ACCOUNTS RECEIVABLE AGREEMENT





This Agreement entered into as of May 29, 2003 by and among HEI, Inc. (herein

called "Client"), a Minnesota corporation, whose addresses are 1495 Steiger Lake

Lane, Victoria, MN 55386 and 610 S Rockford Drive, Tempe, AZ 85281 and 4801 N

63rd Street, Boulder, CO 80301 and Beacon Bank (herein called "Purchaser"),

whose address is 19765 Highway 7, Shorewood, MN 55331. In consideration of the

mutual covenants set forth herein, Client and Purchaser agree as follows:



                                 I. DEFINITIONS



"ACCOUNT" means a right to payment of a monetary obligation, whether or not

earned by performance, (i) for property that has been or is to be sold, leased,

licensed, assigned, or otherwise disposed of, (ii) for services rendered or to

be rendered, (iii) for a policy of insurance issued or to be issued, (iv) for a

secondary obligation incurred or to be incurred, (v) for energy provided or to

be provided, (vi) for the use or hire of a vessel under a charter or other

contract, or (vii) arising out of the use of a credit or charge card or

information contained on or for use with the card and any and all the proceeds

therefrom. The term does not include (i) rights to payment evidenced by chattel

paper or an instrument, (ii) commercial tort claims, (iii) deposit accounts,

(iv) investment property, (v) letter of credit rights or letters of credit, or

(vi) rights to payment for money or funds advanced or sold, other than rights

arising out of the use of a credit or charge card or information contained on or

for use with the card.



"AFFILIATE" means, with respect to the Client, any person which directly or

indirectly controls, is controlled by, or is under common control with the

Client. The Client shall be deemed to control another person if the Client owns

directly or indirectly 5% or more of any class of voting stock of the controlled

person or possesses, directly or indirectly, the power to direct or cause the

direction of the management and policies of the controlled person, whether

through ownership of stock, by contract or otherwise. In addition, the Client's

Affiliates shall include the Client's officers, directors, joint venturers and

partners and any person controlled by any such officer, director, joint venturer

partner.



"COLLATERAL" means all of the property, real or personal, tangible or

intangible, given as security pursuant to Section 7.01 hereof for the

obligations of Client under this agreement.



"CREDIT PROBLEM" means a Customer is unable to pay its debts because of

insolvency, the dissolution, termination of existence, or business failure of

the Customer, the voluntary filing of a petition of bankruptcy, or the

commencement of any proceeding under the Bankruptcy Code or any other bankruptcy

or insolvency laws by or against Customer such that payment on the Account is or

will be impaired.



"CUSTOMER" means Client's customer or the account debtor.



"CUSTOMER DISPUTE" means any claim by a Customer against Client, valid or

invalid, now existing or hereafter arising (including, but not limited to, a

claim for credit or refund due to a return of goods which gave rise to an

Account, but excluding discounts, credits, allowances and adjustments accepted

by Purchaser in determining the Eligible Amount of an Account), and which the

Customer claims or may otherwise result in any reduction in the amount to be

paid by the Customer under any Account or Accounts. The foregoing

notwithstanding, a dispute with a Customer involving a Customer Dispute and/or a

Credit Problem shall be deemed a Customer Dispute.

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