SIXTH AMENDMENT AND CONSENT AGREEMENT


     THIS SIXTH  AMENDMENT AND CONSENT  AGREEMENT  (this "Sixth  Amendment")  is
entered into as of November 9, 2006 by and among Harvey Electronics, Inc., a New
York  corporation   ("Borrower"),   and  Webster  Business  Credit   Corporation
("Lender").

                                  Introduction

     Borrower and Lender are parties to a Loan and Security  Agreement  dated as
of November 21, 2003 (as amended through the date hereof and as further amended,
restated,  supplemented  or  otherwise  modified  from  time to time,  the "Loan
Agreement")  pursuant to which Lender has agreed to make revolving  credit loans
and to provide certain other financial accommodations to Borrower.

     Borrower has requested certain  amendments to the Loan Agreement.  Borrower
has also  requested  that the Lender  consent  under the Loan  Agreement  to the
Trinity  Investment  (as  defined  below).  Lender  is  willing  to  effect  the
amendments  of the Loan  Agreement  requested  by  Borrower  and  consent to the
Trinity Investment on the terms and conditions hereinafter set forth.

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency  of which are hereby  acknowledged,  Borrower  and  Lender  agree as
follows:

     1.  Amendments  to the  Loan  Agreement.  Upon  the date  that  this  Sixth
Amendment  shall  have  been  executed  by each of the  parties  hereto  and all
conditions  set forth in Section 3 and  Section 4 of this Sixth  Amendment  have
been  satisfied,  Borrower  and Lender  agree that the Loan  Agreement  shall be
amended as follows:

     (a) Section 1.1 of the Loan  Agreement  is hereby  amended by deleting  the
defined terms  "Borrowing  Base  Overadvance(s)",  "Borrowing  Base  Overadvance
Interest Rate", and "Borrowing Base Overadvance Termination Date".

     (b) Section 1.1 of the Loan  Agreement  is hereby  amended by deleting  the
defined term "Trinity Investment" in its entirety and inserting the following in
lieu thereof:

          "Trinity  Investment"  means  the  sale by the  Borrower  of at  least
          $4,000,000 of the Borrower's  Series B 8% Convertible  Preferred Stock
          pursuant to the  Securities  Purchase  Agreement  dated April 17, 2006
          among the Borrower and the purchasers a party  thereto,  as amended by
          the Amendment No. 1 to Securities  Purchase  Agreement dated September
          8, 2006.

     (c) The  definition of the term  "Availability  Reserves" in Section 1.1 of
the Loan  Agreement is hereby amended by deleting the last sentence of such term
and inserting the following in lieu thereof:

          "Subject  to  changes  from  time to time  in the  Lender's  Permitted
          Discretion  or after a Default or Event of Default,  as of (i) July 1,
          2007,  Availability  Reserves  shall include (but not be limited to) a
          reserve  equal to 30% of the  amount  of  customer  deposits,  and (i)
          October 31,  2007,  Availability  Reserves  shall  include (but not be
          limited  to) a  reserve  equal  to  60%  of  the  amount  of  customer
          deposits."

     (d)  Section  1.1 of the Loan  Agreement  is hereby  amended  by adding the
following defined terms in the appropriate alphabetical order:

          "Fixed Charge Ratio" means,  for any period,  the ratio of (i) the sum
          of (A) EBITDA,  minus (B) Unfinanced Capital  Expenditures made during
          such period,  to (ii) the sum of (A) all payments of interest required
          to be made on Indebtedness  during such period, (B) current maturities
          of  long-term  Indebtedness,  (C) all  federal,  state and local taxes
          actually  paid in cash during such period,  and (D) any  distributions
          made or declared or any dividends paid by Borrower during such period,
          all as determined in accordance with GAAP.

          "Unfinanced Capital Expenditures" means capital expenditures which are
          paid for by a Person other than with the proceeds of Indebtedness.

     (e) Section 2.2 of the Loan  Agreement is hereby  amended by deleting  such
section  in  its  entirety,   and  inserting  in  lieu  thereof  the  following:
"Intentionally left blank."

     (f) Section 4.7 of the Loan  Agreement  is hereby  amended by deleting  the
number "120" in  subsection  (c) thereof and  inserting the number "180" in lieu
thereof.

     (g) Section 7.11 of the Loan  Agreement is hereby  amended by deleting such
Section  7.11 in its entirety and  inserting in lieu thereof the  following  new
Section 7.11:

          "Distributions.  Make any distribution or declare or pay any dividends
          (in cash or other property,  other than common Stock) on, or purchase,
          acquire,  redeem,  or retire any of  Borrower's  Stock,  of any class,
          whether now or  hereafter  outstanding,  except that (a) so long as no
          Event of Default  has  occurred  and is  continuing  and none shall be
          caused by the making of such  distribution,  dividend  payments to the
          holders of the Borrower's 8.5% Cumulative  Convertible Preferred Stock
          in an aggregate  amount not to exceed  $100,000 per calendar year; and
          (b) so long as (i)  Borrower  has  delivered  to Lender all  financial
          statements,  reports  and  certificates  required to be  delivered  by
          Section 6.3,  (ii) no Event of Default has occurred and is  continuing
          and none shall be caused by the making of such distribution, (iii) the
          Borrower's  Fixed Charge  Coverage Ratio for the prior fiscal year and
          for the 12 month period ended as of the last day of the last month for
          which  financial  statements,  reports  and  certificates  pursuant to
          Section 6.3 are required to have been delivered, is not less than 1.00
          to 1.00,  and (iv) the  Borrower has Excess  Availability  of at least
          $1,000,000  immediately  prior  to  and  after  the  distribution  and
          maintains such Excess  Availability  for 30 consecutive days after the
          distribution,  the Borrower may make dividend  payments to the holders
          of the Borrower's  8.0% Cumulative  Convertible  Preferred Stock in an
          aggregate   amount  per   calendar   year  not  to  exceed   $350,000.
          Notwithstanding  the forgoing,  the Borrower may not pay any dividends
          pursuant to  subsection  (b) above until the Borrower has delivered to
          Lender all financial statements,  reports and certificates required by
          Section 6.3 for the Borrower's fiscal year ending October 31, 2007."

     (h) Section 7.21 of the Loan  Agreement is hereby  amended by deleting such
Section  7.21 in its entirety and  inserting in lieu thereof the  following  new
Section 7.21:

          "7.21 Financial Covenants.

               (a) Capital  Expenditures.  Make capital  expenditures during the
          Borrower's fiscal year ending October 31, 2007 in excess of $4,000,000
          or make capital  expenditures  in any fiscal year thereafter in excess
          of $750,000.

               (b)  Excess  Availability/Cash.  Borrower  shall at all  times be
          required to maintain (i) cash with banks in accounts  that are subject
          to a Control  Agreement  (other  than  payroll or  operating  accounts
          excluded  in   Lender's   Permitted   Discretion)   plus  (ii)  Excess
          Availability, in an aggregate amount greater than $1,000,000.

               (c) Business Plan and  Projections.  If Borrower fails to deliver
          an updated Business Plan satisfactory to Lender as required by Section
          6.3(c),  Borrower shall be required to maintain Excess Availability of
          at least $1,500,000 all times thereafter until Borrower  delivers such
          an updated Business Plan approved by Lender."

     (i) Schedule  5.8(b) of the Loan  Agreement  is hereby  amended by deleting
such Schedule 5.8(b) in its entirety and substituting  therefor  Schedule 5.8(b)
attached hereto.

     2. Lender's Rights. Lender expressly reserves the full extent of its rights
under the Loan  Agreement,  the other Loan  Documents  and  applicable  law with
respect to any Default or Event of Default  existing on the date  hereof,  other
than the Identified Event of Default (defined below).

     3. Conditions Precedent to Sixth Amendment. The satisfaction of each of the
following,  unless  waived or  deferred  by Lender in its  Permitted  Discretion
constitute conditions precedent to the effectiveness of this Sixth Amendment:

     (a) Lender  shall have  received  this Sixth  Amendment,  duly  executed by
Borrower;

     (b) the  representations  and warranties in this Sixth Amendment,  the Loan
Agreement,  as amended  hereby,  and the other Loan Documents  shall be true and
correct in all  respects  on and as of the date  hereof,  as though made on such
date  (except to the extent  that such  representations  and  warranties  relate
solely to an earlier date);

     (c) after  giving  effect to this Sixth  Amendment,  no Default or Event of
Default shall have occurred and be continuing on the date hereof, and no Default
or Event of Default  shall  result  from the  consummation  of the  transactions
contemplated herein;

     (d) no injunction,  writ,  restraining  order, or other order of any nature
prohibiting,  directly  or  indirectly,  the  consummation  of the  transactions
contemplated  herein  shall have been issued and remain in force by any court or
other governmental authority against Borrower or Lender; and

     (e)  Lender  shall  have  received  payment  in full  of its  out-of-pocket
expenses  (including  reasonable  attorneys'  fees  and  expenses)  incurred  in
connection with the Loan Agreement and this Sixth Amendment.

     4. Conditions  Subsequent to Sixth  Amendment.  The satisfaction of each of
the following,  unless waived or deferred by Lender in its Permitted  Discretion
constitute conditions subsequent to the effectiveness of this Sixth Amendment:

     (a) By  November  13,  2006,  the  Borrower  shall have  closed the Trinity
Investment and received proceeds from such transaction of at least $4,000,000.

     5. Consent and  Authorization.  The Trinity Investment would be a violation
of and would constitute an Event of Default under Sections 7.3(a) and 7.9 of the
Loan  Agreement.  Subject  to the terms and  conditions  set forth in this Sixth
Amendment, the Lender hereby consents to the Trinity Investment (the "Consent").
The  Borrower  acknowledges  and agrees that the  foregoing  provisions  of this
Section 5 relate  solely to the Consent  specified and shall in no way be deemed
or  construed  as a consent by the Lender to any other  actions of the  Borrower
that would cause a Default or Event of Default  under the Loan  Agreement or any
other Loan Document. The Lender expressly reserves the full extent of its rights
under the Loan Agreement, the other Loan Documents and applicable law in respect
of any other actions by the Borrower not specifically consented to herein.

     6. Waiver.  Lender hereby waives the Event of Default arising under Section
7.21(a) of the Loan Agreement  solely to the extent  resulting from the Borrower
having allowed EBITDA for the one month period ended October 31, 2006 to be less
than $(60,000) (the "Identified Event of Default").  The foregoing provisions of
this Section 6 relate solely to the Identified  Event of Default and shall in no
way be deemed or construed  as a waiver by Lender of any other  Default or Event
of  Default  under the Loan  Agreement  or any  other  Loan  Document,  known or
unknown,  now  existing  or  occurring  subsequent  to the  date of  this  Sixth
Amendment.  Lender  expressly  reserves  the full extent of its rights under the
Loan Agreement,  the other Loan Documents and applicable law with respect to any
Default or Event of Default existing on the date hereof and not specified herein
as an Identified Event of Default.

     7. Representations and Warranties.  Borrower hereby represents and warrants
to the Lender that:

     (a) the execution,  delivery, and performance of this Sixth Amendment,  the
Loan Agreement and the other Loan Documents (i) are within Borrower's  corporate
powers, (ii) have been duly authorized by all necessary corporate action,  (iii)
do not  require  any  approval  or consent of any Person  under any  contractual
obligation  of the Borrower and (iv) do not  contravene  (A) any law,  rule,  or
regulation, or any order, judgment,  decree, writ or injunction, or award of any
arbitrator,  court,  or  Governmental  Authority,  (B) the terms of its charter,
bylaws  or  other  operative  or  formative  documents  or (C) any  contract  or
undertaking  to which it is a party or by  which  any of its  properties  may be
bound or affected;

     (b) this Sixth Amendment has been duly executed and delivered by Borrower;

     (c)  this  Sixth  Amendment  and the  Loan  Agreement  and the  other  Loan
Documents,  each  as  previously  amended  and  as  amended  hereby,  constitute
Borrower's legal, valid, and binding  obligations,  enforceable against Borrower
in accordance with their respective terms;

     (d)  Borrower is in  compliance  with all of the terms and  provisions  set
forth in the  Loan  Agreement  and each of the  other  Loan  Documents,  each as
previously  amended  and as  amended  hereby,  on its  part  to be  observed  or
performed on or prior to the date hereof; and

     (e) after  giving  effect to this Sixth  Amendment,  no Default or Event of
Default has occurred  and is  continuing  under the Loan  Agreement or any other
Loan Document.

     8.  Reaffirmation.  Borrower further reaffirms all of its obligations under
the Loan Agreement and the other Loan Documents,  each as previously amended and
as amended hereby.

     9. Effect on Loan  Agreement.  Except as  expressly  provided  herein,  the
execution,  delivery,  and performance of this Sixth Amendment shall not operate
as a waiver or an amendment of any right,  power,  or remedy of the Lender under
the Loan  Agreement or any other Loan Document.  Except to the extent  expressly
amended  hereby,  the Loan  Agreement  and all  other  Loan  Documents  shall be
unaffected  hereby,  shall continue in full force and effect,  are hereby in all
respects ratified and confirmed,  and shall constitute the legal, valid, binding
and enforceable obligations of Borrower to the Lender.

     10. No Novation;  Entire Agreement.  This Sixth Amendment  evidences solely
the amendment of certain terms and  provisions of Borrower's  obligations  under
the Loan Agreement expressly set forth herein and is not a novation or discharge
thereof. There are no other understandings,  express or implied,  between Lender
and Borrower regarding the subject matter hereof.

     11. Choice of Law. The validity of this Sixth Amendment,  its construction,
interpretation and enforcement,  and the rights of the parties hereunder,  shall
be determined  under,  governed by, and construed in accordance with the laws of
The  Commonwealth  of   Massachusetts   without  regard  to  conflicts  of  laws
principles.

     12. Definitions and Construction.

     (a) Capitalized  terms used but not otherwise defined herein shall have the
respective  meanings  given  to such  terms in the Loan  Agreement,  as  amended
hereby.

     (b)  Upon  and  after  the  effectiveness  of this  Sixth  Amendment,  each
reference in the Loan  Agreement  to "this  Agreement",  "hereunder",  "herein",
"hereof"  or words of like  import  referring  to the Loan  Agreement,  and each
reference  in the other Loan  Documents to "the Loan  Agreement",  "thereunder",
"therein",  "thereof",  or words of like import referring to the Loan Agreement,
shall mean and be a reference to the Loan Agreement as amended hereby.

     13.  Counterparts;  Telefacsimile  Execution.  This Sixth  Amendment may be
executed  in any number of  counterparts  and by  different  parties in separate
counterparts,  each of which when so executed and delivered,  shall be deemed an
original,  and all of which,  when taken together,  shall constitute one and the
same instrument. Delivery of an executed counterpart of a signature page to this
Sixth  Amendment  by  facsimile  shall be as effective as delivery of a manually
executed  counterpart of this Sixth Amendment.  Any party delivering an executed
counterpart  of this Sixth  Amendment by facsimile also shall deliver a manually
executed  counterpart  of this  Sixth  Amendment  but the  failure  to deliver a
manually executed counterpart shall not affect the validity, enforceability, and
binding effect of this Sixth Amendment.

                   [Signatures appear on the following page.]

<PAGE>
     IN WITNESS  WHEREOF,  Borrower and Lender caused this Sixth Amendment to be
executed as of the date first above written.

                                    BORROWER:

                                    HARVEY ELECTRONICS, INC.



                                    By:/s/Joseph J. Calabrese
                                       -----------------------------
                                       Name:Joseph J. Calabrese
                                       Title:Executive Vice President



                                   LENDER:

                                   WEBSTER BUSINESS CREDIT CORPORATION



                                   By:/s/Cynthia Tonnucci
                                      ------------------------------
                                      Name:Cynthia Tonnucci