EMPLOYMENT AGREEMENT


         EMPLOYMENT AGREEMENT ("Agreement") made as of the 15th day of April
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 Jack Dromgold whose residence address is 44 Brookside Drive,
Longmeadow, MA 01106 (the "Employee").

         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 April 15, 2002 (the "Commencement Date"), and
         ending on April 14, 2005 (the "Termination Date"), unless terminated
         sooner pursuant to the provisions hereof. Such period of employment
         shall be automatically extended for a 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 Sr.
         Vice President - Sales and Marketing.

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 Sr. Vice
         President Sales and Marketing subject at all times to the direction and
         control of the President. Nothing herein shall be construed to prevent
         Employee from investing in or participating in the management of
         companies or other entities, which do not compete with the Company or
         from serving on the board of directors of any other company.

         a)       Succession Plan. It is the desire but not the obligation of
                  the Singing Machine Company that over the period of this
                  contract, the Executive, based upon performance, will rise
                  within the company to Executive Vice President and eventually
                  President.

3.       Base Compensation.
         ------------------

a)       The Company shall pay to the Executive, and the Executive agrees to
         accept, minimum base compensation of two hundred twenty thousand
         ($220,000) per year (the "Base Compensation"), payable in accordance
         with normal payroll policies of the


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         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
         period 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 1% of the Employee's new account sales shipped,
                  but shall be a minimum of $50,000. During the second year of
                  this contract, the Employee's bonus plan shall switch to 10%
                  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 a minimum of
                  50,000 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. In addition, a minimum amount of at least
                  50,000 shares of common stock options will be granted the
                  Executive for each subsequent year a distribution is granted
                  by the company's Board of Directors. Additionally, after one
                  year if the Executive would so decide, the company or
                  Company's representative will buy back the original 50,000
                  shares from the Executive for $100,000.

         D.       The Company will reimburse the employee monthly for an
                  Allowance of Auto expenses not to exceed $500 monthly or
                  $6.000 annually plus the cost of auto insurance.

         E.       The Company will pay for all moving related expenses to move
                  and relocate the executive to the Company's Florida location.
                  The Company and the


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                  executive will have a separate agreement to aid the executive
                  with sale of his existing home in Massachusetts. The company
                  and the Employee will execute a separate agreement to cover
                  the Employee's relocation.

         F.       In consideration and as an incentive for the Executive to join
                  the Singing Machine Company, a signing bonus of $50,000 will
                  be provided to the Executive. This bonus will be payable as
                  follows: 1/2 ($25,000) within 10 (ten) days of employment
                  commencement and 1/2 ($25,000) payable after six months of
                  service. There will be no obligation to pay back this signing
                  bonus if the Employee completes one year of continuous service
                  with the Company.

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.

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



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                  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) consecutive days or for shorter periods
                  aggregating 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 mean
                  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.

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
                  case 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.


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         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
                  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.


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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, a 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.

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


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                  Termination for 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 forth 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, or attempt to 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.

         c)       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, the
                  calculation of the Noncompete Period shall not include the
                  period of time commencing with the filing or legal action or
                  other proceeding to enforce this Agreement through the date of
                  final judgment or final resolution, including all appeals, if
                  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 predicted on this
                  Agreement or otherwise shall not constitute a defense to the
                  enforcement by the Company of these covenants.

         d)       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



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                  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 or 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 acquired 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 entity with
         which he may be associated, or disclose any such Confidential
         Information to any person, firm, corporation, association 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 developed in whole or in part by the
         Employee within the scope of this Agreement and to assign to the
         Company and right title, or interest the Employee may have in such
         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.

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 he 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.



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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 provision hereof
         shall in no way affect the validity or enforce4ability of any other
         provision.

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 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 address as either party


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         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 others 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 proceeding 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
         thereunder. 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 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



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         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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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.

By:

/s/ John Klecha                     /s/  Jack Dromgold
----------------------              ----------------------
John Klecha                         Jack Dromgold
President C.O.O.                    Employee