Loan Agreement between The Singing Machine Company Inc. and Investors Identified by Jay Bauer

Summary

The Singing Machine Company Inc. (SMC) is borrowing $200,000 from investors identified by Jay Bauer. SMC agrees to pay an annual interest rate of 8.75% and cover any related transaction expenses. The loan is short-term and will be repaid once SMC's cash flow improves or as an advance against an expected $1.1 million tax refund from the IRS. The agreement is confirmed by SMC's Interim CEO/COO and CFO.

EX-10.32 10 v09594_exletter.txt [LETTERHEAD OF THE SINGING MACHINE] July 13, 2004 To Maureen LaRoche Tel: 603 ###-###-#### Fax: 603 ###-###-#### SUBJECT: SMC WIRING INFORMATION Dear Maureen, Per Jay Bauer's instruction, I have attached the wiring instruction for loan of $200,000 to The Singing Machine Company Inc. (SMC) by investors identified by Jay Bauer. On behalf of SMC, we have agreed to pay 8.75% annual interest rate plus any expense associated with the transaction. We understand that this is a short term and SMC has agreed to repay the loan as soon as cash flow has improved or as an advance against the expected tax refund of $1.1MM from IRS. Please give us a call if there is any question. Best regards, /s/ Y.P. Chan /s/ Jeffrey Barocas Y.P. Chan Jeffery Barocas Interim CEO and COO CFO Total number of pages including cover: 2 Cc: Jay Bauer Fax: 212 ###-###-####