SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 (Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

(Amendment No. 14)*

Emerson Radio Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

291087203

(CUSIP Number)

Mr. Fok Hei Yu

c/o F T I Consulting (Hong Kong) Limited

Level 22, The Centre

99 Queen’s Road Central

Central, Hong Kong

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With copies to:

January 20, 2010, May 31, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

S&T International Distribution Limited

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

¨

(b)

¨

3.

SEC Use only

4.

Source of funds (See Instructions)

AF, BK

5.

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

6.

Citizenship or Place of Organization

British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With:

7.

Sole Voting Power

None

8.

Shared Voting Power

15,243,283 shares of Common Stock

9.

Sole Dispositive Power

None

10.

Shared Dispositive Power

15,243,283 shares of Common Stock

11

Aggregate Amount Beneficially Owned by Each Reporting Person

15,243,283 shares of Common Stock

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13.

Percent of Class Represented by Amount in Row (11)

56.2%

14.

Type of Reporting Person (See Instructions)

CO

2

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Grande N.A.K.S. Ltd

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

¨

(b)

¨

3.

SEC Use only

4.

Source of funds (See Instructions)

AF, BK

5.

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

6.

Citizenship or Place of Organization

British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With:

7.

Sole Voting Power

None

8.

Shared Voting Power

15,243,283 shares of Common Stock

9.

Sole Dispositive Power

None

10.

Shared Dispositive Power

15,243,283 shares of Common Stock

11

Aggregate Amount Beneficially Owned by Each Reporting Person

15,243,283 shares of Common Stock

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13.

Percent of Class Represented by Amount in Row (11)

56.2%

14.

Type of Reporting Person (See Instructions)

CO

3

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

The Grande Holdings Limited (Provisional Liquidators Appointed)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

¨

(b)

¨

3.

SEC Use only

4.

Source of funds (See Instructions)

WC, BK

5.

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

6.

Citizenship or Place of Organization

Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With:

7.

Sole Voting Power

None

8.

Shared Voting Power

15,243,283 shares of Common Stock

9.

Sole Dispositive Power

None

10.

Shared Dispositive Power

15,243,283 shares of Common Stock

11

Aggregate Amount Beneficially Owned by Each Reporting Person

15,243,283 shares of Common Stock

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13.

Percent of Class Represented by Amount in Row (11)

56.2%

14.

Type of Reporting Person (See Instructions)

CO

4

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Christopher Ho Wing-On

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

¨

(b)

¨

3.

SEC Use only

4.

Source of funds (See Instructions)

AF, BK

5.

Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

6.

Citizenship or Place of Organization

Canada

Number of Shares Beneficially Owned by Each Reporting Person With:

7.

Sole Voting Power

None

8.

Shared Voting Power

None

9.

Sole Dispositive Power

None

10.

Shared Dispositive Power

None

11

Aggregate Amount Beneficially Owned by Each Reporting Person

None

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13.

Percent of Class Represented by Amount in Row (11)

0%

14.

Type of Reporting Person (See Instructions)

IN

5

This statement on Schedule 13D/A (the “Statement”) amends the Schedule 13D relating to shares of common stock (the “Shares”), of Emerson Radio Corp. (“Emerson”), as originally filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2005 (the “Initial Statement”) by The Grande Holdings Limited (“Grande Holdings”), Grande N.A.K.S. Ltd. (“N.A.K.S.”), S&T International Distribution Ltd. (“S&T”), The Grande Group Limited (“GGL”) and Mr. Christopher Ho Wing On (“Mr. Ho” and, together with Grande Holdings, N.A.K.S., S&T and GGL, the “Reporting Persons”), as amended by Amendment No. 1, dated March 7, 2006 (“Amendment No. 1”), Amendment No. 2, dated May 9, 2006 (“Amendment No. 2”), Amendment No. 3, dated May 25, 2006 (“Amendment No. 3”), Amendment No. 4, dated June 15, 2006 (“Amendment No. 4”), Amendment No. 5, dated July 7, 2006 (“Amendment No. 5”), Amendment No. 6, dated July 28, 2006 (“Amendment No. 6”), Amendment No. 7, dated August 10, 2006 (“Amendment No. 7”), Amendment No. 8, dated September 19, 2006 (“Amendment No. 8”), Amendment No. 9, dated November 8, 2006 (“Amendment No. 9”), Amendment No. 10, dated February 7, 2007 (“Amendment No. 10”), Amendment No. 11, dated October 1, 2007 (“Amendment No. 11”), Amendment No. 12 dated November 1, 2007 (“Amendment No. 12”) and Amendment No. 13 dated October 19, 2009 (“Amendment No. 13” and, together with the Initial Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11 and Amendment No. 12, the “Previous Filings”), all filed by the Reporting Persons.

Item 1. Security and Issuer.

This Statement is filed with respect to the common stock of Emerson, a Delaware corporation. The address of the principal executive offices of Emerson is 85 Oxford Drive, Moonachie, New Jersey 07074.

Item 2. Identity and Background.

This statement is filed on behalf of each of the following Reporting Persons:

(1) Grande Holdings, a Bermuda corporation engaged in investment holding, the executive offices of which are located at c/o F T I Consulting (Hong Kong) Limited, Level 22, The Centre, 99 Queen’s Road Central, Central, Hong Kong;

(2) N.A.K.S., a British Virgin Islands corporation engaged in purchasing, selling or holding of securities or other investments, the executive offices of which are c/o The Grande Holdings Limited (Provisional Liquidators Appointed), Level 22, The Centre, 99 Queen’s Road Central, Central, Hong Kong;

(3) S&T, a British Virgin Islands corporation engaged in purchasing, selling or holding of securities or other investments, the executive offices of which are c/o The Grande Holdings Limited (Provisional Liquidators Appointed), Level 22, The Centre, 99 Queen’s Road Central, Central, Hong Kong;

(4) Mr. Ho, a citizen of Canada. Mr. Ho’s business address is 456 Alexandra Road, #12-01 NOL Building, Singapore 119962 Mr. Ho is the Chairman of Grande Holdings.

Each of the Reporting Persons is party to that certain Joint Filling Agreement attached hereto as Exhibit 1. Accordingly the Reporting Persons are hereby filling a joint Schedule 13D.

6

As of the date of this Statement, S&T has the direct power to vote and direct the disposition of the 15,243,283 Shares (the “Emerson Shares”), subject only to any rights granted to DB pursuant to the Security Agreement (as defined herein) as described in Item 6. As the sole parent of S&T, N.A.K.S. has the indirect power to vote and dispose of the Emerson Shares held for the account of S&T. As the sole parent of N.A.K.S., Grande Holdings has the indirect power to vote and dispose of the Emerson Shares held for the account of S&T.

On May 31, 2011, Mr. Fok Hei Yu and Mr. Roderick John Sutton, both of F T I Consulting (Hong Kong) Limited, were appointed as the provisional liquidators of Grande Holdings. Following such appointment, Mr. Ho no longer shares the power to direct the voting and disposition of the Emerson Shares. Consequently, Mr. Ho has ceased to be a beneficial owner of the Emerson Shares.

Set forth on Annex A to this Statement is a chart setting forth, with respect to each executive officer, director and controlling person of a Reporting Person, his or her name, residence or business address, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship, in each case as of the date hereof.

During the last five years, no Reporting Person nor any person listed on Annex A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any persons listed on Annex A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4. Purpose of Transaction.

For the purposes of Item 4, the term “Reporting Persons” does not include Mr. Ho.

Item 4 of the Previous Filings included this paragraph:

“On December 9, 2005, Mr. Michael Andrew Barclay Binney, a director of N.A.K.S. and Grande Holdings, was elected to the Board of Directors of Emerson at the annual meeting of Emerson’s shareholders. On March 30, 2006, the Board of Directors of Emerson appointed Adrian Ma as the Chairman of the Board and CEO of Emerson (Mr. Ma served as the Chairman of the Board until July 28, 2006). Mr. Ma is also a director of N.A.K.S. and Grande Holdings. On July 28, 2006, the Board of Directors of Emerson appointed Mr. Ho as the Chairman of the Board of Emerson. Mr. Ho is also a director of N.A.K.S. and the Chairman of Grande Holdings. On March 30, 2006, the Board of Directors of Emerson appointed Greenfield Pitts as a director on the Board of Emerson. Mr. Pitts was a consultant for Grande Holdings and is currently Emerson’s Chief Financial Officer. As directors of Emerson, Messrs. Ho, Binney, Ma, and Pitts have influence over the corporate activities of Emerson, including activities which may relate to transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.”

The foregoing paragraph is hereby deleted and replaced in its entirety as follows:

“On August 31, 2011, Mr. Fok Hei Yu, one of the joint and several provisional liquidators of Grande Holdings and a director of N.A.K.S. and S&T, was appointed as a director of Emerson. As a director of Emerson, Mr. Fok has influence over the corporate activities of Emerson, including activities which may relate to transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.”

7

Item 5. Interest in Securities of the Issuer.

For the purposes of Item 5, the term “Reporting Persons” does not include Mr. Ho.

S&T is the record owner of the Emerson Shares. As the sole stockholder of S&T, N.A.K.S. may be deemed to own beneficially the Emerson Shares. As the sole stockholder of N.A.K.S, Grande Holdings may be deemed to own beneficially the Emerson Shares.

On May 31, 2011, Mr. Fok Hei Yu and Mr. Roderick John Sutton, both of F T I Consulting (Hong Kong) Limited, were appointed as the provisional liquidators of Grande Holdings. Following such appointment, Mr. Ho no longer shares the power to direct the voting and disposition of the Emerson Shares. Consequently, Mr. Ho has ceased to be a beneficial owner of the Emerson Shares.

(a) Each of the Reporting Persons may be deemed to own beneficially 56.2% of the Shares of Emerson, which percentage is calculated based upon 27,129,832 Shares reported to be outstanding as of February 14, 2012. Each of the Reporting Persons, except S&T, disclaims beneficial ownership of the Emerson Shares. Mr. Ho is no longer the beneficial owner of the Shares since Grande Holdings went into provisional liquidation on May 31, 2011. Each of the Reporting Persons, except for S&T with respect to the Emerson Shares, disclaims beneficial ownership of the Emerson Shares.

(b) For each Reporting Person, the following are the number of shares as to which such person has:

i. sole power to vote or to direct the vote: 0 shares.

ii. shared power to vote or to direct the vote: 15,243,283 shares.

iii. sole power to dispose or to direct the disposition: 0 shares.

iv. shared power to dispose or to direct the disposition: 15,243,283 shares.

(c) Except as set forth above, none of the Reporting Persons has effected any transaction in the Emerson Shares during the last 60 days. As of the date hereof, the Reporting Persons have not been able to verify whether any transactions in Emerson Shares have been effected by DB pursuant to the Security Agreement described in Item 6.

(d) The information set forth in Item 6 is hereby incorporated by reference. DB has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Charged Shares (defined herein) under the Security Agreement (defined herein) up to the amount of the Secured Obligations (defined herein) upon default by Grande Holdings of its obligations owed to DB. Other than as described in Item 6 and above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Emerson Shares beneficially owned by any of the Reporting Persons.

(e) Mr. Ho ceased to be a beneficial owner of the Emerson Shares on May 31, 2011, as a result of the loss of the shared power to direct the voting and disposition of the Emerson Shares upon the appointment of Mr. Fok Hei Yu and Mr. Roderick John Sutton, both of F T I Consulting (Hong Kong) Limited, as the provisional liquidators of Grande Holdings.

8

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

For the purposes of Item 6, the term “Reporting Persons” does not include Mr. Ho.

Item 6 of the Previous Filings included these paragraphs:

“Michael Andrew Barclay Binney currently holds options to purchase 8,333 shares of Common Stock, which are currently exercisable. In addition, Mr. Binney holds options to purchase 16,667 shares of Common Stock, 8,333 of which will be exercisable in December 2007, and the balance of which will be exercisable in December 2008.

In addition, Greenfield Pitts holds options to purchase 25,000 shares of Common Stock, 8,333 of which will be exercisable in November 2007, 8,333 in November 2008, and the balance of which will be exercisable in November 2009.

Except as described or incorporated by reference above, as of the date hereof none of the Reporting Persons nor, to the best of the knowledge of the Reporting Persons, any of the individuals named in Annex A hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to the Common Stock.”

The foregoing paragraphs are hereby deleted and replaced in its entirety as follows:

“On January 20, 2010, S&T entered into a Security Over Shares and Security Assignment Agreement (the “Security Agreement”, filed hereunder as Exhibit 11) with Deutsche Bank AG (“DB”) pursuant to which S&T granted a fixed security interest over 3,780,600 Shares held by S&T in an account with DB (the “Charged Shares”) for the purposes of securing an obligation of Grande Holdings to pay to DB an amount of US$4,952,670 (the “Secured Obligations”). Under the Security Agreement, S&T agreed to discharge Grande Holdings’ obligations provided that S&T’s liability is limited to the realizable value of the Charged Shares and certain other assigned assets. Upon the occurrence of an event of default under the Security Agreement, DB may, at its discretion, in the name of S&T or otherwise and without further consent or authority from S&T, exercise voting rights in respect of the Charged Shares, apply all dividends, interest and other monies arising from the Charged Shares, transfer the Charged Shares into the name of DB or a nominee and exercise the powers and rights conferred on or exercisable by S&T as the legal or beneficial owner of the Charged Shares, among other things. Pursuant to the Security Agreement, S&T may request the release of all security granted by the Security Agreement and have such secured assets (including any remaining Charged Shares) re-assigned to S&T following the irrevocable payment or discharge in full of the Secured Obligations.

The Reporting Persons believe that DB may have exercised certain rights in respect of the Charged Shares pursuant to the Security Agreement. As of the date hereof, the Reporting Persons are only aware of the sale of 391,199 of the Charged Shares by DB for a total consideration of US$1,151,625.80 on 1 & 2 March 2010 and have not yet been able to verify whether DB has taken any other actions in respect of the Charged Shares. DB has filed a Schedule 13G on February 10, 2012 (the “DB Schedule 13G”) in respect of 3,380,079 Shares out of the 3,780,600 Charged Shares. As of the date hereof, the Reporting Persons are of the view that the Secured Obligations have already been settled. S&T is seeking clarification of the basis on which DB has claimed beneficial ownership in the Charged Shares as disclosed in the DB Schedule 13G.

Except as described or incorporated by reference above, as of the date hereof none of the Reporting Persons nor, to the best of the knowledge of the Reporting Persons, any of the individuals named in Annex A hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to the Shares.”

9

Item 7. Material to Be Filed as Exhibits.

Exhibit 1: Joint Filing Agreement, dated July 2^nd, 2012 by and among Grande Holdings, N.A.K.S. and S&T.

Exhibit 2: Agreement for the Sale and Purchase of Certain Shares in Emerson Radio Corp., dated as of August 20, 2005, between Mr. Jurick and S&T (“Stock Purchase Agreement”).

Exhibit 3: Supplemental Agreement to the Stock Purchase Agreement, dated as of September 28, 2005, between Mr. Jurick and S&T.

Exhibit 4: Convertible Debenture dated December 5, 2005 issued by Grande Holdings in favor of Mr. Jurick.

Exhibit 5: Facility Agreement, dated August 22, 2005 among S&T, Grande Holdings and ABN AMRO Bank N.V., Hong Kong Branch.

Exhibit 6: Assignment of Acquisition Agreement, dated August 22, 2005 between S&T and ABN AMRO Bank N.V., Hong Kong Branch.

Exhibit 7: Pledge Agreement, dated August 22, 2005 between S&T and ABN AMRO Bank N.V., Hong Kong Branch.

Exhibit 8: Proposal dated November 8, 2006 for the purchase by a non-U.S. subsidiary of Emerson Radio of the consumer electronics manufacturing operations of the Capetronic Group.

Exhibit 9: Letter from the Grande (Nominees) Limited to Emerson Radio Corp. concerning the lapse of the Proposal, dated January 31, 2007.

Exhibit 10: Stock Purchase Agreement for the Sale and Purchase of Certain Shares in Emerson Radio Corp., dated as of September 7, 2007, among S&T, the Singer Children’s Management Trust, Gary Singer and Karen Singer (“Singer Stock Purchase Agreement”).

Exhibit 11: Security over Shares and Security Assignment Agreement, dated January 20, 2010 between S&T as Chargor in favour of DB London Branch as Secured Party (“Security Agreement”).

10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	THE GRANDE HOLDINGS LIMITED
	(PROVISIONAL LIQUIDATORS APPOINTED)
Dated:  July 5th, 2012	By:	/s/ FOK HEI YU
	Name:	FOK HEI YU
	Title:	PROVISIONAL LIQUIDATOR
	GRANDE N.A.K.S. LTD
Dated:  July 5th, 2012	By:	/s/ FOK HEI YU
	Name:	FOK HEI YU
	Title:	DIRECTOR
	S&T INTERNATIONAL DISTRIBUTION LIMITED
Dated:  July 5th, 2012	By:	/s/ FOK HEI YU
	Name:	FOK HEI YU
	Title:	DIRECTOR
Dated: July 5th, 2012	By:	/s/ CHRISTOPHER HO WING-ON
	Name:	CHRISTOPHER HO WING-ON

The original statement shall be signed by each person on whose behalf the Statement is filed or his authorized representative. If the Statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

11

ANNEX A

Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of The Grande Holdings Limited (Provisional Liquidators Appointed) (“The Grande Holdings”). The principal address of each individual listed below, unless otherwise indicated below, is the current business address for The Grande Holdings c/o F T I Consulting (Hong Kong) Limited, Level 22, The Centre, 99 Queen’s Road Central, Central, Hong Kong.

Name and Business Address	Position with Reporting Person	Present Principal Occupation or Employment	Citizenship
Christopher Ho Wing-On	Director of The Grande Holdings Limited (Provisional Liquidators Appointed)	Chairman	Canadian
Christine Asprey Lai Shan	Director of The Grande Holdings Limited (Provisional Liquidators Appointed)	Group Executive	British
HON Tak Kwong	Director of The Grande Holdings Limited (Provisional Liquidators Appointed)	Group Executive	British
Martin Ian Wright 604 The Broadway 54-62 Lockhart Road Wanchai, Hong Kong	Director of The Grande Holdings Limited (Provisional Liquidators Appointed)	Business Consultant	British
FOK Hei Yu Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Provisional Liquidator of The Grande Holdings Limited (Provisional Liquidators Appointed)	Senior Managing Director of FTI Consulting	Australian
Roderick John SUTTON Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Provisional Liquidator of The Grande Holdings Limited (Provisional Liquidators Appointed)	Senior Managing Director of FTI Consulting	Australian

Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of Grande N.A.K.S. Limited (“NAKS”) The principal address of each individual listed below, unless otherwise indicated below, is the current business address for NAKS (c/o The Grande Holdings Limited (Provisional Liquidators Appointed), Level 22, The Centre, 99 Queen’s Road Central, Central, Hong Kong).

12

Name and Business Address	Position with Reporting Person	Present Principal Occupation or Employment	Citizenship
The Grande Holdings Limited (Provisional Liquidators Appointed)	Controlling Shareholder	N/A	Bermuda
Christopher HO Wing-On	Director of Grande N.A.K.S. Ltd	Director	Canadian
FOK Hei Yu Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Director of Grande N.A.K.S. Ltd Limited (	Senior Managing Director of FTI Consulting	Australian
Roderick John SUTTON Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Director of Grande N.A.K.S. Ltd	Senior Managing Director of FTI Consulting	Australian
CHOW Wai Shing Daniel Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Director of Grande N.A.K.S. Ltd	Managing Director of FTI Consulting	Chinese

Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of S&T International Distribution Limited (“S&T”). The principal address of each individual listed below, unless otherwise indicated below, is the current business address for S&T (c/o The Grande Holdings Limited (Provisional Liquidators Appointed)), Level 22, The Centre, 99 Queen’s Road Central, Central, Hong Kong).

Name and Business Address	Position with Reporting Person	Present Principal Occupation or Employment	Citizenship
Grande N.A.K.S. Ltd	Director of  S&T International Distribution Limited and Controlling Shareholder	Not applicable	Incorporated in British Virgin Islands
FOK Hei Yu Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Director of  S&T International Distribution Limited	Senior Managing Director of FTI Consulting	Australian
Roderick John SUTTON Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Director of  S&T International Distribution Limited	Senior Managing Director of FTI Consulting	Australian

13

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Schedule 13D, (including amendments thereto) relating to the beneficial ownership of common stock of Emerson Radio Corporation and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

	THE GRANDE HOLDINGS LIMITED
	(PROVISIONAL LIQUIDATORS APPOINTED)
Dated:  July 5th, 2012	By:	/s/ FOK HEI YU
	Name:	FOK HEI YU
	Title:	PROVISIONAL LIQUIDATOR
	GRANDE N.A.K.S. LTD
Dated:  July 5th, 2012	By:	/s/ FOK HEI YU
	Name:	FOK HEI YU
	Title:	DIRECTOR
	S&T INTERNATIONAL DISTRIBUTION LIMITED
Dated:  July 5th, 2012	By:	/s/ FOK HEI YU
	Name:	FOK HEI YU
	Title:	DIRECTOR
Dated:  July 5th, 2012	By:	/s/ CHRISTOPHER HO WING-ON
	Name:	CHRISTOPHER HO WING-ON

14

EX-11

EXHIBIT 11

EXECUTION VERSION

S&T INTERNATIONAL DISTRIBUTION LTD.

as Chargor

In favour of

DEUTSCHE BANK AG,

LONDON BRANCH

as Secured Party

SECURITY OVER SHARES AND SECURITY

ASSIGNMENT AGREEMENT

CONTENTS

Clause		Page
1.	DEFINITIONS AND INTERPRETATION	1
2.	COVENANT TO PAY, CHARGE AND ASSIGNMENT	4
3.	NOTICES, RELATED RIGHTS AND RELEASE	5
4.	VOTING RIGHTS AND DIVIDENDS	6
5.	CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS	7
6.	FURTHER ASSURANCE	13
7.	POWER OF ATTORNEY	13
8.	SECURITY ENFORCEMENT	14
9.	RECEIVERS	17
10.	EFFECTIVENESS OF COLLATERAL	19
11.	EXPENSES, STAMP TAXES, INDEMNITY	23
12.	APPLICATION OF PROCEEDS	24
13.	OTHER SECURITY INTERESTS	25
14.	SUSPENSE ACCOUNTS AND CURRENCY CONVERSION	26
15.	CALCULATIONS AND CERTIFICATES	26
16.	CURRENCY INDEMNITY	27
17.	ASSIGNMENT	27
18.	NOTICES	29
19.	WAIVERS AND COUNTERPARTS	31
20.	LAW	31
21.	ENFORCEMENT	32
The Schedule        FORM OF NOTICE OF CHARGE AND ASSIGNMENT		33

THIS AGREEMENT is made by way of deed on 20 January 2010

BETWEEN

(1) S&T INTERNATIONAL DISTRIBUTION LTD., a business company incorporated under the laws of the British Virgin Islands and whose registered office is at PO Box 3444, Road Town, Tortola, British Virgin Islands (the “Chargor”); and

(2) DEUTSCHE BANK AG, LONDON BRANCH, a corporation domiciled in Frankfurt am Main, Germany, acting through its London branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom (the “Secured Party”).

RECITALS:

(A) The Secured Party and the Obligor (as defined below) have entered into transactions under the Master Agreement (as defined below), including the Dual Currency Swap Transaction (as defined below), under which the Obligor has failed to make a payment.

(B) Further to discussions between the Secured Party and the Obligor, the Obligor has requested the Secured Party to agree to a revised payment schedule in respect of such payment under the Dual Currency Swap Transaction as set out in the Letter Agreement (as defined below). It is a condition precedent to such agreement that the Chargor enters into this Agreement.

(C) It is intended by the parties to this Agreement that this document will take effect as a deed despite the fact that a party may only execute this Agreement under hand.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Act” means the Conveyancing and Law of Property Act, Chapter 61 of Singapore.

“Assigned Property” means the rights and property expressed to be assigned in Clause 2.3 (Assignment).

“Business Day” means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets are open in London and Hong Kong.

“Charged Portfolio” means the Shares and the Related Assets.

“Collateral Rights” means all rights, powers and remedies of the Secured Party provided by this Agreement or by law,

“Custodian” means Deutsche Bank AG, a corporation domiciled in Frankfurt am Main, Germany, acting through its Singapore branch.

“Custody Account” means the custody account established under the terms of the Custody Agreement.

“Custody Agreement” means The Multi Market Custody Agreement between the Chargor and the Custodian dated 3 December 2009.

“Dual Currency Swap Transaction” means the dual currency swap transaction (reference number: 2713574M) with a trade date of 16 August 2007 between the Secured Party and the Obligor.

“Letter Agreement” means the letter agreement dated 26 November 2009 between the Secured Party and the Obligor entered into in connection with the Dual Currency Swap Transaction.

“Master Agreement” means the 2002 ISDA Master Agreement dated as of 18 September 2007 between Deutsche Bank AG and the Obligor.

“Notice of Charge and Assignment” means a notice of charge and assignment substantially in the form of the Schedule.

“Obligor” means The Grande Holdings Limited, an exempt company with limited liability incorporated originally in the Cayman Islands and continued in Bermuda.

“Receiver” means a receiver, receiver or manager or an administrative receiver as the Secured Party may specify at any time in the relevant appointment made under this Agreement, which term will include any appointee made under a joint and/or several appointment by the Secured Party.

“Related Assets” means all dividends, interest and other monies at any time payable at any time in respect of the Shares and all other rights, benefits and proceeds in respect of or derived from the Shares (whether by way of allotment, accretion, redemption, bonus, preference, option, rights, substitution, conversion or otherwise) held by, to the order or on behalf of the Chargor at any time.

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“Secured Obligations” means the obligation of the Obligor to pay to the Secured Party the Outstanding Amount (being US$4,952,670) as defined in, and pursuant to the terms of, the Letter Agreement.

“Security” means the security created under or pursuant to or evidenced by this Agreement.

“Shares” means the 3,780,600 shares in Emerson Radio Corporation held by, to the order or on behalf of the Chargor in the Custody Account.

1.2 Terms defined in other documents

Unless defined in this Agreement or the context otherwise requires, a term defined in the Master Agreement or Letter Agreement, has the same meaning in this Agreement or any notice given under or in connection with this Agreement.

1.3 Construction

In this Agreement, unless the contrary intention appears, a reference to:

(a) “Obligor” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(b) an “amendment” includes a supplement, novation or re-enactment and “amended” is to be construed accordingly;

(c) “assets” includes present and future properties, revenues and rights of every description;

(d) an “authorisation” includes an authorization, consent, approval, resolution, licence, exemption, filing, registration and notarization;

(e) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future actual or contingent;

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(f) a “person” includes any individual, company, unincorporated association or body of persons (including a partnership, joint venture or consortium), government, state, agency, international organisation or other entity;

(g) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(h) a “successor” includes an assignee or successor in title of any party and any person who under the laws of its jurisdiction of incorporation or domicile has assumed the rights and obligations of any party under this Agreement or the Letter Agreement or to which, under such laws, any rights and obligations have been transferred;

(i) a provision of law is a reference to that provision as amended or re-enacted;

(j) a “Clause” or a “Schedule” is a reference to a clause of or a schedule to this Agreement;

(k) a “person” includes its successors, transferees and assigns; and

(l) a “document” is a reference to that document as amended.

1.4 Third Party Rights

Unless otherwise expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of this Agreement.

2. COVENANT TO PAY, CHARGE AND ASSIGNMENT

2.1 Covenant to Pay

The Chargor covenants with the Secured Party to discharge each of the Secured Obligations on their due date in accordance with their respective terms provided that the liability of the Chargor shall be limited to the realisable value of the Charged Portfolio and the Assigned Property from time to time.

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2.2 Charge

The Chargor charges the Charged Portfolio as beneficial owner and by way of first fixed charge, in favour of the Secured Party, and assigns and agrees to assign absolutely to the Security Party all its present and future rights, title and interest in and to the Charged Portfolio, as continuing security for the payment and discharge of the Secured Obligations.

2.3 Assignment

The Chargor, as legal and beneficial owner, assigns absolutely to the Secured Party all of its right, title and interest, present and future, in, under and to the Custody Agreement including, without limitation, all present and future claims causes of action payments and proceeds in respect thereof

3. NOTICES, RELATED RIGHTS AND RELEASE

3.1 Notices and other documents

(a) The Chargor will immediately upon the execution of this Agreement (or upon coming into possession of the Chargor at any time):

(i) deliver or cause to be delivered to the Secured Party or any other person as the Secured Party may specify, all such documents, notices or instruments duly executed by the Chargor and/or the relevant person or persons as may be required or deemed necessary by the Secured Party to grant or create in favour of the Secured Party or its nominees a first-priority security interest by way of a charge in the Shares in accordance with any law as may be applicable to such Shares; and

(ii) ensure delivery to the Secured Party within two Business Days of the date of this Agreement of the Notice of Charge and Assignment duly executed by or on behalf of the Chargor and acknowledged by the relevant third party.

(b) The Chargor shall immediately upon execution of this Agreement instruct its registered agent to (i) create and maintain a register of charges for the Chargor in accordance with section 162 of the BVI Business Companies Act, 2004 (the “Register of Charges”) and (b) enter the particulars of the security interests created pursuant to this Agreement in the Register of Charges.

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3.2 Related Assets

The Chargor shall, promptly upon the accrual, offer or issue of any Related Assets (in the form of stocks, shares, rights, warrants or other securities) in which the Chargor has a beneficial interest, procure the delivery to the Secured Party of all such documents, notices or instruments duly executed by the Chargor and/or the relevant person or persons as may be required or deemed necessary by the Secured Party to grant or create in favour of the Secured Party or its nominees a first-priority security interest by way of a charge in the Related Assets in accordance with any law as may be applicable to the Shares.

3.3 Release

Upon the Secured Party being satisfied that the Secured Obligations have been irrevocably paid or discharged in full, and the Secured Party having no further actual or contingent obligations to make advances or provide other financial accommodation to the Obligor or any other person under the Letter Agreement, the Secured Party shall, at the request and cost of the Chargor release all the security granted by this Agreement and reassign to the Chargor the Assigned Property, subject to Clause 10.7 (Avoidance of Payments) without recourse to, and without any representations or warranties by, the Secured Party or any of its nominee(s).

4. VOTING RIGHTS AND DIVIDENDS

4.1 Voting rights and dividends prior to an Event of Default

Prior to the occurrence of an Event of Default, the Chargor shall:

(a) be entitled to all dividends, interest and other monies or distributions of an income nature arising from the Charged Portfolio; and

(b) subject to Clause 5.2(e) be entitled to exercise all voting rights in relation to the Charged Portfolio.

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4.2 Voting rights and dividends after an Event of Default

Upon the occurrence of an Event of Default, the Secured Party may, at its discretion, (in the name of the Chargor or otherwise and without any further consent or authority from the Chargor):

(a) exercise (or refrain from exercising) any voting rights in respect of the Charged Portfolio;

(b) apply all dividends, interest and other monies arising from the Charged Portfolio as though they were the proceeds of sale under this Agreement;

(c) transfer the Charged Portfolio into the name of the Secured Party or such nominee(s) of the Secured Party as its shall require; and

(d) exercise (or refrain from exercising) the powers and rights conferred on or exercisable by the legal or beneficial owner of the Charged Portfolio including the right, in relation to any company whose shares or other securities are included in the Charged Portfolio, to concur or participate in:

(i) the reconstruction, amalgamation, sale or other disposal of such company or any of its assets or undertaking (including the exchange, conversion or reissue of any shares or securities as a consequence thereof);

(ii) the release, modification or variation of any rights or liabilities attaching to such shares or securities; and

(iii) the exercise, renunciation or assignment of any right to subscribe for any shares or securities,

in each case in the manner and on the terms the Secured Party thinks fit, and the proceeds of any such action shall form part of the Charged Portfolio.

5. CHARGOR’S REPRESENTATIONS AND UNDERTAKINGS

5.1 Representations

The Chargor makes the following representations and warranties to the Secured Party and acknowledges that the Secured Party has become a party to this Agreement in reliance on these representations and warranties:

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(a) Status

(i) It is a corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation.

(ii) It and each of its subsidiaries (if any) has the power to own its assets and carry on its business as it is being conducted.

(b) Agreement in force

The Custody Agreement is in full force and effect, enforceable in accordance with its terms and at the date specified above it is not in breach of any term or condition of the Custody Agreement.

(c) No restrictions

There are no restrictions on the Chargor’s ability to assign the Custody Agreement, whether contained in the Custody Agreement or in any other document,

(d) Binding obligations

Subject to general equitable principles and insolvency and other laws generally applicable to creditors’ rights, the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations; and create a first ranking security interest over the Charged Portfolio and Assigned Property.

(e) Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, this Agreement (including any transfer of the Shares on creation or enforcement of the security constituted by this Agreement) do not and shall not:

(i) conflict with:

(A) any law or regulation applicable to it;

(B) its or (if any) any of its subsidiaries’ constitutional documents; or

(C) any agreement or instrument binding upon it, any of its subsidiaries or the Shares; or

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(ii) result in the existence of, or oblige it to create, any security over the Shares or the Assigned Property.

(f) Ranking

The security created by this Agreement has or will have first ranking priority and it is not subject to any prior ranking or pari passu security.

(g) Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement and that all necessary authorisations to enable it to enter into this Agreement have been obtained and are in full force and effect.

(h) Ownership of Shares

It is the sole beneficial owner of the Charged Portfolio free and clear of all security interests save as created by this Agreement and has not sold or disposed of or granted any options or pre-emption rights in respect of any of its right, title and interest, in the Charged Portfolio and all of the Shares are validly issued, fully paid and are not subject to any options to purchase, pre-emption rights or similar rights or other restrictions upon disposal which would operate to restrict in any way their disposal by the Secured Party should it come to enforce its security over the Charged Portfolio contained in this Agreement.

(i) Ownership of Assigned Property

It is the sole legal and beneficial owner of the Assigned Property, free and clear of all security interests save as created by this Agreement and has not sold or disposed of or granted any interest in or rights in respect of any of its right, title and interest in the Assigned Property and the Assigned Property is not subject to any options to purchase, pre-emption rights or similar rights or other restrictions upon disposal which would operate to restrict in any way their disposal by the Secured Party should it come to enforce its security contained in this Agreement.

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(j) Authorisations

All authorisations required or desirable:

(i) to enable it lawfully to enter into, exercise its rights and comply with its obligations under this Agreement; and

(ii) to make this Agreement admissible in evidence in its jurisdiction of incorporation and the jurisdiction of incorporation of each company whose shares are charged under this Agreement,

have been obtained or effected and are in full force and effect.

(k) Choice of law

The choice of Singapore law as the governing law of this Agreement and any judgement obtained in Singapore in relation to this Agreement will be recognised and enforced in its jurisdiction of incorporation.

(l) Deduction of Tax

It is not required to make any deduction for or on account of tax from any payment it may make under this Agreement.

(m) Winding-up

No corporate actions, legal proceedings or other procedure or steps have been taken in relation to, or notice given in respect of, a composition, compromise, assignment or arrangement with any creditor of the Chargor or in relation to the suspension of payments or moratorium of any indebtedness, winding-up, dissolution, administration, judicial management or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of, or the appointment of an administrator, a liquidator, a provisional liquidator or judicial manager to, the Chargor and no such step is intended by the Chargor {save for the purposes of any solvent re-organisation or reconstruction which has previously been approved by the Secured Party).

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5.2 Undertakings

(a) Authorisations

The Chargor shall promptly:

(i) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(ii) supply certified copies to the Secured Party of,

any authorisation required under any law or regulation of any relevant jurisdiction to enable it to perform its obligations under this Agreement and to ensure the legality, validity, enforceability or admissibility in evidence in any relevant jurisdiction of this Agreement.

(b) Compliance with laws

The Chargor shall comply in all respects with all laws to which it may be subject, if failure so to comply would impair its ability to perform its obligations under this Agreement.

(c) Disposals and Negative pledge

The Chargor shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntarily or involuntarily, to sell, lease, transfer or otherwise dispose of the whole or any part of the Charged Portfolio and/or Assigned Property and will not create or permit to subsist any security interest on any part of the Charged Portfolio and/or Assigned Property or otherwise deal with any part of the Charged Portfolio and/or Assigned Property, save as may be agreed to in writing by the Secured Party.

(d) Calls on Shares

The Chargor undertakes to pay all calls or other payments when due in respect of any part of the Charged Portfolio. If the Chargor fails to make any such payment the Secured Party may make that payment on behalf of the Chargor and any sums so paid by the Secured Party shall be reimbursed by the Chargor on demand together with interest on those sums. Such interest shall be calculated from the due date up to the actual date of payment (after, as well as before, judgment) in accordance with Clause 11.5 (Interest on Demands).

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(e) Voting Rights

The Chargor shall not exercise (and shall procure that any nominee acting on its behalf does not exercise) its voting rights in relation to the Charged Portfolio in any manner, or otherwise permit or agree to, or concur or participate in any (i) variation of the rights attaching to or conferred by all or any part of the Charged Portfolio (ii) increase in the issued share capital of any company whose shares are charged pursuant to this Agreement (iii) exercise, renunciation or assignment of any right to subscribe for any shares or securities or (iv) reconstruction, amalgamation, sale or other disposal of any company or any of the assets of any company (including the exchange, conversion or reissue of any shares or securities as a consequence thereof) whose shares are charged under this Agreement, which in the opinion of the Secured Party would prejudice the value of, or the ability of the Secured Party to realise, the security created by this Agreement provided that the proceeds of any such action shall form part of the Charged Portfolio.

(f) Not Jeopardise

The Chargor shall not do or permit to be done any act or thing which might jeopardise the rights of the Secured Party in the Assigned Property or which might adversely affect or diminish the value of the Assigned Property.

(g) Notify

The Chargor shall promptly notify the Secured Party of any circumstances which give rise, or may reasonably be expected to give rise, to a claim on or in relation to the Assigned Property.

(h) No Variation

The Chargor shall not vary, rescind or amend the Custody Agreement except with the prior written consent of the Secured Party.

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(i) Compliance with Custody Agreement

The Chargor shall promptly comply with its obligations under the Custody Agreement.

(j) No Set-off etc

The Chargor shall not take or omit to take any action which might result in (i) the alteration or impairment of any rights in the Assigned Property; (ii) any default of any of its obligations under the Custody Agreement; (iii) any right to terminate the Custody Agreement becoming exercisable by the Custodian; or (iv) any counterclaim or rights of set-off arising under the Custody Agreement.

6. FURTHER ASSURANCE

The Chargor will promptly at its own cost do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices, instructions, shareholders’ agreements or resolutions amending or varying the constitutional documents of any company whose shares are charged pursuant to this Agreement in respect of rights attaching to any of the Shares) as the Secured Party may specify (and in such form as the Secured Party may require in favour of the Secured Party or its nominee(s)) for the purpose of exercising the Collateral Rights or perfecting the Security created or intended to be created in respect of the Charged Portfolio and/or Assigned Property (which may include the execution by the Chargor of a mortgage, charge or assignment over all or any of the assets constituting, or intended to constitute, the Charged Portfolio and/or Assigned Property) or for the exercise of the rights, powers and remedies of the Secured Party provided by or pursuant to this Agreement or by law in each case in accordance with the rights vested in it under this Agreement.

7. POWER OF ATTORNEY

7.1 Appointment and powers

The Chargor by way of security irrevocably appoints the Secured Party and any Receiver severally to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents and do all things which the attorney may consider to be required or desirable for:

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(a) carrying out any obligation imposed on the Chargor by this Agreement or any other agreement binding on the Chargor to which the Secured Party is a party (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Charged Portfolio and/or Assigned Property); and

(b) enabling the Secured Party to exercise, or delegate the exercise of, all or any of the Collateral Rights;

(c) enabling any Receiver to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this Agreement or by law.

7.2 Ratification

The Chargor hereby declares that such power of attorney has been given for valuable consideration and shall remain irrevocable for so long as any part of the Secured Obligations remains outstanding. The Chargor hereby ratifies and confirms and agrees to ratify and confirm all things done or purported to be done and all documents executed by any attorney in the exercise or purported exercise of all or any of his powers, authorities and discretions referred to in Clause 7.1 (Appointment and powers) above. Any attorney referred to in this Clause 7 may enjoy the benefit or enforce the terms of this Clause in accordance with the provisions of the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.

8. SECURITY ENFORCEMENT

8.1 Time for Enforcement

On and at any time after the occurrence of an Event of Default (which is continuing) or if the Chargor requests the Security Trustee to exercise any of its powers under this Agreement or if a petition or application is presented for the making of an administration order (or its equivalent in the jurisdiction in which the Chargor is incorporated) in relation to the Chargor or if any person gives written notice of its intention to appoint an administrator (or its equivalent in the jurisdiction in which the Chargor is incorporated) of the Chargor or files such a notice with the court, the security created by or pursuant to this Agreement is immediately enforceable and the Secured Party may, without notice to the Chargor or prior authorisation from any court, in its absolute discretion:

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(a) secure and perfect its title to all or any part of the Charged Portfolio and/or Assigned Property (including transferring the same into the name of the Secured Party or its nominees) or, in relation to the Assigned Property, otherwise exercise in relation to the Assigned Property all the rights of an absolute owner;

(b) enforce all or any part of the Security (at the times, in the manner and on the terms it thinks fit) and:

(i) take possession of and hold, sell, or otherwise dispose of all or any part of the Charged Portfolio (at the time, in the manner and on the terms it thinks fit); and/or

(ii) appropriate, hold, sell, or otherwise dispose of all or any part of the Assigned Property (at the time, in the manner and on the terms it thinks fit);

(c) whether or not it has appointed a Receiver, exercise all or any of the powers, authorisations and discretions conferred by the Act (as varied or extended by this Agreement, but free from the restrictions imposed by Section 25 thereof) on chargees and by this Agreement on any Receiver or otherwise conferred by law on mortgagees or Receivers; and

(d) collect, recover or compromise, and give good discharge for any moneys paid or payable to the Chargor under or in respect of the Assigned Property, and enforce (in any way whatsoever including, without limitation, by way of instituting proceedings in the Chargor’s name) any rights or claims arising or in respect of the Assigned Property.

8.2 Power of sale

(a) After the security created by this Agreement has become enforceable in accordance with Clause 8.1 (Time for enforcement), the Secured Party shall be entitled, without prior notice to the Chargor or prior authorisation from any court, to sell or otherwise dispose of all or any part of the Charged Portfolio and/or Assigned Property (at the times, in the manner and on the terms it thinks fit). The Secured Party shall be entitled to apply the proceeds of that sale or other disposal in paying the costs of that sale or disposal and in or towards the discharge of the Secured Obligations.

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(b) The security created by this Agreement shall become immediately enforceable and the power of sale and other powers conferred by the Act and/or this Agreement shall arise and may be immediately exercised after the security created by this Agreement has become enforceable in accordance with Clause 8.1 (Time for enforcement).

(c) The powers conferred by this Agreement in relation to the Charged Portfolio and/or Assigned Property or any part thereof on the Secured Party shall be in addition to and not in substitution for the powers conferred on mortgagees under the Act, which shall apply to the security created by this Agreement except insofar as they are expressly or impliedly excluded. Where there is any ambiguity or conflict between the powers contained in the Act and those conferred by this Agreement as aforesaid or where the powers or protections in this Agreement are more extensive or less restricted than those provided by the Act, then the terms of this Agreement shall prevail to the extent permitted by law.

(d) Section 21 of the Act shall not apply to this Agreement.

(e) A certificate in writing by an officer or agent of the Secured Party that any power of sale or other disposal has arisen and is exercisable shall be conclusive evidence of that fact, in favour of a purchaser of all or any part of the Charged Portfolio and/or Assigned Property. No person dealing with the Secured Party shall be concerned to enquire whether any event has happened upon which any of the powers, authorities and discretions conferred by or pursuant to this Agreement in relation to such property or any part thereof are or may be exercisable by the Secured Party or otherwise as to the propriety or regularity of acts purporting or intended to be in exercise of any such powers.

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8.3 Charges liability

Neither the Secured Party nor any Receiver will be liable to account as mortgagee or mortgagee in possession in respect of the Charged Portfolio and/or Assigned Property or be liable for any loss upon realisation or for any neglect or default of any nature whatsoever in connection with the Charged Portfolio and/or Assigned Property for which a mortgagee or mortgagee in possession might as such be liable.

9. RECEIVERS

9.1 Appointment and removal

At any time after having been requested to do so by the Chargor or after this Agreement becomes enforceable in accordance with Clause 8 (Security Enforcement), the Secured Party may by deed or otherwise (acting through an authorised officer of the Secured Party), without prior notice to the Chargor:

(a) appoint one or more persons to be a Receiver of the whole or any part of the Charged Portfolio and/or Assigned Property;

(b) appoint one or more Receivers of separate parts of the Charged Portfolio and/or Assigned Property respectively;

(c) remove (so far as it is lawfully able) any Receiver so appointed; and

(d) appoint another person(s) as an additional or replacement Receiver(s).

9.2 Capacity of Receivers

Each person appointed to be a Receiver pursuant to Clause 9,1 (Appointment and removal) will be:

(a) entitled to act individually or together with any other person appointed or substituted as Receiver;

(b) for all purposes deemed to be the agent of the Chargor which shall be solely responsible for his acts, defaults and liabilities and for the payment of his remuneration and no Receiver shall at any time act as agent for the Secured Party; and

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(c) entitled to remuneration for his services at a rate to be fixed by the Secured Party from time to time (without being limited to the maximum rate specified by the Act).

9.3 Statutory powers of appointment

The powers of appointment of a Receiver shall be in addition to all statutory and other powers of appointment of the Secured Party under the Act (as extended by this Agreement) or otherwise and such powers shall remain exercisable from time to time by the Secured Party in respect of any part of the Charged Portfolio and/or Assigned Property.

9.4 Powers of Receivers

Every Receiver shall (subject to any restrictions in the instrument appointing him but notwithstanding any winding-up or dissolution of the Chargor) have and be entitled to exercise, in relation to the Charged Portfolio and/or Assigned Property in respect of which he was appointed, and as varied and extended by the provisions of this Agreement (in the name of or on behalf of the Chargor or in his own name and, in each case, at the cost of the Chargor):

(a) all the powers conferred by the Act on mortgagors and on mortgagees in possession and on receivers appointed under that Act;

(b) all the powers of a receiver appointed under the Companies Act, Chapter 50 of Singapore;

(c) all the powers and rights of an absolute owner and power to do or omit to do anything which the Chargor itself could do or omit to do;

(d) the power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement or the Letter Agreement (including the power of attorney) on such terms and conditions as it shall see fit which delegation shall not preclude either the subsequent exercise any subsequent delegation or any revocation of such power, authority or discretion by the Receiver itself; and

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(e) the power to do all things (including bringing or defending proceedings in the name or on behalf of the Chargor) which seem to the Receiver to be incidental or conducive to:

(i) any of the functions, powers, authorities or discretions conferred on or vested in him;

(ii) the exercise of any rights, powers and remedies of the Secured Party provided by or pursuant to this Agreement or by law (including realisation of all or any part of the Charged Portfolio and/or Assigned Property); or

(iii) bringing to his hands any assets of the Chargor forming part of, or which when got in would be, Charged Portfolio and/or Assigned Property.

9.5 Consideration

The receipt of the Secured Party or any Receiver shall be a conclusive discharge to a purchaser and, in making any sale or disposal of any of the Charged Portfolio and/or Assigned Property or making any acquisition, the Secured Party or any Receiver may do so for such consideration, in such manner and on such terms as it thinks fit.

9.6 Protection of purchasers

No purchaser or other person dealing with the Secured Party or any Receiver shall be bound to inquire whether the right of the Secured Party or such Receiver to exercise any of its powers has arisen or become exercisable or be concerned with any propriety or regularity on the part of the Secured Party or such Receiver in such dealings.

9.7 Discretions

Any liberty or power which may be exercised or any determination which may be made under this Agreement by the Secured Party or any Receiver may be exercised or made in its absolute and unfettered discretion without any obligation to give reasons.

10. EFFECTIVENESS OF COLLATERAL

10.1 Collateral Cumulative

The collateral constituted by this Agreement and the Collateral Rights shall be cumulative, in addition to and independent of every other security which the Secured Party may at any time hold for the Secured Obligations or any rights, powers and remedies provided by law. No prior security held by the Secured Party over the whole or any part of the Charged Portfolio and/or Assigned Property shall merge into the collateral constituted by this Agreement.

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10.2 No Waiver

No failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power or remedy of the Secured Party provided by this Agreement or by law shall operate as a waiver, nor shall any single or partial exercise of that right, power or remedy prevent any further or other exercise of that or any other right, power or remedy of the Secured Party provided by this Agreement or by law.

10.3 Illegality, Invalidity, Unenforceability

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

10.4 No liability

None of the Secured Party, its nominee(s) or any Receiver appointed pursuant to this Agreement shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any neglect or default in connection with the Charged Portfolio and/or Assigned Property or (c) the taking possession or realisation of all or any part of the Charged Portfolio and/or Assigned Property, except in the case of gross negligence or wilful default upon its part.

10.5 Continuing security

(a) The Security from time to time constituted by this Agreement is a continuing security and will remain in full force and effect as a continuing security until released or discharged by the Secured Party.

(b) No part of the Security from time to time constituted by this Agreement will be considered satisfied or discharged by any intermediate payment, discharge or satisfaction of the whole or any part of the Secured Obligations.

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10.6 Immediate recourse

The Chargor waives any right it may have of first requiring the Secured Party or a Secured Party to proceed against or enforce any other rights or Security or claim payment from any person before claiming from the Chargor under this Agreement. This waiver applies irrespective of any law or any provision of this Agreement to the contrary.

10.7 Avoidance of Payments

Notwithstanding Clause 3.3 (Release) if the Secured Party considers that any amount paid or credited to it is capable of being avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws the liability of the Chargor under this Agreement and the Security constituted by this Agreement shall continue and that amount shall not be considered to have been irrevocably paid.

10.8 Non-competition

Until the irrevocable discharge of the Secured Obligations referred to in Clause 33 (Release), the Chargor will not exercise any rights which it may have by reason of performance by it of its obligations under this Agreement:

(a) to be indemnified by the Obligor;

(b) to claim any contribution from any guarantor of the Obligor’s obligations under this Agreement or the Letter Agreement; and/or

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any right of the Secured Party under this Agreement or the Secured Party under any other guarantee or the Letter Agreement or security taken pursuant to, or in connection with, this Agreement or the Letter Agreement by the Secured Party.

10.9 Waiver of defences

The obligations of the Chargor under this Agreement and this Security will not be affected by any act, omission, matter or thing which, but for this Clause 10.9 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Agreement and this Security and whether or not known to the Chargor or the Secured Party including:

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(a) any time, waiver or consent granted to, or composition with, the Obligor or other person;

(b) the release of the Obligor or any other person under the terms of any composition or arrangement with any creditor of the Obligor;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Obligor or other person or any non-presentment or non-observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any other security;

(d) any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of, the Obligor or any other person;

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of the Letter Agreement or any other document or security including without limitation any change in the purpose of or, any extension or variation of the Letter Agreement or other documents and any amendment, variation, waiver or release of any of the Secured Obligations;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any document or security; or

(g) any insolvency or similar proceedings.

10.10 No prejudice

The Security created by or pursuant to this Agreement and the rights, powers and remedies of the Secured Party provided by or pursuant to this Agreement or by law shall not be prejudiced by any unenforceability or invalidity of any other agreement or document or by any time or indulgence granted to the Chargor or any other person by the Secured Party or by any other thing which might otherwise prejudice the Security or any rights, powers and remedies of the Secured Party provided by or pursuant to this Agreement or by law.

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11. EXPENSES, STAMP TAXES, INDEMNITY

11.1 Expenses

(a) Each party will bear its own costs and expenses in connection with the negotiation, preparation and execution of this Agreement.

(b) The Chargor shall promptly on demand pay the Secured Party the amount of all costs and expenses (including legal fees) reasonably incurred by the Secured Party in connection with the completion of the transactions and perfection of the security contemplated in this Agreement.

11.2 Enforcement expenses

The Chargor shall, within three Business Days after demand pay to the Secured Party for all the costs and expenses (including legal fees) on a full indemnity basis incurred by it in connection with the exercise, preservation and/or enforcement of any of the rights, powers or remedies of the Secured Party or the Security or any proceedings instituted by or against the Secured Party as a consequence of taking or holding the Security or of enforcing any rights, powers or remedies of the Secured Party.

11.3 Stamp Taxes

The Chargor shall pay all stamp, registration and other taxes to which this Agreement, the Security or any judgment given in connection with it is or at any time may be subject and shall, from time to time, indemnify the Secured Party on demand against any liabilities, costs, claims and expenses resulting from any failure to pay or delay in paying any such tax.

11.4 Indemnity

The Chargor shall, notwithstanding any release or discharge of all or any part of the security, indemnify the Secured Party, its attorneys and any Receiver against any action, proceeding, claims, losses, liabilities and costs which it may sustain as a consequence of any breach by the Chargor of the provisions of this Agreement, the exercise or purported exercise of any of the rights and powers conferred on them by this Agreement or otherwise relating to the Charged Portfolio and/or Assigned Property.

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11.5 Interest on Demands

If the Chargor fails to pay any sum on the due date for payment of that sum the Chargor shall pay interest on any such sum (before and after any judgment and to the extent interest at a default rate is not otherwise being paid on such sum) from the date of demand until the date of payment calculated on a daily basis at the Default Rate (as defined in the Master Agreement).

11.6 Payments Free Of Deduction

All payments to be made to the Secured Party under this Agreement shall be made free and clear of and without deduction for or on account of tax unless the Chargor is required to make such payment subject to the deduction or withholding of tax, in which case the sum payable by the Chargor in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the person on account of whose liability to tax such deduction or withholding has been made receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.

12. APPLICATION OF PROCEEDS

All moneys received or recovered by the Secured Party or any Receiver pursuant to this Agreement or the powers conferred by it shall (subject to the claims of any person having prior rights thereto and by way of variation of the provisions of the Act) be applied first in the payment of the costs, charges and expenses incurred and payments made by the Receiver, the payment of his remuneration and the discharge of any liabilities incurred by the Receiver in, or incidental to, the exercise of any of his powers, and thereafter shall be applied by the Secured Party (notwithstanding any purported appropriation by the Chargor) in accordance with the following order of priority:

(a) in payment of all costs and expenses reasonably incurred by the Secured Party in connection with any realisation or enforcement of the Security taken in accordance with the terms of this Agreement;

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(b) in payment to the Secured Party towards discharge of the Secured Obligations; and

(c) the balance, if any, in payment to the Chargor.

13. OTHER SECURITY INTERESTS

13.1 Redemption or transfer

In the event of any action, proceeding or step being taken to exercise any powers or remedies conferred by any prior ranking security in case of exercise by the Secured Party or any Receiver of any power of sale under this Agreement the Secured Party may redeem such prior security or procure the transfer thereof to itself.

13.2 Accounts

The Security Party may settle and pass the accounts of the prior security and any accounts so settled and passed will be conclusive and binding on the Chargor.

13.3 Costs of redemption or transfer

All principal monies, interest, costs, charges and expenses of and incidental to any redemption or transfer will be paid by the Chargor to the Secured Party on demand together with accrued interest thereon (after as well as before judgment) at the rate from time to time applicable to unpaid sums specified in the Master Agreement from the time or respective times of the same having been paid or incurred until payment thereof (after as well as before judgment).

13.4 Subsequent Interests

If the Secured Party at any time receives notice of any subsequent mortgage, assignment, charge or other interest affecting all or any part of the Charged Portfolio and/or Assigned Property, all payments made by the Chargor to the Secured Party after that time shall be treated as having been credited to a new account of the Chargor and not as having been applied in reduction of the Secured Obligations as at the time when the Secured Party received notice.

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14. SUSPENSE ACCOUNTS AND CURRENCY CONVERSION

14.1 Suspense Accounts

All monies received, recovered or realised by the Secured Party under this Agreement (including the proceeds of any conversion of currency) may in the discretion of the Secured Party be credited to any interest bearing suspense or impersonal account maintained with the Secured Party or any bank, building society or financial institution as it considers appropriate and may be held in such account for so long as the Secured Party may think fit pending their application from time to time (as the Secured Party is entitled to do in its discretion) in or towards the discharge of any of the Secured Obligations and save as provided herein no party will be entitled to withdraw any amount at any time standing to the credit of any suspense or impersonal account referred to above.

14.2 Currency Conversion

For the purpose of or pending the discharge of any of the Secured Obligations the Secured Party may convert any money received, recovered or realised or subject to application by it under this Agreement from one currency to another, as the Secured Party thinks fit: and any such conversion shall be effected at the Secured Party’s spot rate of exchange for the time being for obtaining such other currency with the first currency.

15. CALCULATIONS AND CERTIFICATES

15.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with this Agreement, the entries made in the accounts maintained by the Secured Party are prima facie evidence of the matters to which they relate.

15.2 Certificates and Determinations

Any certification or determination by the Secured Party of a rate or amount under this Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

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16. CURRENCY INDEMNITY

If any sum (a “Sum”) owing by the Chargor under this Agreement or any order or judgment given or made in relation to this Agreement has to be converted from the Currency (the “First Currency”) in which such Sum is payable into another currency (the “Second Currency”) for the purpose of:

(a) making or filing a claim or proof against the Chargor;

(b) obtaining an order or judgment in any court of other tribunal;

(c) enforcing any judgment given or made in relation to this Agreement; or

(d) applying the Sum in satisfaction of any Secured Obligations,

the Chargor shall indemnify the Secured Party from and against any loss suffered or incurred as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert such Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to the Secured Party at the time of such receipt of such Sum.

17. ASSIGNMENT

17.1 Permitted Successors

This Agreement shall be binding upon and shall inure to the benefit of each party and its direct or subsequent legal successors, permitted transferees and assigns.

17.2 Secured Party Successors

This Agreement shall remain in effect despite any amalgamation or merger (however effected) relating to the Secured Party; and references to the Secured Party shall include any assignee or successor in title of the Secured Party and any person who, under the laws of its jurisdiction of incorporation or domicile, has assumed the rights and obligations of the Secured Party under this Agreement or to which, under such laws, those rights and obligations have been transferred.

17.3 Disclosure

Without prejudice to the Secured Party’s rights to disclose information relating to the Chargor whether under common law or the Banking Act, Chapter 19 of Singapore (as amended or re-enacted from time to time, the “Banking Act”) or otherwise, the Chargor hereby expressly and irrevocably permits and authorises the Secured Party, its officers (as defined in the Banking Act) and agents and all persons to whom Section 47 of the Banking Act applies, to disclose, reveal and divulge at any time in such manner and under such circumstances as the Secured Party shall consider appropriate in its discretion for any such purposes as it thinks fit without prior reference to the Chargor, any and all information and particulars relating to and in connection with the Chargor, the Master Agreement and the Letter Agreement, any security taken, transactions undertaken and balances and positions with the Secured Party to any person at any time and from time to time, including but not limited to:

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(a) the Secured Party’s head office, branches, representative offices, Subsidiaries, related corporations or affiliates, in Singapore or any other jurisdiction (collectively the “Related Parties” and each a “Related Party”) for any database or data processing purposes or other purposes in connection with the Secured Party’s operations or businesses, notwithstanding that a Related Party’s principal place of business may be outside of Singapore or the Chargor’s information following disclosure may be collected, held, processed or used by any Related Party in whole or in part outside of Singapore;

(b) any person who is succeeding (or may potentially succeed) the Secured Party in such capacity;

(c) the Secured Party’s or such Related Party’s agents, contractors, third party service providers, auditors and/or professional advisors including its solicitors and other legal advisors, whether in Singapore or outside Singapore;

(d) any actual or potential assignee or transferee of any rights and obligations of the Secured Party or other participants in any of its rights and/or obligations under or relating to the Master Agreement, the Letter Agreement and any security therefor for any purposes connected with the proposed assignment or transfer;

(e) the Secured Party’s stationery printers, the vendors of the computer systems used by the Secured Party and to such person(s) installing and maintaining the same and other suppliers of goods or service providers engaged by the Secured Party;

(f) any insurer(s), insurance broker(s) or valuer(s) or the proposed insurer(s), insurance broker(s) or valuer(s) (whether of the Secured Party, any Related Party, the Chargor or otherwise) or any direct or indirect provider of credit protection to the Secured Party or Related Party;

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(g) any receiver or receiver and manager appointed by the Secured Party;

(h) any person to whom disclosure is permitted or required by any law, statutory provision, regulation, judgment, order of court or order of any tribunal;

(i) any of the Secured Party’s affiliates and any other person:

(i) with (or through) whom the Secured Party enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to the Master Agreement or Letter Agreement; or

(ii) who is a person, or who belongs to a class of persons, specified in the second column of the Third Schedule to the Banking Act;

(j) any credit bureau or rating agency; and/or

(k) any regulatory, supervisory, governmental agency, authority or other authority, court of law or tribunal in Singapore and elsewhere.

This Clause 17.3 (Disclosure) is not, and shall not be deemed to constitute, an express or implied agreement by the Secured Party with the Chargor for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act and in the Third Schedule to the Banking Act.

18. NOTICES

18.1 Communications in Writing

Each communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, shall be made by fax or letter.

18.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each party for any communication or document to be made or delivered under or in connection with the Agreement is:

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(a) in the case of the Chargor:

S&T International Distribution Ltd.

c/o Akai Sales Pte. Ltd., 456 Alexandra Road, #12-01 NOL Building,

Singapore 119962

Attention: Ms Ruby Lee

Telephone: +65 6371 1833

Fax: +65 6272 2196

(b) in the case of the Secured Party:

Deutsche Bank AG, London Branch

Floor 3, Winchester House

1 Great Winchester Street

London EC2N 2DB, United Kingdom

Attention: Global Markets, Core Rates Trading

Fax: +44 (11) 333 62022

with a copy to:

Deutsche Bank AG, Singapore Branch

One Raffles Quay, #18-00 South Tower, Singapore 048583

Attn: Global Markets, Core Rates Trading

Fax: +65 6883 0846

or any substitute address, fax number, or department or officer as the party may notify to the other party pursuant to this clause by not less than five Business Days’ notice.

18.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with this Agreement will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

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and, if a particular department or officer is specified as part of its address details provided under Clause 18.2 (Addresses) of this Agreement, if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Secured Party will be effective only when actually received by the Secured Party and then only if it is expressly marked for the attention of the department or officer identified with the Secured Party’s signature below (or any substitute department or officer as the Secured Party shall specify for this purpose).

18.4 English language

(a) Any notice given under or in connection with this Agreement must be in English.

(b) All other documents provided under or in connection with this Agreement must be:

(i) in English; or

(ii) if not in English, and if so required by the Secured Party, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

19. WAIVERS AND COUNTERPARTS

19.1 Waivers

No waiver by the Secured Party of any of its rights under this Agreement shall be effective unless given in writing.

19.2 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

20. LAW

This Agreement is governed by Singapore law.

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21. ENFORCEMENT

21.1 Jurisdiction of Singapore Courts

(a) The courts of Singapore have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or the consequences of its nullity) (a “Dispute”).

(b) The parties agree that the courts of Singapore are the most appropriate and convenient courts to settle disputes and accordingly no party will argue to the contrary.

(c) This Clause 21 is for the benefit of the Secured Party only. As a result and notwithstanding Clause 21.1(a), it does not prevent the Secured Party from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Party may take concurrent proceedings in any number of jurisdictions.

21.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, the Chargor:

(a) irrevocably appoints Akai Sales Pte. Ltd. of 456 Alexandra Road, #12-01 NOL Building, Singapore 119962 as its agent for service of process in relation to any proceedings before the Singapore courts in connection with this Agreement; and

(b) agrees that failure by an agent for service of process to notify the Chargor of the process will not invalidate the proceedings concerned.

THIS AGREEMENT has been signed on behalf of the Secured Party and executed as a deed by the Chargor and is delivered by it on the date specified above.

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THE SCHEDULE

FORM OF NOTICE OF CHARGE AND ASSIGNMENT

To: Deutsche Bank AG, Singapore Branch

Date: [•]

Dear Sirs,

1. We hereby give you notice that pursuant to a security over shares and security assignment agreement dated [• January 2010] entered into by us in favour of Deutsche Bank AG, London Branch (the “Secured Party”):

(a) we have charged to the Secured Party all our present and future rights, title and interest in and to the 3,780,600 shares in Emerson Radio Corporation held by us, to our order or on our behalf in our custody account with you (the “Shares”) including all dividends, interest and other monies at any time payable at any time in respect of the Shares and all other rights, benefits and proceeds in respect of or derived from the Shares (whether by way of allotment, accretion, redemption, bonus, preference, option, rights, substitution, conversion or otherwise) held by us, to our order or on our behalf at any time (the “Related Assets” and together with the Shares, the “Charged Portfolio”); and

(b) we have assigned to the Secured Party (by way of security) all our right, title and interest in and to The Multi Market Custody Agreement between the you and us dated 3 December 2009 (the “Custody Agreement”) including all monies which maybe payable in respect of the Custody Agreement.

2. With effect from the date of your receipt of this notice:

(c) all payments by you to us under or arising from the Custody Agreement or otherwise in relation to the Charged Portfolio (the “Payments”) shall be paid to the Secured Party or to its order as it may specify in writing from time to time [or provide details of the account into which sums are to be paid];

(d) all remedies provided for in the Custody Agreement or available at law or in equity shall be exercisable by the Secured Party;

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(e) all rights to compel performance of the Custody Agreement shall be exercisable by the Secured Party; and

(f) all rights, interests and benefits whatsoever accruing to or for the benefit of ourselves arising from the Custody Agreement shall belong to the Secured Party.

3. We shall continue to be solely responsible for the performance of our obligations under or in connection with the Custody Agreement or otherwise in relation to the Charged Portfolio.

4. You are authorised and instructed, without requiring further approval from us, to provide the Secured Party with such information relating to the Custody Agreement or the Charged Portfolio as it may from time to time request and to send copies of all notices issued by you under the Custody Agreement or otherwise in relation to the Charged Portfolio to the Secured Party as well as to us.

5. This notice and the instructions set out in it may not be revoked, nor may the terms of the Custody Agreement be amended, varied, waived or terminated, without the prior written consent of the Secured Party.

6. Please acknowledge receipt of this notice by signing the acknowledgement on the enclosed copy letter and returning it to the Secured Party at +44 (11) 333 62022 marked for the attention of Global Markets, Core Rates Trading with a copy to +65 68830846 marked for the attention of Global Markets, Core Rates Trading.

7. This notice is governed by Singapore law,

Yours faithfully,

For and on behalf of

S&T INTERNATIONAL DISTRIBUTION LTD.

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Acknowledgement

[On copy only:

To: DEUTSCHE BANK AG, LONDON BRANCH

We acknowledge receipt of a notice in the terms set out above and confirm that we have not received notice of any previous assignments or charges of or over any of the rights, interests and benefits in and to the Custody Agreement or the Charged Portfolio and that we will comply with the terms of the notice from S&T International Distribution Ltd. (the “Chargor”).

For and on behalf of Deutsche Bank AG, Singapore Branch

By:

Dated:

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EXECUTION PAGE

Chargor

EXECUTED AND DELIVERED AS A DEED

FOR AND ON BEHALF OF

S&T INTERNATIONAL DISTRIBUTION LTD.

BY:

Signature: /s/ Christopher Ho Wing On

Name: Christopher Ho Wing On

Director (duly authorised)	Grande N.A.K.S. Ltd.
	Sole Director

Secured Party

DEUTSCHE BANK AG, LONDON BRANCH

By:

Name:

Title:

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EXECUTION PAGE

Chargor

EXECUTED AND DELIVERED AS A DEED

FOR AND ON BEHALF OF

S&T INTERNATIONAL DISTRIBUTION LTD.

BY:

Signature:

Name:

Director (duly authorised)

Secured Party

DEUTSCHE BANK AG, LONDON BRANCH
By:	/s/ [two signatures]
Name:
Title:

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