SECOND AMENDMENT TO LICENSE AGREEMENT

     This Second  Amendment  to License  Agreement  ("Second  Amendment")  dated
effective  as of August 1, 2002,  is made by and  between  Emerson  Radio  Corp.
("Licensor") and Funai Corporation, Inc. ("Licensee").

     WHEREAS,  Licensor  and  Licensee  are  parties to that  License  Agreement
("Agreement")  effective as of January 1, 2001, as amended by First Amendment to
License Agreement, dated February 19, 2002; and

     WHEREAS,  the parties wish to further amend the  Agreement  effective as of
the effective  date of this Second  Amendment to reflect a revised  royalty rate
for sales to Walmart only.

     NOW, THEREFORE, the parties agree to the following:

     1.   Capitalized  Terms and Amended  Exhibit A. All  capitalized  terms not
          defined  herein  shall  have the  same  meaning  as in the  Agreement.
          Exhibit A, Section III. of the  Agreement  shall be amended to read as
          set forth on the attached Amended Exhibit A.

     2.   All Other  Provisions of the  Agreement.  All other  provisions of the
          Agreement not amended  herein shall  continue to have their full force
          and effect.

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

          EMERSON RADIO CORP.                FUNAI CORPORATION, INC.


          By:   /s/ John J. Raab             By:  /s/ Masao Suwa
          Name:  John J. Raab                Name:  Masao Suwa
          Title: EVP - International         Title:  President