AMENDMENT NO. 1
                               TO
                      EMPLOYMENT AGREEMENT


      THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") is entered

into  as  of the 16th day of April, 1997 by and between EMERSON RADIO  CORP.,  a

Delaware corporation (the "Company"), and JOHN P. WALKER (the "Executive").

                      W I T N E S S E T H:

      WHEREAS,  the  Company and Executive entered into that certain  Employment

Agreement  dated  as  of April 1, 1994 (the "Agreement"), whereby,  among  other

things,  Executive  agreed to serve the Company as Vice  President-Finance  (and

currently as Executive Vice President and Chief Financial Officer), on the terms

and conditions therein contained; and

      WHEREAS,  the  Company  and Executive desire to extend  the  term  of  the

Agreement,  amend  certain  terms and conditions thereof,  and  further  reflect

Executive's other work-related commitments.

      NOW,  THEREFORE,  in  consideration of the mutual promises  and  covenants

herein contained, the Company and Executive hereby agree as follows:

      1.    TERM.  Section 1(a) of the Agreement is hereby amended to extend and

modify  the definition of the "Term" to continue until April 1, 2000.  Executive

and  the  Company agree that any further extension of the Agreement  beyond  the

Term  expiring on April 1, 2000 shall be negotiated during the period from  July

1, 1998 through December 31, 1998, to be effective after March 31, 2000.

      2.   POSITION AND DUTIES.  Section 2 of the Agreement is hereby amended by

deleting such Section 2 in its entirety and substituting the following  in  lieu

thereof:

           During the Term, the Executive agrees to serve as Executive Vice
     President  and Chief Financial Officer of the Company, and  will  have
     such  powers and duties as are commensurate with such position and  as
     may  be  conferred upon or delegated to him by the Board of  Directors
     (the "Board") of the Company, the Chairman, the President or the Chief
     Executive  Officer.  In addition, the Executive agrees to  serve  from
     time  to  time  in  such  other positions  with  the  Company  or  its
     subsidiaries  or  affiliates  (including,  without  limitation,  Sport
     Supply  Group,  Inc. ("SSG") as may be specified  by  the  Board,  the
     Chairman, the President or the Chief Executive Officer of the  Company
     and  thereafter  approved by the board of directors of the  applicable
     entity.   During  the Term, and except for illness or incapacity,  the
     Executive  shall  devote  such business  time,  attention,  skill  and
     efforts  as necessary for the business and affairs of the Company  and
     its  subsidiaries and affiliates and the promotion of their interests,
     and  shall  not  take  part  in activities  detrimental  to  the  best
     interests  of  the Company.  The Company understands and  acknowledges
     that  (i) Executive will devote approximately 30% of his business time
     on  behalf of the Company, with the balance of such time being devoted
     to  his  responsibilities with SSG, and (ii) Executive will reside  in
     the  Dallas/Ft. Worth metropolitan area, in proximity to the principal
     offices  of  SSG, from which offices Executive will primarily  perform
     his services.  The Company will reimburse Executive for his normal and
     reasonable  travel costs to the Company's offices which are reasonably
     deemed   necessary   or  desirable  to  fulfill  his  responsibilities
     hereunder, including, without limitation, the cost of first  class  or
     business  class air travel in those instances in which Executive  does
     not  have  upgrade certificates, or upgrades are not  available,  from
     coach  class  air  travel, estimated by Executive to be  necessary  on
     approximately 10% of all air travel so taken.

      3.    COMPENSATION.   Section 3(a) of the Agreement is hereby  amended  to

reflect  Executive's  time  commitments, by modifying  Executive's  Base  Salary

effective  as  of December 11, 1996 (the "Effective Date"), which  will  be  his

initial  salary  under  this  Amendment, to $100,000  per  annum  (the  "Initial

Salary").  In addition, Executive hereby waives his right to any bonus from  the

Company or its subsidiaries for the fiscal year ending March 31, 1997, to  which

he  would  otherwise be entitled under Section 3(b) of the Agreement;  provided,

however, that Executive shall be entitled to be considered for a bonus from  the

Company  if  a  material license or sale, if any, of the  "Emerson  and  G-Clef"

trademark for video products, is consummated by the Company on or prior to  June

30,  1997.   Notwithstanding  the  foregoing, Executive  shall  continue  to  be

provided  life  insurance  with  a  death  benefit  in  an  amount  as  provided

immediately prior to the Effective Date, and which insurance shall be  otherwise

in  accordance with the Company's policies for providing such insurance  to  its

senior executives.

      4.    EFFECT OF TERMINATION OF EMPLOYMENT.  Section 5 of the Agreement  is

hereby  amended by deleting such Section 5 in its entirety and substituting  the

following in lieu thereof:

           (a)   CERTAIN TERMINATIONS.  If Executive's employment hereunder
     terminates  due  either  to  Permanent  Disability,  a  Without  Cause
     Termination  or  a  Constructive  Discharge,  the  Company  shall,  as
     liquidated  damages  or  severance  pay,  or  both,  subject  to   the
     provisions of Section 6 below, pay the Executive his Initial Salary as
     Base Salary payments would otherwise become due and payable until  (i)
     the  expiration of the Term, if such termination occurs prior to  July
     1,  1998,  or  (ii)  eighteen  (18)  months  from  the  date  of  such
     termination, if such termination occurs on or after July 1, 1998  (the
     "Severance  Period"),  and  the  other benefits  and  qualified  stock
     options  provided  hereunder shall continue to vest  pursuant  to  the
     terms  hereof during the Severance Period; provided, that in the  case
     of  Permanent Disability, such payments shall be offset by any amounts
     otherwise  paid  to  Executive under the Company's disability  program
     generally  available  to  other employees.  In  addition,  earned  but
     unpaid  Base Salary as of the date of termination of employment  shall
     be  payable in full.  Group hospitalization, health, dental care, life
     or  other  insurance,  travel  or accident  insurance  and  disability
     insurance shall continue through the end of the Severance Period.

          (b)  OTHER TERMINATIONS.  If the Executive's employment hereunder
     terminates   due  to  a  Termination  for  Cause  or   the   Executive
     unilaterally   severs  the  employment  relationship   or   terminates
     employment  with  the  Company for reason other  than  a  Constructive
     Discharge or Permanent Disability, earned but unpaid Base Salary as of
     the  date  of termination of employment shall be payable in  full  and
     vested  qualified stock options will remain vested in  the  Executive.
     However,  no  other  payments  of  any  nature  whatsoever,  including
     unearned  Base  Salary, shall be made, or benefits  provided,  by  the
     Company  under this Agreement except for stock options to  the  extent
     already  vested and exercisable hereunder, benefits vested and payable
     under  any  retirement  plan and benefit programs  maintained  by  the
     Company  or its affiliates of its employees, or as otherwise  required
     by law.

           (c)  DEFINITIONS.  For purposes of this Agreement, the following
     terms have the following meanings:

                (i)  The term "Termination for Cause" means, to the maximum
     extent  permitted  by  applicable  law,  (x)  a  termination  of   the
     Executive's  employment  by  the Company  because  the  Executive  has
     breached or failed to perform his duties under the Agreement and  this
     Amendment, applicable law or the by-laws of the Company, including the
     unreasonable  neglect  or refusal to perform duties  assigned  by  the
     Board,  (y)  abuse  of  office or malfeasance  by  Executive,  or  (z)
     conviction  of  the Executive of a felony which the  Board  reasonably
     deems to be an "abuse of office" or a crime of moral turpitude.

               (ii)   The term "Constructive Discharge" means a termination
     of the Executive's employment by the Executive due to a failure of the
     Company  or its successors without the prior consent of the  Executive
     to  fulfill  its  obligations under this  Agreement  in  any  material
     respect.

              (iii)  The term "Without Cause Termination" means termination
     of  the  Executive's employment by the Company, upon 30  days  written
     notice  to  the Executive, other than due to (v) Permanent Disability,
     (x)  retirement,  (y) expiration of the Term, or (z)  Termination  for
     Cause.

               (iv)  The term "Permanent Disability" means the inability of
     the  Executive as determined by the Board and confirmed  by  competent
     medical  evidence,  to  work for a period of  three  consecutive  full
     calendar  months  or  90 non-consecutive days during  any  twenty-four
     consecutive calendar months due to illness or injury of a physical  or
     mental  nature.   To  determine issues of  disability,  the  Executive
     agrees  to  submit  himself  for appropriate  medical  examination  to
     physicians reasonably acceptable to the Company and the Executive.

           (d)   SURVIVAL.  The terms of this Section 4 shall  survive  the
     expiration of this Agreement and Amendment.

      5.    FULL  FORCE AND EFFECT.  Except as specifically amended hereby,  the

Agreement  shall  not  be deemed to be further amended or  modified,  and  shall

remain  in  full  force and effect.  In addition, the parties  hereto  expressly

acknowledge and agree that no other agreement nor any breach of or default under

any  other agreement shall have any effect on the rights and obligations of  the

parties  hereto,  including, without limitation, under any employment  or  other

agreement between Executive and SSG.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by

its  duly  authorized officer and the Executive has signed this  Amendment,  all

effective as of the Effective Date.


                                   EMERSON RADIO CORP.


                                   By: /s/ Geoffrey P. Jurick
                                      Geoffrey P. Jurick
                                      Chief Executive Officer

                                   EXECUTIVE:


                                   /s/ John P. Walker
                                   John P. Walker