EXHIBIT 10.5

                                                         As of November 13, 2002


Mr. Eddie Steele, CEO
The Singing Machine Company, Inc.
6601 Lyons Road, Bldg. A-7
Coconut Creek, FL 33073

Re:      Second Amendment to MTVN Domestic Merchandise License Agreement

Dear Eddie:

Reference is made to the agreement dated the 1st day of November, 2000, as
amended January 1, 2002, by and between MTV Networks, a division of Viacom
International Inc. ("MTVN"), and The Singing Machine Company, Inc. ("Licensee")
with respect to the "MTV: Music Television" name, trademark and logo (the
"Licensed Property") (the "Agreement"). Capitalized terms used without
definition herein shall have the respective definitions set forth in the
Agreement.

Effective as of the date hereof, MTVN and Licensee hereby agree that the
Agreement shall be amended as follows:

1. The definition of "Term" contained in the Basic Provisions of the Agreement
shall be deleted in its entirety and replaced with the following:

         "The Term of this Agreement shall commence on November 1. 2000 and
continue through December 31, 2003."

2. In addition to (and not in lieu of) the Guaranteed Minimum Royalty of
$686,250 payable pursuant to the Agreement, Licensee shall pay MTVN an
additional Guaranteed Minimum Royalty of $1,500,000, payable as follows:

         $500,000 on or before December 27, 2002; $333,334 on or before June 1,
         2003; $333,333 on or before September 1, 2003; and $333,333 on or
         before December 1, 2003.

3. Notwithstanding anything to the contrary contained in the Agreement, the
additional Guaranteed Minimum Royalty due pursuant to Paragraph 2 hereinabove
shall (a) not be recoupable against any royalties due for sales of Licensed
Products sold through December 31, 2002 and (b) be recoupable solely against
royalties due for sales of Licensed Products sold on or after January 1, 2003.

4. The following shall be added to the definition of Royalty Rate contained in
the Basic Provisions of the Agreement:


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*    The confidential portion has been so omitted pursuant to a request for
     confidential treatment and has been filed separately with the Securities
     and Exchange Commission.

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"The Royalty Rate on sales of all Licensed Products sold on or after January 1,
2003 shall be * of Net Sales (as defined in the Additional Terms and Conditions
of the Agreement)."

5. The definition of Licensed Products contained in the Basic Provisions of the
Agreement shall be deleted in its entirety and replaced with the following:

The "LICENSED       (1)  Each year of the Term, Licensee shall release at least
PRODUCTS"                eight compact discs or cassettes in at least four
                         different musical genres consisting of a compilation of
                         music tracks, which shall be branded with the Licensed
                         Property and contain the technology necessary for the
                         end-user to participate in Karaoke activities (the
                         "Music Product(s)"). The number of Music Products to be
                         released by Licensee shall be subject to MTVN's prior
                         approval in its sole discretion. In addition to the
                         provisions set forth in Article 4, MTVN shall have
                         prior and final approval rights regarding the identity
                         of the music tracks and any performances contained on
                         the Music Products. The content contained in the Music
                         Products may only be provided to the end-user via the
                         Music Products as packaged goods and may not be
                         provided on any other technical platform now known or
                         hereafter devised. The Music Products shall be sold
                         separately from the MTV Karaoke Machines (as hereafter
                         defined).

                    (2)  Each year of the Term, Licensee shall release no more
                         than three compact discs of a compilation of no more
                         than eight music tracks which shall be branded with the
                         Licensed Property and contain the technology necessary
                         for the end- user to participate in Karaoke activities
                         which shall be packaged with the MTV Karaoke Machines
                         (the "Sampler Music Products"). In addition to the
                         provisions set forth in Article 4, MTVN shall have
                         prior and final approval rights regarding the identity
                         of the music tracks and any performances contained on
                         the Sampler Music Products. For the avoidance of doubt,
                         the content contained in the Sampler Music Products may
                         only be provided to the end-user via the Sampler Music
                         Products as packaged goods and may not be provided on
                         any other technical platform now known or hereafter
                         devised. No royalties shall be paid by Licensee to MTVN
                         for Sampler Music Products.

                    (3)  (a) One version of a uni-directional, handheld
                         microphone which (i) weighs approximately 10 ounces,
                         with

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*    The confidential portion has been so omitted pursuant to a request for
     confidential treatment and has been filed separately with the Securities
     and Exchange Commission.

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                         a frequency response of 100-12,000 Hz, Sensitivity
                         of-76B+/- 3dB at 1 1000Hz and Impedance of 600
                         ohm+/-15%, (ii) is approximately 2-1/6" X 10-1/2"
                         in size, (iii) is branded with the Licensed
                         Property, (iv) must use a wire that plugs into the
                         MTV Karaoke Machines to be operational and (v) may
                         be sold individually (a "Duet Microphone") or
                         packaged together with the MTV Karaoke Machines (a
                         "Microphone Sold With MTV Karaoke Machines")
                         (Model No. SMM 300).

                         (b) One version of a uni-directional, handheld
                         microphone which (i) weighs approximately 10
                         ounces, with a frequency response of 100-10,000
                         Hz, Sensitivity of-72dB +1- 3dB at 1000Hz and
                         Impedance of 600 ohm +1-30% (ii) is approximately
                         1.8" by 11.1" in size, (iii) is branded with the
                         Licensed Property, (iv) may be sold as a Duet
                         Microphone or a Microphone Sold With MTV Karaoke
                         Machines, (v) includes a cord to plug the
                         microphone into an MTV Karaoke Machine and two AA
                         batteries for use without the cord as a wireless
                         microphone (Model No. SMM 106).

                         (Section 3(a) and Section 3(b), individually and
                         collectively, the "Microphone(s)").

                         For the avoidance of doubt, a Microphone shall be
                         used by either plugging it into an MTV Karaoke
                         Machine or using "AA" batteries and singing into
                         it for an amplified voice effect accomplished by
                         the end-user singing into such Microphone.

                    (4)  One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities and (b) includes
                         (i) a television set, (ii) a single cassette deck for
                         recording Karaoke performances and (iii) an AM/FM
                         terrestrial radio receiver (Model No. STVG-700).

                    (5)  One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities, (b) does not
                         include a viewing monitor, (c) must be used with a
                         separate television set or viewing monitor in order to
                         view the lyrics of the songs

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                         and (d) includes (i) a handle (ii) two microphone
                         inputs, (iii) AC/DC power operation, (iv) a
                         Microphone, (v) a patch cord and (vi) built-in
                         speaker system (Model No. SMG-128).

                    (6)  One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) will be sold
                         exclusively at Toys R Us retail stores from the
                         beginning of the Term through December 31, 2002, and in
                         any of the Licensed Channels of Distribution
                         thereafter, (b) enables the end-user to play the Music
                         Products and the Sampler Music Products and participate
                         in Karaoke activities, (c) does not include a viewing
                         monitor, (d) must be used with a separate television
                         set or viewing monitor in order to view the lyrics of
                         the songs and (e) includes (i) a single cassette deck,
                         (ii) two microphone inputs, (iii) AC power operation,
                         (iv) a Microphone and (v) a patch cord (Model No.
                         SMG-138).

                    (7)  One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities, (b) allows the
                         end-users to plug the Karaoke machine into a separate
                         television set and video cassette recorder which allows
                         the end-user to view and record their Karaoke
                         performance, (c) includes a viewing monitor, (d)
                         includes a video camera feature that (i) is permanently
                         attached to the top of the Karaoke machine and
                         manufactured as part of the Karaoke machine hardware as
                         a whole, (ii) needs to be manually adjusted by the
                         end-user to record the end-user's Karaoke performance,
                         (iii) is not an individual piece of hardware separate
                         and apart from the Karaoke machine and is not able to
                         be detached from the Karaoke Machine for use
                         independent of the Karaoke machine, (iv) does not
                         contain the technical functionality to allow it to
                         operate as a stand alone video camera and (e) includes
                         (i) two Microphone inputs, (ii) AC power operation,
                         (iii) a Microphone and (iv) a patch cord (Model No.
                         SMVG 600).

                    (8)  One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities, (b) does not
                         include a viewing monitor, (c) must be used with a
                         separate television set or viewing monitor in order to
                         view the lyrics of the songs, (d) has a tray load,

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                         three CD&G changer, (e) has a top load, single cassette
                         deck for recording and playing back Karaoke
                         performances and (f) includes a (i) remote control
                         which is solely operational with the SMG-282, (ii)
                         Microphone and (iii) built-in speaker system (Model No.
                         SMG-282).

                    (9)  One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities, (b) does not
                         include a viewing monitor, (c) must be used with a
                         separate television set or viewing monitor in order to
                         view the lyrics of the songs, (d) has a tray load,
                         three CD&G changer, (e) has a front load, single
                         cassette deck for recording and playing back Karaoke
                         performances and (f) includes a (i) remote control
                         which is solely operational with the SMG-270, (ii)
                         Microphone and (iii) built-in speaker system (Model No.
                         SMG-270).

                    (10) One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities, (b) does not
                         include a viewing monitor, (c) must be used with a
                         separate television set or viewing monitor in order to
                         view the lyrics of the songs, (d) has a tray load,
                         three CD&G changer, (e) has a top (load, single
                         cassette deck for recording and playing back Karaoke
                         performances and (f) includes a (i) remote control
                         solely operational with the SMG-280, (ii) Microphone
                         and (iii) built-in speaker system (Model No. SMG-280).

                    (11) One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities, (b) includes a
                         built-in 5.5 inch black and white viewing monitor, (c)
                         has a top load, single CD&G player and (d) includes a
                         (i) Microphone and (ii) built-in speaker system (Model
                         No. STVG-50l).

                    (12) One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities, (b) includes a

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                         built-in 5.5 inch black and white viewing monitor, (c)
                         has a front load, single cassette deck for recording
                         and playing back Karaoke performances, (d) has a top
                         load, single CD&G player and (e) includes a (i)
                         Microphone and (ii) built-in speaker system (Model No.
                         STVG-505).

                    (13) One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities, (b) does not
                         include a viewing monitor, (c) must be used with a
                         separate television set or viewing monitor in order to
                         view the lyrics of the songs, (d) has a top load,
                         single CD&G player, (e) includes a video camera feature
                         that (i) is permanently attached to the top of the
                         Karaoke machine and manufactured as part of the machine
                         hardware as a whole, (ii) needs to be manually adjusted
                         by the end-user to record the end-user's performance,
                         (iii) is not an individual piece of hardware separate
                         and apart from the Karaoke machine and is not able to
                         be detached from the Karaoke machine for use
                         independent of the Karaoke machine, (iv) does not
                         contain the technical functionality to allow it to
                         operate as a stand alone video camera and (f) includes
                         (i) headphone plug in capability, (ii) a device that
                         allows the Karaoke machine to be mounted to the top of
                         a television set and (iii) a Microphone (Model No.
                         SMVG-608).

                    (14) One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities, (b) includes a
                         built-in 13- inch color television set (i) manufactured
                         as part of the Karaoke machine hardware as a whole,
                         (ii) which receives television reception and is used as
                         a viewing monitor for Karaoke activities and (iii)
                         contains a "cable-tuner module" responsible for signal
                         decoding (i.e., does not need an external/separate
                         device to receive the television signal from the
                         available cable), (c) has a tray load, single CD&G
                         player that is (1) capable of playing regular CD-ROM
                         discs as well as discs in DVD format containing audio
                         visual performances stored on DVD disks in a digital
                         form using a MPEG-2 compression standard, (ii) not
                         designed or capable of modifying any content of DVD or
                         compact disks in any form and (iii) is not designed or
                         capable of recording or copying

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                         any content ("DVD Player"), (d) includes a video
                         camera feature that (i) is permanently attached to
                         the top of the Karaoke machine and manufactured as
                         part of the Karaoke machine hardware as a whole,
                         (ii) needs to be manually adjusted by the end-user
                         to record the end-user's performance, (iii) is not
                         an individual piece of hardware separate and apart
                         from the Karaoke machine and is not able to be
                         detached from the Karaoke machine for use
                         independent of the Karaoke machine and (iv) does
                         not contain the technical functionality to allow
                         it to operate as a stand alone video camera, (e)
                         includes a video cassette recorder device capable
                         of playing and recording audio visual Karaoke
                         performances solely in an analog form from and
                         onto film based tapes/cartridges ("VCR"), which
                         VCR is (i) manufactured as part of the Karaoke
                         machine as a whole and (ii) is not an individual
                         piece of hardware separate and apart from the
                         Karaoke machine and (f) includes a (i) remote
                         control which is solely operational with the
                         STVG-630 and (ii) Microphone (Model No. STVG-630).

                    (15) One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities, (b) includes a
                         built-in 7 inch black and white television set (i)
                         manufactured as part of the Karaoke machine hardware as
                         a whole, (ii) that receives television reception and is
                         used as a viewing monitor for Karaoke activities and
                         (iii) does not contain a "cable-tuner module" (i.e.,
                         needs an external/separate device to receive the
                         television signal from the available cable), (c) has a
                         front load, single cassette deck for recording and
                         playing back Karaoke performances, (d) has a tray load,
                         single CD&G player, (e) has an AM/FM terrestrial radio
                         receiver (i.e., a device that enables an end-user to
                         listen to audio content solely via such receiver) and
                         (f) includes a (i) Microphone and (ii) built-in speaker
                         system (Model No. STVG-707).

                    (16) One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities, (b) does not
                         include a viewing monitor, (c) must be used with a
                         separate television set or viewing monitor in order to
                         view the lyrics of the songs, (d) has a top load,
                         single CD&G player which also

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                         operates as a DVD Player, (e) has a front load,
                         single cassette deck for recording and playing
                         back Karaoke performances and (f) includes a (i)
                         remote control solely operational with the
                         SMG-800, (ii) Microphone and (iii) built-in
                         speaker system (Model No. SMG-800).

                    (17) One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities, (b) does not
                         include a viewing monitor, (c) must be used with a
                         separate television set or viewing monitor in order to
                         view the lyrics of the songs, (d) has a tray load,
                         single CD&G player which also operates as DVD Player,
                         (e) has a front load, dual cassette deck for recording
                         and playing back Karaoke performances, (f) stereo
                         functionality includes (i) a subwoofer and (ii) two
                         speakers that may be (y) detached from the main body of
                         the Karaoke machine and (z) connected to the Karaoke
                         machine using wires or short range wireless
                         communications solely using the radio spectrum
                         necessary for one-way wireless microphones and in no
                         way facilitates any other means of communication
                         including, but not limited to, a commercial mobile
                         radio service pursuant to **47 C.F.R. Part 20 and (g)
                         includes a (i) remote control solely operational with
                         the SMG-8 10, (ii) Microphone and (iii) built-in
                         speaker system (Model No. SMD-810).

                    (18) One version of a Karaoke hardware machine branded with
                         the Licensed Property which (a) enables the end-user to
                         play the Music Products and the Sampler Music Products
                         and participate in Karaoke activities, (b) does not
                         include a viewing monitor, (c) must be used with a
                         separate television set or viewing monitor in order to
                         view the lyrics of the songs, (d) has a tray load,
                         three CD&G changer, (e) has a front load, dual cassette
                         deck for recording and playing back Karaoke
                         performances, (f) stereo functionality includes (i) 40
                         watts stereo power, which also operates as an amplifier
                         (i.e., for a guitar or keyboard with volume control),
                         (ii) adjustable reverb and (iii) key control
                         functionality which allows the end-user to adjust the
                         music to the musical key of their choice and (g)
                         includes a (i) Microphone and (ii) built-in speaker
                         system (Model No. SMG-900).

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                         ((9)-(18) only, each, a "2003 MTV Karaoke Machine"
                         and collectively, the "2003 MTV Karaoke
                         Machines").

                         ((4)-(18) each, a "MTV Karaoke Machine" and
                         collectively, the "MTV Karaoke Machines").

                         ((l)-(18) each, a "Licensed Product" and
                         collectively, the "Licensed Products").

                         The parties acknowledge and agree that, (1) in no
                         event shall the Licensed Products, or any features
                         contained therein, be Internet compatible or
                         contain any other components or technical
                         functionality now known or hereafter devised or
                         developed that would allow the Licensed Products
                         to broadcast, stream, deliver or distribute any
                         content. MTVN shall have prior approval rights
                         regarding all technical components of the Licensed
                         Products and (2) any device or item that does not
                         (a) meet all of the specifications and include all
                         of the capabilities set forth in the definitions
                         of the Licensed Products and (b) without limiting
                         the specifications, restrictions and descriptions
                         of functionality and capability set forth on the
                         definitions of the Licensed Products, contain all
                         the features included on the technical spec sheets
                         for the Licensed Products (excluding the Sampler
                         Music Products and the Music Products), attached
                         hereto at Attachment A, shall not constitute a
                         "Licensed Product" hereunder. In no event shall
                         any of the Licensed Products include any other
                         components or technical functionality now known or
                         hereafter devised or developed which is not
                         specified herein including, but not limited to,
                         wireless, cellular, satellite or any mobile
                         telephone functionality. If Licensee intends to
                         create, develop, sell, distribute or manufacture a
                         product that varies from the Licensed Products to
                         the extent that it modifies, enhances or otherwise
                         alters one or more of the stated features or adds
                         an unstated feature, then Licensee shall give MTVN
                         prior notice describing such requested alteration,
                         and MTVN then may elect in its sole discretion to
                         include such altered product as part of the
                         definition of "Licensed Products" by giving notice
                         to Licensee and amending this Agreement to such
                         effect.

6. The Presentation Date To Licensee's Retailers for the 2003 MTV Karaoke
Machines shall be January 9, 2003 at the Consumer Electronics Show.

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7. The Initial Ship Date To Licensee's Retailers for the 2003 MTV Karaoke
Machines shall be June 1, 2003.

8. Licensee shall release a minimum of six of the eleven 2003 MTV Karaoke
Machines in accordance with Section 6 and Section 7 above and the terms and
conditions of the Agreement. Notwithstanding anything to the contrary, Licensee
shall have the right, but not the obligation, to release any of the no more than
five remaining unreleased 2003 MTV Karaoke Machines; provided, however, that
such release is in accordance with the terms and conditions of the Agreement.
The identity of all 2003 MTV Karaoke Machines to be released shall be mutually
agreed upon by MTVN and Licensee.

9. Licensee acknowledges and agrees that it shall not, or authorize others, to
design, manufacture, market, distribute or sell Karaoke machines that have the
same color schemes and designs as any MTV Karaoke machines that are being
released for the Term of the Agreement.

10. Licensee acknowledges and agrees that the MTV Karaoke Machines shall always
be primarily marketed and sold as Karaoke machines as opposed to other functions
or features which may be contained in the Licensed Products.

Except as otherwise herein amended, the Agreement is hereby ratified and
confirmed in all respects.

Please indicate your acceptance of the foregoing by signing in the space
provided below.

                                      Very truly yours,

                                      MTV Networks, a
                                      division of Viacom
                                      International Inc.


                                      By:      /s/ Donald Silvey
                                         -------------------------------------
                                      Name:    Donald Silvey
                                      Title:   SVP Program Enterprises
ACCEPTED AND AGREED TO:

THE SINGING MACHINE COMPANY, INC.


By:      /s/ Edward Steele
    ------------------------------
Name:    Edward Steele
Title:   CEO



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