EMERSON RADIO CORP.
                                  9 Entin Road
                                  P.O. Box 430
                       Parsippany, New Jersey  07054-0430
                                 (201) 854-5800
                                        



                                   January 29, 1996
                                        
                            PERSONAL AND CONFIDENTIAL
                                        
Via Telecopy (201) 825-8006

Mr. Marino Andriani
238 East Saddle River Road
Saddle River, New Jersey  07458

          Re:  Employment by Emerson Radio Corp. Subsidiary

Dear Marino:

      Geoff  and  I  are very pleased about your desire to rejoin  our  team  at
Emerson  Radio  Corp. ("Emerson Radio").  You will  join Emerson  Radio,  on  or
before  February  19, 1996, as the President of a subsidiary  of  Emerson  Radio
Corp., Emerson Radio Consumer Products Corp., or a similarly-named Emerson Radio
Corp.  subsidiary.  Your duties will involve sales and marketing of all  Emerson
Radio  branded  products,  except  for such products  which  Emerson  Radio  has
licensed  to others.  In furtherance of such duties, you will have the authority
to  control  and  manage  all sales and marketing personnel  and  activities  of
Emerson  Radio  branded  products  as indicated  in  the  immediately  preceding
sentence,  subject  only  to  Emerson  Radio  corporate  budget  procedures  and
restrictions.   You  shall  report only to the  Chairman  of  the  Board,  Chief
Executive Officer, and President of Emerson Radio.

       Emerson  Radio,  through  the  newly-formed  subsidiary,  initially  will
compensate you on the following basis:  (i) an annual salary of $385,000; (ii) a
bonus,  if  any,  based on the standard bonus formula utilized  for  the  senior
executives of Emerson Radio; (iii) the standard automobile allowance for Emerson
Radio  executives  of $700 per month; (iv) subject to Emerson  Radio's  standard
corporate  policies,  the  standard benefits and  insurance  made  available  to
executives  of Emerson Radio; (v) four-weeks paid vacation per annum;  and  (vi)
the  grant  of  options to purchase 75,000 shares of Emerson Radio Corp.  Common
Stock  at  fair market value on the date of grant, with the standard  three-year
vesting  schedule,  under and in accordance with the Emerson Radio  Corp.  Stock
Compensation Program.

      Your  employment as described in this letter is solely  on  an  "at  will"
basis,  not subject to a specific employment agreement, and subject to  standard
Emerson  Radio  corporate policies.  However, if Emerson Radio  terminates  your
employment  other than for Cause, you will be entitled to receive, as liquidated
damages  and in lieu of any other damages you might otherwise be able to  claim,
an  amount to one-year's base salary as set forth above, payable over such  one-
year  period in accordance with standard Emerson Radio salary payment practices.
If terminated for Cause, you will not be entitled to any further compensation or
benefits (except as required by law) from Emerson Radio, but will remain subject
to Emerson Radio's Confidentiality and Non-Solicitation Policies.

      Again,  I  want to stress how pleased Geoff and I are about your rejoining
Emerson  Radio.   Please  indicate your understanding and  acceptance  of  these
employment conditions by signing the space provided below and returning a signed
copy of this letter to my attention.

                              Very truly yours,

                              Emerson Radio Corp.

                              /s/ Eugene I. Davis

                              Eugene I. Davis
                              President
AGREED, UNDERSTOOD,
AND ACCEPTED



By:       /s/ Marino Andriani
         Marino Andriani

Date:                      1/29/95



cc:  Geoffrey P. Jurick