EMERSON RADIO CORP
EMPLOYMEMT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhemployment.txt
<DESCRIPTION>EMPLOYMEMT AGREEMENT
<TEXT>
                                 Exhibit 10.26.3

          EMPLOYMENT AGREEMENT, dated effective as of September 1, 2001, between
EMERSON RADIO CORP.,  a Delaware  corporation  (the  "Company"),  and KENNETH A.
CORBY ("Executive")

          In light of the state of the present state of the  Company's  business
and the need for the Company to have the  Executive  continue to perform his job
functions,  the  Executive  is willing to  continue to serve as  Executive  Vice
President - Finance and Chief Financial Officer of the Company,  and the Company
desires to retain the Executive in such capacities,  on the terms and conditions
herein set forth.

          NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  herein
contained, the Company and the Executive hereby agree as follows:

          1. EMPLOYMENT.

          (a) The  Company  agrees to employ  the  Executive  and the  Executive
agrees to be  employed by and serve the  Company  upon the terms and  conditions
hereinafter  provided for a period commencing  effective as of September 1, 2001
and continuing  until August 31, 2004 (the "Term").  As used in this  Agreement,
the term  "Company"  shall be deemed to include  any and all  present and future
subsidiaries and affiliates of the Company.  The Executive hereby represents and
warrants that he has the legal  capacity to execute and perform this  Agreement,
that it is a valid and binding agreement against him according to its terms, and
that its  execution  and  performance  by him does not  violate the terms of any
existing  agreement  or  understanding  to which the  Executive  is a party.  In
addition,  the Executive  represents and warrants that he knows of no reason why
he is not physically  capable of performing his obligations under this Agreement
in accordance with its terms.

          2. POSITION AND DUTIES.

          During  the Term,  the  Executive  agrees to serve as  Executive  Vice
President - Finance and Chief  Financial  Officer of the Company,  and will have
such powers and duties as are  commensurate  with such  positions  and as may be
conferred  upon or delegated to him by the Board of Directors  (the  "Board") of
the Company,  the Chairman or the Chief Executive  Officer.  The Executive shall
report directly to the Chief Executive Officer unless otherwise  directed by the
Board.  In  addition,  the  Executive  agrees to serve from time to time in such
other  positions  with the Company or its  subsidiaries  or affiliates as may be
specified  by the Board,  the  Chairman  or the Chief  Executive  Officer of the
Company and  thereafter  approved by the board of  directors  of the  applicable
entity.  During the Term,  and except for illness or  incapacity,  the Executive
shall devote such business time,  attention,  skill and efforts as necessary for
the business and affairs of the Company and its  subsidiaries and affiliates and
the  promotion  of  their  interests  and  shall  not  take  part in  activities
detrimental to the best interests of the Company.

          3. COMPENSATION

          For all services  rendered by the  Executive in any capacity  required
hereunder  during  the  Term,  including,  without  limitation,  services  as an
executive,  officer, director, or member of any committee of the Company, or any
subsidiary, affiliate or division thereof, the Executive shall be compensated as
follows:

          (a) Base Salary. The Company shall pay the Executive an initial salary
of $230,000 per annum or such higher annual amount as is being paid from time to
time  pursuant to the terms  hereof  ("Base  Salary").  The Base Salary shall be
reviewed from time to time and subject to such  periodic  increases as the Board
of Directors shall deem  appropriate in accordance with the Company's  customary
procedures and practices regarding the salaries of senior officers.  Base Salary
shall be payable in  accordance  with the  customary  payroll  practices  of the
Company, but in no event less frequently than monthly.

          (b) Bonus. The Executive may also receive an annual  performance bonus
to be recommended by the Compensation  and Personnel  Committee of the Board and
to be  established  and payable from time to time at the sole  discretion of the
Board.

          (c) Additional  Benefits.  Except as modified by this  Agreement,  the
Executive  shall be  entitled to  participate  in all  compensation  or employee
benefit  plans  or  programs,  and to  receive  all  benefits,  perquisites  and
emoluments,  for which any salaried  employees of the Company are eligible under
any plan or program now or hereafter  established  and maintained by the Company
for senior officers,  to the fullest extent  permissible under the general terms
and  provisions of such plans or programs and in accordance  with the provisions
thereof,  including group hospitalization,  health,  dental-care,  life or other
insurance,  tax-qualified  pension,  savings,  thrift and profit-sharing  plans,
termination  pay  programs,  sick-leave  plans,  travel or  accident  insurance,
disability  insurance,  director  and officer  liability  insurance,  automobile
allowance or  automobile  lease plans,  and  executive  contingent  compensation
plans,  including,  without limitation,  capital accumulation programs and stock
purchase,   restricted  stock  and  stock  option  plans.   Notwithstanding  the
foregoing, nothing in this Agreement shall preclude the amendment or termination
of any such plan or program,  provided  that such  amendment or  termination  is
applicable  generally to the senior officers of the Company or any subsidiary or
affiliate.

          (d) Perquisites.  The Company also will furnish the Executive, without
cost to him, excluding any associated tax liability, with perquisites consistent
with those afforded other senior  executives  holding positions with the Company
comparable to the position held by the Executive, including the following:

               (i) reimbursement of all  out-of-pocket  expenses incurred in the
discharge of the Executive's duties pursuant to this Agreement; and

               (ii) five weeks paid vacation per year.

          4. BUSINESS EXPENSES.

          The Company shall pay or reimburse  the  Executive for all  reasonable
travel or other  expenses  incurred  by the  Executive  in  connection  with the
performance of his duties and obligations  under this Agreement,  subject to the
Executive's  presentation  of  appropriate  vouchers  in  accordance  with  such
procedures as the Company may from time to time  establish  for senior  officers
and to preserve any deductions for federal income taxation purposes to which the
Company may be entitled.  The Company shall pay all fees and expenses related to
the  maintenance  or  retention of  professional  certifications  and  licenses,
including, without limitation, satisfaction of continuing professional education
requirements.

          5. EFFECT OF TERMINATION OF EMPLOYMENT.

          (a)  Certain  Terminations.  In the event the  Executive's  employment
hereunder  terminates  due to  either  Permanent  Disability,  a  Without  Cause
Termination  or a  Constructive  Discharge,  the Company  shall,  as  liquidated
damages or  severance  pay,  or both,  continue,  subject to the  provisions  of
Section 6 below, to pay the Executive's  Base Salary as in effect at the time of
such  termination as such payments would otherwise  become due and payable until
the expiration of the Term (the  "Severance  Period") and the other benefits and
qualified  stock options  provided  hereunder shall continue to vest pursuant to
the terms hereof  during the  Severance  Period,  provided,  that in the case of
Permanent  Disability,  such payments  shall be offset by any amounts  otherwise
paid to the Executive under the Company's disability program generally available
to other employees. In addition, earned but unpaid Base Salary as of the date of
termination  of  employment  shall be  payable in full.  Group  hospitalization,
health,  dental care, life or other insurance,  travel or accident insurance and
disability insurance shall continue through the end of the Severance Period.

          (b) Other Terminations.  In the event that the Executive's  employment
hereunder   terminates  due  to  a  Termination   for  Cause  or  the  Executive
unilaterally  severs the employment  relationship or terminates  employment with
the  Company  for  reason  other  than a  Constructive  Discharge  or  Permanent
Disability,  earned  but unpaid  Base  Salary as of the date of  termination  of
employment  shall be payable in full.  However,  no other payments of any nature
whatsoever, including unearned Base Salary, shall be made, or benefits provided,
by the Company under this Agreement except benefits vested and payable under any
retirement  plan and benefits that have already become vested under the terms of
employee  benefit  programs  maintained by the Company or its affiliates for its
employees.

          (c) Definitions.  For purposes of this Agreement,  the following terms
have the following meanings:

               (i) The term "Termination for Cause" means, to the maximum extent
permitted by applicable law, (x) a termination of the Executive's  employment by
the Company  because the  Executive has breached or failed to perform his duties
under this  Agreement,  applicable law or the by-laws of the Company,  including
the  unreasonable  neglect or refusal to perform duties assigned by the Board or
Executive  Committee,  (y) abuse of office or malfeasance  by Executive,  or (z)
conviction of the Executive of a felony which the Board  reasonably  deems to be
an "abuse of office" or a crime of moral turpitude.  (ii) The term "Constructive
Discharge"  means a termination of the  Executive's  employment by the Executive
due to a failure of the Company or its  successors  without the prior consent of
the Executive to fulfill the  obligations  under this  Agreement in any material
respect.  (iii) The term "Without Cause  Termination"  means  termination of the
Executive's  employment  by the  Company,  upon 30 days  written  notice  to the
Executive,  other than due to (v)  Permanent  Disability,  (x)  retirement,  (y)
expiration of the Term, or (z) Termination  for Cause.  (iv) The term "Permanent
Disability" means the inability of the Executive, as determined by the Board and
confirmed  by  competent  medical  evidence,  to  work  for a  period  of  three
continuous  full  calendar  months  or  90   non-consecutive   days  during  any
twenty-four  consecutive  calendar months due to illness or injury of a physical
or mental nature.  To determine  issues of disability,  the Executive  agrees to
submit himself for  appropriate  medical  examination  to physicians  reasonably
acceptable to the Company and the Executive.

          6. OTHER DUTIES OF EXECUTIVE DURING AND AFTER TERM.

          (a) Confidentiality and Non-Disclosure Policy/Non-Solicitation Policy/
Inventions  Policy.  Executive  shall  execute  and  deliver to the  Company the
Confidentiality   and  Non-Disclosure   Policy,   Non-Solicitation   Policy  and
Inventions  Policy,  copies of which are attached as Exhibits A, B and C and the
terms of which are incorporated herein as if fully set forth.

          (b) Remedies.  The  Company's  obligation  to make  payments,  deliver
shares of stock or provide for any benefits under this Agreement  (except to the
extent  vested or  exercisable)  shall cease upon a violation  of the  preceding
provision  of this  section.  The  Executive's  agreement  as set  forth in this
Section 6 shall  survive the  Executive's  termination  of  employment  with the
Company.

          7. WITHHOLDING TAXES.

          The Company may directly or indirectly withhold from any payments made
under  this  Agreement  all  Federal,  state,  city or  other  taxes as shall be
required pursuant to any law or governmental regulation or ruling.

          8. CONSOLIDATION, MERGER, OR SALE OF ASSETS.

          Nothing  in  this   Agreement   shall  preclude  the  Company  or  its
subsidiaries  or  affiliates  from  consolidation  or merging  into or with,  or
transferring  all  or  substantially  all  their  or  its  assets,  to,  another
corporation which assumes this Agreement and all obligations and undertakings of
the Company hereunder.  Upon such a consolidation,  merger or transfer of assets
the term  "Company"  as used herein shall mean such other  corporation  and this
Agreement shall continue in full force and effect.

          9. NOTICES.

          All notices,  requests,  demands and other communications  required or
permitted  hereunder  shall be given in writing and shall be deemed to have been
duly given if delivered  or mailed,  postage  prepaid,  by same day or overnight
mail as follows:

         (a)    To the Company:
                Emerson Radio Corp.
                9 Entin Road
                Parsippany, New Jersey  07054
                Attn:  Chief Executive Officer


         (b)    To the Executive:
                Kenneth A. Corby
                3432 Furlong Dr. E
                Flower Mound, Texas 75028

or such other address as either party shall have previously specified in writing
to the other.

          10. RIGHTS TO PAYMENTS.

          Executive shall not under any  circumstances  have any option or right
to require  payments  hereunder  otherwise than in accordance  with the terms of
this  Agreement.  Except as required by law, no right to receive  payments under
this Agreement shall be subject to anticipation,  commutation, alienation, sale,
assignment,   encumbrance,   charge,  pledge,  hypothecation  or  to  execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect;  provided,  however,  that  nothing  in this  Section 10 shall
preclude the  assumption  of such rights by executors,  administrators  or other
legal  representatives  of the  Executive or his estate and their  assigning any
rights hereunder to the person or persons entitled thereto.

          11. SOURCE OF PAYMENT.

          All payments  provided for under this Agreement  shall be paid in cash
from the general  funds of the  Company.  The  Company  shall not be required to
establish a special or separate  fund or other  segregation  of assets to assure
such  payments,  and, if the  Company  shall make any  investments  to aid it in
meeting its obligations  hereunder,  the Executive shall have no right, title or
interest  whatever  in or to any such  investments  except as may  otherwise  be
expressly   provided  in  a  separate  written   instrument   relating  to  such
investments.  Nothing contained in this Agreement,  and no action taken pursuant
to its  provisions,  shall create or be construed to create a trust of any kind,
or a fiduciary relationship,  between the Company and the Executive or any other
person.  To the extent that any person acquires a right to receive payments from
the Company hereunder,  such right,  without prejudice to rights which employees
may have,  shall be no greater  than the right of an  unsecured  creditor of the
Company.

          12. BINDING AGREEMENT.

          Expect as otherwise expressly provided herein, this Agreement shall be
binding upon, and shall inure to the benefit of, the Company, its successors and
assigns. This Agreement,  as it relates to the Executive, is a personal contract
and the  rights  and  interests  of the  Executive  hereunder  may not be  sold,
transferred,  assigned,  pledged or  hypothecated  except as expressly  provided
herein.

          13. GOVERNING LAW AND JURISDICTION

          The validity,  interpretation,  performance,  and  enforcement of this
Agreement shall be governed by the laws of the State of New Jersey. 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,  in the English  language,  and the courts of New Jersey will have sole
and exclusive  jurisdiction over the parties in any such dispute and venue shall
lie  exclusively  in  Morris  County,  New  Jersey.  However,  it  is  expressly
understood  that this Section  shall not preclude  the  Company's  right to make
application for, and seek enforcement of,  injunctive relief in any court having
jurisdiction. Executive acknowledges that there is no adequate remedy at law for
a breach of this  Agreement,  or any  warranty,  representation  or covenant set
forth, and monetary damages would not be a sufficient remedy.  Accordingly,  the
Company shall be entitled to any equitable remedies available including, but not
limited  to,  an  immediate  temporary   restraining  order  and/or  preliminary
injunction, without bond or security, and such other further relief as any court
with jurisdiction may deem just and proper.

          14. COUNTERPARTS.

          This Agreement may be executed in any number of counterparts,  each of
which when executed  shall be deemed to be an original and all of which together
shall be deemed to be one and the same instrument.

          IN WITNESS  WHEREOF,  the  Company  has caused  this  Agreement  to be
executed  by its duly  authorized  officer  and the  Executive  has signed  this
Agreement, all as of the first date above written.


                                  EMERSON RADIO CORP.


                                   By: /s/ Geoffrey P. Jurick
                                           Geoffrey P. Jurick
                                           Chairman, Chief Executive Officer and
                                           President

                                  EXECUTIVE

                                 /s/ Kenneth A. Corby
                                     Kenneth A. Corby




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