LICENSE AGREEMENT

     This  Agreement,  dated  effective  as of January  1, 2001 (the  "Effective
Date"),  is by and between  EMERSON  RADIO  CORP.  (hereinafter  "Licensor"),  a
Delaware corporation, having a place of business at Nine Entin Road, Parsippany,
New Jersey 07054, and FUNAI CORPORATION, INC., a New Jersey corporation,  having
a place of business at 100 North  Street,  Teterboro,  New Jersey  07608 and its
Affiliates, as defined herein (hereinafter "Licensee").

     Licensor,  directly  and  through  affiliates,  distributes  a  variety  of
consumer   electronics  products  and  microwave  ovens  in  numerous  countries
throughout the world. Licensor is the owner of a certain valuable and well-known
trademark  as  specifically  set forth on Exhibit A (I)  ("Trademark"),  and the
goodwill associated therewith;

     Licensee desires to obtain a license of Licensor's  Trademark in connection
with the  manufacturing,  marketing,  sale and  distribution of certain consumer
electronics  and other  products  as  specifically  set forth on Exhibit A (II),
together  with  replacement  parts  which may bear the  Trademark  (collectively
referred to herein as the "Goods");  Licensee  desires to sell the Goods bearing
the Trademark in the fifty United  States,  Washington,  D.C. and Canada as they
presently  exist  ("Territory")  and use  Licensor's  Trademark  in  conjunction
therewith;

     Licensor is agreeable to license the use of its  Trademark  with respect to
the manufacturing,  marketing, distribution and sale of the Goods by Licensee in
the Territory, subject to the terms and conditions of this Agreement.

     In  consideration  of the  foregoing  premises  and the  mutual  agreements
contained herein, the following is agreed to:

1.   DEFINITIONS

     1.1  "Affiliate"  means a person  or entity  who  directly,  or  indirectly
through one or more  intermediaries,  controls or is  controlled  by or is under
common  control,  by  ownership  or  ability  to  influence  management,  with a
specified person or entity.

     1.2  "Confidential  Information"  means  any  and  all  information,  data,
specifications,  customer lists,  products and services  information,  sales and
marketing  information,  vendor data, and information regarding either Licensor,
Licensee  or  their  respective  Affiliates  (collectively,  the  "Information")
except: (a) Information which at the time of disclosure is in the public domain;
(b) Information which, after disclosure, through no fault of the party receiving
same,  is  published  or  otherwise  becomes  part  of the  public  domain;  (c)
Information  which the  receiving  party  can  document  as  having  been in its
possession  prior to the time of  disclosure  to it by the  other  party;  or d)
Information which the receiving party can document as having been received by it
on a non-confidential basis from a third party.

     1.3 "Contract  Year" means,  (i) as to the first  Contract Year, the period
<PAGE>

commencing  on the Effective  Date of this  Agreement and ending on December 31,
2001;  and (ii) each  immediately  subsequent  full year during the term of this
Agreement commencing January 1.

     1.4 "Contract  Quarter" means each calendar  quarter or part thereof within
each Contract Year.

     1.5  "Sale"  means  sale,  lease,  rental,  transfer,   exchange  or  other
disposition  of the Goods by  Licensee.  A Sale will be deemed to have  occurred
when the Goods are shipped or are invoiced whichever occurs first.

2.   GRANT

     Subject to the terms and  conditions  of this  Agreement,  Licensor  hereby
grants to  Licensee  an  exclusive  (to the  extent  contemplated  by Section 8)
non-transferable  license to utilize the Trademark solely upon and in connection
with the  manufacturing,  sale,  marketing and  distribution of the Goods in the
Territory.  Licensee shall not use the Trademark,  or purport to give consent to
the use of the  Trademark,  in any manner or on any product,  items or services,
except as  specifically  set forth in this  Agreement.  The  Goods  bearing  the
Trademark shall not, directly or indirectly, be distributed,  sold, or otherwise
transferred  or disposed of outside of the Territory by the  Licensee.  Licensee
shall inform its customers and  distributors in writing that the Goods cannot be
distributed,  sold or otherwise  disposed of outside of the Territory.  Licensee
shall not sell the Goods to any  customer or  distributor  that may  distribute,
sell or  otherwise  dispose  of the Goods  outside  of the  Territory.  However,
Licensor  acknowledges  that it is aware that Wal-Mart  Stores,  Inc.  maintains
facilities  in Puerto Rico to which  Goods sold by Licensee to Wal-Mart  Stores,
Inc.  in the United  States  may be  transferred  from time to time by  Wal-Mart
Stores,  Inc.  and agrees  that sales of any such  Goods by  Wal-Mart  stores in
Puerto Rico shall not be considered a breach of this Agreement.  Notwithstanding
the above and any  termination  of this  Agreement as set forth in Section 9, if
Goods are sold or otherwise  disposed  outside of the  Territory,  Royalties (as
hereafter  defined)  shall be due on any and all such  sales of Goods.  Under no
circumstances  shall Licensee sell the Goods on line over the Internet  directly
or indirectly without Licensor's prior written consent.

3.   TERM

     Subject to the earlier  expiration  or  termination  of this  Agreement  as
provided in Section 9 or otherwise herein,  this Agreement shall be effective as
of the  Effective  Date and expire as of the close of business  on December  31,
2003 (the "Term"), subject to renewal for successive three-year periods provided
(i)  Licensee  has paid to Licensor  all  Royalties  and Minimum  Royalties  (as
hereinafter  defined)  payable for each Contract Year as set forth herein,  (ii)
Licensee has satisfied  and/or complied with all of its  obligations  hereunder,
and (iii) the parties mutually agree in writing as to the minimum  royalties and
gross sales  projections.  Each successive  renewal period shall  hereinafter be
referred  to as a  "Renewal  Term."  "Initial  Term" and  "Renewal  Term"  shall
collectively be referred to as the "Term."
<PAGE>

4.   GOODS

     4.1 Licensee shall  maintain and comply with the quality  standards for the
Goods as set forth in Exhibit B.  Licensee  shall,  promptly  after its  initial
commercial  production of the Goods (or earlier,  if available,  but in no event
later than thirty (30) days prior to Licensee's  first sale of any of the Goods)
deliver to Licensor  (without cost to Licensor) at its facilities in Parsippany,
New Jersey,  U.S.A.,  or such other  location  designated  by Licensor,  two (2)
representative  samples of each model of the Goods bearing the Trademark as well
as the related packaging,  advertising, labels, promotional or any other printed
material used in conjunction with the sale of the Goods.  Licensor,  at its sole
discretion,  may  disapprove  of the  use of any  of  the  Goods  or  associated
material,  the quality of which is not consistent with the quality standards set
forth in this Section 4 or Goods or  materials  which fail to comply with proper
usage of the Trademark as defined in this Agreement.  Licensor's  approval shall
be deemed given if Licensor does not notify  Licensee of Licensor's  disapproval
of any Goods or associated material within 15 days after receipt of same.

     4.2 If the quality  standards  are not being  maintained at any time during
the Term or the Termination Period (as hereinafter  defined),  then upon written
notice  from  Licensor,  Licensee  shall  immediately  discontinue  the sale and
distribution  of the  Goods or any  associated  material  that do not meet  said
quality  standards.  Any Goods that are  defective,  dangerous or fall below the
quality  standards  shall  immediately be removed from sale and if already sold,
recalled.  Goods, in inventory or elsewhere, not meeting quality standards shall
not be  distributed  or sold.  Licensee  shall take the above actions at its own
expense.

     4.3  Licensee  shall  ensure that the manner of sale,  distribution  and/or
exploitation by Licensee shall in no manner reflect adversely upon the good name
or value of Licensor or of the Trademark.

     4.4 Licensee shall comply at its sole cost with all applicable  laws, rules
and  regulations  relating to the  manufacture,  use, sale,  import,  export and
distribution of the Goods  throughout the Territory  (and, if applicable,  where
the Goods are manufactured), whether foreign, federal, state or local, including
but not limited to those of the FCC,  Underwriters  Laboratory  and CSA, and any
patent and other  licenses  and pay any such fees  applicable  to the Goods,  as
required.  Licensee  shall  provide  Licensor  with  copies  of  any  approvals,
registrations,  permits or licenses. In any license, registration or request for
government or regulatory approval,  Licensor shall be identified as the owner of
the Trademark.

     4.5 All of the Goods,  and all  advertising,  promotion,  packaging  or any
written  material  distributed  by or through  Licensee will,  unless  otherwise
specifically agreed to in writing by Licensor, bear the following legend:

     "EMERSON AND THE G-CLEF LOGO ARE REGISTERED TRADEMARKS OF EMERSON RADIO
                     CORP., PARSIPPANY, NEW JERSEY, U.S.A."

<PAGE>

     4.6 In all cases  where  Licensee  desires  artwork  involving  Goods to be
prepared, the cost of such artwork and the time for the production thereof shall
be borne by Licensee.  All artwork and designs  involving the Trademark,  or any
reproduction thereof, shall be and remain the property of Licensor.

5.   ROYALTIES

     5.1(a)  Licensee  shall pay to Licensor as  royalties  ("Royalties")  a sum
equal to the royalty  rate for the Goods as set forth on Exhibit A (III)  hereto
multiplied by the "net sales price" of the Goods directly or indirectly  sold by
Licensee for each particular category of Goods. The term "net sales price" shall
mean the invoice price of the applicable  Goods [as translated into U.S. Dollars
using an average monthly exchange rate for the applicable Contract Quarter based
upon the  exchange  rate as listed in the New York  Edition  of The Wall  Street
Journal],  less any actual,  documented per-unit  adjustments for 1.) returns of
Goods from Licensee's  customers  ("Returns") and 2.) prepaid  domestic  freight
charges   (if    separately    billed   or    separately    itemized   on   such
invoices)(hereinafter,  collectively referred to as "per-unit adjustments"). The
parties  acknowledge that Licensee does sometimes sell a Good to a customer at a
price which thereafter is lowered due to mutual  agreement  between Licensee and
the customer as a result of declining industry prices for any such Good. In such
case, the parties hereto agree that,  notwithstanding  the invoice price for any
such Good, the  determination  of the "net sales price" (as such term is defined
in this  Agreement") for any such Good shall be based on the actual,  documented
price  paid  for  such  Good to  Licensee  by  Licensee's  customer  after  such
retroactive  price  reduction  has  taken  place  ("invoice  price  adjustment")
(hereinafter,  included in the references to "per unit  adjustments").  The "net
sales price" for actual,  documented  demonstration models of Goods requested by
and provided to customers without charge ("Demonstration  Models") shall be zero
and no earned royalty shall be payable thereon,  provided,  however, that in any
month the aggregate current fair market sales price of all Demonstration  Models
shall not exceed one-half percent (.5%) of the total net sales of Goods for that
month.

     (b)  Licensee  shall be  required  to pay  certain  non-refundable  minimum
royalties   for  each  Contract  Year  as  set  forth  on  Exhibit  C  ("Minimum
Royalties"). Such payments shall be creditable towards any Royalties that become
due in accordance  with this Section for such Contract Year. No such credits may
be carried over to any subsequent Contract Year.

     (c) All costs and expenses incurred in the manufacture,  sale, distribution
or exploitation of the Goods, or otherwise incurred by Licensee,  and all taxes,
duties,  levies and  assessments,  including  sales,  value added and use taxes,
pertaining to the manufacture,  sale, distribution or exploitation of the Goods,
except for taxes on the net income  realized by Licensor  under this  Agreement,
shall be paid by  Licensee.  No such costs,  expenses or taxes shall be deducted
from,  or  diminish  in any way, or result in the  reduction  of, any  Royalties
payable to Licensor.

<PAGE>

     5.2 If any Goods are sold at a special  reduced  price to any of Licensee's
Affiliates,  officers, directors,  employees,  representatives,  agents or major
stockholders, the Royalty paid on such sales shall be based upon the average net
sales price charged third party customers  during the Contract  Quarter in which
such sale is made.

     5.3 Royalties shall accrue for all sales made during each Contract Quarter,
and shall be due on the 30th day of the month following the end of such Contract
Quarter  with the final  quarterly  payment  due within  thirty (30) days of the
expiration or termination  date of this  Agreement.  Payment of Royalties  shall
accompany the quarterly statements required by Section 5.4 below. The acceptance
by Licensor of any of the statements  furnished pursuant to this Agreement or of
any Royalties paid hereunder  shall not preclude  Licensor from  questioning the
accuracy thereof at any time during the Term or within three (3) years after the
termination or expiration of this Agreement.

     5.4 Within thirty (30) days after each  Contract  Quarter,  Licensee  shall
furnish to Licensor  complete and accurate  statements  in the form  attached as
Exhibit D,  certified to be accurate by Licensee,  describing  for that Contract
Quarter a.) the Goods,  including product  category/model  number/invoice price,
distributed and/or sold by Licensee,  b.) the per-unit  adjustments as set forth
in this Section 5 for such Goods,  c.) the Net Sales Price of such Goods and d.)
the Royalty  payable by  Licensee.  Statements  shall be  furnished  to Licensor
whether or not any Goods have been sold during the Contract Quarter in question.
On an annual basis,  within 60 days after the close of  Licensee's  fiscal year,
Licensee will provide Licensor with Licensee's financial statements,  audited by
the regularly retained independent  chartered or certified public accountants of
Licensee,   and  prepared  in  accordance  with  generally  accepted  accounting
principles,  consistently applied. Within 60 days after the end of each Contract
Year, Licensee shall furnish to Licensor an Annual Royalty Statement in the form
annexed as Exhibit D,  certified to be accurate by an  independent  chartered or
certified public accounting firm.

     5.5  Licensee  shall keep,  maintain  and preserve all books of account and
records  relating to the  license  hereby  granted,  and  Licensor  and its duly
authorized representatives shall have the unqualified right during each Contract
Year, upon reasonable  notice, to conduct two (2) examinations of such books and
records.  The  examination  shall take place at reasonable  hours without unduly
disturbing  Licensee's business  operations,  to examine,  copy and extract said
books of account and records and of all other  documents  and  materials  in the
possession or under the control of Licensee  with respect to the subject  matter
and terms of this  Agreement.  The books of account  and  records  shall be made
available for inspection by Licensor for three (3) years after the expiration or
termination of this Agreement.  If Licensor's  duly  authorized  representatives
shall  discover  an  underpayment  of 5% or more,  in addition to payment of the
underpayment  as set forth in this Section,  Licensee  shall pay to Licensor the
cost of such examination.

     5.6 Royalties found to be due as a result of Licensor's  examination of (a)
any statement  provided  pursuant to Paragraph 5.4 above or (b) Licensee's books
of accounts and records, shall be paid immediately in good funds.

<PAGE>

     5.7 Any and all late payments of Royalties and Minimum Royalties shall bear
interest,  commencing  on the date  originally  due and  payable,  at an  annual
interest  rate equal to the prime rate as listed in the New York  Edition of The
Wall Street Journal, plus five percent (5%).

6.   LICENSOR'S TRADEMARK RIGHTS; LIMITATION OF USE AND AUTHORITY

     6.1 Licensor warrants,  and Licensee acknowledges and agrees, that Licensor
holds all right,  title and  ownership in and to the Trademark to be used on the
Goods in the Territory and the goodwill appurtenant thereto. Licensee recognizes
the great value to Licensor of the goodwill  associated  with the  Trademark and
that the  Trademark  has a  secondary  meaning in the mind of the  public.  This
Agreement does not grant  Licensee any right of ownership,  title or interest in
the  Trademark,  nor  authorize  Licensee  to use the  Trademark  except for the
purposes set forth in this  Agreement.  Licensee  acknowledges  that it does not
have and has not  acquired  any rights in or to the  Trademark,  product  names,
likenesses  or any  derivations  of the  foregoing.  The  Trademark,  all rights
therein and use thereof, and the goodwill pertaining thereto,  whether developed
by the  Licensor  or the  Licensee,  shall  inure to the  benefit  of and be the
exclusive property of Licensor. If applicable, Licensee shall assign to Licensor
the Trademark and any incidental  rights  created by its use,  together with any
goodwill and shall  execute and deliver to Licensor  such  documents as Licensor
requires to register  Licensee as a registered  or permitted  user  thereof,  in
accordance with any applicable laws,  rules,  requirements or regulations of the
Territory. The Trademark shall be displayed by Licensee,  without alteration, on
all Goods sold by Licensee.  Any copyright  which may be created in any article,
design,  label or the like,  bearing the Trademark shall be subject to the prior
approval  before use, and be the property of Licensor.  Upon  request,  Licensee
shall  provide  Licensor  with all necessary  documents or  information  for the
purpose of perfecting Licensor's title to any Trademark registrations, including
the date of the  first  use in  commerce  of the  Trademark  on the Goods in the
Territory.

     6.2  Neither  Licensee  nor  any  of  its  Affiliates  will,   directly  or
indirectly:

     - sell, manufacture or distribute any goods whatsoever under a mark similar
to the  Trademark.

     - register or attempt to register the Trademark in its own name or the name
of any third party.

     - register or attempt to  register in its name or that of any other  person
or entity affiliated with it any name or mark,  corporate name,  internet domain
name or  domicile,  web  site  or any  other  designation  of any  kind,  in any
language,  which is the same as,  similar to or a  derivative  of, or  otherwise
utilizing  any portion of the Trademark or trade names of Licensor or any of its
Affiliates.

     - incorporate or form any corporation or use any name which is the same as,
or which is likely to cause  confusion or mistake with,  any  corporate  name of
Licensor or of any of its  Affiliates  or  subsidiaries.

     - re-label  any of the Goods.

     - use any trademark, brand or trade dress which is the same as, or which is
likely to cause confusion or mistake with any trademark, brand or trade dress of
Licensor.

<PAGE>

7.   TRADEMARK INFRINGEMENT; INDEPENDENT CONTRACTOR

     7.1 Licensee will notify Licensor promptly of any of the following that may
come to Licensee's knowledge:

     (a) Any alleged  infringement  by Licensor or Licensee of the rights of any
third parties  arising out of the activities  undertaken in connection with this
Agreement;

     (b) Any alleged infringement of the Trademark of Licensor; or

     (c) Any other factors or events which  reasonably may be expected to have a
material  adverse effect on the promotion of the Goods under the Trademark or on
Licensor's rights and interests in the Trademark.

     7.2 Pursuant to its warranty in Paragraph  6.1 herein that  Licensor  holds
all right,  title,  and  ownership,  in and to the  Trademarks to be used on the
Goods in the  Territory,  Licensor  warrants  and  represents  to Licensee  that
Licensee's use of said Trademarks on the Goods in the Territory and the sales of
such Goods in the  Territory  with said  Trademarks  affixed,  in the manner set
forth in this  Agreement,  shall not violate the  trademark  rights of any third
party. Licensor agrees to defend, in its sole discretion, and indemnify Licensee
for all costs and damages  reasonably  incurred by Licensee  (including  but not
limited to its  reasonable  attorneys'  fees)  should any third party claim that
such use by Licensee  violates the trademark  rights of such third party. In the
event Licensor  fails to take any action to defend  Licensee from any such claim
within fifteen (15) days of receipt of written  notice from  Licensee,  Licensee
shall have the right to use its own  attorneys  to contest or settle  such claim
but no settlement shall be made without Licensor's prior written approval,  with
all fees,  costs and expenses  reasonably  incurred by Licensee in contesting or
settling such claim (including,  but not limited to, reasonable  attorneys' fees
and the settlement amount) being paid by Licensor.

     7.3  Licensee  shall  utilize its best  efforts to furnish  all  reasonable
assistance,  at Licensor's  request,  to enable Licensor to assert and prosecute
any claims or defend against any action arising in connection with or related to
the  Trademark  and the matters  described in Sections  7.1 and 7.2 above.  Such
assistance  shall  include,  but not be limited to:  monitoring and reporting to
Licensor any improper or unauthorized use of the Trademark,  signing  documents,
giving  testimony,  joining such action and asserting claims with respect to the
licensed Trademark against third parties.  All expenses  reasonably  incurred by
Licensee in furnishing such assistance  (such as, for example,  travel and other
expenses incurred in giving testimony) shall be promptly repaid by Licensor upon
presentation of reasonable proof thereof.  However,  no single expense in excess
of $1000.00 shall be incurred without Licensor's prior written consent.

     7.4  Licensee  shall not use the name or credit of  Licensor  in any manner
whatsoever,  nor  incur  any  obligation  in  Licensor's  name.  Nothing  herein
contained  shall be construed to  constitute  the parties joint  venturers,  nor
shall any similar  relationship be deemed to exist between them.  Nothing herein
contained shall be construed as constituting  Licensee as Licensor's agent or as
authorizing  Licensee to incur financial or other obligations in Licensor's name
without   Licensor's   specific  prior   authorization  in  writing.   Under  no

<PAGE>

circumstances  shall  any  power be  granted,  or be  deemed  to be  granted  to
Licensee,  be deemed to be a power  coupled  with an  interest.  The  rights and
powers  retained by Licensor to supervise or otherwise  intervene in  Licensee's
activities,  all as hereinabove provided,  are retained because of the necessity
of protecting Licensor's copyrights,  Trademark,  properties and property rights
generally,  and  specifically to conserve the goodwill and good name of Licensor
and of the Trademark.

8.   EXCLUSIVITY

     Subject  to the  provisions  set forth in  Section  17.2,  nothing  in this
Agreement  shall be  construed  to prevent  Licensor  from using or granting any
other  licenses for the use of the Trademark or from  utilizing the Trademark in
any manner whatsoever,  except that, as long as Licensee complies with the terms
and  conditions of this  Agreement,  Licensor  shall not use nor grant any other
license of the Trademark  effective during the Term of this Agreement within the
Territory  in  connection  with the sale of the Goods listed in Exhibit A. It is
agreed that, as long as Licensee is in compliance  with the terms and conditions
of this  Agreement,  Licensor  agrees to  defend,  in its sole  discretion,  and
indemnify  Licensee  for all costs and damages  reasonably  incurred by Licensee
(including but not limited to reasonable attorneys' fees) should any third party
claim that during such period of  compliance  by Licensee,  such third party has
been granted a license by Licensor of the Trademark in the Territory  during the
Term hereof in connection  with the sale of such Goods.  Such indemnity shall be
in addition to any other  remedy that  Licensee may have for such breach of this
Agreement.  In the event  Licensor  fails to take any action to defend  Licensee
from any such claim within fifteen (15) days of receipt of written notice of any
such claim from Licensee, Licensee shall have the right to use its own attorneys
to  contest  or  settle  such  claim  but no  settlement  shall be made  without
Licensor's prior written approval,  with all fees, costs and expenses reasonably
incurred by Licensee in contesting or settling  such claim  (including,  but not
limited to, reasonable  attorneys' fees and the settlement amount) being paid by
Licensor.

9.   TERMINATION

     9.1 This  Agreement  shall  immediately  terminate by its own force without
notice from  Licensor  upon the  occurrence  of any one or more of the following
events:  (i) an  assignment  by Licensee  for the benefit of  creditors;  (ii) a
public admission by Licensee of its insolvency; (iii) dissolution of Licensee or
loss of its charter by forfeiture or otherwise; (iv) adjudication of Licensee as
bankrupt or insolvent; (v) appointment of a trustee,  liquidator or receiver for
the Licensee or a material or substantial portion of its assets, subsidiaries or
property; (vi) exercise by any court or governmental agency of jurisdiction over
the property or business of the Licensee or any substantial part thereof;  (vii)
the  commencement  of  any  proceedings  for  the  reorganization,  dissolution,
liquidation  or winding up of the  Licensee;  (viii) the filing by Licensee of a
voluntary  petition in bankruptcy  under any bankruptcy or insolvency law or any
law providing for Licensee's reorganization, dissolution, liquidation or winding
up, or (ix) consent by Licensee to the  appointment  of a receiver or trustee of
itself or of its property or any substantial part thereof.

<PAGE>

     9.2 If Licensee:  (i) without prior written  consent of Licensor  sells, or
permits or has reason to believe a party to whom it sells Goods shall sell,  any
Goods outside the Territory  bearing the  Trademark,  except in cases  involving
sales of the Goods by Wal-Mart  stores in Puerto Rico as provided  for herein in
Paragraph  2; (ii) has  intentionally  or  negligently  rendered  or  renders an
incorrect,  material  representation  or report in  connection  with the  rights
granted to Licensee  hereunder;  (iii) commits intentional or negligent material
damage or omits or fails to take steps  within its power to prevent  such damage
to Licensor's business,  reputation,  vendor relationships,  customers or client
base,  distribution  channels  or  assets  or the  value  of  any of  Licensor's
tradenames,  the Trademark,  service marks, symbols, signs, or other distinctive
marks, or the goodwill  associated  therewith;  (iv) fails to provide  insurance
substantially  in  accordance  with the terms of Exhibit E; (v) fails to pay any
Royalties,  Minimum  Royalties or provide any Royalty  Statement as set forth in
Section 5 when due;  (vi)  registers  or attempts to register in its own name or
the  name of a third  party a  Trademark  or any  other  trademark  owned by the
Licensor or similar to such a trademark,  or any name or mark, corporate name or
any designation of any kind which is the same as, similar to or a derivative of,
or otherwise  utilizing  any portion of the Trademark or trade names of Licensor
or any of its Affiliates;  (vii) assigns or transfers this Agreement,  including
by operation of law,  without the prior written  consent of Licensor;  or (viii)
breaches  any of its  obligations  hereunder,  then,  in  addition to the rights
available  under law or in equity,  Licensor may notify Licensee in writing that
Licensee is in default under the terms of the Agreement.  If such default is not
remedied  within  thirty (30) days after the delivery of such  notice,  Licensor
shall have the right to terminate  this  Agreement  effective  upon  delivery to
Licensee of notice that the Agreement is terminated.

     9.3 Licensee may terminate  this  Agreement at any time after  December 31,
2001 upon one (1) year's prior written notice (the "Notice  Period") to Licensor
and  upon  the  immediate  payment  of  any  Royalties,  including  the  Minimum
Royalties,  as set  forth  in  this  Agreement,  which  would  otherwise  be due
including those which would be due during the Notice Period.

     9.4(a) Upon termination of this Agreement, Licensor shall have the right to
retain all moneys paid  hereunder to date,  to receive all moneys to which it is
entitled and to avail itself of any legal or other remedy or relief available to
it  including,  but not  limited to,  equitable  relief to enjoin the use of the
Trademark and the  manufacture,  sale and  distribution  of Goods  utilizing the
Trademark.  Licensee shall be responsible for all costs of such enforcement. All
remedies  available  to Licensor  hereunder  are  cumulative,  and  Licensor may
exercise any one or more remedies or rights  available to it  cumulatively.  The
termination of this Agreement  shall be without  prejudice to Licensor's  rights
and remedies with respect to any obligation  incurred or breach  committed prior
to such  termination,  including  the right to  recover  for  damages  caused by
Licensee's breach.  Licensee acknowledges that its failure to cease (or cause to
cease) the marketing,  manufacture, assembly and packaging, sale or distribution
of Goods, parts, packaging,  written materials or components using the Trademark
at the  termination of this  Agreement,  other than as set forth in Section 9.6,
will result in immediate and irreparable damage to Licensor and to the rights of
any subsequent licensee.

<PAGE>

     9.4(b) Upon termination of this Agreement,  Licensee shall promptly deliver
to Licensor any and all property of the Licensor in the  possession,  custody or
control of Licensee,  including  all  promotional  material,  original  artwork,
product  manuals and any other material  bearing the Trademark in the possession
of Licensee, subject to the provisions of Section 9.6.

     9.5  Within  ten  (10)  days  of the  termination  or  expiration  of  this
Agreement, Licensee shall deliver to Licensor a statement showing the number and
description  of Goods on hand or in  process.  Licensor  shall have the right to
take a physical inventory to ascertain or verify such statement,  and refusal by
Licensee to submit to such physical  inventory shall forfeit Licensee's right to
dispose of such inventory as provided in Section 9.6 hereof.

     9.6 In the event of  termination or  expiration,  Licensee,  its receivers,
representatives,  trustees, agents,  administrators and successors shall have no
further right to sell, exploit or in any way deal in or with the Goods, parts or
components (except as otherwise set forth in this Agreement), or any advertising
matter,   written  materials,   packing  material,   boxes,   cartons  or  other
documentation  relating  thereto  bearing  the  Trademark,  without  the express
written  consent of  Licensor;  provided,  however,  Licensee  shall be entitled
(subject to the  obligation to timely pay all  Royalties) to dispose of Goods on
hand or on order at the date of  termination  bearing the Trademark for a period
of six (6) months from the date of  termination,  at prevailing  market  prices.
This six-month period shall be referred to herein as the  "Termination  Period".
Nothing  contained herein shall be deemed to permit the manufacture of any Goods
for Licensee during the Termination  Period,  or the sale of any such improperly
manufactured Goods during the Termination Period.

10.  DISTRIBUTION OF GOODS

     Licensee  shall use  commercially  reasonable  efforts  to  diligently  and
continuously market,  manufacture (or cause to be manufactured),  distribute and
sell the Goods, including, without limitation, achieving the total minimum sales
projections  set  forth on  Exhibit  C, and  shall  make and  maintain  adequate
arrangements for their distribution throughout the Territory.

11.  SUPPLIERS

     The Licensee shall obtain  satisfactory  written evidence from any supplier
that is retained by Licensee  that such  supplier  will not use the Trademark in
any manner not permitted under this Agreement,  in the form set forth on Exhibit
F, in those instances where the supplier  furnishes  Goods,  parts,  components,
written materials or packaging for the Goods bearing the Trademark.

12.  SERVICE AND SPARE PARTS

     Licensee shall establish and monitor such service agents and centers in the
Territory as may be necessary to the service of Goods. Licensee shall maintain a
sufficient  inventory of spare parts for the Goods taking into account any order
lead,  requiring same,  during the Term and the Termination  Period.  During the
Term and subsequent to the expiration or termination of this Agreement, Licensee

<PAGE>

shall  provide  for after  sales  warranty  service  and  maintain a  sufficient
inventory of spare parts for the Goods for the  respective  periods  required by
any and all applicable laws or Licensee's warranty, whichever is longer.

13.  REPRESENTATIONS AND WARRANTIES

     Each party hereby represents and warrants to the other that:

     (a) It is duly organized,  validly  existing and in good standing under the
laws of the jurisdiction of its incorporation.

     (b) It has the full  power  and  authority  to  execute  and  deliver  this
Agreement  and to perform all of its  obligations  hereunder and entry into this
Agreement and the performance of its obligations  hereunder do not and shall not
contravene any laws, or  contravene,  conflict with or result in a breach of its
certificate  of  incorporation,  by-laws,  or any other  empowering  document or
agreement to which it is a party.

     (c) The execution and delivery of this  Agreement has been duly  authorized
by all necessary  corporate  action of the party and  constitutes  the valid and
legally  binding  obligation  of each  party  enforceable  against  the party in
accordance with it terms.

     (d) This Agreement  shall be binding on the  successors,  assigns and legal
representatives of both parties.

14.  DISCLAIMER AND INDEMNIFICATION

     14.1 Licensee shall not and does not grant any warranty or guaranty binding
Licensor  or  creating  any  liability  for  Licensor.  Licensee  will  make  no
statements or representations  whatsoever to any third parties which,  expressly
or impliedly,  states or suggests that  Licensor is making any  warranties  with
respect to the Goods.  Licensor  expressly  disclaims  any  implied  warranties,
including the implied warranties of merchantability and fitness for a particular
purpose.

     14.2  Licensee  shall obtain all  necessary  licenses and pay all royalties
applicable  to the  Goods  or any  parts or  components  thereof.  In the  event
Licensee  utilizes  any  parts or  components  which  are  subject  to a license
agreement,  either  directly  or  indirectly  through a parts  supplier,  or are
required to be licensed,  Licensee  represents that such licenses shall be valid
and that it shall be and  remain  in full  compliance  with the  terms  thereof,
including the payment of any royalty fees.  Licensee  represents  that the Goods
shall be and remain free from all claims of intellectual  property  infringement
(including but not limited to any patents, trademarks,  copyrights, trade dress,
etc.) and that it shall not obtain or use any parts or components with the Goods
which are  unlicensed  copies of  components  for which a third  party  owns the
intellectual property rights. Licensee shall defend, indemnify and hold harmless
Licensor,  its  affiliates  and  subsidiaries  and their  respective  employees,
officers,   directors,   stockholders,   agents,   licensees,   representatives,
successors and assigns from and against any and all claims, demands,  judgments,
liabilities,  damages,  losses,  costs and  expenses  of any  nature  (including
attorneys' fees and expenses),  including without  limitation,  death,  personal

<PAGE>

injury,  bodily  injury,  sickness,  disease,  property  damage,  loss of use of
property or product liability  arising from or related to any (i) claim,  action
or omission of Licensee,  its agents,  employees or their families,  affiliates,
distributors,  suppliers or  subcontractors  arising under this Agreement,  (ii)
Licensee's  failure  to comply  with its  obligations  set forth  herein,  (iii)
Licensee's  misrepresentation of any warranties or representations,  (iv) action
or omission  arising out of the operation of Licensee's  business or performance
under this Agreement, or (v) claim or action arising from Licensee's sale of the
Goods,  including  any  claim of  infringement  of a third  party's  proprietary
intellectual  property,  including  any patent,  copyright,  trademark  or trade
dress, except as may otherwise be set forth in paragraphs 7 or 8 herein.

15.  INSURANCE

     Prior to the distribution or sale of any Goods, Licensee shall purchase and
maintain  or cause  to be  maintained,  at its own  cost,  insurance  reasonably
satisfactory to Licensor of the kinds and in the amounts  specified in Exhibit E
or in amounts required by law, whichever is greater.

16.  CONFIDENTIALITY

     Each  party will use any  Confidential  Information  received  by the other
party solely for the purpose of carrying out this Agreement.  Neither party will
disclose  any  Confidential  Information  to third  parties  without the express
written  consent of an  officer of the other  party,  unless  compelled  by law,
required  by  applicable  securities  rules or  regulations  or, in the  written
opinion of counsel such disclosure is required by law. In such event, each party
shall  inform the other party as far in advance as possible  prior to making any
such disclosure.  Notwithstanding the foregoing,  Licensor shall not be required
to inform or obtain  the  consent  of  Licensee  for the  issuance  of any press
release  which  utilizes,  refers to or discloses  sales or royalty  information
relating to this Agreement,  or for the reporting or filing of this Agreement in
accordance with applicable securities  regulations.  Each party shall cause each
of  their  respective  officers,  directors,  agents  or  employees  to  whom  a
disclosure  of  Confidential  Information  is  made  or  any  subcontractor,  or
supplier,  including the manufacturer(s) of the Goods or any parts or components
therefor,  to adhere to the terms and  conditions  of this section as if, and to
the same extent as if, he or she were a party to this Agreement. Upon expiration
or termination of this Agreement, each party shall return to the other party all
copies of the  Confidential  Information of the other party in its possession or
control,  except that  Licensor  shall not be  required  to return  Confidential
Information provided by Licensee which has become a part of Licensor's books and
records and which pertains to historical sales and royalty information.

17.  LICENSOR'S LINE OF BUSINESS; NEW GOODS

     17.1  Licensee  acknowledges  that Licensor is presently in the business of
selling  consumer  electronic  products,  microwave  ovens  and  other  consumer
products and is seeking alliances,  joint venture partners and/or licensees with
the goal of distributing other consumer products throughout the world.  Licensee
acknowledges  that marketing and  distribution  of the foregoing (as well as any
other  products  which  Licensor may  distribute)  with the Trademark  shall not
constitute a breach of this Agreement. As Licensor currently sells such products
to  Wal-Mart  in the  Territory,  Licensee  agrees to give  Licensor  reasonable
<PAGE>

advance  written notice at least once each calendar  quarter of a meeting during
such quarter  regarding the sale of Goods to Wal-Mart in the Territory,  and the
opportunity  for a  representative  designated  by Licensor in writing to attend
each such meeting.

     17.2 In the event Licensor or Licensee is desirous of introducing  into the
Territory  video products not  previously  offered by Licensor to Licensee under
the terms of this Agreement ("New Goods"),  Licensor hereby grants to Licensee a
right of first  refusal with respect to the  manufacture,  sale,  marketing  and
distribution  of such New  Goods in the  Territory.  In such  event  and in each
instance, Licensor or Licensee, as the case may be, shall furnish the other with
a description of the New Goods and related  specifications.  Licensee shall have
30 days after  receipt of or giving such  notice,  as the case may be, to advise
Licensor in writing whether it is interested in acquiring the rights to such New
Goods for the  Territory,  which shall be in  accordance  with the terms of this
Agreement,  pursuant to such notice.  If Licensee is interested in acquiring the
rights  to such New  Goods,  within 60 days  after  notifying  Licensor  of such
interest,  Licensee  shall provide  Licensor with (a)  reasonable  and realistic
monthly  sales  projections  for the  12-month  period  beginning  with  product
availability;  (b) a market study; and (c) detailed  assumptions  supporting the
projections, all of which must be in a form acceptable to Licensor. In the event
Licensor accepts the market study, related sales projections and the assumptions
underlying same, Licensor shall provide Licensee with written  confirmation that
the New Goods are added to the list of Goods set forth on Exhibit A and  subject
to the terms of this  Agreement.  Should  Licensee (i) refuse such offer or (ii)
fail to exercise its rights hereunder by providing  Licensor with written notice
and an acceptable  market  study,  sales  projection  or underlying  assumptions
within the prescribed time period,  then, in any such event,  Licensee's  rights
hereunder  with respect to such New Goods shall be waived and  Licensor,  in its
sole  discretion,  shall  be free to sell or  grant  distribution  or  trademark
license   rights  with  respect  to  such  New  Goods   within  the   Territory,
notwithstanding anything to the contrary in this Agreement.

18.  ASSIGNMENT AND SUBLICENSING

     The license herein granted is personal to Licensee and may not be assigned,
transferred,   sub-licensed,  pledged,  mortgaged  or  otherwise  encumbered  by
Licensee in whole or in part without  Licensor's prior written consent.  For the
purposes of this section,  the term "assigned" shall include without limitation,
transfers of (i) control,  whether by merger,  consolidation,  reorganization or
change of  management  and (ii)  ownership of fifty percent (50%) or more of the
outstanding securities of Licensee. Notwithstanding these restrictions, Licensee
shall  notify  Licensor in writing  prior to any  proposed  change in control or
transfer  of  ownership  of  fifty  percent  (50%)  or more  of the  outstanding
securities of Licensee.  If Licensee is  interested  in continuing  the terms of
this Agreement, Licensor shall determine,  following receipt of all financial or
other documents or due diligence  materials requested by Licensor concerning the
proposed transfer of control or ownership, whether Licensor will approve, in its
sole discretion, such change of ownership or control.

19.  MISCELLANEOUS

     19.1 No  provision  of this  Agreement  may be changed,  amended or waived,
except in a writing signed by both parties.  Any waiver on the part of any party

<PAGE>

of any  breach,  right or interest  hereunder  shall not imply the waiver of any
subsequent  breach or the waiver of any other rights or interests.  No waiver by
either party of a breach hereof or a default  hereunder shall be deemed a waiver
by such party of a subsequent breach or default of like or similar nature.

     19.2  Should  any  provision  of this  Agreement  prove  to be  invalid  or
unenforceable  under  existing or future law, the  remaining  provisions  of the
Agreement will remain in force in all other respects.

     19.3 All  notices  will be in  writing  and in  English  and will be served
personally or by registered or certified mail, return receipt  requested,  or by
overnight  courier  or by  facsimile  transmission  to each  other  party at its
address or facsimile  set forth  herein,  or at such other address as each party
may provide to the other in writing  from time to time.  Any such notice will be
effective upon actual receipt.

     19.4 This Agreement is the entire and sole agreement and  understanding  of
both  parties  and  supersedes   all  other   agreements,   understandings   and
communications,  whether oral or written,  regarding the subject  matter hereof.
This  Agreement may be executed in any number of  counterparts  or by facsimile,
but all  counterparts  and  facsimiles  hereof will together  constitute but one
agreement.  In proving  this  Agreement,  it will not be necessary to produce or
account for more than one counterpart executed by both parties.

     19.5 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
Licensor's right to make  application  for, and seek enforcement of,  injunctive
relief in any court having jurisdiction.  Licensee 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,  Licensor  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.  In any action  brought by a party hereto against the other party hereto
as to any claim or right arising out of this Agreement,  the prevailing party in
such  litigation  shall be entitled to recover  from the other party  hereto its
reasonable attorneys' fees, in addition to any other relief it may be awarded.

     19.6  Licensee  shall  strictly  and fully  comply  with all  import/export
controls  imposed by the  Territory  or any country or  organization  of nations
within whose jurisdiction Licensee operates or does business.

     19.7 The respective indemnities,  agreements,  representations,  warranties
and other  statements  of each of the parties  hereto and the  undertakings  set

<PAGE>

forth in or made  pursuant  to this  Agreement  will  remain  in full  force and
effect, and will survive the termination or expiration of this Agreement.

     19.8 Licensee shall not disseminate any press release or other announcement
relating to the transaction  contemplated by this Agreement  without  Licensor's
prior written consent as to the contents thereof.

     19.9 All payments due pursuant to this Agreement  shall be made directly by
Licensee to Licensor, by bank wire transfer as instructed by Licensor, and shall
be in U.S. Dollars.

     19.10  The  parties  have  requested  that this  Agreement  be drawn up and
interpreted in the English language.


     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representative of each party effective as of the date set forth above.

                                            EMERSON RADIO CORP.
                                            By:     /s/ John J. Raab
                                            Name        John J. Raab
                                            Title Executive Vice President Int'l
                                            [Facsimile No. (973) 428-2010]

                                            FUNAI CORPORATION, INC.

                                            By:       /s/ Masao Suwa
                                            Name          Masao Suwa
                                            Title  President
                                            [Facsimile No. 201-288-8019]