THE
SINGING
MACHINE


                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT ("Agreement") made as of the 5th day of March 2002
by and between THE SINGING MACHINE COMPANY, INC., a Delaware corporation with
its principal office at 6601 Lyons Road, Coconut Creek, FL 33073 (The "Company"
and April Green whose residence address is 259 NW 95 Terrace Coral Springs,
Florida 33071 (the "Employer").

         The Company and the Employee hereby agree as follows with respect to
the Employee's relationship with the Company:

1.       Relationship; Term. The Company shall retain the Employee and the
         Employee shall be retained by the Company, on the terms and conditions
         hereinafter set forth, as an Employee for a period (the "Employment
         Period") commencing on March 15, 2002 (the "Commencement Date"), and
         ending on March 14, 2005 (the "Termination Date"), unless terminated
         sooner pursuant to the provisions hereof. Such period of employment
         shall be automatically extended for one (1) one-year term unless either
         the Company or the Employee notifies the other in writing at least
         sixty (60) days prior to the end of the then current term that it or he
         does not intend to renew such employment, in which case such employment
         will expire at the end of the then current term. During the entire term
         of this Agreement, the Employee shall be the Company's Chief Financial
         Officer.

2.       Efforts on Company's Behalf. The Employee shall devote all of his time
         and his best efforts, skills and attention to the business and affairs
         of the Company, shall serve the Company faithfully and competently and
         shall at all times act in the Company's best interest. The services to
         be rendered by Executive during the term hereof shall be as Chief
         Financial Officer, subject at all times to the direction and control of
         the President. Nothing herein shall be construed to prevent other
         entities, which do not compete with the Company, from serving on the
         board of directors of any other company.

3.       Base Compensation

a)       The Company shall pay to the Executive, and the Executive agrees to
         accept, minimum base compensation of one hundred twenty-two thousand
         two hundred dollars ($122,200) per year (the "Base Compensation"),
         payable in accordance

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

<PAGE>


         with normal payroll policies of the Company and shall be subject to all
         usual and customary payroll deductions including all applicable
         withholding taxes.

b)       Employee's Base Compensation shall automatically increase over the
         prior year's Base Compensation each year during the term hereof by not
         less than the greater of:

         i.       Five percent (5%); or

         ii.      An amount calculated by multiplying the prior year's Base
                  Compensation by a fraction, the numerator of which shall be
                  the consumer price index ("Consumer Price Index"), as
                  hereafter defined, for the month of January in the year of
                  adjustment and the denominator of which shall be the Consumer
                  Price Index for All Urban Consumers, U.S. City Average (1982-
                  84=100) All Items, Bureau of Labor Statistics of the United
                  States Department of Labor.

4.       Bonus Compensation.
         -------------------

         A.       The Executive shall be entitled to receive a bonus (the "
                  Profit Bonus") for each fiscal year of the Company ("Fiscal
                  Year") during the employment period.

         B.       Employee's Bonus, for the first year of this contract, shall
                  be based upon a discretionary amount based solely upon company
                  performance. During the second year of this contract, the
                  Employee's bonus plan shall switch to: 8% share of the total
                  company wide bonus pool for each successive year of the
                  contract. All bonuses shall be paid in accordance with the
                  Company's cash bonus incentive plan.

         C.       In consideration of Employee's services hereunder, the
                  Executive shall be granted the option to purchase shares of
                  common stock of the Company in accordance with the terms of a
                  stock option agreement to be executed between the Company and
                  Employee after the effective date of this agreement.

         D.       The Company will reimburse the employee monthly for an
                  Allowance of Auto expenses not to exceed $300.

5.       Benefit Plans.

a.       The Executive shall be entitled to participation in all
         Company-sponsored benefit plans in accordance with terms, conditions
         and costs with usual or customary Company policy and will cover his
         entire family.

b.       In the event that the Company purchases insurance on the life of the
         Executive. Executive shall be entitled to purchase said policy from the
         Company in the event of his termination, pursuant to the terms hereof,
         for an amount equal to the cash surrender value thereof.

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

<PAGE>



6.       Business Expenses. The Employee shall be reimbursed for all usual
         and customary expenses incurred on behalf of the company, in accordance
         with Company practices and procedures; provided that each such expense
         is of a nature qualifying it as a proper deduction on the Federal
         income tax returns of the Company, exclusive of any limitation rules as
         a business expense of the Company and not as compensation to Employee,
         and Employee furnishes the Company with adequate documentary evidence
         to substantiate such expenses.

7.       Vacation. Employee shall be entitled to a paid vacation of three (3)
         weeks per each year of this agreement. Such vacation time allowance
         shall cumulatively accrue, and any unused vacation time for each year
         can be used in the following year or paid to the Employee at the
         Employee's sole discretion. The Company shall make all reasonable
         efforts to enable Employee to use his vacation leave each year.
         Employee shall also be entitled to all paid holidays made generally
         available by the company to its employees.

8.       Death or Disability

         a)       Notwithstanding anything to the contrary contained in
                  Paragraph 1 above if, during the term hereof, the Employee
                  suffers a disability (as defined below) the Company shall,
                  subject to the provisions of Paragraph 8 () hereof, continue
                  to pay Employee the compensation provided in Paragraph 3
                  hereof during the period of his disability; provided, however,
                  that in the event Employee is disabled for a continuous period
                  of ninety (90) days in any twelve- month period that the
                  employee is incapable of substantially fulfilling the duties
                  set forth in Section 2 or hereafter assigned to him by the
                  President or Board of Directors because of physical, mental or
                  emotional incapacity resulting from injury, sickness or
                  disease as determined by an independent physician agreed upon
                  by both the Company and the Employee, the Company may, at its
                  election, terminate this Agreement. In the event of such
                  termination, the Company shall continue to be obligated to pay
                  Employee his compensation earned up to the date of
                  termination.

         b)       As used in this Agreement, the term "disability" shall mea the
                  substantial inability of Employee to perform his duties under
                  this Agreement as determined by an independent physician
                  agreed upon by both the Company and the Employee.

         c)       In the event that employment ceases prior to the end of a
                  calendar month as a result of his death or disability or in
                  the event of a termination described in Paragraph 10 below,
                  the Company shall pay Employee or his legal representatives,
                  as the case may be, in addition to any other amounts payable
                  by the Company hereunder, a lump cash sum which shall in no
                  event be less than the salary plus any bonus to which Employee
                  would have been entitled had he continued to be affiliated
                  with the Company until the end of the calendar month during
                  which his affiliation terminates.

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

<PAGE>




9.       Change of Control.

         a)       For the purposes of this Agreement, a "Change of Control"
                  shall be deemed to have taken place if: (i) any person,
                  including a "group" as defined in Section 13 (d)(3) of the
                  Securities Exchange Act of 1934, as amended, becomes the owner
                  or beneficial owner of Company securities, after the date of
                  this Agreement, having 50% or more of the combined voting
                  power of the then outstanding securities of the Company that
                  may be cast for the election of directors of the Company
                  (other than as a result of an issuance of securities initiated
                  by the Company, or open market purchases approved by the
                  Board, as long as the majority of the Board approving the
                  purchases is the majority at the time the purchases are made),
                  or (ii) the persons who were directors of the Company before
                  such transactions shall cease to constitute a majority of the
                  Board of the Company, or any successor to the Company, as the
                  direct or indirect result of, or in connection with, any cash
                  tender or exchange offer, merger or other business
                  combination, sale of assets or contested election, or any
                  combination of the foregoing transactions.

         b)       The Company and Employee hereby agree that, if Employee is
                  affiliated with the Company on the date on which a Change of
                  Control occurs (the "Change of Control Date") the Company (or,
                  if Executive is affiliated with a subsidiary, the subsidiary)
                  will continue to retain Executive, and Executive will remain
                  affiliated with the Company (or subsidiary), for the period
                  commencing on the Change of Control Date and ending on the
                  first anniversary of such a date, to exercise such authority
                  and perform such Employee duties as are commensurate with the
                  authority being exercised and duties being performed by the
                  Employee immediately prior to the Change of Control Date.

         c)       During the remaining term hereof after the Change of Control
                  Date, the Company (or subsidiary) will (i) continue to pay
                  Employee a salary at not less than the level applicable to
                  Employee on the Change of Control Date, (ii) pay Employee
                  Bonuses in amounts not less in amount than those paid during
                  the twelve month period preceding the Change of Control Date,
                  and (iii) continue employee benefit programs as to Employee at
                  levels in effect on the Change of Control Date (but subject to
                  such reductions as may be required to maintain such plans in
                  compliance with applicable federal law regulating employee
                  benefit programs).

         d)       If during the remaining term hereof after the Change of
                  Control Date (i) Employee's employment is terminated by the
                  Company (or subsidiary), or (ii) there shall have occurred a
                  material reduction in Employee's compensation or employment
                  related benefits, or a material change in Employee's status,
                  working conditions, management responsibilities or titles, and

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

<PAGE>



         Employee voluntarily terminates his relationship with the company
         within sixty (60) days of any such occurrence, or the last in a series
         of occurrences, then Employee shall be entitled to receive, subject to
         the provisions of subparagraphs (e) and (f) below, a lump sum payment
         equal to 50% of Employee's "base period income" as determined under (e)
         below. Such amount will be paid to Employee within thirty (30) business
         days after his termination of affiliation with the Company.

         e)       The Employee's "base period income" shall be his base salary
                  and annual incentive bonuses paid or payable to him during or
                  with respect to the twelve month period preceding the date of
                  his termination of affiliation.

         f)       The amounts payable to Employee under any other compensation
                  arrangement maintained by the Company (or a subsidiary) which
                  became payable after payment of the lump sum provided for in
                  (a), upon or as a result of the exercise by Employee of rights
                  which are contingent on a Change of Control (and would be
                  considered a "parachute payment" under Internal Revenue Code &
                  280G and regulations thereunder), shall be increased by an
                  additional amount representing a gross-up of any federal
                  income tax liability arising from an excess parachute payment
                  or otherwise.

10.       Termination.
         ------------

         a)       Termination for Cause. This agreement may be immediately
                  terminated by the Company at any time during the Employment
                  Period for "cause". In such an event of termination, the
                  Company shall be obligated only to continue to pay to Employee
                  his Base Salary earned up to the effective date of
                  termination. "Cause" for purposes hereof shall mean a breach
                  of any of the provisions of this Agreement by Employee,
                  unsatisfactory performance of Employee's duties hereunder as
                  reasonably determined by the Company's Board of Directors,
                  willful misconduct or neglect of duties, conviction of any
                  criminal offense involving a felony, gross negligence,
                  malfeasance or a crime of moral turpitude.

         b)       Continuing Effect. Notwithstanding any termination of the
                  Employee as provided in this Section 10 or otherwise, the
                  provisions of Section 12 and 13 shall remain in full force and
                  effect and shall be binding on the Employee and his legal
                  representatives, successors and assigns.

11.       Consolidation, Merger or Sale of Assets. Nothing in this Agreement
         shall preclude the Company from consolidating or merging into or with,
         or transferring all or substantially all of its assets to, another
         corporation, which assumes this Agreement, and all obligations of the
         Company hereunder, in writing. Upon such consolidation, merger, or
         transfer of assets and assumption, the term "the Company" as used
         herein, shall mean such other corporation and this Agreement shall
         continue in full force and effect.

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

<PAGE>

12.      Restrictive Covenants

         a)       The Employee acknowledges that his services and
                  responsibilities are unique in character and are of particular
                  significance to the Company, that the Company is a competitive
                  business and that the Employee's continued and exclusive
                  service to the Company under this Agreement is of a high
                  degree of importance to the Company. Therefore, during the
                  Employment Period and for the applicable periods specified
                  below (each, the "Noncompete Period"), the Employee shall,
                  not, directly or indirectly, as owner, partner, joint venture,
                  Employee, broker, agent, corporate officer, principal,
                  licensor, shareholder (unless as owner of no more than five
                  percent (5%) of the issued and outstanding capital stock of
                  such entity if such stock is traded on a major securities
                  exchange, or in any other capacity whatsoever, engage in or
                  have any connection with any business which is competitive
                  with the Company, and which operates anywhere in the (World)
                  on the effective date of termination of this Agreement:

                  Reason for Termination                 Noncompete Period
                  Termination without cause                     1 year
                  Termination with cause                        2 years

                  For purposes of this Agreement, a business will be deemed to
                  be competitive with the Company if it is an importer/re-seller
                  of Karaoke hardware and/or software specializing in the United
                  States mass merchant marketplace.

         b)       In addition to the restrictions set fort in Section 12(a),
                  during the Noncompete period, the Employee shall not:

                  i.       directly or indirectly, by initiating contact or
                           otherwise induce, influence, combine or conspire
                           with, any of the officers, Employees or agents of the
                           Company to terminate his, her or its employment or
                           relationship with or to compete against the company;
                           or

                  ii.      directly or indirectly, by initiating contact or
                           otherwise, divert or attempt to divert any or all of
                           any customers' or suppliers' business with the
                           Company.

         a)       If, in any judicial proceedings, a court shall refuse to
                  enforce any of the covenants included in this Section 12 due
                  to extent, geographic scope or duration thereof, or otherwise,
                  then such unenforceable covenant shall be amended to relate to
                  such lesser extent, geographic scope or duration and this
                  Section 12 shall be enforceable, as amended. In the event the
                  Company should bring any legal action or other proceeding
                  against Employee for enforcement of this Agreement,

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

<PAGE>


                  the calculation of the Noncompete Period shall not include the
                  period of time commencing with the filing of legal action or
                  other proceeding to enforce this Agreement through the date of
                  final judgment or final resolution, including all appeals, of
                  any of such legal action or other proceeding unless the
                  Company is receiving the practical benefits of this Section 12
                  during such time. The existence of any claim or cause of
                  action by the Employee against the Company predicated on this
                  Agreement or otherwise shall not constitute a defense to the
                  enforcement by the Company of these covenants.

         b)       The Employee has carefully considered the nature and extent of
                  the restrictions upon the Employee and the rights and remedies
                  conferred upon the Company under this Section 12, and the
                  Employee hereby acknowledges that the restrictions on his
                  activity as contained herein are reasonably required for the
                  Company's protection, would not operate as a bar to the
                  Employee's sole means of support, are fully required to
                  protect the legitimate interests of the Company, do not confer
                  a benefit on the Company disproportionate to the detriment of
                  the Employee and are material inducements to the Company to
                  enter into this Agreement. The Employee hereby agrees that in
                  the event of a violation by him of any of the provisions of
                  this Agreement, the Company will be entitled to institute and
                  prosecute proceedings at law or in equity to obtain damages
                  with respect to such violation or to enforce the specific
                  performance of this Agreement by the Employee or to enjoin the
                  Employee from engaging in any activity in violation hereof.

13.      Treatment and Ownership of Confidential Information. The Employee
         acknowledges that during his employment he will learn and will have
         access to Confidential Information regarding the Company. For purposes
         of this Agreement, the term "Confidential" acquires or develops or has
         made use of, in whole or in part in connection with Employee's
         employment with the Company (whether before of after the date of this
         Agreement), including any financial data, client names and addresses,
         employee data, discoveries, processes, formulas, inventions, know- how,
         techniques and any other materials or information related to the
         business or activities of the Company which are not generally known to
         others engaged in similar businesses or activities. The Employee
         acknowledges that such Confidential Information as is required and used
         by the Company or its affiliates is a special, valuable and unique
         asset. The Employee will not, except in connection with and as required
         by his performance of his duties under this Agreement, for any reason
         use for his own benefit, or the benefit of any person or other entity
         for any reason or purpose whatsoever without the prior written consent
         of the Company's Board of Directors, unless such Confidential
         Information previously shall be and shall remain the exclusive property
         of the Company. The Employee agrees to promptly disclose to the Company
         all Confidential Information. The Employee agrees to turn over to the
         Company all physical manifestations of the Confidential Information in
         his possession or under his control at the request of the Company.


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

<PAGE>


14.      Employee Representations and Warranties. The Employee represents and
         warrants that he is not a party to, or bound by, any other employment
         agreements. The Employee further represents and warrants to the Company
         that his is free of known physical and mental disabilities that would,
         with or without reasonable accommodations that would create an undue
         hardship for the Company, impair his performance hereunder and he is
         fully empowered to enter and perform his obligations under this
         Agreement. Without limiting the generality of the foregoing, the
         Employee represents and warrants that he is under no restrictive
         covenants to any person or entity that will be violated by his entering
         into and performing this Agreement.

15.      Arbitration. Except as provided in sections 12 and 25 hereof, any
         dispute, controversy or claim arising under, out of, in connection
         with, or in relation to this Agreement, or the breach, termination,
         validity or enforceability of any provision of this Agreement, will be
         settled by an arbitrator (the "Arbitrator") chosen according to the
         rules of the American Arbitration Association's National Rules for
         Resolution of Employment Disputes, with the additional proviso that all
         steps necessary to insure the confidentiality of the proceedings will
         be added to the basic rules. Unless otherwise mutually agreed upon by
         the parties, the arbitration hearings shall be held in the Broward
         County, Florida. The parties hereby agree that the Arbitrator has full
         power and authority to hear and determine the controversy and make an
         award in writing in the form of a reasoned judicial opinion. The
         parties hereby stipulate in advance that the award is binding and
         final. The parties hereto also agree that judgment upon the arbitration
         award may be entered in any federal or state court having jurisdiction
         thereof. Each party is responsible for their own legal fees and
         out-of-pocket expenses.

16.      Binding Effect. Except as herein otherwise provided, this Agreement
         shall inure to the benefit of and shall be binding upon the parties
         hereto, their personal representatives, successors, heirs and assigns.

17.      Severability. Invalidity or unenforceability of any provisions hereof
         shall in no way affect the validity or enforceability of any other
         provisions.

18.      Terminology. All personal pronouns used in this Agreement, whether used
         in the masculine, feminine or neuter gender, shall include all other
         genders; the singular shall include the plural and vice versa. Titles
         of Paragraphs are for convenience only, and neither limit nor amplify
         the provisions of the Agreement itself.

19.      Governing Law. This Agreement shall be governed and construed in
         accordance with the laws of the State of Florida.

20.      Entire Agreement. This Agreement contains the entire understanding
         between the parties

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

<PAGE>



         and may not be changed or modified except by an Agreement in writing
         signed by all the parties.

21.      Notice. Any notice required or permitted to be delivered hereunder
         shall be deemed to be delivered when deposited in the United States
         mail, postage prepaid, registered or certified mail, return receipt
         required, addressed to the parties at the addresses first stated
         herein, or to such other addresses as either party hereto shall from
         time to time designate to the other party by notice in writing as
         provided herein.

22.      No Publicity. The Employee agrees that he will not engage in any
         conduct that is injurious to the Company's reputation and interests,
         including but not limited to, publicly disparaging (or inducing or
         encouraging other to publicly disparage) the Company or any of the
         Company's directors, officers, employees or agents.

23.      Cooperation. Employee agrees to cooperate fully with the Company by
         providing information to the Company and its representatives, agents or
         advisors regarding any business matters with which the Employee may
         become involved during the term of this Agreement and to cooperate
         fully in the event of any litigation or legal, administrative or
         regulatory proceedings by providing information, including but not
         limited to, providing truthful testimony at any legal, administrative
         or regulatory proceeding, regarding any facts or information of which
         Employee has knowledge and/or any business matters of which Employee
         has or had knowledge.

24.      Assignability. The rights and obligations of the Company under this
         Agreement shall inure to the benefit of and be binding upon the
         successors and assigns of the Company, provided that such successor or
         assign shall acquire all or substantially all of the assets and
         business of the Company and, further provided that any such assignment
         shall not release the Company from its obligations to the Employee
         hereunder. The Employee's rights and obligations hereunder may not be
         assigned or alienated without the prior written consent of the Company
         and any attempt to do so by the Employee will be void.

25.      Attorney's Fees. If any legal action or other proceeding is brought by
         the Company for the enforcement of Section 12 of this Agreement, or
         because of an alleged dispute, breach, default or misrepresentation by
         the Employee in connection with any provision of this Agreement, the
         Company or the Employee in such legal action or other proceeding, shall
         be responsible for its own attorneys' fees, sales and use taxes, court
         costs and other expenses incurred in that action or proceeding.

26.      Injunctive Relief. The Employee acknowledges and agrees that in the
         event Employee violates any term, covenant or provision of Section 12
         of this Agreement, the Company will

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

<PAGE>


         suffer irreparable harm for which the Company will have no adequate
         remedy at law. The Employee agrees that the Company shall be entitled
         to injunctive relief for any breach or violation of Section 12 of this
         Agreement, including but not limited to the issuance of an ex parte
         preliminary injunction, in addition to and not in limitation of any and
         all other remedies available to the Company at law or in equity.

27.      No Offsets. The existence of any claim or cause of action of the
         Employee against the Company, whether predicated on this Agreement or
         otherwise, shall not constitute a defense to the enforcement by the
         Company of this Agreement.

28.      Employee Acknowledgement. The Employee acknowledges and agrees that
         Employee has read and understands the terms set forth in this Agreement
         and has been given a reasonable opportunity to consult with an attorney
         prior to execution of this Agreement.

29.      Other Instruments. The parties hereby covenant and agree that they will
         execute such other and further instruments and documents as are or may
         become necessary or convenient to effectuate and carry out the terms of
         this Agreement.

30.      Counterparts. This Agreement may be executed in any number of
         counterparts and each such counterpart shall for all purposes be deemed
         an original.

31.      Assignability. This Agreement shall not be assigned by either party,
         except with the written consent of the other.

                         (SIGNATURE PAGE ON NEXT PAGE)





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

<PAGE>


IN WITNESS WHEREOF, this Agreement has been duly signed by the Employee and on
behalf of the Company on the day and year first above written.



                                   THE SINGING MACHINE COMPANY, INC.





/s/ John Klecha                            /s/ April Green
-----------------------------              ------------------------------
John Klecha                                    April Green
President, C.O.O.                              Employee








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