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<SEC-DOCUMENT>0001144204-06-007708.txt : 20060227
<SEC-HEADER>0001144204-06-007708.hdr.sgml : 20060227
<ACCEPTANCE-DATETIME>20060227101425
ACCESSION NUMBER:		0001144204-06-007708
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20060221
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060227
DATE AS OF CHANGE:		20060227

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:		06645161

	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>v036479_8k.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): FEBRUARY 21, 2006

                        THE SINGING MACHINE COMPANY, INC.
             (Exact name of registrant as specified in its charter)



          Delaware                       0-24968                 95-3795478
- --------------------------------------------------------------------------------
      (State or other           (Commission File Number)       (IRS Employer
jurisdiction of incorporation)                               Identification No.)


            6601 Lyons Road, Bldg. A-7, Coconut Creek, Florida 33073
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (954) 596-1000

                                   Copies to:
                             Darrin M. Ocasio, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 21, 2006, we entered into a Securities Purchase Agreement (the
"Purchase Agreement") with koncepts International Limited (the "Purchaser")
pursuant to which we agreed to sell and issue 12,875,536 shares of common stock,
$.01 par value per share (the "Common Shares"), and 3 common stock purchase
warrants (the "Warrants") to purchase an aggregate of 5,000,000 shares of our
common stock for an aggregate purchase price of $3,000,000, or a per share
purchase price of $.233. Subject to additional closing conditions as specified
in the Purchase Agreement, the closing of the offering is subject to our
successful restructuring of our $4,000,000 principal amount subordinated
debenture which came due on February 20, 2006, as well as the approval of the
American Stock Exchange and the shareholders of Starlight International Holdings
Ltd., parent company of the Purchaser, as per the requirements of Hong Kong
Stock Exchange. The parties intend to complete this offering within the next 60
days, assuming all closing conditions are met.

We issued Warrants to purchase (i) 2,500,000 shares of our common stock at an
exercise price of $.233 per share for one year from the date of issuance, (ii)
1,250,000 shares of our common stock at an exercise price of $.28 per share for
three years from the date of issuance, and (iii) 1,250,000 shares of our common
stock at an exercise price of $.35 per share for four years from the date of
issuance. The Warrants are subject to adjustment upon the occurrence of specific
events, including stock dividends, stock splits, combinations or
reclassifications of our common stock or distributions of cash or other assets.
Under the terms of the Warrants, in no event shall the Purchaser become the
beneficial owner of more than 19.99% of the number of shares of common stock
outstanding immediately after giving effect to such issuance.

In addition, we entered into a Registration Rights Agreement with the Purchaser
on February 21, 2006 pursuant to which we are obligated to file a registration
statement on Form S-3 (or if Form S-3 is not then available to us, on such form
of registration statement that is available to effect the registration of the
Common Shares and the shares of common stock underlying the Warrants) within 60
days after the closing date. We must register at least the number of shares of
our common stock equal to the Common Shares plus the number of shares necessary
to permit the exercise in full of the Warrants. In addition, we are obligated to
use our best efforts to cause the SEC to declare the registration statement
effective no later than 120 days after the filing date. If we do not file the
registration statement, or if the SEC does not declare the registration
statement effective, within the aforementioned time periods, we are required to
make pro rata payments to the Purchaser, as liquidated damages and not as a
penalty, in an amount equal to 1.0% of the aggregate amount invested by the
Purchaser for each 30 day period or pro rata for any portion thereof, following
the date by which such registration statement should have been filed or declared
effective.

On February 27, 2006, we issued a press release announcing the entry into the
aforementioned material definitive agreements. A copy of this press release has
been filed with this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(A)   FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

      Not applicable.

(B)   PRO FORMA FINANCIAL INFORMATION.

      Not applicable.

(C)   EXHIBITS.

EXHIBIT NUMBER                            DESCRIPTION
- --------------  ----------------------------------------------------------------
10.1            Securities Purchase Agreement dated February 21, 2006, by and
                between The Singing Machine Company, Inc. and koncepts
                International Limited.

10.2            Registration Rights Agreement dated February 21, 2006, by and
                between The Singing Machine Company, Inc. and koncepts
                International Limited.

10.3            One Year Stock Purchase Warrant of The Singing Machine Company,
                Inc. dated February 21, 2006.

10.4            Three Year Stock Purchase Warrant of The Singing Machine
                Company, Inc. dated February 21, 2006.

10.5            Four Year Stock Purchase Warrant of The Singing Machine Company,
                Inc. dated February 21, 2006.

99.1            Press release of The Singing Machine Company, Inc. dated as of
                February 27, 2006.

<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 hereunto duly authorized.


                                         THE SINGING MACHINE, COMPANY, INC.


Date: February 27, 2006                  /s/ Yi Ping Chan
                                         --------------------------
                                         Yi Ping Chan
                                         Interim CEO and Chief Operating Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>v036479_ex10-1.txt
<TEXT>

                        THE SINGING MACHINE COMPANY, INC.

                          SECURITIES PURCHASE AGREEMENT

      This Securities Purchase Agreement (this "Agreement") is dated as of
February 21, 2006, among The Singing Machine Company, Inc., a Delaware
corporation (the "Company"), and the purchasers identified on the signature
pages hereto (each a "Purchaser" and collectively the "Purchasers").

                                    RECITALS

      WHEREAS, the Company has authorized the sale and issuance to the
Purchasers of an aggregate of up to 12,875,536 shares (the "Shares") of the
Company's Common Stock, par value $0.01 (the "Common Stock");

      WHEREAS, the Company wishes to issue warrants to the Purchasers to
purchase up to an aggregate of 5,000,000 shares of the Company's Common Stock in
connection with Purchasers' purchase of the Securities; and

      WHEREAS, Purchasers desire to purchase and the Company desires to sell the
Shares and the Warrants (as defined below) on the terms and conditions set forth
herein.

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

                                    AGREEMENT

      1. PURCHASE AND SALE. Pursuant to the terms and conditions set forth in
this Agreement, the Company agrees to sell to the Purchasers, and the Purchasers
hereby agree to purchase the Shares at a purchase price of $0.233 per share, for
a total purchase price equal to the greater of: (a) $3 million US Dollars (the
"Purchase Price") and three Warrants in the forms of Exhibit A, Exhibit B and
Exhibit C attached hereto (collectively, the "Warrants") (the Shares and the
Warrants are collectively referred to herein as the "Securities"). The Warrants
will be distributed pro-rata among the Purchasers based on the percentage of the
Shares purchased by each Purchaser.

      2. FEES AND EXPENSES. On the Closing Date, the Company shall reimburse the
Purchasers for their expenses (including legal fees and expenses) incurred in
connection with the preparation and negotiation of this Agreement and the
Related Agreements (as defined below), the Purchasers' due diligence review of
the Company and all related matters in an amount equal to $30,000 US Dollars.

      3. CLOSING, DELIVERY AND PAYMENT.

            3.1. CLOSING. Subject to the terms and conditions herein, the
closing of the transactions contemplated hereby ("Closing") shall take place on
the first business day following such date as: (i) the Company has satisfied all
of the closing conditions set forth herein, and (ii) Purchaser and its corporate
parent have received regulatory approval from the Hong Kong Stock Exhange, (the
"Closing Date") at the offices of Handal & Associates ("Handal"), located at
1200 Third Avenue, Suite 1321, San Diego, California. The Shares and Warrants
sold and issued in each on the Closing Date will be, and will be distributed
among the Purchasers, as set forth on Exhibit D.


                                       1
<PAGE>

            3.2. CLOSING DELIVERABLES.

                  (a) At the Closing, and as a condition to the Purchaser's
            obligations hereunder, the Company will deliver the following to the
            Purchasers:

                        (i) an executed copy of this Agreement;

                        (ii) an executed copy of the Registration Rights
                  Agreement attached hereto as Exhibit E (the "Registration
                  Rights Agreement");

                        (iii) an executed copy of corporate resolutions and
                  Board authorizations which pursuant to Delaware law authorize
                  the issuance of the Shares and Warrants to Purchasers as set
                  forth herein;

                        (iv) an executed copy of documents evidencing the
                  restructuring of Company's currently outstanding debentures on
                  the terms set forth herein, as well as the restructuring of
                  Company's related party indebtedness on the terms set forth
                  herein at paragraph 8.1;

                        (v) Such documents from the American Stock Exchange, and
                  any other applicable regulatory bodies (collectively "AMEX")
                  which set forth that Purchasers' purchase of the Shares and
                  Warrants on the terms set forth in this Agreement and the
                  Related Agreements (as hereinafter defined) has been approved
                  by the AMEX such that Purchasers' purchase of the Shares and
                  Warrants is completely free and clear of any voting
                  restrictions which may be imposed by the AMEX pursuant to
                  Section 713, and any other applicable sections, of the
                  American Stock Exchange Company Guide, and any additional
                  applicable and related regulations (collectively "Regulatory
                  Approval");

                        (vi) an opinion of Company counsel that the Shares and
                  Warrants have been properly authorized, conform with all laws
                  relating to their issuance, and are free and clear of all
                  liens, charges, or assessments of any form and character as of
                  the Closing Date;

                        (vii) stock certificates representing the Shares
                  purchased at the Closing; and

                        (viii) the Warrants purchased at the Closing.

The Warrants, Registration Rights Agreement and Amended Articles are referred to
herein as the "Related Agreements."

                  (b) At the Closing, each Purchaser will deliver the following
            to the Company:

                        (i) an executed copy of this Agreement;

                                       2
<PAGE>

                        (ii) an executed copy of the Registration Rights
                  Agreement;

                        (iii) the purchase consideration for the Shares to be
                  purchased by such Purchaser at the Closing, via wire transfer
                  to an account designated by the Company; and

                        (iv) Approval of the Hong Kong Stock Exchange..

      4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set forth in
the Company's filings under the Securities Exchange Act of 1934 (collectively,
the "Exchange Act Filings"), copies of which have been made available to the
Purchasers, the Company hereby represents and warrants to the Purchaser as
follows:

            4.1. ORGANIZATION, GOOD, STANDING AND QUALIFICATION. Each of the
Company and its active Subsidiaries (as defined below) is an entity duly
incorporated or otherwise organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or organization (as
applicable), with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently conducted. Set
forth on the attached Schedule 4.1 is a list identifying the name of the Company
and each Subsidiary, its jurisdiction of incorporation and foreign status
registration(s) as well as its directors and officers. Neither the Company nor
any active Subsidiary is in violation of any of the provisions of its respective
certificate or articles of incorporation, bylaws or other organizational or
charter documents. Each of the Company and the active Subsidiaries is duly
qualified to do business and is in good standing as a foreign corporation or
other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, could not,
individually or in the aggregate: (i) adversely affect the legality, validity or
enforceability of this Agreement or the Related Agreements, (ii) have or result
in or be reasonably likely to have or result in a material adverse effect on the
results of operations, assets, business or condition (financial or otherwise) of
the Company and the Subsidiaries, taken as a whole, or (iii) adversely impair
the Company's ability to perform fully on a timely basis its obligations under
this Agreement or the Related Agreements (any of (i), (ii) or (iii), a "Material
Adverse Effect").

            4.2. SUBSIDIARIES. Each direct and indirect Subsidiary of the
Company, the direct owner of such Subsidiary and its percentage ownership
thereof, is set forth on the attached Schedule 4.2. For the purpose of this
Agreement, a "Subsidiary" of any person or entity means (i) a corporation or
other entity whose shares of stock or other ownership interests having ordinary
voting power (other than stock or other ownership interests having such power
only by reason of the happening of a contingency) to elect a majority of the
directors of such corporation, or other persons or entities performing similar
functions for such person or entity, are owned, directly or indirectly, by such
person or entity or (ii) a corporation or other entity in which such person or
entity owns, directly or indirectly, more than 50% of the voting interests at
such time.

            4.3. CAPITALIZATION; VOTING RIGHTS.

                  (a) The authorized capital stock of the Company, as of the
            date hereof consists of 100,000,000 shares of common stock par value
            $0.01of which 10,060,802 are issued and outstanding and 1,000,000
            shares of preferred stock $0.10 par value, of which none are issued
            and outstanding. The authorized capital stock of each active
            Subsidiary of the Company is set forth on Schedule 4.3.


                                       3
<PAGE>

                  (b) Except as disclosed on Schedule 4.3 there are no
            outstanding options, warrants, rights (including conversion or
            preemptive rights and rights of first refusal), proxy or stockholder
            agreements, or arrangements or agreements of any kind for the
            purchase or acquisition from the Company of any of its securities
            other than this Agreement and the Related Agreements.

                  (c) All issued and outstanding shares of the Company's Common
            Stock: (a) have been duly authorized and validly issued and are
            fully paid and nonassessable; and (b) were issued by the Company in
            full compliance with all applicable state and federal laws
            concerning the issuance of securities.

                  (d) The rights, preferences, privileges and restrictions of
            the shares of the Common Stock are as stated in the Company's
            Articles of Incorporation, as amended (the "Charter") and pursuant
            to applicable law.

            4.4. AUTHORIZATION AND BINDING OBLIGATIONS. All corporate,
partnership or limited liability company, as the case may be, action on the part
of the Company (including the respective officers and directors) necessary for
the authorization of this Agreement and the Related Agreements, the performance
of all obligations of the Company hereunder and under the other Related
Agreements at the Closing and, the authorization, sale, issuance and delivery of
the Securities has been taken or will be taken prior to the Closing. This
Agreement and the Related Agreements, when executed and delivered will be valid
and binding obligations of each of the Company enforceable against the Company
in accordance with their terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors' rights and general principles of equity that
restrict the availability of equitable or legal remedies.

            4.5. LIABILITIES. Neither the Company nor any of its Subsidiaries
has any material contingent liabilities, except current liabilities incurred in
the ordinary course of business and liabilities disclosed in the Company's
Exchange Act Filings or on Schedule 4.5.

            4.6. AGREEMENTS; ACTION. Except as set forth on Schedule 4.6:

                  (a) there are no agreements, understandings, instruments,
            contracts, proposed transactions, judgments, orders, writs or
            decrees to which the Company or any of its Subsidiaries is a party
            or by which it is bound which may involve: (A) obligations
            (contingent or otherwise) of, or payments to, the Company in excess
            of $100,000; or (B) provisions restricting the development,
            manufacture or distribution of the Company's products or services.

                  (b) Since March 31, 2005, neither the Company nor any of its
            Subsidiaries has: (A) declared or paid any dividends, or authorized
            or made any distribution upon or with respect to any class or series
            of its capital stock; (B) incurred any indebtedness for money
            borrowed or any other liabilities in excess of $250,000 or, in the
            case of indebtedness and/or liabilities individually less than
            $250,000, in excess of $250,000 in the aggregate; (C) made any loans
            or advances to any person not in excess, individually or in the
            aggregate, of $50,000; or (D) sold, exchanged or otherwise disposed
            of any of its assets or rights, other than the sale of its inventory
            in the ordinary course of business.


                                       4
<PAGE>

                  (c) For the purposes of this Section 4.6, all indebtedness,
            liabilities, agreements, understandings, instruments, contracts and
            proposed transactions involving the same person or entity (including
            persons or entities the Company has reason to believe are affiliated
            therewith) shall be aggregated for the purpose of meeting the
            individual minimum dollar amounts of such subsections.

            4.7. OBLIGATIONS TO RELATED PARTIES. Except as set forth on Schedule
4.7, there are no obligations of the Company or any of its Subsidiaries to
officers, directors, stockholders or employees of the Company or any of its
Subsidiaries other than:

                  (a) for payment of salary for services rendered and for bonus
            payments;

                  (b) reimbursement for reasonable expenses incurred on behalf
            of the Company and its Subsidiaries; and

                  (c) for other standard employee benefits made generally
            available to all employees (including stock option agreements
            outstanding under any stock option plan approved by the Board of
            Directors of the Company).

      Further, except as described above or set forth on Schedule 4.7, none of
the officers, directors or, to the best of the Company's knowledge, key
employees or stockholders of the Company or any members of their immediate
families, are indebted to the Company, individually or in the aggregate, in
excess of $5,000 or have any direct or indirect ownership interest in any firm
or corporation with which the Company is affiliated or with which the Company
has a business relationship, or any firm or corporation which competes with the
Company, other than passive investments in publicly traded companies
(representing less than one percent (1%) of such company) which may compete with
the Company. Except as described above, no officer, director or stockholder, or
any member of their immediate families, is, directly or indirectly, interested
in any material contract with the Company and no agreements, understandings or
proposed transactions are contemplated between the Company and any such person.
Except as set forth on Schedule 4.7, the Company is not a guarantor or
indemnitor of any indebtedness of any other person, firm or corporation.

            4.8. CHANGES. Since March 31, 2005, except as disclosed on Schedule
4.8 or any other Schedule to this Agreement or to any of the Related Agreements,
there has not been:

                  (a) any change in the business, assets, liabilities, condition
            (financial or otherwise), properties or operations of the Company or
            any of its Subsidiaries, which individually or in the aggregate has
            had, or could reasonably be expected to have, individually or in the
            aggregate, a Material Adverse Effect;

                  (b) any resignation or termination of any officer, key
            employee or group of employees of the Company or any of its
            Subsidiaries;

                  (c) any material change, except in the ordinary course of
            business, in the contingent obligations of the Company or any of its
            Subsidiaries by way of guaranty, endorsement, indemnity, warranty or
            otherwise;


                                       5
<PAGE>

                  (d) any damage, destruction or loss, whether or not covered by
            insurance, has had, or could reasonably be expected to have,
            individually or in the aggregate, a Material Adverse Effect;

                  (e) any waiver by the Company or any of its Subsidiaries of a
            valuable right or of a material debt owed to it;

                  (f) any direct or indirect loans made by the Company or any of
            its Subsidiaries to any stockholder, employee, officer or director
            of the Company or any of its Subsidiaries, other than advances made
            in the ordinary course of business;

                  (g) any material change in any compensation arrangement or
            agreement with any employee, officer, director or stockholder of the
            Company or any of its Subsidiaries;

                  (h) any declaration or payment of any dividend or other
            distribution of the assets of the Company or any of its
            Subsidiaries;

                  (i) any labor organization activity related to the Company or
            any of its Subsidiaries;

                  (j) any debt, obligation or liability incurred, assumed or
            guaranteed by the Company or any of its Subsidiaries, except those
            for immaterial amounts and for current liabilities incurred in the
            ordinary course of business;

                  (k) any sale, assignment, hypothecation or transfer of any
            patents, trademarks, copyrights, trade secrets or other intangible
            assets owned by the Company or any of its Subsidiaries;

                  (l) any change in any material agreement to which the Company
            or any of its Subsidiaries is a party or by which either the Company
            or any of its Subsidiaries is bound which either individually or in
            the aggregate has had, or could reasonably be expected to have,
            individually or in the aggregate, a Material Adverse Effect;

                  (m) any other event or condition of any character that, either
            individually or in the aggregate, has had, or could reasonably be
            expected to have, individually or in the aggregate, a Material
            Adverse Effect; or

                  (n) any arrangement or commitment by the Company or any of its
            Subsidiaries to do any of the acts described in subsection (a)
            through (m) above.

            4.9. TITLE TO PROPERTIES AND ASSETS; LIENS, ETC. Except as set forth
on Schedule 4.9, the Company and each of its Subsidiaries has good and
marketable title to its properties and assets, and good title to its leasehold
estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance
or charge, other than:

                  (a) those resulting from taxes which have not yet become
            delinquent;


                                       6
<PAGE>

                  (b) minor liens and encumbrances which do not materially
            detract from the value of the property subject thereto or materially
            impair the operations of the Company or any of its Subsidiaries; and

                  (c) those that have otherwise arisen in the ordinary course of
            business.

All facilities, machinery, equipment, fixtures, vehicles and other properties
owned, leased or used by the Company and its Subsidiaries are in good operating
condition and repair and are reasonably fit and usable for the purposes for
which they are being used. Except as set forth on Schedule 4.9, the Company and
its Subsidiaries are in compliance with all material terms of each lease to
which it is a party or is otherwise bound except where such failure to be in
compliance, either individually or in the aggregate has had, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect.

            4.10. INTELLECTUAL PROPERTY.

                  (a) Each of the Company and each of its Subsidiaries owns or
            possesses sufficient legal rights to all patents, trademarks,
            service marks, trade names, copyrights, trade secrets, licenses,
            information and other proprietary rights and processes necessary for
            its business as now conducted, as presently proposed to be conducted
            (the "Intellectual Property"), without any infringement of the
            rights of others. There are no outstanding options, licenses or
            agreements of any kind relating to the foregoing proprietary rights,
            nor is the Company or any of its Subsidiaries bound by or a party to
            any options, licenses or agreements of any kind with respect to the
            patents, trademarks, service marks, trade names, copyrights, trade
            secrets, licenses, information and other proprietary rights and
            processes of any other person or entity other than such licenses or
            agreements arising from the purchase of "off the shelf" or standard
            products.

                  (b) Neither the Company nor any of its Subsidiaries are in
            breach of any intellectual property right of any third party nor
            have they received any communications alleging that the Company or
            any of its Subsidiaries has violated any of the patents, trademarks,
            service marks, trade names, copyrights or trade secrets or other
            proprietary rights of any other person or entity, nor is the Company
            or any of its Subsidiaries aware of any basis therefor.

                  (c) The Company does not and will not utilize any inventions,
            trade secrets or proprietary information of any of its employees
            made prior to their employment by the Company or any of its
            Subsidiaries, except for inventions, trade secrets or proprietary
            information that have been rightfully assigned to the Company or any
            of its Subsidiaries.

            4.11. COMPLIANCE WITH OTHER INSTRUMENTS. Neither the Company nor any
of its Subsidiaries is in violation or default of (i) any material term of its
Charter or Bylaws, or (ii) of any provision of any indebtedness, mortgage,
indenture, contract, agreement or instrument to which it is party or by which it
is bound or of any judgment, decree, order or writ, which violation or default,
in the case of this clause (ii), has had, or could reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect. The
execution, delivery and performance of and compliance with this Agreement and
the Related Agreements to which it is a party, and the issuance and sale of the
Securities by the Company pursuant hereto, will not, with or without the passage
of time or giving of notice, result in any such material violation, or be in
conflict with or constitute a default under any such term or provision, or
result in the creation of any mortgage, pledge, lien, encumbrance or charge upon
any of the properties or assets of the Company or any of its Subsidiaries or the
suspension, revocation, impairment, forfeiture or nonrenewal of any permit,
license, authorization or approval applicable to the Company, its business or
operations or any of its assets or properties.

                                       7
<PAGE>

            4.12. FILINGS, CONSENTS AND APPROVALS. Neither the Company nor any
Subsidiary is required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other
federal, state, local or other governmental authority or other person in
connection with the execution, delivery and performance by the Company of this
Agreement or the Related Agreements, other than (i) a current report on Form 8-K
announcing the transactions contemplated under this Agreement, (ii) the filing
of a registration statement with the SEC as required under the Registration
Rights Agreement, (iii) the notice and/or application(s) to the American Stock
Exchange ("AMEX") for the issuance and sale of the Securities and the listing of
the shares of Common Stock issuable upon exercise of the Warrants for trading
thereon in the time and manner required thereby, and (iv) the filing of Form D
with the SEC and applicable Blue Sky filings (collectively, the "Required
Approvals").

            4.13. LITIGATION. Except as set forth on Schedule 4.13 hereto, there
is no action, suit, proceeding or investigation pending or, to the Company's
knowledge, currently threatened against the Company or any of its Subsidiaries
that prevents the Company or any of its Subsidiaries from entering into this
Agreement or the other Related Agreements, or from consummating the transactions
contemplated hereby or thereby, or which has had, or could reasonably be
expected to have, either individually or in the aggregate, a Material Adverse
Effect or any change in the current equity ownership of the Company or any of
its Subsidiaries, nor is the Company aware that there is any basis to assert any
of the foregoing. Neither the Company nor any of its Subsidiaries is a party or
subject to the provisions of any order, writ, injunction, judgment or decree of
any court or government agency or instrumentality. There is no action, suit,
proceeding or investigation by the Company or any of its Subsidiaries currently
pending or which the Company or any of its Subsidiaries intends to initiate.

            4.14. TAX RETURNS AND PAYMENTS. Except as set forth on Schedule
4.14, the Company and each of its Subsidiaries have timely filed all tax returns
(federal, state, local, and foreign) required to be filed by it. All taxes shown
to be due and payable on such returns, any assessments imposed, and all other
taxes due and payable by the Company or any of its Subsidiaries on or before the
Closing, have been paid or will be paid prior to the time they become
delinquent. Except as set forth on Schedule 4.14, neither the Company nor any of
its Subsidiaries has been advised:

                  (a) that any of its returns, federal, state, local, foreign,
            or other, have been or are being audited as of the date hereof; or

                  (b) of any deficiency in assessment or proposed judgment to
            its federal, state, local, foreign, or other taxes.

The Company has no knowledge of any liability for any tax to be imposed upon its
properties or assets as of the date of this Agreement that is not adequately
provided for.

                                       8
<PAGE>

            4.15. EMPLOYEES. Except as set forth on Schedule 4.15, neither the
Company nor any of its Subsidiaries has any collective bargaining agreements
with any of its employees. There is no labor union organizing activity pending
or, to the Company's knowledge, threatened with respect to the Company or any of
its Subsidiaries. Except as disclosed on Schedule 4.15, neither the Company nor
any of its Subsidiaries is a party to or bound by any currently effective
employment contract, deferred compensation arrangement, bonus plan, incentive
plan, profit sharing plan, retirement agreement or other employee compensation
plan or agreement. To the Company's knowledge, no employee of the Company or any
of its Subsidiaries, nor any consultant with whom the Company or any of its
Subsidiaries has contracted, is in violation of any term of any employment
contract, proprietary information agreement or any other agreement relating to
the right of any such individual to be employed by, or to contract with, the
Company or any of its Subsidiaries because of the nature of the business to be
conducted by the Company or any of its Subsidiaries; and to the Company's
knowledge the continued employment by the Company or any of its Subsidiaries of
its present employees, and the performance of the Company's and its
Subsidiaries' contracts with its independent contractors, will not result in any
such violation. Neither the Company nor any of its Subsidiaries is aware that
any of its employees is obligated under any contract (including licenses,
covenants or commitments of any nature) or other agreement, or subject to any
judgment, decree or order of any court or administrative agency, that would
interfere with their duties to the Company or any of its Subsidiaries. Neither
the Company nor any of its Subsidiaries has received any notice alleging that
any such violation has occurred. Except for employees who have a current
effective employment agreement with the Company or any of its Subsidiaries, no
employee of the Company or any of its Subsidiaries has been granted the right to
continued employment by the Company or any of its Subsidiaries or to any
material compensation following termination of employment with the Company or
any of its Subsidiaries. Except as set forth on Schedule 4.15, the Company is
not aware that any officer, key employee or group of employees intends to
terminate his, her or their employment with the Company or any of its
Subsidiaries, nor does the Company or any of its Subsidiaries have a present
intention to terminate the employment of any officer, key employee or group of
employees.

            4.16. COMPLIANCE WITH LAWS; PERMITS. Neither the Company nor any of
its Subsidiaries is in violation of any applicable statute, rule, regulation,
order or restriction of any domestic or foreign government or any
instrumentality or agency thereof in respect of the conduct of its business or
the ownership of its properties which has had, or could reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Effect. No
governmental orders, permissions, consents, approvals or authorizations are
required to be obtained and no registrations or declarations are required to be
filed in connection with the execution and delivery of this Agreement or any
other Related Agreement and the issuance of any of the Securities, except such
as has been duly and validly obtained or filed, or with respect to any filings
that must be made after the Closing, as will be filed in a timely manner. Each
of the Company and its Subsidiaries has all material franchises, permits,
licenses and any similar authority necessary for the conduct of its business as
now being conducted by it, the lack of which could, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

            4.17. ENVIRONMENTAL AND SAFETY LAWS. Neither the Company nor any of
its Subsidiaries is in violation of any applicable statute, law or regulation
relating to the environment or occupational health and safety and no material
expenditures are or will be required in order to comply with any such existing
statute, law or regulation except for such violations that individually, or in
the aggregate, have had, or could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect. No Hazardous Materials (as
defined below) are used or have been used, stored, or disposed of by the Company
or any of its Subsidiaries or, to the Company's knowledge, by any other person
or entity on any property owned, leased or used by the Company or any of its
Subsidiaries. For the purposes of the preceding sentence, "Hazardous Materials"
shall mean:

                                       9
<PAGE>

                  (a) materials which are listed or otherwise defined as
            "hazardous" or "toxic" under any applicable local, state, federal
            and/or foreign laws and regulations that govern the existence and/or
            remedy of contamination on property, the protection of the
            environment from contamination, the control of hazardous wastes, or
            other activities involving hazardous substances, including building
            materials; or

                  (b) any petroleum products or nuclear materials.

            4.18. INSURANCE. Set forth on Schedule 4.18 is a list of each policy
of indemnity or insurance stating the inception date, termination date, policy
number, named insured(s), policy limits (individual and aggregate claims), and
deductible or Self Insured Retention amounts. A copy of every declaration page
from each such policy shall be attached and incorporated herein. Each of the
Company and each of its Subsidiaries have general commercial, fire and casualty
insurance policies with coverages which the Company believes are customary for
companies similarly situated to the Company and its Subsidiaries in the same or
similar business.

            4.19. SEC REPORTS. Except as set on Schedule 4.19, the Company has
timely filed all proxy statements, reports and other documents required to be
filed by it under the Securities Exchange Act 1934, as amended (the "Exchange
Act"). The Company has made available to the Purchaser copies of: (i) its Annual
Reports on Form 10-K for its fiscal year ended March 31, 2005; (ii) its
quarterly reports on Form 10-Q for the fiscal quarters ended June 30, 2004,
September 30, 2004, December 31, 2004, June 30, 2005, September 30, 2005, and
December 31, 2005 and (iii) its reports on Form 8-K which have been filed from
March 31, 2005 to date (collectively, the "SEC Reports"). Except as set forth on
Schedule 4.19, each SEC Report was, at the time of its filing, in substantial
compliance with the requirements of its respective form and none of the SEC
Reports, nor the financial statements (and the notes thereto) included in the
SEC Reports, as of their respective filing dates, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

      5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER. Each
Purchaser hereby represents, warrants and covenants to the Company as follows:

            5.1. AUTHORIZATION; ENFORCEABILITY. Subject to receipt by
Purchaser's corporate parent of approval of the Hong Kong Stock Exchange prior
to the Closing, each Purchaser has the power and authority to purchase the
Securities and to execute and deliver this Agreement and the Related Agreements
to which such Purchaser is a party and to perform the provisions hereof and
thereof. This Agreement constitutes, and upon execution and delivery thereof,
each other Related Agreement to which such Purchaser is a party will constitute,
such Purchaser's valid and legally binding obligation, enforceable in accordance
with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or other similar laws of general
application relating to or affecting the enforcement of creditors' rights
generally and (ii) general principles of equity.

                                       10
<PAGE>

            5.2. NO CONFLICT WITH OTHER INSTRUMENTS. The (i) execution, delivery
and performance of this Agreement by each Purchaser and the other Related
Agreements to which such Purchaser is a party, and (ii) consummation of the
transactions contemplated hereby and thereby by such Purchaser has not and will
not result in default (and to the knowledge of such Purchaser, no event has
occurred which, with notice or lapse of time or both, would constitute a
default) under any provision of any instrument or contract to which such
Purchaser is a party or by which such Purchaser or any of its property is bound,
or in violation of any provision of any governmental requirement applicable to
such Purchaser.

            5.3. CONSENT. FILINGS, CONSENTS AND APPROVALS. Except in connection
with Purchaser's corporate parent's obligation to secure approval of the Hong
Kong Stock Exchange prior to Closing, which Company acknowledges as a condition
precedent to Purchaser's obligations to purchase the Shares, no Purchaser is
required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal,
state, local or other governmental authority or other person in connection with
the execution, delivery and performance by the Purchaser of this Agreement or
the Related Agreements, other than the Required Approvals or any other filing or
notice required under federal or state securities laws to report the
transactions contemplated in this Agreement and the Related Agreements.

            5.4. INVESTMENT FOR OWN ACCOUNT. Such Purchaser will hold the
Securities for their own account for investment purposes only, and not with a
view to, or for resale in connection with, any distribution that would require
registration under the Securities Act or the securities laws of any state. Such
Purchaser does not presently have any reason to anticipate any change in
circumstances or other particular occasion or event which would require selling
the Securities or any part thereof or interest therein. Such Purchaser
understands that there will be no established market for the Securities and that
such Purchaser may be restricted from selling the Securities except in a sale
exempt under federal and state securities laws.

            5.5. NO REGISTRATION. Such Purchaser understands that: (a) the
Securities (i) have not been registered under the Securities Act or any state
securities laws, (ii) will be issued in reliance upon an exemption from the
registration and prospectus delivery requirements of the Securities Act which
relate to private offerings, (iii) may be required to be held by such Purchaser
indefinitely, and (b) such Purchaser must therefore bear the economic risk of
such investment indefinitely unless a subsequent disposition thereof is
registered under the Securities Act and applicable state securities laws or is
exempt therefrom. Such Purchaser further understands that such exemptions depend
upon, among other things, the accuracy of such Purchaser's representations set
forth in this Section 5.

            5.6. ACCESS TO INFORMATION. Such Purchaser has had an opportunity to
ask questions of, and receive satisfactory answers from, the Company and its
representatives or agents concerning the terms of this investment and the
undersigned's potential acquisition of the Securities, and all such questions
have been answered to such Purchaser's full satisfaction. Such Purchaser has
been furnished by the Company all information (or provided access to all
information) regarding the business and financial condition of the Company, the
attributes of the Securities and the merits and risks of an investment in the
Securities which such Purchaser has requested or otherwise needs to evaluate the
investment in the Securities, and such Purchaser does not desire any further
information or data concerning the Company. Specifically, such Purchaser
acknowledges receipt from the Company of, without limitation, the following
information (collectively, the "Investment Information"):

                                       11
<PAGE>

                  (a) the Company's Exchange Act Filings; and

                  (b) the Company's Charter and Bylaws.

Such Purchaser has received, read and understands the Investment Information.
Such Purchaser has examined all written materials furnished by the Company, or
caused the same to be examined by such Purchaser's representatives, to the
extent such Purchaser deemed necessary or appropriate. The undersigned
acknowledges that the Company has made available to the undersigned the
opportunity to obtain additional information to verify the accuracy of any
material shown to the undersigned by the Company and to evaluate the merits and
risks of this investment.

            5.7. ACCREDITED INVESTOR. Such Purchaser is an "accredited investor"
as defined in Rule 501 of Regulation D promulgated under the Securities Act, and
such Purchaser, or those persons retained by such Purchaser, have knowledge,
skill and experience in financial, business and investment matters relating to
an investment of this type and are capable of evaluating the merits and risks of
such investment and protecting such Purchaser in connection with an investment
in the Securities. At such Purchaser's own expense, the undersigned has, to the
extent deemed necessary by such Purchaser, retained and relied upon appropriate
professional advice regarding the investment, tax and legal merits and
consequences of an investment in the Securities. Such Purchaser has not received
any legal, business, tax or other advice from the Company, its counsel or other
representatives.

            5.8. RISK OF INVESTMENT. Such Purchaser acknowledges that (i) it has
been called to such Purchaser's attention that such Purchaser's investment in
the Securities involves a high degree of risk, (ii) any investment in the
Company is not insured by any governmental or other entity, and (iii) such
Purchaser understands that the Securities will be an illiquid investment.
Further, such Purchaser acknowledges that there are certain tax risks associated
with the proposed investment and no assurances are being made that existing tax
laws and regulations will not be modified in the future, thus altering tax
consequences associated with this potential investment. The Company has never
made any representation, guarantee or warranty (a) as to the approximate or
exact length of time that such Purchaser will be required to remain an owner of
the Securities (or any other securities of the Company); (b) the percentage of
profit, amount of or type of consideration and/or profit or loss, if any, that
will result from an investment in the Securities; or (c) that any future
expectations relating to the Company's performance indicate in any way what the
Company's financial condition or results of operations will be in the future.
Such Purchaser understands the speculative nature of an investment in the
Securities and the financial risks associated with the Securities.

            5.9. RESTRICTIONS ON TRANSFER. The Offering is being made in
reliance upon exemptions from registration under the Securities Act and
applicable state securities laws for an offer and sale of securities not
involving a public offering. The Securities may not be sold, transferred or
otherwise disposed of without satisfaction of certain conditions, including
registration under, or the availability of an exemption from registration under,
the Securities Act and applicable state securities laws. Such Purchaser agrees
that the Company may permit the transfer of the Securities out of such
Purchaser's name only when any request for transfer is accompanied by an opinion
of counsel acceptable in form and substance to Company counsel to the effect
that the proposed transfer results in no violation of the Securities Act or any
applicable state securities laws. A legend to this effect will be placed upon
each certificate representing the Securities.

                                       12
<PAGE>

            5.10. REPRESENTATIONS AND WARRANTIES. No person or entity, other
than the Company, has been authorized to give any information or to make any
representations on behalf of the Company in connection with the offering of the
Securities and, if given or made, such information or representations have not
been relied upon by the undersigned as having been made or authorized by the
Company. The only representations, warranties and information made by the
Company in connection with the Offering are those contained in this Agreement
and the Investment Information.

            5.11. GENERAL SOLICITATION. The solicitation of an offer to buy the
Securities was communicated to such Purchaser in such a manner that at no time
was such Purchaser presented with or solicited by or through any leaflet, public
promotional meeting, television, radio, internet or other published
advertisement or any other form of general or public advertising or
solicitation.

            5.12. PURCHASER'S EXPERIENCE. By reason of such Purchaser's business
and financial experience, such Purchaser has the capacity to protect such
Purchaser's own interests in investments of this nature. Such Purchaser has
evaluated such Purchaser's financial resources and investment position, and the
risks associated with the proposed investment and concluded that such Purchaser
has the ability to bear the economic risks associated with this proposed
investment.

            5.13. NON-PUBLIC INFORMATION. After the date hereof, such Purchaser
agrees to hold in strict confidence any non-public information of the Company
(the "Information") acquired by such Purchaser, and not to use such Information
for any competitive purpose. Such Purchaser may transmit Information to its
partners, directors, officers, employees, agents or representatives, including
attorneys, accountants and consultants (collectively, "Representatives"), but
only to such Representatives who are informed of the confidential nature of the
Information and are directed to treat such Information as confidential.
Notwithstanding anything to the contrary herein, such Purchaser may disclose any
Information to the extent such Information or portion thereof (i) is or becomes
generally available to the public other than as a result of a disclosure by the
undersigned or its Representatives in breach of the terms hereof, (ii) is or
becomes available to such Purchaser on a non-confidential basis from a source,
other than the Company or its representatives, without violation of a duty of
confidentiality to the Company, or (iii) was known to such Purchaser on a
non-confidential basis prior to the disclosure to such Purchaser by the Company
or any of its representatives.

      6. COVENANTS OF THE COMPANY AND PURCHASER.

                                       13
<PAGE>

            6.1. LISTING. The Company shall as promptly as practicable after
Closing secure the listing of the shares of Common Stock and Shares issuable
upon the exercise of the Warrants on the AMEX (subject to official notice of
issuance) and shall maintain such listing so long as any other shares of Common
Stock shall be so listed. The Company will use commercially reasonable best
efforts to maintain the listing of its Common Stock on AMEX, and will comply
with the Company's reporting, filing and other obligations under the bylaws or
rules of the National Association of Securities Dealers ("NASD") and such
exchanges, as applicable.

            6.2. MARKET REGULATIONS. The Company shall notify the SEC, NASD and
applicable state authorities, in accordance with their requirements, of the
transactions contemplated by this Agreement, and shall take all other necessary
action and proceedings as may be required and permitted by applicable law, rule
and regulation, for the legal and valid issuance of the Securities to the
Purchasers and promptly provide copies thereof to the Purchasers.

            6.3. REPORTING REQUIREMENTS; REPORTS FOR PURCHASERS. The Company
will timely file with the SEC all reports required to be filed pursuant to the
Exchange Act and refrain from terminating its status as an issuer required by
the Exchange Act to file reports thereunder even if the Exchange Act or the
rules or regulations thereunder would permit such termination. The Company will
prepare and timely file with the Commission, at the Company's expense, any
filings pursuant to Section 13 or 16 of the Exchange Act that are required for
Purchasers in connection with this transaction and for any exercise of the
Warrants in the future; provided, however, that Purchasers agree to deliver any
necessary information required to complete such filings to the Company no later
than the next business day after the transaction requiring such filing occurs.

            6.4. SHAREHOLDER APPROVAL. If required by law, the Company will call
a special meeting of the Company's shareholders, which shall be held no later
than July 31, 2006, for the Company's shareholders to vote to approve this
Agreement, the Related Agreements and the transactions contemplated hereby and
thereby. The Company's Board of the Directors (the "Board") will make a
unanimous recommend that the shareholders vote in favor of such proposal.

            6.5. BOARD SEATS. Within 5 days of the Closing Date, the Board will
take such actions as are legally required to allow Purchasers to appoint such
number of individuals designated by Purchasers to the Company's Board of
Directors to fill such number of either vacant or newly created seats as is
required to grant Purchasers representation on the Board which is pro rata with
their shareholding in the Company as of the Closing.

            6.6. RESTRICTIONS  If required by law, until this Agreement and
the Related Agreements are approved by the holders a majority of the outstanding
shares of capital stock of the Company entitled to vote ("Shareholder
Approval"), no holder of Shares or Warrants shall be entitled to vote such
holder's Shares or exercise such holder's Warrants, if such holder will hold
more than 19.99% of the outstanding Common Stock or voting power of the Company
on the date of such vote or exercise.

      7. INDEMNIFICATION.

                                       14
<PAGE>

            7.1. COMPANY INDEMNIFICATION. The Company agrees to indemnify, hold
harmless, reimburse and defend the Purchasers, each Purchaser's officers,
directors, agents, affiliates, control persons, and principal shareholders,
against any claim, cost, expense, liability, obligation, loss or damage
(including reasonable legal fees) of any nature, incurred by or imposed upon the
Purchasers which results, arises out of or is based upon: (i) any
misrepresentation by the Company or any of its Subsidiaries or breach of any
warranty by the Company or any of its Subsidiaries in this Agreement, any other
Related Agreement or in any exhibits or schedules attached hereto or thereto; or
(ii) any breach or default in performance by Company or any of its Subsidiaries
of any covenant or undertaking to be performed by Company or any of its
Subsidiaries hereunder, under any other Related Agreement or any other agreement
entered into by the Company and/or any of its Subsidiaries and Purchasers
relating hereto or thereto.

            7.2. PURCHASERS' INDEMNIFICATION. Each Purchaser agrees to
indemnify, hold harmless, reimburse and defend the Company and each of the
Company's officers, directors, agents, affiliates, control persons and principal
shareholders, at all times against any claim, cost, expense, liability,
obligation, loss or damage (including reasonable legal fees) of any nature,
incurred by or imposed upon the Company which results, arises out of or is based
upon: (i) any misrepresentation by the Purchasers or breach of any warranty by
the Purchasers in this Agreement, any other Related Agreement or in any exhibits
or schedules attached hereto or thereto; or (ii) any breach or default in
performance by the Purchasers of any covenant or undertaking to be performed by
the Purchasers hereunder, under any other Related Agreement or any other
agreement entered into by the Company and/or any of its Subsidiaries and
Purchasers relating hereto or thereto.

      8. MISCELLANEOUS.

            8.1. DEBT RESTRUCTURING. As of the Closing Date, Company shall have
entered into such legally binding agreements as are required to restructure its
related party debt in the current outstanding principal amount of $300,000
("Related Party Debt") and outstanding debentures as set forth herein. With
regard to its Related Party Debt, Company may use $50,000 of the proceeds to be
received by Company from Purchasers at Closing to retire a like portion of its
Related Party Debt, and shall cause the remainder of the Related Party Debt to
take the form of three year unsecured promissory notes payable on an interest
only basis with quarterly payments of interest at the annual rate of five and
one-half percent (5.5%) ("Related Party Debt Restructure"). Concurrent with the
Related Party Debt Restructure and as of the Closing Date, Company shall enter
into such legally binding agreements as are required to restructure its
currently outstanding debentures in the current outstanding principal amount of
$4,000,000 ("Debentures") such that the Company may: (i) use up to $2,000,000 of
the proceeds to be received by Company from Purchasers at Closing to retire the
Debentures in full as to both principal and accrued interest owing as of the
Closing Date, and (ii) cause the exercise price of the warrants currently held
by the holders of the Debentures to be lowered to $0.85 per share ("Debenture
Restructure").

            8.2. FINANCING RIGHT OF FIRST REFUSAL. Company shall grant to
Purchasers the right of first refusal to provide Company with a working capital
line of credit on the same terms and conditions as those offered to Company by a
third-party institutional lender, excepting Crestmark Bank.

            8.3. EQUITY FINANCING RIGHT OF FIRST REFUSAL. Company shall grant
the Purchasers the right of first refusal to purchase from Company any equity or
quasi-equity securities which Company may choose to issue after the Closing Date
("Equity First Refusal Right"). Such Equity First Refusal Right shall expire on
the third anniversary of the Closing Date.

                                       15
<PAGE>

            8.4. ENTIRE AGREEMENT. This Agreement, the Related Agreements, the
exhibits and schedules hereto and thereto and the other documents delivered
pursuant hereto constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and no party shall be
liable or bound to any other in any manner by any representations, warranties,
covenants and agreements except as specifically set forth herein and therein.

            8.5. CHOICE OF LAW. This Agreement shall be governed under the laws
of the State of New York, without regard to conflicts of law. The parties agree
that the venue for the resolution of any conflicts arising under this Agreement
or for the interpretation of this Agreement shall be in San Diego, California
and that the Courts of the State of California shall have jurisdiction over any
such disputes and over the parties hereto.

            8.6. ATTORNEY'S FEES. In the event any litigation, arbitration,
mediation, or other proceeding ("Proceeding") is initiated by any party(ies)
against any other party(ies) to enforce, interpret or otherwise obtain judicial
or quasi-judicial relief in connection with this Agreement, the prevailing
party(ies) in such Proceeding shall be entitled to recover from the unsuccessful
party(ies) all costs, expenses, actual attorney's and expert witness fees,
relating to or arising out of: (i) such Proceeding (whether or not such
Proceeding proceeds to judgment), and (ii) any post-judgment or post-award
proceeding including, without limitation, one to enforce any judgment or award
resulting from any such Proceeding. Any such judgment or award shall contain a
specific provision for the recovery of all such subsequently incurred costs,
expenses, actual attorney and expert witness fees.

            8.7. COUNTERPARTS. This Agreement may be signed in one (1) or more
counterparts, each of which shall constitute an original but all of which
together shall be one (1) and the same document. Signatures received by
facsimile shall be deemed to be original signatures.

            8.8. PARTIAL INVALIDITY. Each provision of this Agreement will be
valid and enforceable to the fullest extent permitted by law. If any provision
of this Agreement or the application of the provision to any person or
circumstance will, to any extent, be invalid or unenforceable, the remainder of
this Agreement, or the application of the provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, will not be
affected by such invalidity or unenforceability, unless the provision or its
application is essential to this Agreement.

            8.9. TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

            8.10. DRAFTING AMBIGUITIES. Each party to this Agreement and their
legal counsel have reviewed and revised this Agreement. The rule of construction
that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or any amendments or exhibits
to this Agreement.

            8.11. NOTICES. Any notice from one party to another shall be
delivered either personally, via facsimile or by United States mail, postage
fully prepaid, addressed as follows:

                                       16
<PAGE>

      Purchasers:             To the respective addresses set forth below the
                              Purchaser's signature at the foot of this
                              Agreement.

      With a copy (not
      constituting notice):   Handal & Associates
                              Attention:  Anton Handal, Esq.
                              1200 Third Avenue, Suite 1321
                              San Diego, CA 92101-4111

      Company:                The Singing Machine Company, Inc.
                              Attention:  Yi Ping Chan
                              6601 Lyons Road, Building A-7
                              Coconut Creek, FL  33073

      With a copy to (not
      constituting notice):   Sichenzia Ross Friedman Ference LLP
                              Attention: Darrin M. Ocasio, Esq.
                              1065 Avenue of the Americas
                              New York, NY 10018

Any notice being delivered within the continental United States shall be deemed
delivered upon (a) personal service, or (b) transmission via facsimile (with the
original thereof to be immediately sent via mail, postage prepaid), or (c) forty
eight (48) hours after the time of deposit in the mail, as the case may be. In
the event any Party changes its address, such change of address shall be
communicated to the other Party in the manner set forth in this Section.

            8.12. DEFINITION OF KNOWLEDGE. For the purposes of this Agreement,
the Company shall only be deemed to have "knowledge" of a particular fact or
other matter, if an executive officer of the Company is actually aware of such
fact or matter, or a reasonably prudent individual operating in the capacity of
an executive officer of the Company could be expected to discover or otherwise
become aware of such fact or matter in the ordinary course of fulfilling the
responsibilities of an executive officer.

            8.13. INTERPRETATION/REPRESENTATION. Wherever the context of this
Agreement requires, all words used in the singular shall be construed to have
been used in the plural, and vice versa, and the use of any gender specific
pronoun shall include any other appropriate gender. The term "person" shall
refer to any individual, corporation or legal entity having standing to bring an
action in its own name under applicable state law. The conjunctive "or" shall
mean "and/or" unless otherwise required by the context in which the conjunctive
"or" is used.

            8.14. SURVIVAL. The representations, warranties, covenants and
agreements made herein shall survive any investigation made by the Purchaser and
the closing of the transactions contemplated hereby to the extent provided
therein. All statements as to factual matters contained in any certificate or
other instrument delivered by or on behalf of the Company pursuant hereto in
connection with the transactions contemplated hereby shall be deemed to be
representations and warranties by the Company hereunder solely as of the date of
such certificate or instrument.

                                       17
<PAGE>

            8.15. SUCCESSORS. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, heirs, executors and administrators of the parties hereto and shall
inure to the benefit of and be enforceable by each person who shall be a holder
of the Securities from time to time, other than the holders of Common Stock
which has been sold by the Purchasers pursuant to Rule 144 or an effective
registration statement.

            8.16. AMENDMENT AND WAIVER.

                  (a) This Agreement may be amended or modified only upon the
            written consent of the Company and a majority in interest of the
            Purchasers.

                  (b) The obligations of the Company and the rights of the
            Purchasers under this Agreement may be waived only with the written
            consent of a majority in interest of the Purchasers.

                  (c) The obligations of the Purchasers and the rights of the
            Company under this Agreement may be waived only with the written
            consent of the Company.

            8.17. DELAYS OR OMISSIONS. It is agreed that no delay or omission to
exercise any right, power or remedy accruing to any party, upon any breach,
default or noncompliance by another party under this Agreement or the Related
Agreements, shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach, default or noncompliance, or any
acquiescence therein, or of or in any similar breach, default or noncompliance
thereafter occurring. All remedies, either under this Agreement or the Related
Agreements, by law or otherwise afforded to any party, shall be cumulative and
not alternative.


                [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


                                       18
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date set forth in the first paragraph hereof.


COMPANY:

THE SINGING MACHINE COMPANY, INC.
a Delaware corporation


/s/Yi Ping Chan
- ------------------------------
Yi Ping Chan, Interim Chief Executive Officer


PURCHASERS:

KONCEPTS INTERNATIONAL LIMITED


By: /s/ Lau Sak Hong
- ------------------------------
Name: Lau Sak Hong
Its: Chairman

Address: 5/F., Shing Dao Industrial Building
         232 Aberdeen Main Road
         Hong Kong


                                       19
<PAGE>

                                    EXHIBIT A

                                 FORM OF WARRANT


<PAGE>

                                    EXHIBIT B

                                 FORM OF WARRANT


<PAGE>

                                    EXHIBIT C

                                 FORM OF WARRANT


<PAGE>

                                    EXHIBIT D

                       CLOSING SHARE DISTRIBUTION SCHEDULE


<PAGE>

                                    EXHIBIT E

                          REGISTRATION RIGHTS AGREEMENT


<PAGE>


                                    EXHIBIT F

                         AMENDED ARTICLES (IF REQUIRED)


<PAGE>

               Schedule 4.1: Company and Subsidiary Identification

INTERNATIONAL SMC (HK) LTD  (A HONG KONG CORPORATION)
100% owned by The Singing Machine Company, Inc. (A Delaware corporation)
Office address: Suite 1210, Ocean Center, 5 Canton Road, Kowloon, Hong Kong


THE SINGING MACHINE HOLDINGS LTD. (A BVI CORPORATION)
100% owned by The Singing Machine Company, Inc.
Registered Office: C/O Trident Trust Company (B.V.I.) Limited, Trident
Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands

SMC (COMERCIAL OFFSHORE DE MACAU) LIMITADA (A MACAU CORPORATION)
100% owned by The Singing Machine Holdings Ltd.
Office address: Alameda Dr. Carlos d'Assumpcao, No. 263, Efificio China Civil
Plaza, 20 andar, Macau


<PAGE>

                     Schedule 4.2: Ownership of Subsidiaries


(See Above at Schedule 4.1)


<PAGE>


Schedule 4.3:  Capitalization and Voting Rights

      Issuing Date    Vesting Period  Fully Vested Date     Options  #Cancelled
                         (YR)
         9/11/2002                 3           09/10/05      90,000      60,000
        12/31/2002                 5           12/30/07     237,000     163,500
         1/24/2003                 1           01/24/04      10,000          --
          3/8/2003                 3           03/07/06     180,000          --
         4/18/2003                 5           04/16/08      10,000
        12/19/2003                 5           12/17/08     229,920      97,360
         1/23/2004                 5           01/21/09      32,000          --
          2/6/2004                 1           02/05/05      42,060      35,560
         2/26/2004                 1           02/25/05      60,000      20,000
         3/29/2004                 1           03/29/05      20,000          --
          4/5/2004                 5           04/04/09      50,000   50,000.00
         4/26/2004                 5           04/25/09      12,000          --
         9/30/2004                 5           09/29/09      50,000   50,000.00
        11/29/2004                 1           11/29/05      60,000          --
         12/1/2004                 1           12/01/05      40,000          --
          2/1/2005                 5           01/31/10      12,000          --
          5/9/2005                 3           05/08/08     621,000   50,000.00
         1/20/2006                 3           01/19/09      60,000          --
Total                                                     1,815,980     526,420
Total Option as of Feb 21, 2006                           1,289,560


Warrants as of Feb 21, 2006

Private Warrants                                 Issued     Vested   Expiration
                                                 ------     ------   ----------
Roth Capital Partners LLP     4.025  103,896   9/8/2003    9/8/2003    9/7/2006
Omicron Master Trust          4.025  285,714   9/8/2003    9/8/2003    9/7/2006
SF Capital Partners, Ltd.     4.025   57,143   9/8/2003    9/8/2003    9/7/2006
Bristol Investment Fund, Ltd. 4.025   34,286   9/8/2003    9/8/2003    9/7/2006
Ascend Offshore Fund, Ltd.    4.025   54,629   9/8/2003    9/8/2003    9/7/2006
Ascend Partners LP            4.025    6,651   9/8/2003    9/8/2003    9/7/2006
Ascend Partners Sapient LP    4.025   18,720   9/8/2003    9/8/2003    9/7/2006
                                         -

Omicron Master Trust           1.52   18,750   2/9/2004    2/9/2004    9/7/2006
SF Capital Partners, Ltd.      1.52    3,750   2/9/2004    2/9/2004    9/7/2006
Bristol Investment Fund, Ltd.  1.52    2,250   2/9/2004    2/9/2004    9/7/2006
Ascend Offshore Fund, Ltd.     1.52    3,585   2/9/2004    2/9/2004    9/7/2006
Ascend Partners LP             1.52      437   2/9/2004    2/9/2004    9/7/2006
Ascend Partners Sapient LP     1.52    1,229   2/9/2004    2/9/2004    9/7/2006
                                     =======
Unexercised Warrants                 591,040


<PAGE>

                            Schedule 4.5: Liabilities


None


<PAGE>

Schedule 4.6: Agreements

None


<PAGE>


                 Schedule 4.7: Obligations to Related Parties

None


<PAGE>


Schedule 4.8: Changes in Condition

None


<PAGE>


Schedule 4.9 TITLE TO PROPERTIES AND ASSETS; LIENS, ETC

Properties pledged as collateral to Crestmark Bank, a lender

All personal properties of The Singing Machine Company, Inc., which including:

      1)    Accounts receivable

      2)    Inventory

      3)    Chattel paper (N/A)

      4)    Equipment

      5)    Investment property (N/A)

      6)    Deposit account

      7)    General Intangible


   As of February 21, 2006. Our loan balance with the Crestmark Bank is zero.


<PAGE>


Schedule 4.13: Litigation

None


<PAGE>


                     Schedule 4.14: Tax Returns and Payments


As of February 21, 2006, International SMC (HK), Ltd. Owes Internal Revenue
Service (US) $137,475 for the income tax due for tax year ended March 31, 2003
before penalty and interest. The amount is included in our latest consolidated
financial statements filed with SEC dated February 14, 2006.



<PAGE>


                            Schedule 4.15: Employees

Employment Agreement with Alicia Haskamp


<PAGE>

Schedule 4.18 Insurance

Account 1602                    12/31/2005
Prepaid Insurance
<TABLE>
<CAPTION>
Agent                                   Policy #             Expiration            Total Premium

AIG - Gulf Coast Insurance -

<S>                             <C>     <C>               <C>                        <C>
Workers Comp - FL               WC      WC00681263400     10/17/2005-10/17/2006      $    28,606.00

Premium Assn Corp-Summit
Global - Directors &Office      D&O
                                        212645              11/10/05-11/10/06        $    176,750.00

The Hartford                    P&L     21UUNYY6200/         7/1/2005-7/1/06         $    44,329.31

                                        21XHUTT5984

Int'l Marine Underwriter        Cargo                        1/03/05 - 1/2/06           Monthly bill
</TABLE>



<PAGE>



Schedule 4.19: SEC Reporting

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v036479_ex10-2.txt
<TEXT>

                        REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement ("Agreement") is made and entered into
as of February 21, 2006, by and between The Singing Machine Company, Inc., a
Delaware corporation (the "Company"), and the purchasers of the Company's Common
Stock that are signatories hereto (each a "Purchaser" and collectively, the
"Purchasers").

      This Agreement is made pursuant to the Securities Purchase Agreement,
dated as of the date hereof, by and between the Purchasers and the Company (the
"Purchase Agreement"), and pursuant to the Warrants referred to therein.
Capitalized terms used but not defined herein shall have the meaning set forth
in the Purchase Agreement.

      The Company and the Purchasers hereby agree as follows:

      1. DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings:

      "COMMISSION" means the Securities and Exchange Commission.

      "COMMON STOCK" means shares of the Company's common stock, par value $0.01
per share.

      "EFFECTIVENESS DATE" means the 120th day following the Filing Date.

      "EFFECTIVENESS PERIOD" shall have the meaning set forth in Section 2(a).

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
any successor statute.

      "FILING DATE" means, with respect to the Registration Statement required
to be filed hereunder, a date no later than sixty (60) days following the date
hereof and, with respect to shares of Common Stock issuable to the Holder as a
result of adjustments to the conversion price of the exercise price of the
Warrants, pursuant to their respective terms, sixty (60) days after the
occurrence of such event or the date of such adjustment.

      "HOLDER" OR "HOLDERS" means the Purchasers or any of its affiliates or
transferees to the extent any of them hold Registrable Securities.

      "INDEMNIFIED PARTY" shall have the meaning set forth in Section 6(c).

      "INDEMNIFYING PARTY" shall have the meaning set forth in Section 6(c).

      "PERSON" means any individual, corporation, partnership, limited liability
company, or other legal entity.

      "PROCEEDING" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.


                                       1
<PAGE>

      "PROSPECTUS" means the prospectus included in the Registration Statement
(including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by the
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

      "REGISTRABLE SECURITIES" means the shares of Common Stock issued and/or
issuable upon the exercise of the Warrants.

      "REGISTRATION STATEMENT" means each registration statement required to be
filed hereunder, including the Prospectus.

      "RULE 144" means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

      "RULE 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

      "RULE 424" means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

      "SECURITIES ACT" means the Securities Act of 1933, as amended, and any
successor statute.

      "TRADING MARKET" means any of the NASD OTC Bulletin Board, NASDAQ Capital
Market, the NASDAQ National Market, the American Stock Exchange or the New York
Stock Exchange.

      "WARRANTS" means the Common Stock purchase warrants issued pursuant to the
Purchase Agreement.

      2. REGISTRATION.

            (a) On or prior to the Filing Date the Company shall prepare and
file with the Commission a Registration Statement covering the Registrable
Securities for an offering to be made on a continuous basis pursuant to Rule
415. The Registration Statement shall be on Form S-3 (except if the Company is
not then eligible to register for resale the Registrable Securities on Form S-3,
in which case such registration shall be on another appropriate form in
accordance herewith). The Company shall cause the Registration Statement to
become effective and remain effective as provided herein. The Company shall use
its reasonable commercial efforts to cause the Registration Statement to be
declared effective under the Securities Act as promptly as possible after the
filing thereof, but in any event no later than the Effectiveness Date. The
Company shall use its reasonable commercial efforts to keep the Registration
Statement continuously effective under the Securities Act until the date which
is the earlier date of when (i) all Registrable Securities have been sold or
(ii) all Registrable Securities may be sold immediately without registration
under the Securities Act and without volume restrictions pursuant to Rule
144(k), as determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the Company's
transfer agent and the affected Holders (the "Effectiveness Period").

                                       2
<PAGE>

            (b) If: (i) the Registration Statement is not filed on or prior to
the Filing Date; (ii) the Registration Statement is not declared effective by
the Commission by the Effectiveness Date; (iii) after the Registration Statement
is filed with and declared effective by the Commission, the Registration
Statement ceases to be effective (by suspension or otherwise) as to all
Registrable Securities to which it is required to relate at any time prior to
the expiration of the Effectiveness Period (without being succeeded immediately
by an additional registration statement filed and declared effective) for a
period of time which shall exceed 30 days in the aggregate per year or more than
20 consecutive calendar days (defined as a period of 365 days commencing on the
date the Registration Statement is declared effective); or (iv) the Common Stock
is not listed or quoted, or is suspended from trading on any Trading Market for
a period of three (3) consecutive Trading Days (provided the Company shall not
have been able to cure such trading suspension within 30 days of the notice
thereof or list the Common Stock on another Trading Market); (any such failure
or breach being referred to as an "Event," and for purposes of clause (i) or
(ii) the date on which such Event occurs, or for purposes of clause (iii) the
date which such 30 day or 20 consecutive day period (as the case may be) is
exceeded, or for purposes of clause (iv) the date on which such three (3)
Trading Day period is exceeded, being referred to as "Event Date"), then during
the period beginning on the Event Date and ending on (but not including) the
date that the applicable Event is cured, the Company shall pay to each Holder an
amount in cash, as liquidated damages and not as a penalty, equal to 1.0% for
each thirty (30) day period (prorated for partial periods on a daily basis) of
the Purchase Price of the Registrable Securities then held by such Holder and
the amount by which the Warrants are in the money. While such Event continues,
such liquidated damages shall be paid not less often than each thirty (30) days.
Any unpaid liquidated damages as of the date when an Event has been cured by the
Company shall be paid within five (5) days following the date on which such
Event has been cured by the Company.

            (c) Within three (3) business days following the date on which the
Registration Statement is declared effective by the Commission, and assuming no
stop-order has been issued with respect to the Registration Statement, the
Company shall furnish to each Holder: (x) a letter, dated such date, of outside
counsel representing the Company addressed to such Holder, confirming such
effectiveness and, to the knowledge of such counsel, the absence of any stop
order, and (y) in the case of an underwriting (or if the Commission deems such
Holder as an underwriter for disclosure purposes), (i) a copy of an opinion,
dated such date, of such outside counsel, in such form and substance as is
required to be given to the underwriters, and (ii) a letter addressed to such
Holder, dated such date, from the Company's independent certified public
accountants, in such form and substance as is required to be given by the
Company's independent certified public accountants to such underwriters.

      3. REGISTRATION PROCEDURES. If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:

            (a) prepare and file with the Commission such amendments and
supplements to the Registration Statement and the Prospectus used in connection
therewith as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities covered by the
Registration Statement and to keep such Registration Statement effective until
the expiration of the Effectiveness Period;

                                       3
<PAGE>

            (b) upon the effectiveness of the Registration Statement, furnish to
the Purchaser such number of copies of the Registration Statement and the
Prospectus included therein (including each preliminary Prospectus) as the
Purchaser reasonably may request to facilitate the public sale or disposition of
the Registrable Securities covered by the Registration Statement;

            (c) use its commercially reasonable efforts to register or qualify
the Purchaser's Registrable Securities covered by the Registration Statement
under the securities or "blue sky" laws of such jurisdictions within the United
States as the Purchaser may reasonably request, provided, however, that the
Company shall not for any such purpose be required to qualify generally to
transact business as a foreign corporation in any jurisdiction where it is not
so qualified or to consent to general service of process in any such
jurisdiction;

            (d) list the Registrable Securities covered by the Registration
Statement with any securities exchange on which the Common Stock of the Company
is then listed;

            (e) immediately notify the Purchaser at any time when a Prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event of which the Company has knowledge as a result of which
the Prospectus contained in such Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing; and

            (f) make available for inspection by the Purchasers and any
attorney, accountant or other agent retained by the Purchasers, upon reasonable
prior notice, all publicly available, non-confidential financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company's officers, directors and employees to supply all publicly
available, non-confidential information reasonably requested by the attorney,
accountant or agent of the Purchasers.

      4. OBLIGATIONS OF EACH HOLDER. In connection with the registration of
Registrable Securities pursuant to a Registration Statement, each Holder shall:

            (a) timely furnish to the Company in writing such information
regarding itself and the intended method of disposition of such Registrable
Securities as the Company shall reasonably request in order to effect the
registration thereof;

            (b) upon receipt of any notice from the Company of the happening of
any Discontinuation Event described in Section 7(d), immediately discontinue any
sale or other disposition of such Registrable Securities pursuant to such
Registration Statement until the filing of an amendment or supplement is
delivered to the Holder as described in Section 7(d), and use commercially
reasonable efforts to maintain the confidentiality of such notice and its
contents;

            (c) in the event of an underwritten offering of such Registrable
Securities in which such Holder participates, enter into a customary and
reasonable underwriting agreement and execute such other documents as the
Company and the managing underwriter for such offering may reasonably request;

                                       4
<PAGE>

            (d) notify the Company when it has sold all of the Registrable
Securities held by it; and

            (e) notify the Company in the event that any information supplied by
such Holder for inclusion in such Registration Statement or related prospectus
is untrue or omits to state a material fact required to be stated therein or
necessary to make such information not misleading in light of the circumstances
then existing; immediately discontinue any sale or other disposition of such
Registrable Securities pursuant to such Registration Statement until the filing
of an amendment or supplement to such prospectus as may be necessary so that
such prospectus does not contain an untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;
and use commercially reasonable efforts to assist the Company as may be
appropriate to make such amendment or supplement effective for such purpose.

      5. REGISTRATION EXPENSES. All expenses relating to the Company's
compliance with Sections 2 and 3 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses
(including reasonable counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD, transfer taxes, fees of
transfer agents and registrars, fees of, and disbursements incurred by, one
counsel for the Holders (to the extent such counsel is required due to Company's
failure to meet any of its obligations hereunder), are called "Registration
Expenses." All selling commissions applicable to the sale of Registrable
Securities, including any fees and disbursements of any special counsel to the
Holders beyond those included in Registration Expenses, are called "Selling
Expenses." The Company shall only be responsible for all Registration Expenses
and shall not be responsible for the Selling Expenses.

      6. INDEMNIFICATION.

            (a) In the event of a registration of any Registrable Securities
under the Securities Act pursuant to this Agreement, the Company will indemnify
and hold harmless the Purchasers, and their officers, directors and each other
person, if any, who controls the Purchasers within the meaning of the Securities
Act, against any losses, claims, damages or liabilities, joint or several, to
which the Purchasers, or such persons may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any Registration
Statement under which such Registrable Securities were registered under the
Securities Act pursuant to this Agreement, any preliminary Prospectus or final
Prospectus contained therein, or any amendment or supplement thereof, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and, subject to the provisions of Section 6(c) below,
will reimburse the Purchasers, and each such person for any reasonable legal (of
no more than one separate counsel) or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon: (i) an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with
information furnished by or on behalf of any Purchaser or any such person
specifically for use in any such document, or (ii) a failure of such person to
deliver or cause to be delivered the final Prospectus contained in the
Registration Statement and made available by the Company, if such delivery is
required by applicable law.

                                       5
<PAGE>

            (b) In the event of a registration of any Registrable Securities
under the Securities Act pursuant to this Agreement, each Purchaser will
indemnify and hold harmless the Company, and its officers, directors and each
other person, if any, who controls the Company within the meaning of the
Securities Act, against all losses, claims, damages or liabilities, joint or
several, to which the Company or such persons may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact which was
furnished by such Purchaser to the Company expressly for use in (and such
information is contained in) the Registration Statement under which such
Registrable Securities were registered under the Securities Act pursuant to this
Agreement, any preliminary Prospectus or final Prospectus contained therein, or
any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and,
subject to the provisions of Section 6(c) below, will reimburse the Company and
each such person for any reasonable legal (of no more than one separate counsel)
or other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action, provided, however, that such
Purchaser will be liable in any such case if and only to the extent that any
such loss, claim, damage or liability arises out of or is based upon (i) an
untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished to the Company by or on behalf of
such Purchaser specifically for use in any such document, or (ii) a failure of
such person to deliver or cause to be delivered the final Prospectus contained
in the Registration Statement and made available by the Company, if such
delivery is required by applicable law. Notwithstanding the provisions of this
paragraph, no Purchaser shall be required to indemnify any person or entity in
excess of the amount of the aggregate net proceeds received by such Purchaser in
respect of Registrable Securities in connection with any such registration under
the Securities Act.

            (c) Promptly after receipt by a party entitled to claim
indemnification hereunder (an "Indemnified Party") of notice of the commencement
of any action, such Indemnified Party shall, if a claim for indemnification in
respect thereof is to be made against a party hereto obligated to indemnify such
Indemnified Party (an "Indemnifying Party"), notify the Indemnifying Party in
writing thereof, but the omission so to notify the Indemnifying Party shall not
relieve it from any liability which it may have to such Indemnified Party other
than under this Section 6(c) and shall only relieve it from any liability which
it may have to such Indemnified Party under this Section 6(c) if and to the
extent the Indemnifying Party is prejudiced by such omission. In case any such
action shall be brought against any Indemnified Party and it shall notify the
Indemnifying Party of the commencement thereof, the Indemnifying Party shall be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel satisfactory to such Indemnified
Party, and, after notice from the Indemnifying Party to such Indemnified Party
of its election so to assume and undertake the defense thereof, the Indemnifying
Party shall not be liable to such Indemnified Party under this Section 6(c) for
any legal expenses subsequently incurred by such Indemnified Party in connection
with the defense thereof; if the Indemnified Party retains its own counsel, then
the Indemnified Party shall pay all fees, costs and expenses of such counsel,
provided, however, that, if the defendants in any such action include both the
indemnified party and the Indemnifying Party and the Indemnified Party shall
have reasonably concluded that there may be reasonable defenses available to it
which are different from or additional to those available to the Indemnifying
Party or if the interests of the Indemnified Party reasonably may be deemed to
conflict with the interests of the Indemnifying Party, the Indemnified Party
shall have the right to select one separate counsel and to assume such legal
defenses and otherwise to participate in the defense of such action, with the
reasonable expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the Indemnifying Party as incurred.

                                       6
<PAGE>

            (d) In order to provide for just and equitable contribution in the
event of joint liability under the Securities Act in any case in which either:
(i) a Purchaser, or any officer, director or controlling person of a Purchaser,
makes a claim for indemnification pursuant to this Section 6 but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 6 provides for indemnification in
such case, or (ii) contribution under the Securities Act may be required on the
part of such Purchaser or such officer, director or controlling person of such
Purchaser in circumstances for which indemnification is provided under this
Section 6; then, and in each such case, the Company and such Purchaser will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (after contribution from others) in such proportion so that such
Purchaser is responsible only for the portion represented by the percentage that
the public offering price of its securities offered by the Registration
Statement bears to the public offering price of all securities offered by such
Registration Statement, provided, however, that, in any such case, (A) such
Purchaser will not be required to contribute any amount in excess of the public
offering price of all such securities offered by it pursuant to such
Registration Statement; and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 10(f) of the Act) will be
entitled to contribution from any person or entity who was not guilty of such
fraudulent misrepresentation.

      7. MISCELLANEOUS.

            (a) Remedies. In the event of a breach by the Company or by a
Holder, of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise
all rights granted by law and under this Agreement, including recovery of
damages, will be entitled to specific performance of its rights under this
Agreement.

            (b) No Piggyback on Registrations. Except as and to the extent
specified in Schedule 7(b) hereto, neither the Company nor any of its security
holders (other than the Holders in such capacity pursuant hereto) may include
securities of the Company in any Registration Statement other than the
Registrable Securities, and the Company shall not after the date hereof enter
into any agreement providing any such right for inclusion of shares in the
Registration Statement to any of its security holders. Except as and to the
extent specified in Schedule 7(b) hereto, the Company has not previously entered
into any agreement granting any registration rights with respect to any of its
securities to any Person that have not been fully satisfied.

            (c) Compliance. Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it in connection with sales of Registrable Securities pursuant to the
Registration Statement.

                                       7
<PAGE>

            (d) Discontinued Disposition. Each Holder agrees by its acquisition
of such Registrable Securities that, upon receipt of a notice from the Company
of the occurrence of a Discontinuation Event (as defined below), such Holder
will forthwith discontinue disposition of such Registrable Securities under the
applicable Registration Statement until such Holder's receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this
paragraph. For purposes of this Section 7(d), a "Discontinuation Event" shall
mean (i) when the Commission notifies the Company whether there will be a
"review" of such Registration Statement and whenever the Commission comments in
writing on such Registration Statement (the Company shall provide true and
complete copies thereof and all written responses thereto to each of the
Holders); (ii) any request by the Commission or any other Federal or state
governmental authority for amendments or supplements to such Registration
Statement or Prospectus or for additional information; (iii) the issuance by the
Commission of any stop order suspending the effectiveness of such Registration
Statement covering any or all of the Registrable Securities or the initiation of
any Proceedings for that purpose; (iv) the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and/or (v) the occurrence of any event or passage of time that makes
the financial statements included in such Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.

            (e) Piggy-Back Registrations. If at any time during the
Effectiveness Period there is not an effective Registration Statement covering
all of the Registrable Securities and the Company shall determine to prepare and
file with the Commission a registration statement relating to an offering for
its own account or the account of others under the Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the Securities Act) or their then equivalents relating to equity securities to
be issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen (15) days after receipt of such notice, any
such Holder shall so request in writing, the Company shall use its best efforts
to include in such registration statement all or any part of such Registrable
Securities such holder requests to be registered to the extent the Company may
do so without violating registration rights of others which exist as of the date
of this Agreement, subject to customary underwriter cutbacks applicable to all
holders of registration rights and subject to obtaining any required the consent
of any selling stockholder(s) to such inclusion under such registration
statement. The Company shall have a right to postpone, delay or withdraw any
registration pursuant to this Section 7(e) without obligation to the Holder.

            (f) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the same shall be in writing and signed by the Company
and the Holders of at least two-thirds (2/3) of the then outstanding Registrable
Securities (without regard to any limitation on conversion or exercise of the
Registrable Securities). Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of certain Holders and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities to which such waiver or consent
relates; provided, however, that the provisions of this sentence may not be
amended, modified, or supplemented except in accordance with the provisions of
the immediately preceding sentence.

                                       8
<PAGE>

            (g) Notices. Any notice or request hereunder may be given to the
Company or the Purchasers at the respective addresses set forth in the Purchase
Agreement or as may hereafter be specified in a notice designated as a change of
address under this Section 7(g). Any notice or request hereunder shall be given
by registered or certified mail, return receipt requested, hand delivery,
overnight mail, Federal Express or other national overnight next day carrier
(collectively, "Courier") or telecopy (confirmed by mail). Notices and requests
shall be, in the case of those by hand delivery, deemed to have been given when
delivered to any party to whom it is addressed, in the case of those by mail or
overnight mail, deemed to have been given three (3) business days after the date
when deposited in the mail or with the overnight mail carrier, in the case of a
Courier, the next business day following timely delivery of the package with the
Courier, and, in the case of a telecopy, when confirmed.

            (h) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties and shall inure to the benefit of each Holder. The Company may not
assign its rights or obligations hereunder without the prior written consent of
each Holder. Each Holder may assign their respective rights hereunder in
connection with the transfer of the Shares or Warrants as long as: (i) the
Company is, within a reasonable period of time following such transfer,
furnished with written notice of the name and address of such transferee, (ii)
the transferee agrees in writing with the Company to be bound by all of the
provisions hereof, and (iii) such transfer is made in accordance with the
applicable requirements of the Purchase Agreement and with the prior consent of
the Company, which consent shall not be unreasonably withheld; provided,
however, that the registration rights granted in this Agreement shall not be
transferred to any person or entity that receives any Shares, Warrants or
Registrable Securities in a public transaction pursuant to an effective
registration statement under the Securities Act or pursuant to Rule 144.

            (i) Execution and Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

            (j) Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York,
without regard to the principles of conflicts of law thereof. Each party hereto
hereby irrevocably waives personal service of process and consents to process
being served in any such Proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby. If either party shall
commence a Proceeding to enforce any provisions of a Transaction Document, then
the prevailing party in such Proceeding shall be reimbursed by the other party
for its reasonable attorney's fees and other costs and expenses incurred with
the investigation, preparation and prosecution of such Proceeding.

                                       9
<PAGE>

            (k) Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

            (l) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

            (m) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.


                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       10
<PAGE>


      IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


COMPANY:

THE SINGING MACHINE COMPANY, INC.


/s/Yi Ping Chan
- ------------------------------
Yi Ping Chan, Interim Chief Executive Officer


HOLDERS:

KONCEPTS INTERNATIONAL LIMITED


By: /s/ Lau Sak Hong
- ------------------------------
Name: Lau Sak Hong
Its: Chairman



                                       11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>v036479_ex10-3.txt
<TEXT>
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                        THE SINGING MACHINE COMPANY, INC.



Issue Date:  February 21, 2006                                     Warrant No. 1


      THIS CERTIFIES that koncepts International Limited or any subsequent
holder hereof (the "Holder"), has the right to purchase from THE SINGING MACHINE
COMPANY, INC., a Delaware corporation (the "Company"), up to 2,500,000 fully
paid and nonassessable shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), subject to adjustment as provided herein, at a price
per share equal to the Exercise Price (as defined below), at any time beginning
on the date hereof (the "the "Issue Date") and ending at 6:00 p.m., eastern
time, on the date that is the First anniversary of the Issue Date (the
"Expiration Date").

      1. Exercise.

      (a) Right to Exercise. The Holder shall have the right to exercise this
Warrant at any time and from time to time during the period beginning on the
Issue Date and ending on the Expiration Date as to all or any part of the shares
of Common Stock covered hereby (the "Warrant Shares").

      (b) Exercise Price. The "Exercise Price" for each Warrant Share purchased
by the Holder upon the exercise of this Warrant shall be equal to $0.233,
subject to adjustment for the events specified in Section 4 below; provided,
however that if required by law, until this Warrant, the Securities Purchase
Agreement between the Company and Holder dated as of the date hereof (the
"Securities Purchase Agreement") and the transactions contemplated herein and
therein are approved by the holders of a majority of the outstanding shares of
capital stock of the Company entitled to vote ("Shareholder Approval"), , other
than as a result of adjustments for the events specified in Section 4(a) below.
Payment of the Exercise Price is made in cash or by certified or official bank
check payable to the order of the Company equal to the applicable aggregate
Exercise Price for the number of Common Shares specified in such Exercise Notice
(as defined below) (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the Holder
per the terms of this Warrant).


<PAGE>


      (c) Exercise Notice. In order to exercise this Warrant, the Holder shall
send by facsimile transmission, at any time prior to 6:00 p.m., eastern time, on
the business day (which means any day other than a Saturday, a Sunday or a day
which commercial banks located in New York City are permitted by law to close)
on which the Holder wishes to effect such exercise (the "Exercise Date"), to the
Company an executed copy of the notice of exercise in the form attached hereto
as Exhibit A (the "Exercise Notice"), the original Warrant and the Exercise
Price, which shall not be required if the Exercise Notice indicates the Holder's
election to effect a cashless exercise. The Exercise Notice shall also state the
name or names (with address) in which the shares of Common Stock that are
issuable on such exercise shall be issued. In the case of a dispute as to the
calculation of the Exercise Price or the number of Warrant Shares issuable
hereunder (including, without limitation, the calculation of any adjustment
pursuant to Section 6 below), the Company shall promptly issue to the Holder the
number of Warrant Shares that are not disputed and shall submit the disputed
calculations to a certified public accounting firm of national recognition
(other than the Company's independent accountants), reasonably acceptable to
Holder, within two (2) business days following the date on which the Exercise
Notice is delivered to the Company. The Company shall cause such accountant to
calculate the Exercise Price and/or the number of Warrant Shares issuable
hereunder and to notify the Company and the Holder of the results in writing no
later than three (3) business days following the day on which such accountant
received the disputed calculations (the "Dispute Procedure"). Such accountant's
calculation shall be deemed conclusive absent manifest error. The fees of any
such accountant shall be borne by the party whose calculations were most at
variance with those of such accountant.

      (d) Limitations on Exercise. Notwithstanding anything to the contrary
contained herein, and only if required by law, until Shareholder Approval is
obtained, no holder of this Warrant shall be entitled to exercise this Warrant,
if after exercise such holder will, with the shares of Common Stock issued on
exercise and any other shares of the Company's Common Stock then held by such
holder, hold more than 19.99% of the outstanding Common Stock or voting power of
the Company on the date of such exercise.

      (e) Holder of Record. The Holder shall, for all purposes, be deemed to
have become the holder of record of the Warrant Shares specified in an Exercise
Notice on the Exercise Date specified therein, irrespective of the date of
delivery of such Warrant Shares. Except as specifically provided herein, nothing
in this Warrant shall be construed as conferring upon the Holder hereof any
rights as a stockholder of the Company prior to the Exercise Date.

      (f) Cancellation of Warrant. This Warrant shall be canceled upon its
exercise and, if this Warrant is exercised in part, the Company shall, at the
time that it delivers Warrant Shares to the Holder pursuant to such exercise as
provided herein, issue a new warrant, and deliver to the Holder a certificate
representing such new warrant, with terms identical in all respects to this
Warrant (except that such new warrant shall be exercisable into the number of
shares of Common Stock with respect to which this Warrant shall remain
unexercised); provided, however, that the Holder shall be entitled to exercise
all or any portion of such new warrant at any time following the time at which
this Warrant is exercised, regardless of whether the Company has actually issued
such new warrant or delivered to the Holder a certificate therefor.


                                       2
<PAGE>


      2. Delivery of Warrant Shares Upon Exercise. Upon receipt of an Exercise
Notice pursuant to Section 1 above, the Company shall: (a) no later than the
close of business on the later to occur of (i) the third (3rd) business day
following the Exercise Date set forth in such Exercise Notice and (ii) such
later date on which the Company shall have received payment of the Exercise
Price, and (b) with respect to Warrant Shares that are the subject of a Dispute
Procedure, the close of business on the third (3rd) business day following the
determination made pursuant to Section 1(b) (each of the dates specified in (A)
or (B) being referred to as a "Delivery Date"), issue and deliver or caused to
be delivered to the Holder the number of Warrant Shares as shall be determined
as provided herein. The Company shall effect delivery of Warrant Shares to the
Holder by, as long as the Transfer Agent participates in the Depository Trust
Company ("DTC") Fast Automated Securities Transfer program ("FAST"), crediting
the account of the Holder or its nominee at DTC (as specified in the applicable
Exercise Notice) with the number of Warrant Shares required to be delivered, no
later than the close of business on such Delivery Date. In the event that the
Transfer Agent is not a participant in FAST, or if the Warrant Shares are not
otherwise eligible for delivery through FAST, or if the Holder so specifies in
an Exercise Notice or otherwise in writing on or before the Exercise Date, the
Company shall effect delivery of Warrant Shares by delivering to the Holder or
its nominee physical certificates representing such Warrant Shares, no later
than the close of business on such Delivery Date.

      3. Failure to Deliver Warrant Shares.

      (a) In the event that the Company fails for any reason to deliver to the
Holder the number of Warrant Shares specified in the applicable Exercise Notice
on or before the Delivery Date therefor (an "Exercise Default"), and such
default continues for seven (7) business days following delivery of a written
notice of such default by the Holder to the Company, the Company shall pay to
the Holder payments ("Exercise Default Payments") in the amount of: (i) (N/365)
multiplied by (ii) the aggregate Exercise Price of the Warrant Shares which are
the subject of such Exercise Default multiplied by (iii) the lower of ten
percent (10%) and the maximum rate permitted by applicable law (the "Default
Interest Rate"), where "N" equals the number of days elapsed between the
original Delivery Date of such Warrant Shares and the date on which all of such
Warrant Shares are issued and delivered to the Holder. Cash amounts payable
hereunder shall be paid on or before the fifth (5th) business day of the
calendar month following the calendar month in which such amount has accrued.

      (b) In the event that the Holder has not received certificates
representing the Warrant Shares by the seventh (7th) business day following an
Exercise Default, the Holder may notify the Company in writing of its election
to revoke the Exercise Notice that is the subject of such default, in which
case, effective as of the date of such revocation notice, such Exercise Notice
shall be deemed rescinded and of no further force or effect.


                                       3
<PAGE>


      (c) Nothing herein shall limit the Holder's right to pursue actual damages
for the Company's failure to issue and deliver Warrant Shares on the applicable
Delivery Date (including, without limitation, damages relating to any purchase
of Common Stock by the Holder to make delivery on a sale effected in
anticipation of receiving Warrant Shares upon exercise, such damages to be in an
amount equal to: (a) the aggregate amount paid by the Holder for the Common
Stock so purchased minus (b) the aggregate amount of net proceeds, if any,
received by the Holder from the sale of the Warrant Shares issued by the Company
pursuant to such exercise), and the Holder shall have the right to pursue all
remedies available to it at law or in equity (including, without limitation, a
decree of specific performance and/or injunctive relief); provided, however,
that, in the event, following an Exercise Default, the Company delivers to the
Holder the Warrant Shares that are required to be issued by the Company pursuant
to such exercise, the Holder shall use commercially reasonable efforts to sell
such shares promptly following such delivery.

      4. Anti-Dilution Adjustments; Distributions; Other Events. The Exercise
Price and the number of Warrant Shares issuable hereunder shall be subject to
adjustment from time to time as provided in this Section 6. In the event that
any adjustment of the Exercise Price or the number of Warrant Shares as required
herein results in a fraction of a cent or fraction of a share, as applicable,
such Exercise Price or number of Warrant Shares shall be rounded up or down to
the nearest cent or share, as applicable.

      (a) Subdivision or Combination of Common Stock. If the Company, at any
time after the Issue Date, subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) its shares of
Common Stock into a greater number of shares, then after the date of record for
effecting such subdivision, the Exercise Price in effect immediately prior to
such subdivision will be proportionately reduced. Any adjustment made pursuant
to the foregoing sentence that results in a decrease in the Exercise Price shall
also effect a proportional increase in the number of Warrant Shares into which
this Warrant is exercisable. If the Company, at any time after the initial
issuance of this Warrant, combines (by reverse stock split, recapitalization,
reorganization, reclassification or otherwise) its shares of Common Stock into a
smaller number of shares, then, after the date of record for effecting such
combination, the Exercise Price in effect immediately prior to such combination
will be proportionally increased. Any adjustment made pursuant to the foregoing
sentence that results in an increase in the Exercise Price shall also effect a
proportional decrease in the number of Warrant Shares into which this Warrant is
exercisable.

      (b) Distributions. If the Company shall declare or make any distribution
of its assets (or rights to acquire its assets) to holders of Common Stock as a
partial liquidating dividend or otherwise (including any dividend or
distribution to the Company's stockholders in cash or shares (or rights to
acquire shares) of capital stock of a subsidiary) (a "Distribution"), the
Company shall deliver written notice of such Distribution (a "Distribution
Notice") to the Holder at least five (5) business days prior to the earlier to
occur of (i) the record date for determining stockholders entitled to such
Distribution (the "Record Date") and (ii) the date on which such Distribution is
made (the "Distribution Date"). The Holder shall be entitled to receive the same
amount and type of assets being distributed in such Distribution as though the
Holder were a holder on the Record Date therefor of a number of shares of Common
Stock into which this Warrant is exercisable as of such Record Date (such number
of shares to be determined at the Exercise Price then in effect and without
giving effect to any limitations on such exercise contained in this Warrant or
the Subscription Agreement).


                                       4
<PAGE>


      (c) Dilutive Issuances.

          (i) Adjustment Upon Dilutive Issuance. If, at any time after the Issue
Date, the Company issues or sells, or in accordance with subparagraph (ii) of
this Section 4(c), is deemed to have issued or sold, any shares of Common Stock
for no consideration or for a consideration per share less than the Exercise
Price on the date of such issuance or sale (or deemed issuance or sale) (a
"Dilutive Issuance"), then effective immediately upon the Dilutive Issuance, the
Exercise Price shall be adjusted so as to equal an amount determined by
multiplying such Exercise Price by the following fraction:


                   N0 + N1
                   -------
                   N0 + N2

       where:

                           N0       = the number of shares of Common Stock
                                    outstanding immediately prior to the
                                    issuance, sale or deemed issuance or sale of
                                    such additional shares of Common Stock in
                                    such Dilutive Issuance without taking into
                                    account any shares of Common Stock issuable
                                    upon conversion, exchange or exercise of any
                                    securities or other instruments which are
                                    convertible into or exercisable or
                                    exchangeable for Common Stock ("Convertible
                                    Securities") or options, warrants or other
                                    rights to purchase or subscribe for Common
                                    Stock or Convertible Securities ("Purchase
                                    Rights");

                           N1       = the number of shares of Common Stock which
                                    the aggregate consideration, if any,
                                    received or receivable by the Company for
                                    the total number of such additional shares
                                    of Common Stock so issued, sold or deemed
                                    issued or sold in such Dilutive Issuance
                                    (which, in the case of a deemed issuance or
                                    sale, shall be calculated in accordance with
                                    subparagraph (ii) below) would purchase at
                                    the Exercise Price in effect immediately
                                    prior to such Dilutive Issuance; and

                           N2       = the number of such additional shares of
                                    Common Stock so issued, sold or deemed
                                    issued or sold in such Dilutive Issuance.

      Notwithstanding the foregoing, no adjustment shall be made pursuant hereto
if such adjustment would result in an increase in the Exercise Price.

          (ii) Effect On Exercise Price Of Certain Events. For purposes of
determining the adjusted Exercise Price under subparagraph (i) of this Section
4(c), the following will be applicable:


                                       5
<PAGE>


            (A) Issuance Of Purchase Rights. If the Company issues or sells any
Purchase Rights, whether or not immediately exercisable, and the price per share
for which Common Stock is issuable upon the exercise of such Purchase Rights
(and the price of any conversion of Convertible Securities, if applicable) is
less than the Exercise Price in effect on the date of issuance or sale of such
Purchase Rights, then the maximum total number of shares of Common Stock
issuable upon the exercise of all such Purchase Rights (assuming full
conversion, exercise or exchange of Convertible Securities, if applicable)
shall, as of the date of the issuance or sale of such Purchase Rights, be deemed
to have been issued and sold by the Company for such price per share. For
purposes of the preceding sentence, the "price per share for which Common Stock
is issuable upon the exercise of such Purchase Rights" shall be determined by
dividing (x) the total amount, if any, received or receivable by the Company as
consideration for the issuance or sale of all such Purchase Rights, plus the
minimum aggregate amount of additional consideration, if any, payable to the
Company upon the exercise of all such Purchase Rights, plus, in the case of
Convertible Securities issuable upon the exercise of such Purchase Rights, the
minimum aggregate amount of additional consideration payable upon the
conversion, exercise or exchange of all such Convertible Securities (determined
in accordance with the calculation method set forth in subparagraph (ii)(D)
below), by (y) the maximum total number of shares of Common Stock issuable upon
the exercise of all such Purchase Rights (assuming full conversion, exercise or
exchange of Convertible Securities, if applicable). Except as provided in
Section 6(c)(ii)(C) hereof, no further adjustment to the Exercise Price shall be
made upon the actual issuance of such Common Stock upon the exercise of such
Purchase Rights or upon the conversion, exercise or exchange of Convertible
Securities issuable upon exercise of such Purchase Rights.

            (B) Issuance Of Convertible Securities. If the Company issues or
sells any Convertible Securities, whether or not immediately convertible,
exercisable or exchangeable, and the price per share for which Common Stock is
issuable upon such conversion, exercise or exchange is less than the Exercise
Price in effect on the date of issuance or sale of such Convertible Securities,
then the maximum total number of shares of Common Stock issuable upon the
conversion, exercise or exchange of all such Convertible Securities shall, as of
the date of the issuance or sale of such Convertible Securities, be deemed to
have been issued and sold by the Company for such price per share. For the
purposes of the immediately preceding sentence, the "price per share for which
Common Stock is issuable upon such conversion, exercise or exchange" shall be
determined by dividing (A) the total amount, if any, received or receivable by
the Company as consideration for the issuance or sale of all such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Company upon the conversion, exercise or exchange of all
such Convertible Securities (determined in accordance with the calculation
method set forth in subparagraph (ii)(D)), by (B) the maximum total number of
shares of Common Stock issuable upon the exercise, conversion or exchange of all
such Convertible Securities. Except as provided in Section 6(c)(ii)(C) hereof,
no further adjustment to the Exercise Price shall be made upon the actual
issuance of such Common Stock upon conversion, exercise or exchange of such
Convertible Securities.


                                       6
<PAGE>


            (C) Change In Option Price Or Conversion Rate. If there is a change
at any time in (x) the purchase price or amount of additional consideration
payable to the Company upon the exercise of any Purchase Rights; (y) the amount
of additional consideration, if any, payable to the Company upon the conversion,
exercise or exchange of any Convertible Securities the adjustment for which is
not otherwise covered under Section 6(c)(ii)(B) above; or (z) the rate at which
any Convertible Securities are convertible into or exercisable or exchangeable
for Common Stock, then in any such case, the Exercise Price in effect at the
time of such change shall be readjusted to the Exercise Price which would have
been in effect at such time had such Purchase Rights or Convertible Securities
still outstanding provided for such changed purchase price, additional
consideration or changed conversion, exercise or exchange rate, as the case may
be, at the time initially issued or sold.

            (D) Calculation Of Consideration Received. If any Common Stock,
Purchase Rights or Convertible Securities are issued or sold for cash, the
consideration received therefor will be the amount received by the Company
therefor, after deduction of all underwriting discounts or allowances in
connection with such issuance, grant or sale. In case any Common Stock, Purchase
Rights or Convertible Securities are issued or sold for a consideration part or
all of which shall be other than cash, including in the case of a strategic or
similar arrangement in which the other entity will provide services to the
Company, purchase services from the Company or otherwise provide intangible
consideration to the Company, the amount of the consideration other than cash
received by the Company (including the net present value of the consideration
expected by the Company for the provided or purchased services) shall be the
fair market value of such consideration, except where such consideration
consists of securities, in which case the amount of consideration received by
the Company will be the average of the last sale prices thereof on the principal
market for such securities during the period of ten Trading Days immediately
preceding the date of receipt. In case any Common Stock, Purchase Rights or
Convertible Securities are issued in connection with any merger or consolidation
in which the Company is the surviving corporation, the amount of consideration
therefor will be deemed to be the fair market value of such portion of the net
assets and business of the non-surviving corporation as is attributable to such
Common Stock, Purchase Rights or Convertible Securities, as the case may be. The
independent members of the Company's Board of Directors shall calculate
reasonably and in good faith, using standard commercial valuation methods
appropriate for valuing such assets, the fair market value of any consideration
other than cash or securities; provided, however, that if the Holder does not
agree to such fair market value calculation within three business days after
receipt thereof from the Company, then such fair market value shall be
determined in good faith by an investment banker or other appropriate expert of
national reputation selected by the Holder and reasonably acceptable to the
Company, with the costs of such appraisal to be borne by the Company.

          (iii) Exceptions To Adjustment Of Exercise Price. Notwithstanding the
foregoing, no adjustment to the Exercise Price shall be made pursuant to this
Section 6(c) upon the issuance of any Excluded Securities. For purposes hereof,
"Excluded Securities" means (1) securities purchased under the Securities
Purchaser Agreement; (2) securities issued upon conversion or exercise of the
Warrants (as defined in the Securities Purchase Agreement); (3) shares of Common
Stock issuable or issued to employees, consultants or directors from time to
time upon the exercise of options, in such case granted or to be granted in the
discretion of the Board of Directors pursuant to one or more stock option plans
or restricted stock plans in effect as of the Issue Date; (4) shares of Common
Stock issued in connection with any stock split, stock dividend or
recapitalization of the Company; (5) securities issued upon conversion of
outstanding shares of the Company's Convertible Preferred Stock outstanding as
of the date of this Warrant, if any, provided that the terms of such preferred
stock have not been amended since the date hereof; (6) securities issued upon
conversion or exercise of Debentures or Warrants issued under the Securities
Purchase Agreement, dated as of August 20., 2003 and (7) 1,820,600 shares
issuable upon exercise of currently outstanding warrants and options listed on
Schedule 1 hereto.


                                       7
<PAGE>


          (iv) Notice Of Adjustments. Upon the occurrence of each adjustment or
readjustment of the Exercise Price pursuant to this Section 4 resulting in a
change in the Exercise Price by more than one percent (1%), or any change in the
number or type of stock, securities and/or other property issuable upon exercise
of this Warrant, the Company, at its expense, shall promptly compute such
adjustment or readjustment or change and prepare and furnish to the Holder a
certificate setting forth such adjustment or readjustment or change and showing
in detail the facts upon which such adjustment or readjustment or change is
based. The Company shall, upon the written request at any time of the Holder,
furnish to the Holder a like certificate setting forth: (i) such adjustment or
readjustment or change, (ii) the Exercise Price at the time in effect and (iii)
the number of shares of Common Stock and the amount, if any, of other securities
or property which at the time would be received upon exercise of this Warrant.

      (a) Major Transactions. In the event of a merger, consolidation, business
combination, tender offer, exchange of shares, recapitalization, reorganization,
redemption or other similar event, as a result of which shares of Common Stock
of the Company shall be changed into the same or a different number of shares of
the same or another class or classes of stock or securities or other assets of
the Company or another entity or the Company shall sell all or substantially all
of its assets (each of the foregoing being a "Major Transaction"), the Company
will give the Holder at least twenty (20) days written notice prior to the
closing of such Major Transaction in a manner that does not constitute
disclosure of material non-public information (unless otherwise previously
consented to in writing by the Holder), and: (i) the Holder shall be permitted
to exercise this Warrant in whole or in part at any time prior to the record
date for the receipt of such consideration and shall be entitled to receive, for
each share of Common Stock issuable to Holder for such exercise, the same per
share consideration payable to the other holders of Common Stock in connection
with such Major Transaction, and (ii) if and to the extent that the Holder
retains any portion of this Warrant following such record date, the Company will
cause the surviving or, in the event of a sale of assets, purchasing entity, as
a condition precedent to such Major Transaction, to assume the obligations of
the Company under this Warrant, with such adjustments to the Exercise Price and
the securities covered hereby as may be necessary in order to preserve the
economic benefits of this Warrant to the Holder.

      (b) Adjustments; Additional Shares, Securities or Assets. In the event
that at any time, as a result of an adjustment made pursuant to this Section 4,
the Holder of this Warrant shall, upon exercise of this Warrant, become entitled
to receive securities or assets (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock shall be deemed to
refer to and include such shares and/or other securities or assets; and
thereafter the number of such shares and/or other securities or assets shall be
subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 6.


                                       8
<PAGE>


      5. Fractional Interests.

      No fractional shares or scrip representing fractional shares shall be
issuable upon the exercise of this Warrant, but on exercise of this Warrant, the
Holder hereof may purchase only a whole number of shares of Common Stock. If, on
exercise of this Warrant, the Holder hereof would be entitled to a fractional
share of Common Stock or a right to acquire a fractional share of Common Stock,
the Company shall, in lieu of issuing any such fractional share, pay to the
Holder an amount in cash equal to the product resulting from multiplying such
fraction by the market price as of the Exercise Date.

      6. Transfer of this Warrant.

      The Holder may sell, transfer, assign, pledge or otherwise dispose of this
Warrant, in whole or in part, as long as such sale or other disposition is made
pursuant to an effective registration statement or an exemption from the
registration requirements of the Securities Act. Upon such transfer or other
disposition, the Holder shall deliver this Warrant to the Company together with
a written notice to the Company, substantially in the form of the Transfer
Notice attached hereto as Exhibit B (the "Transfer Notice"), indicating the
person or persons to whom this Warrant shall be transferred and, if less than
all of this Warrant is transferred, the number of Warrant Shares to be covered
by the part of this Warrant to be transferred to each such person. Within three
(3) business days of receiving a Transfer Notice and the original of this
Warrant, the Company shall deliver to the each transferee designated by the
Holder a Warrant or Warrants of like tenor and terms for the appropriate number
of Warrant Shares and, if less than all this Warrant is transferred, shall
deliver to the Holder a Warrant for the remaining number of Warrant Shares.

      7. Benefits of this Warrant.

      This Warrant shall be for the sole and exclusive benefit of the Holder of
this Warrant and nothing in this Warrant shall be construed to confer upon any
person other than the Holder of this Warrant any legal or equitable right,
remedy or claim hereunder.

      8. Loss, Theft, Destruction or Mutilation of Warrant.

      Upon receipt by the Company of evidence of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
indemnity reasonably satisfactory to the Company, and upon surrender of this
Warrant, if mutilated, the Company shall execute and deliver a new Warrant of
like tenor and date.

      9. Notice or Demands.

      Any notice, demand or request required or permitted to be given by the
Company or the Holder pursuant to the terms of this Warrant shall be in writing
and shall be deemed delivered (i) when delivered personally or by verifiable
facsimile transmission, unless such delivery is made on a day that is not a
business day, in which case such delivery will be deemed to be made on the next
succeeding business day, (ii) on the next business day after timely delivery to
an overnight courier and (iii) on the business day actually received if
deposited in the U.S. mail (certified or registered mail, return receipt
requested, postage prepaid), addressed as follows:


                                       9
<PAGE>


                  If to the Company:

                  The Singing Machine Company, Inc.
                  6601 Lyons Road, Building A-7
                  Coconut Creek, FL 33073
                  Attn: Yi Ping Chan
                  Tel: (954) 596-1000
                  Fax: (954) 596-2000

                  with a copy (not constituting notice) to:

                  Sichenzia Ross Friedman Ference LLP
                  1065 Avenue of the Americas
                  New York, NY 10018
                  Attention: Darrin M. Ocasio, Esq.
                  Tel:  (212) 930-9700
                  Fax: (212) 930-9725

                  If to Holder:

                  At the address set forth below Holder's signature on the
                  Securities Purchase Agreement.

                  with a copy (not constituting notice) to:

                  Handal & Associates
                  1200 Third Avenue, Suite 1321
                  San Diego, CA 92101-4111
                  Attn:  Anton Handal, Esq.
                  Tel:  (619) 544-6400
                  Fax:  (619) 696-0323

      10. Attorney's Fees. In the event any litigation, arbitration, mediation,
or other proceeding ("Proceeding") is initiated by any party(ies) against any
other party(ies) to enforce, interpret or otherwise obtain judicial or
quasi-judicial relief in connection with this Agreement, the prevailing
party(ies) in such Proceeding shall be entitled to recover from the unsuccessful
party(ies) all costs, expenses, actual attorney's and expert witness fees,
relating to or arising out of: (i) such Proceeding (whether or not such
Proceeding proceeds to judgment), and (ii) any post-judgment or post-award
proceeding including, without limitation, one to enforce any judgment or award
resulting from any such Proceeding. Any such judgment or award shall contain a
specific provision for the recovery of all such subsequently incurred costs,
expenses, actual attorney and expert witness fees.


                                       10
<PAGE>


      11. Applicable Law.

      This Warrant is issued under and shall for all purposes be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within the State of New York.

      12. Amendments.

      No amendment, modification or other change to, or waiver of any provision
of, this Warrant may be made unless such amendment, modification or change is
set forth in writing and is signed by the Company and the Holder.

      13. Entire Agreement.

      This Warrant, the Securities Purchase Agreement and the Registration
Rights Agreement, and the schedules and exhibits hereto and thereto, constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. This
Warrant, the Securities Purchase Agreement and the Registration Rights Agreement
supersede all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof.

      14. Headings.

      The headings in this Warrant are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.



                           [Signature Page to Follow]


                                       11
<PAGE>


      IN WITNESS WHEREOF, the Company has duly executed and delivered this
Warrant as of the Issue Date.



                                            THE SINGING MACHINE COMPANY, INC.


                                            By: /s/ Yi Ping Chan
                                                -------------------------------
                                                Yi Ping Chan
                                                Interim Chief Executive Officer



<PAGE>


                              EXHIBIT A to WARRANT

                                 EXERCISE NOTICE


      The undersigned Holder hereby irrevocably exercises the right to purchase
of the shares of Common Stock ("Warrant Shares") of The Singing Machine Company,
Inc. evidenced by the attached Warrant (the "Warrant").

      The Holder elects to make payment of the full Exercise Price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

________          $__________ in lawful money of the United States; and/or

________          the cancellation of such portion of the attached Warrant as is
                  exercisable for a total of _______ shares of Common Stock
                  (using a Market Price of $_______ per share for purposes of
                  this calculation); and/or

________          the cancellation of such number of shares of Common Stock as
                  is necessary, in accordance with the formula set forth in
                  Section 1(c), to exercise this Warrant with respect to the
                  maximum number of shares of Common Stock purchasable pursuant
                  to the cashless exercise procedure set forth in Section 1(c).


Date: ______________________


- -----------------------------------
     Name of Registered Holder

By:  _______________________________
     Name:
     Title:


<PAGE>


                              EXHIBIT B to WARRANT

                                 TRANSFER NOTICE



FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells,
assigns and transfers unto the person or persons named below the right to
purchase shares of the Common Stock of The Singing Machine Company, Inc.
evidenced by the attached Warrant.


Date: ______________________


- -----------------------------------
     Name of Registered Holder

By:  _______________________________
     Name:
     Title:

Transferee Name and Address:

- ---------------------------------

- ---------------------------------

- ---------------------------------


<PAGE>


                                   Schedule 1

                        Outstanding Options and Warrants


<TABLE>
<CAPTION>
Private Warrants                                               Issued       Vested    Expiration
                                                              --------     --------   ----------
<S>                                      <C>       <C>        <C>          <C>         <C>
   Roth Capital Partners LLP             4.025     103,896    9/8/2003     9/8/2003    9/7/2006
   Omicron Master Trust                  4.025     285,714    9/8/2003     9/8/2003    9/7/2006
   SF Capital Partners, Ltd.             4.025      57,143    9/8/2003     9/8/2003    9/7/2006
   Bristol Investment Fund, Ltd.         4.025      34,286    9/8/2003     9/8/2003    9/7/2006
   Ascend Offshore Fund, Ltd.            4.025      54,629    9/8/2003     9/8/2003    9/7/2006
   Ascend Partners LP                    4.025       6,651    9/8/2003     9/8/2003    9/7/2006
   Ascend Partners Sapient LP            4.025      18,720    9/8/2003     9/8/2003    9/7/2006
                                                       -
   Omicron Master Trust                   1.52      18,750    2/9/2004     2/9/2004    9/7/2006
   SF Capital Partners, Ltd.              1.52       3,750    2/9/2004     2/9/2004    9/7/2006
   Bristol Investment Fund, Ltd.          1.52       2,250    2/9/2004     2/9/2004    9/7/2006
   Ascend Offshore Fund, Ltd.             1.52       3,585    2/9/2004     2/9/2004    9/7/2006
   Ascend Partners LP                     1.52         437    2/9/2004     2/9/2004    9/7/2006
   Ascend Partners Sapient LP             1.52       1,229    2/9/2004     2/9/2004    9/7/2006
                                                   -------
Unexercised Warrants                               591,040
                                                   =======
</TABLE>

Option: Employee stock options as of February 21, 2006: 1,289,560 shares
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>v036479_ex10-4.txt
<TEXT>
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.



                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                        THE SINGING MACHINE COMPANY, INC.



Issue Date:  February 21, 2006                                     Warrant No. 2


         THIS CERTIFIES that koncepts International Limited or any subsequent
holder hereof (the "Holder"), has the right to purchase from THE SINGING MACHINE
COMPANY, INC., a Delaware corporation (the "Company"), up to 1,250,000 fully
paid and nonassessable shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), subject to adjustment as provided herein, at a price
per share equal to the Exercise Price (as defined below), at any time beginning
on the date hereof (the "the "Issue Date") and ending at 6:00 p.m., eastern
time, on the date that is the Third anniversary of the Issue Date (the
"Expiration Date").

         1. Exercise.

         (a) Right to Exercise. The Holder shall have the right to exercise this
Warrant at any time and from time to time during the period beginning on the
Issue Date and ending on the Expiration Date as to all or any part of the shares
of Common Stock covered hereby (the "Warrant Shares").

         (b) Exercise Price. The "Exercise Price" for each Warrant Share
purchased by the Holder upon the exercise of this Warrant shall be equal to
$0.280, subject to adjustment for the events specified in Section 4 below;
provided, however that if required by law, until this Warrant, the Securities
Purchase Agreement between the Company and Holder dated as of the date hereof
(the "Securities Purchase Agreement") and the transactions contemplated herein
and therein are approved by the holders of a majority of the outstanding shares
of capital stock of the Company entitled to vote ("Shareholder Approval"), ,
other than as a result of adjustments for the events specified in Section 4(a)
below. Payment of the Exercise Price is made in cash or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Exercise Price for the number of Common Shares specified in such Exercise Notice
(as defined below) (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the Holder
per the terms of this Warrant).


<PAGE>


         (c) Exercise Notice. In order to exercise this Warrant, the Holder
shall send by facsimile transmission, at any time prior to 6:00 p.m., eastern
time, on the business day (which means any day other than a Saturday, a Sunday
or a day which commercial banks located in New York City are permitted by law to
close) on which the Holder wishes to effect such exercise (the "Exercise Date"),
to the Company an executed copy of the notice of exercise in the form attached
hereto as Exhibit A (the "Exercise Notice"), the original Warrant and the
Exercise Price, which shall not be required if the Exercise Notice indicates the
Holder's election to effect a cashless exercise. The Exercise Notice shall also
state the name or names (with address) in which the shares of Common Stock that
are issuable on such exercise shall be issued. In the case of a dispute as to
the calculation of the Exercise Price or the number of Warrant Shares issuable
hereunder (including, without limitation, the calculation of any adjustment
pursuant to Section 6 below), the Company shall promptly issue to the Holder the
number of Warrant Shares that are not disputed and shall submit the disputed
calculations to a certified public accounting firm of national recognition
(other than the Company's independent accountants), reasonably acceptable to
Holder, within two (2) business days following the date on which the Exercise
Notice is delivered to the Company. The Company shall cause such accountant to
calculate the Exercise Price and/or the number of Warrant Shares issuable
hereunder and to notify the Company and the Holder of the results in writing no
later than three (3) business days following the day on which such accountant
received the disputed calculations (the "Dispute Procedure"). Such accountant's
calculation shall be deemed conclusive absent manifest error. The fees of any
such accountant shall be borne by the party whose calculations were most at
variance with those of such accountant.

         (d) Limitations on Exercise. Notwithstanding anything to the contrary
contained herein, and only if required by law, until Shareholder Approval is
obtained, no holder of this Warrant shall be entitled to exercise this Warrant,
if after exercise such holder will, with the shares of Common Stock issued on
exercise and any other shares of the Company's Common Stock then held by such
holder, hold more than 19.99% of the outstanding Common Stock or voting power of
the Company on the date of such exercise.

         (e) Holder of Record. The Holder shall, for all purposes, be deemed to
have become the holder of record of the Warrant Shares specified in an Exercise
Notice on the Exercise Date specified therein, irrespective of the date of
delivery of such Warrant Shares. Except as specifically provided herein, nothing
in this Warrant shall be construed as conferring upon the Holder hereof any
rights as a stockholder of the Company prior to the Exercise Date.

         (f) Cancellation of Warrant. This Warrant shall be canceled upon its
exercise and, if this Warrant is exercised in part, the Company shall, at the
time that it delivers Warrant Shares to the Holder pursuant to such exercise as
provided herein, issue a new warrant, and deliver to the Holder a certificate
representing such new warrant, with terms identical in all respects to this
Warrant (except that such new warrant shall be exercisable into the number of
shares of Common Stock with respect to which this Warrant shall remain
unexercised); provided, however, that the Holder shall be entitled to exercise
all or any portion of such new warrant at any time following the time at which
this Warrant is exercised, regardless of whether the Company has actually issued
such new warrant or delivered to the Holder a certificate therefor.


                                       2
<PAGE>


         2. Delivery of Warrant Shares Upon Exercise. Upon receipt of an
Exercise Notice pursuant to Section 1 above, the Company shall: (a) no later
than the close of business on the later to occur of (i) the third (3rd) business
day following the Exercise Date set forth in such Exercise Notice and (ii) such
later date on which the Company shall have received payment of the Exercise
Price, and (b) with respect to Warrant Shares that are the subject of a Dispute
Procedure, the close of business on the third (3rd) business day following the
determination made pursuant to Section 1(b) (each of the dates specified in (A)
or (B) being referred to as a "Delivery Date"), issue and deliver or caused to
be delivered to the Holder the number of Warrant Shares as shall be determined
as provided herein. The Company shall effect delivery of Warrant Shares to the
Holder by, as long as the Transfer Agent participates in the Depository Trust
Company ("DTC") Fast Automated Securities Transfer program ("FAST"), crediting
the account of the Holder or its nominee at DTC (as specified in the applicable
Exercise Notice) with the number of Warrant Shares required to be delivered, no
later than the close of business on such Delivery Date. In the event that the
Transfer Agent is not a participant in FAST, or if the Warrant Shares are not
otherwise eligible for delivery through FAST, or if the Holder so specifies in
an Exercise Notice or otherwise in writing on or before the Exercise Date, the
Company shall effect delivery of Warrant Shares by delivering to the Holder or
its nominee physical certificates representing such Warrant Shares, no later
than the close of business on such Delivery Date.

         3. Failure to Deliver Warrant Shares.

         (a) In the event that the Company fails for any reason to deliver to
the Holder the number of Warrant Shares specified in the applicable Exercise
Notice on or before the Delivery Date therefor (an "Exercise Default"), and such
default continues for seven (7) business days following delivery of a written
notice of such default by the Holder to the Company, the Company shall pay to
the Holder payments ("Exercise Default Payments") in the amount of: (i) (N/365)
multiplied by (ii) the aggregate Exercise Price of the Warrant Shares which are
the subject of such Exercise Default multiplied by (iii) the lower of ten
percent (10%) and the maximum rate permitted by applicable law (the "Default
Interest Rate"), where "N" equals the number of days elapsed between the
original Delivery Date of such Warrant Shares and the date on which all of such
Warrant Shares are issued and delivered to the Holder. Cash amounts payable
hereunder shall be paid on or before the fifth (5th) business day of the
calendar month following the calendar month in which such amount has accrued.

         (b) In the event that the Holder has not received certificates
representing the Warrant Shares by the seventh (7th) business day following an
Exercise Default, the Holder may notify the Company in writing of its election
to revoke the Exercise Notice that is the subject of such default, in which
case, effective as of the date of such revocation notice, such Exercise Notice
shall be deemed rescinded and of no further force or effect.

         (c) Nothing herein shall limit the Holder's right to pursue actual
damages for the Company's failure to issue and deliver Warrant Shares on the
applicable Delivery Date (including, without limitation, damages relating to any
purchase of Common Stock by the Holder to make delivery on a sale effected in
anticipation of receiving Warrant Shares upon exercise, such damages to be in an
amount equal to: (a) the aggregate amount paid by the Holder for the Common
Stock so purchased minus (b) the aggregate amount of net proceeds, if any,
received by the Holder from the sale of the Warrant Shares issued by the Company
pursuant to such exercise), and the Holder shall have the right to pursue all
remedies available to it at law or in equity (including, without limitation, a
decree of specific performance and/or injunctive relief); provided, however,
that, in the event, following an Exercise Default, the Company delivers to the
Holder the Warrant Shares that are required to be issued by the Company pursuant
to such exercise, the Holder shall use commercially reasonable efforts to sell
such shares promptly following such delivery.


                                       3
<PAGE>


         4. Anti-Dilution Adjustments; Distributions; Other Events. The Exercise
Price and the number of Warrant Shares issuable hereunder shall be subject to
adjustment from time to time as provided in this Section 6. In the event that
any adjustment of the Exercise Price or the number of Warrant Shares as required
herein results in a fraction of a cent or fraction of a share, as applicable,
such Exercise Price or number of Warrant Shares shall be rounded up or down to
the nearest cent or share, as applicable.

         (a) Subdivision or Combination of Common Stock. If the Company, at any
time after the Issue Date, subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) its shares of
Common Stock into a greater number of shares, then after the date of record for
effecting such subdivision, the Exercise Price in effect immediately prior to
such subdivision will be proportionately reduced. Any adjustment made pursuant
to the foregoing sentence that results in a decrease in the Exercise Price shall
also effect a proportional increase in the number of Warrant Shares into which
this Warrant is exercisable. If the Company, at any time after the initial
issuance of this Warrant, combines (by reverse stock split, recapitalization,
reorganization, reclassification or otherwise) its shares of Common Stock into a
smaller number of shares, then, after the date of record for effecting such
combination, the Exercise Price in effect immediately prior to such combination
will be proportionally increased. Any adjustment made pursuant to the foregoing
sentence that results in an increase in the Exercise Price shall also effect a
proportional decrease in the number of Warrant Shares into which this Warrant is
exercisable.

         (b) Distributions. If the Company shall declare or make any
distribution of its assets (or rights to acquire its assets) to holders of
Common Stock as a partial liquidating dividend or otherwise (including any
dividend or distribution to the Company's stockholders in cash or shares (or
rights to acquire shares) of capital stock of a subsidiary) (a "Distribution"),
the Company shall deliver written notice of such Distribution (a "Distribution
Notice") to the Holder at least five (5) business days prior to the earlier to
occur of (i) the record date for determining stockholders entitled to such
Distribution (the "Record Date") and (ii) the date on which such Distribution is
made (the "Distribution Date"). The Holder shall be entitled to receive the same
amount and type of assets being distributed in such Distribution as though the
Holder were a holder on the Record Date therefor of a number of shares of Common
Stock into which this Warrant is exercisable as of such Record Date (such number
of shares to be determined at the Exercise Price then in effect and without
giving effect to any limitations on such exercise contained in this Warrant or
the Subscription Agreement).


                                       4
<PAGE>


         (c) Dilutive Issuances.

                  (i) Adjustment Upon Dilutive Issuance. If, at any time after
the Issue Date, the Company issues or sells, or in accordance with subparagraph
(ii) of this Section 4(c), is deemed to have issued or sold, any shares of
Common Stock for no consideration or for a consideration per share less than the
Exercise Price on the date of such issuance or sale (or deemed issuance or sale)
(a "Dilutive Issuance"), then effective immediately upon the Dilutive Issuance,
the Exercise Price shall be adjusted so as to equal an amount determined by
multiplying such Exercise Price by the following fraction:


                           N0 + N1
                           -------
                           N0 + N2

         where:

                           N0       = the number of shares of Common Stock
                                    outstanding immediately prior to the
                                    issuance, sale or deemed issuance or sale of
                                    such additional shares of Common Stock in
                                    such Dilutive Issuance without taking into
                                    account any shares of Common Stock issuable
                                    upon conversion, exchange or exercise of any
                                    securities or other instruments which are
                                    convertible into or exercisable or
                                    exchangeable for Common Stock ("Convertible
                                    Securities") or options, warrants or other
                                    rights to purchase or subscribe for Common
                                    Stock or Convertible Securities ("Purchase
                                    Rights");

                           N1       = the number of shares of Common Stock which
                                    the aggregate consideration, if any,
                                    received or receivable by the Company for
                                    the total number of such additional shares
                                    of Common Stock so issued, sold or deemed
                                    issued or sold in such Dilutive Issuance
                                    (which, in the case of a deemed issuance or
                                    sale, shall be calculated in accordance with
                                    subparagraph (ii) below) would purchase at
                                    the Exercise Price in effect immediately
                                    prior to such Dilutive Issuance; and

                           N2       = the number of such additional shares of
                                    Common Stock so issued, sold or deemed
                                    issued or sold in such Dilutive Issuance.

         Notwithstanding the foregoing, no adjustment shall be made pursuant
hereto if such adjustment would result in an increase in the Exercise Price.

                  (ii) Effect On Exercise Price Of Certain Events. For purposes
of determining the adjusted Exercise Price under subparagraph (i) of this
Section 4(c), the following will be applicable:


                                       5
<PAGE>


                           (A) Issuance Of Purchase Rights. If the Company
         issues or sells any Purchase Rights, whether or not immediately
         exercisable, and the price per share for which Common Stock is issuable
         upon the exercise of such Purchase Rights (and the price of any
         conversion of Convertible Securities, if applicable) is less than the
         Exercise Price in effect on the date of issuance or sale of such
         Purchase Rights, then the maximum total number of shares of Common
         Stock issuable upon the exercise of all such Purchase Rights (assuming
         full conversion, exercise or exchange of Convertible Securities, if
         applicable) shall, as of the date of the issuance or sale of such
         Purchase Rights, be deemed to have been issued and sold by the Company
         for such price per share. For purposes of the preceding sentence, the
         "price per share for which Common Stock is issuable upon the exercise
         of such Purchase Rights" shall be determined by dividing (x) the total
         amount, if any, received or receivable by the Company as consideration
         for the issuance or sale of all such Purchase Rights, plus the minimum
         aggregate amount of additional consideration, if any, payable to the
         Company upon the exercise of all such Purchase Rights, plus, in the
         case of Convertible Securities issuable upon the exercise of such
         Purchase Rights, the minimum aggregate amount of additional
         consideration payable upon the conversion, exercise or exchange of all
         such Convertible Securities (determined in accordance with the
         calculation method set forth in subparagraph (ii)(D) below), by (y) the
         maximum total number of shares of Common Stock issuable upon the
         exercise of all such Purchase Rights (assuming full conversion,
         exercise or exchange of Convertible Securities, if applicable). Except
         as provided in Section 6(c)(ii)(C) hereof, no further adjustment to the
         Exercise Price shall be made upon the actual issuance of such Common
         Stock upon the exercise of such Purchase Rights or upon the conversion,
         exercise or exchange of Convertible Securities issuable upon exercise
         of such Purchase Rights.

                           (B) Issuance Of Convertible Securities. If the
         Company issues or sells any Convertible Securities, whether or not
         immediately convertible, exercisable or exchangeable, and the price per
         share for which Common Stock is issuable upon such conversion, exercise
         or exchange is less than the Exercise Price in effect on the date of
         issuance or sale of such Convertible Securities, then the maximum total
         number of shares of Common Stock issuable upon the conversion, exercise
         or exchange of all such Convertible Securities shall, as of the date of
         the issuance or sale of such Convertible Securities, be deemed to have
         been issued and sold by the Company for such price per share. For the
         purposes of the immediately preceding sentence, the "price per share
         for which Common Stock is issuable upon such conversion, exercise or
         exchange" shall be determined by dividing (A) the total amount, if any,
         received or receivable by the Company as consideration for the issuance
         or sale of all such Convertible Securities, plus the minimum aggregate
         amount of additional consideration, if any, payable to the Company upon
         the conversion, exercise or exchange of all such Convertible Securities
         (determined in accordance with the calculation method set forth in
         subparagraph (ii)(D)), by (B) the maximum total number of shares of
         Common Stock issuable upon the exercise, conversion or exchange of all
         such Convertible Securities. Except as provided in Section 6(c)(ii)(C)
         hereof, no further adjustment to the Exercise Price shall be made upon
         the actual issuance of such Common Stock upon conversion, exercise or
         exchange of such Convertible Securities.

                           (C) Change In Option Price Or Conversion Rate. If
         there is a change at any time in (x) the purchase price or amount of
         additional consideration payable to the Company upon the exercise of
         any Purchase Rights; (y) the amount of additional consideration, if
         any, payable to the Company upon the conversion, exercise or exchange
         of any Convertible Securities the adjustment for which is not otherwise
         covered under Section 6(c)(ii)(B) above; or (z) the rate at which any
         Convertible Securities are convertible into or exercisable or
         exchangeable for Common Stock, then in any such case, the Exercise
         Price in effect at the time of such change shall be readjusted to the
         Exercise Price which would have been in effect at such time had such
         Purchase Rights or Convertible Securities still outstanding provided
         for such changed purchase price, additional consideration or changed
         conversion, exercise or exchange rate, as the case may be, at the time
         initially issued or sold.


                                       6
<PAGE>


                           (D) Calculation Of Consideration Received. If any
         Common Stock, Purchase Rights or Convertible Securities are issued or
         sold for cash, the consideration received therefor will be the amount
         received by the Company therefor, after deduction of all underwriting
         discounts or allowances in connection with such issuance, grant or
         sale. In case any Common Stock, Purchase Rights or Convertible
         Securities are issued or sold for a consideration part or all of which
         shall be other than cash, including in the case of a strategic or
         similar arrangement in which the other entity will provide services to
         the Company, purchase services from the Company or otherwise provide
         intangible consideration to the Company, the amount of the
         consideration other than cash received by the Company (including the
         net present value of the consideration expected by the Company for the
         provided or purchased services) shall be the fair market value of such
         consideration, except where such consideration consists of securities,
         in which case the amount of consideration received by the Company will
         be the average of the last sale prices thereof on the principal market
         for such securities during the period of ten Trading Days immediately
         preceding the date of receipt. In case any Common Stock, Purchase
         Rights or Convertible Securities are issued in connection with any
         merger or consolidation in which the Company is the surviving
         corporation, the amount of consideration therefor will be deemed to be
         the fair market value of such portion of the net assets and business of
         the non-surviving corporation as is attributable to such Common Stock,
         Purchase Rights or Convertible Securities, as the case may be. The
         independent members of the Company's Board of Directors shall calculate
         reasonably and in good faith, using standard commercial valuation
         methods appropriate for valuing such assets, the fair market value of
         any consideration other than cash or securities; provided, however,
         that if the Holder does not agree to such fair market value calculation
         within three business days after receipt thereof from the Company, then
         such fair market value shall be determined in good faith by an
         investment banker or other appropriate expert of national reputation
         selected by the Holder and reasonably acceptable to the Company, with
         the costs of such appraisal to be borne by the Company.

                  (iii) Exceptions To Adjustment Of Exercise Price.
Notwithstanding the foregoing, no adjustment to the Exercise Price shall be made
pursuant to this Section 6(c) upon the issuance of any Excluded Securities. For
purposes hereof, "Excluded Securities" means (1) securities purchased under the
Securities Purchaser Agreement; (2) securities issued upon conversion or
exercise of the Warrants (as defined in the Securities Purchase Agreement); (3)
shares of Common Stock issuable or issued to employees, consultants or directors
from time to time upon the exercise of options, in such case granted or to be
granted in the discretion of the Board of Directors pursuant to one or more
stock option plans or restricted stock plans in effect as of the Issue Date; (4)
shares of Common Stock issued in connection with any stock split, stock dividend
or recapitalization of the Company; (5) securities issued upon conversion of
outstanding shares of the Company's Convertible Preferred Stock outstanding as
of the date of this Warrant, if any, provided that the terms of such preferred
stock have not been amended since the date hereof; (6) securities issued upon
conversion or exercise of Debentures or Warrants issued under the Securities
Purchase Agreement, dated as of August 20., 2003 and (7) 1,820,600 shares
issuable upon exercise of currently outstanding warrants and options listed on
Schedule 1 hereto.


                                       7
<PAGE>


                  (iv) Notice Of Adjustments. Upon the occurrence of each
adjustment or readjustment of the Exercise Price pursuant to this Section 4
resulting in a change in the Exercise Price by more than one percent (1%), or
any change in the number or type of stock, securities and/or other property
issuable upon exercise of this Warrant, the Company, at its expense, shall
promptly compute such adjustment or readjustment or change and prepare and
furnish to the Holder a certificate setting forth such adjustment or
readjustment or change and showing in detail the facts upon which such
adjustment or readjustment or change is based. The Company shall, upon the
written request at any time of the Holder, furnish to the Holder a like
certificate setting forth: (i) such adjustment or readjustment or change, (ii)
the Exercise Price at the time in effect and (iii) the number of shares of
Common Stock and the amount, if any, of other securities or property which at
the time would be received upon exercise of this Warrant.

         (a) Major Transactions. In the event of a merger, consolidation,
business combination, tender offer, exchange of shares, recapitalization,
reorganization, redemption or other similar event, as a result of which shares
of Common Stock of the Company shall be changed into the same or a different
number of shares of the same or another class or classes of stock or securities
or other assets of the Company or another entity or the Company shall sell all
or substantially all of its assets (each of the foregoing being a "Major
Transaction"), the Company will give the Holder at least twenty (20) days
written notice prior to the closing of such Major Transaction in a manner that
does not constitute disclosure of material non-public information (unless
otherwise previously consented to in writing by the Holder), and: (i) the Holder
shall be permitted to exercise this Warrant in whole or in part at any time
prior to the record date for the receipt of such consideration and shall be
entitled to receive, for each share of Common Stock issuable to Holder for such
exercise, the same per share consideration payable to the other holders of
Common Stock in connection with such Major Transaction, and (ii) if and to the
extent that the Holder retains any portion of this Warrant following such record
date, the Company will cause the surviving or, in the event of a sale of assets,
purchasing entity, as a condition precedent to such Major Transaction, to assume
the obligations of the Company under this Warrant, with such adjustments to the
Exercise Price and the securities covered hereby as may be necessary in order to
preserve the economic benefits of this Warrant to the Holder.

         (b) Adjustments; Additional Shares, Securities or Assets. In the event
that at any time, as a result of an adjustment made pursuant to this Section 4,
the Holder of this Warrant shall, upon exercise of this Warrant, become entitled
to receive securities or assets (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock shall be deemed to
refer to and include such shares and/or other securities or assets; and
thereafter the number of such shares and/or other securities or assets shall be
subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 6.

         5.       Fractional Interests.

                  No fractional shares or scrip representing fractional shares
shall be issuable upon the exercise of this Warrant, but on exercise of this
Warrant, the Holder hereof may purchase only a whole number of shares of Common
Stock. If, on exercise of this Warrant, the Holder hereof would be entitled to a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, the Company shall, in lieu of issuing any such fractional share,
pay to the Holder an amount in cash equal to the product resulting from
multiplying such fraction by the market price as of the Exercise Date.


                                       8
<PAGE>


         6.       Transfer of this Warrant.

                  The Holder may sell, transfer, assign, pledge or otherwise
dispose of this Warrant, in whole or in part, as long as such sale or other
disposition is made pursuant to an effective registration statement or an
exemption from the registration requirements of the Securities Act. Upon such
transfer or other disposition, the Holder shall deliver this Warrant to the
Company together with a written notice to the Company, substantially in the form
of the Transfer Notice attached hereto as Exhibit B (the "Transfer Notice"),
indicating the person or persons to whom this Warrant shall be transferred and,
if less than all of this Warrant is transferred, the number of Warrant Shares to
be covered by the part of this Warrant to be transferred to each such person.
Within three (3) business days of receiving a Transfer Notice and the original
of this Warrant, the Company shall deliver to the each transferee designated by
the Holder a Warrant or Warrants of like tenor and terms for the appropriate
number of Warrant Shares and, if less than all this Warrant is transferred,
shall deliver to the Holder a Warrant for the remaining number of Warrant
Shares.

         7.       Benefits of this Warrant.

                  This Warrant shall be for the sole and exclusive benefit of
the Holder of this Warrant and nothing in this Warrant shall be construed to
confer upon any person other than the Holder of this Warrant any legal or
equitable right, remedy or claim hereunder.

         8.       Loss, Theft, Destruction or Mutilation  of Warrant.

                  Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of indemnity reasonably satisfactory to the Company, and upon
surrender of this Warrant, if mutilated, the Company shall execute and deliver a
new Warrant of like tenor and date.

         9.       Notice or Demands.

                  Any notice, demand or request required or permitted to be
given by the Company or the Holder pursuant to the terms of this Warrant shall
be in writing and shall be deemed delivered (i) when delivered personally or by
verifiable facsimile transmission, unless such delivery is made on a day that is
not a business day, in which case such delivery will be deemed to be made on the
next succeeding business day, (ii) on the next business day after timely
delivery to an overnight courier and (iii) on the business day actually received
if deposited in the U.S. mail (certified or registered mail, return receipt
requested, postage prepaid), addressed as follows:


                                       9
<PAGE>


                  If to the Company:

                  The Singing Machine Company, Inc.
                  6601 Lyons Road, Building A-7
                  Coconut Creek, FL 33073
                  Attn: Yi Ping Chan
                  Tel: (954) 596-1000
                  Fax: (954) 596-2000

                  with a copy (not constituting notice) to:

                  Sichenzia Ross Friedman Ference LLP
                  1065 Avenue of the Americas
                  New York, NY 10018
                  Attention: Darrin M. Ocasio, Esq.
                  Tel:  (212) 930-9700
                  Fax: (212) 930-9725

                  If to Holder:

                  At the address set forth below Holder's signature on the
                  Securities Purchase Agreement.

                  with a copy (not constituting notice) to:

                  Handal & Associates
                  1200 Third Avenue, Suite 1321
                  San Diego, CA 92101-4111
                  Attn:  Anton Handal, Esq.
                  Tel:  (619) 544-6400
                  Fax:  (619) 696-0323

         10. Attorney's Fees. In the event any litigation, arbitration,
mediation, or other proceeding ("Proceeding") is initiated by any party(ies)
against any other party(ies) to enforce, interpret or otherwise obtain judicial
or quasi-judicial relief in connection with this Agreement, the prevailing
party(ies) in such Proceeding shall be entitled to recover from the unsuccessful
party(ies) all costs, expenses, actual attorney's and expert witness fees,
relating to or arising out of: (i) such Proceeding (whether or not such
Proceeding proceeds to judgment), and (ii) any post-judgment or post-award
proceeding including, without limitation, one to enforce any judgment or award
resulting from any such Proceeding. Any such judgment or award shall contain a
specific provision for the recovery of all such subsequently incurred costs,
expenses, actual attorney and expert witness fees.


                                       10
<PAGE>


         11.      Applicable Law.

                  This Warrant is issued under and shall for all purposes be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within the State of
New York.

         12.      Amendments.

                  No amendment, modification or other change to, or waiver of
any provision of, this Warrant may be made unless such amendment, modification
or change is set forth in writing and is signed by the Company and the Holder.

         13.      Entire Agreement.

         This Warrant, the Securities Purchase Agreement and the Registration
Rights Agreement, and the schedules and exhibits hereto and thereto, constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. This
Warrant, the Securities Purchase Agreement and the Registration Rights Agreement
supersede all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof.

         14.      Headings.

         The headings in this Warrant are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.



                           [Signature Page to Follow]


                                       11
<PAGE>


         IN WITNESS WHEREOF, the Company has duly executed and delivered this
Warrant as of the Issue Date.



                                             THE SINGING MACHINE COMPANY, INC.


                                             By: /s/ Yi Ping Chan
                                                 -------------------------------
                                                 Yi Ping Chan
                                                 Interim Chief Executive Officer


<PAGE>


                              EXHIBIT A to WARRANT

                                 EXERCISE NOTICE


         The undersigned Holder hereby irrevocably exercises the right to
purchase of the shares of Common Stock ("Warrant Shares") of The Singing Machine
Company, Inc. evidenced by the attached Warrant (the "Warrant").

         The Holder elects to make payment of the full Exercise Price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

________          $__________ in lawful money of the United States; and/or

________          the cancellation of such portion of the attached Warrant as is
                  exercisable for a total of _______ shares of Common Stock
                  (using a Market Price of $_______ per share for purposes of
                  this calculation); and/or

________          the cancellation of such number of shares of Common Stock as
                  is necessary, in accordance with the formula set forth in
                  Section 1(c), to exercise this Warrant with respect to the
                  maximum number of shares of Common Stock purchasable pursuant
                  to the cashless exercise procedure set forth in Section 1(c).


Date: ______________________


- -----------------------------------
     Name of Registered Holder

By:  ______________________________
     Name:
     Title:


<PAGE>


                              EXHIBIT B to WARRANT

                                 TRANSFER NOTICE



FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells,
assigns and transfers unto the person or persons named below the right to
purchase shares of the Common Stock of The Singing Machine Company, Inc.
evidenced by the attached Warrant.


Date: ______________________


- -----------------------------------
     Name of Registered Holder

By:  ______________________________
     Name:
     Title:

Transferee Name and Address:

- -----------------------------

- -----------------------------

- -----------------------------


<PAGE>


                                   Schedule 1

                        Outstanding Options and Warrants

<TABLE>
<CAPTION>
Private Warrants                                              Issued      Vested     Expiration
                                                             --------     --------   ----------
<S>                                     <C>       <C>        <C>          <C>         <C>
   Roth Capital Partners LLP            4.025     103,896    9/8/2003     9/8/2003    9/7/2006
   Omicron Master Trust                 4.025     285,714    9/8/2003     9/8/2003    9/7/2006
   SF Capital Partners, Ltd.            4.025      57,143    9/8/2003     9/8/2003    9/7/2006
   Bristol Investment Fund, Ltd.        4.025      34,286    9/8/2003     9/8/2003    9/7/2006
   Ascend Offshore Fund, Ltd.           4.025      54,629    9/8/2003     9/8/2003    9/7/2006
   Ascend Partners LP                   4.025       6,651    9/8/2003     9/8/2003    9/7/2006
   Ascend Partners Sapient LP           4.025      18,720    9/8/2003     9/8/2003    9/7/2006
                                                      -
   Omicron Master Trust                  1.52      18,750    2/9/2004     2/9/2004    9/7/2006
   SF Capital Partners, Ltd.             1.52       3,750    2/9/2004     2/9/2004    9/7/2006
   Bristol Investment Fund, Ltd.         1.52       2,250    2/9/2004     2/9/2004    9/7/2006
   Ascend Offshore Fund, Ltd.            1.52       3,585    2/9/2004     2/9/2004    9/7/2006
   Ascend Partners LP                    1.52         437    2/9/2004     2/9/2004    9/7/2006
   Ascend Partners Sapient LP            1.52       1,229    2/9/2004     2/9/2004    9/7/2006
                                                  -------
Unexercised Warrants                              591,040
                                                  =======
</TABLE>

Option: Employee stock options as of February 21, 2006: 1,289,560 shares
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>v036479_ex10-5.txt
<TEXT>
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.



                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                        THE SINGING MACHINE COMPANY, INC.



Issue Date:  February _21, 2006                                    Warrant No. 3


         THIS CERTIFIES that koncepts International Limited or any subsequent
holder hereof (the "Holder"), has the right to purchase from THE SINGING MACHINE
COMPANY, INC., a Delaware corporation (the "Company"), up to 1,250,000 fully
paid and nonassessable shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), subject to adjustment as provided herein, at a price
per share equal to the Exercise Price (as defined below), at any time beginning
on the date hereof (the "the "Issue Date") and ending at 6:00 p.m., eastern
time, on the date that is the Fourth anniversary of the Issue Date (the
"Expiration Date").

         1. Exercise.

         (a) Right to Exercise. The Holder shall have the right to exercise this
Warrant at any time and from time to time during the period beginning on the
Issue Date and ending on the Expiration Date as to all or any part of the shares
of Common Stock covered hereby (the "Warrant Shares").

         (b) Exercise Price. The "Exercise Price" for each Warrant Share
purchased by the Holder upon the exercise of this Warrant shall be equal to
$0.350, subject to adjustment for the events specified in Section 4 below;
provided, however that if required by law, until this Warrant, the Securities
Purchase Agreement between the Company and Holder dated as of the date hereof
(the "Securities Purchase Agreement") and the transactions contemplated herein
and therein are approved by the holders of a majority of the outstanding shares
of capital stock of the Company entitled to vote ("Shareholder Approval"), ,
other than as a result of adjustments for the events specified in Section 4(a)
below. Payment of the Exercise Price is made in cash or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Exercise Price for the number of Common Shares specified in such Exercise Notice
(as defined below) (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the Holder
per the terms of this Warrant).



<PAGE>


         (c) Exercise Notice. In order to exercise this Warrant, the Holder
shall send by facsimile transmission, at any time prior to 6:00 p.m., eastern
time, on the business day (which means any day other than a Saturday, a Sunday
or a day which commercial banks located in New York City are permitted by law to
close) on which the Holder wishes to effect such exercise (the "Exercise Date"),
to the Company an executed copy of the notice of exercise in the form attached
hereto as Exhibit A (the "Exercise Notice"), the original Warrant and the
Exercise Price, which shall not be required if the Exercise Notice indicates the
Holder's election to effect a cashless exercise. The Exercise Notice shall also
state the name or names (with address) in which the shares of Common Stock that
are issuable on such exercise shall be issued. In the case of a dispute as to
the calculation of the Exercise Price or the number of Warrant Shares issuable
hereunder (including, without limitation, the calculation of any adjustment
pursuant to Section 6 below), the Company shall promptly issue to the Holder the
number of Warrant Shares that are not disputed and shall submit the disputed
calculations to a certified public accounting firm of national recognition
(other than the Company's independent accountants), reasonably acceptable to
Holder, within two (2) business days following the date on which the Exercise
Notice is delivered to the Company. The Company shall cause such accountant to
calculate the Exercise Price and/or the number of Warrant Shares issuable
hereunder and to notify the Company and the Holder of the results in writing no
later than three (3) business days following the day on which such accountant
received the disputed calculations (the "Dispute Procedure"). Such accountant's
calculation shall be deemed conclusive absent manifest error. The fees of any
such accountant shall be borne by the party whose calculations were most at
variance with those of such accountant.

         (d) Limitations on Exercise. Notwithstanding anything to the contrary
contained herein, and only if required by law, until Shareholder Approval is
obtained, no holder of this Warrant shall be entitled to exercise this Warrant,
if after exercise such holder will, with the shares of Common Stock issued on
exercise and any other shares of the Company's Common Stock then held by such
holder, hold more than 19.99% of the outstanding Common Stock or voting power of
the Company on the date of such exercise.

         (e) Holder of Record. The Holder shall, for all purposes, be deemed to
have become the holder of record of the Warrant Shares specified in an Exercise
Notice on the Exercise Date specified therein, irrespective of the date of
delivery of such Warrant Shares. Except as specifically provided herein, nothing
in this Warrant shall be construed as conferring upon the Holder hereof any
rights as a stockholder of the Company prior to the Exercise Date.

         (f) Cancellation of Warrant. This Warrant shall be canceled upon its
exercise and, if this Warrant is exercised in part, the Company shall, at the
time that it delivers Warrant Shares to the Holder pursuant to such exercise as
provided herein, issue a new warrant, and deliver to the Holder a certificate
representing such new warrant, with terms identical in all respects to this
Warrant (except that such new warrant shall be exercisable into the number of
shares of Common Stock with respect to which this Warrant shall remain
unexercised); provided, however, that the Holder shall be entitled to exercise
all or any portion of such new warrant at any time following the time at which
this Warrant is exercised, regardless of whether the Company has actually issued
such new warrant or delivered to the Holder a certificate therefor.


                                       2
<PAGE>


         2. Delivery of Warrant Shares Upon Exercise. Upon receipt of an
Exercise Notice pursuant to Section 1 above, the Company shall: (a) no later
than the close of business on the later to occur of (i) the third (3rd) business
day following the Exercise Date set forth in such Exercise Notice and (ii) such
later date on which the Company shall have received payment of the Exercise
Price, and (b) with respect to Warrant Shares that are the subject of a Dispute
Procedure, the close of business on the third (3rd) business day following the
determination made pursuant to Section 1(b) (each of the dates specified in (A)
or (B) being referred to as a "Delivery Date"), issue and deliver or caused to
be delivered to the Holder the number of Warrant Shares as shall be determined
as provided herein. The Company shall effect delivery of Warrant Shares to the
Holder by, as long as the Transfer Agent participates in the Depository Trust
Company ("DTC") Fast Automated Securities Transfer program ("FAST"), crediting
the account of the Holder or its nominee at DTC (as specified in the applicable
Exercise Notice) with the number of Warrant Shares required to be delivered, no
later than the close of business on such Delivery Date. In the event that the
Transfer Agent is not a participant in FAST, or if the Warrant Shares are not
otherwise eligible for delivery through FAST, or if the Holder so specifies in
an Exercise Notice or otherwise in writing on or before the Exercise Date, the
Company shall effect delivery of Warrant Shares by delivering to the Holder or
its nominee physical certificates representing such Warrant Shares, no later
than the close of business on such Delivery Date.

         3. Failure to Deliver Warrant Shares.

         (a) In the event that the Company fails for any reason to deliver to
the Holder the number of Warrant Shares specified in the applicable Exercise
Notice on or before the Delivery Date therefor (an "Exercise Default"), and such
default continues for seven (7) business days following delivery of a written
notice of such default by the Holder to the Company, the Company shall pay to
the Holder payments ("Exercise Default Payments") in the amount of: (i) (N/365)
multiplied by (ii) the aggregate Exercise Price of the Warrant Shares which are
the subject of such Exercise Default multiplied by (iii) the lower of ten
percent (10%) and the maximum rate permitted by applicable law (the "Default
Interest Rate"), where "N" equals the number of days elapsed between the
original Delivery Date of such Warrant Shares and the date on which all of such
Warrant Shares are issued and delivered to the Holder. Cash amounts payable
hereunder shall be paid on or before the fifth (5th) business day of the
calendar month following the calendar month in which such amount has accrued.

         (b) In the event that the Holder has not received certificates
representing the Warrant Shares by the seventh (7th) business day following an
Exercise Default, the Holder may notify the Company in writing of its election
to revoke the Exercise Notice that is the subject of such default, in which
case, effective as of the date of such revocation notice, such Exercise Notice
shall be deemed rescinded and of no further force or effect.


                                       3
<PAGE>


         (c) Nothing herein shall limit the Holder's right to pursue actual
damages for the Company's failure to issue and deliver Warrant Shares on the
applicable Delivery Date (including, without limitation, damages relating to any
purchase of Common Stock by the Holder to make delivery on a sale effected in
anticipation of receiving Warrant Shares upon exercise, such damages to be in an
amount equal to: (a) the aggregate amount paid by the Holder for the Common
Stock so purchased minus (b) the aggregate amount of net proceeds, if any,
received by the Holder from the sale of the Warrant Shares issued by the Company
pursuant to such exercise), and the Holder shall have the right to pursue all
remedies available to it at law or in equity (including, without limitation, a
decree of specific performance and/or injunctive relief); provided, however,
that, in the event, following an Exercise Default, the Company delivers to the
Holder the Warrant Shares that are required to be issued by the Company pursuant
to such exercise, the Holder shall use commercially reasonable efforts to sell
such shares promptly following such delivery.

         4. Anti-Dilution Adjustments; Distributions; Other Events. The Exercise
Price and the number of Warrant Shares issuable hereunder shall be subject to
adjustment from time to time as provided in this Section 6. In the event that
any adjustment of the Exercise Price or the number of Warrant Shares as required
herein results in a fraction of a cent or fraction of a share, as applicable,
such Exercise Price or number of Warrant Shares shall be rounded up or down to
the nearest cent or share, as applicable.

         (a) Subdivision or Combination of Common Stock. If the Company, at any
time after the Issue Date, subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) its shares of
Common Stock into a greater number of shares, then after the date of record for
effecting such subdivision, the Exercise Price in effect immediately prior to
such subdivision will be proportionately reduced. Any adjustment made pursuant
to the foregoing sentence that results in a decrease in the Exercise Price shall
also effect a proportional increase in the number of Warrant Shares into which
this Warrant is exercisable. If the Company, at any time after the initial
issuance of this Warrant, combines (by reverse stock split, recapitalization,
reorganization, reclassification or otherwise) its shares of Common Stock into a
smaller number of shares, then, after the date of record for effecting such
combination, the Exercise Price in effect immediately prior to such combination
will be proportionally increased. Any adjustment made pursuant to the foregoing
sentence that results in an increase in the Exercise Price shall also effect a
proportional decrease in the number of Warrant Shares into which this Warrant is
exercisable.

         (b) Distributions. If the Company shall declare or make any
distribution of its assets (or rights to acquire its assets) to holders of
Common Stock as a partial liquidating dividend or otherwise (including any
dividend or distribution to the Company's stockholders in cash or shares (or
rights to acquire shares) of capital stock of a subsidiary) (a "Distribution"),
the Company shall deliver written notice of such Distribution (a "Distribution
Notice") to the Holder at least five (5) business days prior to the earlier to
occur of (i) the record date for determining stockholders entitled to such
Distribution (the "Record Date") and (ii) the date on which such Distribution is
made (the "Distribution Date"). The Holder shall be entitled to receive the same
amount and type of assets being distributed in such Distribution as though the
Holder were a holder on the Record Date therefor of a number of shares of Common
Stock into which this Warrant is exercisable as of such Record Date (such number
of shares to be determined at the Exercise Price then in effect and without
giving effect to any limitations on such exercise contained in this Warrant or
the Subscription Agreement).


                                       4
<PAGE>


         (c) Dilutive Issuances.

                  (i) Adjustment Upon Dilutive Issuance. If, at any time after
the Issue Date, the Company issues or sells, or in accordance with subparagraph
(ii) of this Section 4(c), is deemed to have issued or sold, any shares of
Common Stock for no consideration or for a consideration per share less than the
Exercise Price on the date of such issuance or sale (or deemed issuance or sale)
(a "Dilutive Issuance"), then effective immediately upon the Dilutive Issuance,
the Exercise Price shall be adjusted so as to equal an amount determined by
multiplying such Exercise Price by the following fraction:


                           N0 + N1
                           -------
                           N0 + N2

         where:

                           N0       = the number of shares of Common Stock
                                    outstanding immediately prior to the
                                    issuance, sale or deemed issuance or sale of
                                    such additional shares of Common Stock in
                                    such Dilutive Issuance without taking into
                                    account any shares of Common Stock issuable
                                    upon conversion, exchange or exercise of any
                                    securities or other instruments which are
                                    convertible into or exercisable or
                                    exchangeable for Common Stock ("Convertible
                                    Securities") or options, warrants or other
                                    rights to purchase or subscribe for Common
                                    Stock or Convertible Securities ("Purchase
                                    Rights");

                           N1       = the number of shares of Common Stock which
                                    the aggregate consideration, if any,
                                    received or receivable by the Company for
                                    the total number of such additional shares
                                    of Common Stock so issued, sold or deemed
                                    issued or sold in such Dilutive Issuance
                                    (which, in the case of a deemed issuance or
                                    sale, shall be calculated in accordance with
                                    subparagraph (ii) below) would purchase at
                                    the Exercise Price in effect immediately
                                    prior to such Dilutive Issuance; and

                           N2       = the number of such additional shares of
                                    Common Stock so issued, sold or deemed
                                    issued or sold in such Dilutive Issuance.

         Notwithstanding the foregoing, no adjustment shall be made pursuant
hereto if such adjustment would result in an increase in the Exercise Price.

                  (ii) Effect On Exercise Price Of Certain Events. For purposes
of determining the adjusted Exercise Price under subparagraph (i) of this
Section 4(c), the following will be applicable:


                                       5
<PAGE>


                           (A) Issuance Of Purchase Rights. If the Company
         issues or sells any Purchase Rights, whether or not immediately
         exercisable, and the price per share for which Common Stock is issuable
         upon the exercise of such Purchase Rights (and the price of any
         conversion of Convertible Securities, if applicable) is less than the
         Exercise Price in effect on the date of issuance or sale of such
         Purchase Rights, then the maximum total number of shares of Common
         Stock issuable upon the exercise of all such Purchase Rights (assuming
         full conversion, exercise or exchange of Convertible Securities, if
         applicable) shall, as of the date of the issuance or sale of such
         Purchase Rights, be deemed to have been issued and sold by the Company
         for such price per share. For purposes of the preceding sentence, the
         "price per share for which Common Stock is issuable upon the exercise
         of such Purchase Rights" shall be determined by dividing (x) the total
         amount, if any, received or receivable by the Company as consideration
         for the issuance or sale of all such Purchase Rights, plus the minimum
         aggregate amount of additional consideration, if any, payable to the
         Company upon the exercise of all such Purchase Rights, plus, in the
         case of Convertible Securities issuable upon the exercise of such
         Purchase Rights, the minimum aggregate amount of additional
         consideration payable upon the conversion, exercise or exchange of all
         such Convertible Securities (determined in accordance with the
         calculation method set forth in subparagraph (ii)(D) below), by (y) the
         maximum total number of shares of Common Stock issuable upon the
         exercise of all such Purchase Rights (assuming full conversion,
         exercise or exchange of Convertible Securities, if applicable). Except
         as provided in Section 6(c)(ii)(C) hereof, no further adjustment to the
         Exercise Price shall be made upon the actual issuance of such Common
         Stock upon the exercise of such Purchase Rights or upon the conversion,
         exercise or exchange of Convertible Securities issuable upon exercise
         of such Purchase Rights.

                           (B) Issuance Of Convertible Securities. If the
         Company issues or sells any Convertible Securities, whether or not
         immediately convertible, exercisable or exchangeable, and the price per
         share for which Common Stock is issuable upon such conversion, exercise
         or exchange is less than the Exercise Price in effect on the date of
         issuance or sale of such Convertible Securities, then the maximum total
         number of shares of Common Stock issuable upon the conversion, exercise
         or exchange of all such Convertible Securities shall, as of the date of
         the issuance or sale of such Convertible Securities, be deemed to have
         been issued and sold by the Company for such price per share. For the
         purposes of the immediately preceding sentence, the "price per share
         for which Common Stock is issuable upon such conversion, exercise or
         exchange" shall be determined by dividing (A) the total amount, if any,
         received or receivable by the Company as consideration for the issuance
         or sale of all such Convertible Securities, plus the minimum aggregate
         amount of additional consideration, if any, payable to the Company upon
         the conversion, exercise or exchange of all such Convertible Securities
         (determined in accordance with the calculation method set forth in
         subparagraph (ii)(D)), by (B) the maximum total number of shares of
         Common Stock issuable upon the exercise, conversion or exchange of all
         such Convertible Securities. Except as provided in Section 6(c)(ii)(C)
         hereof, no further adjustment to the Exercise Price shall be made upon
         the actual issuance of such Common Stock upon conversion, exercise or
         exchange of such Convertible Securities.

                           (C) Change In Option Price Or Conversion Rate. If
         there is a change at any time in (x) the purchase price or amount of
         additional consideration payable to the Company upon the exercise of
         any Purchase Rights; (y) the amount of additional consideration, if
         any, payable to the Company upon the conversion, exercise or exchange
         of any Convertible Securities the adjustment for which is not otherwise
         covered under Section 6(c)(ii)(B) above; or (z) the rate at which any
         Convertible Securities are convertible into or exercisable or
         exchangeable for Common Stock, then in any such case, the Exercise
         Price in effect at the time of such change shall be readjusted to the
         Exercise Price which would have been in effect at such time had such
         Purchase Rights or Convertible Securities still outstanding provided
         for such changed purchase price, additional consideration or changed
         conversion, exercise or exchange rate, as the case may be, at the time
         initially issued or sold.


                                       6
<PAGE>


                           (D) Calculation Of Consideration Received. If any
         Common Stock, Purchase Rights or Convertible Securities are issued or
         sold for cash, the consideration received therefor will be the amount
         received by the Company therefor, after deduction of all underwriting
         discounts or allowances in connection with such issuance, grant or
         sale. In case any Common Stock, Purchase Rights or Convertible
         Securities are issued or sold for a consideration part or all of which
         shall be other than cash, including in the case of a strategic or
         similar arrangement in which the other entity will provide services to
         the Company, purchase services from the Company or otherwise provide
         intangible consideration to the Company, the amount of the
         consideration other than cash received by the Company (including the
         net present value of the consideration expected by the Company for the
         provided or purchased services) shall be the fair market value of such
         consideration, except where such consideration consists of securities,
         in which case the amount of consideration received by the Company will
         be the average of the last sale prices thereof on the principal market
         for such securities during the period of ten Trading Days immediately
         preceding the date of receipt. In case any Common Stock, Purchase
         Rights or Convertible Securities are issued in connection with any
         merger or consolidation in which the Company is the surviving
         corporation, the amount of consideration therefor will be deemed to be
         the fair market value of such portion of the net assets and business of
         the non-surviving corporation as is attributable to such Common Stock,
         Purchase Rights or Convertible Securities, as the case may be. The
         independent members of the Company's Board of Directors shall calculate
         reasonably and in good faith, using standard commercial valuation
         methods appropriate for valuing such assets, the fair market value of
         any consideration other than cash or securities; provided, however,
         that if the Holder does not agree to such fair market value calculation
         within three business days after receipt thereof from the Company, then
         such fair market value shall be determined in good faith by an
         investment banker or other appropriate expert of national reputation
         selected by the Holder and reasonably acceptable to the Company, with
         the costs of such appraisal to be borne by the Company.

                  (iii) Exceptions To Adjustment Of Exercise Price.
Notwithstanding the foregoing, no adjustment to the Exercise Price shall be made
pursuant to this Section 6(c) upon the issuance of any Excluded Securities. For
purposes hereof, "Excluded Securities" means (1) securities purchased under the
Securities Purchaser Agreement; (2) securities issued upon conversion or
exercise of the Warrants (as defined in the Securities Purchase Agreement); (3)
shares of Common Stock issuable or issued to employees, consultants or directors
from time to time upon the exercise of options, in such case granted or to be
granted in the discretion of the Board of Directors pursuant to one or more
stock option plans or restricted stock plans in effect as of the Issue Date; (4)
shares of Common Stock issued in connection with any stock split, stock dividend
or recapitalization of the Company; (5) securities issued upon conversion of
outstanding shares of the Company's Convertible Preferred Stock outstanding as
of the date of this Warrant, if any, provided that the terms of such preferred
stock have not been amended since the date hereof; (6) securities issued upon
conversion or exercise of Debentures or Warrants issued under the Securities
Purchase Agreement, dated as of August 20., 2003 and (7) 1,820,600 shares
issuable upon exercise of currently outstanding warrants and options listed on
Schedule 1 hereto.


                                       7
<PAGE>


                  (iv) Notice Of Adjustments. Upon the occurrence of each
adjustment or readjustment of the Exercise Price pursuant to this Section 4
resulting in a change in the Exercise Price by more than one percent (1%), or
any change in the number or type of stock, securities and/or other property
issuable upon exercise of this Warrant, the Company, at its expense, shall
promptly compute such adjustment or readjustment or change and prepare and
furnish to the Holder a certificate setting forth such adjustment or
readjustment or change and showing in detail the facts upon which such
adjustment or readjustment or change is based. The Company shall, upon the
written request at any time of the Holder, furnish to the Holder a like
certificate setting forth: (i) such adjustment or readjustment or change, (ii)
the Exercise Price at the time in effect and (iii) the number of shares of
Common Stock and the amount, if any, of other securities or property which at
the time would be received upon exercise of this Warrant.

         (a) Major Transactions. In the event of a merger, consolidation,
business combination, tender offer, exchange of shares, recapitalization,
reorganization, redemption or other similar event, as a result of which shares
of Common Stock of the Company shall be changed into the same or a different
number of shares of the same or another class or classes of stock or securities
or other assets of the Company or another entity or the Company shall sell all
or substantially all of its assets (each of the foregoing being a "Major
Transaction"), the Company will give the Holder at least twenty (20) days
written notice prior to the closing of such Major Transaction in a manner that
does not constitute disclosure of material non-public information (unless
otherwise previously consented to in writing by the Holder), and: (i) the Holder
shall be permitted to exercise this Warrant in whole or in part at any time
prior to the record date for the receipt of such consideration and shall be
entitled to receive, for each share of Common Stock issuable to Holder for such
exercise, the same per share consideration payable to the other holders of
Common Stock in connection with such Major Transaction, and (ii) if and to the
extent that the Holder retains any portion of this Warrant following such record
date, the Company will cause the surviving or, in the event of a sale of assets,
purchasing entity, as a condition precedent to such Major Transaction, to assume
the obligations of the Company under this Warrant, with such adjustments to the
Exercise Price and the securities covered hereby as may be necessary in order to
preserve the economic benefits of this Warrant to the Holder.

         (b) Adjustments; Additional Shares, Securities or Assets. In the event
that at any time, as a result of an adjustment made pursuant to this Section 4,
the Holder of this Warrant shall, upon exercise of this Warrant, become entitled
to receive securities or assets (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock shall be deemed to
refer to and include such shares and/or other securities or assets; and
thereafter the number of such shares and/or other securities or assets shall be
subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 6.


                                       8
<PAGE>


         5.       Fractional Interests.

                  No fractional shares or scrip representing fractional shares
shall be issuable upon the exercise of this Warrant, but on exercise of this
Warrant, the Holder hereof may purchase only a whole number of shares of Common
Stock. If, on exercise of this Warrant, the Holder hereof would be entitled to a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, the Company shall, in lieu of issuing any such fractional share,
pay to the Holder an amount in cash equal to the product resulting from
multiplying such fraction by the market price as of the Exercise Date.

         6.       Transfer of this Warrant.

                  The Holder may sell, transfer, assign, pledge or otherwise
dispose of this Warrant, in whole or in part, as long as such sale or other
disposition is made pursuant to an effective registration statement or an
exemption from the registration requirements of the Securities Act. Upon such
transfer or other disposition, the Holder shall deliver this Warrant to the
Company together with a written notice to the Company, substantially in the form
of the Transfer Notice attached hereto as Exhibit B (the "Transfer Notice"),
indicating the person or persons to whom this Warrant shall be transferred and,
if less than all of this Warrant is transferred, the number of Warrant Shares to
be covered by the part of this Warrant to be transferred to each such person.
Within three (3) business days of receiving a Transfer Notice and the original
of this Warrant, the Company shall deliver to the each transferee designated by
the Holder a Warrant or Warrants of like tenor and terms for the appropriate
number of Warrant Shares and, if less than all this Warrant is transferred,
shall deliver to the Holder a Warrant for the remaining number of Warrant
Shares.

         7.       Benefits of this Warrant.

                  This Warrant shall be for the sole and exclusive benefit of
the Holder of this Warrant and nothing in this Warrant shall be construed to
confer upon any person other than the Holder of this Warrant any legal or
equitable right, remedy or claim hereunder.

         8.       Loss, Theft, Destruction or Mutilation  of Warrant.

                  Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of indemnity reasonably satisfactory to the Company, and upon
surrender of this Warrant, if mutilated, the Company shall execute and deliver a
new Warrant of like tenor and date.

         9.       Notice or Demands.

                  Any notice, demand or request required or permitted to be
given by the Company or the Holder pursuant to the terms of this Warrant shall
be in writing and shall be deemed delivered (i) when delivered personally or by
verifiable facsimile transmission, unless such delivery is made on a day that is
not a business day, in which case such delivery will be deemed to be made on the
next succeeding business day, (ii) on the next business day after timely
delivery to an overnight courier and (iii) on the business day actually received
if deposited in the U.S. mail (certified or registered mail, return receipt
requested, postage prepaid), addressed as follows:


                                       9
<PAGE>


                  If to the Company:

                  The Singing Machine Company, Inc.
                  6601 Lyons Road, Building A-7
                  Coconut Creek, FL 33073
                  Attn: Yi Ping Chan
                  Tel: (954) 596-1000
                  Fax: (954) 596-2000

                  with a copy (not constituting notice) to:

                  Sichenzia Ross Friedman Ference LLP
                  1065 Avenue of the Americas
                  New York, NY 10018
                  Attention: Darrin M. Ocasio, Esq.
                  Tel:  (212) 930-9700
                  Fax: (212) 930-9725

                  If to Holder:

                  At the address set forth below Holder's signature on the
                  Securities Purchase Agreement.

                  with a copy (not constituting notice) to:

                  Handal & Associates
                  1200 Third Avenue, Suite 1321
                  San Diego, CA 92101-4111
                  Attn:  Anton Handal, Esq.
                  Tel:  (619) 544-6400
                  Fax:  (619) 696-0323

         10. Attorney's Fees. In the event any litigation, arbitration,
mediation, or other proceeding ("Proceeding") is initiated by any party(ies)
against any other party(ies) to enforce, interpret or otherwise obtain judicial
or quasi-judicial relief in connection with this Agreement, the prevailing
party(ies) in such Proceeding shall be entitled to recover from the unsuccessful
party(ies) all costs, expenses, actual attorney's and expert witness fees,
relating to or arising out of: (i) such Proceeding (whether or not such
Proceeding proceeds to judgment), and (ii) any post-judgment or post-award
proceeding including, without limitation, one to enforce any judgment or award
resulting from any such Proceeding. Any such judgment or award shall contain a
specific provision for the recovery of all such subsequently incurred costs,
expenses, actual attorney and expert witness fees.

         11.      Applicable Law.

                  This Warrant is issued under and shall for all purposes be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within the State of
New York.


                                       10
<PAGE>


         12.      Amendments.

                  No amendment, modification or other change to, or waiver of
any provision of, this Warrant may be made unless such amendment, modification
or change is set forth in writing and is signed by the Company and the Holder.

         13.      Entire Agreement.

         This Warrant, the Securities Purchase Agreement and the Registration
Rights Agreement, and the schedules and exhibits hereto and thereto, constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. This
Warrant, the Securities Purchase Agreement and the Registration Rights Agreement
supersede all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof.

         14.      Headings.

         The headings in this Warrant are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.



                           [Signature Page to Follow]


<PAGE>


         IN WITNESS WHEREOF, the Company has duly executed and delivered this
Warrant as of the Issue Date.



                                             THE SINGING MACHINE COMPANY, INC.


                                             By: /s/ Yi Ping Chan
                                                 -------------------------------
                                                 Yi Ping Chan
                                                 Interim Chief Executive Officer


<PAGE>


                              EXHIBIT A to WARRANT

                                 EXERCISE NOTICE


         The undersigned Holder hereby irrevocably exercises the right to
purchase of the shares of Common Stock ("Warrant Shares") of The Singing Machine
Company, Inc. evidenced by the attached Warrant (the "Warrant").

         The Holder elects to make payment of the full Exercise Price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

________          $__________ in lawful money of the United States; and/or

________          the cancellation of such portion of the attached Warrant as is
                  exercisable for a total of _______ shares of Common Stock
                  (using a Market Price of $_______ per share for purposes of
                  this calculation); and/or

________          the cancellation of such number of shares of Common Stock as
                  is necessary, in accordance with the formula set forth in
                  Section 1(c), to exercise this Warrant with respect to the
                  maximum number of shares of Common Stock purchasable pursuant
                  to the cashless exercise procedure set forth in Section 1(c).


Date: ______________________


- -----------------------------------
     Name of Registered Holder

By:  _______________________________
     Name:
     Title:


<PAGE>


                              EXHIBIT B to WARRANT

                                 TRANSFER NOTICE



FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells,
assigns and transfers unto the person or persons named below the right to
purchase shares of the Common Stock of The Singing Machine Company, Inc.
evidenced by the attached Warrant.


Date: ______________________


- -----------------------------------
     Name of Registered Holder

By:  _______________________________
     Name:
     Title:

Transferee Name and Address:

- ----------------------------

- ----------------------------

- ----------------------------


<PAGE>


                                   Schedule 1

                        Outstanding Options and Warrants


<TABLE>
<CAPTION>
Private Warrants                                              Issued      Vested     Expiration
                                                             --------     --------   ----------
<S>                                     <C>       <C>        <C>          <C>         <C>
   Roth Capital Partners LLP            4.025     103,896    9/8/2003     9/8/2003    9/7/2006
   Omicron Master Trust                 4.025     285,714    9/8/2003     9/8/2003    9/7/2006
   SF Capital Partners, Ltd.            4.025      57,143    9/8/2003     9/8/2003    9/7/2006
   Bristol Investment Fund, Ltd.        4.025      34,286    9/8/2003     9/8/2003    9/7/2006
   Ascend Offshore Fund, Ltd.           4.025      54,629    9/8/2003     9/8/2003    9/7/2006
   Ascend Partners LP                   4.025       6,651    9/8/2003     9/8/2003    9/7/2006
   Ascend Partners Sapient LP           4.025      18,720    9/8/2003     9/8/2003    9/7/2006
                                                      -
   Omicron Master Trust                  1.52      18,750    2/9/2004     2/9/2004    9/7/2006
   SF Capital Partners, Ltd.             1.52       3,750    2/9/2004     2/9/2004    9/7/2006
   Bristol Investment Fund, Ltd.         1.52       2,250    2/9/2004     2/9/2004    9/7/2006
   Ascend Offshore Fund, Ltd.            1.52       3,585    2/9/2004     2/9/2004    9/7/2006
   Ascend Partners LP                    1.52         437    2/9/2004     2/9/2004    9/7/2006
   Ascend Partners Sapient LP            1.52       1,229    2/9/2004     2/9/2004    9/7/2006
                                                  -------
Unexercised Warrants                              591,040
                                                  =======
</TABLE>


Option: Employee stock options as of February 21, 2006: 1,289,560 shares
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>7
<FILENAME>v036479_ex99-1.txt
<TEXT>
[The Singing Machine Company Logo]

Investor Contact:                                         Company Contact:
Neil Berkman                                              Y.P. Chan
Berkman Associates                                        Interim CEO
(310) 826 - 5051                                          (954) 596 - 1000
info@BerkmanAssociates.com                                www.SingingMachine.com


                              FOR IMMEDIATE RELEASE


                      The Singing Machine Company Announces
                 $3 Million Equity Investment By A Key Supplier


Coconut Creek, FL, February 27, 2006 -- The Singing Machine Company (AMEX: SMD)
announced today that koncepts International Ltd. a Hong Kong subsidiary of
Starlight International Holdings Ltd. (Hong Kong Stock Exchange:485), has agreed
to acquire approximately 12.9 million newly issued, unregistered shares of the
Company's common stock (representing approximately 56% of the total number of
shares issued and outstanding following the closing of the proposed transaction)
for a total of $3 million, or $0.233 per share. In addition, the investor would
receive warrants to acquire up to an additional 5.0 million shares over a
four-year period at prices ranging from $0.233 to $0.350 per share.

This privately negotiated transaction is subject to the successful restructuring
by The Singing Machine of the $4 million subordinated debenture which came due
on February 20, 2006, as well as to the approval of the American Stock Exchange
and the shareholders of Starlight International Holdings Ltd as per the
requirement of Hong Kong Stock Exchange. The Company hopes to close this
transaction within the next 60 days.

As previously announced, The Singing Machine is in discussions with the holders
of the subordinated debentures, and will make a public announcement as soon as
new information is available.

About Starlight International Holdings Ltd.

Starlight International Holdings Ltd. is an investment holding company listed on
the Hong Kong Stock Exchange whose subsidiaries are principally engaged in the
design, manufacture and sale of a wide range of electronic products, securities
trading and property development. It is currently one of the key suppliers of
The Singing Machine Company.

About The Singing Machine

Incorporated in 1982, The Singing Machine Company develops and distributes a
full line of consumer-oriented karaoke machines and music as well as other
products under The Singing Machine(TM), Motown(TM), MTV(TM), Nickelodeon(TM),
Hi-5(TM) and other brand names. The first to provide karaoke systems for home
entertainment in the United States, The Singing Machine sells its products in
North America, Europe and Asia.


<PAGE>

Forward-Looking Statements

      This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are based on current expectations, estimates and projections about
the Company's business based, in part, on assumptions made by management and
include, but are not limited to statements about our financial statements for
the fiscal year ended March 31, 2006. These statements are not guarantees of
future performance and involve risks and uncertainties that are difficult to
predict. Therefore, actual outcomes and results may differ materially from what
is expressed or forecasted in such forward-looking statements due to numerous
factors, including the risks that our vendors in China may not ship our products
on the scheduled basis and that we will have sufficient cash flow to finance our
working capital needs in the second and third quarter of this fiscal year. In
addition, you should review our risk factors in our SEC filings which are
incorporated herein by reference. Such forward-looking statements speak only as
of the date on which they are made and the company does not undertake any
obligation to update any forward-looking statement to reflect events or
circumstances after the date of this release.

                                    * * * * *

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

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