REGISTRATION RIGHTS AGREEMENT





         This Registration Rights Agreement (this "AGREEMENT") is made and

entered into as of the 4th day of December, 2003, by and among HEICO

Corporation, a Florida corporation (the "COMPANY"), and SMT Partners, a Texas

partnership (along with its permitted assigns, the "SELLERS").



                                    RECITALS



         A.     SMT Partners and Sierra Microwave Technology, LLC, a Delaware

limited liability company (the "BUYER") and an indirect subsidiary of the

Company, are parties to that certain Asset Purchase Agreement, dated the date

hereof (the "ASSET PURCHASE AGREEMENT");



         B.     Pursuant to the terms of the Asset Purchase Agreement, the

Company has issued to the Sellers 242,522 shares of Class "A" common stock

("HEICO STOCK"), no par value, of the Company (the "REGISTRABLE SECURITIES");

and



         C.     Pursuant to the terms of the Asset Purchase Agreement, the

Company has agreed to grant the Sellers certain registration rights with

respect to the Registrable Securities.



         NOW, THEREFORE, in consideration of the mutual representations,

covenants and agreements contained herein, the parties hereto agree as follows:



SECTION 1.      DEFINITIONS.



         For purposes of this Agreement, the following definitions shall apply:



         (a)    "BUSINESS DAY" shall mean any day on which commercial banks are

not authorized or required to close in the United States.



         (b)    The terms "REGISTER," and "REGISTRATION" refer to registration

under the Securities Act of 1933, as amended (the "ACT"), effected by preparing

and filing a registration statement in compliance with the Act, and the

declaration or ordering of effectiveness of such registration statement or

amendment thereto.



SECTION 2.      REGISTRATION RIGHTS.



         (a)    The Company shall, as expeditiously as reasonably possible, use

its commercially reasonable efforts to effect the registration under the Act of

such Registrable Securities; provided however, that the holders of a majority

in interest of the Registrable Securities may permit the Company to discontinue

any registration at any time prior to the effective date of such registration.

If any Seller proposes to distribute the Registrable Securities in an

underwritten offering, then the Company shall have the right to select the lead

book running underwriter, and such Seller shall have the right to select one

co-managing underwriter reasonably acceptable to the Company; provided however

that if more than one Seller proposes to distribute the Registrable Securities

in an underwritten offering, then the Company shall have the right to











{PAGE}



select the lead book running underwriter, and such Sellers shall collectively

have the right to select one co-managing underwriter reasonably acceptable to

the Company.



         (b)    The Company may suspend the effectiveness of any such

registration statement in the event, and for such period of time as, such a

suspension is required by the rules and regulations of the Securities and

Exchange Commission ("SEC") as applied to the Company, and may suspend use of

the prospectus included in the Registration Statement if such prospectus ceases

to meet the requirements of Section 10 of the Act. The Company will immediately

advise the Sellers of any such suspension, and will use its commercially

reasonable efforts to cause such suspension to terminate at the earliest

possible date. The Sellers agree that following receipt of any such notice, and

until such suspension is terminated, the Sellers will not make use of the

suspended prospectus and will make no sales requiring delivery of such

prospectus.



         (c)    Whenever required under this Section to effect the registration

of any Registrable Securities, the Company shall, as expeditiously as

reasonably possible:



                (i)     Prepare and file with the SEC a registration statement

(the "REGISTRATION STATEMENT") with respect to such Registrable Securities and

use its commercially reasonable efforts to cause such registration to become

effective as provided in Section 2(a) above, and keep such Registration

Statement effective until the earlier of (i) the Registrable Securities have

been disposed of pursuant to an effective registration statement, (ii) the

Registrable Securities have been sold in a transaction exempt from the

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