EXHIBIT 10.12.5

                      FIFTH AMENDMENT TO LICENSE AGREEMENT


         This Fifth Amendment to License Agreement is dated effective as of May
18, 2005 and is made by and between Emerson Radio Corp. ("Licensor") and Funai
Corporation, Inc. ("Licensee").

         WHEREAS, Licensor and Licensee are parties to that License Agreement
dated effective January 1, 2001, as amended (collectively, the "Agreement"); and

         WHEREAS, the parties hereto wish to amend the Agreement.

         NOW, THEREFORE, the parties agree to the following:

                  1. Second Amended Exhibit A II of the Agreement. Amended
         Exhibit A, Section II of the Agreement shall be amended to read as set
         forth on the attached Second Amended Exhibit A.

         2. Capitalized Terms. All capitalized terms not defined herein shall
have the same meaning as in the Agreement.

          3. Counterparts. This Fifth Amendment and any future amendments may be
executed in several counterparts that together shall constitute but one and the
same document.

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

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


EMERSON RADIO CORP.                                  FUNAI CORPORATION, INC.
"Licensor"                                          "Licensee"


By: /s/ John J. Raab                                By: /s/ Takeshi Ito
Name: John J. Raab                                  Name:    Takeshi Ito
Title: COO/Senior Executive Vice President          Title:   President