Exhibit 10.36

                                      February 27, 1996


Wayne P. Garrett 
Vice President - Finance/CFO
Cambridge SoundWorks, Inc. 
311 Needham Street
Newton, Massachusetts 02164

Re:   Second Amendment to Loan and Security Agreement
      dated as of April 27, 1995

Dear Wayne:

      We refer to the loan and Security Agreement dated as of April 27, 1995, 
between Cambridge SoundWorks, Inc. (the "Borrower") and the First National 
Bank of Boston (the "Lender"), as amended by that certain Amendment to Loan 
and Security Agreement, which amendment is dated October 18, 1995 (as so 
amended, the "Loan Agreement"). 

      This will confirm our understanding that, from and after the date 
hereof:

      (1) Section 3.5 of the Loan Agreement, entitled "REDUCTION OF LOAN 
          ACCOUNT" is hereby deleted in its entirety; and 

      (2) Section 1.2 of the Loan Agreement is hereby deleted in its entirety 
          and replaced with the following new Section 1.2:

          "1.2 "Base Accounts" shall mean Account Receivable of the borrower 
          (a) which arise in the ordinary course of the business operations 
          of the Borrower, consistent with past practices, and which are due 
          from account debtors located in the United States, the Commonwealth 
          of Puerto Rico and the U.S. Virgin Islands, and (b) as to which the 
          Lender has a valid and perfected first-priority security interest 
          and the Borrower has furnished to the Lender information as 
          provided by Section 3.4 hereof (and without limiting the foregoing, 
          "Base Accounts" shall not include any Accounts Receivable of the 
          Borrower arising from the sale or other disposition of goods 
          subject to a security interest listed on Schedule 7.2 hereof)."







Wayne P. Garrett 
Vice President - Finance/CFO
February 27, 1996



          Except to the extent specifically amended by the preceding 
paragraphs (1) and (2), respectively, all of the terms, conditions and 
provisions of the Loan Agreement remain unmodified, and the Loan Agreement, 
as amended by this letter, is confirmed as being in full force and effect.  
In addition, this letter does not constitute a waiver of any rights or 
remedies which the Lender may have under the Laon Agreement or otherwise 
arising.

          Please sign this letter where indicated below to confirm your 
agreement with the provisions hereof.


                                     Very truly yours,

                                     THE FIRST NATIONAL BANK OF BOSTON


                                     By:/s/ Timothy G. Clifford
                                        -------------------------------
                                        Title: Vice President


ACCEPTED AND AGREED
as of the date of the above letter:

CAMBRIDGE SOUNDWORKS, INC. 



By: /s/ Wayne P. Garrett
    --------------------------------
    Title: V.P. Finance - CF0