AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of April 17, 2006 and Amended and Restated as of November 10, 2006 among
Harvey  Electronics,  Inc.,  a New York  corporation  (the  "Company"),  and the
several  purchasers  signatory  hereto (each such purchaser is a "Purchaser" and
collectively, the "Purchasers").

This Agreement is made pursuant to the Securities Purchase  Agreement,  dated as
of the date  hereof  between  the  Company  and each  Purchaser  (the  "Purchase
Agreement").

     The Company and each Purchaser hereby agrees as follows:

     1.  Definitions.  Capitalized  terms used and not otherwise  defined herein
that are defined in the Purchase  Agreement  shall have the meanings  given such
terms in the Purchase Agreement. As used in this Agreement,  the following terms
shall have the following meanings:

          "Advice" shall have the meaning set forth in Section 6(d).

          "Effectiveness  Date" means, with respect to the initial  Registration
     Statement required to be filed hereunder,  the 180th calendar day following
     the date hereof and, with respect to any additional Registration Statements
     which may be  required  pursuant to Section  3(c),  the 60th  calendar  day
     following the date on which the Company first knows,  or reasonably  should
     have  known,  that  such  additional  Registration  Statement  is  required
     hereunder;  provided,  however, in the event the Company is notified by the
     Commission  that  one of the  above  Registration  Statements  will  not be
     reviewed  or is no longer  subject to  further  review  and  comments,  the
     Effectiveness  Date as to such  Registration  Statement  shall be the fifth
     Trading Day  following the date on which the Company is so notified if such
     date precedes the dates required above.

          "Effectiveness  Period"  shall have the  meaning  set forth in Section
     2(a).

          "Event" shall have the meaning set forth in Section 2(b).

          "Event Date" shall have the meaning set forth in Section 2(b).

          "Filing  Date"  means,  with  respect  to  the  initial   Registration
     Statement  required  hereunder,  the 30th  calendar day  following the date
     hereof and, with respect to any additional  Registration  Statements  which
     may be required  pursuant to Section 3(c),  the 30th day following the date
     on which the Company first knows, or reasonably should have known that such
     additional Registration Statement is required hereunder.

          "Holder" or "Holders" means the holder or holders, as the case may be,
     from time to time of Registrable Securities.

          "Indemnified Party" shall have the meaning set forth in Section 5(c).

          "Indemnifying Party" shall have the meaning set forth in Section 5(c).

          "Losses" shall have the meaning set forth in Section 5(a).

          "Plan of  Distribution"  shall have the  meaning  set forth in Section
     2(a).

          "Prospectus" means the prospectus included in a Registration Statement
     (including,  without limitation, a prospectus that includes any information
     previously  omitted  from  a  prospectus  filed  as  part  of an  effective
     registration  statement in reliance  upon Rule 430A  promulgated  under the
     Securities  Act), as amended or supplemented by any prospectus  supplement,
     with respect to the terms of the offering of any portion of the Registrable
     Securities  covered by a Registration  Statement,  and all other amendments
     and supplements to the Prospectus, including post-effective amendments, and
     all material  incorporated  by reference  or deemed to be  incorporated  by
     reference in such Prospectus.

          "Registrable Securities" means, as of the date in question, (i) all of
     the shares of Common Stock  issuable upon  conversion in full of the shares
     of Preferred  Stock,  (ii) all shares of Common Stock issuable as dividends
     or principal on the  Preferred  Stock  assuming all dividend and  principal
     payments are made in shares of Common Stock and the Preferred Stock is held
     for at least 3 years, (iii) all Warrant Shares,  (iv) any additional shares
     issuable in connection with any  anti-dilution  provisions  associated with
     the Preferred  Stock and Warrants (in each case,  without  giving effect to
     any  limitations on conversion set forth in the  Certificate of Designation
     or limitations on exercise set forth in the Warrant) and (v) any securities
     issued or issuable  upon any stock split,  dividend or other  distribution,
     recapitalization or similar event with respect to the foregoing.

          "Registration Statement" means the registration statements required to
     be filed hereunder and any additional  registration statements contemplated
     by Section 3(c),  including (in each case) the  Prospectus,  amendments and
     supplements to such  registration  statement or Prospectus,  including pre-
     and  post-effective  amendments,  all  exhibits  thereto,  and all material
     incorporated by reference or deemed to be incorporated by reference in such
     registration statement.

          "Rule 415" means Rule 415  promulgated by the  Commission  pursuant to
     the  Securities  Act, as such Rule may be amended from time to time, or any
     similar  rule or  regulation  hereafter  adopted by the  Commission  having
     substantially the same purpose and effect as such Rule.

          "Rule 424" means Rule 424  promulgated by the  Commission  pursuant to
     the  Securities  Act, as such Rule may be amended from time to time, or any
     similar  rule or  regulation  hereafter  adopted by the  Commission  having
     substantially the same purpose and effect as such Rule.

          "Selling  Shareholder  Questionnaire" shall have the meaning set forth
     in Section 3(a).

     2. Shelf Registration

     (a) On or prior to each Filing  Date,  the Company  shall  prepare and file
with the Commission a "Shelf" Registration Statement covering the resale of 130%
of the Registrable  Securities on such Filing Date for an offering to be made on
a continuous basis pursuant to Rule 415; provided,  however, that if 130% of the
Registrable  Securities  hereunder  shall  equal or exceed 30% of the issued and
outstanding Common Stock of the Company on the actual filing date of the initial
Registration  Statement,  the initial  Registration  Statement  shall register a
number  of  shares  of  Common  Stock  which is equal to 30% of the  issued  and
outstanding  shares of Common  Stock of the Company on such  actual  filing date
minus 10,000 shares of Common Stock,  and the remaining  Registrable  Securities
shall be subject to  Section  3(c).  In such  event,  the number of  Registrable
Securities to be registered for each Holder shall be reduced  pro-rata among all
Holders  and  each  Holder  shall  have  the  right  to  designate  which of its
Registrable  Securities shall be omitted from the initial Registration Statement
(i.e. no Warrant Shares and all Conversion Shares).  The Registration  Statement
shall be on Form S-3 (except if the Company is not then eligible to register for
resale the Registrable  Securities on Form S-3, in which case such  registration
shall be on another  appropriate form in accordance  herewith) and shall contain
(unless  otherwise  directed  by at least an 85%  majority  in  interest  of the
Holders)  substantially  the "Plan of Distribution"  attached hereto as Annex A.
Subject  to the  terms  of this  Agreement,  the  Company  shall  use  its  best
commercial  efforts to cause a Registration  Statement to be declared  effective
under the Securities Act as promptly as possible after the filing  thereof,  but
in any event prior to the applicable  Effectiveness Date, and shall use its best
commercial efforts to keep such Registration  Statement  continuously  effective
under the  Securities  Act  until all  Registrable  Securities  covered  by such
Registration   Statement   have  been  sold,  or  may  be  sold  without  volume
restrictions  pursuant  to Rule  144(k),  as  determined  by the  counsel to the
Company  pursuant to a written  opinion  letter to such  effect,  addressed  and
acceptable  to the  Company's  transfer  agent  and the  affected  Holders  (the
"Effectiveness  Period"). The Company shall telephonically request effectiveness
of a  Registration  Statement  as of 5:00 pm Eastern  Time on a Trading Day. The
Company shall immediately  notify the Holders via facsimile of the effectiveness
of  a  Registration   Statement  on  the  same  Trading  Day  that  the  Company
telephonically  confirms  effectiveness with the Commission,  which shall be the
date requested for effectiveness of a Registration Statement. The Company shall,
by 9:30 am Eastern Time on the Trading Day after the Effective  Date (as defined
in the Purchase  Agreement),  file a final  Prospectus  with the  Commission  as
required  by Rule 424.  Failure to so notify the Holder  within 1 Trading Day of
such  notification  of  effectiveness  or failure to file a final  Prospectus as
aforesaid shall be deemed an Event under Section 2(b).

     (b) If: (i) a Registration Statement is not filed on or prior to its Filing
Date (if the  Company  files a  Registration  Statement  without  affording  the
Holders the opportunity to review and comment on the same as required by Section
3(a),  the Company  shall not be deemed to have  satisfied  this clause (i)), or
(ii) the Company fails to file with the Commission a request for acceleration in
accordance  with Rule 461  promulgated  under the  Securities  Act,  within five
Trading  Days of the date that the  Company is  notified  (orally or in writing,
whichever is earlier) by the Commission  that a Registration  Statement will not
be  "reviewed,"  or not  subject  to  further  review,  or  (iii)  prior  to its
Effectiveness  Date,  the Company  fails to file a  pre-effective  amendment and
otherwise  respond in writing to comments  made by the  Commission in respect of
such  Registration  Statement  within 10  calendar  days  after the  receipt  of
comments by or notice from the  Commission  that such  amendment  is required in
order  for a  Registration  Statement  to  be  declared  effective,  or  (iv)  a
Registration  Statement  filed or required to be filed hereunder is not declared
effective  by the  Commission  by its  Effectiveness  Date,  or  (v)  after  the
Effectiveness  Date, a  Registration  Statement  ceases for any reason to remain
continuously effective as to all Registrable Securities for which it is required
to be  effective,  or the Holders are  otherwise  not  permitted  to utilize the
Prospectus  therein  to  resell  such  Registrable  Securities  for more than 15
consecutive  calendar  days or more than an aggregate of 20 calendar days during
any 12-month  period (which need not be consecutive  calendar days), or (vi) the
Common  Stock shall fail to be listed or quoted for trading on a Trading  Market
(including  trading on the OTC Bulletin  Board) for more than five Trading Days,
which need not be  consecutive  Trading  Days (any such  failure or breach being
referred  to as an "Event",  and for  purposes of clause (i) or (iv) the date on
which such Event  occurs,  or for purposes of clause (ii) the date on which such
five  Trading Day period is  exceeded,  or for purposes of clause (iii) the date
which such 10 calendar day period is exceeded, or for purposes of clause (v) the
date on which such 15 or 20 calendar day period,  or for purposes of clause (vi)
the date on which such five Trading Day period is exceeded,  as  applicable,  is
exceeded  being  referred  to as "Event  Date"),  then in  addition to any other
rights the  Holders may have  hereunder  or under  applicable  law, on each such
Event  Date and on each  monthly  anniversary  of each such  Event  Date (if the
applicable  Event shall not have been cured by such date)  until the  applicable
Event is  cured,  the  Company  shall pay to each  Holder an amount in cash,  as
partial liquidated damages and not as a penalty,  equal to 1.5% of the aggregate
purchase  price paid by such Holder  pursuant to the Purchase  Agreement for any
Registrable  Securities  then held by such Holder up to an aggregate  maximum of
9.0%. If the Company  fails to pay any partial  liquidated  damages  pursuant to
this Section in full within seven days after the date payable,  the Company will
pay interest  thereon at a rate of 18% per annum (or such lesser  maximum amount
that is permitted to be paid by applicable  law) to the Holder,  accruing  daily
from the date such partial liquidated  damages are due until such amounts,  plus
all such interest  thereon,  are paid in full.  The partial  liquidated  damages
pursuant  to the terms  hereof  shall  apply on a daily  pro-rata  basis for any
portion of a month prior to the cure of an Event.

     3. Registration Procedures.

     In connection with the Company's registration  obligations  hereunder,  the
Company shall:

     (a) Not less than 5 Trading  Days prior to the filing of each  Registration
Statement and not less than one 1 Trading Day prior to the filing of any related
Prospectus or any amendment or supplement  thereto  (including any document that
would be incorporated or deemed to be  incorporated  therein by reference),  the
Company shall, (i) furnish to each Holder copies of all such documents  proposed
to be filed,  which  documents  (other than those  incorporated  or deemed to be
incorporated  by  reference)  will be subject to the  reasonable  review of such
Holders,  and (ii) cause its officers  and  directors,  counsel and  independent
certified public accountants to respond to such inquiries as shall be necessary,
in the  reasonable  opinion of  respective  counsel to each  Holder to conduct a
reasonable  investigation  within the meaning of the Securities Act. The Company
shall not file a Registration Statement or any such Prospectus or any amendments
or  supplements  thereto to which the Holders of a majority  of the  Registrable
Securities shall reasonably object in good faith,  provided that, the Company is
notified  of such  objection  in writing no later than 5 Trading  Days after the
Holders have been so furnished  copies of a Registration  Statement or 1 Trading
Day after the Holders have been so furnished copies of any related Prospectus or
amendment or supplement thereto.  Each Holder agrees to furnish to the Company a
completed  Questionnaire  in the form  attached to this  Agreement as Annex B (a
"Selling Shareholder Questionnaire") not less than two Trading Days prior to the
Filing Date or by the end of the fourth  Trading Day following the date on which
such Holder receives draft materials in accordance with this Section.

     (b) (i) Prepare and file with the  Commission  such  amendments,  including
post-effective  amendments,  to a Registration Statement and the Prospectus used
in  connection  therewith as may be necessary to keep a  Registration  Statement
continuously  effective  as to the  applicable  Registrable  Securities  for the
Effectiveness  Period and prepare and file with the Commission  such  additional
Registration Statements in order to register for resale under the Securities Act
all of the  Registrable  Securities;  (ii) cause the  related  Prospectus  to be
amended or supplemented by any required  Prospectus  supplement  (subject to the
terms of this Agreement), and as so supplemented or amended to be filed pursuant
to Rule 424;  (iii) respond as promptly as  reasonably  possible to any comments
received from the  Commission  with respect to a  Registration  Statement or any
amendment  thereto and as promptly as  reasonably  possible  provide the Holders
true and  complete  copies  of all  correspondence  from  and to the  Commission
relating to a Registration  Statement  (provided that the Company may excise any
information   contained  therein  which  would  constitute  material  non-public
information as to any Holder which has not executed a confidentiality  agreement
with the Company);  and (iv) comply in all material respects with the provisions
of the  Securities  Act and the Exchange Act with respect to the  disposition of
all  Registrable  Securities  covered  by a  Registration  Statement  during the
applicable  period in accordance  (subject to the terms of this  Agreement) with
the intended  methods of  disposition  by the Holders  thereof set forth in such
Registration Statement as so amended or in such Prospectus as so supplemented.

     (c)  If  during  the  Effectiveness   Period,  the  number  of  Registrable
Securities  at any time exceeds 90% of the number of shares of Common Stock then
registered in a Registration  Statement,  then the Company shall file as soon as
reasonably  practicable but in any case prior to the applicable  Filing Date, an
additional Registration Statement covering the resale by the Holders of not less
than 130% of the number of such  Registrable  Securities.  In  addition,  in the
event that 130% of the  Registrable  Securities  are not included in the initial
Registration  Statement as  contemplated  by the proviso  regarding  Registrable
Securities in Section 2(a) above,  then, upon written request of holders holding
at least 51% of the then outstanding Registrable  Securities,  the Company shall
file as soon as reasonably practicable,  but in no event earlier than six months
after the Effective Date of the initial  Registration  Statement,  an additional
Registration  Statement  covering the resale by the Holders of not less than the
difference  between  130%  of the  Registrable  Securities  and  the  number  of
Registrable Securities included in the initial Registration  Statement,  or such
lesser number of shares as may then be permitted under any then-applicable rules
or unwritten staff positions of the Commission.

     (d) Notify the Holders of  Registrable  Securities to be sold (which notice
shall,  pursuant to clauses  (iii)  through (vi) hereof,  be  accompanied  by an
instruction  to suspend the use of the  Prospectus  until the requisite  changes
have been made) as promptly as reasonably  possible  (and, in the case of (i)(A)
below,  not less than 1 Trading Day prior to such  filing) and (if  requested by
any such  Person)  confirm  such notice in writing no later than one Trading Day
following  the day (i)(A) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment to a  Registration  Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration  Statement and whenever the Commission  comments in writing on
such Registration Statement; and (C) with respect to a Registration Statement or
any post-effective  amendment,  when the same has become effective;  (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or  supplements to a Registration  Statement or Prospectus or for
additional  information;  (iii) of the issuance by the  Commission  or any other
federal  or state  governmental  authority  of any  stop  order  suspending  the
effectiveness of a Registration Statement covering any or all of the Registrable
Securities or the initiation of any  Proceedings  for that purpose;  (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification  or  exemption  from  qualification  of  any  of  the  Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding  for such purpose;  (v) of the  occurrence of any event or passage of
time that makes the financial  statements  included in a Registration  Statement
ineligible  for  inclusion  therein  or any  statement  made  in a  Registration
Statement  or  Prospectus  or  any  document   incorporated   or  deemed  to  be
incorporated  therein  by  reference  untrue  in any  material  respect  or that
requires  any  revisions  to  a  Registration  Statement,  Prospectus  or  other
documents so that, in the case of a Registration Statement or the Prospectus, as
the case may be, it will not contain any untrue  statement of a material fact or
omit to state any material  fact  required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading;  and (vi) the  occurrence  or  existence  of any pending
corporate  development with respect to the Company that the Company believes may
be material and that, in the  determination of the Company,  makes it not in the
best interest of the Company to allow  continued  availability of a Registration
Statement or  Prospectus;  provided that any and all of such  information  shall
remain  confidential  to each Holder until such  information  otherwise  becomes
public,  unless  disclosure by a Holder is required by law;  provided,  further,
notwithstanding  each Holder's agreement to keep such information  confidential,
the Holders  make no  acknowledgement  that any such  information  is  material,
non-public information.

     (e) Use its best  commercial  efforts  to avoid  the  issuance  of,  or, if
issued, obtain the withdrawal of (i) any order suspending the effectiveness of a
Registration  Statement,  or  (ii)  any  suspension  of  the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment.

     (f) Furnish to each Holder,  without charge, at least one conformed copy of
each such Registration Statement and each amendment thereto, including financial
statements  and  schedules,   all  documents   incorporated   or  deemed  to  be
incorporated  therein by reference to the extent  requested by such Person,  and
all exhibits to the extent requested by such Person  (including those previously
furnished  or  incorporated  by  reference)  promptly  after the  filing of such
documents with the Commission.

     (g) Subject to the terms of this Agreement,  the Company hereby consents to
the use of such  Prospectus and each amendment or supplement  thereto by each of
the selling  Holders in connection with the offering and sale of the Registrable
Securities  covered by such Prospectus and any amendment or supplement  thereto,
except after the giving of any notice pursuant to Section 3(d).

     (h) If NASDR Rule 2710 requires any broker-dealer to make a filing prior to
executing a sale by a Holder,  the Company  shall (i) make an Issuer Filing with
the NASDR, Inc. Corporate  Financing  Department pursuant to proposed NASDR Rule
2710(b)(10)(A)(i),  (ii)  respond  within  five  Trading  Days  to any  comments
received  from  NASDR in  connection  therewith,  and (iii) pay the  filing  fee
required in connection therewith.

     (i) Prior to any  resale of  Registrable  Securities  by a Holder,  use its
commercially  reasonable  efforts to register or qualify or  cooperate  with the
selling  Holders  in  connection  with the  registration  or  qualification  (or
exemption from the Registration or qualification) of such Registrable Securities
for the  resale  by the  Holder  under the  securities  or Blue Sky laws of such
jurisdictions  within the United  States as any Holder  reasonably  requests  in
writing,  to keep each  registration or qualification  (or exemption  therefrom)
effective  during the  Effectiveness  Period and to do any and all other acts or
things reasonably  necessary to enable the disposition in such  jurisdictions of
the Registrable  Securities  covered by each Registration  Statement;  provided,
that the Company  shall not be required to qualify  generally  to do business in
any jurisdiction  where it is not then so qualified,  subject the Company to any
material tax in any such jurisdiction  where it is not then so subject or file a
general consent to service of process in any such jurisdiction.

     (j) If requested by the Holders,  cooperate  with the Holders to facilitate
the timely  preparation  and delivery of certificates  representing  Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement,
which  certificates  shall be free,  to the  extent  permitted  by the  Purchase
Agreement, of all restrictive legends, and to enable such Registrable Securities
to be in such denominations and registered in such names as any such Holders may
request.

     (k) Upon the  occurrence  of any event  contemplated  by this Section 3, as
promptly as reasonably possible under the circumstances  taking into account the
Company's good faith  assessment of any adverse  consequences to the Company and
its stockholders of the premature disclosure of such event, prepare a supplement
or amendment,  including a post-effective amendment, to a Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, and file any other required document so
that,  as  thereafter  delivered,  neither  a  Registration  Statement  nor such
Prospectus will contain an untrue  statement of a material fact or omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  If the Company  notifies the Holders in accordance with clauses
(iii)  through (vi) of Section  3(d) above to suspend the use of any  Prospectus
until the requisite  changes to such Prospectus have been made, then the Holders
shall suspend use of such  Prospectus.  The Company will use its best commercial
efforts to ensure that the use of the  Prospectus  may be resumed as promptly as
is  practicable.  The Company shall be entitled to exercise its right under this
Section  3(k) to  suspend  the  availability  of a  Registration  Statement  and
Prospectus,  subject to the payment of partial  liquidated  damages  pursuant to
Section  2(b),  for a period not to exceed 60  calendar  days (which need not be
consecutive days) in any 12 month period.

     (l) Comply with all applicable rules and regulations of the Commission.

     (m) The Company may require each selling Holder to furnish to the Company a
certified  statement  as to the  number of shares of Common  Stock  beneficially
owned by such Holder and, if  required by the  Commission,  the natural  persons
thereof that have voting and  dispositive  control  over the Shares.  During any
periods  that the  Company  is unable  to meet its  obligations  hereunder  with
respect to the  registration  of the Registrable  Securities  solely because any
Holder  fails to furnish  such  information  within  three  Trading  Days of the
Company's  request,  any liquidated damages that are accruing at such time as to
such Holder only shall be tolled and any Event that may  otherwise  occur solely
because of such delay  shall be  suspended  as to such Holder  only,  until such
information is delivered to the Company.

     4. Registration Expenses. All fees and expenses incident to the performance
of or  compliance  with  this  Agreement  by the  Company  shall be borne by the
Company  whether  or not any  Registrable  Securities  are  sold  pursuant  to a
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with any Trading  Market on which the Common  Stock is then
listed for trading,  (B) in compliance with applicable  state securities or Blue
Sky laws  reasonably  agreed to by the  Company in writing  (including,  without
limitation, fees and disbursements of counsel for the Company in connection with
Blue Sky qualifications or exemptions of the Registrable  Securities) and (C) if
not previously  paid by the Company in connection  with an Issuer  Filing,  with
respect  to any filing  that may be  required  to be made by any broker  through
which a  Holder  intends  to make  sales of  Registrable  Securities  with  NASD
Regulation,  Inc.  pursuant  to the NASD  Rule  2710,  so long as the  broker is
receiving no more than a customary brokerage  commission in connection with such
sale,  (ii)  printing  expenses  (including,  without  limitation,  expenses  of
printing certificates for Registrable Securities and of printing prospectuses if
the  printing  of  prospectuses  is  reasonably  requested  by the  holders of a
majority of the Registrable  Securities  included in a Registration  Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance,  if the Company
so desires  such  insurance,  and (vi) fees and  expenses  of all other  Persons
retained by the Company in connection with the  consummation of the transactions
contemplated  by this Agreement.  In addition,  the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including,  without limitation,
all salaries and expenses of its  officers  and  employees  performing  legal or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for any broker or similar  commissions  of any Holder or, except to
the extent  provided for in the Transaction  Documents,  any legal fees or other
costs of the Holders.

     5. Indemnification

     (a) Indemnification by the Company. The Company shall,  notwithstanding any
termination  of this  Agreement,  indemnify and hold  harmless each Holder,  the
officers,  directors,  members, partners, agents, brokers (including brokers who
offer and sell  Registrable  Securities  as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees  (and any other Persons with a functionally  equivalent  role of a
Person  holding such titles,  notwithstanding  a lack of such title or any other
title) of each of them,  each Person who  controls  any such Holder  (within the
meaning of Section 15 of the  Securities  Act or Section 20 of the Exchange Act)
and  the  officers,  directors,  members,  shareholders,  partners,  agents  and
employees (and any other Persons with a functionally equivalent role of a Person
holding such titles, notwithstanding a lack of such title or any other title) of
each such controlling Person, to the fullest extent permitted by applicable law,
from  and  against  any and all  losses,  claims,  damages,  liabilities,  costs
(including,  without  limitation,   reasonable  attorneys'  fees)  and  expenses
(collectively,  "Losses"),  as  incurred,  arising out of or relating to (1) any
untrue  or  alleged  untrue   statement  of  a  material  fact  contained  in  a
Registration  Statement,  any  Prospectus  or any form of  prospectus  or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged  omission of a material  fact required
to be stated therein or necessary to make the statements therein (in the case of
any  Prospectus or form of prospectus  or  supplement  thereto,  in light of the
circumstances  under which they were made) not misleading,  or (2) any violation
or alleged  violation by the Company of the Securities Act,  Exchange Act or any
state securities law, or any rule or regulation  thereunder,  in connection with
the performance of its obligations  under this Agreement,  except to the extent,
but only to the extent,  that (i) such untrue  statements or omissions arise out
of or are based  solely upon  information  regarding  such Holder  furnished  in
writing to the  Company by such  Holder  expressly  for use  therein,  or to the
extent that such  information  relates to such Holder or such Holder's  proposed
method of distribution of Registrable  Securities and was reviewed and expressly
approved  in  writing  by  such  Holder  expressly  for  use  in a  Registration
Statement,  such  Prospectus  or such form of  Prospectus or in any amendment or
supplement  thereto  (it being  understood  that the  Holder  has  reviewed  and
approved  Annex A hereto for this  purpose) or (ii) in the case of an occurrence
of an event of the type  specified  in Section  3(d)(iii)-(vi),  the use by such
Holder of an outdated or  defective  Prospectus  after the Company has  notified
such Holder in writing that the Prospectus is outdated or defective and prior to
the  receipt by such  Holder of the Advice  contemplated  in Section  6(d).  The
Company  shall  notify  the  Holders  promptly  of the  institution,  threat  or
assertion of any Proceeding  arising from or in connection with the transactions
contemplated by this Agreement of which the Company is aware.

     (b)  Indemnification  by Holders.  Each  Holder  shall,  severally  and not
jointly,  indemnify  and hold  harmless the Company,  its  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by applicable  law,  from and against all Losses,  as
incurred,  to the extent  arising out of or based solely upon: (x) such Holder's
failure to comply with the prospectus  delivery  requirements  of the Securities
Act or (y) any untrue or alleged  untrue  statement of a material fact contained
in any Registration Statement, any Prospectus,  or any form of prospectus, or in
any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or  relating  to any  omission  or alleged  omission  of a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading (i) to the extent, but only to the extent, that such untrue statement
or omission is  contained  in any  information  so  furnished in writing by such
Holder to the Company specifically for inclusion in such Registration  Statement
or such Prospectus or (ii) to the extent that such  information  relates to such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in a
Registration  Statement  (it being  understood  that the Holder has reviewed and
approved  Annex A hereto  for this  purpose),  such  Prospectus  or such form of
Prospectus or in any  amendment or supplement  thereto or (ii) in the case of an
occurrence of an event of the type specified in Section 3(d)(iii)-(vi),  the use
by such  Holder of an  outdated or  defective  Prospectus  after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice  contemplated in Section 6(d).
In no event shall the  liability of any selling  Holder  hereunder be greater in
amount than the dollar  amount of the net proceeds  received by such Holder upon
the  sale of the  Registrable  Securities  giving  rise to such  indemnification
obligation.

     (c) Conduct of  Indemnification  Proceedings.  If any  Proceeding  shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "Indemnifying  Party") in writing,  and the
Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel  reasonably  satisfactory to the Indemnified Party and
the  payment  of all fees and  expenses  incurred  in  connection  with  defense
thereof; provided, that the failure of any Indemnified Party to give such notice
shall not relieve  the  Indemnifying  Party of its  obligations  or  liabilities
pursuant  to this  Agreement,  except  (and only) to the extent that it shall be
finally determined by a court of competent  jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have prejudiced
the Indemnifying Party.

     An Indemnified Party shall have the right to employ separate counsel in any
such  Proceeding  and to participate  in the defense  thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (1) the  Indemnifying  Party has agreed in writing to pay such
fees and  expenses;  (2) the  Indemnifying  Party shall have failed  promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such  Indemnified  Party  and  the  Indemnifying   Party,  and  counsel  to  the
Indemnified Party shall reasonably  believe that a material conflict of interest
is likely to exist if the same counsel were to represent such Indemnified  Party
and the Indemnifying  Party (in which case, if such  Indemnified  Party notifies
the  Indemnifying  Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense  thereof and the reasonable  fees and expenses of no
more than one  separate  counsel  shall be at the  expense  of the  Indemnifying
Party).  The  Indemnifying  Party shall not be liable for any  settlement of any
such Proceeding effected without its written consent, which consent shall not be
unreasonably withheld or delayed. No Indemnifying Party shall, without the prior
written consent of the Indemnified  Party,  effect any settlement of any pending
Proceeding  in respect of which any  Indemnified  Party is a party,  unless such
settlement includes an unconditional  release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.

     Subject to the terms of this Agreement, all reasonable fees and expenses of
the  Indemnified  Party  (including  reasonable  fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding
in a manner not inconsistent with this Section) shall be paid to the Indemnified
Party,  as incurred,  within ten Trading Days of written  notice  thereof to the
Indemnifying  Party;  provided,   that  the  Indemnified  Party  shall  promptly
reimburse  the  Indemnifying  Party for that  portion of such fees and  expenses
applicable  to such  actions  for which  such  Indemnified  Party is  judicially
determined to be not entitled to indemnification hereunder.

     (d)  Contribution.  If the  indemnification  under  Section 5(a) or 5(b) is
unavailable to an Indemnified Party or insufficient to hold an Indemnified Party
harmless for any Losses,  then each  Indemnifying  Party shall contribute to the
amount  paid or payable by such  Indemnified  Party,  in such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the  limitations set forth in this  Agreement,  any reasonable  attorneys' or
other fees or expenses  incurred by such party in connection with any Proceeding
to the extent such party would have been  indemnified  for such fees or expenses
if the indemnification  provided for in this Section was available to such party
in accordance with its terms.

     The  parties  hereto  agree  that it  would  not be just and  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, except in the case of fraud by
such Holder.

     The indemnity and contribution  agreements contained in this Section are in
addition  to any  liability  that  the  Indemnifying  Parties  may  have  to the
Indemnified Parties.

     6. Miscellaneous

     (a)  Remedies.  In the event of a breach by the Company or by a Holder,  of
any of their  respective  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance in respect of such breach,  it shall not assert
or shall waive the defense that a remedy at law would be adequate.

     (b) No Piggyback  on  Registrations.  Except as set forth on Schedule  6(b)
attached hereto, neither the Company nor any of its security holders (other than
the Holders in such  capacity  pursuant  hereto) may include  securities  of the
Company  in the  initial  Registration  Statement  other  than  the  Registrable
Securities.  The Company shall not file any other registration  statements until
the initial  Registration  Statement required hereunder is declared effective by
the  Commission,  provided that this Section 6(b) shall not prohibit the Company
from filing  amendments to registration  statements  already filed. In addition,
the Company shall not file any registration  statement registering the resale of
shares underlying  warrants issued to any director of the Company until at least
six months  after the  initial  Registration  Statement  required  hereunder  is
declared effective by the Commission.

     (c) Compliance.  Each Holder  covenants and agrees that it will comply with
the prospectus  delivery  requirements of the Securities Act as applicable to it
in connection  with sales of Registrable  Securities  pursuant to a Registration
Statement.

     (d)  Discontinued  Disposition.  Each Holder agrees by its  acquisition  of
Registrable  Securities  that,  upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(d)(iii) through (vi),
such  Holder  will  forthwith   discontinue   disposition  of  such  Registrable
Securities  under a Registration  Statement  until it is advised in writing (the
"Advice") by the Company that the use of the  applicable  Prospectus  (as it may
have been supplemented or amended) may be resumed. The Company will use its best
commercial  efforts to ensure that the use of the  Prospectus  may be resumed as
promptly as it practicable. The Company agrees and acknowledges that any periods
during  which the Holder is  required  to  discontinue  the  disposition  of the
Registrable  Securities  hereunder shall be subject to the provisions of Section
2(b).

     (e)  Piggy-Back  Registrations.  If at any time  during  the  Effectiveness
Period  there is not an  effective  Registration  Statement  covering all of the
Registrable  Securities and the Company shall determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then  equivalents  relating to equity  securities to be
issued solely in connection  with any  acquisition  of any entity or business or
equity securities issuable in connection with the stock option or other employee
benefit  plans,  then the Company shall send to each Holder a written  notice of
such  determination  and, if within  fifteen days after the date of such notice,
any such Holder shall so request in writing,  the Company  shall include in such
registration  statement  all or any  part of such  Registrable  Securities  such
Holder  requests to be  registered,  subject to customary  underwriter  cutbacks
applicable to all holders of registration rights;  provided,  however,  that the
Company shall not be required to register any Registrable Securities pursuant to
this  Section  6(e)  that  are  eligible  for  resale  pursuant  to Rule  144(k)
promulgated under the Securities Act or that are the subject of a then effective
Registration Statement.

     (f) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the same shall be in writing and signed by the Company and each Holder of
the then outstanding  Registrable  Securities.  Notwithstanding the foregoing, a
waiver or consent to depart from the provisions  hereof with respect to a matter
that relates  exclusively to the rights of Holders and that does not directly or
indirectly  affect the rights of other Holders may be given by Holders of all of
the Registrable  Securities to which such waiver or consent  relates;  provided,
however,  that the provisions of this sentence may not be amended,  modified, or
supplemented  except  in  accordance  with  the  provisions  of the  immediately
preceding sentence.

     (g)  Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder  shall be delivered as set forth
in the Purchase Agreement.

     (h)  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the successors and permitted  assigns of each of the parties
and shall  inure to the  benefit  of each  Holder.  The  Company  may not assign
(except by merger) its rights or obligations hereunder without the prior written
consent of all of the Holders of the  then-outstanding  Registrable  Securities.
Each Holder may assign their  respective  rights  hereunder in the manner and to
the Persons as permitted under the Purchase Agreement.

     (i)  No  Inconsistent  Agreements.  Neither  the  Company  nor  any  of its
Subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its  Subsidiaries,  on or  after  the  date of this  Agreement,  enter  into any
agreement  with  respect  to its  securities,  that  would  have the  effect  of
impairing  the rights  granted to the  Holders in this  Agreement  or  otherwise
conflicts  with the  provisions  hereof.  Except as set forth on Schedule  6(i),
neither the Company nor any of its subsidiaries has previously  entered into any
agreement granting any registration rights with respect to any of its securities
to any Person that have not been satisfied in full.

     (j) Execution and  Counterparts.  This  Agreement may be executed in two or
more counterparts,  all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission  or by e-mail  delivery of a ".pdf"  format
data file,  such  signature  shall create a valid and binding  obligation of the
party  executing (or on whose behalf such  signature is executed)  with the same
force and effect as if such facsimile or ".pdf"  signature page were an original
thereof.

     (k) Governing  Law. All questions  concerning the  construction,  validity,
enforcement  and  interpretation  of  this  Agreement  shall  be  determined  in
accordance with the provisions of the Purchase Agreement.

     (l) Cumulative  Remedies.  The remedies  provided herein are cumulative and
not exclusive of any other remedies provided by law.

     (m) Severability.  If any term, provision,  covenant or restriction of this
Agreement is held by a court of competent  jurisdiction to be invalid,  illegal,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected,  impaired or  invalidated,  and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

     (n) Headings.  The headings in this Agreement are for convenience  only, do
not  constitute  a part of this  Agreement  and  shall not be deemed to limit or
affect any of the provisions hereof.

     (o) Independent Nature of Holders'  Obligations and Rights. The obligations
of each Holder  hereunder are several and not joint with the  obligations of any
other Holder  hereunder,  and no Holder shall be  responsible in any way for the
performance of the obligations of any other Holder hereunder.  Nothing contained
herein or in any other  agreement or document  delivered at any closing,  and no
action  taken by any  Holder  pursuant  hereto  or  thereto,  shall be deemed to
constitute the Holders as a partnership,  an association, a joint venture or any
other kind of entity,  or create a  presumption  that the Holders are in any way
acting  in  concert  with  respect  to  such  obligations  or  the  transactions
contemplated  by this  Agreement.  Each Holder  shall be entitled to protect and
enforce its rights,  including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Holder to be joined as an
additional party in any proceeding for such purpose.

                              ********************


<PAGE>



     IN WITNESS  WHEREOF,  the parties have  executed this  Registration  Rights
Agreement as of the date first written above.


                        HARVEY ELECTRONICS, INC.


                        By:__________________________________________
                           Name:
                           Title:




                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]



<PAGE>


                     [SIGNATURE PAGE OF HOLDERS TO HRVE RRA]

Name of Holder: __________________________
Signature of Authorized Signatory of Holder: __________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________



                           [SIGNATURE PAGES CONTINUE]

<PAGE>
                                     ANNEX A

                              Plan of Distribution

     Each Selling  Stockholder (the "Selling  Stockholders") of the common stock
and any of their pledgees,  assignees and successors-in-interest  may, from time
to time,  sell any or all of their shares of common stock on the Nasdaq  Capital
Market or any other  stock  exchange,  market or trading  facility  on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  A  Selling  Stockholder  may  use  any  one or  more of the
following methods when selling shares:

     o    ordinary   brokerage   transactions  and  transactions  in  which  the
          broker-dealer solicits purchasers;

     o    block  trades  in which the  broker-dealer  will  attempt  to sell the
          shares as agent but may  position and resell a portion of the block as
          principal to facilitate the transaction;

     o    purchases  by  a   broker-dealer   as  principal  and  resale  by  the
          broker-dealer for its account;

     o    an  exchange   distribution  in  accordance  with  the  rules  of  the
          applicable exchange;

     o    privately negotiated transactions;

     o    settlement of short sales entered into after the effective date of the
          registration statement of which this prospectus is a part;

     o    broker-dealers  may  agree  with the  Selling  Stockholders  to sell a
          specified number of such shares at a stipulated price per share;

     o    through  the  writing  or  settlement  of  options  or  other  hedging
          transactions, whether through an options exchange or otherwise;

     o    a combination of any such methods of sale; or

     o    any other method permitted pursuant to applicable law.

     The  Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available,  rather
than under this prospectus.

     Broker-dealers  engaged by the Selling  Stockholders  may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated,  but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

     In connection with the sale of the common stock or interests  therein,  the
Selling  Stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which may in turn  engage in short sales of the
Common Stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of the common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

     The Selling Stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be  "underwriters"  within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received  by such  broker-dealers  or agents and any profit on the resale of the
shares  purchased  by them  may be  deemed  to be  underwriting  commissions  or
discounts  under the Securities  Act. Each Selling  Stockholder has informed the
Company that it does not have any written or oral  agreement  or  understanding,
directly or indirectly,  with any person to distribute  the Common Stock.  In no
event shall any  broker-dealer  receive fees,  commissions and markups which, in
the aggregate, would exceed eight percent (8%).

     The Company is required to pay certain  fees and  expenses  incurred by the
Company  incident to the  registration of the shares.  The Company has agreed to
indemnify the Selling Stockholders against certain losses,  claims,  damages and
liabilities, including liabilities under the Securities Act.

     Because Selling Stockholders may be deemed to be "underwriters"  within the
meaning of the Securities  Act, they will be subject to the prospectus  delivery
requirements of the Securities Act including Rule 172  thereunder.  In addition,
any  securities  covered by this  prospectus  which qualify for sale pursuant to
Rule 144 under the  Securities  Act may be sold under Rule 144 rather than under
this  prospectus.  There is no  underwriter  or  coordinating  broker  acting in
connection  with  the  proposed  sale  of  the  resale  shares  by  the  Selling
Stockholders.

     We agreed to keep this  prospectus  effective  until the earlier of (i) the
date on which  the  shares  may be resold by the  Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(k) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to this  prospectus or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

     Under applicable  rules and regulations  under the Exchange Act, any person
engaged in the distribution of the resale shares may not  simultaneously  engage
in market making  activities with respect to the common stock for the applicable
restricted  period, as defined in Regulation M, prior to the commencement of the
distribution.   In  addition,  the  Selling  Stockholders  will  be  subject  to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder,  including Regulation M, which may limit the timing of purchases and
sales of shares of the common  stock by the  Selling  Stockholders  or any other
person.  We  will  make  copies  of this  prospectus  available  to the  Selling
Stockholders  and  have  informed  them of the  need to  deliver  a copy of this
prospectus to each  purchaser at or prior to the time of the sale  (including by
compliance with Rule 172 under the Securities Act).


<PAGE>

                                                                       Annex B

                            HARVEY ELECTRONICS, INC.

                 Selling Securityholder Notice and Questionnaire

     The undersigned  beneficial owner of common stock, par value $.01 per share
(the "Common Stock"), of Harvey  Electronics,  Inc., a New York corporation (the
"Company"),  (the  "Registrable  Securities")  understands  that the Company has
filed or  intends  to file with the  Securities  and  Exchange  Commission  (the
"Commission")   a  registration   statement  on  Form  S-3  (the   "Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities  Act"), of the Registrable  Securities,  in
accordance  with the terms of the  Registration  Rights  Agreement,  dated as of
March __, 2006 (the "Registration Rights Agreement"),  among the Company and the
Purchasers  named  therein.  A copy  of the  Registration  Rights  Agreement  is
available  from the Company  upon  request at the address set forth  below.  All
capitalized  terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

     Certain   legal   consequences   arise  from  being   named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

     The  undersigned   beneficial  owner  (the  "Selling   Securityholder")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise  specified under such Item 3)
in the Registration Statement.



<PAGE>


The  undersigned  hereby  provides the following  information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.       Name.

          (a)  Full Legal Name of Selling Securityholder


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          (b)  Full  Legal  Name of  Registered  Holder  (if not the same as (a)
               above)  through  which  Registrable  Securities  Listed in Item 3
               below are held:


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          (c)  Full Legal Name of Natural  Control Person (which means a natural
               person who directly or indirectly  alone or with others has power
               to  vote  or   dispose   of  the   securities   covered   by  the
               questionnaire):


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2.  Address for Notices to Selling Securityholder:


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Telephone:---------------------------------------------------------------------
Fax:---------------------------------------------------------------------------
Contact Person:----------------------------------------------------------------

3.  Beneficial Ownership of Registrable Securities:

          (a)  Type and Number of Registrable Securities beneficially owned (not
               including the Registrable  Securities that are issuable  pursuant
               to the Purchase Agreement):


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<PAGE>


4.  Broker-Dealer Status:

          (a)  Are you a broker-dealer?

                                Yes [ ]     No  [ ]

          (b)  If  "yes" to  Section  4(a),  did you  receive  your  Registrable
               Securities as compensation for investment banking services to the
               Company.

                                Yes [ ]     No  [ ]

          Note: If no, the  Commission's  staff has indicated that you should be
                identified as an underwriter in the Registration Statement.

          (c)  Are you an affiliate of a broker-dealer?

                                Yes [ ]     No  [ ]

          (d)  If you are an affiliate of a  broker-dealer,  do you certify that
               you bought the  Registrable  Securities in the ordinary course of
               business,  and at the  time of the  purchase  of the  Registrable
               Securities to be resold, you had no agreements or understandings,
               directly  or  indirectly,  with  any  person  to  distribute  the
               Registrable Securities?

                                Yes [ ]     No  [ ]

          Note: If no, the  Commission's  staff has indicated that you should be
                identified as an underwriter in the Registration Statement.

5. Beneficial  Ownership of Other Securities of the Company Owned by the Selling
Securityholder.

          Except as set forth below in this Item 5, the  undersigned  is not the
          beneficial or registered  owner of any securities of the Company other
          than the Registrable Securities listed above in Item 3.

          (a)  Type and  Amount of Other  Securities  beneficially  owned by the
               Selling Securityholder:


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<PAGE>

6.  Relationships with the Company:

          Except as set forth  below,  neither  the  undersigned  nor any of its
          affiliates, officers, directors or principal equity holders (owners of
          5% of more of the equity  securities of the  undersigned) has held any
          position or office or has had any other material relationship with the
          Company  (or its  predecessors  or  affiliates)  during the past three
          years.

          State any exceptions here:


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     The undersigned  agrees to promptly notify the Company of any  inaccuracies
or changes in the information  provided herein that may occur  subsequent to the
date hereof at any time while the Registration Statement remains effective.

     By  signing  below,  the  undersigned  consents  to the  disclosure  of the
information  contained  herein  in its  answers  to  Items 1  through  6 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus  and  any  amendments  or  supplements   thereto.   The   undersigned
understands  that  such  information  will  be  relied  upon by the  Company  in
connection with the preparation or amendment of the  Registration  Statement and
the related prospectus.

     IN WITNESS  WHEREOF the  undersigned,  by authority duly given,  has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

Dated: -----------------------       Beneficial Owner: -----------------------

                                     By:--------------------------------------
                                        Name:
                                        Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO: