LICENSE AGREEMENT

This Agreement, dated effective as of March 30, 1998 (the "Effective Date"),  is
by  and  between EMERSON RADIO CORP., a Delaware corporation, having a place  of
business  at  Nine  Entin  Road, Parsippany, New  Jersey  07054,  and  TEL-SOUND
ELECTRONICS,  INC., a Florida corporation, having a place  of  business  at
2400 W. Copans Road #9, Pompano Beach, FL 33069.

Licensor  (as hereinafter defined), 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 certain  valuable  and
well-known trademarks, and the goodwill associated therewith;

Licensee  (as  hereinafter defined) desires to obtain a license  of  certain  of
Licensor's trademarks in connection with the manufacturing, marketing, sale  and
distribution  of certain consumer electronics and other products as specifically
set  forth  on  EXHIBIT A, together with replacement parts which  may  bear  the
trademarks (collectively referred to herein as the "Goods");

Licensee  desires  to sell the Goods bearing the trademarks  in  the  geographic
regions  set  forth  on  EXHIBIT B ("Territory") and use certain  of  Licensor's
trademarks in conjunction therewith;

Licensor  is  agreeable  to license the use of certain of  its  trademarks  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 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;
               (d)  Information which the receiving party can document as having
                    been received by it on a non-confidential basis from a
                    third party; or
               (e)  Data, specifications, customer lists, products and services
                    information and vendor data which the receiving party
                    created on its own or through independent third parties
                    without use of the Information.

1.3   "Contract  Year"  means, (i) as to the first  Contract  Year,  the  period
commencing  on  the Effective Date of this Agreement and ending  on  August  31,
1999;  and  (ii) each immediately subsequent full year during the term  of  this
Agreement commencing September 1, 1999.

1.4   "Contract Quarter" means each calendar quarter or part thereof within each
of the Contract Years.

1.5   "Goods"  means those first quality new "A" stock consumer electronics  and
other goods as specifically set forth on EXHIBIT A, which Exhibit may be amended
from  time  to  time  by  mutual  agreement  to  reflect  additions  to  or  the
obsolescence of one or more of the Goods.

1.6   "Landed Cost" means the product F.O.B. price, plus duty and ocean freight,
charged to Licensee, net of any discounts, allowances or rebates.

1.7   "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.

1.8   "Sales  Price" means the undiscounted invoice price of the  Goods  without
consideration  for any form of allowances or discounts, whether  stated  on  the
invoice or not.

1.9   "Trademarks" means the Emerson and G-Clef design in the form set forth  on
EXHIBIT C and all future form(s) of same adopted by Licensor.

1.10 "Licensor" means Emerson Radio Corp.

1.11 "Licensee" means Tel-Sound Electronics, Inc.

2.   GRANT

2.1   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 Trademarks solely upon  and  in  connection
with  the  manufacturing, sale, marketing and distribution of the Goods  in  the
Territory.

2.2   Licensee shall not use the Trademarks, or purport to give consent  to  the
use  of  the  Trademarks, in any manner or on any product,  items  or  services,
except as specifically set forth in this Agreement.

2.3   The  Goods  bearing the Trademarks 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
that  the Goods cannot be distributed, sold or otherwise disposed of outside  of
the Territory.  Licensee agrees that it shall not sell the Goods to any customer
or  distributor  that  may distribute, sell or otherwise dispose  of  the  Goods
outside  of  the  Territory. Notwithstanding the above and Licensor's  right  to
terminate  this  Agreement as set forth in Section 10.2, if Goods  are  sold  or
otherwise disposed outside of the Territory, royalties shall be due on  any  and
all such sales of Goods.

3.   TERM

Subject  to the earlier expiration or termination of this Agreement as  provided
in  SECTION 10 or otherwise herein, this Agreement shall be effective as of  the
Effective  Date and expire as of the close of business on August 31,  2001  (the
"Initial  Term"),  but  shall be automatically renewed, on  condition  that  the
parties  mutually agree in writing as to the minimum royalties for  any  Renewal
Term,  for successive three (3)-year periods provided (i) Licensee has  paid  to
Licensor all royalties payable for each Contract Year as set forth herein  in  a
timely  manner  and in accordance with the payment schedule, (ii)  Licensee  has
satisfied  and/or  complied  with all of its obligations  hereunder,  and  (iii)
Licensee  has  satisfactorily performed under the  projected  business  plan  of
Licensee, which shall be required for the Initial Term and any Renewal Term  (as
hereinafter  defined), and which business plan and any subsequent  revisions  or
updates, shall be submitted within the time frame set forth by Licensor  and  be
subject  to Licensor's prior review and approval. Each successive three (3)-year
period shall hereinafter be referred to as a "Renewal Term."  "Initial Term" and
"Renewal Term" shall collectively be referred to as the "Term."

4.   GOODS

4.1  Licensee shall maintain and comply with the quality standards for the Goods
as set forth in EXHIBIT D.

4.2   To  assure  Licensor  that  the provisions of  this  Agreement  are  being
observed, Licensee shall allow Licensor either itself or, if Licensor elects  in
its  sole discretion, by a third party, to take any and all action necessary for
the  purpose  of inspecting or otherwise ensuring the quality of the  Goods.  If
said  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  that  do  not  meet said quality standards.   Any  Goods  which  are
defective or dangerous and 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. Since monetary damages
would not be sufficient to remedy a breach of this covenant,  Licensor shall  be
entitled   to  an  immediate  temporary  restraining  order  and/or  preliminary
injunction,  without bond or security, to prevent Licensee  from  violating  the
terms hereof.  Licensee shall promptly reimburse Licensor for the costs of  such
legal action, including costs and attorneys' fees.

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 any of the Trademarks.

4.4  Licensee shall comply with all applicable laws and regulations relating  to
the  manufacture,  use,  sale  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, as required.  Such requirements shall  include,
but  not  be  limited to, obtaining all necessary regulatory and/or governmental
approvals,  as  well  as  any registrations, permits or  licenses  that  may  be
required.  Upon request, Licensee shall provide Licensor with copies of all such
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 Trademarks.

4.5   Licensee  shall, promptly after its initial commercial production  of  the
Goods  (or  earlier, if available, but in no event later than  sixty  (60)  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, three (3) representative samples of  each
of  the  Goods or particular Goods bearing the Trademarks 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, the quality  of  which  is  not
consistent with the quality standards set forth in this SECTION 4 or Goods which
fail  to  comply  with  proper  usage  of  the  Trademarks  as  defined  herein.
Licensor's  approval shall be deemed given if Licensor does not notify  Licensee
of  Licensor's disapproval of any Goods within 15 business days after receipt of
same.

4.6   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."

4.7  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  Trademarks,  or  any
reproduction thereof, shall be and remain the property of Licensor.

5.   ROYALTIES TO LICENSOR

5.1   Royalties  due  to Licensor by Licensee for the sale  of  Goods  shall  be
calculated  based  upon  the  classification  of  the  Goods  into  two  product
categories: (1) voice activated products and (2) core products. Voice  activated
products  shall  be all Goods which are activated utilizing a voice  recognition
feature  and  do not require manual activation, and core products shall  be  all
Goods which are not voice activated products.

5.2   Voice  activated product royalties shall be calculated based  upon  a
percentage  of Licensee's Gross Profits as set forth in Exhibit E. For  purposes
of calculating such royalties "Gross Profits" shall mean the product Sales Price
less  the product's Landed Cost, as these terms are defined in Sections 1.6  and
1.8,  respectively.  Payment of royalties on voice activated  products  are  due
within  ten  (10)  calendar  days after the end  of  each  month  and  shall  be
accompanied  by  a certified monthly royalty statement in the form  attached  as
Schedule 5.2. Such royalty statements shall be required whether or not sales  of
any voice activated products have taken place during the reporting period.

5.3  Core product royalties shall be calculated based upon the royalty rates set
forth in Exhibit E, multiplied by the product Sales Price, as defined in Section
1.8,  of  the Goods sold by Licensee. Payment of royalties due on core  products
shall  accompany  the quarterly statement set forth in this paragraph.  Licensee
shall furnish to Licensor a certified monthly royalty statement within ten  (10)
calendar  days after the end of each month in the form annexed as  Schedule  5.3
setting  forth  the sales of core products for the previous month.  A  certified
quarterly  royalty statement in the form annexed as Schedule 5.3  shall  be  due
within thirty (30) calendar days after the end of each Contract Quarter,  or  if
terminated,  within thirty (30) days after such termination, along with  payment
of  any royalties due in excess of the minimum royalty payments due pursuant  to
Exhibit  F. A certified annual royalty statement in the form annexed as Schedule
5.3  shall  be due within sixty (60) calendar days after the last  day  of  each
Contract  Year  and  shall  be  certified by  an  independent  certified  public
accounting firm.

5.4  Minimum royalty payments as set forth on Exhibit F shall be due for each of
the Contract Years and shall be nonrefundable and payable in accordance with the
minimum  royalty payment schedule set forth on Exhibit F. The Licensee shall  be
required  to  pay  Licensor on a quarterly basis the greater  of  the  royalties
actually  reported in Section 5.3 for the sales of core products  only,  or  the
minimum  royalty payments due. If Licensee does not pay any minimum, monthly  or
quarterly  royalty  when due, Licensor shall have the right  to  terminate  this
agreement pursuant to Section 10.2.

5.5   No costs, taxes or expenses incurred by Licensee in the manufacture, sale,
distribution  or exploitation of the Goods, or otherwise incurred  by  Licensee,
shall  be deducted from, or diminish in any way, or result in the reduction  of,
any  royalties payable to Licensor. Licensee shall be responsible for completing
in  a  timely manner all documentation necessary to assist Licensor in  deriving
duty drawbacks. Licensee shall be responsible for and pay any taxes and file any
reports, forms or tax returns required under the income or value added tax  laws
of  the  Territory  in  a  timely manner. Upon written request,  Licensee  shall
provide Licensor with copies of all duly executed reports, forms or tax returns,
and proof of payment of any such taxes, within 45 days after such reports, forms
or tax returns are due.

5.6   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 of this Agreement. Royalties shall be  due
on  any sales of products made at a special price to Licensee's subsidiaries, or
to any other person, firm or corporation affiliated in any manner with Licensee,
its  officers,  directors or major stockholders, and shall  be  based  upon  the
market  pricing  normally charged to unaffiliated parties. 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 certified public accountants of Licensee, and prepared in accordance
with generally accepted accounting principles, consistently applied.

5.7   Licensee shall keep, maintain and preserve accurate 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  to  conduct two (2) examinations of all books and records of Licensee;  an
examination shall be permitted to take place at all reasonable hours of the day,
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 kept available for inspection by Licensor for  six  years
after  the annual audit of such books and records. If Licensor's duly authorized
representatives shall discover a discrepancy of 5% or more pursuant to any  such
examination, in addition to payment of the discrepancy as set forth  in  Section
5.8,  Licensee shall pay to Licensor the cost of such examination or audit  upon
presentation of documentation appropriate to evidence such discrepancy.

5.8   Royalties found to be due as a result of Licensor's examination of (a) any
statement  provided  pursuant  to this Section 5  or  (b)  Licensee's  books  of
accounts and records, shall be paid immediately in good funds. Any and all  late
payments of royalties shall bear interest, commencing on the date originally due
and  payable pursuant to the terms hereof, at an annual interest rate  equal  to
the prime rate as listed in the Wall Street Journal, plus three percent (3%).

6.  LIMITATION OF USE AND AUTHORITY

6.1   This  Agreement does not grant Licensee any right of ownership,  title  or
interest in the Trademarks, nor authorize Licensee to use the Trademarks  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 Trademarks, product names,
likenesses  or  any  derivations of the foregoing. The  Trademarks,  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
all  the Trademarks and incidental rights created by its use, together with  the
goodwill  relating  to that part of the business in connection  with  which  the
Trademarks are used 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 any 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 of  the  Trademarks  on  the
Goods in commerce 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 Trademarks 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 or any
       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
       trademarks 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.

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 any of the Trademarks 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
          any of the Trademarks or on Licensor's rights and interests in any
          of the Trademarks.

7.2  If  any  third party files a lawsuit, claim or any other type of proceeding
against  Licensee claiming that the use by Licensee of the Trademarks  infringes
upon a valid intellectual property right belonging to such third party, Licensor
shall  defend such actions at its own expense and hold Licensee harmless against
the  valid  claims of any such third party.  Licensor may choose to settle  such
lawsuit,  claim or other proceeding and Licensee shall cooperate to  effect  any
such  settlement,  provided  that such settlement  does  not  materially  affect
Licensee's  rights hereunder. Should any of the Goods covered by this  Agreement
become or in Licensor's opinion be likely to become the subject of such a claim,
Licensor  may, at its option, either procure for Licensee the right to  continue
selling  or  using  such product, or replace or modify the product  so  that  it
becomes non-infringing. However, to the extent that any settlement, judgment  or
decree prohibits or restricts Licensor's right to sell the goods covered hereby,
it  shall  be  released and discharged from any duty to Licensee to  supply  the
same.

7.3   If, in the opinion of Licensee, it becomes desirable to enforce any of the
Trademarks against a third party, Licensor may use reasonable efforts to do  so.
If  Licensor  fails  to enforce such Trademarks, Licensee may  bring  an  action
against  such third party in its own name or in the name of Licensor.  Any  such
action or other proceedings shall be at Licensee's sole expense and any monetary
relief  or award obtained shall be apportioned between the parties to the extent
of their respective losses.  Licensor, however, shall at any time have the right
to take over the prosecution of any such action and, in such event, any monetary
relief  or  award  shall  inure to the benefit of Licensor  and  Licensor  shall
reimburse  Licensee for reasonable expenses incurred by Licensee in  prosecution
of such action.

7.4  Licensee shall furnish all reasonable assistance, at Licensor's request  or
direction,  to  enable  Licensor to assert and prosecute any  claims  or  defend
against  any action arising in connection with or related to the Trademarks  and
the  matters described in SECTIONS 7.1 through 7.3 above. Such assistance  shall
include,  but   not  be  limited to: monitoring and reporting  to  Licensor  any
improper  or  unauthorized  use  of the Trademarks,  signing  documents,  giving
testimony, joining such action and asserting claims with respect to the licensed
Trademarks against third parties.

7.5   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 authorization in writing. Under  no  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,   trademarks,  properties  and  property   rights   generally,   and
specifically  to  conserve the goodwill and good name of  Licensor  and  of  the
Trademarks.

8.   EXCLUSIVITY

Nothing  in this Agreement shall be construed to prevent Licensor from using  or
granting any other licenses for the use of the Trademarks or from utilizing  the
Trademarks  in  any manner whatsoever, except that Licensor shall  not  use  nor
grant  any  other license of the Trademarks effective during the  Term  of  this
Agreement  within the Territory in connection with the sale of the Goods  listed
in Exhibit A prior to any breach of this Agreement by Licensee or termination of
this Agreement, excluding the Termination Period, as hereinafter defined.

9.   GOODWILL

Licensee  recognizes  the  great  value of  the  goodwill  associated  with  the
Trademarks and that the Trademarks have a secondary meaning in the mind  of  the
public.   Licensee acknowledges and agrees that a breach by Licensee of  any  of
its   covenants,  agreements  or  undertakings  hereunder  will  cause  Licensor
irreparable damage, which cannot be readily remedied in damages in an action  at
law,  and  may, in addition, constitute an infringement of Licensor's copyrights
or  trademarks,  and  agrees that, as a result, Licensor shall  be  entitled  to
equitable remedies, costs and attorneys' fees.

10.  TERMINATION

10.1  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.

10.2   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 Trademarks; (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, trademarks, 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 SECTION
16;  (v)  fails  to  pay any royalties 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  15
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.

10.3   Upon, and notwithstanding, 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 Trademarks and the manufacture, sale and distribution  of
Goods  utilizing the Trademarks. 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.

10.4   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 Trademarks in the possession
of Licensee, subject to the provisions of Section 10.6.

10.5   Within ten (10) days of the termination 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 10.6 hereof.

10.6   In  the event of termination by Licensor by reason of any cause contained
in  SECTION  10.1  or 10.2, 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 any advertising matter, packing material,
boxes,  cartons or other documentation relating thereto bearing the  Trademarks,
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 one year from the date of termination. This  one-year
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.

11.  DISTRIBUTION OF GOODS

11.1       Licensee shall use its best efforts to achieve the total gross  sales
projections for core products set forth on Exhibit G. Licensee shall, during the
Term,   diligently  and  continuously  market,  manufacture  (or  cause  to   be
manufactured),  distribute  and  sell the Goods  and  shall  make  and  maintain
adequate arrangements for their distribution throughout the Territory.

11.2   Licensee acknowledges that its failure to cease (or cause to  cease)  the
marketing, manufacture, assembly and packaging, sale or distribution of Goods or
any  class or category thereof using the Trademark at the termination   of  this
Agreement, other than as set forth in SECTION 10.6, will result in immediate and
irreparable  damage  to Licensor and to the rights of any  subsequent  licensee.
Licensee  acknowledges and admits that there is no adequate remedy  at  law  for
such  failure and that, in the event of such failure, Licensor shall be entitled
to equitable relief by way of temporary and permanent injunctions and such other
further  relief  as  any court with jurisdiction may deem just  and  proper  and
Licensee shall be responsible for all costs thereof.

12.       SUBCONTRACTORS

The  Licensee  shall obtain satisfactory written evidence from any subcontractor
that is retained by Licensee that such subcontractor will not use the Trademarks
in  any  manner  not permitted under this Agreement, in the form  set  forth  on
SCHEDULE  12,   in  those instances where the subcontractor furnishes  Goods  or
packaging  for the Goods bearing the Trademarks.  Licensee shall  use  its  best
efforts  to  assist and cooperate with Licensor with respect to  any  action  by
Licensor  to  enforce its rights to the Trademarks against any one  or  more  of
Licensee's subcontractors.

13.  SERVICE AND SPARE PARTS

Licensee shall establish and monitor such independent 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 shall provide for after sales warranty service, if required,
and  maintain  a  sufficient inventory of spare parts  for  the  Goods  for  the
respective  periods required by applicable federal or local law,  or  Licensee's
warranty, in the particular countries or regions throughout the Territory.

14.  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 that  entry
     into this agreement and the performance of its obligations hereunder do not
     and  shall  not  contravene, conflict with or result in  a  breach  of  its
     certificate of incorporation, by-laws, or any other 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 the 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.

15.  DISCLAIMER AND INDEMNIFICATION

15.1  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.

15.2   Licensor  shall have no liability or responsibility to  Licensee  or  any
other  person and/or entity arising out of or relating to the rights granted  to
Licensee pursuant to this Agreement.  Licensee shall defend, indemnify and  hold
harmless  Licensor, its employees, officers, directors, stockholders, 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 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 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, or  (iv)  any
action or omission arising out of the operation of Licensee's business.

16.  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  SCHEDULE
16  or  in  amounts required by law, whichever is greater, and furnish  Licensor
with certificates of insurance as evidence thereof, in the prescribed form prior
to  the  commencement of distribution of the Goods and annually  thereafter  not
less  than thirty (30) days prior to the expiration dates of said policies.   No
change  shall  be made in the certificate of insurance without Licensor's  prior
written approval. Licensor shall receive copies of all insurance policies.

17.  CONFIDENTIALITY

17.1   Each  party will use the Confidential Information received by  the  other
party solely for the purpose of carrying out this Agreement. Neither party  will
disclose  the  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,  including
the  manufacturer(s) of the Goods, to adhere to the terms and conditions of this
SECTION  17 as if, and to the same extent as if, he or she were a party to  this
Agreement.

17.2  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.

18.  FORCE MAJEURE

18.1   Neither  party  will have any liability to the other  by  reason  of  any
failure  or delay in performance of any provision of this Agreement, if  and  to
the  extent  that  such  failure or delay is due to any occurrence  (other  than
financial)  beyond the reasonable control of the party failing  or  delaying  to
perform. "Beyond reasonable control" shall mean acts of God, civil disturbances,
fires, floods, explosions, or riots, war, rebellion or sabotage.  The provisions
of this paragraph shall not apply to payment obligations under this Agreement.

18.2   A  party  seeking relief pursuant to this SECTION 18 shall,  as  soon  as
practicable  after  the  impediment and its effect on such  party's  ability  to
perform  become  known, give written notice to the other party.  Written  notice
shall  also be given when the impediment ceases. In any event, either party  may
cancel  this Agreement, upon written notice, if the impediment continues  for  a
period of 120 consecutive days.

19.  LICENSOR'S LINE OF BUSINESS

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 Trademarks shall not constitute a breach
of this Agreement.

20.  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. Any proposed  transferee
must  be  financially sound, knowledgeable of the type of business of  Licensee,
not  a  competitor of Licensor, committed to quality and positioned to grow  the
business.  Upon  Licensor's  approval in its sole  discretion,  control  may  be
transferred.  Absent Licensor's approval, any change in control or  transfer  of
ownership which occurs shall entitle Licensor to terminate this Agreement upon a
date established at Licensor's sole discretion.

21.  MISCELLANEOUS

21.1   No provision of this Agreement may be changed, amended or waived,  except
in a writing signed by both parties.

21.2   Any  waiver  on the part of any party of any right or interest  hereunder
shall  not imply the waiver of any subsequent breach or the waiver of any  other
rights.   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.

21.3    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.

21.4   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 herein set forth, or at such other address as each party may provide  to
the  other in writing from time to time:

     (a)  If to Licensor:

               Emerson Radio Corp.
               Nine Entin Road
               Parsippany, NJ  07054
               Attention:  Legal Department
               [Facsimile No. (973) 428-2022]

     (b)  If to Licensee:

               Tel-Sound Electronics, Inc.
               2400 W. Copans Road #9
               Pompano Beach, FL 33069
               Attention:  Allan Weinstein, President
               [Facsimile No. (954) 984-1755]

Any such notice will be effective upon actual receipt or three (3) days after it
is  deposited  in the mail, postage prepaid, properly addressed  and  certified,
whichever occurs first.

21.5   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.

21.6   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.

21.7   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, and the federal and state 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,  or  the
United  States  District Court for the District of 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.

21.8   Licensee shall strictly and fully comply with all export controls imposed
by  the  United  States or any country or organization of nations  within  whose
jurisdiction Licensee operates or does business.

21.9   The  respective indemnities, agreements, representations, warranties  and
other statements of each of the parties hereto and the undertakings set forth in
or  made  pursuant to this Agreement will remain in full force and  effect,  and
will survive the termination of this Agreement.

21.10   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.

21.11  All payments shall be made directly by Licensee to Licensor and shall  be
in U.S. Dollars.

     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.
                         A Delaware Corporation


                         By:  /s/ John J. Raab
                         John J. Raab
                         Senior Vice-President - International

                         TEL-SOUND ELECTRONICS, INC.
                         A Florida Corporation


                    By:  /s/ Allan Weinstein
                         Allan Weinstein
                         President



                     UNCONDITIONAL AND CONTINUING GUARANTEE

For   good   and  valuable  consideration,  the  receipt  of  which  is   hereby
acknowledged,  and  to  induce Emerson Radio Corp. to  enter  into  the  annexed
License  Agreement with Tel-Sound Electronics, Inc., the undersigned Guarantors,
which  include  all  of  the shareholders of Licensee,  jointly  and  severally,
unconditionally  guarantee the due and timely payment  in  full,  including  all
interest,  fees, and charges (including but not limited to costs  of  collection
and  attorneys' fees), of all royalty and other payment obligations (hereinafter
"obligations")  of  Licensee set forth in the annexed License Agreement  between
Emerson Radio Corp. as Licensor ("Licensor"), and Tel-Sound Electronics, Inc. as
Licensee  ("Licensee"),  which is being entered into  simultaneously  with  this
Guaranty.  Guarantors further agree that if these obligations are  not  paid  by
Licensee,  the Guarantors shall, jointly and severally, pay same unconditionally
and upon demand and without set-off or counterclaim.

Guarantors  further  understand that this is a continuing  guarantee  and  shall
cover  all  payment obligations of Licensee. If any of the obligations  are  not
paid when due, Licensor shall not be required to exhaust any other remedies  for
recovery and collection of the guaranteed obligations, or to commence any action
or obtain a judgment against Licensee, before looking to Guarantors for payment.
Guarantors  shall promptly pay any monies due upon receipt of notice and  demand
therefore  from  Licensor. Guarantors hereby waive notice of the  acceptance  of
this  Guaranty, notice of demand and maturity of payments to become due,  notice
of  default  in  payment  by  the Licensee, notice of  adverse  changes  in  the
Licensee's financial condition or prospects, or any fact which may increase  the
Guarantors'  liability  or  risk,  and  all  such  other  notices  required   or
customarily  given under like circumstances. Guarantors expressly  consent  that
the  time  of payment and performance of any obligations hereby secured  may  be
extended, waived or modified from time to time without notice to or consent from
the  Guarantors, and Guarantors shall not be released or discharged,  either  in
whole  or  in  part,  notwithstanding  any  extension,  waiver,  settlement   or
modification,  or by Licensor's failure or delay in any respect.  Nothing  shall
discharge  or  satisfy  the  liability of Guarantor hereunder  except  the  full
performance and payment of the obligations with interest.

Guarantors, for themselves, their heirs, administrators, successors and assigns,
represent that they are financially interested in Licensee and agree to be  held
responsible  for said obligations, precisely as if the same had been  contracted
and due and owing by the Guarantors themselves, and agree to pay the obligations
on  demand,  for any balance that may be due and payable at any  time  from  the
Licensee to Licensor.

This  is  a  continuing Guaranty and shall extend to cover any renewals  of  the
License  Agreement, any claims, demands or other matters guaranteed  under  this
instrument,  or  the  extension of time of payment or performance  thereof,  and
shall  remain  in full force and effect from the effective date of  the  License
Agreement  until  any  termination  or  expiration.  Notwithstanding  any   such
termination  or expiration, the Guarantors shall continue to remain  liable  for
all obligations and amounts outstanding as of such termination or expiration and
all  credit  and  forbearances  extended to  the  Licensee,  and  all  costs  of
collection and enforcement of such obligations and sums against the Licensee and
Guarantors.

The  Guarantors  represent  and  warrant that execution  and  delivery  of  this
instrument  does  not  violate any provision of law,  restriction  or  provision
contained  in  any  instrument or agreement binding upon  the  Guarantors.  This
Guaranty  will not render the Guarantors insolvent or unable to pay their  debts
as  they  mature, or leave them with inadequate capital. Guarantors  acknowledge
that  entry into this guaranty agreement is a condition to Licensor's entry into
the  License  Agreement with Licensor and agree to waive  any  defenses  to  the
enforcement of this Guaranee or any rights of Licensor created hereby.

This  document  sets  forth the entire understanding between  the  parties  with
respect  to  its subject matter.  It may not be modified, amended or superseded,
and  no  provision  hereof  may  be waived, except  by  a  writing  executed  by
Guarantors and by Licensor which, by its terms makes specific reference  hereto.
This  document  shall  be construed under the laws of the State  of  New  Jersey
applicable to contracts executed and to be fully performed in such jurisdiction,
without  reference  to  any  conflicts of laws  provisions  thereof.  Guarantors
consent to the personal jurisdiction and venue of the courts of the State of New
Jersey,  in the County of Morris, and to the personal jurisdiction and venue  of
the  United  States District Court for the District of New Jersey.  Notices  and
process to Guarantors may be given by certified mail at the addresses set  forth
below.

      IN  WITNESS WHEREOF, the Guarantors have duly executed and delivered  this
Guarantee, effective as of March 30, 1998.

Allan Weinstein

/s/ Allan Weinstein                          /s/ Judy Bryant
(Signature)                                  (Notary Public)
                                                       (seal)
Residing at 2400 W. Copan Rd. #9
            Pompano Beach FL  33069 

Harold Tattleman                  

/s/ Harold Tattleman                         /s/ Cathleen Balka
(Signature)                                  (Notary Public)
                                                       (seal)
Residing at 807 Willow Hills Lane
            Prospect Hghts. ILL  60070

Leslie Sugar

/s/ Leslie Sugar                             /s/ Cathleen Balka
 (Signature)                                 (Notary Public)
                                                       (seal)
Residing at 2197 Lake Shore Cir.
            Arlington Hts. IL 60004