FIRST AMENDMENT TO LEASE

     THIS FIRST AMENDMENT TO LEASE is made as of September 21, 2005 (this "First
Amendment"),  between FAIRFIELD  PROPERTY  ASSOCIATES LL ("Landlord") and HARVEY
ELECTRONICS, INC. ("Tenant").

                                    RECITALS:

     A.  Landlord  and Tenant  entered  into a lease  dated  July 21,  2000 (the
"Lease"), which Lease demises certain premises comprised of approximately 11,841
Gross Rentable Square Feet in Unit 130 (the "Demised  Premises") of the building
located at 353 Route 46 West, Fairfield, New Jersey.

     B.  Tenant  and  Landlord  desire  to  extend  the term of the Lease and to
memorialize  and confirm other changes to the terms and  conditions of the Lease
as set forth below.

                                   AGREEMENT:

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and other good and valuable consideration,  the receipt and sufficiency of which
are  hereby  conclusively  acknowledged,  Landlord  and Tenant  hereby  agree as
follows:

     1. The above Recitals are specifically incorporated herein by reference.

     2. In the event the terms or  conditions of this First  Amendment  conflict
with,  disagree with, or add to any term(s) or condition(s)  of the Lease,  this
First   Amendment   shall  be  deemed   controlling   and  shall  supersede  any
contradictory provision(s).

     3. All capitalized terms and other terms not otherwise defined herein shall
have the meanings ascribed to them in the Lease.

     4. All references in the Lease to Landlord  shall mean  Fairfield  Property
Associates LLC.

     5. The term of the Lease is hereby  extended by three (3) years and one (1)
month  commencing on December 1, 2005 (the "Renewal  Date") and  terminating  on
December 31, 2008 (the  "Extended  Term").  All  references to the "term" or the
"Term" under the Lease shall mean the term as extended by this First Amendment.

     6. Beginning on the Renewal Date:

     (a) Base Rent shall be:
<TABLE>
<CAPTION>

         Period                                             Annual Base Rent         Monthly Base Rent
         ------                                            ----------------         -----------------
<S>      <C>                                                    <C>                        <C>
         December 1, 2005 through December 31, 2005             $0.00                      $0.00
         January 1,2006 through December 31, 2008               $74,006.28                 $6,167.19
</TABLE>

     (b) Tenant's Building Percentage shall remain 19.41%, subject to adjustment
per terms of the Lease.

     (c) Tenant's Common Area Payment shall be $3,895.20,  subject to adjustment
per terms of the Lease.

     7. Tenant is in  possession of the Demised  Premises and shall  continue to
lease Demised Premises in its "AS IS" condition.  In lieu of Landlord performing
any work in the Demised  Premises,  Landlord  agrees to allow Tenant a credit of
not more than Five Thousand and 00/100 Dollars  ($5,000.00) to be used by Tenant
for the sole  purpose of  improving  the Demised  Premises,  including,  without
limitation,  paint and/or carpeting. Such credit(s) shall be applied to the next
occurring  installments of Base Rent. Credit(s) shall be approved, in Landlord's
reasonable  discretion,  upon submission by Tenant to Landlord of  documentation
that expenditures were made during the Improvement  Period.  Such  documentation
shall  be in the form of (i) a  narrative  of the  improvement(s)  made for each
particular expenditure,  setting out the nature, purpose and location within the
Demised  Premises of the particular  improvement  for which credit is requested,
(ii) invoices and cancelled  checks for payment of such invoices and (iii) where
applicable,   final  lien  waivers,   duly  executed  by  all   contractors  and
subcontractors  performing  such  work,  indicating  that  such  work  has  been
completed  and paid for in full.  Landlord  reserves  the right to  inspect  the
Demised Premises prior to approving any credit for the purpose of confirming the
completion and value of the  improvement.  Tenant shall submit requests for rent
credit(s)  pursuant to this  Paragraph  in amounts of not less than Two Thousand
and 00/100 Dollars ($2,000.00) per request, with the exception of a final credit
request, which may be for any amount.

     8. Landlord is holding the sum of $5,332.69 as Security and shall  continue
to hold same pursuant to the terms of the Lease.

     9. Landlord and Tenant each warrant and represent to the other that neither
employed,  dealt with nor  negotiated  with any broker in  connection  with this
transaction  other than Associated  Realty,  Inc. and SBWE, Inc.  ("Broker") and
each agrees to indemnify and hold  harmless the other against any loss,  cost or
expense (including  reasonable  attorneys' fees) arising out of a breach of such
representation by the indemnitor. Landlord shall pay any commission owing Broker
pursuant to a separate agreement.

     10.  Landlord and Tenant affirm that the Lease is in full force and effect,
and Tenant certifies that all obligations of Landlord under the Lease as of this
date have been fully  performed and complied with by Landlord.  By entering into
this First  Amendment,  Landlord  does not and shall not be deemed either (i) to
waive or forgive any default,  rent arrears or other  conditions with respect to
the Lease or the use of the Demised  Premises,  whether or not in  existence  or
known to  Landlord  at the date  hereof,  or (ii) to consent to any matter as to
which Landlord's  consent is required under the terms of the Lease,  except such
as may  heretofore  have been  waived in writing or  consented  to in writing by
Landlord.

     11.  Tenant  represents  and  warrants  that it has  obtained  all required
consents to enter into this First Amendment.

     12. Except as expressly modified or amended by this First Amendment, all of
the  terms,  covenants  and  conditions  of the Lease are  hereby  ratified  and
confirmed  and,  except insofar as reference to the contrary is made in any such
instrument, all references to the "Lease" in any future correspondence or notice
shall be deemed to refer to the Lease as modified by this First Amendment.

     13.  This First  Amendment  is offered  for  signature  by Tenant and it is
understood  that this First  Amendment  shall not be binding  upon  Landlord  or
Tenant   unless  and  until   Landlord  and  Tenant  shall  have   executed  and
unconditionally  delivered a fully executed copy of this First Amendment to each
other.

     IN WITNESS WHEREOF, the parties have this day set their hands and seals.

Signed, Sealed and Delivered
In the presence of:                LANDLORD:
                                   FAIRFIELD PROPERTY ASSOCIATES LLC

                                   By:  Fairfield Management Associates, LLC

______________________________     By:  /s/ Steven J. Denholtz
                                        --------------------------------------
                                        Steven J. Denholtz, Managing Member

                                   TENANT:
                                   HARVEY ELECTRONICS, INC.

[NOTARY ACKNOWLEDGEMENT]           By: /s/Joseph J. Calabrese
                                       ---------------------------------------
                                       Name:  Joseph J. Calabrese
                                       Title: Executive Vice President
                                              Chief Financial Officer