SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.27.6

SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

     This Seventh Amendment to Loan and Security Agreement (this “ Amendment ”) is dated as of the 13th day of July, 2009, by and among EMERSON RADIO CORP. (“ ERC US ”), a Delaware corporation, EMERSON RADIO MACAO COMMERCIAL OFFSHORE LIMITED (“ ER Macao ”), a Macao corporation, MAJEXCO IMPORTS, INC. (“ MI ”), a California corporation, EMERSON RADIO (HONG KONG) LIMITED (“ ER Hong Kong ”), a Hong Kong corporation, and EMERSON RADIO INTERNATIONAL LTD. (“ ER BVI ”), a British Virgin Island company, jointly and severally as co-borrowers and co-obligors, except as set forth in Section 11.8 of the Loan Agreement, as defined below (collectively, the “ Borrowers ” and each is referred to individually herein as a “ Borrower ”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “ Bank ”).

BACKGROUND

          A. Borrowers and Bank are parties to a certain Loan and Security Agreement dated as of December 23, 2005 (as the same has been and may be amended or otherwise modified from time to time, the “ Loan Agreement ”), and the other Loan Documents (as defined in the Loan Agreement), Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Loan Agreement.

          B. Borrowers have informed Bank that certain Events of Default exist under the Loan Agreement as a result of failing to comply with Section 7.3 of the Loan Agreement for the calendar quarters ending December 31, 2008 and March 31, 2009. Such Events of Default are referred to herein as the “ Existing Defaults ”.

          C. Borrowers have requested and Bank has agreed to (i) waive the Existing Defaults and (ii) amend certain terms of the Loan Agreement, subject to the terms, conditions and provisions of this Amendment.

          NOW, THEREFORE, with the foregoing Background hereinafter deemed incorporated by this reference, the parties hereto, intending to be legally bound, promise and agree as follows:

      1. AMENDMENTS TO LOAN AGREEMENT

     Upon the effectiveness of this Amendment, the Loan Agreement is amended as follows:

          1.1 Definitions . The following definitions in Section 1.1 of the Loan Agreement are amended and restated as follows:

“ Applicable Margin ” means (a) prior to the Applicable Margin Adjustment Date (A) for any Prime Rate Loan, 1.25% and (B) for any LIBOR Loan, 2.75% and (b) on the Applicable Margin Adjustment Date and thereafter, the per annum rate of interest as determined pursuant to Section 2.2.5 hereof.

“ Borrowing Base ” means, on any date of determination thereof, an amount equal to:

     (i) the sum of (a) 85% of the total amount of Eligible Accounts plus (b) the lesser of (i) 85% of the total amount of Eligible Government Accounts and (ii) $500,000; provided that, such percentages shall be reduced on a point-for-point basis to the extent ERC US’s Dilution Rate exceeds 5.0%, plus

     (ii) 70% of the total amount of Eligible Special Accounts; provided that, the percentage shall be reduced on a point-for-point basis to the extent ERC US’s Dilution Rate exceeds 20%, plus

     (iii) the lesser of (a) the Inventory Sublimit and (b) the sum of (i) the lesser of (A) 85% of the NOLV of Eligible Inventory and (B) (x) during each period commencing on February 1 and continuing through August 31 of each calendar year, 60% and (y) during each period commencing on September 1 and continuing through January 31 of each calendar year, 55% of the total amount of Eligible Inventory, plus (ii) the lesser of (A) 85% of the NOLV of Eligible In-Transit Inventory, and (B) (x) during each period commencing on February 1 and continuing through August 31 of each calendar year, 60% and (y) during each period commencing on September 1 and continuing through January 31 of each calendar year, 55% of the total amount of Eligible In-Transit Inventory and (C) $18,000,000, plus (iii) the lesser of (A) 85% of the NOLV of Eligible Licensed Inventory, and (B) (x) during each period commencing on February 1 and continuing through August 31 of each calendar year, 60% and (y) during each period commencing on September 1 and continuing through January 31 of each calendar year, 55% of the total amount of Eligible Licensed Inventory and (C) (x) $3,000,0000 through and including December 31, 2009, (y) $2,000,000 commencing January 1, 2010 through and including December 31, 2010 and $0 at all time thereafter, plus (iv) the lesser of (A) 85% of the NOLV of Eligible LC Inventory, and (B) (x) during each period commencing on February 1 and continuing through August 31 of each calendar year, 60% and (y) during each period commencing on September 1 and continuing through January 31 of each calendar year, 55% of the total amount of Eligible LC Inventory, plus

     (iv) 100% of the cash proceeds received by ER Hong Kong in connection with the Subsidiary Sale and which proceeds are maintained at all times by ER Hong Kong in a Deposit Account at Bank pursuant to Section 5.15(a) hereof, plus

     (v) 100% of cash of Borrowers maintained in Deposit Account #2000018631676 and #2000030536885 with Bank (and such other Deposit Accounts agreed to by Borrowers and Bank); minus

     (vi) $3,000,000; minus

     (vii) any Reserves.

“ Borrowing Base Certificate ” means Borrowing Base Certificate in the form attached hereto as Exhibit 5.6(a) (a “ Borrowing Base Certificate ”), and to which Borrowers shall attach the following, which shall be certified by the chief financial officer, controller or president of Borrower Agent to be accurate and complete and in compliance with the terms of the Loan Documents: (i) a report listing all Accounts of Borrowers as of the last day of the prior calendar month or calendar week if Borrowers are required to provide such Borrowing Base Certificate more frequently than monthly (an “ Accounts Receivable Report ”) which shall include the amount and age of each Account on a due date aging basis, a detailing of all Accounts which do not constitute Eligible Accounts, Eligible Government Accounts or Eligible Special Accounts and such other information as Bank may require in order to verify the Eligible Accounts, Eligible Government Accounts and Eligible Special Accounts, all in reasonable detail and in form acceptable to Bank, (ii) a detailed summary report listing all Inventory, all Eligible Inventory, all Eligible In-Transit Inventory, Eligible LC Inventory and all Eligible Licensed Inventory of Borrowers by location as of the last day of the prior calendar month or calendar week if Borrowers are required to provide such Borrowing Base Certificate more frequently than monthly, the cost thereof and all Inventory which has not been timely sold by Borrowers in the ordinary course of business, and such other information as Bank may require relating thereto, all in form acceptable to Bank (an “ Inventory Report ”), (iii) a listing of all accounts payable of ERC US and MI, (iv) a listing of the amount of royalty payments owing to each licensor with respect to Inventory subject to a License Agreements sold by US Borrowers and which would be owing to each licensor with respect to Inventory subject to a License Agreement (including Eligible Licensed Inventory) and (v) any other report as Bank may from time to time require in its reasonable discretion, each prepared with respect to such periods and with respect to such information and reporting as Bank may require

“ Excess Availability ” means at a particular date, an amount equal to (a) the lesser of (i) the Revolver Commitment or (ii) the Borrowing Base (without deducting the amount set forth in clause (vi) thereof), minus (b) the sum of (i) the outstanding amount of Loans plus (ii) Letter of Credit Obligations, plus (iii) all amounts due and owing to Borrowers’ trade creditors which are outstanding beyond normal trade terms except for those Properly Contested, plus (iv) fees and expenses for which Borrowers are liable under this Agreement but which have not been paid, plus (v) all taxes due and owing to any federal, state or local governmental body except for those Properly Contested.

          1.2 New Definitions . The following new definitions are hereby added to Section 1.1 of the Loan Agreement:

“ Applicable Margin Adjustment Date ” means the later of (i) December 31, 2009 or (ii) the first day of the calendar month of the required delivery date for the financial statements delivered to Bank pursuant to Section 5.6(b) (other than with respect to the calendar month ending December 31, 2009) or Section 5.6(c)(ii) which evidences that Borrowers maintained a Fixed Charge Coverage Ratio of not less than 1.00 to 1.00 for a period of four (4) consecutive, trailing calendar quarters.

“ Eligible LC Inventory ” means all finished goods Inventory otherwise constituting Eligible Inventory which is supported by a Purchase Order Supported Letter of Credit. For the avoidance of doubt, Eligible LC Inventory shall not be considered Eligible Inventory.

“ Inventory Loan Reliance ” means the positive difference, if any, between (a) the outstanding principal balance of Obligations and the face amount of all outstanding Letters of Credit and (b) the Borrowing Base (without including the amount determined pursuant to clause (iii) thereof) (as determined by Bank and whose determination shall be final and binding absent manifest error).

“ Inventory Loan Reliance Percentage ” means (a) the Inventory Loan Reliance divided by (b) the outstanding principal balance of Obligations and the face amount of all outstanding Letters of Credit (as determined by Bank and whose determination shall be final and binding absent manifest error).

“ Purchase Order Supported Letters of Credit ” means a documentary Letter of Credit issued by Bank supported by a confirmed purchase order for Eligible Inventory from a customer of a Borrower (confirmed in a manner acceptable to Bank in its sole discretion) which will be paid by a letter of credit in form and substance, and issued by a financial institution, acceptable to Bank in its sole discretion.

          1.3 Adjustment of Interest Rate . Section 2.2.5 of the Loan Agreement is amended and restated in its entirety and shall read as follows:

2.2.5 Adjustment of Interest Rate . Commencing on the Applicable Margin Adjustment Date (based upon prior calendar quarter’s average Excess Availability (as determined by Bank whose determination shall be final and binding absent manifest error)) and

thereafter on the first day of each succeeding Interest Adjustment Period, the interest rate for all Loans for each applicable Interest Adjustment Period shall be determined based upon the prior calendar quarter’s average Excess Availability (as determined by Bank whose determination shall be final and binding absent manifest error), in accordance with the following matrix:

For purposes of the foregoing no downward rate adjustment shall occur if an Event of Default has occurred and is continuing on the applicable Interest Adjustment Date, such adjustment to take effect only upon the cure or waiver in writing (if any) of such Event of Default. In addition to the foregoing and in addition to Bank’s other rights and remedies hereunder, if during an Interest Adjustment Period it is determined that an Event of Default exists upon Bank’s receipt of Borrowers’ quarterly financial statements and compliance certificate for such fiscal quarter, then the interest rate for all Loans shall be retroactively reset as of the first day of such Interest Adjustment Period to the interest rate as of the last day of the immediately preceding Interest Adjustment Period (if such interest rate was higher).

          1.4 Letters of Credit . Clause (i) of Section 2.10.1 of the Loan Agreement is amended and restated in its entirety and shall read as follows:

(i) the aggregate face amount of Letters of Credit issued by Bank which are outstanding at any one time shall not exceed $36,000,000 and of such amount the aggregate face amount of Purchase Order Supported Letters of Credit issued by Bank which are outstanding at any one time shall not exceed $10,000,000;

          1.5 Purchase Order Supported Letters of Credit . The following new Section 2.10.3 is hereby added to the Loan Agreement:

2.10.3 Purchase Order Supported Letters of Credit . In addition to the other requirements and conditions contained herein, as a condition to Bank’s obligation to issue a Purchase Order Supported Letters of Credit, Borrowers shall deliver to Bank the following (each in form and substance satisfactory to Bank): (a) the reference

number of the letter of credit supporting the confirmed purchase order in the application for the Letter of Credit; (b) a copy of the confirmed purchase order and letter of credit supporting the purchase order which letter of credit shall include the following: “Issuer acknowledges and consents to the security interest of Wachovia Bank, National Association (and its successors and assigns) (“Wachovia”) in and to the proceeds of this letter of credit, and agrees to pay the proceeds hereof to Wachovia upon receipt of written instructions of Wachovia, without the consent of beneficiary”, and (c) the letter of credit supporting the confirmed purchase order shall be advised to a Borrower through Wachovia Bank, National Association and payable to a Borrower to Borrowers’ collateral account number 2000018631676 at Bank.

          1.6 Commitment Fee . Section 2.11.2 of the Loan Agreement is amended and restated in its entirety and shall read as follows:

2.11.2 Commitment Fee . Borrowers shall pay to Bank a Revolver Commitment fee for each day equal to the product of (i) 0.375% on a per annum basis multiplied by (ii) the difference between (A) the then existing Revolver Commitment and (B) the aggregate outstanding amount of the Revolver Loans and Letter of Credit Obligations on such day, payable monthly on the first day of each month with respect to the immediately preceding month.

          1.7 Letter of Credit Fees . Section 2.11.3 of the Loan Agreement is amended and restated in its entirety and shall read as follows:

2.11.3 Letter of Credit Fees . Borrowers shall pay to Bank, at such times as Bank shall require, Bank’s normal scheduled fees and charges in connection with Letters of Credit, as in effect from time to time, and (a) with respect to standby Letters of Credit, at the time of issuance and renewal of each such Letter of Credit, a fee equal to the Applicable Margin for LIBOR Loans on a per annum basis on the face amount of the Letter of Credit for the period of time the Letter of Credit will be outstanding; (b) with respect to documentary Letters of Credit (other than Purchase Order Supported Letters of Credit), monthly in arrears on the first day of each calendar month, a fee equal to the Applicable Margin for LIBOR Loans minus 0.75% multiplied by the average daily maximum face amount of all outstanding documentary Letters of Credit computed at a per annum rate for each day; and (c) with respect to Purchase Order Supported Letters of Credit, monthly in arrears on the first day of each calendar month, a fee equal to the Applicable Margin for LIBOR Loans minus 1.25% multiplied by the average daily maximum face amount of all outstanding documentary Letters of Credit computed at a per annum rate for each day.

          1.8 Inspection of Books and Records and Field Examinations . Section 5.5 of the Loan Agreement is amended and restated in its entirety and shall read as follows:

5.5 Inspection of Books and Record