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<SEC-DOCUMENT>0001116502-03-000953.txt : 20030522
<SEC-HEADER>0001116502-03-000953.hdr.sgml : 20030522
<ACCEPTANCE-DATETIME>20030522134254
ACCESSION NUMBER:		0001116502-03-000953
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20030512
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030522

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SINGING MACHINE CO INC
		CENTRAL INDEX KEY:			0000923601
		STANDARD INDUSTRIAL CLASSIFICATION:	PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652]
		IRS NUMBER:				953795478
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24968
		FILM NUMBER:		03715980

	BUSINESS ADDRESS:	
		STREET 1:		6601 LYONS ROAD
		STREET 2:		BLDG A-7
		CITY:			COCONUT CREEK
		STATE:			FL
		ZIP:			33073
		BUSINESS PHONE:		9545961000

	MAIL ADDRESS:	
		STREET 1:		6601 LYONS ROAD BLDG
		CITY:			COCONUT CREEK
		STATE:			FL
		ZIP:			33073
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>singingmachine-8k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            -------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): May 12, 2003


                        THE SINGING MACHINE COMPANY, INC.
 -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
 -------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

             0-24968                                 95-3795478
             -------                                 ----------
       (Commission File Number)           (IRS Employer Identification No.)


                           6601 Lyons Road, Bldg. A-7
                             Coconut Creek, FL 33073
 -------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (954) 596-1000
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Change Since Last Report)



<PAGE>


ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

CREDIT AGREEMENT WITH LASALLE

         On February 20, 2003, The Singing Machine Company, Inc. (the "Company")
entered into a seventh amendment to the Loan and Security Agreement with LaSalle
Business Credit, LLC ("LaSalle") dated April 26, 2001(the "Credit Agreement") in
which it amended the formula for determining the Company's borrowing base. On
March 14, 2003, the Company received a letter ("Letter") from LaSalle informing
the Company that it was in default of the minimum tangible net worth
requirement, set forth in subparagraph 11(o) of the Credit Agreement. In this
Letter, LaSalle informed the Company that as a result of this event of default,
it could accelerate payment of all amounts that had been advanced to the Company
under the Credit Agreement. The Company acknowledged receipt of this Letter and
since March 14, 2003, the Company has been accruing interest at the default rate
of 6.75%, which is the prime rate plus 2.5%. On March 18, 25 and 28, 2003, the
Company entered into three other amendments to the Credit Facility, two of which
reduced the Company's borrowing base and one amendment restated the Company's
business and collateral locations. Copies of these amendments and Letter have
been attached hereto as Exhibits 10.1 through 10.5.

CORRECTION OF PRESS RELEASE

         On May 12, 2003, the Company issued a press release in which it stated
that it had achieved $100 million in sales milestone for the first time in its
history. A copy of this press release is attached as Exhibit 99.1. However, the
Company's auditors have not completed their audit of the Company's financial
statements for the fiscal year ended March 31, 2003 so at this time, the Company
can not confirm sales for fiscal 2003. The Company, therefore, wishes to qualify
the statement that it achieved the $100 million sales milestone. The Company
will have record sales for fiscal 2003. The exact dollar amount will be reported
in June 2003.

                                       2

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits.

         10.1     Seventh Amendment dated February 20, 2003 to the Loan and
                  Security Agreement dated April 26, 2001 by and between LaSalle
                  Business Credit, LLC. and The Singing Machine Company, Inc.

         10.2     Letter dated March 14, 2003 from LaSalle Business Credit, LLC
                  to The Singing Machine Company, Inc.

         10.3     Eight Amendment dated March 18, 2003 to the Loan and Security
                  Agreement dated April 26, 2001 by and between LaSalle Business
                  Credit, LLC. and The Singing Machine Company, Inc.

         10.4     Ninth Amendment dated March 25, 2003 to the Loan and Security
                  Agreement dated April 26, 2001 by and between LaSalle Business
                  Credit, LLC and The Singing Machine Company, Inc.

         10.5     Tenth Amendment dated March 28, 2003 to the Loan and Security
                  Agreement dated April 26, 2001 by and between LaSalle Business
                  Credit, LLC. and The Singing Machine Company, Inc.

         99.1     Press Release dated May 12, 2003 regarding strengthening and
                  expanding its sales and marketing team.

                                       3

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.

                        THE SINGING MACHINE COMPANY, INC.

Date:May 21, 2003                           By:  /s/ April Green
                                                 -----------------------
                                                 April Green
                                                 Chief Financial Officer



<PAGE>

                                  EXHIBIT INDEX


Exhibit No.                         Description


10.1     Seventh Amendment dated February 20, 2003 to the Loan and Security
         Agreement dated April 26, 2001 by and between LaSalle Business Credit,
         LLC. and The Singing Machine Company, Inc.

10.2     Letter dated March 14, 2003 from LaSalle Business Credit, LLC to
         The Singing Machine Company, Inc.

10.3     Eight Amendment dated March 18, 2003 to the Loan and Security Agreement
         dated April 26, 2001 by and between LaSalle Business Credit, LLC and
         The Singing Machine Company, Inc.,

10.4     Ninth Amendment dated March 25, 2003 to the Loan and Security Agreement
         dated April 26, 2001 by and between LaSalle Business Credit, LLC and
         The Singing Machine Company, Inc.

10.5     Tenth Amendment dated March 28, 2003 to the Loan and Security Agreement
         dated April 26, 2001 by and between LaSalle Business Credit, LLC and
         The Singing Machine Company, Inc.

99.1     Press Release dated May 12, 2003 regarding the expansion of the
         Company's sales and marketing team.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>seventhamendment.txt
<DESCRIPTION>SEVENTH AMENDMENT
<TEXT>
                                                                    Exhibit 10.1


LaSalle Business Credit, Inc.                             Member ABN AMRO Group

135 South LaSalle Street
Suite 425
Chicago, Illinois  60603
(312) 904-8490                                FEBRUARY 20, 2003


The Singing Machine Company, Inc.
6601 Lyons Road
Suite A-7
Coconut Creek, Florida  33073

           Re:  Seventh Amendment

Gentlemen:

         The Singing Machine Company, Inc., a Delaware corporation ("Borrower")
and LaSalle Business Credit, LLC, a Delaware limited liability company,
successor by merger to LaSalle Business Credit, Inc., a Delaware corporation
(""Lender") have entered into that certain Loan and Security Agreement dated
April 26, 2001 (the "Security "Agreement"). From time to time thereafter,
Borrower and Bank may have executed various amendments (each an "Amendment" and
collectively the "Amendments") to the Security Agreement (the Security Agreement
and the Amendments hereinafter are referred to, collectively, as the
"Agreement"). Borrower and Lender now desire to further amend the Agreement as
provided herein, subject to the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         1. The Agreement hereby is amended as follows:

         (a) Paragraph (1) of Exhibit A of the Agreement is deleted in its
entirety and the following is substituted in its place:

                  (1)      LOANS: Subject to the terms and conditions of the
                           Agreement and the Other Agreements, Lender shall,
                           absent the occurrence of an Event of Default, advance
                           an amount up to the sum of the following sublimits
                           (the "Loan Limit"):

                           (a)      Up to seventy percent (70%), or such lesser
                                    percentage as determined by Lender in its
                                    sole discretion exercised in good faith, of
                                    the face (less maximum discounts, credits
                                    and allowances which may be taken

<PAGE>

LaSalle Business Credit, Inc.                             Member ABN AMRO Group


The Singing Machine Company, Inc.
February 20, 2003
Page 2


                                    by or granted to Account Debtors in
                                    connection therewith in the ordinary course
                                    of Borrower's business) of Borrower's
                                    Eligible Accounts; plus

                           (b)      Subject to subparagraph (3)(a) of this
                                    Exhibit A, the lesser of: up to ten percent
                                    (10%), or such Lesser percentage as
                                    determined by Lender in its sole discretion
                                    exercised in good faith, of the lower of the
                                    cost or market value of Borrower's Eligible
                                    Inventory or Two Million and No/100 Dollars
                                    ($2,000,000.00) during the period of
                                    February 11, 2003, said sublimit shall
                                    reduce to Zero and No/100 Dollars ($0.00),
                                    and during which time said advance rate
                                    shall reduce to zero percent (0%); plus

                           (c)      "Intentionally Omitted"; minus

                           (d)      Such reserves as Lender elects, in its sole
                                    discretion exercised in good faith, to
                                    establish from time to time, including
                                    without limitation, (i) a seasonal dilution
                                    reserve in the amount of One Million and
                                    No/100 Dollars ($1,000,000.00) against
                                    Borrower's "Eligible Accounts" during the
                                    periods of October 1, 2002 until March 15,
                                    2003 and October 1st of each subsequent
                                    calendar year until the "Clean Up Period"
                                    (as defined below), and (ii) to the extent
                                    that the ration of Free on Board sales to
                                    domestic sales increases, Lender in its sole
                                    discretion may create a reserve to account
                                    for the additional dilution;

                                    provided, that the Loan Limit shall in no
                                    event exceed (i) Twenty-Five Million and
                                    No/100 Dollars ($25,000,000.00) during teh
                                    period of August 1st through December 15th
                                    of each calendar year; (ii) Twenty Million
                                    and No/100 Dollars ($20,000,000.00) during
                                    the period of December 16th through

<PAGE>

LaSalle Business Credit, Inc.                              Member ABN AMRO Group


The Singing Machine Company, Inc.
February 20, 2003
Page 3

                                    December 31st of each calendar year; and
                                    (iii) Ten Million and No/100 Dollars
                                    ($10,000,000.00) during the period of
                                    January 1st through July 31st of each
                                    calendar year; and (iv) zero ($0) during any
                                    consecutive ninety (90) day period between
                                    December 15th of each year through April
                                    30th of each following year (the "Clean Up
                                    Period") as determined by Borrower (the
                                    "Maximum Loan Limit"), except as such amount
                                    may be increased or, following the
                                    occurrence of an Event of Default, decreased
                                    by Lender, in its sole discretion, exercised
                                    in good faith, from time to time.

         (b) Paragraph (5)(c) of Exhibit A of the Agreement is deleted in its
entirety and the following is substituted in its place:

                           (c)      One-Time Amendment Fees: Borrower shall pay
                                    to Bank a one-time amendment fee of Five
                                    Thousand and No/100 Dollars ($5,000.00),
                                    which fee shall be deemed fully earned on
                                    the date of this Amendment and payable on
                                    February 28, 2003.

         (c) Paragraph (6) of Exhibit A of the Agreement is amended to add the
following provision:

                           (6).(1)  CHANGE OF LENDER'S NAME: All references to
                                    LaSalle Business Credit, Inc.

<PAGE>

LaSalle Business Credit, Inc.                              Member ABN AMRO Group


The Singing Machine Company, Inc.
February 20, 2003
Page 4

                                    contained in this Agreement and the Other
                                    Agreements are hereby deemed to read
                                    "LaSalle Business Credit, LLC".

         2. This Amendment shall not become effective until fully executed by
all parties hereto.

         3. Except as expressly amended hereby and by any other supplemental
documents or instruments executed by either party hereto in order to effectuate
the transactions contemplated hereby, the Agreement and Exhibit A thereto hereby
are ratified and confirmed by the parties hereto and remain in full force and
effect in accordance with the terms thereof.

                                                LASALLE BUSINESS CREDIT, LLC, A
                                                DELAWARE LIMITED LIABILITY
                                                COMPANY, SUCCESSOR BY MERGER
                                                TO LASALLE BUSINESS CREDIT, INC.

                                                By   /s/ Casey Orlowski
                                                   ----------------------------
                                                Title    Vice President
                                                     --------------------------


ACKNOWLEDGED AND AGREED TO
this 20th day of February, 2003.

The Singing Machine Company, Inc.


By /s/ John F. Klecha
- -----------------------
John F. Klecha

Title  President/Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>loans-march14.txt
<DESCRIPTION>LASALLE LOANS - MARCH 14, 2003
<TEXT>
                                                                    Exhibit 10.2

LASALLE BUSINESS CREDIT, LLC
                                                               Member ABN AMIRO


135 South LaSalle Street
Suite 425                                           March 14, 2003
Chicago, Illinois 60603
(312) 904-8490

VIA FEDERAL EXPRESS &
- ---------------------
CERTIFIED MAIL
- --------------
RETURN RECEIPT REQUESTED
- ------------------------

The Singing Machine Company, Inc.
6601 Lyons Road
Suite A-7
Coconut Creek, Florida 33473

           Re: LOANS BY LASALLE BUSINESS CREDIT, LLC


Dear Sirs:

         This letter shall serve as notice that THE SINGING MACHINE COMPANY,
INC. ("Borrower") is and remains in default (the "Default"), under that
certain Loan and Security Agreement dated April 26, 2001, as amended, amended
and restated or otherwise modified from time to time (the "Agreement"), by
and between Borrower and LaSalle Business Credit, LLC, a Delaware limited
liability company, ("Lender"), as a result of Borrower's breach of the
requirement in subparagraph 11(o) of the Agreement that Borrower maintain a
certain Minimum Tangible Net Worth. Each term set out herein and not otherwise
defined shall have the meaning ascribed to such term in the Agreement.

         The terms of the Agreement provide that Lender may, as a result of any
Event of Default, including the Default, accelerate the payment of all
Liabilities. Borrower acknowledges the existence of the Default.

         Borrower hereby (a) ratifies and affirms its obligations under the
Agreement; (b) denies and waives the existence of any defenses relating to its
obligations under the Agreement; and (c) waives and releases any claims or
causes or action against Lender which may now or hereafter be available to it
arising out of (i) the administration of the Agreement or the Other
Agreements, (ii) the negotiation and execution of this letter, or (iii) any
other matter pertaining to the Agreement or the Other Agreements.

         By this letter Lender does not waive the Default, nor any previous
Events of Default about which you have been notified. This letter is being
written with Lender reserving all of its rights to exercise any and all of
Lender's remedies, as provided in the Agreement and in all the Other Agreements,
at such time and in such manner as provided therein. Nothing herein shall be
construed or interpreted as being a waiver of any of Lender's rights or
remedies {as provided to Lender under the terms of


<PAGE>

LASALLE BUSINESS CREDIT, LLC
                                                               Member ABN AMIRO
THE SINGING MACHINE COMPANY, INC.
MARCH 14, 2003
Page 2


the Other Agreements, the Uniform Commercial Code or otherwise), by virtue of
its forbearance or extension with respect thereto.

                                                       Very truly


                                                       By  /s/ Casey Orlowski
                                                          ----------------------

                                                       Its Vice President
                                                           ---------------------
Accepted and agreed to this
19th day of March, 2003

The Singing Machine Company, in


By: /s/ John F. Klecha
    --------------------------
        John F. Klecha

Its president


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>eighthamendment.txt
<DESCRIPTION>EIGHTH AMENDMENT
<TEXT>
                                                                    Exhibit 10.3

LASALLE BUSINESS CREDIT, LLC

                                                           MEMBER ABN AMRO GROUP


135 South LaSalle Street
Suite 425
Chicago, Illinois 60603
(312) 004-8490



The Singing Machine Company,
8601 Lyons Road
Suite A-7
Coconut Greek, Florida 33073


        Re: Eighth AMENDMENT

Gentlemen:

         THE SINGING MACHINE COMPANY, Inc., a Delaware corporation ("BORROWER")
AND LASALLE BUSINESS CREDIT, LLC, A DELAWARE LIMITED LIABILITY COMPANY
("LENDER") have entered into that certain Loan and Security Agreement dated
April 26, 2001 (the "Security Agreement"). From time to time thereafter,
Borrower and Bank may have executed various amendments (each an "AMENDMENT" and
collectively the "Amendments") to the Security Agreement (the Security Agreement
and the Amendments hereinafter are referred to, collectively, as the
"AGREEMENT"). Borrower and Lender now desire to further amend the Agreement as
provided herein, subject to the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         1. The Agreement hereby is amended as follows:

         (a) Paragraph (1) of Exhibit A of the Agreement is deleted in its
entirety and the following is substituted in its place:

                  (1)      LOANS: Subject to the terms and conditions of the
                           Agreement and the Other Agreements, Lender shall,
                           absent the occurrence of an Event of Default, advance
                           an amount up to the sum of the following sublimits
                           (the "LOAN LIMIT"):


                           (a)      Up to seventy percent (7Q%), or such lesser
                                    percentage as determined by Lender in its
                                    sole discretion exercised in good faith, of
                                    the face amount (less maximum discounts,
                                    credits and allowances which may be taken by
                                    or granted to Account Debtors in


<PAGE>





[GRAPHIC OMITTED][GRAPHIC OMITTED]


<PAGE>


LASALLE BUSINESS CREDIT, LLC                          MEMBER ABN AMRO GROUP

The SINGING MACHINE COMPANY, INC.
MARCH 18, 2003
PAGE 2


                                    connection therewith in the ordinary course
                                    of Borrower's business) of Borrower's
                                    Eligible Accounts; plus

                           (b)      Subject to subparagraph (3)(a) of this
                                    Exhibit A, the lesser of: up to ten percent
                                    (10%), or such lesser percentage as
                                    determined by Lender in its sole discretion
                                    exercised in good faith, of the lower of the
                                    cost or market value of Borrower's Eligible
                                    Inventory or Two Million and No/100 Dollars
                                    ($2,000,000.00) during the period of March
                                    15, 2003 through March 31, 2003; plus

                           (C)      "INTENTIONALLY OMITTED"; minus

                           (d)      Such reserves as Lender elects, in its sole
                                    discretion exercised in good faith, to
                                    establish from tine to time, including
                                    without limitation, (i) a seasonal dilution
                                    reserve in the amount of One Million and
                                    No/100 Dollars ($1,000,000.00) against
                                    Borrower's "Eligible Accounts" during the
                                    period of March 15, 2003 until March 31,
                                    2003, and (ii) to the extent that the ratio
                                    of Free on Board sales to domestic sales
                                    increases, Lender in its sole discretion may
                                    create a reserve to account for the
                                    additional dilution;

                                    provided, that the Loan Limit shall in no
                                    event exceed Ten Million and No/100 Dollars
                                    ($10,000,000.00) during the period of March
                                    15, 2003 through March 31, 2003, (the
                                    "Maximum Loan Limit"), except as such amount
                                    may be increased or, following the
                                    occurrence of an event of default, decreased
                                    by Lender, in its sole discretion, exercised
                                    in good faith, from time to time.

         (b) Paragraph (5)(c) of Exhibit A of the Agreement is deleted in its
entirety and the following is substituted in its place:

                           (c)      (Borrower shall pay to fee of Five Thousand


<PAGE>

LASALLE BUSINESS CREDIT, LLC                          MEMBER ABN AMRO GROUP

The SINGING MACHINE COMPANY, INC.
MARCH 18, 2003
PAGE 3



                                    and no/100 dollars ($6,000.00), which fee
                                    shall be deemed fully earned on the date of
                                    this amendment and payable on March 31,
                                    2003.

         2. This amendment shall not become effective until fully executed by
all parties hereto.

                   3. Except as expressly amended hereby and by any other
 supplemental documents or instruments executed by either party hereto in order
 to effectuate the transactions contemplated hereby, the agreement and Exhibit A
 thereto hereby are ratified and confirmed by the parties hereto and remain in
 full force and effect in accordance with the terms thereof.


                                           LASALLE BUSINESS CREDIT, LLC, A
                                           DELAWARE LIMITED LIABILITY COMPANY


                                           By   /s/ Casey Orlowski
                                              -------------------------------
                                           Title   Vice President
                                                -----------------------------

ACKNOWLEDGED AND AGREED TO THIS
18TH DAY OF MARCH, 2003.


THE SINGING MACHINE COMPANY, INC.


By /s/  John F. Klecha
   -------------------------
        John F. Klecha


Title  President/Secretary



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>ninthamendment.txt
<DESCRIPTION>NINTH AMENDMENT
<TEXT>
                                                                    Exhibit 10.4

LaSalle Business Credit, LLC                               Member ABN AMRO Group


135 South LaSalle Street
Suite 425
Chicago, Illinois  60603
(312) 904-8490

March 25, 2003


The Singing Machine Company, Inc.
6601 Lyons Road
Suite A-7
Coconut Creek, Florida  33073

           Re:  Ninth Amendment

Gentlemen:

         The Singing Machine Company, Inc., a Delaware corporation ("Borrower")
and LaSalle Business Credit, LLC, a Delware limited liability company
("Lender")have entered into that certain Loan and Security Agreement dated April
26, 2001 (the "Security Agreement"). From time to time thereafter, Borrower and
Bank may have executed various amendments (each an "Amendment" and collectively
the "Amendments") to the Security Agreement (the Security Agreement and the
Amendments hereinafter are referred to, collectively, as the "Agreement").
Borrower and Lender now desire to further amend the Agreement as provided
herein, subject to the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         1. The Agreement hereby is amended as follows:

         (a) Exhibit B to the Agreement is amended and restated as the Third
Amended and Restated Exhibit B as attached hereto and made a part hereof.

         2. This Amendment shall not become effective until fully executed by
all parties hereto.

         3. Except as expressly amended hereby and by any other supplemental
documents or instruments executed by either party hereto in order to effectuate
the transactions contemplated hereby, the Agreement and Exhibit A thereto hereby
are ratified and confirmed by the parties hereto and remain in full force and
effect in accordance with the terms thereof.

<PAGE>


LaSalle Business Credit, LLC                               Member ABN AMRO Group


The Singing Machine Company, Inc.
March 25, 2003
Page 2


                                             LASALLE BUSINESS CREDIT, LLC, A
                                             DELAWARE LIMITED LIABILITY COMAPANY

                                             By    /s/ Thomas Hirsh
                                                --------------------------------
                                                Title: 1st VP/Counsel

ACKNOWLEDGED AND AGREED TO
this 25th day of March, 2003.

The Singing Machine Company, Inc.

By /s/ John F. Klecha
- -----------------------
John F. Klecha

Title President/Secretary



THIRD AMENDED AND RESTATED
EXHIBIT B - BUSINESS AND COLLATERAL LOCATIONS
- ---------------------------------------------

         Attached to and made a part of that certain Loan and Security Agreement
as it may be amended in accordance with its terms from time to time, including
all exhibits attached thereto (the "Agreement") dated April 26, 2001 between THE
SINGING MACHNE COMPANY, INC. ("Borrower") and LASALLE BUSINESS CREDIT LLC, A
DELAWARE LIMITED LIABILITY COMPANY, SUCCESSOR BY MERGER TO LASALLE BUSINESS
CREDIT, INC. ("Lender").

A. Borrower's Business Locations (please indicate which location is the
principle place of business and at which locations originals and all copies of
Borrower's books, records and accounts are kept).

1.  6601 Lyons Road
    Suite A-7                  (including Suite A-6 and Suite A-8)
    Coconut Creek, Florida  33073
    (leased location/principal place of business)

B. Other locations of Collateral (including, without limiitation, warehouse
locations, processing locations, consignment locations) and all post office
boxes of Borrower. Please indicate the relationship of such location to Borrower
(i.e. public warehouse, processor, etc.).

1.  Mirror Tower                              2.  c/o El Mar Plastics
    61 Mody Road                                  840 Walnut Street
    Tsimshatsui East                              Carson City, California  90746
    Units 2 and 3 of the Lower One Floor          (public warehoue location)
    Kowloon, Hong Kong
    (bailed equipment location of subsidiary)

3.  c/o Hanmi Express Corp.                   4.  c/o Hanmi Express Corp.
    623 East Walnut Street                        969 East Sandhill
    Carson City, California  90746                Carson City, California  90746
    (public warehouse location)                   (public warehouse location)

5.  303 West Artesia Blvd.                    6.  1975 Charles Willard Street
    Compton, California  90220                    Los Angeles, California
    (leased location)                             (leased location)

7.  Ocean Centre
    5 Canton Rd, Suite 1210
    TST
    Hong Kong
    (lease office space)
<PAGE>


THIRD AMENDED AND RESTATED
EXHIBIT B - BUSINESS AND COLLATERAL LOCATIONS
- ---------------------------------------------
PAGE 2


C.  Bank Accounts of Borrower:

Bank (with address)              Account Number        Type of Account

1.  Republic Securities          0323002325            Operating I Account
    7400 West Camino Real Drive
    Boca Raton, FL  33433

2.  Republic Securities Bank     0323002323            Payroll Account
    7400 West Camino Real Drive
    Boca Raton, FL  33433






                                                    Borrower's Initials: /s/ JK
                                                                        --------
                                                    Officer's Initials: /s/ TH
                                                                        --------





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>tenthamendment.txt
<DESCRIPTION>TENTH AMENDMENT
<TEXT>
                                                                    Exhibit 10.5

LaSalle Business Credit, LLC                               Member ABN AMRO Group


135 South LaSalle Street
Suite 425
Chicago, Illinois  60603                              March 28, 2003
(312) 904-8490

The Singing Machine Company, Inc.
6601 Lyons Road
Suite A-7
Coconut Creek, Florida  33073

            Re:  Tenth Amendment

Gentlemen:

         The Singing Machine Company, Inc., a Delaware corporation ("Borrower")
and LaSalle Business Credit, LLC, a Delaware limited liability company
("Lender") have entered into that certain Loan and Security Agreement dated
April 26, 2001 (the "Security Agreement"). From time to time thereafter,
Borrower and Bank may have executed various amendments (each an "Amendment" and
collectively, as the "Agreement"). Borrower and Lender now desire to further
amend the Agreement as provided herein, subject to the terms and conditions
hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto herby agree as follows:

         1. The Agreement hereby is amended as follows:

         (a) Paragraph (1) of Exhibit A of the Agreement is deleted in its
entirety and the following is substituted in its place:

                  (1)      LOANS: Subject to the terms and conditions of the
                           Agreement and the Other Agreements, Lender shall,
                           absent the occurrence of an Event of Default, advance
                           an amount up to the sum of the following sublimits
                           (the "Loan Limit"):


                           (a)      Up to seventy percent (70%), or such lesser
                                    percentage as determined by Lender in its
                                    sole discretion exercised in good faith, of
                                    the face amount (less maximum discounts,
                                    credits and allowances which may be taken by
                                    or granted to Account Debtors in


<PAGE>


LaSalle Business Credit, LLC                               Member ABN AMRO Group

The Singing Machine Company, Inc.
March 28, 2003
Page 2


                                    connection therewith in the ordinary course
                                    of Borrower's business) of Borrower's
                                    Eligible Accounts; plus

                           (b)      Subject to subparagraph (3)(a) of this
                                    Exhibit A, the lesser of: up to ten percent
                                    (10%), or such lesser percentage as
                                    determined by Lender in its sole discretion
                                    exercised in good faith, of the lower of the
                                    cost or market value of Borrower's Eligible
                                    inventory or Two Million and No/100 Dollars
                                    ($2,000,000.00) during the period of (March
                                    31, 2003 through May 31, 2003; plus

                           (c)      "Intentionally Omitted"; minus

                           (d)      Such reserves as Lender elects, in its sole
                                    discretion exercised in good faith, to
                                    establish from time to time, including
                                    without limitation, (i) a seasonal dilution
                                    reserve in the amount of One Million and
                                    No/100 Dollars ($1,000,000.00) against
                                    Borrower's "Eligible Accounts" during the
                                    period of March 31, 2003 until May 31, 2003,
                                    and (ii) to the extent that the ratio of
                                    Free on Board sales to domestic sales
                                    increases, Lender in its sole discretion may
                                    create a reserve to account for the
                                    additional dilution;

                                    provided, that the Loan Limit shall in no
                                    event exceed Ten Million and No/100 Dollars
                                    ($10,000,000.00) during the period of March
                                    31, 2003 through May 31, 2003, (the "Maximum
                                    Loan Limit"), except as such amount may be
                                    increased or, following the occurrence of an
                                    Event of Default, decreased by Lender, in
                                    its sole discretion, exercised in good
                                    faith, from time to tune.

         2. This Amendment shall not become effective until fully executed by
all parties hereto.

                   3. Except as expressly amended hereby and by any other
 supplemental documents or instruments executed by either party hereto in


<PAGE>
LaSalle Business Credit, LLC                               Member ABN AMRO Group

The Singing Machine Company, Inc.
March 28, 2003
Page 3

order to effectuate the transactions contemplated hereby, the Agreement and
Exhibit A thereto hereby are ratified and confirmed by the parties hereto and
remain in full force and effect in accordance with the terms thereof.


                                              LASALLE BUSINESS CREDIT, LLC, A
                                              DELAWARE LIMITED LIABILITY COMPANY


                                              By       /s/ Casey Orlowski
                                                  ----------------------------
                                              Title    Vice President
                                                    --------------------------


ACKNOWLEDGED AND AGREED TO
this 31st day of March, 2003.

The Singing Machine Company, Inc.


By /s/ John F. Klecha
- -----------------------
John F. Klecha

Title  President/Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>8
<FILENAME>pressrelease.txt
<DESCRIPTION>PRESS RELEASE DATED MAY 12, 2003
<TEXT>

   [GRAPHIC OMITTED]    INVESTOR CONTACT:              COMPANY CONTACT:
                        Neil Berkman                   Y.P. Chan
                        Berkman Associates             Chief Operating Officer
                        (310) 277 - 5162 (954)
                        596 - 1000
                        info@BerkmanAssociates.com
                        www.SingingMachine.com


                                                  FOR IMMEDIATE RELEASE



                           THE SINGING MACHINE COMPANY
              STRENGTHENS AND EXPANDS ITS SALES AND MARKETING TEAM


       COCONUT CREEK, FLORIDA, May 12, 2003 -- THE SINGING MACHINE COMPANY
(ASE:SMD) announced today that it has strengthened and expanded its sales and
marketing organization to accommodate the company's continued growth.

       "Singing Machine's success has been driven by the quality of our sales
and marketing organization," said Chairman and Chief Executive Officer Eddie
Steele. "With its impressive credentials in consumer electronics, toys, music
and accessories, our world-class sales and marketing team was the key to
achieving the $100 million sales milestone for the first time in our history
last year. We are continuing to add strength and capability to our team to
enhance our market leadership in the years to come."

       In connection with this expansion, Steele announced the following
promotions and appointments:

       o      Jack Dromgold has been promoted to executive vice president, sales
              & marketing. Dromgold previously served as senior vice president,
              sales & marketing. Dromgold, joined the Singing Machine in April
              2002 after serving since 1993 as vice president of sales for
              Hasbro Games, where he was responsible for the sale of Milton
              Bradley and Parker Brothers games and puzzles. Dromgold has more
              than thirty-five years of sales experience in the toy industry
              with close relationships with major retailers and distributors in
              the United States.

       o      John Steele has been promoted to vice president, international
              sales from his previous position as national sales director. Since
              he joined The Singing Machine in 1999, Steele has been
              instrumental in the company's rapid growth and expansion into
              international markets. He led the company's successful expansion
              into the European market last year and has since established
              distribution in Asia, South and Latin America and Canada. Steele
              has more than 10 years of experience in the karaoke industry.
              Prior to joining The Singing Machine, he was managing director,
              international division of Nikkodo Co. Ltd., where he was
              responsible for commercial karaoke system sales throughout Europe.


                                     (more)

                       THE SINGING MACHINE COMPANY, INC.
      6601 Lyons Road o Building A-7 o Coconut Creek, Florida 33073 o (954)
                         596-1000 o Fax (954) 596-2000
 _______________________________________________________________________________
<PAGE>



THE SINGING MACHINE COMPANY STRENGTHENS AND EXPANDS ITS SALES AND MARKETING TEAM
May 12, 2003
Page Two




       o      Dennis Norden has joined Singing Machine as sales director. Norden
              joins the company from Recoton Corporation where he was vice
              president of sales for the southern region. He has over
              twenty-five years of successful selling experience in the consumer
              electronics industry with solid relationships with major mass
              market retailers. Norden will focus much of his attention on the
              company's growing karaoke music business.

       o      Robert O'Connor has been hired as sales director. O'connor joins
              Singing Machine from leading video game manufacturer Konami of
              America where he served as vice president of sales. O'Connor
              brings more than thirty years of consumer electronics selling
              experience to his new position at Singing Machine. He will be
              responsible for managing karaoke hardware and accessories sales to
              the company's key mass retail accounts, and for identifying and
              developing new channels of distribution.

       o      John DeNovi has been promoted to director of marketing. He joined
              the company in 2001 as sales manager, national accounts.
              Previously, he was national sales manager for Tecmo, Inc., a
              leading developer of home video games for Sony PlayStation 2,
              Nintendo GameBoy Advance and Microsoft Xbox. He began his career
              at Aldrich & Associates, Inc., a Los Angeles-based marketing &
              communications agency where, as senior account supervisor he
              represented a wide variety of consumer electronics clients.

ABOUT THE SINGING MACHINE COMPANY

      Incorporated in 1982, The Singing Machine Company develops and distributes
a full line of consumer-oriented karaoke machines and music under The Singing
MachineTM, MTVTM, NickelodeonTM, Hardrock AcademyTM and MotownTM brand names.
The first to provide karaoke systems for home entertainment in the United
States, Singing Machine sells its products in North America, Europe and Asia,
and has increased sales by 10 times to $100 million in the past five years.

SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.

      This press release contains forward-looking statements. Such statements
reflect the current views of the Company with respect to future events and are
subject to certain risks, uncertainties and assumptions, including but not
limited to those relating to product demand, pricing, market acceptance, the
effect of economic conditions and other risks identified in the Company's
filings with the Securities and Exchange Commission. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, should one or more of these risks or uncertainties materialize, or
should underlying assumptions provide incorrect, actual future results or events
may vary materially from those described herein.


                                    * * * * *
                                                                    #3309


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