) Limited


By: John J. Raab, Director
   (Name)        (Title)                   ACKNOWLEDGED, UNDERSTOOD
                                           AND AGREED TO AS OF SEPTEMBER 1, 2001

                                           By: /s/ Geoffrey P. Jurick
                                               Geoffrey P. Jurick