<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>lasalle-11thamend.txt
<DESCRIPTION>LASALLE BUSINESS-11THAMENDMENT
<TEXT>
                                                                    Exhibit 10.1

LASALLE BUSINESS CREDIT, LLC
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                                                           MEMBER ABN AMRO GROUP
135 South LaSalle Street
Suite 425
Chicago, Illinois 60603                         May 30, 2003
(312) 904-8490


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


         Re: ELEVENTH 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 (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.
May 30, 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 May 31,
                                    2003 through June 30, 2003; plus

                           (C)      "INTENTIONALLY OMITTED"; minus

                           (d)      Such reserves as tender 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 May 31, 2003 until June 30, 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 May
                                    31, 2003 through June 30, 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)      ONE-TIME AMENDMENT FEE: Borrower shall pay to Bank a one-time
                  amendment fee of Ten Thousand


<PAGE>

LASALLE BUSINESS CREDIT, LLC
--------------------------------------------------------------------------------
                                                           MEMBER ABN AMRO GROUP
The Singing Machine Company, Inc.
May 30, 2003
Page 3

                  and No/100 Dollars (10,000.00), which fee shall be deemed
                  fully earned on the date of this Amendment and payable on or
                  before June 30, 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 ire
                  full force and effect in accordance with the terms thereof.

                                         LASALLE BUSINESS CREDIT, LLC, A
                                         DELAWARE LIMITED LIABILITY COMPANY

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

ACKNOWLEDGED AND AGREED TO this 30th day of May, 2003.

THE SINGING MACHINE COMPANY, INC.

By /s/ Edward Steele
   --------------------------
       EDWARD STEELE

Title CHIEF EXECUTIVE OFFICER

/s/ April Green
    CFO

</TEXT>
</DOCUMENT>
