AMENDMENT NO. 7 TO FINANCING AGREEMENTS


                              As of March 31, 1998

Emerson Radio Corp.
Majexco Imports, Inc.
9 Entin Road
Parsippany, New Jersey 07054

Gentlemen:

      Congress Financial Corporation ("Lender"), Emerson Radio Corp. ("Emerson")
and  Majexco  Imports, Inc., ("Majexco"; and together with Emerson, individually
and   collectively,   the  "Borrower")  have  entered  into  certain   financing
arrangements pursuant to the Loan and Security Agreement, dated March 31,  1994,
by  and  between Lender and Borrower, as amended by Amendment No. 1 to Financing
Agreements,  dated  August  24, 1995, Amendment No. 2 to  Financing  Agreements,
dated  February 13, 1996, Amendment No. 3 to Financing Agreements, dated  August
20,  1996,  Amendment No. 4 to Financing Agreements, dated  November  14,  1996,
Amendment  No. 5 to Financing Agreements, dated February 18, 1997, and Amendment
No.  6  to  Financing Agreements, dated August 14, 1997 (as amended,  the  "Loan
Agreement"),  together with various other agreements, documents and  instruments
at any time executed and/or delivered in connection therewith or related thereto
(as  the  same  now  exist or may hereafter be amended, modified,  supplemented,
extended,   renewed,   restated  or  replaced,  collectively,   the   "Financing
Agreements").   All capitalized terms used herein and not herein  defined  shall
have the meanings given to them in the Loan Agreement.

      Borrower  has  requested that Lender agree to certain  amendments  to  the
Financing Agreements, and Lender is willing to agree to such amendments, subject
to the terms and conditions set forth herein.

      In  consideration  of the foregoing, the mutual agreements  and  covenants
contained  herein and other good and valuable consideration, the parties  hereto
agree as follows:

      1.  MAXIMUM CREDIT.  The reference to "$30,000,000" in Section 1.34 of the
Loan  Agreement,  as  previously amended, is hereby deleted  and  replaced  with
"$10,000,000".

      2.   LETTER  OF CREDIT ACCOMMODATIONS.  The reference to "$15,000,000"  in
Section  2.2(d) of the Loan Agreement, as previously amended, is hereby  deleted
and replaced with "$5,000,000".

     3.  ADJUSTED NET WORTH.

        (a)   Section  1.2  of  the  Loan Agreement is  hereby  deleted  in  its
entirety and replaced with the following:

         "1.2 "Adjusted Net Worth" shall mean as to any Person, at any time, in
         accordance with GAAP on a consolidated basis with such Person's
         subsidiaries (except as otherwise specifically set forth below), the
         amount equal to:  (a) the difference between:  (i) the aggregate net
         book value of all assets of such Person and its subsidiaries,
         calculating the book value of inventory, for this purpose on a first-
         in-first-out basis, after deducting from such book values all
         appropriate reserves in accordance with GAAP (including all reserves
         for doubtful receivables, obsolescence, depreciation and amortization)
         and (ii) the aggregate amount of the indebtedness and other
         liabilities of such Person and its subsidiaries (including tax and
         other proper accruals), plus (b) indebtedness of such Person and its
         subsidiaries which is subordinated in right of payment to the full and
         final payment of all of the Obligations on terms and conditions
         acceptable to Lender."
         
         (b)   Section 9.14 of the Loan Agreement, as previously amended,  shall
be  deleted in its entirety and replaced with the following, effective as of the
date hereof:

          "9.14  ADJUSTED NET WORTH.  Emerson shall, at all
times, maintain, on a consolidated basis with its subsidiaries,
Adjusted Net Worth of not less than $10,000,000."

     4.  REVOLVING LOAN FORMULAS.

          Section 2.1(a) of the Loan Agreement is hereby deleted in its entirety
and replaced with the following:

          "2.1  LOANS.

               (a)  Subject to, and upon the terms and conditions
contained herein, Lender agrees to make Loans to Borrower from time to
time in amounts  requested by Borrower up to the amount equal to:

                         (i) the sum of:

                         (A) the lesser of:

                              (1) $500,000; or
                              (2) sixty (60%) percent of the
                                  Net Amount of Eligible Accounts of Emerson;
                                  plus

                         (B)  fifty-five (55%) percent of the
                 Value of Eligible Inventory consisting of first quality
                 finished goods of Emerson; plus

                         (C)  twenty (20%) percent of the Value
                 of Eligible Inventory of Emerson consisting of finished
                 goods returned to Emerson by its customers, that is both (a)
                 owned by Emerson and (b) in the possession of Emerson or in
                 public warehouses under Emerson's control; less

                    (ii)  any Availability Reserves."

None of the Inventory or Accounts of the Eligible Subsidiary shall be considered
Eligible  Inventory  or  Eligible Accounts and no  Loans  or  Letter  of  Credit
Accommodations  shall be available in respect thereof.  The "Canadian  Sublimit"
as referred to in Section 2.1(e) of the Loan Agreement is hereby reduced to zero
($0).   The last sentence of Section 2.1(c) of the Loan Agreement, as previously
amended,  is  hereby further amended by changing the reference to  "$20,000,000"
contained therein to "$10,000,000".

      5.   UNUSED  LINE FEE.  Section 3.4 of the Loan Agreement,  as  previously
amended, is hereby deleted in its entirety and replaced with the following:

          "3.4  UNUSED LINE FEE.  Borrower shall pay to Lender
          monthly an unused line fee calculated at the rate of nine-tenths
          (.9%) percent per annum upon the amount by which $10,000,000
          exceeds the average daily principal balance of the
          outstanding Loans and Letter of Credit  Accommodations
          during the immediately preceding month (or part thereof) while the
          Agreement is in effect and for so long thereafter as any of the
          Obligations are outstanding, which fee shall be payable on the first
          day of each month, in arrears."

      6.  RENEWAL DATE.  The reference to "the date four (4) years from the date
hereof"  contained  in  Section  12.1(a) of the Loan  Agreement,  as  previously
amended, is hereby deleted and replaced with the following:  "March 31, 2001".

     7.  EARLY TERMINATION FEE.

         Section 12.1(c) of the Loan Agreement shall be deleted in its entirety
and replaced by the following:

               "(c) If for any reason this Agreement is terminated
               prior to the end of the then current  term or renewal term of
               this Agreement, in view of the impracticality and extreme
               difficulty of ascertaining actual damages and by mutual
               agreement of the parties as to a reasonable calculation of
               Lender's lost profits as a result thereof, Borrower agrees to
               pay to Lender, upon the effective date of such termination,
               an early termination fee in the amount of one percent (1%)
               of the Maximum Credit."

The provisions of Section 9(b) of Amendment No. 1 to Financing Agreements and of
Section 6(b) of Amendment No. 4 to Financing Agreements are no longer applicable
and are hereby deleted.

      8.   RELEASE  OF  PORTIONS OF PLEDGED COMMON STOCK AND  WARRANTS.   Lender
agrees  to  release from the Collateral all except 500,000 shares of the  common
stock of Sport Supply Group Inc. previously pledged by Emerson to Lender and all
of  the  common  stock  warrants issued by Sport Supply  Group  Inc.  previously
pledged  by  Emerson  to Lender pursuant to the Pledge and  Security  Agreement,
dated December 10, 1996, by Emerson in favor of Lender, subject to the terms and
conditions  contained herein and as provided in Amendment No. 1  to  Pledge  and
Security  Agreement executed and delivered by Emerson in favor of Lender  as  of
the date hereof.

      9.   CONDITIONS  PRECEDENT.  The effectiveness  of  the  other  terms  and
conditions contained herein shall be subject to

           (a)   the  receipt by Lender of each of the following,  in  form  and
substance satisfactory to Lender:

                (i)  an original of this Amendment, duly authorized, executed an
delivered by Borrower and consented and agreed to by the other Obligors; and

                (ii)   an  original  of Amendment No. 1 to Pledge  and  Security
Agreement, duly authorized, executed and delivered by Emerson; and

          (b)  no Event of Default shall exist or have occurred, and no event or
condition,  which with the giving of notice or passage of time, or  both,  would
constitute an Event of Default, shall exist or have occurred.

     10.  MISCELLANEOUS.

           (a)  ENTIRE AGREEMENT; RATIFICATION AND CONFIRMATION OF THE FINANCING
AGREEMENTS.   This Amendment contains the entire agreement of the  parties  with
respect to the subject matter hereof and supersedes all prior or contemporaneous
term  sheets, proposals, discussions, negotiations, correspondence,  commitments
and  communications between or among the parties concerning the  subject  matter
hereof.   This Amendment may not be modified or any provision waived, except  in
writing  signed by the party against whom such modification or waiver is  sought
to be enforced.
Except  as  specifically modified pursuant hereto, the Loan  Agreement  and  the
other  Financing Agreements are hereby ratified, restated and confirmed  by  the
parties  hereto  as  of the effective date hereof.  To the  extent  of  conflict
between  the terms of this Amendment, the Loan Agreement and the other Financing
Agreements, the terms of this Amendment shall control.

           (b)   GOVERNING  LAW.  This Amendment and the right  and  obligations
hereunder of each of the parties hereto shall be governed by and interpreted and
determined in accordance with the laws of the State of New York.

           (c)   BINDING EFFECT.  This Amendment shall be binding upon and inure
to the benefit of each of the parties hereto and their respective successors and
assigns.

           (d)   COUNTERPARTS.  This Amendment may be executed in any number  of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement.  In making proof of this Amendment it shall not be necessary
to  produce or account for more than one counterpart thereof signed by  each  of
the parties hereto.

      By the signatures hereto of each of their duly authorized officers, all of
the parties hereto mutually covenant and agree as set forth herein.

                              Very truly yours,

                              CONGRESS FINANCIAL CORPORATION

                              By: /s/ Josephine Norris

                              Title: 1st VP


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AGREED AND ACCEPTED:

EMERSON RADIO CORP.

By: /s/ John Walker

Title:  EVP, CFO


MAJEXCO IMPORTS, INC.

By: /s/ John Walker

Title: SVP - Finance - Treasurer


CONSENTED TO AND AGREED:

H. H. SCOTT, INC.
EMERSON COMPUTER CORP.

By: /s/ John Walker

Title: SVP - Finance - Treasurer


EMERSON RADIO CANADA LTD.

By: /s/ John Walker

Title: Treasurer


EMERSON RADIO & TECHNOLOGIES N.V.

By: /s/ John Walker

Title: SVP - Finance - Treasurer