HEI, Inc.
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October 25, 2000
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EXHIBIT #2
Dear ▇▇. ▇▇▇▇:
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 The Agreement is hereby rescinded and is of no further force and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.
Very truly yours,
HEI, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: President and COO
AGREED TO AS OF THE DATE
FIRST ABOVE WRITTEN:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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