FORM OF  CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is entered into this            day
of                        , 200    , by and between Ultimate Electronics, Inc., a Delaware
corporation ("Ultimate"), and                        ("Employee").

RECITALS

WHEREAS, Ultimate and its affiliates (collectively referred to herein as the "Company") are engaged in the business of operating specialty retail stores selling
consumer electronics and home entertainment systems.

WHEREAS,
The Company (directly or through an affiliate) has employed the Employee to perform services for it and the Employee has accepted said employment.

WHEREAS,
The Company owns certain trade secrets and has conceived, created, developed and acquired confidential information in connection with its business, which trade secrets and
confidential information are valuable assets of the Company. As a consequence of his or her employment, confidential information and trade secrets of the Company have been or will be disclosed to the
Employee or are or will be known by the Employee.

WHEREAS,
Employee acknowledges the Company's right and need to prevent the disclosure of its trade secrets and confidential information.

WHEREAS,
Employee acknowledges that in connection with the duties assigned to him or her, Employee will influence and contribute to the success of the Company's Business.

NOW
THEREFORE BE IT RESOLVED THAT, In consideration of the premises and covenants herein contained and for good and valuable consideration, including but not limited to initial or
continued employment and a lump-sum payment of fifty dollars ($50), the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1.Confidential Information.For purposes of this Agreement, "Confidential Information" means (i) any and
all knowledge, data, or information disclosed to the Employee or known by the Employee as a consequence of his or her employment by the Company (including any and all knowledge, data, or information
conceived, created, discovered, developed or reduced to practice by him or her), not generally known in the industry in which the Company is or may be engaged, that relates to the Company, its
business, its development of intellectual property, and its operations, and (ii) any and all confidential or proprietary information from third parties received subject to a duty on the
Company's part to maintain and, in some cases, to use it only for certain limited purposes.

By
way of illustration but not limitation, "Confidential Information" includes business concepts, operating techniques, marketing methods, financial information, demographic and trade
area information, prospective site locations, customer profiles or preferences, trade secrets, trade dress, processes, software programs, know-how, improvements, discoveries, developments,
designs, techniques, procedures, methods, machinery, devices, drawings, specifications, research, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets,
projections, licenses, prices, costs, and customer and supplier lists. Confidential Information shall not include: (x) information known to the Employee prior to his or her employment by the
Company and not obtained or derived directly from the Company; (y) information that is or becomes available to the general public other than through acts or omissions attributable to the
Employee; or (z) information obtained from a third party who is lawfully in possession of the same and who is not subject to a confidentiality or nonuse obligation owed to the Company or others
with respect to that information.

For
purposes of this Agreement, specific information disclosed shall not be deemed to be within the foregoing exceptions merely because it is embraced by general information in the
public domain.

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2.Nondisclosure of Confidential Information.



3.Property of the Company.All books, documents, lists and records pertaining to the Company's business and
pertaining to the Intellectual Property (collectively, the "Records"), whether the Records are written, typed, printed, contained on microfilm,
contained on computer disc, contained in tape or are set forth in some other medium of expression, are the sole and exclusive property of the Company. Upon the termination of Employee's employment
with the Company, Employee promptly shall return to the Company all Records and copies thereof that are in Employee's possession or that Employee has removed from the Company's premises.

4.No Conflict with Prior Employment.The Employee represents and warrants that this Agreement does not
conflict, and the Employee's performance hereunder will not conflict, with any obligations he or she presently has with any person, entity, business organization, or former employer. The Employee will
notify the Company in writing before performing or causing to be performed any work for or on behalf of the Company which appears to be in conflict (a) with rights claimed by the Employee in
any ideas conceived by him or her prior to his or her employment with the Company, (b) with the rights of others arising out of obligations of the Employee incurred prior to entering into this
Agreement or (c) with the Employee's obligations to the Company under this Agreement. If the Employee fails to give notice of
such conflict, the Company may conclude that no such conflict exists and the Employee agrees to make no claim against the Company with respect to the use of any such idea by the Company.

5.Covenant Not to Compete.



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6.Employment.Nothing in this Agreement shall confer any right with respect to the continuation of the
Employee's employment with the Company, nor shall this Agreement alter in any way either the Employee's or the Company's right to terminate the employment relationship at any time, with or without
cause.

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7.Survival.The provisions of this Agreement shall survive (a) the termination of the Employee's
employment with the Company and (b) the assignment of this Agreement by the Company to any successor in interest or other assignee.

8.Amendments and Waivers.This Agreement embodies the entire Agreement of the parties respecting the matters
within its scope and supersedes all previous agreements, if any, oral or written. The provisions of this Agreement may be amended, terminated, superseded, or waived only by an agreement in writing
signed by the Company and the Employee. A waiver of a breach of any provision of this Agreement by a party shall not operate or be construed as a waiver by that party of any subsequent breach.

9.Severability of Provisions.If any of the terms or provisions of this Agreement are determined to be invalid,
such invalid term or provision shall not affect or impair the remainder of the Agreement, but such remainder shall continue in full force and effect to the same extent as though the invalid term or
provision were not contained in the Agreement. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject matter, such provision(s) shall be construed by limiting and reducing such provision(s) in order to render such provision(s) enforceable to the extent
compatible with the applicable law as it shall then appear.

10.Attorneys' Fees.In the event either party finds it necessary to employ legal counsel or to bring an action
at law or other proceeding against the other party to enforce any of the terms, covenants, or conditions of this Agreement, the party prevailing in any such action or other proceeding shall be paid
all reasonable attorneys' fees by the other party, and in the event any judgment is secured by such prevailing party, all such attorneys' fees, as determined by the court and not by jury, shall be
included in any such judgment.

11.Successors and Assigns.The Employee's obligations under this Agreement with regard to confidentiality, as
set forth in Section 2, shall be binding upon the Employee's heirs, executors, administrators, and legal representatives, and the rights of the Company under this Agreement shall inure to the
benefit of its successors and assigns.

12.Descriptive Headings.Descriptive headings of the several Sections of this Agreement are inserted for
convenience of reference only and do not constitute part of the Agreement.

13.Effective Date.The provisions of this Agreement shall be applicable commencing with the earlier of
(a) date of the Employee's employment with the Company or (b) the date of the Employee's execution of this Agreement.

14.Governing Law.This Agreement shall be construed under and governed by the laws of the State of Colorado.
Jurisdiction and venue shall be in the federal or state courts of Colorado.

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IN WITNESS WHEREOF,the parties have executed this Confidentiality Agreement as of the date first set forth above.

|EMPLOYEE:  |  | COMPANY:                                          
|---------- |  | --------------------------------------------------
|           |  | ULTIMATE ELECTRONICS, INC.,
a Delaware corporation
|           |  | By:                                               
|           |  |                                                   
|Address:   |  |                                                   
|Telephone: |  |                                                   

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