EXHIBIT 10.27


                             REGISTRATION AGREEMENT


         THIS AGREEMENT is made as of August 3, 1999, among VideoLabs, Inc., a
Delaware corporation (the "Company") and Robin Sheeley, a resident of Minnesota
(the "Investor").

         The Investor is a party to an Agreement and Plan of Merger dated as of
May 17, 1999 ("Merger Agreement") pursuant to which Accoustic Communications
Systems, Inc., a corporation wholly-owned by Investor, was merged into a
wholly-owned subsidiary of the Company (the "Merger"). In connection with the
Merger, the Investor received 1,209,678 shares of Common Stock from the Company
and the Company has agreed to provide the registration rights set forth in this
Agreement. Unless otherwise provided in this Agreement, capitalized terms used
herein shall have the meanings set forth in paragraph 8 hereof or in the Merger
Agreement.

         The parties hereto agree as follows:

         1.       PIGGYBACK REGISTRATIONS.

                  a. Right to Piggyback. Whenever the Company proposes to
         register any of its securities under the Securities Act and the
         registration form to be used may be used for the registration of
         Investor Registrable Securities (as hereinafter defined) (a "Piggyback
         Registration"), the Company shall give prompt written notice to the
         Investor of its intention to effect such a registration and shall
         include in such registration all Investor Registrable Securities with
         respect to which the Company has received a written request for
         inclusion therein within 20 days after the receipt of the Company's
         notice (subject to paragraphs 2(c) and (d) below).

                  b. Piggyback Expenses. The Registration Expenses shall be paid
         in all Piggyback Registrations as provided in Paragraph 4 below.

                  c. Priority on Primary Registrations. If a Piggyback
         Registration is an underwritten primary registration on behalf of the
         Company, and the managing underwriter(s) advise the Company in writing
         that in their opinion the number of securities requested to be included
         in such registration exceeds the number which can be sold in such
         offering without adversely affecting the marketability of the offering,
         the Company shall include in such registration (i) first, the
         securities the Company proposes to sell, (ii) second, the Investor
         Registrable Securities requested to be included in such registration
         and (iii) third, other securities requested to be included in such
         registration.



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                  d. Priority on Secondary Registrations. If a Piggyback
         Registration is an underwritten secondary registration on behalf of
         holders of the Company's securities, and the managing underwriters
         advise the Company in writing that in their opinion the number of
         securities requested to be included in such registration exceeds the
         number which can be sold in such offering without adversely affecting
         the marketability of the offering, the Company shall include in such
         registration (i) first, the securities requested to be included therein
         by the holders requesting such registration, (ii) second, the Investor
         Registrable Securities requested to be included in such registration,
         and (iii) third, other securities requested to be included in such
         registration.

                  e. Selection of Underwriters. If any Piggyback Registration is
         an underwritten offering, the selection of investment banker(s) and
         manager(s) for the offering shall be made solely by the Company.

                  f. Other Registrations. If the Company has previously filed a
         registration statement with respect to Investor Registrable Securities
         pursuant to the paragraph 1 and if such previous registration has not
         been withdrawn or abandoned, the Company shall not file or cause to be
         effected any other registration of any of its equity securities or
         securities convertible or exchangeable into or exercisable for its
         equity securities under the Securities Act (except on Form S-8 or any
         successor form), whether on its own behalf or at the request of any
         holder or holders of such securities, until a period of at least 180
         days has elapsed from the effective date of such previous registration.

         2.       HOLDBACK AGREEMENTS.

                  a. The Investor shall not effect any public sale or
         distribution (including sales pursuant to Rule 144) of equity
         securities of the Company, or any securities convertible into or
         exchangeable or exercisable for such securities, during the seven days
         prior to and the 180-day period beginning on the effective date of any
         underwritten Piggyback Registration in which Investor Registrable
         Securities are included (except as part of such underwritten
         registration), unless the underwriters managing the registered public
         offering otherwise agree.

                  b. The Company (i) shall not effect any public sale or
         distribution of its equity securities, or any securities convertible
         into or exchangeable or exercisable for such securities, during the
         holdback period mandated by the managing underwriters of the registered
         public offering, which period shall not exceed the 180-day period
         beginning on the effective date of any underwritten Piggyback
         Registration (except as part of such underwritten registration or
         pursuant to registrations on Form S-8 or any successor form), and (ii)
         shall cause each holder of more than 8% of its Common Stock, or any
         securities convertible into or exchangeable or exercisable for Common
         Stock, purchased from the Company at any time after the date of this
         Agreement (other than in a registered public offering) to agree not to
         effect any public sale or


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         distribution (including sales pursuant to Rule 144) of any such
         securities during such period (except as part of such underwritten
         registration, if otherwise permitted).

         3.       REGISTRATION PROCEDURES. Whenever the Investor has requested
that any Investor Registrable Securities be registered pursuant to this
Agreement, the Company shall use its best efforts to effect the registration and
the sale of such Investor Registrable Securities in accordance with the intended
method of disposition thereof, and pursuant thereto the Company shall as
expeditiously as possible:

                  a. prepare and file with the Securities and Exchange
         Commission a registration statement with respect to such Investor
         Registrable Securities and use its best efforts to cause such
         registration statement to become effective (provided that before filing
         a registration statement or prospectus or any amendments or supplements
         thereto, the Company shall furnish to the counsel selected by the
         Investor copies of all such documents proposed to be filed, which
         documents shall be subject to the review and reasonable comment of such
         counsel);

                  b. notify the Investor of the effectiveness of each
         registration statement filed hereunder and prepare and file with the
         Securities and Exchange Commission such amendments and supplements to
         such registration statement and the prospectus used in connection
         therewith as may be necessary to keep such registration statement
         effective for a period of not less than 180 days and comply with the
         provisions of the Securities Act with respect to the disposition of all
         securities covered by such registration statement during such period in
         accordance with the intended methods of disposition by the sellers
         thereof set forth in such registration statement;

                  c. furnish to the Investor such number of copies of such
         registration statement, each amendment and supplement thereto, the
         prospectus included in such registration statement (including each
         preliminary prospectus) and such other documents as the Investor may
         reasonably request in order to facilitate the disposition of the
         Investor Registrable Securities owned by the Investor;

                  d. use its best efforts to register or qualify such Investor
         Registrable Securities under such other securities or blue sky laws of
         such jurisdictions as the Investor reasonably requests and do any and
         all other acts and things which may be reasonably necessary or
         advisable to enable the Investor to consummate the disposition in such
         jurisdictions of the Investor Registrable Securities owned by the
         Investor (provided that the Company shall not be required to (i)
         qualify generally to do business in any jurisdiction where it would not
         otherwise be required to qualify but for this subparagraph, (ii)
         subject itself to taxation in any such jurisdiction or (iii) consent to
         general service of process in any such jurisdiction);

                  e. notify the Investor, at any time when a prospectus relating
         thereto is required to be delivered under the Securities Act, of the
         happening of any event as a result of which the prospectus included in
         such registration statement contains an


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         untrue statement of a material fact or omits any fact necessary to make
         the statements therein not misleading, and, at the request of the
         Investor, the Company shall prepare a supplement or amendment to such
         prospectus so that, as thereafter delivered to the purchasers of such
         Investor Registrable Securities, such prospectus shall not contain an
         untrue statement of a material fact or omit to state any fact necessary
         to make the statements therein not misleading;

                  f. cause all such Investor Registrable Securities to be listed
         on each securities exchange on which similar securities issued by the
         Company are then listed and, if not so listed, to be listed on the NASD
         automated quotation system;

                  g. provide a transfer agent and registrar for all such
         Investor Registrable Securities not later than the effective date of
         such registration statement;

                  h. enter into such customary agreements (including
         underwriting agreements in customary form) and take all such other
         actions as the Investor or the underwriters, if any, reasonably request
         in order to expedite or facilitate the disposition of such Investor
         Registrable Securities (including effecting a stock split or a
         combination of shares);

                  i. otherwise use its best efforts to comply with all
         applicable rules and regulations of the Securities and Exchange
         Commission, and make available to its security holders, as soon as
         reasonably practicable, an earnings statement covering the period of at
         least twelve months beginning with the first day of the Company's first
         full calendar quarter after the effective date of the registration
         statement, which earnings statement shall satisfy the provisions of
         Section 11(a) of the Securities Act and Rule 158 thereunder;

                  j. in the event of the issuance of any stop order suspending
         the effectiveness of a registration statement, or of any order
         suspending or preventing the use of any related prospectus or
         suspending the qualification of any common stock included in such
         registration statement for sale in any jurisdiction, the Company shall
         use its best efforts promptly to obtain the withdrawal of such order;

                  k. use its best efforts to cause such Investor Registrable
         Securities covered by such registration statement to be registered with
         or approved by such other governmental agencies or authorities as may
         be necessary to enable the Investor to consummate the disposition of
         such Investor Registrable Securities; and

                  l. in the case of a primary offering, obtain a cold comfort
         letter from the Company's independent public accountants in customary
         form and covering such matters of the type customarily covered by cold
         comfort letters as the Investor reasonably requests.


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         4.       REGISTRATION EXPENSES.

                  a. All expenses incident to the Company's performance of or
         compliance with this Agreement, including without limitation all
         registration and filing fees, fees and expenses of compliance with
         securities or blue sky laws, printing expenses, messenger and delivery
         expenses, fees and disbursements of custodians, and fees and
         disbursements of counsel for the Company and all independent certified
         public accountants, underwriters (excluding discounts and commissions)
         and other Persons retained by the Company (all such expenses being
         herein called "Registration Expenses") shall be borne as provided in
         this Agreement, except that the Company shall, in any event, pay its
         internal expenses (including, without limitation, all salaries and
         expenses of its officers and employees performing legal or accounting
         duties), the expense of any annual audit or quarterly review, the
         expense of any liability insurance and the expenses and fees for
         listing the securities to be registered on each securities exchange on
         which similar securities issued by the Company are then listed or on
         the NASD automated quotation system.

                  b. In connection with each Piggyback Registration, the
         Investor shall be responsible for the fees and disbursements of legal
         counsel chosen by the Investor.

                  c. To the extent Registration Expenses are required to be paid
         by the Company pursuant to paragraph 5(a), each holder of securities
         included in any registration hereunder shall pay those Registration
         Expenses allocable to the registration of such holder's securities so
         included, and any Registration Expenses not so allocable shall be borne
         by all sellers of securities included in such registration in
         proportion to the aggregate selling price of the securities to be so
         registered.

         5.       INDEMNIFICATION.

                  a. The Company agrees to indemnify, to the extent permitted by
         law, the Investor, its officers and directors and each Person who
         controls the Investor ( within the meaning of the Securities Act)
         against all losses, claims, damages, liabilities and expenses caused by
         any untrue or alleged untrue statement of material fact contained in
         any registrable statement, prospectus or preliminary prospectus or any
         amendment thereof or supplement thereto or any omission or alleged
         omission of a material fact required to be stated therein or necessary
         to make the statements therein not misleading, except insofar as the
         same are caused by or contained in any information furnished in writing
         to the Company by the Investor expressly for use therein or by the
         Investor's failure to deliver a copy of the registration statement or
         prospectus or any amendments or supplements thereto after the Company
         has furnished the Investor with a sufficient number of copies of the
         same. In connection with an underwritten offering, the Company shall
         indemnity such underwriters, their officers and directors and each
         Person who controls such underwriters (within the meaning of the
         Securities Act) to the same extent as provided above with respect to
         the indemnification of the Investor.


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                  b. In connection with any registration statement in which the
         Investor is participating, the Investor shall furnish to the Company in
         writing such information and affidavits as the Company reasonably
         requests for use in connection with any such registration statement or
         prospectus and, to the extent permitted by law, shall indemnify the
         Company, its directors and officers and each Person who controls the
         Company (within the meaning of the Securities Act) against any losses,
         claims, damages, liabilities and expenses resulting from any untrue or
         alleged untrue statement of material fact contained in the registration
         statement, prospectus or preliminary prospectus or any amendment
         thereof or supplement thereto or any omission or alleged omission of a
         material fact, required to be stated therein or necessary to make the
         statements therein not misleading, but only to the extent that such
         untrue statement or omission is contained in any information or
         affidavit so furnished in writing by the Investor; provided that the
         obligation to indemnify shall be limited to the net amount of proceeds
         received by the Investor from the sale of Investor Registrable
         Securities pursuant of such registration statement.

                  c. Any Person entitled to indemnification hereunder shall (i)
         give prompt written notice to the indemnifying party of any claim with
         respect to which it seeks indemnification (provided that the failure to
         give prompt notice shall not impair any Person's right to
         indemnification hereunder to the extent such failure has not prejudiced
         the indemnifying party) and (ii) unless in such indemnified party's
         reasonable judgment a conflict of interest between such indemnified and
         indemnifying parties may exist with respect to such claim, permit such
         indemnifying party to assume the defense of such claim with counsel
         reasonably satisfactory to the indemnified party. If such defense is
         assumed, the indemnifying party shall not be subject to any liability
         for any settlement made by the indemnified party without its consent
         (but such consent shall not be unreasonably withheld). An indemnifying
         party who is not entitled to, or elects not to, assume the defense of a
         claim shall not be obligated to pay the fees and expenses of more than
         one counsel for all parties indemnified by such indemnifying party with
         respect to such claim, unless in the reasonable judgment of any
         indemnified party a conflict of interest may exist between such
         indemnified party and any other of such indemnified parties with
         respect to such claim.

                  d. The indemnification provided for under this Agreement shall
         remain in full force and effect regardless of any investigation made by
         or on behalf of the indemnified party or any officer, director or
         controlling Person of such indemnified party and shall survive the
         transfer of securities. The Company also agrees to make such
         provisions, as are reasonably requested by any indemnified party, for
         contribution to such party in the event the Company's indemnification
         is unavailable for any reason.

         6.       DEFINITIONS.

                  "Common Stock" means the Company's common stock, $.01 par
         value.


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                  "Investor Registrable Securities" means (i) the 1,209,678
         shares of Common Stock issued to the Investor pursuant to the Merger
         Agreement, or (ii) any equity securities issued or issuable with
         respect to the securities referred to in clause (i) by way of a stock
         dividend or stock split or in connection with a combination of shares,
         recapitalization, merger, consolidation or other reorganization. As to
         any particular Investor Registrable Securities, such securities shall
         cease to be Investor Registrable Securities when they have been
         distributed to the public pursuant to an offering registered under the
         Securities Act or sold to the public through a broker, dealer or market
         maker in compliance with Rule 144 under the Securities Act (or any
         similar rule then in force) or otherwise sold, transferred or disposed
         of by the Investor.

                  "Person" means an individual, a partnership, a corporation, a
         limited liability company, an association, a joint stock company, a
         trust, a joint venture, an unincorporated organization and a government
         entity or any department, agency or political subdivision thereof.

                  "Securities Act" means the Securities Act of 1933, as amended
         from time to time.

                  "Securities Exchange Act" means the Securities Exchange Act of
         1934, as amended from time to time.

         7.       MISCELLANEOUS.

                  a. No Inconsistent Agreements. The Company shall not hereafter
         enter into any agreement with respect to its securities which is
         inconsistent with or violates the rights granted to the Investor in
         this Agreement.

                  b. Remedies. Any Person having rights under any provision of
         this Agreement shall be entitled to enforce such rights specifically to
         recover damages caused by reason of any breach of any provision of this
         Agreement and to exercise all other rights granted by law. The parties
         hereto agree and acknowledge that money damages may not be an adequate
         remedy for any breach of the provisions of this Agreement and that any
         party may in its sole discretion apply to any court of law or equity of
         competent jurisdiction (without posting any bond or other security) for
         specific performance and for other injunctive relief in order to
         enforce or prevent violation of the provisions of this Agreement.

                  c. Amendments and Waivers. Except as otherwise provided
         herein, the provisions of this Agreement may be amended or waived only
         upon the prior written consent of the Company and the Investor.

                  d. Successors and Assigns. All covenants and agreements in
         this Agreement by or on behalf of any of the parties hereto shall bind
         and inure to the benefit of the respective permitted successors and
         assigns of the parties hereto. The


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         provisions of this Agreement which are for the benefit of the Investor
         are not transferable and may not be assigned or otherwise transferred
         to any person or purchaser of Investor Registrable Securities or
         Warrant.

                  e. Severability. Whenever possible, each provision of this
         Agreement shall be interpreted in such manner as to be effective and
         valid under applicable law, but if any provision of this Agreement is
         held to be prohibited by or invalid under applicable law, such
         provision shall be ineffective only to the extent of such prohibition
         or invalidity, without invalidating the remainder of this Agreement.

                  f. Counterparts. This Agreement may be executed simultaneously
         in two or more counterparts, any one of which need not contain the
         signatures of more than one party, but all such counterparts taken
         together shall constitute one and the same Agreement.

                  g. Descriptive Headings. The descriptive headings of this
         Agreement are inserted for convenience only and do not constitute a
         part of this Agreement.

                  h. Governing Law. This Agreement shall be governed by, and
         construed in accordance with, the laws of the State of Minnesota.

                  i. Notices. All notices, demands or other communications to be
         given or delivered under or by reason of the provisions of this
         Agreement shall be in writing and shall be deemed to have been given
         when delivered personally to the recipient, sent to the recipient by
         reputable overnight courier service (charges prepaid) or mailed to the
         recipient by certified or registered mail, return receipt requested and
         postage prepaid. Such notices, demands and other communications shall
         be sent to the addressed indicated below:

                     To the Investor:    Robin Sheeley
                                         Acoustic Communication Systems, Inc.
                                         13705 26th Avenue North, Suite 110
                                         Plymouth, MN 55441

                     To the Company:     VideoLabs, Inc.
                                         3960 Golden Hill Drive
                                         Golden Valley, MN 55466
                                         Attn: Chairman

                     with copies to:     Hinshaw & Culbertson
                                         3100 Piper Jaffray Tower
                                         222 South Ninth Street
                                         Minneapolis, Minnesota 55402
                                         Attn: Shane R. Kelley


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or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

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

                                        VIDEOLABS, INC.


                                        By /s/ James Hansen
                                          ------------------------------------
                                           Its CEO
                                              --------------------------------




                                        /s/ Robin Sheeley
                                        ---------------------------------------
                                        ROBIN SHEELEY


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