FIRST AMENDMENT OF LEASE


     THIS FIRST AMENDMENT OF LEASE, dated as of the 27th day of November,  2001,
is being entered into between 205 ASSOCIATES,  a New Jersey general  partnership
("Landlord"),  having  an  address  c/o PW/MS  Management  Co.,  Inc.  at Gale &
Wentworth,  LLC,  Park Avenue at Morris  County,  200 Campus  Drive,  Suite 200,
Florham Park,  New Jersey  07932-1007 and HARVEY  ELECTRONICS,  INC., a New York
Corporation ("Tenant"),  having an address at 205 Chubb Avenue,  Lyndhurst,  New
Jersey 07071.

                               W I T N E S S E T H
                               - - - - - - - - - -

     WHEREAS:

     A. Landlord,  as lessor and The Harvey Group, Inc. and Harvey Sound,  Inc.,
collectively  as lessee,  heretofore  entered  into a certain  lease dated as of
April 26, 1996 (said lease as the same may have been or may hereafter be amended
is  hereinafter  called the  "Lease")  with respect to a portion of the building
known as and located at 205 Chubb  Avenue,  Lyndhurst,  New  Jersey,  for a term
ending on April 30,  2001,  or on such  earlier  date upon  which  said term may
expire or be  terminated  pursuant  to any  conditions  of  limitation  or other
provisions  of the Lease or pursuant to law. The Harvey  Group,  Inc. and Harvey
Sound, Inc. are the predecessors-in-interest of Tenant;

     B.  Landlord and Tenant are desirous of extending  the term of the Lease by
one (1) year  and five (5)  months  so that  its  scheduled  expiration  date is
September 30, 2002; and

     C. The parties hereto desire to modify the Lease in certain other respects.

     NOW,  THEREFORE,  in  consideration  of the promises  and mutual  covenants
hereinafter contained, the parties hereto modify said Lease, as follows:

     1.  DEFINITIONS.  Except as otherwise  provided in this First  Amendment of
Lease,  all defined terms contained in this First Amendment of Lease shall,  for
the purposes hereof, have the same meaning ascribed to them in the Lease.

     2. LEASED PERMISES.  As of the date hereof,  the parties agree that (a) the
Leased  Premises  contain a floor area of 3,928  rentable  square feet,  (b) the
attached Schedule A replaces Exhibit B to the Lease, (c) Tenant's  Proportionate
Share means 2.6% and (d) the  Allotted  Parking is for up to twelve (12) parking
spaces.

     3. TERM.  Notwithstanding  anything to the contrary contained in the Lease,
the date set forth in the Lease for the expiration thereof is hereby modified so
that the Termination  Date shall be September 30, 2002. If Landlord  delivers to
Tenant a notice ("Termination Date Notice") confirming,  among other things, the
September 30, 2002 Termination  Date, then, Tenant shall execute the Termination
Date Notice and return a signed  original  thereof to  Landlord  within five (5)
days after Landlord's  demand.  Landlord's failure to timely receive from Tenant
at least one (1) fully executed  original  counterpart of the  Termination  Date
Notice shall  constitute  Tenant's express consent with and agreement to all the
terms contained in the Termination Date Notice as prepared by Landlord.

     4. RENT.  The Basic Rent,  on a per annum basis,  for the Demised  Premises
shall be:

          (i) TWENTY SEVEN  THOUSAND FOUR HUNDRED  NINETY SIX AND 00/100 DOLLARS
          ($27,496.00)  for the period  commencing  on May 1, 2001 and ending on
          April 30, 2002,  payable in advance on the first day of each  calendar
          month in equal monthly installments of TWO THOUSAND TWO HUNDRED NINETY
          ONE AND 33/100 DOLLARS ($2,291.33); and

          (ii)  TWENTY  NINE  THOUSAND  FOUR  HUNDRED  SIXTY AND 00/100  DOLLARS
          ($29,460.00)  for the period  commencing  on May 1, 2002 and ending on
          the Termination Date of September 30, 2002,  payable in advance on the
          first day of each calendar month in equal monthly  installments of TWO
          THOUSAND FOUR HUNDRED FIFTY FIVE AND 00/100 DOLLARS ($2,455.00).

     5. BROKER.  (A) Tenant  covenants,  represents and warrants that Tenant has
had no dealing or communications with any broker or agent in connection with the
consummation  of this First  Amendment of Lease,  except  SBWE,  Inc. and Gale &
Wentworth Real Estate Advisors, LLC (collectively hereinafter referred to as the
"Brokers").  Tenant  covenants  and agrees to pay,  defend,  hold  harmless  and
indemnify  Landlord and its directors,  officers,  partners and their affiliates
and/or  subsidiaries  from and  against any and all costs,  expenses,  including
reasonable attorney's fees (prior to settlement,  at trial or on appeal),  court
costs and  disbursements  or liability for any commission or other  compensation
claimed by any broker,  except the Brokers, with respect to this First Amendment
of Lease.

     (B) Landlord  covenants,  represents  and warrants that Landlord has had no
dealing or  communications  with any real estate  broker or agent in  connection
with the  consummation  of this First  Amendment  of Lease,  except the Brokers.
Landlord shall pay the Brokers a real estate brokerage  commission in connection
with this First  Amendment  of Lease if, as and when earned and due  pursuant to
the terms of a separate  written  agreement  between  Landlord  and each of said
Brokers.  If (i) Landlord  defaults  under its separate  written  agreement with
either or both of said  Brokers  regarding  this  First  Amendment  of Lease and
either or both of said Brokers  make a claim for  commission  against  Tenant or
(ii) Landlord has in fact dealt or  communicated  with a broker or agent,  other
than the Brokers,  in connection with this First Amendment of Lease, and a claim
for  commission  is made against  Tenant by such other broker or agent with whom
Landlord has dealt, then, in either case, Landlord shall pay, defend,  indemnify
and hold harmless Tenant, its partners, directors, officers and their affiliates
and/or  subsidiaries  from and  against any and all costs,  expenses,  including
reasonable attorney's fees (prior to settlement,  at trial or on appeal),  court
costs and  disbursements,  or liability for any commission or other compensation
sought from any such claim.

     6. LEASE RATIFICATION. Except as modified by this First Amendment of Lease,
the Lease, and all covenants,  agreements,  terms and conditions thereof,  shall
remain in full  force and  effect  and is hereby in all  respects  ratified  and
confirmed.

     7. CORPORATE  AUTHORITY.  Tenant represents that the undersigned  corporate
officer of the Tenant  corporations  have been duly  authorized on behalf of the
Tenant  corporations  to enter into this First  Amendment of Lease in accordance
with the terms,  covenants and conditions set forth herein,  and upon Landlord's
request,  Tenant shall deliver evidence,  in form and substance  satisfactory to
Landlord, to the foregoing effect.

     8. NO ORAL  CHANGES.  This  First  Amendment  of Lease  may not be  changed
orally, but only by a writing signed by both Landlord and Tenant.

     9. PHYSICAL  CONDITION.  Tenant acknowledges that it is in occupancy of the
Demised  Premises  and hereby  accepts  the  Demised  Premises  in their "as is"
physical  condition  and state of repair as of April 30,  2001.  In this regard,
Landlord shall have no obligation to do any work,  perform any services or grant
any construction allowances.

     10. NO DEFAULTS.  Tenant confirms that (i) Landlord has fully complied with
all of its obligations contained in the Lease and (ii) no event has occurred and
no condition exists which,  with the passage of time or the giving of notice, or
both, would constitute a default by Landlord under the Lease.

     11.  NON-BINDING  DRAFT.  The mailing or  delivery of this  document or any
draft of this document by Landlord or its agent to Tenant, its agent or attorney
shall  not be  deemed  an offer by the  Landlord  on the terms set forth in this
document or draft,  and this  document or draft may be  withdrawn or modified by
Landlord  or its  agent at any  time and for any  reason.  The  purpose  of this
section is to place  Tenant on notice  that this  document or draft shall not be
effective,  nor shall  Tenant have any rights with  respect  hereto,  unless and
until  Landlord shall execute and accept this document.  No  representations  or
promises shall be binding on the parties hereto except those representations and
promises  contained in a fully  executed copy of this document or in some future
writing signed by Landlord and Tenant.

     12.  NOTICES.  As of the date hereof,  Section  29.08 of the Lease shall be
deemed amended to provide as follows:

          (i) to Landlord at PW/MS  Management  Co., Inc., c/o Gale & Wentworth,
          LLC,  Park  Avenue at Morris  County,  200  Campus  Drive,  Suite 200,
          Florham  Park,  New Jersey  07932-1007,  or to such  other  address as
          Landlord may designate by notice to Tenant, and a copy  simultaneously
          to Marc Leonard Ripp, Esq.,  General Counsel,  Gale & Wentworth,  LLC,
          Park Avenue at Morris  County,  200 Campus Drive,  Suite 200,  Florham
          Park, New Jersey 07932-1007,

     13. RENEWAL  OPTION.  As of the date hereof,  (a) the defined term "Initial
Term" recited in Section 30.01 of the Lease shall mean the seventeen  (17) month
period  beginning  on May 1, 2001 and ending on  September  30, 2002 and (b) the
defined term "Renewal Term" recited in Section 30.01 of the Lease shall mean the
five (5) year period  beginning on October 1, 2002 and ending on  September  30,
2007.

     14.  RELEASE.  As of the date hereof,  Tenant is hereby  released  from all
obligations  including,  but not limited to,  paying  Basic Rent and  Additional
Rent, (a) arising from only the "Surrender Unit"  (hereinafter  defined) and (b)
attributable  only to the period  beginning on the  Commencement  Date of May 1,
1996 and  ending on April 30,  2001.  The  Surrender  Unit shall mean the 20,479
rentable  square foot  depicted on Schedule B,  attached  hereto and made a part
hereof.

     IN WITNESS  WHEREOF,  the parties hereto have executed this First Amendment
of Lease as of the day and year first above written.

Signed and delivered                        LANDLORD:

ATTESTED BY:                                205 ASSOCIATES
                                                 By: 165 Management Corp.


/s/                                               By: /s/
-----------------------                               ------------------------
Joanne F. Meisler, Esq.                               Adrian Slootmaker
Corporate Secretary                                   Vice President



APPLY CORPORATE SEAL HERE




ATTESTED BY:                                AGENT FOR LANDLORD:

                                            PW/MS MANAGEMENT CO., INC.


/s/                                           By: /s/
----------------------                            ----------------------------
Marc Leonard Ripp, Esq.                           Robert R. Martie
Corporate Secretary                               Senior Vice President


APPLY CORPORATE SEAL HERE




ATTESTED BY:                                TENANT:

                                            HARVEY ELECTRONICS, INC.


/s/                                         By:/s/
--------------------------                     ----------------------
Name:                                       Name: Joseph J. Calabrese

Title: Corporate Secretary                  Title: Chief Financial Officer


APPLY CORPORATE SEAL HERE



                                   SCHEDULE A

                                  Floor Plan of
                           3,928 Rentable Square Foot
                                 Leased Premises




                                   SCHEDULE B

                                  Floor Plan of
                           20,479 Rentable Square Foot
                                 Surrender Unit