LICENSE AGREEMENT


     THIS AGREEMENT is made as of August 23, 1996 between REP INVESTMENT LIMITED
LIABILITY COMPANY, a Michigan limited liability company with its principal place
of  business at 2757 44th Street, S.W., Suite 306, Grand Rapids, Michigan  49509
(the  "Licensor")  and  EMERSON  RADIO CORP., a Delaware  corporation  with  its
principal  place of business at 9 Entin Road, Parsippany, New Jersey  07054-0430
(the "Licensee").

                         W I T N E S S E T H:

      WHEREAS,  the  Licensor is the owner, by assignment or otherwise,  of  all
right,  title and interest in and to the "Invention" (which term shall have  the
meaning  set  forth in subparagraph 1(d) hereof) regarding a sound  reproduction
speaker  system  having  application  in  electronics  sound  reproduction   and
enhancement  systems, including (but not limited to) "home-theater" and  "stereo
surround sound" systems; and

      WHEREAS,  the Licensor desires to have such invention manufactured,  sold,
distributed and marketed through the granting of an exclusive license; and

     WHEREAS, the Licensee desires to acquire an exclusive license to use, make,
have  made,  sell, market and distribute such invention in accordance  with  the
terms and conditions hereinafter set forth in this Agreement.

      NOW,  THEREFORE,  for  and in consideration of the  mutual  covenants  and
agreements hereinafter set forth, the parties hereto do hereby agree as follows:

      1.   DEFINITIONS.  As used herein, the  following
capitalized terms shall have the following meanings:

           (a)   "Affiliate," shall mean any corporation, partnership  or  other
entity which is controlled by, under common control with, or in control of,  the
applicable party to this Agreement.

           (b)   "Confidential Information" shall mean all information which  in
any  way  is  related  to  a party to this Agreement or  its  Affiliates,  their
business  or  the  Invention  which is set forth  in  any  material  or  devices
furnished  to  one  party  to this Agreement by the other  or  which  is  orally
disclosed to a party to this Agreement by or at the direction of the other  (all
of  which  shall  be  deemed  "furnished" by  such  other  party).   Information
pertaining  to  the Invention which is discovered, learned or  compiled  by  the
Licensee, as a result of carrying out its obligations under this Agreement shall
be deemed Confidential Information furnished to Licensee by Licensor.  By way of
example  and  not  of  limitation, Confidential Information  includes  financial
statements  and  information,  cost and expense  data,  production  data,  trade
secrets, secret processes and formulas (whether or not patentable), patents  and
other  properties,  technology, marketing and customer  data,  product  samples,
manufacturing  processes and other information not generally ascertainable  from
public   or   published  information  or  trade  sources,  and   any   analyses,
compilations, studies or other documents which may be prepared for internal  use
by or on behalf of a party to this Agreement or its Affiliate or Representative.
Notwithstanding  the  foregoing,  Confidential  Information  does  not   include
information  which  a  party  to  this  Agreement  can  demonstrate  by  written
documentation  or  other  credible evidence:  (a) prior  to  the  date  of  this
Agreement,  (i)  was generally publicly available, or (ii) was in  such  party's
possession  from  a  source  other  than  the  other  party  or  its  attorneys,
accountants,  advisors,  directors,  officers,  partners,  members,  agents   or
Affiliates  (collectively, the "Representatives"), provided that the  source  of
such  information  was  not known by such party or any Representatives  of  such
party,  after  reasonable  investigation,  to  be  bound  by  a  confidentiality
agreement  with,  or  other  contractual,  legal  or  fiduciary  obligation   of
confidentiality  to, the other party or any of its Affiliates  with  respect  to
such  information;  or  (b)  after such party's  receipt  of  such  information,
(i) becomes generally publicly available without fault of such party, or (ii) is
acquired  by such party from a third party on a non-confidential basis, provided
that  the  source  of  such  information was not known  by  such  party  or  any
Representatives of such party, after reasonable investigation, to  be  bound  by
any  confidentiality agreement with, or other contractual,  legal  or  fiduciary
obligation of confidentiality to, the other party or any of its Affiliates  with
respect to such information.  Notwithstanding anything to the contrary set forth
in  this Agreement, if any component of the Confidential Information shall be or
become  publicly available, or otherwise within an exception set forth above  to
Confidential  Information, the manner in which such component is  combined  with
all, or any portion, of the components of such Confidential Information, and the
function performed by such component when combined with all, or any portion,  of
the  components  of such Confidential Information, shall not  be  deemed  to  be
"generally publicly available" for purposes of this Agreement and shall  not  be
deemed  to  come  within  any other exception set forth  above  to  Confidential
Information.   All  patent  applications relating to  the  Invention  constitute
Confidential  Information furnished by Licensor and at this time  shall  not  be
deemed  (i)  to  be  "generally publicly available", or (ii) not  to  constitute
Confidential  Information  hereunder, regardless of  whether  the  Invention  is
determined to be patentable.

            (c)   "Controlled"  or  "Control"  means  with  respect  to,  (i)  a
corporation,  the ownership, directly or indirectly, of more  than  10%  of  the
securities  (as  defined  in  Section 2(1) of the Securities  Act  of  1933,  as
amended)  of any class or classes, the holders of which are ordinarily,  in  the
absence  of  contingencies, entitled to elect a majority of  such  corporation's
directors  (or persons performing similar functions); (ii) a partnership,  being
the  sole  general partner or being in Control (as defined herein) of a majority
of  the  general partners if there is more than one; or (iii) any other  entity,
having the power to direct the management of such entity.

           (d)   "Invention"  shall  mean the speaker system [redacted]
and  all technology embodied therein,  all  modifications,
enhancements and improvements thereto conceived or reduced to practice by or for
Licensor  or  Licensee during the term of this Agreement and all embodiments  of
the  Invention  as  claimed  in Licensor's Patent Rights.   Embodiments  of  the
Invention include the following:

               [redacted]

                      All   patented  embodiments  of  the  Invention   or   any
          modifications,  enhancements, and improvements  thereto  conceived  or
          reduced to practice by or for Licensor or Licensee.

        [redacted]

           (e)  "Patent Rights" shall mean all the subject matter rights claimed
in [redacted]  (ii)   all   patent
applications,  including  any divisional, continuation, or  continuation-in-part
patent  applications [redacted]; (iii)  all  patent  applications filed in
any countries other  than  the  United States based on the aforesaid U.S.
patent applications filed by or on behalf  of Licensor  or  Licensee 
pursuant to Subparagraph 5(c)  below;  (iv)  all  patent
applications  based  on  modifications, enhancements, and  improvements  of  the
Invention and any divisional, continuation, continuation-in-part, or reissue  or
foreign counterpart based on said modifications, enhancements, and improvements;
and   (v)  all  patents  and  reissues  resulting  from  the  foregoing   patent
applications.

          (f)  "Trademarks" shall mean the trademarks identified below for which
registration  with  the  U.S. Patent and Trademark Office  has  been  sought  by
Licensor,  as  well  as such other names, marks, insignias, symbols,  and  other
identifications for which Licensor may obtain appropriate registration, or other
legal protection or title.

            [redacted]  

          (g)  "Unit" means each assemblage of the Invention which is covered by
the  Patent  Rights  or any subcomponent thereof which is sold  for  use  in  an
assemblage of the Invention which is covered by the Patent Rights.   By  way  of
example, and not of limitation, each of the following shall constitute a Unit:

            [redacted]

      Where  an element of the Invention may include, but is not limited to  the
following:
                [redacted]

      It  is  expressly  understood  that  nothing  herein  contained  shall  be
interpreted to mean that a Unit includes, for purposes of calculating  royalties
under  this  Agreement, any of the products or models presently or traditionally
sold  by  Licensee which do not incorporate the Invention.  It is also expressly
understood  that  nothing  contained herein shall  be  construed  to  mean  that
royalties  shall be paid more than once on a single item sold which incorporates
the Invention.

     2.   INITIAL ADVANCE.  In consideration of the initial grant of the license
set  forth  in  Paragraph  3  below, concurrently with  the  execution  of  this
Agreement,  Licensee  has  paid to Licensor the sum of  [redacted] becoming
due  under Paragraph 6 but shall otherwise be non-refundable, and to the  extent
that  the  royalty payments aggregate less than such amount the Initial  Advance
may  be retained by Licensor.  The Initial Advance shall not be credited against
any Maintenance Payment made pursuant to Paragraph 11.

      3.    GRANT OF LICENSE.  In consideration of the Initial Advance  and  the
royalties  pursuant  to Paragraph 6 below, Licensor hereby grants  to  Licensee,
which  the  parties  understand  shall include any  wholly-owned  subsidiary  of
Licensee  (whether  direct  or indirect), effective  on  the  date  hereof  (the
"Commencement  Date"), the exclusive worldwide and non-transferable,  except  as
set  forth  in Paragraph 4, right and license to manufacture, have manufactured,
market, distribute, advertise, use, sell, offer to sell and import the Invention
and  utilize Licensor's Patent Rights and any Confidential Information  relating
thereto,  for the term of this Agreement but subject to the terms and conditions
set forth in this Agreement.

      4.    SUBLICENSE.   Licensee  shall have the right  to  grant  sublicenses
hereunder,  provided  that (i) the sublicensee agrees to be  bound  by  all  the
provisions  of  this  Agreement  and  agrees  that  such  obligation  shall   be
enforceable  against  such  sublicensee by Licensor,  and  (ii)  Licensee  gives
Licensor written notice of such sublicensing and furnishes Licensor with a  true
and  complete copy of the sublicensing agreement.  In calculating royalties  due
to  Licensor  pursuant  to  Paragraph  6 below,  any  sales  of  Units  made  by
sublicensees shall be considered to be sales made by the Licensee whether or not
such  sublicense  was  properly  made.  Any breach  of  any  provision  of  this
Agreement  by  a  sublicensee shall constitute a breach  of  this  Agreement  by
Licensee,  and Licensee shall be liable to Licensor as if Licensee had committed
such breach.

     5.   APPLICATION FOR PATENTS AND OWNERSHIP OF PATENT RIGHTS.

           (a) [redacted] Licensor filed at its own expense,
and,  subject  to  the  provisions of subparagraph 5(b) below,  under  its  sole
control,  in  the  name  of Licensor, an application for United  States  Letters
Patent  with  the  United States Patent and Trademark Office on  the  Invention,
[redacted]  Licensor shall use diligent efforts to pursue, and to cause not  to
be  abandoned,  such  application and any subsequent  applications  required  to
obtain  Letters Patent on the Invention, at its sole expense.  However,  nothing
set  forth  herein, or in this Agreement, shall be deemed to be a representation
or  warranty by Licensor that Letters Patent of the United States or  any  other
country will be issued on the Invention.  Licensor shall promptly provide copies
to  Licensee of all applications worldwide and all relevant documents, including
correspondence from any applicable Patent and Trademark Offices,  pertaining  to
all patent applications.

          (b)  Licensor shall file an International Patent Application under the
Patent  Cooperation Treaty based on          [redacted]
the  Invention, at its expense, within the time required by law.  Upon execution
of  this Agreement, the parties shall consult with each other in good faith  and
mutually determine those countries other than the United States from which it is
desirable  to obtain Letters Patent.  Licensor shall file for patent  protection
within  the  time required by applicable law in those countries agreed  upon  in
writing  by  the  parties  and  diligently  pursue  such  applications  and  any
subsequent  applications required to obtain Letters Patent pursuant thereto  and
not  cause same to be abandoned.  Excluding the PCT patent application, Licensee
shall  pay the reasonable expenses incurred in connection therewith within sixty
(60) days following receipt of written documentation of same from Licensor. 
One-half (1/2) of each such payment shall be non-reimbursable.  The other 
one-half (1/2)  of each such payment shall constitute a non-interest-bearing
nonrecourse advance  to  Licensor  which shall be creditable against 
royalties payable to Licensor  pursuant  to subparagraph 6(b) in respect of
Units sold outside the United States or Canada.

           (c)  In the event that after the Commencement Date the Licensee shall
believe that any component or element of the Invention is patentable and has not
been  covered by an application or applications for Letters Patent of the United
States  or  any other country submitted by the Licensor, Licensee  shall  notify
Licensor  of  its  belief  and  request that Licensor  prepare  for  filing  and
processing  an  application or applications for Letters  Patent  of  the  United
States  on such component or element of the Invention.  In the event that within
ninety  (90)  days of such request, Licensor has not filed such  application  or
applications, then Licensee shall have the right to cause to be prepared,  filed
and  prosecuted,  in  the name of Licensor, an application or  applications  for
Letters  Patent of the United States or such other country on such component  or
element  of the Invention.  In connection with such application or applications,
the  Licensor shall, without further consideration therefor, at the  request  of
the  Licensee,  do  all acts necessary for obtaining, sustaining,  reissuing  or
extending  such  Letters  Patent  on such patent  application  or  applications.
Licensee shall pay the reasonable expenses incurred in connection with any  such
applications,  whether  filed  by Licensor or  Licensee,  and  in  the  case  of
applications  filed by Licensor shall pay such expenses within sixty  (60)  days
after receipt of written documentation of same from Licensor.  One-half (1/2) of
the  reasonable  expenses paid by Licensee pursuant to  this  subparagraph  5(c)
shall  be reimbursable from royalties payable pursuant to subparagraph  6(b)  in
the  same  manner  as  expenses paid by Licensee pursuant to subparagraph  5(b);
provided,  that expenses relating to applications filed in the United States  or
Canada  shall be credited against royalties in respect of Units sold within  the
United  States  or  Canada,  and  expenses relating  to  applications  filed  in
countries  other  than  the United States or Canada shall  be  credited  against
royalties in respect of Units sold outside the United States or Canada.

          (d)  All Patent Rights shall be the sole and exclusive property of the
Licensor, subject to the exclusive license hereby granted.

     6.   ROYALTIES.  Licensee shall pay to Licensor the following royalties:

           (a)   Subject to subparagraph 6(c), for Units sold by Licensee  or  a
sublicensee  for ultimate sale to consumers in the United States or Canada,  the
royalty shall be:

                   [redacted]

           (b)   Subject  to  subparagraph 6(c), for all  other  Units  sold  by
Licensee  or a sublicensee, the royalty shall be [redacted].
Sales  covered  by  this subparagraph 6(b) shall not be counted  in  calculating
either of the 500,000 Units referred to in subparagraph 6(a).

           (c)   The royalties provided for in subparagraphs 6(a) and 6(b) shall
be subject to reduction, as follows:

               (1)  For purposes of this subparagraph 6(c):

                          (A)   Patent Rights shall be deemed "terminated" in  a
          given  country if and when, after a patent application has been  filed
          in that country, (i) such patent application and all divisional patent
          applications,  continuation patent applications  and  continuation-in-
          part  patent applications, all of which shall have been filed in  good
          faith,  are  abandoned without further action on the part of  Licensor
          (or  Licensee  if  the application was filed by Licensee  pursuant  to
          subparagraph  5(c)), or (ii) Letters Patent expire after  having  been
          issued pursuant to any such patent applications;

                          (B)   Patent  Rights shall be deemed to "exist"  in  a
          country if a patent application has been filed in that country,  until
          patent  protection  has  been terminated in that  country  within  the
          meaning of clause (A) above; and

                          (C)   Sales shall be deemed to have been made  "in"  a
          given  country  if  the  sold Unit is intended for  ultimate  sale  to
          consumers in that country.

                (2)   If  and  when Patent Rights are terminated in  the  United
     States  or any foreign country, the royalties in respect of sales  in  that
     country shall be reduced as provided in subparagraph 6(c)(4), effective  as
     of the date of termination.

                (3)  If and when Patent Rights have been terminated in both  the
     United States and China, the royalties in respect of sales occurring in all
     countries  other than those in which Patent Rights continue to exist  shall
     be reduced as provided in subparagraph 6(c)(4), effective as of the date of
     termination.
                      [redacted]

          (d)  Royalties shall accrue at the time of sale, which shall be deemed
to have occurred when the Unit is shipped to a customer, but Units returned by a
customer shall be deducted from sales, so that the royalties shall be calculated
with  reference to sales net of returns.  For the purpose of this  Paragraph  6,
the  term  "Licensee"  and  "sublicensee" shall include  any  Affiliate  of  the
Licensee or a sublicensee, respectively.

           (e)   Royalties shall be paid on or before the thirtieth  (30th)  day
following  the end of each calendar quarter based on sales of Units made  during
the  immediately  preceding calendar quarter.  Licensee may  withhold  royalties
payable  in  respect  of sales of Units, to the extent necessary  to  repay  the
portion  of  the expense of patent registration which was paid by  Licensee  and
which constitutes an advance as provided in subparagraphs 5(b) and 5(c).

           (f)   On or before the thirtieth (30th) day following the end of each
calendar   quarter  Licensee  shall  provide  Licensor  with  a  statement,   in
substantially the form attached hereto as Exhibit A (the "Statement")  detailing
the  sales  of Units made by Licensee and any sublicensee during the immediately
preceding calendar quarter.  Licensor shall have the right from time to time for
a  period ending two (2) years after the termination of this Agreement, not more
often  than  once  each  calendar year, upon reasonable advance  written  notice
during normal business hours, to have an independent certified public accountant
examine  the  books  and records of Licensee to verify the  Statements  and  the
royalties due Licensor pursuant to this Agreement.  The cost of such examination
shall be borne by Licensor, unless such examination determines that the Licensee
has  underpaid  the royalties due hereunder by more than five  (5%)  percent  in
which  event  Licensee  shall  pay  the reasonable  cost  of  such  examination.
Licensee shall maintain adequate books and records so that the Statements may be
verified.   The  Statement  shall be delivered  to  Licensor  as  set  forth  in
Paragraph 18.

           (g)   If, at the time this Agreement is terminated, Licensee has  on-
hand,  an inventory of manufactured Units, Licensee shall be permitted  to  sell
such  Units  after the termination, provided it pays Licensor the royalties  due
hereunder and continues to comply with the provisions of this Agreement,  as  if
this Agreement were still in effect.  Notwithstanding the foregoing, if Licensee
terminates  this  Agreement on account of the abandonment of  Licensor's  patent
application as provided in subparagraph 11(b), and if Licensee sells its on-hand
inventory of manufactured Units at a discount from the average price charged for
the same Units prior to such termination, the royalties payable upon the sale of
such Units shall be correspondingly reduced.

           (h)   Licensee  acknowledges that this Agreement, and  the  royalties
provided  for  herein, will continue if a patent covering the Invention  is  not
issued,  and will continue beyond the term of the patent if a patent is  issued,
subject  to  the provisions of subparagraph 6(d), and that if this Agreement  is
terminated Licensee has agreed to cease use of the Invention notwithstanding the
fact  that  Licensee might have had the right to continue use of  the  Invention
absent  this Agreement.  Licensee has agreed to such provisions in consideration
of  its  obtaining  access  to  the Confidential Information  and  the  know-how
subsumed in the Invention, which it believes will be of significant value to  it
even  if  a  patent  does not issue and after the expiration of  any  applicable
patents.

     7.   TRADEMARKS.

           (a)   Licensor agrees that during the term of this Agreement Licensee
shall  have  the exclusive right to use those Trademarks which, after  the  date
hereof  and  at  or prior to November 1, 1996 (the "Election Period"),  Licensee
elects  to  use  in  connection with marketing the  Invention  (the  "Designated
Trademarks").   By the end of the Election Period, Licensee shall  give  written
notice  to  Licensor as to which, if any, of the Trademarks shall be  Designated
Trademarks,  and thereafter Licensee shall have no right to use, or  any  rights
in,  any  of the Trademarks other than Designated Trademarks unless the  parties
otherwise  agree in writing.  The Designated Trademarks may be used by  Licensee
on  and  in  connection with the sale of the Invention or products utilizing  or
used  in  the Invention (but no other products manufactured by it) in accordance
with the grant clause of Article 3 of this Agreement as long as the Invention is
manufactured by or for Licensee or a sublicensee or an Affiliate of Licensee  or
a  sublicensee  in  accordance with this Agreement and in  accordance  with  the
standards,  specifications, and instructions approved by Licensor and  is  of  a
quality, form, and nature that is acceptable to Licensor.  Items manufactured to
the same standards of quality as currently employed by Licensee at the time this
Agreement  is made shall be deemed acceptable to Licensor and shall not  require
Licensor's approval, although Licensee shall advise Licensor of each application
of  the  Invention  and  each  product and model  proposed  to  be  manufactured
utilizing  the Invention, and shall furnish Licensor such information pertaining
thereto  as  Licensor may reasonably request in writing, in order that  Licensor
can  verify  Licensee's compliance with this Paragraph 7.   Licensor  shall  not
unreasonably withhold its approval of the matters set forth in this subparagraph
(a)  and shall respond to any written request for approval within fourteen  (14)
days  after  receipt of the same, either granting or denying  such  approval  or
requesting  additional  information (in which  event  Licensor  shall  similarly
respond within fourteen (14) days after such information is provided.)

           (b)   Subject  to  subparagraph 7(a) it is expressly understood  that
Licensor  has  the  right to approve the products with which Licensee  uses  the
Designated  Trademarks,  the  quality  of Licensee's  products  with  which  the
Designated Trademarks are used and of any services associated therewith, as well
as  the  manner  and form in which the Designated Trademarks  are  to  be  used.
Licensee agrees that it will use the Designated Trademarks only in a manner  and
form  approved  by  Licensor.  To facilitate such approval, Licensee  agrees  at
Licensor's  written request to send to Licensor a sample, specimen,  photograph,
or  finalized  layout  of  any label, tag, package, container,  and  advertising
matter  relating to each different use of each Designated Trademark,  and  shall
refrain  from  such  use until written approval is given  by  Licensor.   Unless
advised  to  the  contrary by Licensor, any material suggested or  furnished  by
Licensor shall be considered approved for use.  Licensee agrees to promptly  and
fully follow all reasonable, written directions and instructions of Licensor  as
to  use  of  each of the Designated Trademarks.  In addition, at the request  of
Licensor,  Licensee agrees to use appropriate marking, such as  "Trademark", 
"Reg."  or "Reg.Mark",  or  "Reg."  if appropriate, with the Designated
Trademarks.   Licensor shall  not unreasonably withhold or delay beyond fourteen
(14) days its approval of the matters set forth in this subparagraph (b).

           (c)   Licensee  agrees  that it is permitted to  use  the  Designated
Trademarks,  but not any of the other Trademarks, and the Designated  Trademarks
shall  be  used  only  in  connection with products or services  complying  with
standards  and/or  specifications prescribed or approved by Licensor,  and  that
designated  representatives of Licensor shall have the right to inspect  at  any
reasonable time upon advance written notice during normal business hours on  the
premises  of  Licensee all manufacturing processes, all finished  products,  all
printed materials and advertising, and all other matters relating to any of  the
Designated  Trademarks.  Licensee also agrees upon written  request  to  furnish
Licensor  with  a  true  sample of each product sold by  it  under  any  of  the
Designated  Trademarks.  In addition, Licensee agrees to, as part of its  record
keeping and reporting duties set forth in Paragraph 6, keep track of and  report
to Licensor at least once each year what Designated Trademarks Licensee has used
during the reporting period as well as which products such Designated Trademarks
have  been  used upon and in what countries the Designated Trademarks have  been
used.   Licensor  shall not unreasonably withhold or delay its approval  of  the
matters set forth in this subparagraph (c).

           (d)   Licensee  acknowledges the validity of the Trademarks  and  the
prior  rights and title of Licensor in and to the Trademarks, whether registered
or  not, in the United States and elsewhere.  Licensee agrees that all use by it
of  any  of  the  Trademarks, and the goodwill created  thereby,  shall  without
further  consideration at any time accrue and inure exclusively to  the  benefit
and  remain the sole property of Licensor.  Licensee agrees that it will not  do
anything, directly or indirectly, or by omission, to diminish the value  thereof
or to impair or injure Licensor's rights therein.

          (e)  It is understood that nothing contained in this Agreement or done
by  Licensee  during or prior to this Agreement shall confer or be construed  to
confer  upon  Licensee  any rights in or to use any of  the  Trademarks  whether
registered  or  unregistered or, in any way that might  be  prejudicial  to  the
rights of Licensor therein except that Licensee shall have the right to use  the
Designated Trademarks during the term of this Agreement provided such use is  in
accordance  with the provisions of this Article.  Licensee agrees that  it  does
not  have and shall not have as a result of its use of rights granted to  it  by
Licensor any right at any time to register any of the Trademarks either alone or
in  combination with any other word, symbol, slogan, sign, device, or design  or
to use or register any trademark, service mark, tradename, or business name that
is  confusingly similar to or any of the Trademarks, and agrees that all use  by
it  and  by  those  in  privity with it of the Designated  Trademarks  shall  be
discontinued  upon expiration or termination of this Agreement  for  any  reason
subject  to the provisions of subparagraph 6(g).  Licensee agrees that  it  will
not at any time do or acquiesce in anything, or aid or assist any other party to
do  anything,  or  permit any distributor or other party  in  its  marketing  or
distribution system to do anything which might infringe upon, harm,  dilute,  or
challenge  the  rights  of Licensor in the Trademarks or  impair  the  validity,
value,  integrity or scope thereof or create a likelihood of confusion therewith
or be prejudicial in any way to the rights of Licensor therein.

           (f)   Licensee agrees that it will promptly execute and  deliver  all
documents and do all things with respect to the Designated Trademarks  that  are
requested  by  Licensor in writing to facilitate compliance with  the  laws  and
regulations  of  any  country or regional organization or  with  any  applicable
Convention or Treaty or to otherwise carry out the provisions and intent of this
Paragraph 7 in those countries in which Licensee, sublicensees or affiliates  of
Licensee  or sublicensees market, use, distribute or sell the Invention  or  any
Units.   Licensee  agrees to enter into any formal license  or  registered  user
agreement and to execute any other document at any time and without any  further
consideration  from  Licensor which Licensor may  be  advised  is  necessary  to
preserve  the  validity  of any of the Designated Trademarks,  or  registrations
thereof, or the rights of Licensor therein in those countries in which Licensee,
sublicensees  or affiliates of Licensee or sublicensees market, use,  distribute
or  sell  the Invention or any Units.  All filings in respect of all  Designated
Trademarks shall be made by Licensor at its expense.

           (g)   In  the  event of noncompliance by Licensee  with  any  of  the
provisions  of  this  Paragraph 7 or use by Licensee of any  of  the  Trademarks
outside  the terms of this Agreement which is not cured within thirty (30)  days
after receipt of written demand, Licensor shall have the right to terminate this
entire Agreement, or, at its option, subparagraph (a) of this Paragraph 7,  upon
written notice to Licensee, such termination to be effective one (1) month after
the mailing of the notice.

            (h)   It  is  expressly  understood  that  the  provisions  of  this
Paragraph 7, and in particular subparagraphs 7(d), (e), (f), (g) and (i),  shall
survive  the  termination  of  this  Agreement  without  the  payment   of   any
consideration to Licensee either during or upon termination of this Agreement or
thereafter,  and  are  not  a  limitation on any other  rights  or  remedies  of
Licensor.

           (i)  Licensor acknowledges the validity and value of the Emerson Mark
as  defined below to Licensee, and Licensee's prior right and title to same, and
nothing  herein is meant to convey any rights to Licensor with respect to  same,
or  to  infringe  upon  the rights of Licensee to same.  It  is  also  expressly
understood  that Licensee may use its own mark as defined below, in  conjunction
with  the  sale,  marketing, use, manufacture and distribution of  the  products
which are the subject of this agreement.  Accordingly, nothing contained in this
agreement  shall  be  construed as a grant to Licensor of any  right,  title  or
interest in the Emerson and G-Clef design as set forth on the attached Exhibit B
(the  "Emerson  mark"),  or any future forms of same, nor  does  this  agreement
authorize  Licensor  to  use  the  Emerson  mark  for  the  purpose  of   using,
manufacturing,  selling,  marketing or distributing any  products,  and  neither
Licensor  nor any affiliate shall directly or indirectly sell, use, manufacture,
market  or  distribute  any goods whatsoever with the  Emerson  Mark.   Licensor
further represents that it shall not register or attempt to register the Emerson
mark  either alone or in combination with any other word, symbol, slogan,  sign,
device,  or design or to use or register any trademark, service mark, tradename,
or  business name that is confusingly similar to the Emerson mark in its name or
in the name of any third party.  Licensor further agrees that it will not at any
time  aid or assist any other party to do anything which would infringe upon  or
challenge the rights of Licensee to the Emerson mark, or create a likelihood  of
confusion therewith.  Nothing herein contained shall prevent Licensee from using
marks  other  than  the  Designated Trademarks in  conjunction  with  the  sale,
marketing,  use,  manufacture and distribution of the Invention  or  Units  sold
incorporating same.

      8.    Term.  The term of this Agreement shall commence on the Commencement
Date and shall continue unless and until terminated pursuant to Paragraph 10  or
11 below.

      9.    Confidentiality.  While this Agreement remains in effect and at  all
times thereafter:

            (a)   Each  party  to  this  Agreement  shall  utilize  Confidential
Information  furnished by the other party only to fulfill its obligations  under
this  Agreement.   Each  party  to this Agreement  shall  use  the  Confidential
Information  furnished  by  the  other party for no  other  purpose  whatsoever,
whether  or not in connection with such party's own business or the business  of
any  of  its  Affiliates, and each party to this Agreement shall institute  such
safeguards  so as to prevent non-authorized use of any Confidential  Information
furnished  by the other party, including without limitation, restricting  access
to  such Confidential Information within such party's own organization,  as  are
set forth in subparagraph (b) below of this Paragraph 9.

           (b)   Each  party  to  this Agreement may disclose  the  Confidential
Information  furnished  by the other party only to such  professional  advisors,
potential manufacturers and suppliers, accountants, or employees of or  retained
by  such  party for the purposes of carrying out such party's duties under  this
Agreement  or  as  may  be  required by law; provided, however,  that  (i)  such
disclosure  is  limited only to those individuals whose  duties  to  such  party
justify  their  need to review such Confidential Information;  (ii)  such  party
informs such persons of the confidentiality of the Confidential Information, and
they  agree  to maintain such confidentiality, limit disclosure as  provided  in
this  Agreement, and to restrict their use thereof solely for the above purpose;
and (iii) such party remains liable for any breach of any such agreement by such
person;

           (c)  Upon the termination of this Agreement for any cause whatsoever,
each party to this Agreement, upon written demand, shall immediately return  all
Confidential  Information  in  its possession to the  other,  all  materials  or
devices  in  the  possession of such party or its Affiliates or  Representatives
embodying  or setting forth any Confidential Information furnished by the  other
party,  and  all  copies,  notes  or extracts of  any  Confidential  Information
furnished by such other party;

           (d)  Any analyses, compilations, studies or other documents which may
be  prepared  for internal use by or on behalf of a party to this  Agreement  or
third  parties  to  which disclosure may be authorized, and  which  reflect  any
Confidential  Information furnished by the other party, will be  used  and  kept
confidential   by  such  party  and  such  third  parties  in  accordance   with
subparagraphs (a) and (b) above of this Paragraph 9, shall not be used  by  such
party  or  third party in any way detrimental to the other party, and  shall  be
delivered  to  the  other party pursuant to the provisions of  subparagraph  (c)
above of this Paragraph 9;

           (e)   Licensee agrees that neither it nor any of its Affiliates will,
without the prior written consent of Licensor, employ, or attempt to employ,  or
contract  for  services, Hal Greenberg or William Clack, who have a relationship
with Licensor in connection with the development of the Invention;

           (f)  In the event either party to this Agreement shall breach any  of
its obligations set forth in this Paragraph 9, the parties hereby agree that  in
addition to any other legal and equitable remedies available to the other party,
including  the  right,  if  any,  to  seek  damages  and  the  right   to   seek
indemnification  pursuant to the provisions of Paragraph  12  below,  the  other
party shall be entitled to injunctive relief to prevent any such breach by  such
party.

           (g)   Disclosure of Confidential Information by Licensor in a  patent
application or by Licensee in a patent application which Licensee is entitled to
file  as  provided in subparagraph 5(b) or 5(c) shall not constitute a violation
of this Paragraph 9.

     10.  TERMINATION UPON DEFAULT.

           (a)   Licensor shall be entitled to terminate this Agreement and  the
license  granted hereunder:  (i) upon any failure of Licensee  (A)  to  pay  any
royalties  or  provide a Statement as and when due and (B) to cure such  default
within  fifteen (15) days after receipt of written notice thereof from Licensor;
(ii) upon any material breach by Licensee of the provisions of Paragraphs 7  and
9  above  and the failure to cure such breach within thirty (30) days of receipt
of  written  notice;  (iii) upon the failure by Licensee to  perform  any  other
material term or condition of this Agreement and the failure by Licensee,  after
having  received  written notice of such failure from  Licensor,  to  cure  such
default  within  thirty  (30) days after receipt of  such  notice;  or  (iv)  if
Licensee becomes insolvent, makes an assignment for the benefit of creditors, or
seeks  the  protection of any bankruptcy or similar statute governing creditors'
rights, or a supervisory agent, conservator, liquidator or receiver is appointed
for Licensee, or for any significant portion of the assets of Licensee.

           (b)   Licensee shall be entitled to terminate this Agreement and  the
license  granted hereunder upon the failure by Licensor to perform any  material
term  or  condition of this Agreement and the failure by Licensor, after  having
received  written  notice of such failure from Licensee, to  cure  such  default
within thirty (30) days after receipt of such notice.

     11.  OTHER TERMINATION.

           (a)   Subject  to the following provisions of this subparagraph  (a),
Licensor may terminate this Agreement by written notice to Licensee within sixty
(60)  days  after receipt of the last quarterly statement due for  the  calendar
year in question, if the royalties timely paid to Licensor pursuant to Paragraph
6  for  any  of the calendar years 1997, 1998 and 1999 are less than  a  minimum
royalty  amount of [redacted], or if the  royalties
timely paid to Licensor pursuant to Paragraph 6 for any subsequent calendar year
are less than a minimum royalty amount of[redacted].  For
purposes of the preceding sentence, any royalties paid for 1996 shall be treated
as if paid in 1997.  Such termination shall not be effective if Licensee pays to
Licensor  the  amount  of  the deficiency in royalties  ("Maintenance  Payment")
within  fifteen  (15)  days  after such notice of  termination  is  given.   The
Maintenance  Payment shall constitute compensation to Licensor for  continuation
of  this  Agreement and shall not be credited against any royalties subsequently
becoming  due hereunder.  The Initial Advance shall not be credited against  any
Maintenance Payment.

           (b)   Licensee  may  terminate this Agreement by  written  notice  to
Licensor  within sixty (60) days after the occurrence of either of the following
events:   (i)  failure of Licensee to achieve a level of sales in  any  calendar
year sufficient to meet the minimum royalty amount for that year as set forth in
subparagraph  11(a), or (ii) the abandonment of the patent application  referred
to  in  the  first  sentence  of subparagraph 5(a)  and  all  divisional  patent
applications,  continuation patent applications and continuation-in-part  patent
applications, all of which shall have been filed in good faith, without  further
action on the part of Licensor, or (iii) a material misrepresentation or willful
omission  by  Licensor  which  has  a material  adverse  financial  impact  upon
Licensee.

           (c)   Termination  pursuant to this Paragraph 11 shall  be  effective
sixty (60) days after notice of termination is given.

     12.  INDEMNIFICATION, INTEREST, TERMINATION AND SURVIVAL.

           (a)   INDEMNIFICATION.  Each of the parties (the  "Indemnitor")  does
hereby  agree  to indemnify and hold harmless the other party (the "Indemnitee")
against all damages, costs and expenses (including without limitation reasonable
attorney fees) incurred by the Indemnitee as a result of the Indemnitor's breach
of any of its obligations under this Agreement.

           (b)   INTEREST.  In the event that Licensee shall fail  to  make  any
payment hereunder when due, or in the event that an audit conducted pursuant  to
Paragraph  6  shows  that  royalties have been  underpaid,  Licensee  shall  pay
Licensor,  in addition to the payments and royalties which are due, interest  on
such  amounts  which are due hereunder, from the date such payment or  royalties
came  due hereunder, equal to the lesser of: the prime rate as announced in  the
Wall  Street Journal from time to time (or if such rate is no longer  published,
at  a  corresponding  index rate), plus four per cent (4%)  per  annum;  or  the
highest interest rate which may lawfully be charged.

           (c)  TERMINATION.  Upon termination of this Agreement, Licensee shall
cease all use of any Designated Trademarks, the Invention, the Patent Rights and
all  Confidential  Information subsumed therein, except to  the  limited  extent
provided in subparagraph 6(g).

            (d)    SURVIVAL.   All  obligations  of  the  parties   under   this
Paragraph  12, and Paragraphs 6, 7 and 9 shall survive the termination  of  this
Agreement.

      13.   NEW PRODUCT NOTICE AND APPROVAL.  Licensee shall notify Licensor  of
each  new  product  using the Invention, the Patent Rights and any  Confidential
Information  subsumed therein and provide the Licensor with a production  sample
of  each such product.  Licensor reserves the right to evaluate and approve each
such product, which approval shall not be unreasonably withheld.  The evaluation
shall   be  of  function,  design  (other  than  cosmetic),  durability,   sonic
performance   and  other  factors  considered  necessary  to  maintain   product
differentiation and quality.  Licensor agrees to complete its evaluation of each
new  product  and  advise  Licensee in writing of  its  conclusion  relating  to
acceptability  for distribution within 14 days of receipt of  each  new  product
sample.

     14.  WARRANTIES, REPRESENTATIONS AND COVENANTS.

           (a)   Licensor  warrants and represents that: (i)  it  is  a  limited
liability company organized under the laws of the State of Michigan; (ii) it has
the requisite power and authority to enter into this Agreement and carry out the
transactions contemplated herein; (iii) this Agreement constitutes a  valid  and
binding  obligation of the Licensor; and (iv) it believes that the Invention  is
novel  or  contains novel elements, (v) to the best of its knowledge it  is  the
sole  owner of the Invention, and (vi) it is the sole owner of all right,  title
and  interest in and to the patent application referred to in the first sentence
of  subparagraph 5(a); provided, however, nothing set forth herein  or  in  this
Agreement  shall  be  deemed to constitute a warranty or representation  by  the
Licensor that the Invention is patentable or that the manufacture, use  or  sale
of  the Invention or any device incorporating any Confidential Information  does
not infringe upon the patent rights or other rights of any other party;

           (b)   Licensee warrants, represents and covenants: (i) that it  is  a
corporation duly organized under the laws of the State of Delaware, and is  duly
qualified  and in good standing in every jurisdiction in which its  business  so
requires and will continue to be so qualified during the term of this Agreement;
(ii)  that the execution, delivery and performance of this Agreement are  within
its  corporate powers; (iii) that this Agreement constitutes a valid and binding
obligation of the Licensee; (iv) that while this Agreement remains in effect  it
will  use all reasonable efforts to advertise, promote and market the Invention,
although  nothing  contained  herein shall  prevent  Licensee  from  dealing  in
products  competitive  with the Invention; (v) and  that  it  will  assume  full
responsibility for all expenses associated with claims, damages and  recalls  of
any  and  all kinds arising from any defect, or alleged defect, with respect  to
the  manufacturer of the Invention or any Unit or any defect, or alleged defect,
in materials or workmanship relating to the Invention or any Unit.

      15.   INFRINGEMENT.   Either  party shall have  the  right,  but  not  the
obligation,  while this Agreement remains in effect, to institute and  prosecute
actions, at its sole cost and expense, for the infringement of Patent Rights, of
rights  in  the  Designated  Trademarks or of other Proprietorship  rights  with
respect to the Invention or any Confidential Information; provided, however, the
other  party shall fully cooperate, at no cost to it, in the prosecution of  any
such  infringement action.  If both parties wish to pursue an infringement claim
they  will  jointly prosecute such claim and each shall bear its own costs  with
respect  thereto.   Any  recovery  from an infringement  action,  or  settlement
thereof, shall be applied first to reimburse the parties for the costs they have
incurred  in  prosecuting such action, and then shall be allocated  between  the
parties  in  proportion  to  the losses suffered  by  them  by  reason  of  such
infringement.

      16.   PATENT  MARKINGS.  Upon the filing of one or more  applications  for
United  States or foreign Letters Patents covering some aspect of the  Invention
or  the  Confidential Information, and upon the issuance of any Letters  Patents
therefrom,  Licensee agrees to mark all Units manufactured or sold by  it  under
this Agreement with appropriate patent markings as permitted or required by  the
countries in which such Units are sold, or as specified in writing by Licensor.

      17.   TECHNICAL  SUPPORT.  Until December 31, 1996,  Licensor  shall  make
Jerome  E.  Ruzicka  available to Licensee to consult with Licensee  and  answer
questions  relating to the Invention.  Such consultation shall be for reasonable
periods  of  time  during regular business hours.  Such  consultation  shall  be
without  charge  to  Licensee  if  performed  through  telephone  and  facsimile
communication.  Such individual shall also be available for limited  periods  of
on-site  consultation  at  locations within  the  United  States  designated  by
Licensee.   Licensee  shall  reimburse Licensor and such  individual  all  their
reasonable  out-of-pocket expenses incurred in connection  with  such  services,
including  (but  not limited to) the reasonable cost of travel and  lodging  and
meals  while traveling or providing on-site consultation.  Such individual shall
not  be required to consult for more than thirty (30) hours per month for August
and  September,  1996, or for more than twenty (20) hours per month  thereafter.
This  Paragraph  does  not  obligate Licensor to furnish  the  services  of  any
individual other than Jerome E. Ruzicka or to provide the services of any  third
party.

     18.  NOTICE.  Any notice or demand required or authorized to be given under
the terms of this Agreement shall be sent by facsimile transmission, courier  or
certified mail, return receipt requested and postage prepaid, to the other party
at  its  address set forth below.  Notice or demand shall be deemed received  on
the date received in the case of a facsimile transmission, on the date delivered
in  the  case of a courier, or if by mail, on the date indicated on  the  return
receipt  or,  in  the  absence of any such date, on the  date  such  notice  was
actually  received.   Receipt  by  the  sender  of  electronic  confirmation  of
transmission  shall  be  conclusive evidence that a facsimile  transmission  was
received.  Any notice or demand required in this Agreement shall be addressed as
follows:

          (a)  To the Licensor:    REP Investment Limited Liability Company
                                   2757 44th Street, S.W., Suite 306
                                   Grand Rapids, Michigan 49509
                                   Attn:  Ronald L. Piasecki
                                   Fax No. (616) 531-9141

              With  a  copy to:   Jaffe, Raitt, Heuer & Weiss Professional
                                     Corporation
                                  One Woodward Avenue
                                  Suite 2400
                                  Detroit,
                                  Michigan 48226
                                  Attn:  Joel J. Morris
                                  Fax  No. (313) 961-8358

          (b)  To the Licensee:   Emerson Radio Corp.
                                  9 Entin Road
                                  P.O. Box 430
                                  Parsippany, New Jersey 07054-0430
                                  Attn:  Legal Department
                                  Fax No. (201) 428-2022

               With a copy to:    Wolff & Samson
                                  5  Becker Farm Road
                                  Roseland,  New Jersey 07068
                                  Attn:  Jeffrey M. Davis, Esq.
                                  Fax No. (201) 740-1407

      The  foregoing addresses and telephone numbers may be changed  by  written
notice.

      19.   GOVERNING LAW AND ARBITRATION.  This Agreement shall be governed  by
the  laws of the State of Delaware.  Any controversy or claim arising out of  or
relating  to  this Agreement or the breach thereof shall be settled  by  binding
arbitration   in   Wilmington,  Delaware  in  accordance  with  the   commercial
arbitration  rules of the American Arbitration Association, and a judgment  upon
the  award  rendered  by the arbitrator(s) may be entered in  any  court  having
jurisdiction thereof.

     20.  MISCELLANEOUS.

           (a)  COUNTERPARTS.  This Agreement may be executed simultaneously  in
two (2) or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

           (b)   HEADINGS.  The headings in the Paragraphs and subparagraphs  of
this Agreement are inserted for convenience only and shall not constitute a part
hereof.

           (c)  INVALIDITY OF ANY PROVISION.  If any provision of this Agreement
is  declared  illegal, invalid or unenforceable, the other  provisions  of  this
Agreement shall not be affected but shall remain in full force and effect.

           (d)   AMENDMENT.   No  provision of this Agreement  may  be  amended,
modified,  supplemented, changed, waived, discharged or terminated  unless  each
party hereto consents in writing.

          (e)  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure  to  the  benefit  of  the parties hereto and their  respective  permitted
successors  and  assigns.  Licensor may assign any of its rights or  obligations
hereunder without the consent or approval of Licensee.  Licensee may not  assign
any  of  its  rights or obligations under this Agreement, whether  by  contract,
consolidation,  sale  of  all  or substantially all  of  its  assets,  or  other
corporate  reorganization of such party, without the prior  written  consent  of
Licensor,  which will not be unreasonably withheld, and any attempted assignment
without such consent shall be null and void and without any effect whatsoever.

          (f)  NO THIRD-PARTY BENEFICIARIES.  This Agreement is for the sole and
exclusive  benefit  of the parties hereto.  Nothing in this Agreement  shall  be
construed  to  grant  to  any person other than the  parties  hereto  and  their
respective permitted successors and permitted assigns any right, remedy or claim
hereunder.

           (g)   ENTIRE AGREEMENT.  This Agreement embodies the entire agreement
between  the parties, supersedes all prior agreements and understandings related
to  the  subject  matter  of  this  Agreement.   There  are  no  understandings,
agreements, representations or warranties, express or implied, oral or  written,
other than those set forth in this Agreement.

           (h)   NO  WAIVER.  No failure or delay on the part of  any  party  in
exercising any right, power or privilege under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power  or
privilege  hereunder  preclude  any other or further  exercise  thereof  or  the
exercise of any other right, power or privilege.  No course of dealing  a  party
shall prevent such party from exercising any of the rights provided for it under
this  Agreement or by applicable law.  The rights and remedies provided in  this
Agreement are cumulative and not exclusive of any rights or remedies provided by
law.

           (i)   RELATIONSHIP  OF PARTIES.  The parties hereto  are  independent
contractors and neither party shall be deemed to act as agent, representative or
partner of the other party in any manner or for any purpose.  The obligations of
the entities comprising Licensee shall be joint and several.

           (j)   FORCE MAJEURE.  Neither party to this Agreement shall have  any
liability to the other by reason of any failure or delay in performance  of  any
provision of this Agreement if and to the extent that such failure or  delay  is
due  to  acts  of  God  or  a public enemy, war, civil  unrest  sabotage,  labor
disputes,  natural disasters such as storms, cyclones, earthquakes, tidal  waves
floods, destruction by lightning, explosions, fires, breakdowns in factories, or
the  acts,  rules  regulations, orders or directives of  any  governmental  body
(including any agency or subdivision thereof), or any similar occurrence  (other
than  financial) beyond the reasonable control of the party failing or  delaying
to  perform.  A party seeking relief under this subparagraph shall, as  soon  as
practicable  after  the impediment and its effects upon its ability  to  perform
become  known to it, give notice to the other party of such impediment  and  its
effects  on its ability to perform.  Notice shall also be given when the  ground
for  relief  ceases.  Upon the giving of such notice, and during the continuance
of  such  impediment and for a reasonable period thereafter,  this  subparagraph
shall  relieve  the failing party from damages, penalties and other  contractual
sanctions  (other than interest on delayed payments, if any).  If the impediment
continues for a period in excess of one hundred twenty (120) days, either  party
may  terminate this Agreement in whole and not in part, by written notice to the
other.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.

                              REP INVESTMENT LIMITED LIABILITY COMPANY

                              By:   /s/ Ronald L. Piasecki
                                   Ronald L. Piasecki
                              Its: Manager


                              EMERSON RADIO CORP.

                              By:   /s/ Eugene I. Davis
                                   Eugene I. Davis
                              Its: President




                           EXHIBIT A

                       Form of Statement

                   [To be mutually agreed upon]




                          EXHIBIT B

                          Emerson Mark