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                                   FIRST AMENDMENT
                                          TO
                                   CREDIT AGREEMENT

   This First Amendment is made this 28th day of February, 1997, by and 
between ULTIMATE ELECTRONICS, INC., a Delaware corporation (the "Borrower"), 
NORWEST BANK COLORADO, NATIONAL ASSOCIATION (the "Lender") and NORWEST 
BUSINESS CREDIT, INC, a Minnesota corporation, as administrative agent for 
the Lender (the "Administrative Agent").

                                       RECITALS

   The Borrower, the Lender and the Administrative Agent entered into a 
Credit Agreement dated as of November 21, 1996 (the "Credit Agreement").

   The Borrower has requested that the Lender change certain affirmative 
covenants in the Credit Agreement and the Lender is willing to do so on the 
terms and subject to the conditions set forth herein.

   NOW THEREFORE, in consideration of the premises and the mutual promises 
herein contained, the parties hereto agree as follows:

   1.  Section 6.7 of the Credit Agreement is hereby amended by amending 
subsection (d) thereof to read in its entirety as follows:

   "(d) MONTHLY ACCOUNTS PAYABLE AGING. Within thirty (30) days after the 
   end of each fiscal year, deliver to the Administrative Agent a copy of a 
   summary for the Borrower's internally prepared monthly accounts payable 
   aging for the applicable month and such additional information as the 
   Administrative Agent may reasonably request from time to time, provided, 
   however, that if excess Borrowing Base availability is less than or equal 
   to $2,500,000, the Borrower shall deliver a complete copy of the 
   Borrower's internally prepared monthly accounts payable aging."

   2. Section 6.7 of the Credit Agreement is hereby further amended by 
amending subsection (e) thereof to read in its entirety as follows:

   "(e) BORROWING BASE CERTIFICATE. Within thirty (30) days after the end of 
   each fiscal month, deliver to the Administrative Agent a Borrowing Base 
   Certificate and an Inventory Report (with such supporting schedules as 
   the Administrative Agent may request) signed by the chief financial 
   officer or other officer of the Borrower satisfactory to the 
   Administrative Agent, provided, however, that if excess Borrowing Base 
   availability is less than or equal to $2,500,000, the Borrower shall 
   deliver the Borrowing Base Certificate to 


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   the Administrative Agent on a weekly basis. Notwithstanding the foregoing, 
   the Borrower shall deliver a Borrowing Base Certificate more frequently 
   than otherwise provided herein at the request of the Administrative Agent."
   
   3. Except as specifically amended hereby, the Credit Agreement shall 
remain in full force and effect.

   IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to 
be duly executed as of the day and year first above written.

                                    ULTIMATE ELECTRONICS, INC.


                                    By:  /s/ Alan E. Kessock
                                        ---------------------------------
                                    Its: Vice President
                                        ---------------------------------


                                    NORWEST BANK COLORADO, NATIONAL
                                    ASSOCIATION


                                    By:  /s/ Karen Hardy
                                        ---------------------------------
                                    Its: Vice President
                                        ---------------------------------


                                    NORWEST BUSINESS CREDIT, INC.


                                    By:  /s/ Pamela Klempel
                                        ---------------------------------
                                    Its: Assistant Vice President
                                        ---------------------------------





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