SEPARATION AND RELEASE AGREEMENT
THIS SEPARATION AND RELEASE AGREEMENT (the "Agreement") is entered into on December 16,
2003 by and between Jack Dromgold (the "Employee") and The Singing Machine Company, Inc., a Delaware
corporation (the "Company").
WHEREAS, the Employee was employed by the Company as its Senior Vice President - Sales and Marketing
pursuant to an employment agreement dated April 15, 2002 (the "Employment Agreement");
WHEREAS, the Company and the Employee have mutually decided that the Employee will resign and receive
compensation pursuant to the terms and conditions contained herein;
WHEREAS, the parties hereto desire to put to rest and settle all controversies between them related to or arising
out of Employee's employment with, and resignation from, the Company and the facts and circumstances
underlying the same, and to settle and compromise any and all claims and differences between them, of any sort,
origin or description in order to avoid the costs and uncertainties inherent in possible future litigation.
NOW, THEREFORE, Employee and the Company, intending to be legally bound hereby and in consideration of
the promises contained herein, do hereby agree as follows:
1. RESIGNATION. The Employee agrees to resign as (i) the Company's Senior Vice President - Sales and
Marketing and (ii) from any other positions that he holds with the Company, effective as of the end of the
business day on Friday, December 19, 2003 (the "Resignation Date"). The Employee acknowledges and agrees
that after the Resignation Date, he will not have the authority to represent or bind the Company or its subsidiaries
as an officer.
2. TERMINATION OF EMPLOYMENT AGREEMENT, OPTIONS AND CONSULTING AGREEMENT.
2.1 Employee acknowledges and agrees that this Agreement shall serve to terminate his Employment Agreement
and that this Agreement sets forth all the compensation that is payable to him, effective as of the date of this
2.2 The Employee agrees that h