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                                                                    EXHIBIT 4.20

THIS ESCROW AGREEMENT (this "AGREEMENT") is made on August 18, 2004

BY AND AMONG

1. NAM TAI ELECTRONICS INC., a company incorporated in the British Virgin
Islands with its registered office at McW. Todman & Co., McNamara Chambers, P.O.
Box 3342, Road Town, Tortola, British Virgin Islands ("NAM TAI");

2. WELCOME SUCCESS TECHNOLOGY LIMITED, a company duly incorporated in the
British Virgin Islands, with its registered office at Trident Trust Company
(B.V.I.) Ltd., Trident Chambers, P.O. Box 146, Road Town, Tortola, British
Virgin Islands. ("WELCOME SUCCESS")

3. REMOTE REWARD SAS, a French Societe par Actions simplifiee with its
registered office at 4 ter rue de l'ouest, 92100 Boulogne (the "RR");

4. JOHNSON STOKES & MASTER, 16th - 19th Floors, Prince's Building, 10 Chater
Road, Central Hong Kong (the "ESCROW AGENT");

5. ANDRE JOLIVET, of a French National born on July 4, 1962, in Quimper, France,
residing at 47 rue Henri Tariel, 92130 Issy les Moulineaux, France. (the
"DIRECTOR"); and

6. ALAIN JOLIVET, the director General of Stepmind, a French National born on
April 14, 1949, in Plogastel Saint-Germain, France, residing at rue de General
Gouraud, 92190 Meudon, France (the "DIRECTOR GENERAL").

WHEREAS

(A) Nam Tai and RR are, together with the Director, the Director General and AGF
Innovation 3, AGF Innovation 4, AGF Innovation 5 (together "AGF PE"), and Mighty
Wealth Group Limited ("MWGL"), parties to the Amended and Restated Investment
Agreement relating to Stepmind and dated 22 March 2004 (the "INVESTMENT
AGREEMENT"). Nam Tai have agreed to proceed with their subscription for 647,874
ABSA Shares 2, consisting of 647,874 class B shares in the capital of Stepmind,
with one Warrant (as defined in Article 2.4 of the Investment Agreement)
attached to each such class B share (the "SHARES") on the condition that Remote
Reward will purchase Nam Tai and Welcome Success' entire share holding
(including all warrants) in Stepmind.

(B) Nam Tai and Welcome Success agree to deposit with the Escrow Agent (i) a
subscription form (bulletin de souscription) in the form as provided by the
Investment Agreement, duly signed by Nam Tai and dated as of August 16, 2004
whereby it agrees to subscribe for the Shares (the "SUBSCRIPTION FORM") and (ii)
share transfer orders (ordres de mouvement) (the "SHARE TRANSFER FORMS"), in the
forms attached hereto, duly executed by Nam Tai and Welcome Success and dated as
of August 17, 2004, whereby each transfers to RR all of the shares and warrants
of Stepmind respectively held by them immediately following the subscription for
the Shares, namely 809,846 ABSA Shares 1, consisting of 809,846 class B shares
in the capital of Stepmind, with one anti-dilution warrant and one BSA1 warrant
attached to each such class B share (all currently held by Welcome Success) and
the Shares (the "TRANSFERRING SHARES") and (iii) a letter, signed by Welcome
Success and Mr. Jackie Wah pursuant to which Welcome Success, whose permanent
representative is Mr. Wah, resigns as a member of the board of

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directors of Stepmind as of August 17, 2004 (the "RESIGNATION LETTER", and
together with the Subscription Forms and Transfer Forms, the "ESCROW DOCUMENTS")

(C) RR has agreed to deposit a sum of Euro 4,253,301.98 (the "PAYMENT AMOUNT"),
which represents the purchase price payable by RR for the purchase of the
Transferring Shares from Nam Tai and Welcome Success, with the Escrow Agent,
within three calendar days of the execution of this Agreement, which shall be
released by the Escrow Agent in accordance with the terms of this Agreement.

(D) RR shall be responsible for procuring all necessary consents and waivers of
pre-emption rights, for the transfer of the Transferring Shares, whether
required pursuant to Stepmind's Articles of Association, the Shareholders'
agreement entered into in respect of Stepmind on November 28, December 9 and 10,
2003, and as subsequently amended on 22 March 2004 ("SHAREHOLDERS' AGREEMENT")
or otherwise.

(E) RR have agreed to procure that the directors nominated by them to the board
of Stepmind shall, and the Director and the Director General have agreed that
they shall, vote against the Third Capital Increase.

NOW IT IS WITNESSED as follows:

1.    DEFINITIONS

      Unless the context otherwise requires or if otherwise defined in this
      Agreement, capitalised terms used in this Agreement shall have the
      meanings attributed to them in the Investment Agreement.

2.    DEPOSIT OF SUBSCRIPTION AGREEMENT

      Simultaneously with the execution and delivery of this Agreement, Nam Tai
      and Welcome Success shall deliver the Escrow Documents, all duly executed
      and dated as provided in the recitals above, to the Escrow Agent.

3.    PAYMENT OF THE PAYMENT AMOUNT AND RELEASE OF THE ESCROW DOCUMENTS

3.1   As soon as possible following the execution of this Agreement, and in any
      event within three (3) calendar days of its execution, RR shall remit by
      telegraphic transfer in immediately available funds, the Payment Amount to
      the Escrow Agent, to the following account (which shall not be interest
      bearing) (the "NOMINATED ACCOUNT"):

      Bank Name   : The Hongkong & Shanghai Banking Corporation Limited ("HSBC")
      Bank Address: 1 Queen's Road Central, Hong Kong
      A/C Name    : Johnson Stokes & Master

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      A/C Number  : 004-002-226173-220
      SWIFT       : HSBCHK HHHKH
      Reference   : MSR/67152882
      Beneficiary : Remote Reward SAS

      In the event that the Payment Amount has not been received by the Escrow
      Agent prior to 17:00 hrs on the third calendar day following the execution
      of this Agreement, Nam Tai shall be entitled to terminate this Agreement
      with effect from such date, by giving written notice to each of the
      parties. Upon such termination, the Escrow Documents shall themselves
      terminate and shall be deemed to cease to have effect, and the Escrow
      Agent shall return the Escrow Documents to Nam Tai at such address as it
      notifies in writing to the Escrow Agent.

3.2   The Escrow Agent shall regularly inquire to HSBC as to whether the Payment
      Amount has been credited to the Nominated Account. As soon as reasonably
      practicable after the Escrow Agent learns, to its reasonable satisfaction,
      that the Payment Amount has been credited to the Nominated Account, but in
      no event later than four hours thereafter, the Escrow Agent shall release
      to RR the Escrow Documents by hand delivery of the originals to Mr.
      Philippe Rechsteiner, the authorised representative of RR, at the offices
      of the Escrow Agent or if requested in writing by Mr. Rechsteiner (or if
      Mr. Rechsteiner is not present at the offices of the Escrow Agent at such
      time, to his counsel Mr. Greg Liu at the Hong Kong offices of Paul Weiss
      Rifkind Wharton & Garrison. As soon as reasonably practicable following
      the release of the Escrow Documents to RR, the Escrow Agent shall remit to
      Nam Tai the Payment Amount, by transferring it to the following account:

      Bank Name   : The Hongkong and Shanghai Banking Corporation Limited
                    (Macau Office)
      Bank Address: 639 Avenida da Praia Grande, Macau
      A/C Number  : 001-046507-151
      Beneficiary : Nam Tai Electronics, Inc.

3.3   As soon as reasonably practicable following the release of the Escrow
      Documents to RR as described in Clause 3.2 above, RR shall procure the
      receipt of the consent of MWGL and AGF PE (or alternatively the waiver of
      their pre-emption rights) to the transfer of the Transferring Shares
      pursuant to the Shareholders' Agreement, as well as any consent to the
      transfer of the Transferring Shares that may be required pursuant to the
      articles of association of Stepmind or as may be required pursuant to any
      other relevant document or provision.

3.4   Furthermore, RR agrees to comply with the provisions of Section 4.2 of the
      Shareholders' Agreement, and shall comply with, and perform Nam Tai and
      Welcome Success's obligations as a "Transferor" pursuant to Section 4.2 of
      the Shareholders' Agreement, including, but not limited to, selling the
      "Transferred Shares" to such other shareholders in Stepmind that wish to
      exercise their pre-emption rights pursuant to Section 4.2.

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3.5   In addition RR shall, if it is lawfully required to do so, comply with its
      and Nam Tai and Welcome Success's obligations pursuant to Section 4.4 of
      the Shareholders' Agreement and RR hereby undertakes to purchase any
      shares or warrants of Stepmind that it is lawfully required to purchase
      pursuant to the provisions of Section 4.4 of the Shareholders' Agreement.

3.6   If either Nam Tai or RR (the "PAYEE") produces a judgment of a court of
      competent jurisdiction to the effect that the Payee is entitled to be paid
      the amount stated in such judgment from the Nominated Account, provided
      such judgment is not the subject of any appeal within fourteen (14) days
      thereof, the Escrow Agent shall pay or hold the amount stated in such
      judgment to or for the Payee or in the manner directed in the Payee's
      written instructions (provided such instructions are consistent with such
      judgment), on the fourteenth (14th) calendar day following receipt by the
      Escrow Agent of the relevant judgment.

3.7   The Director and the Director General hereby represent and undertake that
      they shall not exercise any right of pre-emption or tag along right, which
      they may be entitled to pursuant to Sections 4.2 and 4.4 of the
      Shareholders' Agreement.

4.    THE THIRD CAPITAL INCREASE

4.1   RR, the Director and Director General hereby agree that they shall vote
      against, or (in the case of RR) procure that the director appointed by it
      shall vote against, the Third Capital Increase at any meeting of the board
      of directors of Stepmind called to discuss the same, so that Nam Tai shall
      not be required to subscribe for any ABSA Shares 4 pursuant to Article 2.4
      of the Investment Agreement. In addition, RR, the Director and the
      Director General agree to use their best efforts to procure that the Third
      Capital Increase does not occur.

4.2   If, notwithstanding the provisions of Clause 4.1 above and 5.3 below, the
      Third Capital Increase is approved by the board of directors of Stepmind,
      RR agrees to assume responsibility for Nam Tai's proportionate share of
      the Third Capital Increase pursuant to Clause 2.4 of the Investors
      Agreement, together with Nam Tai's obligation to underwrite and subscribe
      for any part of the Third Capital Increase which any other Investor
      declines to subscribe for. In addition, RR hereby agrees to indemnify Nam
      Tai and Welcome Success against each and every claim, loss, liability and
      cost which they may suffer or incur and which arises in any way in
      relation to the Third Capital Increase.

5.    CONSEQUENCES OF EXIT OF NAM TAI AND WELCOME SUCCESS

5.1   Following the release of the Escrow Documents and the Payment Amount
      pursuant to Clause 3.2 above, the Director, the Director General, and RR
      hereby agree and acknowledge that Nam Tai and Welcome Success shall by
      virtue of the transfer of the Transferring Shares to RR, no longer be
      parties to the Shareholders' Agreement, and they shall be discharged of
      all their obligations under the Shareholders' Agreement and Investment
      Agreement (except for any confidentiality obligations set forth therein)
      and in

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      return, Nam Tai and Welcome Success renounce all rights that they may have
      under the Investment Agreement or the Shareholders' Agreement.

5.2   Each of Nam Tai and Welcome Success agree to, and to cause its
      representatives to, keep as confidential all information, including
      without limitation product information, technical information, market
      information and customer information, relating to Stepmind and its
      products, that it learned by virtue of its shareholding in and
      representation on the board of Stepmind. Nam Tai and Welcome Success
      acknowledge the importance to Stepmind of maintaining the confidentiality
      of all such information. This provision shall survive for a period of
      three (3) years.

5.3   In connection with the transactions and matters contemplated by this
      Agreement, and assuming the due execution by Nam Tai and Welcome Success
      of their obligations under this Agreement, in addition to the
      indemnification obligations set forth in Clauses 3.4 and 4.2 above, RR
      shall indemnify and hold harmless Nam Tai and Welcome Success against each
      and every claim, loss, liability and cost ("LIABILITY") which they may
      suffer or incur and which arises in any way pursuant to the transactions
      and matters contemplated by this Agreement , including:

      (a)   the settlement of any such Liability;

      (b)   the costs of any legal proceedings relating to such Liability; and

      (c)   the enforcement of any such settlement or legal proceedings.

5.4   Following the termination of this Agreement in accordance with Clause 7(a)
      below, RR, the Director and the Director General, undertake to Nam Tai and
      Welcome Success, and in return Nam Tai and Welcome Success undertake to
      RR, the Director and the Director General, that neither of them shall
      bring any claims against the other in relation to their investment in, or
      involvement with, Stepmind save and except as provided in this Agreement.

6.    THE ESCROW AGENT

6.1   In order to induce the Escrow Agent to act hereunder, RR and Nam Tai
      expressly acknowledge and agree that:

      (a)   this Agreement expressly sets forth all of the Escrow Agent's duties
            with respect to any and all matters pertinent hereto. No implied
            duties or obligations shall be read into this Agreement against the
            Escrow Agent and it shall not be bound by the provisions of any
            other agreement between the parties hereto (whether or not they have
            any knowledge thereof), except this Agreement;

      (b)   the Escrow Agent shall be entitled to rely upon any order, judgment,
            certification, demand, notice, instrument or other writing delivered
            to it hereunder without being required to determine the authenticity
            or the correctness of any fact stated therein or the propriety or
            validity or the service thereof. The Escrow Agent may act in
            reliance upon any instrument or signature believed by it to be
            genuine and

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            may assume that any person purporting to give notice or receipt or
            advance or make any statement or execute any document in connection
            with the provisions hereof has been duly authorized to do so; and

      (c)   they shall not bring any claim against the Escrow Agent in respect
            of any exercise of its powers or functions under this letter and
            they severally agrees to indemnify it and hold it harmless fully
            against all costs, claims, actions, damages, liabilities and losses
            whatsoever and howsoever arising in connection with it holding the
            Escrow Documents or the Payment Amount or acting pursuant to or as
            contemplated in this Agreement, save in the case of its willful
            default or dishonesty.

7.    TERMINATION OF ESCROW AGREEMENT

      Subject to the provisions of Clauses 4, 5, 7, 8 and 9, which shall
      continue in full force and effect, this Agreement shall terminate upon the
      earlier of:

      (a)   the release of the Escrow Documents and the Payment Amount pursuant
            to Clauses 3.2 and 3.3 above; or

      (b)   31 August 2004, if the Escrow Documents and the Payment Amount have
            not been released pursuant to Clauses 3.2 above, prior to such date,
            upon which date the Escrow Agent shall return (i) the Escrow
            Documents to Nam Tai and, (ii) upon notification in writing to the
            Escrow Agent from RR of the details of its nominated bank account,
            the Payment Amount to RR.

8.    FEES

      Each party shall be responsible for it own costs in connection with the
      execution of this Agreement and the matters contemplated by it, save and
      except that Nam Tai shall be responsible for the fees, costs, expenses and
      disbursements of the Escrow Agent.

9.    TERMS AND CONDITIONS

9.1   This Agreement shall be governed by the laws of the Hong Kong Special
      Administrative Region of the People's Republic of China ("HONG KONG"), and
      the parties submit to the non-exclusive jurisdiction of the courts of Hong
      Kong.

9.2   Except as otherwise permitted herein, this Agreement may be modified only
      by a written amendment signed by all the parties hereto, and no waiver of
      any provision hereof shall be effective unless expressed in writing signed
      by the party to be charged.

9.3   This Agreement shall constitute the entire agreement of the parties with
      respect to the subject matter and supersedes all prior oral or written
      agreements in regard thereto.

9.4   The provisions of this Section 9 shall survive termination of this
      Agreement and/or the resignation or removal of the Escrow Agent.

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9.5   This Agreement may be executed by each of the parties hereto in any number
      of counterparts, each of which counterpart, when so executed and
      delivered, shall be deemed to be an original and all such counterparts
      shall together constitute one and the same agreement.

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      IN WITNESS WHEREOF, each of the parties have caused this Agreement to be
executed as of the day and year first written above.

NAM TAI ELECTRONICS INC

By:__________________________
   Name:
   Title:

WELCOME SUCCESS TECHNOLOGY LIMITED

By:__________________________
   Name:
   Title

REMOTE REWARD SAS

By:__________________________
   Name:
   Title:

JOHNSON STOKES & MASTER

By:__________________________
   Name:
   Title:

_____________________________
ANDRE JOLIVET

____________________________
ALAIN JOLIVET