<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exhibit-101.txt
<DESCRIPTION>FOURTEENTH AMENDMENT DATED AUGUST 19, 2001
<TEXT>
                                                                    EXHIBIT 10.1

LASALLE BUSINESS CREDIT, LLC
--------------------------------------------------------------------------------
                                                           Member ABN AMRO Group

135 South LaSalle Street
Suits 425
Chicago, Illinois 60603                                August 19, 2003
(312) 904-8490

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

         RE: FOURTEENTH AMENDMENT

Gentlemen:

         The Singing Machine Company, Inc., a Delaware corporation ("Borrower")
and LaSalle Business Credit, LLC, a Delaware limited liability company
("Leader") 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) Subparagraph 11(o) of the Agreement is deleted in its entirety and
the following is substituted in its place:

             (o) Borrower's Tangible Net Worth shall not at any time be less
                 than the "Minimum Tangible Net Worth"; Minimum Tantible Net
                 Worth being defined for purposes of this subparagraph as
                 Eleven Million Nine Hundred Thousand and No/100 Dollars
                 ($11,900,000.00) at all times through March 31, 2003.
                 Commencing April 1, 2003 through August 30, 2003 Minimum
                 Tangible Net Worth shall be equal to Ten Million and No/100
                 Dollars ($10,000,000.00). Commencing August 31, 2003
                 through March 31, 2004 Minimum Tangible Net Worth shall be
                 equal to Fifteen Million and No/100


<PAGE>
LASALLE BUSINESS CREDIT, LLC
--------------------------------------------------------------------------------
                                                           Member ABN AMRO Group
The Singing Machine Company, Inc.
August 19, 2003
Page 2

                 Dollars ($15,000,000.00); and "Tangible Net Worth" being
                 defined for purposes of this subparagraph as Borrower's
                 shareholders' equity (including retained earnings) less the
                 book value of all intangible assets as determined solely by
                 Lender on a consistent basis pllus the amount of any LIFO
                 reserve plus the amount of any debt subordinated to Lender, all
                 as determined under generally accepted accounting principles
                 applied on a basis consistent with the financial statement
                 dated March 31, 2003, except as set forth herein;

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

             (1) LOANS: Subject io 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) (i) 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 connection therewith in the ordinary
                     course of Borrower's business) of Borrower's Eligible
                     Accounts from July 31, 2003 through November 29, 2003; (ii)
                     up to sixty percent (60%), 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 connection therewith in the ordinary
                     course of Borrower's business) of Borrower's Eligible
                     Accounts from November 30, 2003 through December 14, 2003;
                     (iii) up to fifty percent (50%), or such lesser percentage
                     as determined by Lender in its sole discretion exercised in
                     good faith, of the face amount (less maximum discounts,


<PAGE>
LASALLE BUSINESS CREDIT, LLC
--------------------------------------------------------------------------------
                                                           Member ABN AMRO Group
The Singing Machine Company, Inc.
August 19, 2003
Page 3

                     credits and allowances which may be taken by or granted to
                     Account Debtors in connection therewith in the ordinary
                     course of Borrower's business) of Borrower's Eligible
                     Accounts from December 15, 2003 through January 14, 2004;
                     (iv) up to twenty-five percent (25%), or such lesser
                     percentage as determined by Lendar 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 connection therewith in the
                     ordinary course of Borrower's business) of Borrower's
                     Eligible Accounts from January 15, 2004 through January 31,
                     2004; (v) up zero percent (0%), 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 connection therewith in the ordinary
                     course of Borrower's business) of Borrower's Eligible
                     Accounts from February 1, 2004 through March 31, 2004; plus

                 (b) Subject to subparagraph (3)(a) of this Exhibit A, the
                     lesser of: up to twenty-five percent (25%), 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 Six Million and
                     No/100 Dollars ($6,000,000.00), provided, however, that
                     said subllmit shall reduce by the greater of sixty percent
                     (60%) of the cost of inventory sold from August 1, 2003
                     forward (to be computed weekly), or by One Million Five
                     Hundred Thousand ($1,500,000.00) each month beginning
                     Augu:at 31, 2003 and on the same day of each month
                     thereafter until said sublimit reaches zero; plus

                 (c) Subject to subparagraph (3)(a) of this Exhibit


<PAGE>
LASALLE BUSINESS CREDIT, LLC
--------------------------------------------------------------------------------
                                                           Member ABN AMRO Group
The Singing Machine Company, Inc.
August 19, 2003
Page 4

                     A, up to forty percent (40%), 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 new Eligible Inventory or Two Million Five
                     Hundred Thousand and No/100 Dollars ($2,500,000.00);
                     provided, however, said sublimit shall reduce to zero on
                     December 31, 2003 and thereafter;

                 (d) Subject to subparagraph (3)(a) of this Exhibit A, up to
                     sixty percent (60%), or such lesser percentage as
                     determined by Lender in its sole discretion exercised in
                     good faith, against the face amount of commercial Letters
                     of Credit issued or guaranteed by Lender for the purpose of
                     purchasing Eligible Inventory; provided, that such
                     commercial Letters of Credit are in form and substance
                     satisfactory to Lender or up to Three Million and No/100
                     Dollars ($3,000,000.00); minus

                 (e) Such reserves as Lender elects, in its sole discretion
                     exercised in good faith, to establish from time to time,
                     including without (limitation, an additional dilution
                     reserve in the amount Five Hundred Thousand and No/100
                     Dollars ($500,000.00) against Borrower's "Eligible
                     Accounts" upon the execution of this Fourteenth Amendment,
                     increasing the amount to One Million and No/100 Dollars
                     ($1,000,000.00) by September 15, 2003;

                     provided, that the aggregate amount of advances made
                     pursuant to subparagraphs (b) and (c) above shall in no
                     event exceed Seven Million and No/100 Dollars
                     ($7,500,000.00);

                     further provided, that the Loan Limit shall in no event
                     exceed (i) Twelve Million Five Hundred Thousand and No/100
                     Dollars ($12,500,000.00) during the period of July


<PAGE>
LASALLE BUSINESS CREDIT, LLC
--------------------------------------------------------------------------------
                                                           Member ABN AMRO Group
The Singing Machine Company, Inc.
August 19, 2003
Page 5

                     31, 2003 through November 29, 2003; (ii) Nine Million and
                     No/100 Dollars ($9,00O,000.00) during the period of
                     November 30, 2003 through December 6, 2003; (iii) Seven
                     Million and No/100 Dollars ($7,000,000.00) on December 7,
                     2003 through December 14, 2003; (iv) Five Million and
                     No/100 Dollars ($5,000,000.00) during the period of
                     December 15, 2003 through January 14, 2004; (v) Two Million
                     Five Hundred Thousand and No/100 Dollars ($2,500,000.00)
                     during the period of January 15, 2004 through January 31,
                     2004; and (vi) Zero and No/100 Dollars ($0.00) during the
                     period of February 1, 2004 through March 31, 2004, (the
                     "Maximum Loan Limit"), except as such amount may be
                     increased or, following the occurrance of an Event of
                     Default, decreased by Lender, in its sole discretion,
                     exercised in good faith, from time to time.

         (c) Subparagraph (3)(a) of Exhibit A of the Agreement is deleted in its
entirety and the following is substituted in its place:

             (a) Specific Category Inventory: With respect to the advance
                 described in subparagraphs (1)(b), {1}(c) and (1)(d) of this
                 Exhibit A, such inventory shall consist solely of finished
                 goods in the form of karaoke machines.

         (d) Paragraph (4) of Exhibit A of the Agreement is deleted in its
entirety and the following is substitutr:d in its place:

             (4) INTEREST RATE: Each Loan shall bear interest at the rate of Two
                 and one-half percent (2 1/2%) per annum in excess of LaSalle
                 Bank National Association's publicly announced prime rate
                 (which is not intended to be LaSalle Bank National
                 Association's lowest or most favorable rate in effect at any
                 time) (the "Prime Rate") in effect from time to time, payable
                 on the last business day of each month in arrears. Said rate of
                 interest shall increase or decrease by an amount equal to each
                 increase or decrease in the Prime Rate effective on


<PAGE>
LASALLE BUSINESS CREDIT, LLC
--------------------------------------------------------------------------------
                                                           Member ABN AMRO Group
The Singing Machine Company, Inc.
August 19, 2003
Page 6

                 the effective date; of each such change in the Prime Rate. Upon
                 the occurrence of an Event of Default, each Loan shall bear
                 interest at the rate of two percent (2%) per annum in excess
                 of the interest rate otherwise payable thereon, which interest
                 shaill be payable on demand. All interest shall be calculated
                 on the basis of a 360-day year.

         (e) 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 Twenty-five Thousand and No/100
                 Dollars ($25,000.00), which fee shall be deemed fully earned
                 on the date of this Fourteenth Amendment and payable on or
                 before August 31, 2003.

         (f) Paragraph (5) of Exhibit A of the Agreement is amended to add the
following provision:

             (d) Success Fee: Borrower shall pay to Bank a success fee of Three
                 Hundred Thousand and No/100 Dollars ($300,000.00), which fee
                 shall be deemed fully earned on the date hereof and payable on
                 March 31, 2004, or upon payment in full of all Liabilities,
                 whichever is sooner.

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

             (6).(1) The date of the Original Term set forth in paragraph 9 of
                 the Agreement is deleted and the date of March 31, 2004 is
                 substituted in its place.

         (h) Paragraph (7) Subparagraph (8)(c) of Exhibit A of the Agreement
entitled "Change of Management Default" and "Validity Agreements", respectively,
are deleted in their entirety and the phrase "Intentionally Omitted" is
substituted in their place.

         (i) Paragraph (11) of Exhibit A of the Agreement is deleted in its
entirety and the following substituted in its place:
<PAGE>

LASALLE BUSINESS CREDIT, LLC
--------------------------------------------------------------------------------
The Singing Machine Company, Inc.                         Member ABN AMRO Group
August 19, 2003
Page 7

                    11).(1) Subordination Agroement: Prior to August 31,2003,
                            Borrower shall cause the appropriate parties to
                            Invest an additional minimum of Three Million and
                            No/100 Dollars ($3,000,000.00) into Borrower in
                            the form of subordinated debt. Relative thereto,
                            Borrower shall cause each such subordinated debt
                            holder to execute and deliver to Bank a
                            Subordination Agreement in form and substance
                            satisfactory to Bank in its sole discretion. Upon
                            receipt of evidence by Bank of the information of
                            an additional minimum of Three Million and No/100
                            Dollars ($3,000,000.00) into Borrower in form of
                            subordinated debt, Bank shall release to Borrower
                            that certain Standby Letter of Credit No. G5027
                            issued by Bank Von Ernst in the amount of
                            $1,000,000,00.

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

         2. As of March 31, 2003, Bank hereby waives the Events of
Default existing under, and as defined in, Section 12 of Agreement because of
the occurrence of the following event:

             (a) Borrower's failure to maintain a Minimum Net Worth as set
forth in Subparagraph 11(0) of the Agreement.

             (b) Borrower's failure; to retain Edward Steele and John Klecha
as the Chief Executive Officer and President, respectively, of Borrower as set
forth in Paragraph (7) of Exhibit A of the: Agreement.

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

         4. 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
--------------------------------------------------------------------------------
The Singing Machine Comany, Inc.                           Member ABN AMRO Group
August 19, 2003
Page 8


                                             LASALLE BUSINESS CREDIT, LLC, A
                                             DELAWARE LIMITED LIABILITY COMPANY



                                             By /s/ Casey Orlowsky
                                               -------------------------------

                                             Title    Vice President
                                                   ---------------------------


ACKNOWLEDGED AND AGREED TO
this 19th day of August, 2003

The Singing Machine Company, Inc.


By /s/ Yi Ping Chan
  ----------------------
       Yi Ping Chan

Title: Chief Operating Officer


By /s/ April J. Green
   -------------------------
       April J. Green

Title: Chief Financial Officer

<PAGE>

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 MACHINE COMPANY, INC. ("Borrower") and LASALLE BUSINESS
CREDIT, LLC, A DELAWARE LlMIITED LIABILITY COMPANY, SUCCESSOR BY MERGER TO
LASALLE BUSINESS CREDIT, INC. ("Lender").

A.       Borrower's Business Locations (please indicate which location is the
principal 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 limitation, 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. c/o El Mar Plastics                            2. 303 West Artesia Blvd.
   840 Walnut Street                                 Compton, California 90220
   Carson City, California 90746                     [leased location]
   [public warehouse location]

3. 1975 Charles Willard Street                    4. Ocean Centre
   Rancho Dominguez, California                      5 Canton Rd. Suite 1210
   [leased location]                                 RST
                                                     Hong Kong
                                                     [leased office space]


<PAGE>

EXHIBIT B - BUSINESS AND COLLATERAL LOCATIONS
---------------------------------------------
PAGE 2



C.     Bank Accounts of Borrower:

       Bank (with address)              Account Number     Type of Account
       -------------------              --------------     ---------------

1.     Wachovia Sank                    2000142793574      Operating 1 Account
       7400 West Camino Real Drive
       Boca Raton, Fl. 33433

 2.    Wachovia Bank                    200014279368       Payroll Account
       7400 West Camino Real Drive
       Boca Raton, FL 13433

 3.    Bank of America                  0467313224         Operating/petty Cash
       180 E. Carson Street
       Carson, CA 90220






                                              Borrower's Initial: [ILLEGIBLE]
                                                                  -----------
                                              Borrower's Initial: [ILLEGIBLE]
                                                                  -----------
                                              Officer's Initials: [ILLEGIBLE]
                                                                  -----------

</TEXT>
</DOCUMENT>
