Exhibit 10.37

                                   As of June 30, 1996


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

Re:   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 
(as amended, the "Agreement"), between Cambridge SoundWorks, Inc. (the 
"Borrower") and the First National Bank of Boston (the "Lender").  

      This will confirm our understanding that, from and after the date 
hereof: (a) the reference to the dollar amount "$5,800,000" in clause (i) of 
the definition of "Borrowing Base," within Section 1.6 of the Agreement, 
shall be deleted and replaced with a reference to the dollar amount 
"$7,400,000;" and (b) the reference to "the Base Rate plus one-quarter of one 
percent (.25%)" within Section 5.1 (b) of the Agreement shall be deleted and 
replaced with a reference to "the Base Rate plus three-quarters of one 
percent (.75%)."

      In addition, this will confirm that, in addition to the security 
interests already granted, you will also now grant to us a first-priority 
security interest in your fixed assets, and accordingly, Section 7.1 of the 
Agreement is amended to read in its entirety as net forth on ANNEX A hereto.  

      Except to the extent specifically amended by the preceding paragraph, 
all of the terms, conditions and provisions of the Agreement (including 
without limitation the definition of "Borrowing Base" apart from the dollar 
reference as so amended) will remain unmodified, and the 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 Agreement or otherwise arising.  






      Please sign the 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 - CFO






                                    ANNEX A


      7.1   As security for the payment and performance of all Obligation 
(including, without limitation, the Borrower's Obligations hereunder), the 
Lender shall have and the Borrower hereby grants to the Lender a continuing 
security interest in all personal property and fixtures of the Borrower of 
every kind and description, tangible or tangible, whether now or hereafter 
existing, whether now owned or hereafter acquired, and wherever located, 
including but not limited to the following: all Inventory of the Borrower; 
all furniture, fixtures and similar property of the Borrower: all Accounts of 
the Borrower, all contract rights of the Borrower (including without 
limitation all rights of the Borrower under the Best Buy Agreement); all 
other rights of the Borrower to the payment of money, including without 
limitation amounts due from franchises, affiliates, or Subsidiaries, tax 
refunds, and insurance proceeds; all machinery and equipment of the Borrower; 
those assets which are, or will be, classified as "gross fixed assets" within 
the Borrower's audited financial statements delivered to the Lender pursuant 
to Section 2.14 (a); all interests of the borrower in goods as to which an 
Account shall have arisen; all files, records (including without limitation 
computer programs, tapes and related electronic data processing software) and 
writings of the Borrower or in which the Borrower has an interest, in any way 
relating to the foregoing property (including without limitation customer 
lists); all good, instruments, documents of title, policies and certificates 
of insurance, securities, chattel paper, deposits, cash or other property 
owned by the Borrower or in which the Borrower has an interest which are now 
or hereafter be in the possession of the Lender or as to which the Lender may 
now or may hereafter control possession by documents of tittle or otherwise; 
all general intangibles of the Borrower; and any rights of the Borrower to 
retrieval from third parties of electronically processed and recorded 
information pertaining to any of the types of collateral referred to in this 
Section 7.1; any other property of the Borrower, tangible or intangible, in 
which the Lender now has or hereafter acquires a security interest or which 
is now or may hereafter be in the possession of the Lender; any sums at any 
time credited by or due from the Lender to the Borrower, including deposits; 
and proceeds and products of all of the foregoing: PROVIDED THAT, the 
foregoing security interest shall not extend to the patents, trademarks, 
copyrights and customer lists of the Borrower (the "Intellectual Property"); 
PROVIDED FURTHER, however, that the foregoing proviso shall not apply, and 
the foregoing security interest shall extend, to Intellectual Property which 
constitutes the proceeds of property which itself does not constitute 
Intellectual Property.