Exhibit 10.11

LaSalle Business Credit, Inc.
                                                                   LASALLE BANKS

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


                                                    October 1, 2001







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

         Re: First Amendment (Revised)

Gentlemen:

         The Singing Machine Company, Inc., a Delaware corporation ("Borrower")
and LaSalle Business Credit, Inc., a Delaware 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(a) of the Agreement is hereby amended and restated in
its entirety, as follows:

                  (a)      "Account", "Account Debtor", "Chattel Paper",
                           "Commercial Tort Claims", "Deposit Accounts",
                           "Documents", "Electronic Chattel Paper", "Equipment",
                           "Fixtures'.", "General Intangibles", "Goods",
                           "Instruments", "Inventory", "Investment


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LaSalle Business Credit Inc.
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                                                                   LASALLE BANKS

The Singing Machine Company, Inc.
October 1, 2001
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                           Property", "Letter-of-Credit Right", "Proceeds" and
                           "Tangible Chattel Paper" shall have the respective
                           meanings assigned to such terms in the Illinois
                           Uniform Commercial Code, as the same may be in effect
                           from time to time.

         (b) Paragraph 4 of the Agreement is hereby amended and restated in its
entirety, as follows:

                  4.       GRANT OF SECURITY INTEREST TO LENDER.

                           As security for the payment of all Loans now or in
                           the future made by Lender to Borrower hereunder and
                           for the payment or other satisfaction of all other
                           Liabilities, Borrower hereby assigns to Lender and
                           grants to Lender a continuing security interest in
                           the following property of Borrower, whether now or
                           hereafter owned, existing, acquired or arising and
                           wherever now or hereafter located: (a) all Accounts
                           (whether or not Eligible Accounts) and all Goods
                           whose sale; lease or other disposition by Borrower
                           has given rise to Accounts and have been returned to,
                           or repossessed or stopped in transit by, Borrower;
                           (b) all Chattel Paper, Instruments,  Documents and
                           General Intangibles (including, without limitation,
                           all patents, patent applications, trademarks,
                           trademark applications, tradenames, trade secrets,
                           goodwill, copyrights, copyright applications,
                           registrations, licenses, software, franchises,
                           customer lists, tax refund claims, claims against
                           carriers and shippers, guarantee claims, contract
                           rights, payment intangibles, security interests,
                           security deposits and rights to indemnification); (c)
                           all Inventory (whether or not Eligible Inventory);
                           (d) all Goods (other than Inventory), including,
                           without limitation, Equipment (other than tooling
                           located in Hong Kong), vehicles and Fixtures; (e) all
                           Investment Property; (f) all Deposit Accounts, bank
                           accounts, deposits and cash; (g) all Letter-of-Credit
                           Rights; (h) Commercial Tort Claims listed on Exhibit
                           D hereto; (i) any other property of Borrower now or
                           hereafter in the possession-, custody or control of
                           Lender or any


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LaSalle Business Credit Inc.
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                                                                   LASALLE BANKS


The Singing Machine Company, Inc.
October 1, 2001
Page 3


                           agent or any parent, affiliate or subsidiary of
                           Lender or any participant with Lender in the Loans,
                           for any purpose (whether for safekeeping, deposit,
                           collection, custody, pledge, transmission or
                           otherwise); and (j) all additions and accessions to,
                           substitutions for, and replacements, products and
                           Proceeds of the foregoing property, including,
                           without limitation, proceeds of all insurance
                           policies insuring the foregoing property, and all of
                           Borrower's books and records relating to any of the
                           foregoing and to Borrower's business.

         (c) Paragraph 5 of the Agreement is hereby amended and restated in its
entirety, as follows:

                  5.       PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY
                           INTEREST THEREIN.

                           Borrower shall, at Lender's request, at any time and
                           from time to time, authenticate, execute and deliver
                           to Lender such financing statements,  documents and
                           other agreements and instruments (and pay the cost of
                           filing or recording the same in all public offices
                           deemed necessary or desirable by Lender) and do such
                           other acts and things or use its best efforts to
                           cause third parties to do such other acts and things
                           as Lender may deem necessary or desirable in its sole
                           discretion in order to establish and maintain a
                           valid, attached and perfected security interest in
                           the Collateral in favor of Lender (free and clear of
                           all other liens, claims, encumbrances and rights of
                           third parties whatsoever, whether voluntarily or
                           involuntarily created, except Permitted Liens) to
                           secure payment of the Liabilities, and in order to
                           facilitate the collection of the Collateral. Borrower
                           irrevocably hereby makes, constitutes and appoints
                           Lender (and all Persons designated by Lender for that
                           purpose) as Borrower's true and lawful attorney and
                           agent-in-fact to execute and file such financing
                           statements,  documents and other agreements and
                           instruments and do such other acts and things as
                           may be necessary to preserve and perfect Lender's
                           security interest in the



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LaSalle Business Credit Inc.
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                                                                   LASALLE BANKS

The Singing Machine Company, Inc.
October 1, 2001
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                           Collateral. Borrower further agrees, upon the
                           occurrence of an Event of Default, that a carbon,
                           photographic, photostatic or other reproduction of
                           this Agreement or of a financing statement shall be
                           sufficient as a financing statement. Borrower further
                           notifies and confirms the prior filing by Lender of
                           any and all financing statements which identify the
                           Borrower as debtor, Lender as secured party and any
                           or all Collateral as collateral.

         (d) Paragraph 7(e) of the Agreement is hereby amended and restated in
its entirety, as follows:

                  (e)      Promptly upon Borrower's receipt of any portion of
                           the Collateral evidenced by an agreement, instrument
                           or Document, including without limitation, any
                           Tangible Chattel Paper and any Investment Property
                           consisting of certificated securities, Borrower shall
                           deliver the original thereof to Lender together with
                           an appropriate endorsement or other specific evidence
                           of assignment thereof to Lender (in form and
                           substance acceptable to Lender). If an endorsement or
                           assignment of any such items shall not be made for
                           any reason, Lender is hereby irrevocably authorized,
                           as Borrower's attorney and agent-in-fact to endorse
                           or assign the same on Borrower's behalf.

         (e) Paragraph 10(i) of the Agreement is hereby amended and restated in
its entirety, as follows:

                  (i)      (x) there are no actions or proceedings which are
                           pending or to the best of Borrower's knowledge,
                           threatened against Borrower which is, in the
                           determination of Lender made in good faith,
                           reasonably likely to result in any material adverse
                           change in Borrower's business, property, assets,
                           operations or condition, financial or otherwise and
                           Borrower shall, promptly upon becoming aware of any
                           such pending or threatened action or proceeding, give
                           written notice thereof to Lender and (y) Borrower has
                           no Commercial Tort Claims pending other than Tort
                           Claims of Borrower which may arise, which notice
                           shall constitute Borrower's

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LaSalle Business Credit Inc.
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                                                                   LASALLE BANKS

The Singing Machine Company, Inc.
October 1, 2001
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                           authorization to amend Exhibit D to add such
                           Commercial Tort Claim;

         (f) Paragraph 10(t) of the Agreement is hereby amended and restated in
its entirety, as follows:

                  (t)      if Borrower is a corporation, limited liability
                           company or partnership, Borrower is duly organized,
                           validly existing and in good standing in the State of
                           Delaware, its organizational identification number is
                           2376345 and Borrower is duly qualified and in good
                           standing in all states where the nature and extent of
                           the business transacted by it or the ownership of its
                           assets  makes such qualification necessary or, if
                           Borrower is not so qualified, Borrower may cure any
                           such failure without losing any of its rights,
                           incurring any liens or material penalties, or
                           otherwise affecting Lender's rights;

         (g) Paragraph 11(j) of the Agreement is hereby amended and restated in
its entirety, as follows:

                  (j)      Borrower shall not assume, guarantee or endorse, or
                           otherwise become liable in connection with, the
                           obligations of any Person, except by endorsement of
                           instruments for deposit or collection or similar
                           transactions in the ordinary course of business; and,
                           except that Borrower may guarantee, on a limited
                           basis, obligations of any Subsidiary of Borrower up
                           to $500,000.00 in the aggregate outstanding at any
                           time, and any obligations over that amount shall
                           require prior written consent by Lender. Such consent
                           of Lender shall not be unreasonably withheld and, in
                           any event, Lender shall use its best efforts to grant
                           or deny such consent of Lender in writing within ten
                           (10) business days of 'receipt of a written request
                           from Borrower for such consent.


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LaSalle Business Credit Inc.
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                                                                   LASALLE BANKS

The Singing Machine Company, Inc.
October 1, 2001
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         (h) Paragraph 11(k) of the Agreement is hereby amended and restated in
its entirety, as follows:

                  (k)      Borrower shall not (i) enter into any merger or
                           consolidation; (ii) change the state of Borrower's,
                           organization or enter into any transaction which has
                           the effect of changing Borrower's state of
                           organization; (iii) sell, lease or otherwise dispose
                           of any of its assets other than in the ordinary
                           course of business; (iv) purchase the stock or all or
                           substantially all of the assets of any Person or
                           division of such Person; or (v) enter into any other
                           transaction outside the ordinary course of Borrower's
                           business, including, without limitation, any
                           purchase, redemption or retirement of any shares of
                           any class of its stock or any other equity interest,
                           and any issuance of any shares of, or warrants or
                           other rights to receive or purchase any shares of,
                           any class of its stock or any other equity interest;
                           provided, that Borrower may (a) issue securities to
                           any Person so long as such issuance of securities
                           does not exceed ten percent (10%) of the Borrower's
                           issued and outstanding capital stock, (b) grant
                           options to employees, (c) adopt a stock option plan,
                           (d) issue securities upon the exercise of outstanding
                           stock options and warrants, and (e) file a
                           registration statement on Form S-8 or Form S-3;
                           provided further, that with respect to each of the
                           foregoing, (x) no Event of Default shall be caused by
                           the issuance of any securities, stock or warrants and
                           (y) no put rights or mandatory dividends are granted
                           in connection with such issuance;

         (i) Paragraph 11 of the Agreement is hereby amended to add a new
subparagraph (s) as follows:

                  (s)      To the extent that Borrower obtains or maintains any
                           Electronic Chattel Paper, Borrower shall create,
                           store and assign the record or records comprising the
                           Electronic Chattel Paper in such a manner that (i) a
                           single authoritative copy of the record or records
                           exists which is unique, identifiable and except as
                           otherwise provided in clauses (iv), (v) and (vi)
                           below, unalterable, (ii) the authoritative copy
                           identifies Lender as the assignee of the record or
                           records, (iii) the

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LaSalle Business Credit Inc.
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                                                                   LASALLE BANKS
The Singing Machine Company, Inc.
October 1, 2001
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                           authoritative copy is communicated to and maintained
                           by the Lender or its designated custodian, (iv)
                           copies or revisions that add or change an identified
                           assignee of the authoritative copy can only be made
                           with the participation of Lender, (v) each copy of
                           the authoritative copy and any copy of a copy is
                           readily identifiable as a copy that is not the
                           authoritative copy and (vi) any revision of the
                           authoritative copy is readily identifiable as an
                           authorized or unauthorized revision.

         (j) Paragraph 13(b) of the Agreement is hereby amended and restated in
its entirety, as follows:

                  (b)      Upon the occurrence and during the continuance of an
                           Event of Default, Lender may exercise from time to
                           time any rights and remedies available to it under
                           the Uniform Commercial Code and any other applicable
                           law in addition to, and not in lieu of, any rights
                           and remedies expressly granted in this Agreement or
                           in any of the Other Agreements and all of Lender's
                           rights and remedies shall be cumulative and
                           non-exclusive to the extent permitted by law. In
                           particular, but not by way of limitation of the
                           foregoing, Lender may, without notice, demand or
                           legal process of any kind, take possession of any or
                           all of the Collateral (in addition to Collateral of
                           which it already has possession), wherever it may be
                           found, and for that purpose may-pursue the same
                           wherever it may be found, and may enter onto any of
                           Borrower's premises where any of the Collateral may
                           be, and search for, take possession of, remove, keep
                           and store any of the Collateral until the same shall
                           be sold or otherwise disposed of, and Lender shall
                           have the right to store the same at any of Borrower's
                           premises without cost to Lender. At Lender's request,
                           Borrower shall, at Borrower's expense, assemble the
                           Collateral and make it available to Lender at one or
                           more places to be designated by Lender and reasonably
                           convenient to Lender and Borrower. Borrower
                           recognizes that if Borrower fails to perform, observe
                           or discharge



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The Singing Machine Company, Inc.
October 1, 2001
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                           any of its Liabilities under this Agreement or the
                           Other Agreements, no remedy at law will provide
                           adequate relief to Lender, and agrees that Lender
                           shall be entitled to temporary and permanent
                           injunctive relief in any such case without the
                           necessity of proving actual damages. Any notification
                           of intended disposition of any of the Collateral
                           required by law will- be deemed to be a reasonable
                           authenticated notification of disposition if given at
                           least ten (10) calendar days prior to such
                           disposition and such notice shall (i) describe Lender
                           and Borrower, (ii) describe the Collateral that is
                           the subject of the intended disposition, (iii) state
                           the method of the intended disposition, (iv) state
                           that Borrower is entitled to an accounting of the
                           Liabilities and state the charge, if any, for an
                           accounting and (v) state the time and place of any
                           public disposition or the time after which any
                           private sale is to be made. Lender may disclaim any
                           warranties that might arise in connection with the
                           sale, lease or other disposition of the Collateral
                           and has no obligation to provide any warranties at
                           such time. Any Proceeds. of any disposition by Lender
                           of any of the Collateral may be applied by Lender to
                           the payment of expenses in connection with the
                           Collateral, including, without limitation, legal
                           expenses and reasonable attorneys' fees, and any
                           balance of such Proceeds' may be applied by Lender
                           toward the payment of such of the Liabilities, and in
                           such order of application, as Lender may from time to
                           time elect.

         (k) All references to "fixtures" in the Agreement shall be amended to
read "Fixtures".

         (l) The Agreement is hereby amended to add a new Exhibit D-Commercial
Tort Claims, as set forth on Exhibit D hereto.

         (m) Exhibit B to the Agreement is amended and restated as attached
hereto and made a part hereof.

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


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LaSalle Business Credit Inc.
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                                                                   LASALLE BANKS

The Singing Machine Company, Inc.
October 1, 2001
Page 9

         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 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 1st day of October, 2001.

The Singing Machine Company, Inc.

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

Title President/Secretary