PLEDGE AGREEMENT


           PLEDGE AGREEMENT, dated as of February 4, 1997, by Fidenas
International Limited, L.L.C., a New Jersey limited liability company
(the "Pledgor") in favor of TM Capital Corp., a Delaware corporation, the
Settlement Agent (as defined in that  certain Stipulation of Settlement and
Order (the "Stipulation"),  approved pursuant to an Order of the United
States District Court for the District of New Jersey, Honorable Nicholas H.
Politan (the "Court"), dated November 19, 1996  (a copy  of  the Stipulation
is annexed hereto as Exhibit A)), acting as collateral agent hereunder
(in such capacity, the "Collateral Agent") in the manner and  to the  extent
described in the Stipulation for the benefit of Petra  Stelling, a German
citizen residing in Switzerland, Thomas Hackett, as Official  Liquidator
of Fidenas International Bank Limited, a Bahamian banking company, Barclays Bank
PLC,  a  corporation organized under the laws of the United Kingdom  ("Barclays"
and,  collectively, the "Creditors") and Geoffrey P. Jurick,  a  German  citizen
residing in Hong Kong ("Jurick").

                      W I T N E S S E T H:

           WHEREAS,  the  Pledgor,  Jurick,  Emerson  Radio  Corp.,  a  Delaware
Corporation  ("Emerson"),  the Creditors, Elision International,  Inc.,  a  Utah
corporation  ("Elision"), GSE Multimedia Technologies, Inc. (formerly  known  as
GSE  Electronic  Systems, Inc.), a Delaware corporation  ("GSE")  and  Wayne  J.
Aranha,  as  Official  Liquidator  of Fidenas  Investment  Limited,  a  Bahamian
company, are parties to the Stipulation;

           WHEREAS,  pursuant to paragraph 1(a) of the Stipulation, (i)  Jurick,
the  Pledgor,  Centralinvest S.A. and Pentland Finance Limited are  jointly  and
severally liable to the Creditors for the payment of the aggregate sum of  $49.5
million (the "Settlement Amount"), in accordance with the terms thereof; (ii) to
the  extent set forth in the Consent Judgments described in the Stipulation, GSE
is  jointly  and  severally liable to Barclays for the payment of $1,835,423.26;
and  (iii) subject to the provisions of the Stipulation, Jurick will be paid the
sum  of  $3.5 million solely from the proceeds of the sale of the Emerson Shares
(as  defined  in the Stipulation) (the "Jurick Payment" and, together  with  the
Settlement Amount, the "Aggregate Amount");

           WHEREAS, pursuant to the terms of the Stipulation, some or all of the
Emerson  Shares shall be sold and the proceeds shall be applied to, among  other
things, the payment of the Aggregate Amount;

           WHEREAS,  in  accordance  with paragraph 2 of  the  Stipulation,  the
Emerson  Shares  shall  secure  the payment of  the  Settlement  Amount  to  the
Creditors on a first priority basis, and, on a subordinated basis and subject to
the  provisions  of  the  Stipulation, shall secure the payment  of  the  Jurick
Payment to Jurick;

           WHEREAS, in order to induce the Creditors to execute and deliver  the
Stipulation,  the  Pledgor has agreed to the pledge of  the  Emerson  Shares  as
collateral  security  for  the Pledge Obligations and  the  Subordinated  Pledge
Obligations (each as defined below);

          WHEREAS, the Stipulation requires that the Pledgor execute and deliver
to the Collateral Agent this Pledge Agreement; and

           WHEREAS,  the  Pledgor desires to execute this  Pledge  Agreement  to
satisfy  the requirement described in the preceding paragraph and to induce  the
Creditors to accept the payment of the Settlement Amount in order to resolve all
claims  described  in  the  Stipulation and,  except  as  specifically  provided
therein,  all  other  pending  litigation among  the  parties  thereto  and  all
potential  claims  by, between and among the parties described  therein  and  in
Exhibit B thereto.

           NOW, THEREFORE, in consideration of the foregoing, the Pledgor hereby
covenants and agrees with the Collateral Agent as follows:

           SECTION  1.   DEFINITIONS.  Except as otherwise provided herein,  all
terms  used  herein  which are defined in the Stipulation shall  have  the  same
meanings  herein  as  therein defined.  As used in this  Pledge  Agreement,  the
following  terms shall have the following meanings, such meanings to be  equally
applicable to both the singular and plural forms of the terms defined:

          "Collateral" shall have the meaning assigned to such term in Section 2
hereof.

           "Pledge Agreement" shall mean this Pledge Agreement, as the same  may
be modified, supplemented or amended from time to time.

           "Pledge Obligations" shall have the meaning assigned to such term  in
Section 3 hereof.

           "Pledged Stock" shall mean and include all of the Emerson Shares, and
any  and  all shares, stock certificates, options, dividends or rights  paid  or
issued by Emerson in respect of, in substitution of or in exchange for any  such
shares,  and  any  and all proceeds thereof, whether now or hereafter  owned  or
acquired.

           "Subordinated Pledge Obligations" shall have the meaning assigned  to
such term in Section 3 hereof.

           SECTION  2.  PLEDGE.  To secure the payment of the Pledge Obligations
and  the Subordinated Pledge Obligations in accordance with the Stipulation, the
Pledgor  hereby  pledges to the Collateral Agent, and grants to  the  Collateral
Agent  a  security  interest  in the Pledged Stock  owned  by  the  Pledgor  and
registered  in  the name of the Pledgor on Emerson's books and records  and  all
certificates  representing such Pledged Stock and all dividends,  distributions,
cash,  instruments  and other property or payments from time to  time  received,
receivable or otherwise distributed in payment of, in respect of or in  exchange
for any or all of the Pledged Stock (collectively, the "Collateral").

           SECTION  3.   SECURITY FOR OBLIGATIONS.  The Collateral  secures  the
payment  in full of the Settlement Amount on a first priority basis (the "Pledge
Obligations") and, on a subordinated basis as set forth in paragraph 2(a) of the
Stipulation  and  subject to the provisions of the Stipulation,  the  Collateral
also secures the payment in full of the Jurick Payment (the "Subordinated Pledge
Obligations").

           SECTION  4.   DELIVERY OF PLEDGED COLLATERAL;  PERFECTION.   (a)  All
certificates  or instruments representing or evidencing the Pool A Shares  shall
be delivered to and held by the Collateral Agent pursuant to the Stipulation and
this  Pledge Agreement and shall be accompanied by duly executed instruments  of
transfer or assignment in blank, all in form and substance satisfactory  to  the
Collateral  Agent.  All certificates or instruments representing  or  evidencing
the  Pool B Shares shall be delivered to and held by the Office of the Clerk  of
the  Court,  as  the  bailee and agent of the Collateral  Agent,  and  shall  be
accompanied by duly executed instruments of transfer or assignment in blank, all
in  form  and  substance  satisfactory to the  Collateral  Agent.   Pursuant  to
paragraph  1 of the Stipulation, if at any time it becomes unnecessary  (whether
as  a  result of waiver, amendment, modification, payment or redemption or other
change  in  circumstances with respect to the Indenture  or  the  Senior  Credit
Agreement)  for  the Court to hold any or all of the Pool B Shares  in  custody,
then  it  is  the  intention  of  the  parties  that,  in  accordance  with  the
Stipulation,  such  shares will (i) immediately be delivered to  the  Collateral
Agent,  together  with duly executed instruments of transfer  or  assignment  in
blank, all in form and substance satisfactory to the Collateral Agent, and  (ii)
become part of the Pool A Shares.

          (b)  For purposes of perfecting the security interest and lien granted
hereunder  and pursuant to the Stipulation and the Uniform Commercial Code,  the
Collateral Agent acknowledges that (i) it holds, and will continue to hold,  the
Pool  A  Shares as Collateral Agent, (ii) the Office of the Clerk of  the  Court
holds,  and  will continue to hold, the Pool B Shares as the Collateral  Agent's
bailee  and agent for such purposes, and (iii) each has received a copy  of  the
Stipulation, which constitutes written notification of such security interest in
and  lien  upon  the Collateral granted by the Pledgor to the  Collateral  Agent
hereunder and pursuant to the Stipulation.

           SECTION  5.  REPRESENTATIONS AND WARRANTIES.  The Pledgor  represents
and warrants as follows:

                (a)  It is a limited liability company, validly existing and  in
          good  standing under the laws of the jurisdiction of the State of  New
          Jersey  and  has  all  requisite power  and  authority,  corporate  or
          otherwise,  to conduct its business and to own its properties  and  to
          execute and deliver, and to perform all of its obligations under, this
          Pledge Agreement;

                (b)   The  execution, delivery and performance  of  this  Pledge
          Agreement  have been duly authorized by all necessary  action  on  the
          part  of  the Pledgor, and do not and will not (i) require  any  other
          consent or approval of its members, (ii) violate any provision of  any
          law,  rule,  regulation,  order, writ, judgment,  injunction,  decree,
          determination or award presently in effect having applicability to it,
          (iii)  result  in  a  breach of, result in a mandatory  prepayment  or
          acceleration  of  any  indebtedness  evidenced  or  secured   by,   or
          constitute a default under, any indenture or loan or credit agreement,
          or any other agreement, lease or instrument to which the Pledgor is  a
          party  or  by which its properties may be bound or affected;  and  the
          Pledgor is not in default under any such law, rule, regulation, order,
          writ, judgment, injunction, decree, determination or award or any such
          indenture,  agreement, lease or instrument, or (iv) result in  (except
          as  contemplated  by  this Pledge Agreement and  the  Stipulation)  or
          require the creation or imposition of any lien or security interest of
          any nature upon or with respect to any of the properties or assets now
          owned or hereafter acquired by the Pledgor;

                (c)   The  Pledged  Stock has been duly authorized  and  validly
          issued and is fully paid and non-assessable;

                (d)  As of the Effective Date, the Pledgor will be the legal and
          beneficial  owner of the Collateral free and clear of  all  mortgages,
          pledges,  security interests, liens, encumbrances or  charges  of  any
          kind  whatsoever except for (i) the security interest granted pursuant
          to the Stipulation and this Pledge Agreement, (ii) the restrictions on
          the exercise of voting power with respect to such shares set forth  in
          the  Indenture, and the Senior Credit Agreement, and (iii)  all  other
          similar restrictions, all of which are set forth on Schedule I to  the
          Stipulation (collectively, the "Permitted Liens");

               (e)  Assuming that the Collateral Agent has received no notice of
          any  adverse  claim  with  respect to  the  Pledged  Stock,  then  the
          execution  and delivery of this Pledge Agreement and the delivery  to,
          and  possession of, the Pledged Stock by the Collateral Agent (or  its
          bailee)  will result in the creation and perfection of a  valid  first
          priority security interest in the Collateral, securing (i) the payment
          of  the  Pledge Obligations and (ii) on a subordinated  basis  as  set
          forth  in paragraph 2 of the Stipulation and subject to the provisions
          of   the   Stipulation,   the  payment  of  the  Subordinated   Pledge
          Obligations;

               (f)  No authorization, consent, approval, or other action by, and
          no  notice to or filing with, any governmental authority or regulatory
          body  is  required  either (i) for the pledge by the  Pledgor  of  the
          Collateral  pursuant to this Pledge Agreement or  for  the  execution,
          delivery  or  performance of this Pledge Agreement by the  Pledgor  or
          (ii)  for  the  exercise  (upon  the termination  of  the  Stipulation
          pursuant  to  paragraph  11(b) thereof,  unless  the  Court  otherwise
          directs,  in  accordance with Section 7(c) hereof) by  the  Collateral
          Agent  of  the  voting or other rights provided  for  in  this  Pledge
          Agreement  or  the remedies in respect of the Collateral  pursuant  to
          this  Pledge  Agreement (except as may be required in connection  with
          such disposition by laws affecting the offering and sale of securities
          generally); and

                (g)  The Pledged Stock is comprised of 29,152,542 shares of  the
          40,252,772  shares of the issued and outstanding Emerson common  stock
          and,  except  for  Jurick's existing options  to  purchase  shares  of
          Emerson  common stock described in paragraph 8(b) of the  Stipulation,
          and  as reflected in the quarterly and annual reports filed by Emerson
          in accordance with the Securities Act, no rights exist in favor of any
          party,  including the Pledgor, to acquire any other equity  securities
          of Emerson.

          All representations, warranties and covenants of the Pledgor contained
in  this  Pledge Agreement shall survive the execution, delivery and performance
of this Pledge Agreement.

           SECTION 6.  FURTHER ASSURANCES.  The Pledgor agrees that from time to
time,  at its expense, the Pledgor will promptly execute and deliver all further
instruments  and documents, and take all further action, that may be  reasonably
necessary  or  desirable,  or  that the Collateral  Agent  may  request  in  its
discretion  reasonably exercised, in order to perfect and protect  any  security
interest  granted or purported to be granted hereby or to enable the  Collateral
Agent  to  exercise  and enforce any of its rights and remedies  hereunder  with
respect to any Collateral.

           SECTION 7.  VOTING RIGHTS; DIVIDENDS; ETC.  (a) So long as all or any
portion of the Pledge Obligations or the Subordinated Pledge Obligations  remain
unpaid and (x) any Pool A Shares are held by the Collateral Agent or any Pool  B
Shares  are  in the custody of the Court, and (y) the Stipulation has  not  been
terminated pursuant to paragraph 11(b) thereof:

                    (i)  The Pledgor shall retain the right to vote with respect
          to all of the Emerson Shares, subject to the provisions of paragraph 4
          of the Stipulation; and

                     (ii) Any and all dividends and other distributions paid  in
          respect  of the Collateral shall be, and shall be forthwith  delivered
          to  the Collateral Agent to hold as, Collateral and shall, if received
          by the Pledgor, be received in trust for the benefit of the Collateral
          Agent,  be segregated from the other property or funds of the Pledgor,
          and  be  forthwith delivered to the Collateral Agent as Collateral  in
          the same form as so received (with any necessary endorsement).

           (b)   Upon  the  sale  of any Emerson Shares  to  a  third  party  in
accordance with this Pledge Agreement, the Stipulation or a subsequent order  of
the  Court,  the  voting rights shall be transferred to the  purchaser  of  such
shares without the restrictions set forth in paragraph 4 of the Stipulation  and
the  security interest and lien granted hereunder shall terminate and attach  to
the proceeds thereof.

           (c)  In  the  event  that the Stipulation is terminated  pursuant  to
paragraph  11(b) thereof prior to the payment in full of the Pledge  Obligations
and the Subordinated Pledge Obligations, unless the Court otherwise directs, (i)
all rights of the Pledgor to exercise the voting rights with respect to the Pool
A  Shares  which it would otherwise be entitled to exercise pursuant to  Section
7(a)(i)  hereof  shall automatically and immediately cease and all  such  rights
shall  thereupon become vested in the Collateral Agent who shall thereupon  have
the  sole  right  to  exercise  such voting rights in  accordance  with  written
instructions signed by each of the Creditors; and (ii) all such voting rights of
the  Pledgor with respect to the Pool B Shares shall cease and become vested  in
the  Collateral  Agent who shall exercise such voting rights in accordance  with
written  instructions signed by each of the Creditors only  upon  order  of  the
Court.

           SECTION  8.  TRANSFERS AND OTHER LIENS.  The Pledgor agrees  that  it
will not (i) sell, transfer, assign or otherwise dispose of, or grant any option
with  respect to, any of the Collateral, or (ii) create or permit to  exist  any
mortgages,  pledges, security interests, liens, encumbrances or charges  of  any
kind whatsoever with respect to the Collateral, except for Permitted Liens.

           SECTION  9.   RELEASE OF PLEDGED STOCK.  The Pledged  Stock  (or  the
relevant  portion  thereof, as the case may be) shall be automatically  released
from  pledge  hereunder upon the earlier to occur of (i) the  sale  thereof,  in
whole or in part, to a third party in accordance with this Pledge Agreement, the
Stipulation or a subsequent order of the Court, and (ii) the payment in full  of
the Pledge Obligations, the Subordinated Pledge Obligations and reimbursement of
any   amounts  paid  by  Emerson  in  accordance  with  paragraph  3(g)  of  the
Stipulation.  The proceeds of any sale of any Emerson Shares to  a  third  party
shall  be  distributed  in  accordance with  paragraphs  3(f)  and  (g)  of  the
Stipulation.   Upon  payment  in  full  of  the  Pledge  Obligations   and   the
Subordinated  Pledge  Obligations to the Creditors and Jurick  (subject  to  the
provisions  of the Stipulation) and reimbursement of amounts paid by Emerson  in
accordance  with paragraph 3(g) of the Stipulation, any Pledged Stock  or  other
Collateral remaining in the possession of the Collateral Agent or in the custody
of  the  Court,  including any proceeds of the Emerson Shares in excess  of  the
Pledge Obligations, the Subordinated Pledge Obligations and any such amounts  to
be  reimbursed,  shall  be  returned to the  Pledgor  or  its  designee,  unless
otherwise  required by law, by the Collateral Agent and/or  the  Office  of  the
Clerk  of the Court, as the case may be.  The security interest and lien granted
pursuant  hereto and pursuant to the Stipulation shall be deemed  released  upon
such payment in full.

          SECTION 10.  COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.  The Pledgor
hereby  irrevocably  appoints the Collateral Agent its  attorney-in-fact  (which
appointment  shall  be  irrevocable  while  the  Pledge  Obligations   and   the
Subordinated  Pledge Obligations remain outstanding and shall be deemed  coupled
with an interest), with full authority in the place and stead of the Pledgor and
in  the  name  of the Pledgor or otherwise, to take any action not  inconsistent
with  this  Pledge Agreement and the Stipulation and to execute  any  instrument
which  the  Collateral Agent may deem necessary or advisable to  accomplish  the
purposes  of this Pledge Agreement or the Stipulation, PROVIDED, however,  that,
unless  the Court otherwise directs, the Collateral Agent will not exercise  any
of  its  rights  under  Section 12 hereof except upon  the  termination  of  the
Stipulation pursuant to paragraph 11(b) thereof prior to the payment in full  of
the Pledge Obligations and the Subordinated Pledge Obligations.

           SECTION 11.  COLLATERAL AGENT'S DUTIES.  The powers conferred on  the
Collateral Agent hereunder are solely to protect the interests of the Collateral
Agent  in  the  Collateral  and shall not impose any duty  upon  it  insofar  as
concerns  the Pledgor to exercise any such powers.  The Collateral  Agent  shall
neither  be responsible nor liable to the Pledgor for any shortage, discrepancy,
damage, loss or destruction of any part of the Collateral wherever the same  may
be  located regardless of the cause thereof unless the same shall happen through
gross  negligence or willful misconduct of the Collateral Agent.  The Collateral
Agent  shall  not,  under any circumstances or any event  whatsoever,  have  any
liability to the Pledgor for any error or omission or delivery of any kind  made
in  the  settlement,  collection or payment of any  of  the  Collateral  or  any
instrument  received  in payment therefor or for any damage resulting  therefrom
other than as a result of such gross negligence or willful misconduct.

           SECTION 12.  REMEDIES.  If the Stipulation is terminated pursuant  to
paragraph  11(b) thereof prior to the payment in full of the Pledge  Obligations
and the Subordinated Pledge Obligations, unless the Court otherwise directs:

                     (a)  The  Collateral Agent may exercise in respect  of  the
          Collateral, in addition to all other rights and remedies provided  for
          herein or otherwise available to it, all the rights and remedies of  a
          secured party on default under the Uniform Commercial Code (subject to
          applicable  securities  laws)  and  may  without  notice,  except   as
          specified  below, sell the Collateral or any part thereof  in  one  or
          more  parcels  at  public or private sale, at any  exchange,  broker's
          board at any of the Collateral Agent's offices or elsewhere, for cash,
          on credit or for future delivery, and at such price or prices and upon
          such  other  terms  as  may be commercially reasonable.   The  Pledgor
          agrees that, to the extent notice of sale shall be required by law, at
          least  ten (10) days' notice to the Pledgor of the time and  place  of
          any public sale or the time after which any private sale is to be made
          shall  constitute reasonable notification.  The Collateral Agent shall
          not  be  obligated to make any sale of any of the Collateral by reason
          of notice of sale having been given.  The Collateral Agent may adjourn
          any  public or private sale from time to time by announcement  at  the
          time  and  place  fixed therefor, and such sale may,  without  further
          notice, be made at the time and place to which it was so adjourned.

                     (b)  All cash proceeds received by the Collateral Agent  in
          respect of any sale of, collection from, or other realization upon all
          or  any part of the Collateral under this Section 12 shall be applied,
          in  whole  or  in  part,  by the Collateral Agent,  unless  the  Court
          otherwise directs, as follows:

                FIRST,  to  the payment to the Creditors of any and all  amounts
          owed to the Creditors in respect of the Pledge Obligations; and

                SECOND, to the payment to Jurick of any and all amounts owed  to
          Jurick in respect of the Subordinated Pledge Obligations.

          Any surplus of such cash or cash proceeds held by the Collateral Agent
and  remaining  after  payment  in  full  of  the  Pledge  Obligations  and  the
reimbursement of expenses incurred by Emerson shall be paid over to the  Pledgor
or its designee, unless otherwise required by law.

           SECTION 13.  SECURITIES LAWS; REGISTRATION RIGHTS.  (a) In the  event
that the Stipulation is terminated pursuant to paragraph 11(b) thereof prior  to
the  payment  in  full  of  the Pledge Obligations and the  Subordinated  Pledge
Obligations, the Court shall make a determination, based on the totality of  the
circumstances, as to the extent to which the provisions of this Section 13 shall
apply  and, to the extent that the Court determines that the provisions of  this
Section  13  shall apply in such an event, such provisions shall, to the  extent
inconsistent  therewith,  supersede the provisions of  the  Registration  Rights
Agreement attached as Exhibit E to the Stipulation with respect to any  sale  of
the Pledged Stock pursuant to this Pledge Agreement.

           (b)  The Pledgor understands that questions under the Securities  Act
may arise from the sale by the Collateral Agent of the Pledged Stock pursuant to
the  terms  of this Section 13.  The Pledgor further understands that compliance
with the Securities Act may require strict limitations as to what the Collateral
Agent  could  do  if it were to attempt to dispose of all or  any  part  of  the
Pledged Stock pursuant to this Section 13 and may also limit the extent to which
or  the  manner  in  which any subsequent transferee of any  Pledged  Stock  may
dispose  of  the  same.   Similarly, there may be other  legal  restrictions  or
limitations affecting the Collateral Agent in any attempt to dispose of  all  or
any  part  of  the  Pledged  Stock under applicable  Blue  Sky  or  other  state
securities  laws  or similar laws analogous in purpose or effect.   The  Pledgor
further  understands that, in the absence of an agreement to the  contrary,  the
Collateral  Agent may be held to have certain general duties and obligations  to
the  Pledgor to make some effort toward obtaining a fair price even  though  the
Pledge  Obligations may be paid in full through realization of a  lesser  price.
Because the Pledgor clearly understands that the Collateral Agent is not to have
any  such general duty and obligations, the Pledgor has agreed, and does  hereby
agree,  that, under circumstances in which the Collateral Agent is  entitled  to
sell  all  or  any  part of the Pledged Stock pursuant to this Section  13,  the
Pledgor shall not attempt to hold it responsible for selling all or any part  of
the  Pledged  Stock at an inadequate price even if the Collateral Agent  accepts
the  first offer received or does not approach more than one possible purchaser.
Without limiting the generality of the foregoing, this agreement would apply if,
for  instance, the Collateral Agent were to place all or any part of the Pledged
Stock  for  private  placement  with an investment  banking  firm,  or  if  such
investment banking firm purchased all of any part of such securities for its own
account,  or  if the Collateral Agent placed all or any part of such  securities
privately with a purchaser or purchasers.

           (c)  The Pledgor and Emerson each agree that, upon the termination of
the Stipulation pursuant to paragraph 11(b) thereof prior to the payment in full
of  the  Pledge Obligations and the Subordinated Pledge Obligations, if for  any
reason  the  Collateral  Agent  desires  to  sell  any  securities  constituting
Collateral at a public or private sale, to the extent that the Court so directs,
Emerson  will  (consistent  with its obligations under  the  provisions  of  the
Stipulation,  including  (without  limitation)  paragraph  7(b)(v)  thereof  and
Exhibit E thereto):

           (i)   use  its best efforts to cause such securities to be registered
under  the  provisions  of  the Securities Act, and to  cause  the  registration
statement relating thereto to become effective and to remain effective for  such
period  as  prospectuses are required by law to be furnished, and  to  make  all
amendments and supplements thereto and to the related prospectus which,  in  the
opinion of counsel for the Collateral Agent or the Advisor in accordance with  a
Court-approved  Marketing  Plan  or any Court-approved  amendment  thereto,  are
necessary  or  advisable,  all  in  conformity  with  the  requirements  of  the
Securities  Act  and  the rules and regulations of the Securities  and  Exchange
Commission applicable thereto;

          (ii)  indemnify, defend and hold harmless the Collateral Agent and the
Advisor and any underwriter acting on behalf of any of them from and against all
losses,  liabilities,  expenses, costs, reasonable  fees  and  disbursements  of
counsel, and claims (including the reasonable costs of investigation) which they
may incur insofar as such loss, liability, expense or claim arises out of or  is
based  upon  any  alleged untrue statement of a material fact contained  in  any
prospectus  (or  any amendment or supplement thereto) or in any notification  or
offering  circular,  or arises out of or is based upon any alleged  omission  to
state  a  material fact required to be stated therein or necessary to  make  the
statements  in any thereof not misleading, except insofar as the same  may  have
been caused by any untrue statement or omission based upon information furnished
in  writing  to Emerson by the Collateral Agent, the Advisor or the  underwriter
expressly for use therein;

           (iii)  use  its  best  efforts to qualify such securities  under  any
applicable  state  securities or "Blue Sky" laws and  to  obtain  all  necessary
governmental  approvals for the sale of such securities,  as  requested  by  the
Collateral Agent;

          (iv) if necessary, use its best efforts to make available to its
security holders,  as  soon as practicable, an earnings statement which will
satisfy  the provisions of Section 11(a) of the Securities Act; and
          
          (v) use its best efforts to do or cause to be done all such other acts
and  things  as  may be necessary to make such sale of securities  or  any  part
thereof valid and binding and in compliance with applicable law.

Nothing  in  this  paragraph  (c) shall in any  way  alter  the  rights  of  the
Collateral  Agent  or the agreements of the Pledgor under paragraph  (b)  above.
The Pledgor acknowledges that there is no adequate remedy at law for its failure
to comply with the provisions of this Section 13 and that such failure would not
be  adequately  compensable in damages, and therefore agrees that its  agreement
contained in this Section 13 may be specifically enforced.

           (d)   In the event of a registration of any of the Pledged Collateral
pursuant  to  the  provisions  hereof, each of  the  Lead  Parties  (other  than
Emerson),  the  Advisor  and/or  the Settlement  Agent  (each  an  "Indemnifying
Person")  will  severally, and not jointly, indemnify and hold harmless  Emerson
from  and against all losses, liabilities, expenses, costs, reasonable fees  and
disbursements  of counsel, and claims to which Emerson may become subject  under
the  Securities  Act,  the Exchange Act (each as defined in  the  Indenture)  or
otherwise,  but  only  insofar  as such losses,  liabilities,  expenses,  costs,
counsel  fees  and disbursements and claims arise directly out of or  are  based
solely upon any untrue statement or alleged untrue statement of a material  fact
contained  or  incorporated  by  reference  in  any  registration  statement  or
prospectus  with  respect  to  the  Pledged  Collateral  and  any  amendment  or
supplement thereto or any document incorporated by reference therein,  or  arise
directly  out  of or are based solely upon the omission or alleged  omission  to
state therein a material fact required to be stated therein or necessary to make
the  statements therein not misleading, and in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission
has  been  made or incorporated therein in reliance upon and in conformity  with
written   information   furnished  to  Emerson  by  such   Indemnifying   Person
specifically stating that it is for use in the preparation thereof.

          SECTION 14.  ACTION BY THE COLLATERAL AGENT.  (a) The Collateral Agent
may  carry  out any of its duties under this Pledge Agreement by or through  its
agents,  officers  or employees. Neither the Collateral Agent  nor  any  of  its
agents,  officers  or  employees shall be (i)  liable  to  the  Pledgor  or  the
Creditors or Jurick for any action taken or omitted to be taken by it or them in
good  faith, (ii) responsible for the consequence of any oversight or  error  of
judgment  or  (iii)  answerable for any loss unless any of the  foregoing  shall
happen through its or their gross negligence or willful misconduct.

          (b)  Whenever the Collateral Agent may deem it necessary or prudent in
order either to conform to any law of any jurisdiction in which all or any  part
of  the Collateral shall be situated or to exercise any of its rights under this
Pledge Agreement, the Pledgor shall execute and deliver a supplemental agreement
and  all  other  instruments and agreements necessary or  proper  to  constitute
another  bank  or  trust company to act hereunder, in any such  case  with  such
powers  as may be provided in such supplemental agreement, and to vest  in  such
bank  or  trust  company any property, title, right or power of  the  Collateral
Agent deemed necessary or advisable by the Collateral Agent.

          SECTION 15.  SECURITY INTEREST ABSOLUTE.  All rights of the Collateral
Agent,  the  security  interest hereunder, and all obligations  of  the  Pledgor
hereunder, shall be absolute and unconditional, irrespective of any circumstance
which  might constitute a defense available to, or a discharge of, any guarantor
or other obligor in respect of the Pledge Obligations or the Subordinated Pledge
Obligations.

          SECTION 16.  AMENDMENTS; ETC.  No amendment or waiver of any provision
of  this  Pledge  Agreement, nor any consent to any  departure  by  the  Pledgor
herefrom,  shall in any event be effective unless the same shall be  in  writing
and signed by the party against whom enforcement is sought, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given.

            SECTION   17.   ADDRESSES  FOR  NOTICES.   All  notices  and   other
communications  provided for hereunder shall be in writing  (including  telecopy
communication) and shall be given in the manner and to the parties set forth  in
paragraph 17 of the Stipulation with the addition of:

               TM Capital Corp.
               One Battery Park Plaza, 35th Floor
               New York, New York 10004
               Attn: Mr. Gregory Robertson
               FAX: (212) 809-1450

               with a copy to:

               Pepper, Hamilton & Scheetz
               3000 Two Logan Square
               Eighteenth and Arch Streets
               Philadelphia, Pennsylvania 19103
               Attn: James Epstein, Esq.
               FAX: (215) 981-4750

           SECTION  18.   CONTINUING SECURITY INTEREST.  This  Pledge  Agreement
shall create a continuing security interest in the Collateral as herein provided
and  shall  (i)  remain in full force and effect until payment in  full  of  the
Pledge Obligations and the Subordinated Pledge Obligations, (ii) be binding upon
the  Pledgor, its heirs, successors and assigns, and (iii) inure, together  with
the rights and remedies of the Collateral Agent, its successors, transferees and
assigns.   Upon  the  payment  in  full  of  the  Pledge  Obligations  and   the
Subordinated  Pledge Obligations, the security interest and lien granted  hereby
shall terminate and all rights to the Collateral shall revert to the Pledgor  or
its  designee, unless otherwise required by law.  The Pledgor shall be  entitled
to  the  return  of the Collateral, to the extent not sold or otherwise  applied
pursuant  to the terms hereof, against its receipt and upon its payment  of  the
reasonable expenses of the Collateral Agent in connection therewith.   Upon  any
such  termination, the Collateral Agent will, at the Pledgor's expense,  execute
and  deliver  to  the  Pledgor such documents as the  Pledgor  shall  reasonably
request to evidence such termination but without recourse to or warranty by  the
Collateral Agent.

            SECTION  19.   EFFECTIVE  DATE;  GOVERNING  LAW.        THIS  PLEDGE
AGREEMENT SHALL BECOME EFFECTIVE ON THE EFFECTIVE DATE AND SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY.

          SECTION 20.  WAIVER OF JURY TRIAL.  It is the intention of the parties
that,  to the fullest extent permitted by law, any action or proceeding  arising
out  of  or  relating  to this Pledge Agreement, the Stipulation  or  the  other
documents  contemplated thereunder, or for recognition  or  enforcement  of  any
judgment, shall be submitted to and heard by the Court sitting without  a  jury.
Notwithstanding the foregoing, the Pledgor hereby waives, to the fullest  extent
permitted by applicable law, any right it may have to a trial by jury in respect
of  any litigation directly or indirectly arising out of, under or in connection
with  this  Pledge  Agreement or the Stipulation or the other documents  or  the
transactions contemplated thereby whether or not such litigation shall be  heard
by  the Court.  Each party hereto (a) certifies that no representative, agent or
attorney  of any other party would, in the event of litigation, seek to  enforce
the  foregoing waiver, and (b) acknowledges that it and the other parties hereto
have  been  induced to enter into this Pledge Agreement and the Stipulation  and
the  other  documents contemplated thereunder, as applicable,  by,  among  other
things, the mutual waivers and certifications contained in this Section 20.

           SECTION  21.   SEVERABILITY.  In the event any one  or  more  of  the
provisions contained in this Pledge Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability  of  the
remaining  provisions  contained herein shall not in  any  way  be  affected  or
impaired  thereby.   The  parties shall endeavor in good-faith  negotiations  to
replace  the invalid, illegal or unenforceable provisions with valid  provisions
the  economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

           SECTION 22.    JURISDICTION; CONSENT TO SERVICE OF PROCESS.  (a)  The
Pledgor  hereby  irrevocably and unconditionally submits,  for  itself  and  its
property  to  the fullest extent it may legally and effectively do  so,  to  the
exclusive jurisdiction of the Court, and any appellate court therefrom,  in  any
action  or  proceeding arising out of or relating to this Pledge Agreement,  the
Stipulation  or the other documents contemplated thereunder, or for  recognition
or  enforcement  of  any  judgment, and hereby irrevocably  and  unconditionally
agrees that all claims in respect of any such action or proceeding may be  heard
and  determined in such court.  The Pledgor hereby agrees that a final  judgment
in  any  such  action or proceeding shall be conclusive and may be  enforced  in
other  jurisdictions by suit on the judgment or in any other manner provided  by
law.

          (b)  The Pledgor hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it  may
now  or  hereafter have to the laying of venue of any suit, action or proceeding
arising  out of or relating to this Pledge Agreement or the Stipulation  or  the
other  documents  contemplated  thereunder in the  Court.   The  Pledgor  hereby
irrevocably  waives, to the fullest extent permitted by law, the defense  of  an
inconvenient forum to the maintenance of such action or proceeding in  any  such
court.

           (c)   The Pledgor irrevocably consents to service of process  in  the
manner  provided  for  notices in Section 17 hereof.   Nothing  in  this  Pledge
Agreement will affect the right of any party to this Pledge Agreement to service
process in any other manner permitted by law.

           SECTION 24.  GOVERNING DOCUMENTS.  In the event of a conflict between
the  provisions of this Pledge Agreement and the provisions of the  Stipulation,
such conflict shall be governed by the terms of the Stipulation.

           SECTION 25. HEADINGS.  Section headings in this Pledge Agreement  are
included herein for the convenience of reference only and shall not constitute a
part of this Pledge Agreement for any other purpose.

          IN WITNESS WHEREOF, the Pledgor, the Collateral Agent and Emerson have
caused  this Pledge Agreement to be duly executed and delivered as of  the  date
first above written.

                         FIDENAS INTERNATIONAL LIMITED, L.L.C.

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

                         TM CAPITAL CORP.


                                 /s/ W. Gregory Robertson
                         By:  W. Gregory Robertson
                         Title:  President


           Emerson  Radio  Corp. acknowledges receipt of a copy of  this  Pledge
Agreement and agrees to be bound by the provisions of Section 13 hereof.


                         EMERSON RADIO CORP.



                                /s/  Eugene I. Davis
                         By:   Eugene I. Davis
                         Title:   




Each  of the undersigned acknowledges receipt of a copy of this Pledge Agreement
and confirms that the terms thereof are acceptable to it.


/s/ Thomas Hackett
THOMAS HACKETT, OFFICIAL LIQUIDATOR
OF FIDENAS INTERNATIONAL BANK LIMITED



  /s/ Thomas P. Ogden
     PETRA STELLING, by Thomas P. Odgen,
     Attorney-In-Fact



BARCLAYS BANK PLC


/s/ Ron Spitzer
By:  Ron Spitzer
Title:  VP

/s/ Geoffrey P. Jurick
GEOFFREY P. JURICK



ELISION INTERNATIONAL, INC.


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



GSE MULTIMEDIA TECHNOLOGIES, INC.,
F/K/A GSE ELECTRONIC SYSTEMS, INC.




By:
Title: