TERMINATION SEVERANCE AGREEMENT

                                                                    EXHIBIT 10.1

July 7, 2005

Mr. Mack Traynor, President

Tim Clayton, CFO

HEI, Inc.

1495 Steiger Lake Lane

Victoria, MN   55386

Dear Mack:

We have enjoyed working with you and your staff during the last couple of years,

and congratulate you and your colleagues on the progress made toward HEI's

rebuilding. Thank you for giving us the opportunity to continue to provide HEI

with a revolving credit facility. Pursuant to our discussions, we are proposing

to amend the terms of the credit facility as detailed below. The terms and

conditions are intended as a proposal only and not as a commitment to provide

the proposed credit facilities.

        MAXIMUM CLIENT ACCOUNT LIMIT:    $5,000,000

         DISCOUNT:                        Prime plus 2.75% on net funds employed

                                        and an immediate discount of .85% for

                                        processing.

        MONTHLY MINIMUM:                 $1,500.00.

         PART PAYMENT:                    90% of invoice amount, subject to