THE SINGING MACHINE COMPANY, INC.
                            -------------------------
                             SENIOR PROMISSORY NOTE

$2,000,000                                                         MARCH 8, 2006

      The Singing  Machine  Company,  Inc.,  a Delaware  corporation  ("Maker"),
hereby promises to pay to Ever Solid,  Limited.,  a Hong Kong registered company
("Holder"), at the Shing Dao Industrial Bldg., 5/F, 232 Aberdeen Main Road, Hong
Kong, or at such other address as may be specified by Holder,  the principal sum
of Two Million Dollars and no cents ($2,000,000 USD) if paid within  forty-eight
(48)  hours of the  closing  of that  certain  Stock  Purchase  Agreement  dated
February  21,  2006  by  and  between  Singing   Machine,   Inc.,  and  koncepts
International  Limited  a Hong  Kong  registered  company  ("koncepts")  ("Stock
Purchase  Agreement").  If, however, the Stock Purchase Agreement fails to close
for whatever  reason,  Maker shall make payment to Holder of all  principal  and
interest  then  owing on or before  September  8, 2006,  in lawful  money of the
United States of America.

      Absent an event of default, the principal  indebtedness  evidenced by this
Senior  Note shall earn  interest at the rate of eight  percent  (8%) per annum.
Principal and interest  shall be paid in one  installment on the earlier of: (a)
September 8, 2006,  or (b) within  forty-eight  (48) hours of the closing of the
Stock Purchase Agreement.  This Note may be prepaid in full, but not in part, at
any time without penalty.

      The  principal  amount of this  Senior  Note is "Senior  Indebtedness"  as
defined in the Bridge  Loan  Agreement  dated the date  hereof  among  Maker and
Holder.  This Senior Note is also secured by a consensual  and perfected  "broad
form"  UCC-1  filing  secured by all of the assets of Maker,  both  foreign  and
domestic,  such that Lender shall be deemed a consensual  secured  lender in the
event of either a voluntary or  non-voluntary  filing by or against  Maker under
United  States Code Title 11 or any similar  state or federal  statute.  In this
regard  Maker shall  promptly  execute such  documents as Lender may  reasonably
request from time to time so as to perfect its  position as a secured  lender to
Maker.

      Maker hereby waives presentment,  protest, demand or notice of any kind in
connection with any failure to pay when due the  indebtedness  evidenced by this
Note.  If Maker  fails to pay the  indebtedness  when due,  Maker  agrees to pay
Holder's  reasonable  legal fees and expenses  incurred in  connection  with the
enforcement of this Note.

      Regardless of the place of its execution,  this Note shall be construed in
accordance with the laws of the State of California.

                                        THE SINGING MACHINE COMPANY, INC.,
                                        A DELAWARE CORPORATION

                                        By: /s/ Yi Ping Chan
                                            ------------------------------------
                                            Yi Ping Chan, Interim - CEO