EXHIBIT 10.17

CONSULTING AGREEMENT

This CONSULTING AGREEMENT ("Agreement") is made effective February 1, 2004, by and between ULTIMATE ELECTRONICS, INC., a Delaware corporation with
its principal place of business at 321 West 84th Avenue, Suite A. Thornton, Colorado ("Ultimate"), and BEALE INTERNATIONAL, INC., a Colorado corporation with its principal place of at 1571 Race
Street, Suite 200, Denver, Colorado ("Consultant").

WHEREAS,
Ultimate desires to retain the services of Consultant, and Consultant desires to perform certain consulting and related services for Ultimate;

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

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Ultimate:

Consultant:Ultimate Electronics, Inc.
321 W. 84th Avenue, Suite A
Thornton, Colorado 80260
Attn: President and Chief Executive Officer
Telephone: 303-801-4002
Facsimile: 303-412-2502

Beale International
1571 Race Street, Suite 200
Denver, CO 80206-1307
Attn: Robert W. Beale
Telephone: 303-377-1003
Facsimile: 303-377-9766


[SIGNATURE
PAGE FOLLOWS]

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IN
WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the date first set forth above.

|ULTIMATE ELECTRONICS, INC.                                      |                                       | 
|--------------------------------------------------------------- | ------------------------------------- | 
|By:                                                             | /s/DAVID J. WORKMAN                   | 
|Name:                                                           | David J. Workman                      | 
|Title:                                                          | President and Chief Executive Officer | 
|Subscribed and sworn to before me this 23rd day of March, 2004.
|                                                                |                                       | 
|                                                                |                                       | 
|                                                                |                                       | 
|BEALE INTERNATIONAL                                             |                                       | 
|By:                                                             | /s/ROBERT W. BEALE                    | 
|Name:                                                           | Robert W. Beale                       | 
|Title:                                                          | President                             | 
|Subscribed and sworn to before me this 23rd day of March, 2004.
|                                                                |                                       | 
|                                                                |                                       | 
|                                                                |                                       | 

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EXHIBIT A  DESCRIPTION OF SERVICES

Consultant will recruit candidates for certain key management positions for Ultimate, as designated by Ultimate. The approach Consultant will follow to recruit
for each of these positions is as follows:











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