SUPPLY AND INSPECTION AGREEMENT

This  Agreement, dated effective as of March 31, 1998, is by and between EMERSON
RADIO  CORP., a Delaware corporation, having a place of business at  Nine  Entin
Road,  Parsippany, New Jersey  07054 (hereinafter "Emerson"), and  WW  MEXICANA,
S.A.  de C.V., a  corporation duly organized under the laws of Mexico, having  a
place  of business at Carr. Picacho Ajusco no. 238 - 7o. piso, Col. Jardines  en
la Montana, C.P. 14210, Mexico, D.F. (hereinafter "WW Mexicana").

Emerson,  directly  and through affiliates, distributes a  variety  of  consumer
electronics products and microwave oven products in various countries throughout
the  world.   Emerson is the owner of certain valuable and well-known trademarks
throughout the world and the goodwill associated therewith;

WW  Mexicana, directly and through affiliates, distributes consumer  electronics
and other products in various countries throughout the world;

Emerson  and  WW  Mexicana have entered into a License Agreement  of  even  date
herewith  (the  "License  Agreement") providing for  the  specified  use  by  WW
Mexicana  of  the  "Emerson  and  G-Clef"  trademark  in  connection  with   the
distribution  in  the territory of Mexico ("the Territory"  as  defined  in  the
License  Agreement), of televisions (color and black and white), video  cassette
recorders,  color  television/video cassette recorder combinations,  camcorders,
microwave ovens, boom boxes, shelf systems, clock radios, car radios, audio  and
video  products,  Dolby  Surround(Registered) Home Theater  speaker  systems
and compact refrigerators and freezers [more particularly described
in the License Agreement and  referred  to herein as "the Goods"].
WW Mexicana desires, and  the  parties have agreed that WW Mexicana
shall, as set forth herein, source through Emerson, for  sale and
distribution within the Territory, certain of the Goods which  are
the  subject of the License Agreement, together with other products to be agreed
upon  in advance by the parties in writing and replacement parts for all of  the
foregoing (collectively referred to herein as "the Products");

Emerson  and  WW  Mexicana  desire to set forth their respective  agreements  to
provide  for,  among other things, the sourcing and inspection  of  Products  by
Emerson  or  its affiliates, and the payment of a fee to Emerson by WW  Mexicana
for these services, as set forth herein;

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

1.   DEFINITIONS

1.1   "Affiliate"  will  mean  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"  will mean  any  and  all  information,  data,
specifications,  customer lists, products and services  information,  sales  and
marketing  information,  vendor  data,  and  proprietary  information  regarding
Emerson,   WW  Mexicana  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  "Emerson" means Emerson Radio Corp. and its Affiliates.

1.4  "Subsidiaries" will mean all direct and indirect subsidiaries of a party.

2.   SUPPLY/SOURCING OF PRODUCTS BY EMERSON

2.1   Emerson, directly or through its Affiliates, shall source for WW  Mexicana
(subject  to force majeure as defined at SECTION 13 and timely payment  pursuant
to SECTION 4), Products ordered by WW Mexicana, from time to time, from the date
hereof until the expiration or termination of the License Agreement executed  by
the  parties simultaneously herewith, or other termination as set forth  herein,
in  which case Emerson shall be relieved of its obligations as set forth herein.
WW  Mexicana shall source through Emerson or its Affiliates not less than 75% of
WW  Mexicana's video, audio, car stereo and microwave oven purchase requirements
under the License Agreement with Emerson or an Affiliate of Emerson. WW Mexicana
shall use its best efforts to achieve the total gross sales projections for  the
Products covered by this Agreement, set forth on Appendix A hereto.

2.2   WW  Mexicana shall submit to Emerson from time to time its written request
for  purchase information setting forth the details of its request for Products,
including a description of the Products, the quantity of Products desired by  WW
Mexicana,  the delivery date desired for the Products, the delivery address  and
such other terms as the parties shall agree upon.

2.3   Emerson shall then solicit from manufacturers, suppliers and vendors terms
and conditions for the purchase by and sale to WW Mexicana of such Products.

2.4   Thereafter, Emerson shall assist WW Mexicana in establishing  pricing  and
confirming  purchase  and delivery requests. Emerson shall  then  use  its  best
efforts to confirm the purchase price and delivery date to WW Mexicana.

2.5   Following  confirmation of the purchase price  and  delivery  date  to  WW
Mexicana  by Emerson, WW Mexicana shall issue a purchase order directly  to  the
manufacturer,  supplier  or vendor, and simultaneously provide  copies  of  each
purchase  order to Emerson. Emerson shall use reasonable efforts  to  have  such
manufacturer, supplier or vendor execute and deliver to WW Mexicana a copy of WW
Mexicana's General Specifications in the form to be supplied by WW Mexicana, and
reviewed  and  approved  by  Emerson, annexed  as  Appendix  B.  Notwithstanding
Emerson's  ability  to  obtain  the agreement to or  signature  on  the  General
Specifications,  WW Mexicana shall, notwithstanding any agreement  entered  into
with a manufacturer, vendor or supplier of Products, whether oral or written, be
required to make the payments to Emerson as set forth herein, and shall  require
such  manufacturer, supplier or vendor, in any such agreement, to  indemnify  WW
Mexicana and its agents, including Emerson expressly, for any claims made  as  a
result  of the sale of the Products to WW Mexicana. Such agreement shall include
the  language set forth on Appendix C. WW Mexicana shall not enter into any such
agreement  with  a  manufacturer, supplier or vendor which  conflicts  with  the
provisions of this Agreement.

2.6   The purchase price of all Products ordered by, for the benefit of,  or  at
the   direction  of  WW  Mexicana  which  are  sourced  by  Emerson   from   the
manufacturers,  vendors or suppliers, shall be paid directly by WW  Mexicana  to
the  manufacturer, vendor or supplier, and WW Mexicana shall  make   payment  in
accordance  with the manufacturer's requirements, directly to the  manufacturer,
vendor or supplier. Emerson shall assist WW Mexicana to obtain the agreement  of
the manufacturer, vendor or supplier to payment by 60-day sight letter of credit
and,  in  the event the manufacturer, vendor or supplier agrees to such  payment
terms,  WW  Mexicana  shall provide a copy to Emerson of  all  such  letters  of
credit.  Letters of credit shall be subject to interest at the rate of 9.0%  per
year,  or  .75% per month (subject to change based upon prime rate).  All  other
costs related to the sourcing and supply of Products, including, but not limited
to,  applicable freight, insurance and tax charges and expenses, shall be  borne
solely  by  WW Mexicana which shall pay such costs directly to the manufacturer,
supplier  or  vendor. One percent (1%) free parts shall be  provided  with  each
order placed by WW Mexicana.

2.7   Short  Term and Other Product Needs; Returns and Refurbished  Merchandise.
See attached Schedule 2.7 which is incorporated herein.

3.    INSPECTION  OF  PRODUCTS BY EMERSON. In addition to  the  services  to  be
performed  by  Emerson as set forth above, Emerson shall perform  the  following
sourcing and inspection services:

    -  supply plans for the production of Products and availability of samples
    -  provide  quality  control services, including testing  inspection  and
       quality assurance audits in accordance with industry standards
    -  provide logistical services and support for the scheduling of deliveries
       and transportation of the Products
    -  assist in the cosmetic design of goods and packaging engineering
    -  identify manufacturers
    -  investigate  manufacturer's ability to  manufacture  to  WW  Mexicana's
       specifications, including adequacy of manufacturer's
       facilities, equipment and knowledge
    -  ensure that manufacturer has suitable testing equipment and personnel
    -  ensure manufacturer has adequate internal quality control procedures
    -  obtain information pertaining to the financial stability of manufacturer
    -  investigate manufacturer's reputation and ability to ship on  a  timely
       basis
    -  assist in production scheduling and coordinating with the manufacturer
       for the expedition of shipments after order placed by WW Mexicana
    -  provide Emerson quality control inspectors to inspect product, including
       on manufacturer's premises (Emerson's China personnel)
    -  provide  the assistance of Emerson quality assurance group  to  inspect
       product to AQL levels (including samples and inspection by Emerson's
       Hong Kong and China personnel)
    -  perform quality control life test procedures (including the performance
       by Emerson Hong Kong personnel)

The  above  shall  be performed by Emerson with respect to Products  sourced  by
Emerson  and  to be purchased by WW Mexicana, provided, however,  that  in  each
instance  WW  Mexicana  shall  provide  Emerson  with  all  information  in  its
possession  necessary or desirable to accomplish the foregoing. It is  expressly
understood  that WW Mexicana shall be solely responsible, at its sole  cost  and
expense,  for  obtaining  all  governmental permits  and  approvals  customarily
obtained for sale of the Products and such permits and approvals as are required
by the laws of the Territory.

4.   COMPENSATION.

4.1   In  consideration for the performance by Emerson of the services described
herein, WW Mexicana shall pay to Emerson a sourcing fee for all Products ordered
by,  for the benefit of, or at the direction of, WW Mexicana, which shall be one
and  one-half percent (1.5%) of the Product F.O.B. price per unit.  WW  Mexicana
shall also pay to Emerson an inspection fee equal to one-half percent (1/2%) per
unit  of  the Product F.O.B. price for all Products ordered by, for the  benefit
of,  or at the direction of, WW Mexicana and for which a purchase order has been
issued by WW Mexicana, from the manufacturer, supplier or vendor or any agent or
contractor thereof.

4.2   The  fees  set forth in Section 4.1 above shall be billed by  Emerson  and
shall  be payable upon net 60-day terms. No deduction shall be made for late  or
non-conforming shipments or returned Products and all liability shall be against
the manufacturer, vendor or supplier.

5.    INSURANCE.   WW Mexicana shall cause to be maintained in  full  force  and
effect,  at  its own cost, insurance for the benefit of Emerson,  in  accordance
with   the  provisions  of  the  License  Agreement  executed  by  the   parties
simultaneously  herewith,  and furnish Emerson with  certificates  of  insurance
evidencing the requisite insurance coverage.

6.   CONFIDENTIALITY.

6.1   The  parties recognize that by reason of this Agreement, a party  and  its
representatives  (including the auditors of a party)  may  acquire  Confidential
Information.  Each party will use the Confidential Information received from the
other  party solely for the purpose of carrying out this Agreement.  Each  party
recognizes that all such Confidential Information acquired from the other  party
is   the  property  of  such  other  party  and  that  the  recipient  and   its
representatives  (including  auditors)  shall  not,  during  the  term  of  this
Agreement  or  thereafter, directly or indirectly, use, publish, disseminate  or
otherwise disclose any Confidential Information obtained in connection with this
Agreement  without the express written consent of a duly authorized  officer  of
the  other  party, unless compelled by law or required by applicable  securities
rules and regulations or in the written opinion of counsel is required by law to
be  disclosed. In such case, each party shall inform the other party as  far  in
advance  as  possible  prior to making any such disclosure. Notwithstanding  the
foregoing, Emerson shall not be required to inform or obtain the consent  of  WW
Mexicana  for  the issuance of any press release which utilizes,  refers  to  or
discloses sales 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,
auditors or employees to whom a disclosure of Confidential Information is  made,
or any subcontractor, including the manufacturer(s), vendor(s) or supplier(s) of
the Products, to adhere to the terms and conditions of this SECTION 6 as if, and
to the same extent as if, he or she were a party to this Agreement.

6.2   Upon expiration or termination of this Agreement, each party shall  return
to  the other party all copies of Confidential Information provided by the other
party then in its possession or control and destroy memoranda or other documents
created using Confidential Information and confirm such destruction to the other
party  upon  such  party's written request. Notwithstanding the  above,  Emerson
shall  not  be  required  to return or destroy financial  or  other  information
relating to the sales and royalties pertaining to this Agreement or the  License
Agreement  entered into simultaneously herewith, which has become or  becomes  a
part of Emerson's books and records.

7.    INDEPENDENT CONTRACTOR.      Emerson will be considered, for all purposes,
an  independent contractor and it will not, directly or indirectly,  act  as  an
agent,  servant or employee of WW Mexicana or make any commitments or incur  any
liabilities  on  behalf of WW Mexicana without its prior written  consent  other
than  in accordance with the terms of this Agreement. All personnel assigned  by
Emerson  to  perform the services hereunder will be employees of Emerson,  which
shall  pay all salaries and expenses of, and all applicable payroll, withholding
or other taxes relating to such employees.

8.    NON-SOLICITATION.   So long as Emerson is acting as supply agent under the
terms hereof and for a period of two (2) years following the termination of this
Agreement,  WW Mexicana shall not, unless it pays to Emerson all fees  described
herein as if Emerson were performing as supply agent, solicit any manufacturers,
suppliers  or  vendors  which sold, manufactured or  otherwise  distributed  the
Products  to, for the benefit of, or at the direction of WW Mexicana and  as  to
which  Emerson has acted as supply agent, provided such manufacturers, suppliers
and  vendors  have  not,  prior to the effective date of  this  Agreement,  done
business in any way with WW Mexicana concerning the Products.

9.    TERM.         Subject to the provisions of Section 10, the  term  of  this
Agreement shall continue for a period of 3 years and 3 months from the effective
date  of  this Agreement, unless otherwise renewed or terminated by  Emerson  in
conjunction with the renewal or termination by Emerson of the License  Agreement
executed by the parties simultaneously herewith.

10.   TERMINATION.    If  either  party  defaults  in  performing  its  material
obligations  under this Agreement and fails to cure that default  within  thirty
(30)  days after receiving from the first party a written notice specifying  the
default, the first party may terminate this Agreement upon written notice to the
other.  Upon termination of this Agreement WW Mexicana shall be liable  for  all
payments due to Emerson through the date of termination in accordance with  this
Agreement. Notwithstanding any termination of this Agreement, WW Mexicana  shall
be  required  to  fulfill  its obligations pursuant  to  the  License  Agreement
executed  by the parties simultaneously herewith, unless such License  Agreement
is otherwise terminated by Emerson as set forth therein.

11.   NO  WARRANTY.   EMERSON MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
CONCERNING  THE  PRODUCTS, OR THE MERCHANTABILITY OR  FITNESS  THEREOF  FOR  ANY
PURPOSE  OR  USE.  IN THE EVENT OF AN EPIDEMIC FAILURE OR THE PRODUCTS  FAIL  TO
CONFORM  TO WW MEXICANA'S SPECIFICATIONS, EMERSON SHALL USE ITS BEST EFFORTS  TO
ASSIST  WW  MEXICANA  IN  ITS  EFFORTS  TO RECOVER  FROM  THE  MANUFACTURER  ANY
ADDITIONAL  COSTS  INCURRED BY WW MEXICANA AS A RESULT OF SUCH FAILURE.  EMERSON
SHALL  ALSO  PROVIDE  REASONABLE  ASSISTANCE  IN  ENFORCING  THE  MANUFACTURER'S
WARRANTY AND WW MEXICANA'S GENERAL SPECIFICATIONS.

In  no  event shall Emerson be liable for any incidental, consequential, special
or  indirect  damages of any nature or kind whatsoever, or for lost profits,  in
connection with the transport, storage, sale or use of the Products and for  any
claim  originating from the sale, marketing, distribution or use of the Products
WW  Mexicana  shall  go  directly to the manufacturer,  supplier  or  vendor  of
Products.   WW  Mexicana  is not authorized to issue  any  warranty  binding  on
Emerson.  Emerson shall not be liable for any canceled orders, delayed  or  non-
conforming  shipments or any claims or damages flowing therefrom. Emerson  shall
have no liability for products ordered directly by WW Mexicana.

12.   INDEMNIFICATION.    WW Mexicana shall defend, indemnify and hold  harmless
Emerson,  its  Affiliates and the employees, agents, officers and  directors  of
each of Emerson and its Affiliates from and against any and all claims, demands,
judgments,  liability,  damages,  losses,  costs  and  expenses  of  any  nature
(including attorneys' fees and expenses), including, without limitation,  death,
personal  injury,  property  damage  or  product  liability  arising  from   the
manufacture, assembly, packaging and transportation of the Products  sold  under
the  terms  hereof,  which operations shall be performed  by  the  manufacturer,
supplier or vendor.  WW Mexicana hereby represents and warrants to Emerson  that
the  Products will not infringe upon or otherwise conflict with the intellectual
property  rights  of any person. WW Mexicana shall, at its own  expense,  defend
Emerson  in  any  and all actions or suits alleging that any  Product  infringes
another  person's  intellectual property rights and  shall  indemnify  and  hold
Emerson  harmless from all loss, damage, liability and cost and expense incurred
by  Emerson  on  account  of the sale, marketing, distribution  or  use  of  the
Products including any alleged infringement. WW Mexicana shall require,  in  its
General Specifications Agreement, that the manufacturer provide such defense and
indemnification  to  WW  Mexicana and its agents, including  Emerson  expressly.
Emerson may, at its option, elect to participate in any defense of any action in
which it may be a named party. In the event WW Mexicana refuses or cannot defend
any  such action or suit, whether following receipt of notice from Emerson or  a
third  party,  Emerson  may defend such action or suit  and  WW  Mexicana  shall
indemnify Emerson for all costs and expenses related thereto.

Emerson shall notify WW Mexicana promptly in writing upon receipt by Emerson  of
any  notice  of  any  oral or written claim or demand,  or  any  suit,  alleging
infringement  of  any  person's intellectual property  right  or  any  claim  in
connection with the Products and shall permit WW Mexicana to defend,  and  shall
cooperate  fully  with WW Mexicana in the defense of, any such action,  provided
that WW Mexicana shall reimburse Emerson for its expenses of such cooperation.

13.   FORCE  MAJEURE.   If any party is rendered wholly or partially  unable  by
Force  Majeure  (other than financial) to carry out its obligations  under  this
Agreement,  and  if that party gives prompt written notice and details  of  such
Force  Majeure  to the other party, the notifying party shall  be  excused  from
performance  of  its obligations under this Agreement during the continuance  of
any  inability  so  caused  and  for  a period  thereafter  that  is  reasonably
necessary, taking into account all relevant circumstances, to permit that  party
to  recommence performance of its obligations.  Such cause shall be remedied  by
the  notifying  party as far as possible with reasonable speed and  effort,  but
neither  party  shall have any obligation to settle any labor dispute.  For  the
purposes  of this Agreement, "Force Majeure" shall mean acts of God,  industrial
disputes,  acts of public enemies or terrorists, war, other military  conflicts,
blockades, insurrections, riots, epidemics, quarantine restrictions, landslides,
lightning,   earthquake,  fires,  storms,  floods,  washouts,   arrests,   civil
disturbances, restraints by or actions of any governmental authority  (including
export  or  security restrictions on information, material, personnel, equipment
or  otherwise),  national economic crisis (which restricts credit  or  makes  it
inaccessible with a resulting currency devaluation in excess of 20%), breakdowns
of  plant or machinery, inability to obtain transport or supplies, and any other
acts  or events whatsoever, whether or not similar to the foregoing, not  within
the  reasonable control of the party claiming excuse from performance, which  by
the  exercise of due diligence and best reasonable efforts said party shall  not
have been able to overcome or avoid without unreasonable expense. The provisions
of this paragraph shall not apply to payment obligations under this Agreement.

In  any  event, either party may cancel this Agreement, upon written notice,  if
the Force Majeure continues for a period of 120 consecutive days.

14.  MISCELLANEOUS.

14.1 NO ASSIGNMENT.   This Agreement may not be assigned by either party without
the prior written consent of the other party.

14.2  GOVERNING  LAW AND JURISDICTION.  This Agreement will be governed  by  and
construed  in  accordance  with  the  laws  of  the  State  New  York,   U.S.A.,
notwithstanding  any  choice of laws rules thereof, and WW Mexicana  irrevocably
submits  to the exclusive jurisdiction of the courts of the State of  New  York,
and  venue shall lie exclusively in New York County, New York.  However,  it  is
expressly  understood that this Section shall not preclude  Emerson's  right  to
make application for, and seek enforcement of, any judgment or injunctive relief
in any court having jurisdiction.

14.3  NO  AMENDMENT.     This Agreement may not be changed, amended or  modified
except by an instrument in writing executed by each of the parties.

14.4  NO  WAIVER.   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.

14.5  SEVERABILITY.  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.

14.6  SURVIVAL. All obligations of the parties set forth in paragraphs 5, 6,  7,
8,  11,  12 and 14 of this Agreement shall survive the expiration or termination
of this Agreement.

14.7  NOTICE.   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 party  at  its  address
herein  set  forth, or at such other address as each party may  provide  to  all
parties hereto in writing from time to time:

                    (A)  If to Emerson:

                         Emerson Radio Corp.
                         Nine Entin Road, P.O. Box 430
                         Parsippany, New Jersey  07054-0430
                         Attn:  Legal Department
                         [Facsimile No. (973) 428-2022]

                    (B)  If to WW Mexicana:

                         WW Mexicana, S.A. de C.V.
                         Carr. Picacho Ajusco No. 238 - 7o. piso
                         Col. Jardines en la Montana, C.P. 14210
                         Mexico, D.F.
                         Attn.:  Fernando Sanchez-Navarro M., President
                         [Facsimile No. (52)(5) 630-0122]

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

14.8  ENTIRE  AGREEMENT.   Together with the License Agreement executed  by  the
parties  simultaneously  herewith, all documents  referenced  therein,  and  all
documents  annexed thereto, this Agreement and exhibits hereto shall  constitute
the  entire  and  sole  agreement and understanding of all  parties  hereto  and
supersede all other agreements, understandings, and communications, whether oral
or written, regarding the subject matter hereof and of the License Agreement.

14.9  EXECUTION.           This  Agreement may be  executed  in  any  number  of
counterparts, and 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 all
of the parties.

14.10      PRESS RELEASES.   WW Mexicana shall not disseminate any press release
or  other  announcement  relating  to  the  transactions  contemplated  by  this
Agreement without Emerson's prior written consent as to the contents thereof.

14.11      PAYMENTS.      All payments to be made pursuant to the terms of  this
Agreement  shall  be made directly by WW Mexicana to Emerson,  or  a  designated
affiliate of Emerson, and shall be made in U.S. dollars.

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

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


     EMERSON RADIO CORP.                WW MEXICANA, S.A. DE C.V.


     By:  /s/ John J. Raab               By:   /s/ Fernando Sanchez-Navarro M.
          John J. Raab                         Fernando Sanchez-Navarro M.
          Senior Vice President-               President
          International