SECOND AMENDMENT OF LEASE

     THIS SECOND AMENDMENT OF LEASE,  dated as of the ____ day of June, 2002, is
being entered into between 205 CHUBB AVENUE, LLC, a New Jersey limited liability
company,  having an address c/o Hampshire  Management  Company, 15 Maple Avenue,
Morristown,  New  Jersey  07960  (hereinafter  called  "Landlord"),  and  HARVEY
ELECTRONICS,  INC., a New York corporation,  formerly known as THE HARVEY GROUP,
INC.,  each having an office at 205 Chubb  Avenue,  Lyndhurst,  New Jersey 07071
(hereinafter collectively called "Tenant").

                              W I T N E S S E T H :

     WHEREAS:

     A. Landlord and Tenant heretofore entered into a certain Agreement of Lease
dated as of April 26, 1996,  as modified by a certain  First  Amendment of Lease
dated as of November  27, 2001 (said lease as the same was or may  hereafter  be
amended is hereinafter  called the "Lease") with respect to premises  consisting
of 3,928 rentable square feet located in the building known as 205 Chubb Avenue,
Lyndhurst, New Jersey, located at Meadowlands Corporate Center (the "Building");

     B. The term of the Lease  expires on September 30, 2002, 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;

     C.  Landlord and Tenant  desire to extend the term of the Lease for an year
period of three (3) years and four (4) months,  on the terms and  conditions set
forth herein; and

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

     2. As of the date  hereof,  Section  2.02 of the  Lease  shall be deemed to
provide that the Termination Date is January 31, 2006.

     3.  Section 3.01 of the Lease  shall,  as of the date hereof,  be deemed to
provide  that the Basic  Rent,  on an annual  basis,  shall be,  for the  period
beginning on October 1, 2002, and expiring on the Termination Date,  TWENTY-NINE
THOUSAND FOUR HUNDRED SIXTY AND 00/100 DOLLARS ($29,460.00), calculated at a net
rate of $7.50 per  rentable  square  foot of the  Leased  Premises,  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).

     4.  Tenant  covenants,  represents  and  warrants  that  Tenant  has had no
dealings with any broker or agent in connection  with the  consummation  of this
Second Amendment of Lease,  other than SBWE, Inc. 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
cost,  expenses,  including  attorney's  fees  (in  settlement,  at  trial or on
appeal),  court costs and disbursements or liability for any commission or other
compensation  claimed by any broker or agent other than SBWE,  Inc. with respect
to this Second Amendment of Lease.  Landlord agrees to pay the commission due to
SBWE, Inc.,  pursuant to a separate written agreement between Landlord and SBWE,
Inc.

     5. Landlord and Tenant  acknowledge  and agree that Tenant has no remaining
options to extend the term of the Lease.

     6. (a) Tenant  acknowledges  that it is in occupancy of the Leased Premises
and hereby accepts the Leased  Premises in their "as is" physical  condition and
state of repair as of the date  hereof.  Other  than as  expressly  provided  in
Section  6(b)  hereof,  Landlord  shall  have  no  obligation  to do any  tenant
improvement work or grant any construction  allowances with regard to the Leased
Premises.

     (b) Tenant shall perform all construction work which is required to prepare
the Leased Premises for Tenant's use thereof  ("Tenant's  Work"),  in accordance
with the  provisions  of  Articles  VIII and IX of the Lease.  Subject to and in
accordance  with the terms  hereof,  Landlord  shall pay an amount not to exceed
FIVE THOUSAND AND 00/100  DOLLARS  ($5,000.00)  (the  "Construction  Allowance")
toward any out-of-pocket  costs incurred by Tenant in performing  Tenant's Work,
but such  Construction  Allowance  shall not be  applied  toward the cost of any
furniture, equipment or trade fixtures purchased by Tenant for use in the Leased
Premises. From time to time as Tenant's Work progresses (but not more frequently
than once per calendar  month),  Tenant shall have the right to provide Landlord
with a request to  reimburse  Tenant for any  out-of-pocket  costs  incurred  by
Tenant in connection with performing  Tenant's Work, which request shall include
(i) a copy of all applicable invoices in connection with Tenant's Work for which
reimbursement is sought,  together with receipts showing that such invoices were
paid by Tenant, (ii) a statement from Tenant describing in reasonable detail the
portion of  Tenant's  Work  which has been  completed  and for which  payment is
sought,  (iii) an affidavit from Tenant's  contractor  stating that all Tenant's
Work for which payment is sought has been completed and stating that payment has
been made for all  labor,  materials  and  subcontractors'  work for which  such
payment is requested,  and (iv) waivers of lien by Tenant's  contractor  and all
subcontractors and material suppliers in connection with Tenant's Work for which
reimbursement  is  sought.  Within  thirty  (30) days after  receiving  any such
request from Tenant, and provided there is no default by Tenant under this Lease
beyond any applicable  notice and/or grace period,  Landlord shall  reimburse to
Tenant the amount  requested  in the payment  request;  provided,  however,  the
aggregate amount paid by Landlord pursuant to this Section 9(b) shall not exceed
the Construction Allowance.  Notwithstanding  anything to the contrary contained
herein,  if any portion of the Construction  Allowance is not applied within two
(2) years of the date of this Second  Amendment of Lease in accordance with this
Section  6(b),  then any excess shall be forfeited and shall not be applied as a
credit  against Basic Rent or any other sums due Landlord  hereunder,  and shall
not be paid to Tenant or any other party.

     7.  Except as  modified  by this  Second  Amendment  of Lease,  and all the
instruments  referenced in WHEREAS clause A hereof, the Lease and all covenants,
agreements,  terms and conditions  thereof shall remain in full force and effect
and are hereby in all respects ratified and confirmed.  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.

     8. Tenant represents that the undersigned officer of the Tenant corporation
has been duly authorized on behalf of the Tenant  corporation to enter into this
Second 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.

     9. This Second Amendment of Lease may not be changed orally,  but only by a
writing signed by the party against whom enforcement thereof is sought.

     IN WITNESS  WHEREOF,  Landlord  and Tenant  have  respectively  signed this
Second Amendment of Lease on the day and year, first written above.

WITNESSED BY:                            LANDLORD:

                                         205 CHUBB AVENUE, LLC
                                         By:  The Hampshire Fund II, LLC
                                                 Manager


/s/                                        By:/s/
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                                              Name:
                                              Title:

WITNESSED OR ATTESTED BY:                TENANT:

                                         HARVEY ELECTRONICS, INC.


/s/                                      By:/s/
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Name:                                       Name:
Title:                                      Title: