0000912057-02-011668 Sample Contracts

FORM OF ULTIMATE ELECTRONICS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 26th, 2002 • Ultimate Electronics Inc • Retail-radio, tv & consumer electronics stores • Colorado

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

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FORM OF CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • March 26th, 2002 • Ultimate Electronics Inc • Retail-radio, tv & consumer electronics stores • Colorado

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

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 26th, 2002 • Ultimate Electronics Inc • Retail-radio, tv & consumer electronics stores

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the "Amendment") is made and entered into on this 7th day of March, 2002, to be effective as of December 31, 2001 (the "Effective Date"), by and among ULTIMATE ELECTRONICS, INC., a Delaware corporation ("Ultimate"), ULTIMATE INTANGIBLES CORP., a Colorado corporation ("Intangibles"), ULTIMATE LEASING CORP., a Colorado corporation ("Leasing"), FAST TRAK, INC., a Minnesota corporation ("Fast Trak"), ULTIMATE ELECTRONICS PARTNERS CORP., a Colorado corporation ("Electronics"), ULTIMATE ELECTRONICS LEASING LP, a Texas limited partnership ("UEL"), and ULTIMATE ELECTRONICS TEXAS LP, a Texas limited partnership ("UET") (Ultimate, Intangibles, Leasing, Fast Trak, Electronics, UEL and UET being hereinafter referred individually referred to as "Borrower" and collectively referred to as the "Borrowers"), WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company ("WFRF"), as the arranger and administrative

FORM OF INCENTIVE STOCK OPTION AGREEMENT FOR KEY EMPLOYEES
Incentive Stock Option Agreement • March 26th, 2002 • Ultimate Electronics Inc • Retail-radio, tv & consumer electronics stores • Colorado

THIS AGREEMENT is made and entered into this day of , , by and between ULTIMATE ELECTRONICS, INC. (the "Company") and (the "Optionee") (together, the "Parties").

FORM OF NON-STATUTORY STOCK OPTION AGREEMENT FOR KEY EMPLOYEES
Non-Statutory Stock Option Agreement • March 26th, 2002 • Ultimate Electronics Inc • Retail-radio, tv & consumer electronics stores • Colorado

THIS AGREEMENT is made and entered into this day of , , by and between ULTIMATE ELECTRONICS, INC. (the "Company") and (the "Optionee") (together, the "Parties").

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