FORM OF  ULTIMATE ELECTRONICS, INC.  INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is effective as of this            day
of                        ,            , by and between Ultimate
Electronics, Inc., a Delaware corporation (the "Company"), and                        ("Indemnitee").

WHEREAS,
the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, agents and fiduciaries, the significant
increases in the cost of such insurance and the general reductions in the coverage of such insurance;

WHEREAS,
the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents and fiduciaries to
expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited;

WHEREAS,
Indemnitee does not regard the current protection available as adequate under the present circumstances, and the Indemnitee and other directors, officers, employees, agents and
fiduciaries of the Company may not be willing to continue to serve in such capacities without additional protection;

WHEREAS,
the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and, in part, in order to induce Indemnitee to
continue to provide services to the Company, and the Company wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law; and

WHEREAS,
in view of the considerations set forth above, the Company desires that Indemnitee shall be indemnified by the Company as set forth herein.

NOW,
THEREFORE, the Company and Indemnitee hereby agree as follows:

1.Indemnification.



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2.Expenses; Indemnification Procedure.



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3.Additional Indemnification Rights; Nonexclusivity.



4.No Duplication of Payments.The Company shall not be liable under this Agreement to make any payment in connection with
any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts
otherwise indemnifiable hereunder.

5.Partial Indemnification.If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of the expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion
of such Expenses to which Indemnitee is entitled.

6.Mutual Acknowledgement.Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable
public policy may prohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the
Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a
determination of the Company's right under public policy to indemnify Indemnitee.

7.Liability Insurance.To the extent the Company maintains liability insurance applicable to directors, officers, employees,
agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the
Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, agents or
fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.

8.Exceptions.Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the
terms of this Agreement:



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9.Period of Limitations.No legal action shall be brought and no cause of action shall be asserted by or in the right of the
Company against Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such
cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year
period;provided, however,that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall
govern.

10.Construction of Certain Phrases.



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11.Counterparts.This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

12.Binding Effect; Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of
the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement
shall continue in effect regardless of whether Indemnitee continues to serve as a director of the Company or of any other enterprise at the Company's request.

13.Attorneys' Fees.In the event that any action is instituted by Indemnitee under this Agreement or under any liability
insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee with respect to
such action, regardless of whether Indemnitee is ultimately successful in such action, and shall be entitled to the advancement of Expenses with respect to such action, unless as a part to such action
a court of competent jurisdiction over such action determined that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the
event of an action instituted by or in the name of the Company under this Agreement

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to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee in defense of such action (including costs and expenses
incurred with respect to Indemnitee's counterclaims and cross-claims made in such action), and shall be entitled to the advancement of Expenses with respect to such action, unless as a part of such
action a court having jurisdiction over such action determines that each of Indemnitee's material defenses to such action were made in bad faith or were frivolous.

14.Notice.All notices, requests, demands and other communications under this Agreement shall be in writing and shall be
deemed duly given (i) if delivered by hand and signed for by the party addressed, on the date of such delivery, or (ii) if mailed by domestic certified or registered mail with postage
prepaid, on the third business day after the date postmarked. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.

15.Consent to Jurisdiction.The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of
the State of Colorado for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.

16.Severability.The provisions of this Agreement shall be severable in the event that any of the provisions hereof
(including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions
shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this
Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

17.Choice of Law.This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws
of the State of Colorado, as applied to contracts between Colorado residents, entered into and to be performed entirely within the State of Colorado, without regard to the conflict of laws principles
thereof.

18.Subrogation.In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to
bring suit to enforce such rights.

19.Amendment and Termination.No amendment, modification, termination or cancellation of this Agreement shall be effective
unless it is in writing signed by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

20.Integration and Entire Agreement.This Agreement sets forth the entire understanding between the parties hereto and
supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.

21.No Construction as Employment Agreement.Nothing contained in this Agreement shall be construed as giving Indemnitee any
right to be retained in the employ of the Company or any of its subsidiaries.

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

|                       |  | ULTIMATE ELECTRONICS, INC.
|---------------------- |  | --------------------------
|                       |  | By:                       
|                       |  | Title:                    
|AGREED TO AND ACCEPTED |  |                           
|INDEMNITEE:            |  |                           
|(signature)            |  |                           
|(name of Indemnitee)   |  |                           
|(address)              |  |                           

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