EMERSON RADIO CORP
MATERIALS CONTRACTS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex1012.txt
<DESCRIPTION>MATERIALS CONTRACTS
<TEXT>
                                 Exhibit 10.12.1

                      FIRST AMENDMENT TO LICENSE AGREEMENT

     This  First  Amendment  to  License  Agreement  ("First  Amendment")  dated
February 19, 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, 2002; and

     WHEREAS,  the parties wish to continue their  relationship  pursuant to the
Agreement  after  December  31,  2003,  which date  presently  is the end of the
Initial Term of the Agreement.

     NOW, THEREFORE, the parties agree to the following:

1.   Capitalized  Terms and Amended Exhibit C. All capitalized terms not defined
     herein shall have the same meaning as in the  Agreement.  All references to
     Exhibit  C  herein  and in the  Agreement  shall  hereinafter  refer to the
     Amended Exhibit C, a copy of which is annexed hereto.

2.   Amendment of Section 3 of the Agreement.  Section 3 of the Agreement  shall
     be amended to read as follows:

     "(a) Subject to the earlier  expiration or termination of this Agreement as
          provided in Section 9 or otherwise,  this Agreement shall be effective
          as of the  Effective  Date and expire as of the close of  business  on
          December  31,  2004 (the  "Initial  Term"),  subject  to  renewal  for
          successive  three-year  periods  thereafter  provided (i) Licensee has
          paid to Licensor all Royalties and Minimum  Royalties (as  hereinafter
          defined) payable for each Contract Year as set forth herein in Amended
          Exhibit  C of this  Agreement,  (ii)  Licensee  has  satisfied  and/or
          complied with all of its obligations hereunder,  and (iii) the parties
          mutually agree in writing as to the minimum  royalties and gross sales
          projections for any such renewal term. Each successive  renewal period
          shall  hereinafter be referred to as a "Renewal  Term." "Initial Term"
          and "Renewal Term" shall collectively be referred to as "Term."

     (b)  Notwithstanding any language herein to the contrary,  in the event the
          requirements  for renewal  for  successive  three-year  periods as set
          forth in Section 3(a) are not met,  should  Licensor  receive an offer
          from a third party for a license to use the  Trademark on the Goods in
          the  Territory,  then in such case  Licensor  shall in writing  notify
          Licensee  of the terms of such offer and  Licensee  shall have  thirty
          (30) days to notify  Licensor if it wishes to be granted by Licensor a
          license to use the Trademark on the Goods in the  Territory  upon such
          terms.  If Licensee so notifies  Licensor  that it is  exercising  its
          right of first refusal,  then Licensor and Licensee shall enter into a
          formal written agreement signed by both parties and Licensor shall not
          grant such license to such third party. If Licensee does not so notify
          Licensor  that it is  exercising  its  right  of first  refusal,  then
          Licensor  shall  have the right to accept  such  offer from such third
          party and  Licensee  shall no longer have any rights  pursuant to this
          Section  3(b),  except that if Licensor  shall in such case not accept
          such  offer  from such  third  party  then  Licensee's  rights in this
          Section  3(b)  shall  continue  to  exist  for the  then  Term of this
          Agreement."

3.   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 First  Amendment  has been executed  by the
duly authorized  representative  of each  party  effective  as  of  the date set
forth above.


             EMERSON RADIO CORP.                         FUNAI CORPORATION, INC.


             By:/s/ John J. Raab                         By: /s/ M. Suwa
             Name:John J. Raab                           Name: M. Suwa
             Title: Executive Vice President             Title: President

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