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HEI, Inc.
1495 Steiger Lake Lane
Victoria, MN 55386
October 25, 2000
Anthony J. Fant
1495 Steiger Lake Lane
Victoria, MN 55386
EXHIBIT #2
Dear Mr. Fant:
Reference is made to that certain letter agreement (the "Agreement"), dated
September 10, 2000, between HEI, Inc. ("HEI") and yourself, whereby you sold
1,214,300 shares of Colorado MEDtech common stock (the "CMED Shares") to HEI in
exchange for 235,000 shares of HEI common stock (the "HEI Shares") and the
assumption of $3,072,650.26 of indebtedness (the "Margin Debt"). Based on the
foregoing, we agree as follows:
1. The Agreement is hereby rescinded and is of no further force
and effect.
2. HEI hereby agrees to release you, and you hereby agree to
release HEI, from all obligations and liabilities arising
under or related to the Agreement, including but not limited
to your obligation to deliver the CMED Shares to HEI and HEI's
obligation to deliver the HEI Shares to you and to assume the
Margin Debt.
3. You hereby agree to assume and be responsible for any and all
expenses incurred by HEI related to the proposed exchange
offer by HEI for Colorado MEDtech, Inc., including but not
limited to accounting, legal, proxy solicitation and
investment banking expenses.
4. This letter agreement constitutes the entire agreement between
HEI and you with respect to the transactions contemplated
hereby, and supersedes all negotiations, agreements,
representations, warranties and commitments, whether in
writing or oral, prior to the date hereof.
5. This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, regardless
of the laws that might otherwise govern under applicable
principles of conflict of laws thereof.
Please acknowledge acceptance of the terms of this letter agreement by
signing in the space provided below for that purpose, whereupon this letter
agreement will constitute a binding agreement between us.
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Very truly yours,
HEI, INC.
By: /s/ Don Reynolds
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Name: Don Reynolds
Title: President and COO
AGREED TO AS OF THE DATE
FIRST ABOVE WRITTEN:
/s/ Anthony J. Fant
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Anthony J. Fant, individually
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