Exhibit 10.12

LaSalle Business Credit, Inc.
                                                                   LASALLE BANKS

135 South LaSalle Street
Chicago, Illinois 60603
(312) 904-8490

                                                               November 20, 2001


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

         Re: Second Amendment


         The Singing Machine Company, Ind., a 'Delaware corporation ("Borrower")
and LaSalle Business Credit, Inc., a Delaward corporation ("Lender") have
entered into that certain Loan and Security Agreement dated April 26, 2001 (the
"Security Agreement'). From time to time thereafter, Borrower and Bank may have
executed various amendments (each an "Amendment" and collectively the
"Amendments") to the Security Agreement (the Security Agreement and the
Amendments hereinafter are referred to, collectively, as the "Agreement").
Borrower and Lender now desire to further amend the Agreement as provided
herein, subject to the terms and conditions hereinafter set forth.

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

         1. The Agreement hereby is amended as follows:

         (a) Paragraph (1) of Exhibit A of the Agreement is deleted in its
entirety and the following is substituted in its place:

                  (1)      LOANS: Subject to the terms and conditions of the
                           Agreement and the Other Agreements, Lender shall,
                           absent the occurrence of an Event of Default, advance
                           an amount up to the sum of the following sublimits
                           (the "Loan Limit"):

                           (a)      Up to seventy-five percent (75%), or such
                                    lesser percentage as determined by Lender in
                                    its sole discretion exercised in good faith,
                                    of the face amount (less maximum discounts,
                                    credits and allowances which may be taken by
                                    or granted to Account Debtors


<PAGE>

LaSalle Business Credit Inc.
--------------------------------------------------------------------------------
                                                                   LASALLE BANKS

The Singing Machine Company, Inc.
November 9, 2001
Page 2

                                    in connection therewith in the ordinary
                                    course of Borrower's business) of Borrower's
                                    Eligible Accounts; plus

                           (b)      Subject to subparagraph (3)(a) of this
                                    Exhibit A, up to forty percent (40%), or
                                    such lesser percentage as determined by
                                    Lender in its sole discretion exercised in
                                    good faith, of the lower of the cost or
                                    market value of Borrowers Eligible
                                    Inventory; plus

                           (c)      Subject to subparagraph (3)(a) of this
                                    Exhibit A, up to forty percent (40%), or
                                    such lesser percentage as determined by
                                    Lender in its sole discretion exercised in
                                    good faith, against the face amount of
                                    commercial Letters of Credit issued or
                                    guaranteed by Lender for the purpose of
                                    purchasing Eligible Inventory; provided,
                                    that such commercial Letters of Credit are
                                    in form and substance satisfactory to
                                    Lender; minus


                           (d)      Such reserves as Lender elects, in its sole
                                    discretion exercised in good faith, to
                                    establish from time to time, including
                                    without limitation, (i) a seasonal dilution
                                    reserve in the initial amount of One Hundred
                                    Fifty Thousand and No/100 Dollars
                                    ($150,000.00) against Borrower's "Eligible
                                    Accounts" during the period of September 1st
                                    of each calendar year through January 31st
                                    of each following calendar year, which shall
                                    increase by One Hundred Fifty Thousand and
                                    No/100 Dollars ($150,000.00) a week
                                    commencing September 8th and continuing on
                                    the same day of each week thereafter until
                                    said reserve equals One Million Two Hundred
                                    Thousand and No/100 Dollars ($1,200,000.00);
                                    and (ii) to the extent that the ratio of
                                    Free on Board sales to domestic sales
                                    increases, Lender in its sole discretion may
                                    create a reserve to account for the
                                    additional dilution;

                                    provided, that the aggregate amount of
                                    advances made pursuant to subparagraphs (b)
                                    and (c) above shall in no event exceed Two
                                    Million Five Hundred Thousand and No/100
                                    Dollars ($2,500,000.00); provided, that the
                                    availability pursuant to subparagraphs (b)
                                    and (c) above shall reduce to zero during
                                    the period of December 1st of each calendar
                                    year through April 30th of each following
                                    calendar year, and



<PAGE>

LaSalle Business Credit Inc.
--------------------------------------------------------------------------------
                                                                   LASALLE BANKS

The Singing Machine Company, Inc.
November 9, 2001
Page 3



                                    further provided, that the Loan Limit shall
                                    in no event exceed (i) Ten Million and
                                    No/100 Dollars ($10,000,000.00) during the
                                    period of January 1, 2001 through December
                                    20, 2001; (ii) Seven Million Five Hundred
                                    Thousand and No/100 Dollars ($7,500,000,00)
                                    during the period of December 21, 2001
                                    through January 10, 2002; (iii) Five Million
                                    and No/100 Dollars ($5,000,000.00) during
                                    the period of January 11, 2002 through
                                    January 20, 2002; (iv) Ten Million and
                                    No/100 Dollars ($10,000,000.00) during the
                                    period of January 21, 2002 through October
                                    31, 2002 and during the period of January
                                    1st through October 31st of each calendar
                                    year thereafter; (v) Seven Million Five
                                    Hundred Thousand and No/100 Dollars
                                    ($7,500,000.00) during the month of November
                                    of each calendar year; (vi) Five Million and
                                    No/100 Dollars ($5,000,000.00) during the
                                    month of December of each calendar year; and
                                    (vii) zero ($0) during any consecutive
                                    ninety (90) day period between December 1e
                                    of each year through April 30th of each
                                    following year (the "Clean Up Period") as
                                    determined by Borrower (the "Maximum Loan
                                    Limit"), except as such amount may be
                                    increased or, following the occurrence of an
                                    Event of Default, decreased by Lender, in
                                    its sole discretion, exercised in good
                                    faith, from time to time.

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

                  (c)      One-Time Fee: Borrower shall pay to Bank a one-time
                           fee of Two Thousand Five Hundred and No/100 Dollars
                           ($2,500.00), which fee shall be fully earned by Bank
                           on the date of this Amendment and payable on November
                           30, 2001.

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

         3. Except as expressly amended hereby and by any other supplemental
documents or instruments executed by either party hereto in order to effectuate
the transactions contemplated hereby, the Agreement and Exhibit A thereto


<PAGE>

LaSalle Business Credit Inc.
--------------------------------------------------------------------------------
                                                                   LASALLE BANKS

The Singing Machine Company, Inc.
November 9, 2001
Page 4


hereby are ratified and confirmed by the parties hereto and remain in full force
and effect in accordance with the terms thereof.



                                           LASALLE BUSINESS CREDIT, INC.


                                           By /s/ Casey Orlowski
                                              --------------------------

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

ACKNOWLEDGED AND AGREED TO
this 20th day of November, 2001.

The Singing Machine Company, Inc.

By /s/ John F. Klecha
   -----------------------------
       John F. Klecha

Title President/Secretary