Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made effective this 10th day of June, 2004, by and between ULTIMATE ELECTRONICS, INC., a Delaware
corporation ("Employer"), and DAVID A. CARTER, a California resident ("Executive").

WHEREAS,
Executive agrees to be employed by Employer for the period and upon and subject to the terms herein provided; and

WHEREAS,
Employer agrees to employ Executive for the period and upon and subject to the terms herein provided;

THEREFORE,
in consideration of the foregoing and of the mutual promises, covenants and agreements contained herein, the legal sufficiency of which is hereby acknowledged, and intending
to be legally bound, Employer and Executive agree:

1.Employment.Upon and subject to the terms provided herein, Employer agrees to employ Executive, and Executive
hereby agrees to be employed by Employer, as Employer's Senior Vice PresidentFinance and Chief Financial Officer, or other substantially similar position.

2.Term of Employment.Subject to the terms set forth in this Agreement, Employer agrees to employ Executive and
Executive hereby agrees to be employed by Employer for a period (the "Employment Period") commencing from the date hereof until May 15, 2005.

3.Compensation.



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4.Termination of Employment.Notwithstanding any other provision of this Agreement, Executive's employment may
be terminated as follows:



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5.Proprietary Information.

(a)   Executive
represents and warrants to Employer that (i) Executive is not subject to any limitation or agreement restricting employment by Employer or performance
of Executive's duties hereunder, and (ii) neither Executive nor any third party has any right or claim to Executive's work produced on behalf of Employer or using the property, personnel, or
facilities of Employer. Executive shall not misappropriate proprietary rights of Employer or any third party.

(b)   Executive
further agrees not to make, use, disclose to any third party, or permit to be made, used, or disclosed, any records, plans, papers, articles, notes, memoranda,
reports, lists, records, drawings, sketches, specifications, software programs, data, or other materials of any nature relating to any matter within the scope of the business of Employer or concerning
any of its dealings or affairs ("Materials"), whether or not developed, in whole or in part, by Executive and whether or not embodying Confidential Information (defined below), otherwise than for the
benefit of Employer. Executive shall not, after the termination of employment, use, disclose, or permit to be used or disclosed, any such Materials, it being agreed that all such Materials shall be
and remain the sole and

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exclusive
property of Employer. Immediately upon the termination of employment, Executive shall deliver all such Materials, and all copies thereof, to Employer, at its designated office.

6.Non-Competition; Non-Solicitation; Anti-Raiding;
Non-Disparagement.Without the prior written approval of the Chief Executive Officer or the President of Employer, Executive shall not, directly or
indirectly, during his employment and until the end ofone(1) year after termination of employment (however such termination occurs, including,
without limitation, termination pursuant to Section 4(a), 4(b), 4(c), 4(e), 4(f), 4(g), or 4(h)),



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7.Confidentiality.

(a)   The
term "Confidential Information" shall include, but not be limited to, the whole or any portion or phase of (i) any confidential, or proprietary or trade
secret, technical, business, marketing or financial information, whether pertaining to (1) Employer or its Affiliates, (2) its or their clients and customers, or (3) any third
party which Employer or its Affiliates is under an obligation to keep confidential including, but not limited to, methods, know-how, techniques, systems, processes, software programs,
works of authorship, customer lists, supplier lists, projects, plans, and proposals, and (ii) any software programs and programming prepared for Employer's benefit whether or not developed, in
whole or in part by Executive. For purposes of this Agreement, "Confidential Information" shall include, but shall not be limited to, strategies, analysis, concepts, ideas, or plans; operating
techniques; demographic and trade area information; prospective site locations know-how; improvements; discoveries, developments; designs, techniques, procedures; methods; machinery,
devices; drawings; specifications; forecasts; new products; research data, reports, or records; customer information including, but not limited to, present or prospective customer lists, profiles, or
preferences; marketing or business development plans, strategies, analysis, concepts or ideas; dealer agreements and information; contracts; general financial information about or proprietary to
Employer, including, but not limited to, unpublished financial statements, budgets, projections, licenses, costs, and fees; pricing strategies and discounts; personnel information; and any and all
other trade secrets, trade dress, or proprietary information, and all concepts or ideas in or reasonably related to Employer's business. All such Confidential Information is extremely valuable and is
intended to be kept secret to Employer; is the sole and exclusive property of Employer or its clients and customers; and, is subject to the restrictive covenants set forth herein. The term
Confidential Information shall not include any information generally available to the public or publicly disclosed by Employer (other than by the act or omission of Executive), information disclosed
to Executive by a third party under no duty of confidentiality to Employer or its Affiliates, or information required by law or court order to be disclosed by Executive.

(b)   Executive
shall not, without Employer's prior written approval, use, disclose, or reveal to any person or entity any of Employer's Confidential Information, except as
required in the ordinary course of performing duties hereunder. Executive shall not use or attempt to use any Confidential Information in any manner which has the possibility of injuring or causing
loss, whether directly or indirectly, to Employer or any of its Affiliates.

8.Acknowledgments.Executive acknowledges that the covenants contained in Sections 5, 6, and 7, including those
related to duration, geographic scope, and the scope of prohibited conduct, are reasonable and necessary to protect the legitimate interests of Employer. Executive acknowledges that he is among
Employer's executive personnel, management personnel, or officers and employees who constitute professional staff to executive and management personnel (as defined by C.R.S.
8-2-113(2)(d) because Executive's responsibilities are supervisory and managerial and include, without limitation, hiring and firing employees, supervising employees,
negotiating contracts on behalf of Employer and signing contracts on behalf of Employer). He further acknowledges that the covenants contained in Sections 5, 6, and 7 are designed, intended, and
necessary to protect, and are reasonably related to the protection of, Employer's trade secrets, to which he will be exposed and with which he will be entrusted. Specifically, without limitation,
Executive is entrusted with trade secrets regarding: the strategic planning initiatives; business development plans; budgets; financial information; sales training; management training; sales
agreements and compensation; merchandising programs; future store plans; future marketing plans; sales and profit information; pricing strategies and discounts; operational strategy and procedures;
install training program; install marketing; install compensation; builder marketing and business plan; builder packaging; design center development; management information system; and install
standards and practices. Executive understands that any breach of Sections 5 or 7 will also constitute a misappropriation of Employer's proprietary rights, and may

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constitute
a theft of Employer's trade secrets under applicable local, state, and federal statutes, and will result in a claim for injunctive relief, damages, and/or criminal sanctions and penalties
against Executive by Employer, and possibly others.

9.Forfeiture of Severance Payments.If Executive breaches Sections 5, 6, or 7 of this Agreement during the term
that severance payments are made pursuant to Sections 4(c), 4(e), 4(f), or 4(h) of this Agreement, Executive shall pay back to Employer all severance payments received to date. Nothing contained in
this Section 9 shall be construed as prohibiting Employer from pursuing any other remedies available to it in the event of the breach of Sections 5, 6, or 7, including the equitable remedies
set forth in Section 12.

10.Forfeiture of Profits Related to Option Exercises.If Executive breaches Section 5, 6, or 7 of this
Agreement, Employer shall have the right to repurchase any or all shares of common stock of Employer purchased by the Executive upon the exercise of options within the twelve (12)-month period
immediately preceding the breach at the exercise price of the option, or if the Executive no longer holds such shares of common stock purchased on exercise of options, the Executive shall pay to
Employer an amount equal to the gross profits that Employer received on the sale of such shares calculated as the aggregate sale price of such shares of common stock less the exercise price. Nothing
contained in this Section 10 shall be construed as prohibiting Employer from pursuing any other remedies available to it in the event of the breach of Sections 5, 6, or 7, including the
equitable remedies set forth in Section 12.

11.Non-exclusivity of Rights.Amounts that are vested benefits or that Executive is otherwise
entitled to receive under any plan, policy or program of, or contract or agreement with
Employer at or subsequent to termination of employment (however such termination occurs, including, without limitation, termination pursuant to Section 4(a), 4(b), 4(c), 4(e), 4(f), 4(g), or
4(h)) shall be payable in accordance with such plan, policy or program of, or any contract or agreement except as explicitly modified by this Agreement.

12.Equitable Remedies.The services to be rendered by Executive and the Confidential Information entrusted to
Executive as a result of his employment by Employer are of a unique and special character, and any breach of Sections 5, 6, or 7 will cause Employer immediate and irreparable injury and damage, for
which monetary relief would be inadequate or difficult to quantify. Employer will be entitled to, in addition to all other remedies available to it, injunctive relief and specific performance to
prevent a breach and to secure the enforcement of Sections 5, 6, or 7. Executive acknowledges that injunctive relief may be granted immediately upon the commencement of any such action without notice
to Executive and in addition may recover monetary damages. In the event a court requires posting of a bond, the parties agree to a maximum $5,000 bond. Executive further acknowledges that his duties
under this Agreement shall survive termination of his employment, whether the termination is voluntary or involuntary, rightful or wrongful, and shall continue until Employer consents in writing to
the release of Executive's obligations under this Agreement. The parties further agree that the provisions of Sections 5, 6, and 7 are separate from and independent of the remainder of this Agreement
and that these provisions are specifically enforceable by Employer notwithstanding any claim made by Executive against Employer.

13.Attorney's Fees.In the event Executive breaches, or threatens to breach, any provision of this Agreement,
Executive acknowledges that he shall be solely and fully responsible for all fees and costs, including without limitation, all attorney's fees and costs, incurred by Employer in enforcing this
Agreement if Employer is the prevailing party in any litigation or if there is any settlement between the parties relating to this Agreement.

14.Entire Agreement; Amendments.This Agreement (including all exhibits) and the Ultimate
Electronics, Inc. Indemnification Agreement dated June 9, 2004, constitute the entire understanding between the parties with respect to the subject matter herein and therein, and they
supersede any prior

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or
contemporaneous understandings or agreements. This Agreement may be amended, supplemented, or terminated only by a written instrument duly executed by each of the parties.

15.Headings.The headings in this Agreement are for convenience of reference only and shall not affect its
interpretation. References to Sections are to Sections hereof.

16.Gender; Number.Words of gender may be read as masculine, feminine, or neuter, as required by context. Words
of number may be read as singular or plural, as required by context.

17.Severability.The covenants in this Agreement shall be construed as independent of one another, and as
obligations distinct from one another and any other contract between Executive and Employer. If any provision of this Agreement is held illegal, invalid, or unenforceable, such illegality, invalidity,
or unenforceability shall not affect any other provisions hereof. It is the intention of the parties that in the event any provision is held illegal, invalid, or unenforceable, that such provision be
limited so as to effect the intent of the parties to the fullest extent permitted by applicable law. Any claim by Executive against Employer shall not constitute a defense to enforcement by Employer
of this Agreement.

18.Survival.The provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 17, 18, 19, 20, 21, 22, and 23
shall survive the termination of this Agreement.

19.Notices.All notices, demands, waivers, consents, approvals, or other communications required hereunder
shall be in writing and shall be deemed to have been given if delivered personally, if sent by facsimile with confirmation of receipt, if sent by certified or registered mail, postage prepaid, return
receipt requested, or if sent by same day or overnight courier service to the following addresses:

If
to Employer, to:



With
a copy to:



If
to Executive, to:



Notice
of any change in any such address shall also be given in the manner set forth above. Whenever the giving of notice is required, the giving of such notice may be waived by the party entitled to
receive such notice.

20.Waiver.The failure of any party to insist upon strict performance of any of the terms or conditions of this
Agreement shall not constitute a waiver of any of such party's rights hereunder.

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21.Assignment.Other than as provided below, neither party may assign any rights or delegate any of obligations
hereunder without the prior written consent of the other party, and such purported assignment or delegation shall be void; provided that Employer may assign the Agreement to any entity that purchases
the stock or assets of, or merges with, Employer or any Affiliate. This Agreement binds, inures to the benefit of, and is enforceable by the successors and permitted assigns of the parties and does
not confer any rights on any other persons or entities.

22.Governing Law.This Agreement shall be construed and enforced in accordance with Colorado law except for any
Colorado conflict-of-law principle that might require the application of the laws of another jurisdiction.

23.Submission to Jurisdiction: Service: Waivers.With respect to any claim arising out of this Agreement, each
party hereto (a) irrevocably submits, for itself and its property, to the jurisdiction of the state court located in the City and County of Denver, Colorado, the federal court located in
Denver, Colorado, and appellate courts therefrom, (b) agrees that the venue for any suit, action or proceeding arising out of or relating to this Agreement shall be exclusive to and limited to
such courts, and (c) irrevocably waives any objection it may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in
any such court, irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and further irrevocably waives the right to
object, with respect to such claim, suit, action or proceeding brought in any such court that such court does not have jurisdiction over it. Each party irrevocably consents to the service of process
in any suit, action or proceeding in any of the aforesaid
courts by the mailing of copies of process to the other party or parties hereto, by certified or registered mail at the address specified in Section 19.

[SIGNATURE
PAGE FOLLOWS]

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IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

| |  | EMPLOYER:                                                          
| |  | -------------------------------------------------------------------
| |  | ULTIMATE ELECTRONICS, INC.                                         
| |  | By:                                                                
| |  | Name: David J. Workman
Title: President and Chief Executive Officer
| |  | EXECUTIVE:                                                         
| |  | By:                                                                
| |  | Name: David A. Carter                                              

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SCHEDULE A

Temporary Housing:Executive is eligible to receive reimbursements for housing expenses up to $1,200/month for a total of
twelve (12) months for temporary housing, in lieu of receiving relocation expenses. Executive must submit all temporary housing reimbursement requests to Employer's Human Resources department.

Expenses:Executive is entitled to a maximum of $25/each working business day in Denver for food and beverage reimbursement.
Executive shall submit all food and beverage reimbursement requests to Employer's Accounts Payable department on a monthly basis.

Travel:Executive is entitled to one economy, round trip ticket between Denver and the San Francisco Bay Area each week for a
total of twelve months. Executive agrees to use his best efforts to book such tickets at the lowest available fare. The ticket may be used, in Executive's discretion, by either Executive or his
spouse.

Vacation and Holidays:Executive is eligible for six (6) paid holidays and three (3) weeks of vacation each
year, subject to the rules set forth in Employer's Vacation Policy.

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