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EXHIBIT 10.1




REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered
into as of May 7, 2004, between HEI, Inc., a Minnesota corporation (the
“Company”), and the investor identified on the signature page to this Agreement
(“Purchaser”).



RECITALS




     WHEREAS, pursuant to a privately negotiated sale, Purchaser is acquiring
the number of shares of the Company’s Common Stock (as defined below) listed on
the signature page to this Agreement (the “Shares”); and



     WHEREAS, in connection with the privately negotiated sale, the Company
desires to provide certain registration rights and benefits with respect to the
Shares.



AGREEMENT




     NOW, THEREFORE, in consideration of the respective covenants and
agreements contained herein, and for other valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Parties hereto agree as
follows.



ARTICLE I

DEFINITIONS




     1.1 Specific Definitions. As used in this Agreement, the following terms
shall have the meanings set forth or as referenced below:



     “Common Stock” means the Company’s common stock, par value $.05 per share.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.



     “Form S-3” means such form under the Securities Act in effect on the date
hereof or any successor registration form under the Securities Act subsequently
adopted by the SEC that permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the SEC.



     “Holder” means a Purchaser, any person owning of record Registrable
Securities that have not been sold to the public or any assignee of record of
such Registrable Securities in accordance with Article 2.



     “Register,” “Registered,” and “Registration” mean a registration effected
by preparing and filing a Registration Statement in compliance with the
Securities Act, and the declaration or ordering by the SEC of effectiveness of
such Registration Statement.



     “Registrable Securities” means the Shares. Notwithstanding the foregoing,
Registrable Securities shall not include any securities sold by a person to the
public either pursuant to a Registration Statement or Rule 144 under the
Securities Act or sold in a private transaction in which the transferor’s
rights under Article 2 of this Agreement are not assigned.



     “Registration Expenses” means all expenses incurred by the Company in
complying with Article 2 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and accountants for the Company, fees and disbursements of counsel for
the underwriter or underwriters of such securities (if the Company and/or the
Holder is required to bear such fees and disbursements), all internal Company
expenses, and the premiums and other costs of policies of insurance against
liability (if any) arising out


 









 







of such public offering and underwriting discounts and commissions and transfer taxes
relating to the shares included in the offering by the Holder.



     “Registration Statement” means any Registration Statement filed by the
Company with the SEC for a public offering and sale of Common Stock (other than
a Registration Statement on Form S-8 or Form S-4, or their successors, or any
other form for a similar purpose).



     “Rule 144” means Rule 144 promulgated under the Securities Act, as such
rule may be amended from time to time, or any similar successor rule.



    “SEC” means the Securities and Exchange Commission.



    “Securities Act” means the Securities Act of 1933, as amended.



    “Selling Expenses” means all underwriting discounts and commissions,
transfer taxes, filing fees, any and all fees, commission, discounts or similar
payments made to any brokers or dealers, any fees and disbursements of counsel,
accountant or any other advisor to the Purchaser applicable to a sale of
Registrable Securities, and any costs and expenses with respect to Holder’s
compliance with the securities laws of any state in the sale of all or any part
of the Registrable Securities.



ARTICLE 2

REGISTRATION RIGHTS




     2.1 Registrations.




     (a) The Company shall, on or before May 31, 2004, use its best
efforts to file with the SEC a Registration Statement for an offering to
be made on a continuous basis pursuant to Rule 415 covering all of the
Registrable Securities. The Company shall use its best efforts to cause
such Registration Statement to be declared effective under the Securities
Act within 120 days of such filing.




     (b) The Company shall have the right to terminate or withdraw any
Registration initiated by it under this Section 2 prior to the
effectiveness of the Registration Statement. Such termination or
withdrawal shall not give the Purchaser a right to include Registrable
Securities in a future Registration where the Purchaser’s rights under
this Agreement have been terminated prior to the Company’s withdrawal or
termination of the Registration Statement.




     (c) In connection with any offering involving an underwriting of
shares of Common Stock, the Company shall not be required under this
Section 2 to include any of the Holder’s securities in such underwriting
unless the Holder accepts the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it (or by other
persons entitled to select the underwriters) and enter into an
underwriting agreement in customary form with an underwriter or
underwriters selected by the Company. If the total amount of securities,
including the Registrable Securities, requested by the Holder to be
included in such offering exceeds the amount of securities that the
underwriters determine in their sole discretion is compatible with the
success of the offering, then the Holder shall not be entitled to include
the Registrable Securities in the offering.




     (d) The Registration Statement shall be on Form S-3 or another
appropriate form permitting registration of such Registrable Securities
for resales by the Holder thereof. The Company shall use its best
efforts to keep the Registration Statement continuously effective under
the Securities Act until the date which is 9 months from the date of
filing (the “Effectiveness Period”) or such shorter period ending when
all Registrable Securities covered by the Registration Statement have
been sold in the manner set forth and as contemplated in the Registration
Statement.



     2.2 Expenses of Registration. All Registration Expenses incurred in
connection with any registration under Section 2.1 shall be borne by the
Company. All Selling Expenses incurred in connection with any such
registration shall be borne by the Holder(s) of the securities so registered.



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     2.3 Obligations of the Company. The Company shall use its best efforts
to:




     (a) Prepare and file with the SEC a Registration Statement, on such
form as is then available to the Company in connection with such
registration, with respect to such Registrable Securities.




     (b) Furnish to the Holder such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements
of the Securities Act, and such other documents as they may reasonably
request in order to facilitate the disposition of Registrable Securities
owned by the Holder.




     (c) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter(s) of such offering,
provided that the Holder participating in such underwriting shall also
enter into and perform its obligations under such an agreement.




     (d) Notify the Holder of Registrable Securities covered by such
Registration Statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the occurrence of
any event as a result of which the prospectus included in such
Registration Statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements contained therein not
misleading in the light of the circumstances then existing.



     2.4 Termination of Registration Rights. All registration rights granted
under this Article 2 shall terminate and be of no further force and effect
after the expiration of the Effectiveness Period or such shorter period ending
when all Registrable Securities covered by the Registration Statement have been
sold in the manner set forth and as contemplated in the Registration Statement.



     2.5 Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Article 2.



     2.6 Indemnification. If any Registrable Securities are included in a
Registration Statement under Section 2.1:




     (a) The Company will indemnify and hold harmless each Holder, the
partners, officers, and directors of each Holder, and each person, if
any, who controls such Holder within the meaning of the Securities Act or
the Exchange Act, and each underwriter, if any, and each person, if any,
who controls any underwriter within the meaning of the Securities Act or
the Exchange Act, against any losses, claims, damages, or liabilities
(joint or several) to which they may become subject under the Securities
Act, the Exchange Act, or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof)
arise out of or are based upon any of the following statements,
omissions, or violations (collectively a “Company Violation”) by the
Company: (i) any untrue statement or alleged untrue statement of a
material fact contained in such Registration Statement, including any
preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission
to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act, or any state
securities law in connection with the offering covered by such
Registration Statement; and the Company will reimburse each such Holder,
partner, officer, director, underwriter, and controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, or
action if it is judicially determined that there was such a Company
Violation; provided, however, that the indemnity agreement contained in
this Section 2.6(a) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability, or action if such settlement is
effected without the consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that
it arises out of or is based upon a Company Violation that occurs in reliance
upon and in conformity with information
furnished expressly for use in connection with such registration by such
Holder, partner, officer, director, or controlling person of such Holder.



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     (b) Each selling Holder will indemnify and hold harmless the
Company, each of its officers and directors, each person, if any, who
controls the Company within the meaning of the Securities Act or the
Exchange Act, and each underwriter, if any, and each person, if any, who
controls any underwriter within the meaning of the Securities Act or the
Exchange Act, and any other Holder selling securities under such
Registration Statement or any of such other Holder’s partners, directors,
or officers or any person who controls such Holder, against any losses,
claims, damages, or liabilities (joint or several) to which the Company
or any such director, officer, underwriter, controlling person, or other
such Holder, or partner, director, officer, or controlling person of such
other Holder may become subject under the Securities Act, the Exchange
Act, or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereto) arise out of or
are based upon any of the following statements, omissions, or violations
(collectively a “Holder Violation”), in each case to the extent (and only
to the extent) that such Holder Violation occurs in reliance upon and in
conformity with information furnished by such Holder; and each such
Holder will reimburse any legal or other expenses reasonably incurred by
the Company or any such director, officer, underwriter, controlling
person, or other Holder, or partner, officer, director, or controlling
person of such other Holder in connection with investigating or defending
any such loss, claim, damage, liability, or action if it is judicially
determined that there was such a Holder Violation; provided, however,
that the indemnity agreement contained in this Section 2.6(b) shall not
apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent
of the Holder, which consent shall not be unreasonably withheld;
provided, further, that in no event shall any indemnity under this
Section 2.6(b) exceed the proceeds from the offering received by such
Holder unless the Holder Violation is the result of fraud on the part of
such Holder.




     (c) Promptly after receipt by an indemnified party under this
Section 2.6 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section
2.6, deliver to the indemnifying party a written notice of the
commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party shall have the right to
retain its own counsel, with the fees and expenses to be paid by the
indemnifying party (or, if there is more than one indemnified party, the
indemnifying party shall pay the fees and expenses of one counsel for any
and all indemnified parties, to be mutually agreed upon by such
indemnified parties), if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to
actual or potential differing interests between such indemnified party
and any other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 2.6, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have
to any indemnified party otherwise than under this Section 2.6.




     (d) If the indemnification provided for in this Section 2.6 is held
by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any losses, claims, damages, or liabilities
referred to herein, the indemnifying party, in lieu of indemnifying such
indemnified party thereunder, shall to the extent permitted by applicable
law contribute to the amount paid or payable by such indemnified party as
a result of such loss, claim, damage, or liability in such proportion as
is appropriate to reflect the relative fault of the indemnifying party on
the one hand and of the indemnified party on the other in connection with
the Company Violation(s) or the Holder Violation(s), as the case may be,
that resulted in such loss, claim, damage, or liability, as well as any
other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by a
court of law by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a
material fact relates to



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information supplied by
the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or
omission.




     (e) The foregoing indemnity agreements of the Company and Holder are
subject to the condition that, insofar as they relate to any Company
Violation(s) or Holder Violation(s), as the case may be, made in a
preliminary prospectus but eliminated or remedied in the amended
prospectus on file with the SEC at the time the Registration Statement in
question becomes effective or the final prospectus is filed with the SEC
pursuant to SEC Rule 424(b), such indemnity agreement shall not inure to
the benefit of any person if a copy of such final prospectus was
furnished to the indemnified party and was not furnished to the person
asserting the loss, liability, claim, or damage at or prior to the time
such action is required by the Securities Act.




     (f) The obligations of the Company and Holder under this Section 2.6
shall terminate and be of no further force and effect after the
Effectiveness Period or such shorter period ending when all Registrable
Securities covered by the shelf registration (i) have been sold in the
manner set forth and as contemplated in the Registration Statement or
(ii) may be sold without limitation under Rule 144(k).



ARTICLE 3

PURCHASER REPRESENTATIONS AND WARRANTIES




     The Purchaser hereby represents and warrants to the Company as follows:



     3.1 Experience. The Purchaser has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of its investment in the Company and has the capacity to protect its own
interests. The Purchaser acknowledges that investment in the Shares is a
speculative risk. The Purchaser is able to fend for itself in the transactions
contemplated by this Agreement, can bear the economic risk of its investment in
the Shares (including possible complete loss of such investment) for an
indefinite period of time, and has such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks of
the investment in the Shares. The Purchaser understands that nothing in this
Agreement or any other materials presented to the Purchaser in connection with
the purchase and sale of the Shares constitutes legal, tax or investment
advice. The Purchaser has consulted such legal, tax and investment advisors as
the Purchaser, in its sole discretion, has deemed necessary or appropriate.



     3.2 Investment Purpose. The Purchaser is acquiring the Shares for
investment for its own account, not as a nominee or agent, and not with a view
to, or for resale in connection with, any distribution thereof. The Purchaser
understands that the Shares have not been registered under the 1933 Act, by
reason of a specific exemption from the registration provisions of the 1933
Act, the availability of which depends upon, among other things, the bona fide
nature of the investment intent and the accuracy of the Purchaser’s
representations as expressed herein. The Purchaser understands that the Shares
are characterized as “restricted securities” under the federal securities laws
inasmuch as they are being acquired from the Company in a transaction not
involving any public offering and that under such laws and applicable
regulations the Shares, may be resold without registration under the 1933 Act
only in certain limited circumstances. The Purchaser shall not, directly or
indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit
any offers to buy, purchase or otherwise acquire or take a pledge of) any of
the Shares except in compliance with the 1933 Act, applicable state securities
laws and the respective rules and regulations thereunder.



     3.3 Access to Data. The Purchaser and its representatives have been
afforded the opportunity to request access to or copies of corporate books,
financial statements, records, contracts, documents and other information
concerning the Company (to the extent such exists), and to its offices and
facilities, have been afforded an opportunity to ask such questions of the
Company’s officers, employees, agents, accountants and representatives
concerning the Company’s existing and proposed business, operations, financial
condition, assets, liabilities and other relevant matters as they have deemed
necessary or desirable, and have been given all such information as has been
requested, in order to evaluate the merits and risks of the prospective
investments contemplated herein. The Purchaser further represents and
acknowledges that it has been solely responsible for its own “due diligence”
investigation of the Company and its management and business, for its own
analysis of the merits and risks of this investment, and for its own analysis
of the fairness and desirability of the terms of the investment.



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     3.4 Residency. For purposes of the application of state securities laws,
the Purchaser represents and warrants to the Company that it is a bona fide
resident of, or a duly formed entity domiciled in, the state or country
indicated on the signature page.



     3.5 Evaluation of Risks. The Purchaser has substantial experience in
evaluating and investing in private placement transactions of securities in
companies similar to the Company so that the Purchaser is capable of evaluating
the merits and risks of its investment in the Company and has the capacity to
protect its own interests.



     3.6 Not an Affiliate or Group. The Purchaser represents that it is not
under the control of, controlled by or under common control with any other
Purchaser, and the Purchaser represents that it, along with any other
purchasers, is not a “Person or a Group as defined in Section 13(d)(3) of the
1934 Act and the rules and regulations promulgated thereunder.



     3.7 Restrictive Legends. The Purchaser agrees that, so long as the Shares
remain restricted securities, the Company shall place a restrictive legend on
the certificate(s) representing the Shares in substantially the following form:




“The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may
not be transferred without registration under such Act or an
opinion of counsel reasonably acceptable to the Company that such
registration is not required.”


At any time after (a) the effective date of a registration statement
covering the Shares or (b) the date the Shares may be sold without
limitation under Rule 144(k) promulgated under the 1933 Act, the Company
will use its best efforts to instruct its transfer agent and registrar
for Common Stock to remove the restrictive legend from certificate(s)
representing the Shares within five (5) business days of receipt of the
Purchaser’s written request to remove such legend from such Shares.



     3.8 Transactions in Common Stock. The Purchaser has not, during the
thirty (30) trading days immediately preceding the closing of the purchase of
the Shares, sold or established a short position in any shares of the Common
Stock or other capital stock of the Company.



     3.9 No General Solicitation. The Purchaser did not learn of the
investment in the Securities as a result of any public advertising or general
solicitation.



     3.10 Accredited Investor. The Purchaser is an accredited investor within
the meaning of Rule 501(a) of Regulation D of the Securities and Exchange
Commission.



ARTICLE 4

OTHER PROVISIONS




     4.1 Complete Agreement. This Agreement and the agreements referenced
herein constitute the entire agreement between the parties hereto with respect
to the subject matter hereof.



     4.2 Waiver, Discharge, Amendment, Etc. The failure of any party hereto to
enforce at any time any of the provisions of this Agreement shall not, absent
an express written waiver signed by the party making such waiver specifying the
provision being waived, be construed to be a waiver of any such provision, nor
in any way to affect the validity of this Agreement or any part hereof or the
right of the party thereafter to enforce each and every such provision. No
waiver of any breach of this Agreement shall be held to be a waiver of any
other or subsequent breach.



     4.3 Notices. All notices or other communications to a party required or
permitted hereunder shall be in writing and shall be delivered personally or by
telecopy (receipt confirmed) to such party (or, in the case of an entity, to an
executive officer of such party) or shall be sent by a reputable express
delivery service or by certified mail, postage prepaid with return receipt
requested, addressed as follows:



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     if to a Purchaser:




c/o Feltl and Company

Suite 4200

225 South Sixth Street

Minneapolis, MN 55402

Attn: John C. Feltl

Fax: 612-492-8848



     if to the Company to:




HEI, Inc.

P.O. Box 5000

1495 Steiger Lake Lane

Victoria, MN 55386

Attention: President

Fax: 952-443-2668




     with copy to:




Gray, Plant, Mooty, Mooty & Bennett, P.A.

500 IDS Center

80 South Eighth Street

Minneapolis, MN 55402

Attn: Mark D. Williamson, Esq.

Fax: (612) 632-4444



Any party may change the above-specified recipient and/or mailing address by
notice to all other parties given in the manner herein prescribed. All notices
shall be deemed given on the day when actually delivered as provided above (if
delivered personally or by telecopy) or on the day shown on the return receipt
(if delivered by mail or delivery service).



     4.4 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Minnesota, including all matters of
construction, validity, performance, and enforcement, without giving effect to
principles of conflict of laws.



     4.5 Titles and Headings; Construction. The titles and headings to the
Articles and Sections herein are inserted for the convenience of reference only
and are not intended to be a part of or to affect the meaning or interpretation
of this Agreement. This Agreement shall be construed without regard to any
presumption or other rule requiring construction hereof against the party
causing this Agreement to be drafted.



     4.6 Benefit. Nothing in this Agreement, expressed or implied, is intended
to confer on any person other than the parties hereto or their respective
successors or assigns, any rights, remedies, obligations, or liabilities under
or by reason of this Agreement.



     4.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed as original and all of which
together shall constitute one instrument, and may be delivered in person or by
facsimile transmission.



[REMAINDER OF PAGE IS BLANK. SIGNATURE PAGE FOLLOWS.]




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     IN WITNESS WHEREOF, each of the parties has caused this Agreement and the
attached Acceptance to be executed as of the date first written above.

	 	 	 	 	 
	 	 	HEI, INC.

 	 
	 	 	

 	 
	 	 	Mack V. Traynor, III 	 
	  	 	Chief Executive Officer 	 
	 




	 	 	 	 	 	 	 
	

	PURCHASER	 	 	 	 	 
	

	 	 	 	 	 	 
	

	
 
	

	By:

	

	 	 
	

	Title:

	

	 	 
	

	Number of Shares:

	

	 	 	 	 
	

	Address:

	 	 	 	 	 	 	 	 
	

	

	 	 	 	 	 	 	 	 
	

	








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