SEPARATION AND RELEASE AGREEMENT
THIS SEPARATION AND RELEASE AGREEMENT (the "Agreement") is entered into in April 12, 2004 by
and between John Dahl (the "Employee") and The Singing Machine Company, Inc., a Delaware corporation (the
WHEREAS, the Employee was employed by the Company as its Senior Vice President pursuant to an
employment agreement dated October 22, 2003 (the "Employee 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 and from any
other positions that he holds with the Company and (ii) from any other positions that he holds with International
SMC (HK) Ltd., the Company's Hong Kong subsidiary, effective as of the business day on Friday, April 9,
2004 (the "Resignation Date"). The Employee acknowledges and agrees that after the Resignations Date, he will
not have the authority to represent or bind the Company or its subsidiaries as an officer or employee.
2. TERMINATION OF EMPLOYMENT AGREEMENT AND OPTIONS.
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 payables to him, effective as of the Resignation