SECOND AMENDMENT TO LEASE


         THIS AMENDMENT is made and entered into this 28th day of June, 1996, by
and between MEPC APACHE  PROPERTIES INC., a Delaware  corporation,  ("Landlord")
and AUDIO KING, INC., a Minnesota corporation ("Tenant").

         WITNESSETH THAT:

         WHEREAS, MEPC American Properties  Incorporated and Tenant entered into
a certain  Apache Mall Lease dated November 13, 1986 (as amended by Amendment to
Lease dated November November 20, 1987, the "Lease") relating to Store Unit 103,
Apache Mall Shopping Center, Rochester, Minnesota; and

         WHEREAS, Landlord is the successor to the rights of MEPC American
Properties Incorporated under the Lease; and

         WHEREAS, Landlord and Tenant desire to extend the term of the Lease.

         NOW, THEREFORE,  in consideration of these presents, the parties hereby
agree as follows:

         1. Article II of the Lease is hereby amended by deleting  Sections 2.01
and 2.02 and by inserting in place threof an amended Section 2.01 as follows:

         "Section  2.01  Lease  Term.  Ther  term of  this  Lease  and  Tenant's
obligations to pay hereunder  shall commence on September 1, 1986 (herein called
the "Commencement  Date"), and shall end, unless sooner terminated as herinafter
provided, on August 31, 1997."

         2.  Except  as  specifically  modified  herein,  all terms of the Lease
remain in full force and effect.

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment to
Lease the day and year first above written.

"LANDLORD"                                   "TENANT"
MEPC APACHE PROPERTIES INC.                  AUDIO KING, INC.

By     /s/ Paul Ledbetter                    By   /s/  H.G. Thorne
Paul Ledbetter, Vice President               Its President, CEO


And   /s/  Richard A. Weiblen
Richard A. Weiblen, Vice President









STATE OF TEXAS                      )
                                    ) ss.
COUNTY OF DALLAS                    )

         The foregoing  instrument  was  acknowledged  before me the 28th day of
June,  1996, by Paul  Ledbetter and Richard A.  Weiblen,  respectively  the Vice
President  and  Vice  President  of MEPC  APACHE  PROPERTIES  INC.,  a  Delaware
corporation, on behalf of the corporation.

                                                 /s/  Cathy Booth
                                                 CATHY BOOTH
                                                 Notary Public
                                                 State of Texas
                                                 Commission Expires 1-8-97






STATE OF MINNESOTA                  )
                                    )ss.
COUNTY OF ANOKA                     )

         The foregoing  instrument was  acknowledged  before me this 17th day of
June,  1996,  by H.G.  Thorne  and  ________________________,  respectively  the
President  and   ______________________   of  AUDIO  KING,   INC.,  a  Minnesota
corporation, on behalf of the corporation.

                                            /s/  Audrey Mae Brick
                                            AUDREY MAE BRICK
                                            NOTARY PUBLIC - MINNESOTA
                                            My Commission Expires Jan. 31, 2000