July 2, 1997


Mr. Brince Luo
President
Hi Quality International (U.S.A.) Inc.
602 Rockefeller Avenue
Ontario, CA 91761

                 SALE OF EMERSON RADIO-BRANDED "AS IS" PRODUCTS

Dear Mr. Luo:

This  letter will confirm the agreement, effective as of the date of this letter
agreement,  between Emerson Radio Corp. ("Emerson") and Hi Quality International
(U.S.A.)  Inc. ("Purchaser"), whereby Emerson, directly or through an affiliate,
shall sell "AS IS" products exclusively to Purchaser, for refurbishment and  re-
sale by Purchaser in accordance with the terms of this letter agreement. Emerson
agrees to offer for sale, and Purchaser agrees to purchase "AS IS" Emerson Radio
branded  consumer electronics products from Emerson, which products are returned
to  Emerson by its customers in the United States and are available for  re-sale
"AS  IS" ("the merchandise"). Purchaser agrees that it shall refurbish or repair
such  merchandise  in  accordance with the terms and  conditions  set  forth  on
Exhibit A annexed hereto, which terms and conditions are incorporated herein  as
if  fully set forth.  Emerson agrees that Purchaser shall have the right to  re-
sell  such  refurbished Emerson Radio branded products in  accordance  with  the
terms of this letter agreement.

Pricing  and  Payment  Terms.  Purchaser  agrees  that  it  shall  purchase  the
merchandise F.O.B. Emerson's warehouse. Purchaser shall pay cash in advance  for
all  merchandise, and issue a purchase order to Emerson within five (5) days  of
notification  and presentation of available inventory. Purchaser  shall  provide
Emerson  with  a commercial master revolving letter of credit in the  amount  of
US$500,000, which permits drawdowns upon shipments of merchandise, with  a  bank
that maintains a correspondent relationship with Emerson's bank. Such letter  of
credit  shall contain "Evergreen Provisions" which provide that if payment  does
not  occur or upon a default under this agreement, Emerson shall have the  right
to draw upon the letter of credit.  Upon request by Emerson, Purchaser agrees to
supply  Emerson  with any and all documents required for drawdowns  against  the
letter of credit in the form and within the time period required by Emerson.

Term  and Termination. The term of this agreement shall be for a period  of  one
year  from  the  date of this agreement. Either party shall have  the  right  to
terminate this agreement effective upon thirty (30) days written notice that the
agreement is terminated.

Independent  Contractor.   Nothing  herein  contained  shall  be  construed   as
constituting Purchaser as Emerson's agent or as authorizing Purchaser  to  incur
financial or other obligations in Emerson's name.

Representations.    Purchaser hereby represents and warrants  that  it  is  duly
organized,  validly  existing  and  in good  standing  under  the  laws  of  the
jurisdiction  of its organization, that it has the full power and  authority  to
execute  and  deliver  this  agreement and to perform  all  of  its  obligations
hereunder.

Disclaimer.  Emerson expressly disclaims any implied warranties,  including  the
implied  warranties  of  merchantability and fitness for a  particular  purpose.
Emerson  shall  have no liability or responsibility to Purchaser  or  any  other
person  and/or  entity  arising out of or relating  to  the  rights  granted  to
Purchaser pursuant to this agreement.

Confidential  Information.   Each  party will use  any  confidential  non-public
information  received by the other party solely for the purpose of carrying  out
this  agreement.  Neither  party will disclose any 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. 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, to adhere to the terms
and  conditions of this section as if, and to the same extent as if, he  or  she
were  a  party  to  this  agreement.  Upon expiration  or  termination  of  this
agreement,  each  party  shall  return to the other  party  all  copies  of  any
confidential information of the other party in its possession or control.

No Assignment.  This agreement is personal to Purchaser and may not be assigned,
transferred,  sub-licensed,  pledged,  mortgaged  or  otherwise  encumbered   by
Purchaser in whole or in part without Emerson's prior written consent.

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

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.

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.

Entire  Agreement.    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.

Governing Law.   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 courts of the State of New  Jersey
shall have sole and exclusive jurisdiction over the parties, and venue shall lie
exclusively in Morris County.

Survival.   The respective representations, indemnities, warranties, agreements,
covenants  and  other statements of the parties will remain in  full  force  and
effect and shall survive any termination of this agreement.

Execution.   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.

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


EMERSON RADIO CORP.                     HI QUALITY INTERNATIONAL
                                        (U.S.A.) INC.


BY:/s/ Marino Andriani                  BY:/s/ Brince Luo
     Name Marino Andriani                  Name
     Title President                       Title President
       Emerson Radio Consumer
        Products Corporation

BY: /s/ Elizabeth J. Calianese V.P.
        Elizabeth J. Calianese
        Vice President
          Emerson Radio Corp.