AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT
                                        
                                   As of March 31, 1998
                                        

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

Gentlemen:

     Congress Financial Corporation ("Pledgee"), Emerson Radio Corp. ("Pledgor")
and  Majexco  Imports, Inc. ("Majexco", and together with Pledgor,  individually
and   collectively,   the  "Borrower")  have  entered  into  certain   financing
arrangements pursuant to the Loan and Security Agreement, dated March 31,  1994,
between  Pledgee  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, Amendment  No.
6  to  Financing  Agreements,  dated August 14, 1997  and  Amendment  No.  7  to
Financing  Agreements  dated  as  of the date  hereof  (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, including, but not limited to, a certain Pledge and Security Agreement,
dated December 10, 1996, by Pledgor in favor of Pledgee ("Pledge Agreement") (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  shall  have  the  meanings
assigned thereto in the Pledge Agreement, unless otherwise defined herein.

      In  connection with Amendment No. 7 to Financing Agreements,  Pledgor  has
requested  that Pledgee release certain of the Pledge Securities  and  agree  to
amend  the Pledge Agreement by reason thereof, and Pledgee is willing to  effect
such  release  and  to  enter into such amendment,  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.   RELEASE.  Pledgee hereby releases from the Pledged Securities (i) all
shares of the common stock of Sport Supply Group, Inc. ("SSG") constituting part
of  the Pledged Stock on the date hereof, except for 500,000 shares thereof (the
"Retained  SSG  Pledged Shares'), which shall remain Pledged Stock  and  Pledged
Securities,  and which shall remain part of the Pledged Property, and  (ii)  all
warrants issued by SSG constituting the Pledged Warrants on the date hereof.  As
soon  as  practicable following the date hereof, Pledgee shall  deliver  to  the
transfer  agent  for  the  common stock of SSG, the  Certificate  No.  GYM  7162
evidencing  1,600,000  shares  of common stock  of  SSG  heretofore  pledged  to
Pledgee,  accompanied by a written request by Pledgee, which shall be  confirmed
or  joined in by Pledgor, addressed to such transfer agent requesting  that  (x)
such  Certificate  No. GYM 7162 be exchanged for two newly issued  certificates,
each  registered in the name of Pledgor, for 1,100,000 shares and 500,000 shares
of  common  stock  of SSG, respectively, (y) the new certificate evidencing 
the 1,100,000  shares of SSG common stock be delivered to Pledgor, and (z)
the  new certificate  evidencing the 500,000 shares of SSG common stock be
delivered  to Pledgee.

      2.   PLEDGED  SECURITIES.   Exhibit A to the Pledge  Agreement  is  hereby
deleted  and  replaced in its entirety with Amended Exhibit  A  annexed  hereto,
which  Pledgee is authorized by Pledgor to complete with the certificate  number
of  the  certificate evidencing the Retained SSG Pledged Shares.  Pledgor  shall
execute and deliver to Pledgee five (5) stock powers, undated and in blank, with
signature  guarantee  and medallion guarantee, with respect  to  the  new  stock
certificate evidencing the 500,000 shares of SSG common stock.

      3.   CONDITIONS  TO EFFECTIVENESS.  This Amendment shall become  effective
only  upon  the satisfaction of all conditions to the effectiveness of Amendment
No.  7  to  Financing Agreements, dated of even date herewith,  by  and  between
Pledgor, Pledgee and certain affiliates of Pledgor.

      4.   EFFECT  OF THIS AMENDMENT.  Except as specifically modified  pursuant
hereto,  no other changes or modifications to the Pledge Agreement are  intended
or   implied  and  in  all  other  respects,  the  Pledge  Agreement  is  hereby
specifically ratified, restated and confirmed by Pledgor as of the date  hereof.
To  the  extent  of  any conflicts between the terms of this Amendment  and  the
Pledge  Amendment,  the  terms  of  this Amendment  shall  control.   Except  as
expressly  stated  herein, nothing contained herein shall be  construed  in  any
manner  to constitute a waiver, release or termination or to otherwise limit  or
impair  any of the Obligations or any duties or responsibilities of Borrower  or
Pledgor to Pledgee under the Financing Agreements.

     5.  GOVERNING LAW.  This Amendment and the rights 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.

      6.  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.

      7.   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

AGREED AND ACCEPTED:

EMERSON RADIO CORP.

By: /s/ John P. Walker

Title: EVP, CFO


CONSENTED TO AND AGREED:

MAJEXCO IMPORTS, INC.

By: /s/ John P. Walker

Title: SVP - Finance - Treasurer


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

By: /s/ John P. Walker

Title: SVP - Finance - Treasurer


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EMERSON RADIO CANADA LTD.

By: /s/ John Walker

Title: Treasurer



EMERSON RADIO & TECHNOLOGIES N.V.

By: /s/ John Walker

Title: SVP - Finance - Treasurer