THIRD AMENDMENT OF LEASE

     THIS  THIRD  AMENDMENT  OF LEASE  ("Amendment")  is  dated  the 22nd day of
November,  2005,  by and between  205 CHUBB  AVENUE,  LLC, a New Jersey  limited
liability company having a place of business at 15 Maple Avenue, Morristown, New
Jersey 07960 ("Landlord") and HARVEY  ELECTRONICS,  INC. a New York corporation,
formerly  known as The Harvey  Group,  Inc.,  having a place of  business at 205
Chubb Avenue, Lyndhurst, New Jersey 07071 ("Tenant")

                                    RECITALS

A. Landlord's  predecessor and Tenant entered into a certain Agreement of Lease,
dated April 26, 1996,  modified by a certain First Amendment of Lease,  dated as
of November  27, 2001 and  Landlord  and Tenant  entered  into a certain  Second
Amendment of Lease,  dated as of June 24, 2002  (collectively,  the "Lease") for
the premises  consisting of 3,928 rentable  square feet in the building known as
and by the street address 205 Chubb Avenue,  Lyndhurst,  New Jersey (the "Leased
Premises").

B. Pursuant to the Lease,  the term expires on January 31, 2006, or such earlier
date upon which the term may expire or be terminated  pursuant to any conditions
of limitation or other provisions of the Lease, or pursuant to law.

C.  Landlord  and Tenant  desire to extend the term of the Lease for a period of
three (3) years,  and to grant the  Tenant an option to extend  the  Lease,  and
otherwise amend and modify the Lease, all pursuant to the terms hereof.

     NOW THEREFORE,  in consideration  for the mutual premises herein set forth,
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:

1. Recitals  Incorporated.  The Recitals  hereinabove are incorporated herein by
reference, as if set forth at length herein.

2. Term  Extended.  Section 2.02 of the Lease is hereby  modified and amended to
provide that the Termination Date is January 31, ------------- 2009.

3. Basic  Rent.  Section  3.01 of the Lease is hereby  modified  and  amended to
provide that the Basic Rent, calculated at an annual rate, from February 1, 2006
through and including  January 31, 2009 is  THIRTY-THREE  THOUSAND THREE HUNDRED
EIGHTY-EIGHT ($33,388.00) DOLLARS, payable monthly, in advance, on the first day
of each month in the amount of TWO THOUSAND SEVEN HUNDRED  EIGHTY-TWO and 34/100
hundredths ($2,782.34) DOLLARS.

4. Address of Landlord for Payment of Rent.  Section 3.02 of the Lease is hereby
modified  to  provide  that  all  Rents  are to be paid to the  Landlord  at the
following address, until Tenant is otherwise notified by Landlord:

         205 Chubb Avenue L.L.C.
         c/o The Hampshire Companies
         P0 Box 9020
         Hicksville, New York 11802

5. Condition of Leased Premises. Tenant acknowledges that it is in occupancy and
possession  of the Leased  Premises,  and hereby  accepts  them in their "as is"
physical  condition  and state of repair as of the date hereof.  Landlord  shall
have no  obligation  to perform  any work in the Leased  Premises,  except  that
Landlord shall replace two (2) roof top HVAC units.

6. Broker.  Tenant  represents  that no real estate broker other than SBWE, Inc.
(the "Broker") is  responsible  for bringing  about and  negotiating  this Third
Amendment,  and  Tenant  has not dealt  with any other  broker,  agent,  leasing
consultant,  finder,  or any  other or  similar  person in  connection  with the
consummation of this Third Amendment.

     In accordance  with the foregoing  representation,  Tenant agrees to defend
indemnify and hold  harmless the  Landlord,  its  affiliates  and  subsidiaries,
partners and officers from any claim,  legal action,  cost expense or liability,
including  attorney's  fees  arising  out of any claim for  commission  or other
compensation  by any person or entity other than the Broker claiming or alleging
to have acted on behalf of or in connection  with Tenant in connection with this
Third Amendment.

7. Option To Extend.

     a. Upon  expiration  of the term of the Lease as set forth in  paragraph  2
hereof  Tenant  shall  have the right and option to extend the term of the Lease
for one (1)  period of three  (3) years  (the  "Extended  Term").  The right and
option to extend the term of the Lease shall be subject to and  contingent  upon
the  satisfaction  of each and every condition set forth  hereinafter.  Tenant's
right and option to extend the term of the Lease shall be  exercisable by Tenant
giving  written  notice of the  exercise  of the right and option to Landlord at
least nine (9) months prior to the  expiration of the original term as set forth
in Article 2. In the event Tenant fails to give written  notice of its intention
to  exercise  its right and option as  provided  above  within  the stated  time
period,  Tenant's  right and option to extend the term of the Lease  shall (upon
the date by which  written  notice  should have been  received by  Landlord)  be
deemed to have been waived by Tenant and shall be of no further force or effect.
In the  event  Tenant  exercises  its right and  option in  accordance  with the
provisions hereof, the term of the Lease shall be extended accordingly,  and all
references contained in the Lease to the term shall be construed to refer to the
original term of the Lease,  as extended,  whether or not specific  reference is
made thereto in the Lease.  Except with  respect to the rent payable  during the
Extended  Term and unless  otherwise  expressly  provided to the  contrary,  the
Extended  Term of the  Lease  shall  be upon  the  same  terms,  conditions  and
covenants  as set forth in the Lease  except,  at the end of the  Extended  Term
there  shall be no  further  right or option to  further  extend the term of the
Lease.  It is  important  to Landlord  that it know whether or not the option is
exercised  by Tenant so that it may seek a  replacement  tenant to avoid loss of
rent,  and  therefore,  the time within  which the option must be  exercised  is
hereby made of the essence. The right and option to extend the term of the Lease
shall be subject to and contingent  upon the  satisfaction of each and every one
of the following conditions:

     (i) The Tenant  shall not have  assigned the Lease nor  subleased  all or a
portion of the Leased Premises;

     (ii) The Lease is in full force and effect;

     (iii)  Tenant  shall not be in  material  default  under any of the  terms,
provisions, covenants and conditions of the Lease; and

     (iv) In lieu of the sums set forth in Article 4a of this Lease,  the annual
installments of minimum rent to be paid by Tenant during the option period shall
be the greater of fair market rent or $ 33,388.00 (the basic annual rent paid by
the Tenant in the year of the Lease immediately preceding this renewal),  but in
no event shall the minimum  annual rent be less than the basic  annual rent paid
by the  Tenant  in the year of the Lease  immediately  preceding  this  renewal,
notwithstanding  that fair market rent shall be lower.  Rent shall be determined
as follows:

Within twenty (20) days after Landlord receives Tenant's notice,  Landlord shall
submit to Tenant, in writing,  its determination of fair market rent. Within ten
(10) days after Tenant receives the fair market rental figure, Tenant shall have
the right to dispute the rent by written notice  received by Landlord within the
ten (10) day time  period.  Failure by Tenant to dispute the rent in this manner
shall be deemed, automatically and conclusively,  an acceptance by Tenant of the
rent  submitted.  Within ten (10) days after Landlord  receives  Tenant's notice
disputing  the rent,  Landlord and Tenant shall each  designate an  independent,
qualified  commercial real estate  appraiser or expert,  who regularly  conducts
business   in  Bergen   County  and  who  is   familiar   with   Bergen   County
Industrial/Office rentals, for the purpose of having them agree on the then fair
market  rent for the  Leased  Premises  which  shall be the  rental  then  being
collected  by  owners of other  properties  for new  Leases of space  reasonably
comparable  in type,  size,  location  and usage to the Leased  Premises  within
Bergen County, New Jersey, for a term of approximately  three years with similar
tenant  expense  assumptions  and  contributions.  In the  event  that  the  two
designees cannot agree upon one figure,  then the designees shall select a third
person with  comparable  qualifications,  and the  agreement of two of the three
designees  shall  prevail,  or if two cannot  agree,  the average of their three
rents shall prevail. Landlord and Tenant shall each pay the fees and expenses of
their own designee,  and they shall share, equally, the fees and expenses of the
third;  and the greater of the basic  annual rent paid by the Tenant in the year
of the Lease  immediately  preceding  this  renewal or the fair  market  rent so
determined shall be the annual fixed minimum rental payable for the option term.
~n their determination of fair market rental, the designees shall not be limited
to ascertain the same amount of rent for each year, but may escalate the rent in
years subsequent to the first year of the extended term,  provided,  however, in
no such year of the  extended  term  shall  the rent be an amount  less than the
basic  annual  rent  paid by the  Tenant  in the year of the  Lease  immediately
preceding  such  renewal.  If Tenant  gives notice of the exercise of its option
more than ten (10) months prior to the  expiration  of the original  term,  then
Landlord  shall  have  until  eight (8) months  prior to the  expiration  of the
original term to submit its determination of fair market rent.

     (v) The  Landlord  and Tenant  shall  execute  and  deliver to each other a
written  statement of the rent for the extended  term when  determined as herein
provided.

8. Address of Landlord for Notice. Section 29.08 of the Lease is hereby modified
to provide that any and all Notices to Landlord  should be sent to the following
address, until Tenant is otherwise notified by Landlord:

         205 Chubb Avenue L.L.C.
         c/o NAI James E. Hanson
         235 Moore Street
         Hackensack, New Jersey 07601

9. Security  Deposit.  The amount of the security deposit is hereby increased to
$5,566.   Landlord  is  currently  holding  $4,910.00  as  a  security  deposit.
Accordingly,  upon  execution  of this  Amendment,  Tenant  shall  deposit  with
Landlord  $656.00,  to be added to the amount of the security deposit  currently
held by Landlord.  The security deposit shall continue to be held by Landlord in
accordance with Section 28.01 of the Lease.

10. Lease Ratified.  Except as herein amended and modified,  the Lease is hereby
ratified and confirmed and all other provisions of the Lease will remain in full
force and effect.  In the event of any conflicts  between the provisions of this
Amendment and the  provisions  of the Lease,  the  provisions of this  Amendment
shall govern and prevail.

11. Amendment Binding. This Amendment shall be binding upon and shall be for the
benefit of the parties hereto, and their respective successors and assigns.

     Executed by the parties hereto as of the day first above set forth.

Landlord:
205 Chubb Avenue L.L.C.
By:  The Hampshire Generational Fund LLC
By:  Hampshire Partners II. LLC,
     its Managing Member

By: /s/ Robert T. Schmitt
-------------------------
Name:  Robert T. Schmitt
Title: Vice President


Tenant:
Harvey Electronics, Inc.

By: /s/ Joseph J. Calabrese
---------------------------
Name: Joseph J. Calabrese
Title:   Executive Vice President and
Chief Financial Officer