SECOND AMENDMENT OF LEASE
                            -------------------------

This Second Amendment of Lease is made as of the Effective Date (defined below)
between the Landlord and the Tenant.

Definitions:

The following terms shall he defined as folIows:

Lease shall mean the Agreement of Lease made on August 14, I 998 by the Landlord
and the Tenant affecting the Premises  described in the Lease, as amended by the
(First)  Amendment of Lease made as of January I, 2000. and (when fulIy executed
by the  parties)  this  Second  Amendment  of Lease;  all of which  instruments,
collectively shall he referred to as "the Lease".

Landlord shall mean MARTIN GOLDBAUM and SALLY GOLDBAUM.

Tenant shall mean HARVEY ELECTRONICS, Inc.

Premises  shall mean that portion of the Building  described in the Lease and in
the (First)  Amendment of Lease:  and (when fully  executed by the parties) that
portion of the original Premises deleted from the Lease by this Agreement.

Effective Date shall mean December 1, 2004.

Second Amendment of Lease or this Agreement shall mean this instrument.


Unless given another meaning in this Agreement, all capitalized nouns shall have
the same meaning as set forth in the Lease.


Recitals

a.   The Landlord  and the Tenant  entered the Lease on August 14, 1998 upon the
     terms and conditions Set forth in the Lease. The Lease is presently in full
     force and effect and has been amended by the (First)  Amendment of Lease
     made as of January 1, 2000.

b.   By the terms of the Lease,  the Landlord and the Tenant  reserved the right
     to modify its terms by a written instrument signed by the parties.  By this
     instrument  when fully  executed  the parties  desire to further  amend the
     terms of the Lease as set forth in this Agreement.

     NOW THEREFORE in  consideration  of the mutual rights and  obligations  set
forth in this  Agreement,  the  receipt  and  sufficiency  of which is  mutually
acknowledged, the Landlord and the Tenant agree:

First:  As of the  Effective  Date,  the Lease is  modified as set forth in this
Second Amendment of Lease.


Second: Article 110 of the Lease ("Annual Base Rent") is amended as follows:

      Period                            Annual Base Rent     Monthly
  12/1/04-8/31/05                       $56,638.53           $6,293.17
    9/1/05-8/31/06                      $78,313.00           $6,526.08
    9/1/06-8/31/07                      $81,204.00           $6,767.00
    9/1/07-8/31/08                      $84,191.00           $7,015.92

Third:  Article  1.11 of the Lease  ("Monthly  Base  Rent") is  amended  so that
Monthly Base Rent shall mean the Annual Base Rent as set forth in this Agreement
divided by "12";  except that the Monthly  Base Rent for the period from 12/1/04
through 8/31/05 shall be $6,293.17.

Fourth:  Article 1.14 of the Lease ("Premises or Leased Premises") is amended so
that the Premises shall be the Premises  described in the Lease.  less the space
on the first floor of the Building  shown on the sketch or plan attached to this
instrument: which remaining space shall now be referred to as "the Premises". As
of the  Effective  Date,  the Lessee  hereby  surrenders to the Lessor the space
shown on the sketch or plan attached to this Agreement.

Fifth: Article 1.15 of the Lease ("Lessee's  Proportionate Share") is amended so
that the Lessee's Proportionate Share shall 48.55%

Sixth: Except as otherwise expressly modified by this Second Amendment of Lease,
the terms and conditions of the Lease are hereby  ratified and confirmed by the
parties.

Seventh: This Agreement may not be modified verbally.

    Landlord:                                Tenant

                                             HARVEY ELECTRONICS, Inc.

   ________________________________          By:_____________________________
    Martin Goldbaum


  ________________________________
  Sally Goldbaum