0001047469-05-000879 Sample Contracts

AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • January 13th, 2005 • Ultimate Electronics Inc • Retail-radio, tv & consumer electronics stores

The Rights Agreement, dated as of January 31, 1994, by and between Ultimate Electronics, Inc., a Delaware corporation (the "Company"), and Norwest Bank Minnesota, National Association, as rights agent (the "Rights Agent"), as amended by Amendment No. 1 to Rights Agreement, dated January 31, 1995, and by Amendment No. 2 to Rights Agreement dated September 7, 2004 (the "Rights Agreement"), is hereby amended as of January 11, 2005. Capitalized terms used without definition herein are as defined in the Rights Agreement.

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