AMENDMENT NO. 8 TO FINANCING AGREEMENTS


                             as of November 13, 1998

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 and Amendment No.
7 to Financing  Agreements,  dated as of March 31, 1998 (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 herein.

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

          1. Amendments.

          (a) Working Capital Covenant. Section 9.13 of the Loan Agreement shall
be deleted in its entirety, effective as of September 30, 1998.

          (b) Adjusted Net Worth  Covenant.  Section 9.14 of the Loan Agreement,
as  previously  amended,  shall be deleted in its entirety and replaced with the
following, effective as of September 30, 1998:

          "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
$20,000,000."

          2.  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) after  giving  effect  to the  amendments  set forth in  Section 1
hereof, no Event of Default shall exist or have occurred and be continuing,  and
no 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 and be
continuing.

          3. Fee. In  consideration  of Lender's  entering into this  Amendment,
Borrower  shall pay Lender an  amendment  fee in the  amount of $5,000,  payable
simultaneously  with the execution  hereof,  which fee is fully earned as of the
date hereof.  Such fee may, at Lender's  option,  be charged  directly to any of
Borrower's  Revolving  Loan  accounts  maintained  by Lender under the Financing
Agreements.

          4. 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.

          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/Thomas Grabosky
                                       Title: Assistant Vice President


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AGREED AND ACCEPTED:

EMERSON RADIO CORP.


By: /s/ John Walker
Title EVP, CFO     


MAJEXCO IMPORTS, INC.


By: /s/ John Walker
Title: SVP - Finance - Treasurer


CONSENTED TO AND AGREED:

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

By: /s/ John Walker
Title: SVP - Finance - Treasurer


EMERSON RADIO CANADA LTD.


By: /s/ John Walker
Title: Treasurer


EMERSON RADIO & TECHNOLOGIES N.V.


By: /s/ John Walker
Title: SVP - Finance - Treasurer