This Master Agreement dated as of July 31, 1999 is by and between The Singing Machine Company, Inc. a
Delaware corporation (the "Manager") and EPK Financial Corporation, a Texas corporation ("EPK").
A. The Manager may, from time to time, identify trading opportunities involving the purchase and resale of goods.
B. The Parties wish to set forth their agreement regarding the terms upon which EPK may agree to purchase and
resell such goods and the provision of management services by, and compensation of, the Manager in connection
In consideration of the premises, and of the representations, warranties, covenants, agreements, and conditions
contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Manager and EPK hereby agree as follows:
1.1 Certain Definitions. As used in this Agreement, the following terms have the meanings specified:
"Affiliate" when used with respect to a Person, means any other Person whom directly or indirectly through one
or more intermediaries controls, or is controlled by, or is under common control with, such Person. The term
"control" (including the correlative term "controlled") means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person, whether through the ownership of
voting stock, by contract or otherwise.
"Agreement" has the meaning specified in Section 1.4.
"Business Day" means any day which is not a Saturday, a Sunday or a day on which national banks in the State
of Texas are authorized or required by law to be closed.
"Confirmation" means a confirmation in the form of Exhibit A or such other form of written instrument as to which
the Parties may agree.
"Credit Enhancement," with respect to a Transaction and if applicable, means the letter of credit, guaranty, bond
or other form of credit support with respect to the obligati