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                       SECOND AMENDMENT TO THE AMENDED AND
                      RESTATED LOAN AND SECURITY AGREEMENT

     This Second Amendment To The Amended And Restated Loan And Security
Agreement (the "Amendment") is entered into as of the 22nd day of February, 2000
by and among ULTIMATE ELECTRONICS, INC., a Delaware corporation, ULTIMATE
AKQUISITION CORP., a Delaware corporation and FAST TRAK, INC., a Minnesota
corporation (collectively, "Borrower"), whose chief executive office is located
at 321 West 84th Avenue, Suite A, Thornton, Colorado 80221 and FOOTHILL CAPITAL
CORPORATION, a California corporation ("Foothill"), with a place of business
located at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles, California
90025-3333, in light of the following facts:

                                      FACTS

     FACT ONE: Foothill and Borrower have previously entered into that certain
Amended And Restated Loan And Security Agreement, dated November 24, 1998 (the
"Agreement").

     FACT TWO: Foothill and Borrower desire to amend the Agreement as provided
herein. Terms defined in the Agreement which are used herein shall have the same
meanings as set forth in the Agreement, unless otherwise specified.

     NOW, THEREFORE, Foothill and Borrower hereby modify and amend the Agreement
as follows:

     1.   Section 2.8 of the Agreement is hereby amended in its entirety to read
as follows:

          2.8 CREDITING PAYMENTS; APPLICATION OF COLLECTIONS. The receipt of any
Collections by Foothill (whether from transfers to Foothill by the depository
account banks or Concentration Account Banks or otherwise) immediately shall be
applied provisionally to reduce the Obligations outstanding under SECTION 2.1,
but shall not be considered a payment on account unless such Collection item is
a wire transfer of immediately available federal funds and is made to the
Foothill Account or unless and until such Collection item is honored when
presented for payment. From and after February 1, 2000, Foothill shall be
entitled to charge Borrower for one-half Business Days of "clearance" or "float"
at the rate set forth in SECTION 2.4(a)(i) or SECTION 2.4(c)(i), as applicable,
on all Collections that are received by Foothill (regardless of whether
forwarded by the depository account banks to Foothill, whether provisionally
applied to reduce the Obligations under SECTION 2.1, or otherwise). This
across-the-board one-half Business Day clearance or float charge on all
Collections is acknowledged by the parties to constitute an integral aspect of
the pricing of Foothill's financing of Borrower, and shall apply irrespective of
the characterization of whether receipts are owned by Borrower or Foothill, and
whether or not there are any outstanding Advances, the effect of such clearance
or float charge being the equivalent of charging one-half Business Days of
interest on such Collections. Should any Collection item not be honored when
presented for payment, then Borrower shall be deemed not

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to have made such payment, and interest shall be recalculated accordingly.
Anything to the contrary contained herein notwithstanding, any Collection item
shall be deemed received by Foothill only if it is received into the Foothill
Account on a Business Day on or before 11:00 a.m. California time. If any
Collection item is received into the Foothill Account on a non-Business Day or
after 11:00 a.m. California time on a Business Day, it shall be deemed to have
been received by Foothill as of the opening of business on the immediately
following Business Day."

     2.   In the event of a conflict between the terms and provisions of this
Amendment and the terms and provisions of the Agreement, the terms and
provisions of this Amendment shall govern. In all other respects, the Agreement,
as supplemented, amended and modified, shall remain in full force and effect.

     IN WITNESS WHEREOF, Borrower and Foothill have executed this Amendment as
of the day and year first written above.



FOOTHILL CAPITAL CORPORATION           ULTIMATE ELECTRONICS, INC.



By   /s/ Robert Castine                By   /s/ Alan E. Kessock
    -------------------------              -------------------------
     Robert Castine                    Print Name: Alan E. Kessock
Its  Vice President                    Its Senior Vice President



                                       ULTIMATE AKQUISITION CORP.

                                       By   /s/ Alan E. Kessock
                                           -------------------------
                                       Print Name Alan E. Kessock
                                       Its Senior Vice President



                                       FAST TRAK, INC.

                                       By   /s/ Alan E. Kessock
                                           -------------------------
                                       Print Name Alan E. Kessock
                                       Its Senior Vice President