Exhibit 10.5

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES

                          COMMON STOCK PURCHASE WARRANT

                  To Purchase 103,896 Shares of Common Stock of

                        THE SINGING MACHINE COMPANY, INC.

                  THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value
received, Roth Capital Partners, LLC (with any permitted assignee or successor,
the "Holder"), is entitled, upon the terms and subject to the limitations on
exercise and the conditions hereinafter set forth, at any time on or after
September 8, 2003 (the "Initial Exercise Date") and on or prior to the close of
business on the third anniversary of the Initial Exercise Date (the "Termination
Date") but not thereafter, to subscribe for and purchase from The Singing
Machine Company, Inc., a corporation incorporated in Delaware (the "Company"),
up to 103,896 shares (the "Warrant Shares") of Common Stock, par value $.01 per
share, of the Company (the "Common Stock"). The purchase price of one share of
Common Stock (the "Exercise Price") under this Warrant shall be $4.025, subject
to adjustment hereunder.

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     1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws and Section 7 of this Warrant, this Warrant and
all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company.

     2. Authorization of Warrant Shares. The Company represents and warrants
that all Warrant Shares which may be issued upon the exercise of the purchase
rights represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

     3. Exercise of Warrant.

               (a) Exercise of the purchase rights represented by this Warrant
may be made at any time or times on or after the Initial Exercise Date and on or
before the Termination Date by delivery to the Company of a duly executed
facsimile copy of the Notice of Exercise Form annexed hereto (or such other
office or agency of the Company as it may designate by notice in writing to the
registered Holder at the address of such Holder appearing on the books of the
Company); provided, however, within 5 Trading Days of the date said Notice of
Exercise is delivered to the Company, the Holder shall have surrendered this
Warrant to the Company and the Company shall have received payment of the
aggregate Exercise Price of the shares thereby purchased by wire transfer or
cashier's check drawn on a United States bank. Certificates for shares purchased
hereunder shall be delivered to the Holder within the earlier of (i) 5 Trading
Days after the date on which the Notice of Exercise shall have been delivered by
facsimile copy or (ii) 3 Trading Days from the delivery to the Company of the
Notice of Exercise Form by facsimile copy, surrender of this Warrant and payment
of the aggregate Exercise Price as set forth above ("Warrant Share Delivery
Date"); provided, however, in the event the Warrant is not surrendered or the
aggregate Exercise Price is not received by the Company within 5 Trading Days
after the date on which the Notice of Exercise shall be delivered by facsimile
copy, the Warrant Share Delivery Date shall be extended to the extent such 5
Trading Day period is exceeded (or alternatively, within three (3) Trading Days
after the date on which this Warrant shall have been exercised, the Company
shall at the Holder's election deliver the Warrant Shares to the Holder, if
eligible, via the Depository Trust Company's ("DTC") Deposit Withdrawal Agent
Commission ("DWAC") system via the DTC instructions provided to the Company in
the Notice of Exercise or otherwise in writing). This Warrant shall be deemed to
have been exercised on the date the Notice of Exercise is delivered to the
Company by facsimile copy. The Warrant Shares shall be deemed to have been
issued, and Holder or any other person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as
of the date the Warrant has been exercised by payment to the Company of the
Exercise Price and all taxes required to be paid by the Holder, if any, pursuant
to Section 5 prior to the issuance of such shares, have been paid. If the
Company fails to deliver to the Holder a certificate or certificates
representing the Warrant Shares pursuant to this Section 3(a) by the

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Warrant Share Delivery Date, then the Holder will have the right to rescind such
exercise. In addition to any other rights available to the Holder, if the
Company fails to deliver to the Holder a certificate or certificates
representing the Warrant Shares pursuant to an exercise on or before the Warrant
Share Delivery Date, and if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a "Buy-In"), then the
Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant Shares that the Company was required to deliver to the Holder
in connection with the exercise at issue times (B) the price at which the sell
order giving rise to such purchase obligation was executed, and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored or deliver to
the Holder the number of shares of Common Stock that would have been issued had
the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (1) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The
Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In, together with applicable confirmations
and other evidence reasonably requested by the Company. Nothing herein shall
limit a Holder's right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company's failure to
timely deliver certificates representing shares of Common Stock upon exercise of
the Warrant as required pursuant to the terms hereof. The Holder agrees that it
will have not right to exercise any remedies contained in this Agreement if the
Company is in default under the terms of its credit agreement with its primary
commercial lender or the payment of any amounts required herein will result in
the Company's failing to meet its financial requirements under its credit
agreement with its primary commercial lender.

               (b) If this Warrant shall have been exercised in part, the
          Company shall, at the time of delivery of the certificate or
          certificates representing Warrant Shares, deliver to Holder a new
          Warrant evidencing the rights of Holder to purchase the unpurchased
          Warrant Shares called for by this Warrant, which new Warrant shall in
          all other respects be identical with this Warrant.

               (c) The Company shall not effect any exercise of this Warrant,
          and the Holder shall not have the right to exercise any portion of
          this Warrant, pursuant to Section 3(a) or otherwise, to the extent
          that after giving effect to such issuance after exercise, the Holder
          (together with the Holder's affiliates), as set forth on the
          applicable Notice of Exercise, would beneficially own in excess of
          4.99% of the number of shares of the Common Stock outstanding
          immediately after giving effect to such issuance. For purposes of the
          foregoing sentence, the number of shares of Common Stock beneficially
          owned by the Holder and its affiliates shall include the number of
          shares of Common Stock issuable upon exercise of this Warrant with
          respect to which the determination of

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<PAGE>


          such sentence is being made, but shall exclude the number of shares of
          Common Stock which would be issuable upon (A) exercise of the
          remaining, nonexercised portion of this Warrant beneficially owned by
          the Holder or any of its affiliates and (B) exercise or conversion of
          the unexercised or nonconverted portion of any other securities of the
          Company (including, without limitation, any other Debentures or
          Warrants) subject to a limitation on conversion or exercise analogous
          to the limitation contained herein beneficially owned by the Holder or
          any of its affiliates. Except as set forth in the preceding sentence,
          for purposes of this Section 3(c), beneficial ownership shall be
          calculated in accordance with Section 13(d) of the Exchange Act. To
          the extent that the limitation contained in this Section 3(c) applies,
          the determination of whether this Warrant is exercisable (in relation
          to other securities owned by the Holder) and of which a portion of
          this Warrant is exercisable shall be in the sole discretion of such
          Holder, and the submission of a Notice of Exercise shall be deemed to
          be such Holder's determination of whether this Warrant is exercisable
          (in relation to other securities owned by such Holder) and of which
          portion of this Warrant is exercisable, in each case subject to such
          aggregate percentage limitation, and the Company shall have no
          obligation to verify or confirm the accuracy of such determination.
          For purposes of this Section 3(c), in determining the number of
          outstanding shares of Common Stock, the Holder may rely on the number
          of outstanding shares of Common Stock as reflected in (x) the
          Company's most recent Form 10-Q or Form 10-K, as the case may be, (y)
          a more recent public announcement by the Company or (z) any other
          notice by the Company or the Company's Transfer Agent setting forth
          the number of shares of Common Stock outstanding. Upon the written or
          oral request of the Holder, the Company shall within two Trading Days
          confirm orally and in writing to the Holder the number of shares of
          Common Stock then outstanding. In any case, the number of outstanding
          shares of Common Stock shall be determined after giving effect to the
          conversion or exercise of securities of the Company, including this
          Warrant, by the Holder or its affiliates since the date as of which
          such number of outstanding shares of Common Stock was reported. The
          provisions of this Section 3(c) may be waived by the Holder upon, at
          the election of the Holder, not less than 61 days' prior notice to the
          Company, and the provisions of this Section 3(c) shall continue to
          apply until such 61st day (or such later date, as determined by the
          Holder, as may be specified in such notice of waiver).

               (d) This Warrant may also be exercised at such time by means
          of a "cashless exercise" in which the Holder shall be entitled to
          receive a certificate for the number of Warrant Shares equal to the
          quotient obtained by dividing [(A-B) (X)] by (A), where:

            (A)  = the VWAP of the Common Stock on the Trading Day preceding
                   the date of such election;

            (B)  = the Exercise Price of the Warrants, as adjusted; and

            (X)  = the number of Warrant Shares issuable upon exercise of
                   this Warrant in accordance with the terms of this Warrant.

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<PAGE>

            "VWAP" means, for any date, the price determined by the first of
            the following clauses that applies: (a) the daily volume weighted
            average price of the Common Stock for such date (or the nearest
            preceding date) on the primary market or exchange on which the
            Common Stock is then listed or quoted as reported by Bloomberg
            Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern
            Time to 4:00 p.m. Eastern Time); (b) if the Common Stock is not
            then listed or quoted on a market or exchange and if prices for
            the Common Stock are then quoted on the OTC Bulletin Board, the
            volume weighted average price of the Common Stock for such date
            (or the nearest preceding date) on the OTC Bulletin Board; (c) if
            the Common Stock is not then listed or quoted on the OTC Bulletin
            Board and if prices for the Common Stock are then reported in the
            "Pink Sheets" published by the National Quotation Bureau
            Incorporated (or a similar organization or agency succeeding to
            its functions of reporting prices), the average of the most
            recent bid and ask price per share of the Common Stock so
            reported; or (d) in all other cases, the fair market value of a
            share of Common Stock as determined by a nationally
            recognized-independent appraiser selected in good faith by
            Holder.


     4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

     5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares
shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such certificate, all of
which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

     6. Closing of Books. The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

     7. Transfer, Division and Combination.

               (a) Subject to compliance with any applicable securities laws and
          the conditions set forth in Sections 1 and 7(e) hereof and to the
          provisions of Section 4.1 of the Purchase Agreement, this Warrant and
          all rights hereunder are transferable, in whole or in part, upon
          surrender of this Warrant at the principal office of the Company,
          together with a written assignment of this Warrant substantially in
          the form attached hereto duly executed by the Holder or its agent or
          attorney and funds sufficient to pay any transfer taxes payable upon
          the making of such transfer. Upon such surrender and, if required,

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<PAGE>

          such payment, the Company shall execute and deliver a new Warrant or
          Warrants in the name of the assignee or assignees and in the
          denomination or denominations specified in such instrument of
          assignment, and shall issue to the assignor a new Warrant evidencing
          the portion of this Warrant not so assigned, and this Warrant shall
          promptly be cancelled. A Warrant, if properly assigned, may be
          exercised by a new holder for the purchase of Warrant Shares without
          having a new Warrant issued.

               (b) This Warrant may be divided or combined with other Warrants
          upon presentation hereof at the aforesaid office of the Company,
          together with a written notice specifying the names and denominations
          in which new Warrants are to be issued, signed by the Holder or its
          agent or attorney. Subject to compliance with Section 7(a), as to any
          transfer which may be involved in such division or combination, the
          Company shall execute and deliver a new Warrant or Warrants in
          exchange for the Warrant or Warrants to be divided or combined in
          accordance with such notice.

               (c) The Company shall prepare, issue and deliver at its own
          expense (other than transfer taxes) the new Warrant or Warrants under
          this Section 7.

               (d) The Company agrees to maintain, at its aforesaid office,
          books for the registration and the registration of transfer of the
          Warrants.

               (e) If, at the time of the surrender of this Warrant in
          connection with any transfer of this Warrant, the transfer of this
          Warrant shall not be registered pursuant to an effective registration
          statement under the Securities Act and under applicable state
          securities or blue sky laws, the Company may require, as a condition
          of allowing such transfer (i) that the Holder or transferee of this
          Warrant, as the case may be, furnish to the Company a written opinion
          of counsel (which opinion shall be in form, substance and scope
          customary for opinions of counsel in comparable transactions) to the
          effect that such transfer may be made without registration under the
          Securities Act and under applicable state securities or blue sky laws,
          (ii) that the holder or transferee execute and deliver to the Company
          an investment letter in form and substance acceptable to the Company
          and (iii) that the transferee be an "accredited investor" as defined
          in Rule 501(a) promulgated under the Securities Act.

     8. No Rights as Shareholder until Exercise. This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
of the aggregate Exercise Price (or by means of a cashless exercise), the
Warrant Shares so purchased shall be and be deemed to be issued to such Holder
as the record owner of such shares as of the close of business on the later of
the date of such surrender or payment.

     9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and

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deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

     10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

     11. Adjustments of Exercise Price and Number of Warrant Shares.

          (a) Stock Splits, etc. The number and kind of securities purchasable
     upon the exercise of this Warrant and the Exercise Price shall be subject
     to adjustment from time to time upon the happening of any of the following.
     In case the Company shall (i) pay a dividend in shares of Common Stock or
     make a distribution in shares of Common Stock to holders of its outstanding
     Common Stock, (ii) subdivide its outstanding shares of Common Stock into a
     greater number of shares, (iii) combine its outstanding shares of Common
     Stock into a smaller number of shares of Common Stock, or (iv) issue any
     shares of its capital stock in a reclassification of the Common Stock, then
     the number of Warrant Shares purchasable upon exercise of this Warrant
     immediately prior thereto shall be adjusted so that the Holder shall be
     entitled to receive the kind and number of Warrant Shares or other
     securities of the Company which it would have owned or have been entitled
     to receive had such Warrant been exercised in advance thereof. Upon each
     such adjustment of the kind and number of Warrant Shares or other
     securities of the Company which are purchasable hereunder, the Holder shall
     thereafter be entitled to purchase the number of Warrant Shares or other
     securities resulting from such adjustment at an Exercise Price per Warrant
     Share or other security obtained by multiplying the Exercise Price in
     effect immediately prior to such adjustment by the number of Warrant Shares
     purchasable pursuant hereto immediately prior to such adjustment and
     dividing by the number of Warrant Shares or other securities of the Company
     resulting from such adjustment. An adjustment made pursuant to this
     paragraph shall become effective immediately after the effective date of
     such event retroactive to the record date, if any, for such event.

          (b) Anti-Dilution Provisions. During the Exercise Period, the Exercise
     Price shall be subject to adjustment from time to time as provided in this
     Section 11(b). In the event that any adjustment of the Exercise Price as
     required herein results in a fraction of a cent, such Exercise Price shall
     be rounded up or down to the nearest cent.

               (i) Adjustment of Exercise Price. If and whenever the Company
          issues or sells, or in accordance with Section 11(b)(ii) hereof is
          deemed to have issued or sold, any shares of Common Stock by means of
          Capital Shares Equivalents (as defined in the Purchase Agreement) for
          an effective consideration per share of less than the then Exercise
          Price or for no consideration (such lower price, the "Base Share
          Price" and such issuances collectively, a "Dilutive Issuance"), then,
          the Exercise Price shall be reduced (A) if such Dilutive Issuance
          occurs on or prior to the first anniversary of the Initial Exercise

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          Date, by an amount equal to 75% of the difference between the then
          Exercise Price and the Base Share Price and (B) if such Dilutive
          Issuance occurs after the first anniversary of the Initial Exercise
          Date, by an amount equal to 50% of the difference between the then
          Exercise Price and the Base Share Price. Such adjustment shall be made
          whenever such shares of Common Stock or Capital Shares Equivalent are
          issued.

               (ii) Effect on Exercise Price of Certain Events. For purposes of
          determining the adjusted Exercise Price under Section 11(b) hereof,
          the following will be applicable:

                    (A) Issuance of Rights or Options. If the Company in any
               manner issues or grants any warrants, rights or options, whether
               or not immediately exercisable, to subscribe for or to purchase
               Common Stock or Capital Shares Equivalent (such warrants, rights
               and options to purchase Common Stock or Capital Shares Equivalent
               are hereinafter referred to as "Options") and the effective price
               per share for which Common Stock is issuable upon the exercise of
               such Options is less than the Exercise Price ("Below Base Price
               Options"), then the maximum total number of shares of Common
               Stock issuable upon the exercise of all such Below Base Price
               Options (assuming full exercise, conversion or exchange of
               Capital Shares Equivalent, if applicable) will, as of the date of
               the issuance or grant of such Below Base Price Options, be deemed
               to be outstanding and to have been issued and sold by the Company
               for such price per share and the maximum consideration payable to
               the Company upon such exercise (assuming full exercise,
               conversion or exchange of Capital Shares Equivalent, if
               applicable) will be deemed to have been received by the Company.
               For purposes of the preceding sentence, the "effective price per
               share for which Common Stock is issuable upon the exercise of
               such Below Base Price Options" is determined by dividing (i) the
               total amount, if any, received or receivable by the Company as
               consideration for the issuance or granting of all such Below Base
               Price Options, plus the minimum aggregate amount of additional
               consideration, if any, payable to the Company upon the exercise
               of all such Below Base Price Options, plus, in the case of
               Capital Shares Equivalent issuable upon the exercise of such
               Below Base Price Options, the minimum aggregate amount of
               additional consideration payable upon the exercise, conversion or
               exchange thereof at the time such Capital Shares Equivalent first
               become exercisable, convertible or exchangeable, by (ii) the
               maximum total number of shares of Common Stock issuable upon the
               exercise of all such Below Base Price Options (assuming full
               conversion of Capital Shares Equivalent, if applicable). No
               further adjustment to the Exercise Price will be made upon the
               actual issuance of such Common Stock upon the exercise of such
               Below Base Price Options or upon the exercise, conversion or
               exchange of Capital Shares Equivalent issuable upon exercise of
               such Below Base Price Options.

                    (B) Issuance of Capital Shares Equivalent. If the Company in
               any manner issues or sells any Capital Shares Equivalent,

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               whether or not immediately convertible (other than where the
               same are issuable upon the exercise of Options) and the effective
               price per share for which Common Stock is issuable upon such
               exercise, conversion or exchange is less than the Exercise Price,
               then the maximum total number of shares of Common Stock issuable
               upon the exercise, conversion or exchange of all such Capital
               Shares Equivalent will, as of the date of the issuance of such
               Capital Shares Equivalent, be deemed to be outstanding and to
               have been issued and sold by the Company for such price per share
               and the maximum consideration payable to the Company upon such
               exercise (assuming full exercise, conversion or exchange of
               Capital Shares Equivalent, if applicable) will be deemed to have
               been received by the Company. For the purposes of the preceding
               sentence, the "effective price per share for which Common Stock
               is issuable upon such exercise, conversion or exchange" is
               determined by dividing (i) the total amount, if any, received or
               receivable by the Company as consideration for the issuance or
               sale of all such Capital Shares Equivalent, plus the minimum
               aggregate amount of additional consideration, if any, payable to
               the Company upon the exercise, conversion or exchange thereof at
               the time such Capital Shares Equivalent first become exercisable,
               convertible or exchangeable, by (ii) the maximum total number of
               shares of Common Stock issuable upon the exercise, conversion or
               exchange of all such Capital Shares Equivalent. No further
               adjustment to the Exercise Price will be made upon the actual
               issuance of such Common Stock upon exercise, conversion or
               exchange of such Capital Shares Equivalent.

                    (C) Change in Option Price or Conversion Rate. If there is a
               change at any time in (i) the amount of additional consideration
               payable to the Company upon the exercise of any Options; (ii) the
               amount of additional consideration, if any, payable to the
               Company upon the exercise, conversion or exchange of any Capital
               Shares Equivalent; or (iii) the rate at which any Capital Shares
               Equivalent are convertible into or exchangeable for Common Stock
               (in each such case, other than under or by reason of provisions
               designed to protect against dilution), the Exercise Price in
               effect at the time of such change will be readjusted to the
               Exercise Price which would have been in effect at such time had
               such Options or Capital Shares Equivalent still outstanding
               provided for such changed additional consideration or changed
               conversion rate, as the case may be, at the time initially
               granted, issued or sold.

                    (D) Calculation of Consideration Received. If any Common
               Stock, Options or Capital Shares Equivalent are issued, granted
               or sold for cash, the consideration received therefor for
               purposes of this Warrant will be the amount received by the
               Company therefor, before deduction of reasonable commissions,
               underwriting discounts or allowances or other reasonable expenses
               paid or incurred by the Company in connection with such issuance,
               grant or sale. In case any Common

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               Stock, Options or Capital Shares Equivalent are issued or sold
               for a consideration part or all of which shall be other than
               cash, the amount of the consideration other than cash received by
               the Company will 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 fair market value (closing bid price, if traded on any
               market) thereof as of the date of receipt. In case any Common
               Stock, Options or Capital Shares Equivalent 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, Options or
               Capital Shares Equivalent, as the case may be. The fair market
               value of any consideration other than cash or securities will be
               determined in good faith by an investment banker or other
               appropriate expert of national reputation selected by the Company
               and reasonably acceptable to the holder hereof, with the costs of
               such appraisal to be borne by the Company.

                    (E) Exceptions to Adjustment of Exercise Price.
               Notwithstanding the foregoing, no adjustment will be made under
               this Section 11(b) in respect of (1) the granting of options to
               employees, officers, directors and key consultants of the Company
               pursuant to any stock option plan or other plan duly adopted by a
               majority of the non-employee members of the Board of Directors of
               the Company or a majority of the members of a committee of
               non-employee directors established for such purpose, or (2) upon
               the exercise of the Debentures or any Debentures of this series
               or of any other series or security issued by the Company in
               connection with the offer and sale of this Company's securities
               pursuant to the Purchase Agreement, or (3) upon the exercise of
               or conversion of any Capital Shares Equivalent or Options issued
               and outstanding on the Original Issue Date, provided that the
               securities have not been amended since the date of the Purchase
               Agreement except as a result of the Purchase Agreement, or (4)
               acquisitions or strategic investments, the primary purpose of
               which is not to raise capital, or (5) the granting of stock,
               stock options and/or warrants to an investment group in
               connection with the advancement of $1 million to the Company,
               which transaction is described in Item 13 of the Company's Annual
               Report on Form 10-K for the fiscal year ended March 31, 2003.

               (iii) Minimum Adjustment of Exercise Price. No adjustment of the
          Exercise Price shall be made in an amount of less than 1% of the
          Exercise Price in effect at the time such adjustment is otherwise
          required to be made, but any such lesser adjustment shall be carried
          forward and shall be made at the time and together with the next
          subsequent adjustment which, together with any

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          adjustments so carried forward, shall amount to not less than 1% of
          such Exercise Price.

     12. Reorganization, Reclassification, Merger, Consolidation or Disposition
of Assets. In case the Company shall reorganize its capital, reclassify its
capital stock, consolidate or merge with or into another corporation (where the
Company is not the surviving corporation or where there is a change in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or otherwise dispose of all or substantially all its property, assets or
business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive, at
the option of the Holder, (a) upon exercise of this Warrant, the number of
shares of Common Stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and Other Property receivable upon
or as a result of such reorganization, reclassification, merger, consolidation
or disposition of assets by a Holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event or (b) cash
equal to the value of this Warrant as determined in accordance with the
Black-Scholes option pricing formula. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 12 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

     13. Voluntary Adjustment by the Company. The Company may at any time during
the term of this Warrant reduce the then current Exercise Price to any amount
and for any period of time deemed appropriate by the Board of Directors of the
Company.

     14. Notice of Adjustment. Whenever the number of Warrant Shares or number
or kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other

                                       11
<PAGE>

securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.

     15. Notice of Corporate Action. If at any time:

          (a) the Company shall take a record of the holders of its Common Stock
     for the purpose of entitling them to receive a dividend or other
     distribution, or any right to subscribe for or purchase any evidences of
     its indebtedness, any shares of stock of any class or any other securities
     or property, or to receive any other right, or

          (b) there shall be any capital reorganization of the Company, any
     reclassification or recapitalization of the capital stock of the Company or
     any consolidation or merger of the Company with, or any sale, transfer or
     other disposition of all or substantially all the property, assets or
     business of the Company to, another corporation or,

          (c) there shall be a voluntary or involuntary dissolution, liquidation
     or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up. Each
such written notice shall be sufficiently given if addressed to Holder at the
last address of Holder appearing on the books of the Company and delivered in
accordance with Section 17(d).

     16. Authorized Shares. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed.

                                       12
<PAGE>

     Except and to the extent as waived or consented to by the Holder, the
Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

     Before taking any action which would result in an adjustment in the number
of Warrant Shares for which this Warrant is exercisable or in the Exercise
Price, the Company shall obtain all such authorizations or exemptions thereof,
or consents thereto, as may be necessary from any public regulatory body or
bodies having jurisdiction thereof.

     17. Miscellaneous.

          (a) Jurisdiction. This Warrant shall constitute a contract under the
     laws of California, without regard to its conflict of law, principles or
     rules. Venue shall be exclusively the county of San Diego, California.

          (b) Restrictions. The Holder acknowledges that the Warrant Shares
     acquired upon the exercise of this Warrant, if not registered, will have
     restrictions upon resale imposed by state and federal securities laws.

          (c) Nonwaiver and Expenses. No course of dealing or any delay or
     failure to exercise any right hereunder on the part of Holder shall operate
     as a waiver of such right or otherwise prejudice Holder's rights, powers or
     remedies, notwithstanding all rights hereunder terminate on the Termination
     Date. If the Company willfully and knowingly fails to comply with any
     provision of this Warrant, which results in any material damages to the
     Holder, the Company shall pay to Holder such amounts as shall be sufficient
     to cover any costs and expenses including, but not limited to, reasonable
     attorneys' fees, including those of appellate proceedings, incurred by
     Holder in collecting any amounts due pursuant hereto or in otherwise
     enforcing any of its rights, powers or remedies hereunder.

          (d) Notices. Any notice, request or other document required or
     permitted to be given or delivered to the Holder by the Company shall be
     delivered in accordance with the notice provisions of the Purchase
     Agreement.

                                       13
<PAGE>

          (e) Limitation of Liability. No provision hereof, in the absence of
     any affirmative action by Holder to exercise this Warrant or purchase
     Warrant Shares, and no enumeration herein of the rights or privileges of
     Holder, shall give rise to any liability of Holder for the purchase price
     of any Common Stock or as a stockholder of the Company, whether such
     liability is asserted by the Company or by creditors of the Company.

          (f) Remedies. Holder, in addition to being entitled to exercise all
     rights granted by law, including recovery of damages, will be entitled to
     specific performance of its rights under this Warrant. The Company agrees
     that monetary damages would not be adequate compensation for any loss
     incurred by reason of a breach by it of the provisions of this Warrant and
     hereby agrees to waive the defense in any action for specific performance
     that a remedy at law would be adequate.

          (g) Successors and Assigns. Subject to applicable securities laws,
     this Warrant and the rights and obligations evidenced hereby shall inure to
     the benefit of and be binding upon the successors of the Company and the
     successors and permitted assigns of Holder. The provisions of this Warrant
     are intended to be for the benefit of all Holders from time to time of this
     Warrant and shall be enforceable by any such Holder or holder of Warrant
     Shares.

          (h) Amendment. This Warrant may be modified or amended or the
     provisions hereof waived with the written consent of the Company and the
     Holder.

          (i) Severability. Wherever possible, each provision of this Warrant
     shall be interpreted in such manner as to be effective and valid under
     applicable law, but if any provision of this Warrant shall be prohibited by
     or invalid under applicable law, such provision shall be ineffective to the
     extent of such prohibition or invalidity, without invalidating the
     remainder of such provisions or the remaining provisions of this Warrant.

          (j) Headings. The headings used in this Warrant are for the
     convenience of reference only and shall not, for any purpose, be deemed a
     part of this Warrant.

          (k) Broker-Dealer Provision. To the extent this Warrant is being
     issued to a broker-dealer that is acting as a placement agent in the
     transaction in which it is being issued, any terms, restrictions or
     limitations required by the compensation rules of the National Association
     of Securities Dealers are incorporated by this reference herein.

                              ********************

                                       14
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.

Dated:  September 8, 2003
                                          THE SINGING MACHINE COMPANY, INC.

                                          By: /s/ Yi Ping Chan
                                              ----------------
                                              Name: Yi Ping Chan
                                              Title: Chief Operating Officer

                                       15
<PAGE>

                               NOTICE OF EXERCISE

To:      THE SINGING MACHINE COMPANY, INC.

     (1) The undersigned hereby elects to purchase ________ Warrant Shares of
The Singing Machine Company, Inc. pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price
in full, together with all applicable transfer taxes, if any.

     (2) Payment shall take the form of (check applicable box):

          [ ] in lawful money of the United States; or

          [ ] the cancellation of such number of Warrant Shares as is
              necessary, in accordance with the formula set forth in subsection
              3(d), to exercise this Warrant with respect to the maximum number
              of Warrant Shares purchasable pursuant to the cashless exercise
              procedure set forth in subsection 3(d).

     (3) Please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is specified
below:

         ________________________________________



The Warrant Shares shall be delivered to the following DTC account:

                  ________________________________________

                  ________________________________________

                  ________________________________________


     (4) Accredited Investor. The undersigned is an "accredited investor" as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

                                         [PURCHASER]


                                          By: ______________________________
                                              Name:
                                              Title:

                                          Dated:  __________________________

<PAGE>


                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


_______________________________________________ whose address is

_______________________________________________________________.



_______________________________________________________________

                                           Dated:  ______________, _______


                           Holder's Signature:  _____________________________

                           Holder's Address:    _____________________________

                                                _____________________________



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.