HEI INC
EX-10.45 PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.45
<SEQUENCE>16
<FILENAME>c81087exv10w45.txt
<DESCRIPTION>EX-10.45 PROMISSORY NOTE
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                                                                   EXHIBIT 10.45


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HEI, INC.                                      COMMERCE FINANCIAL GROUP, INC.
1495 STEIGER LAKE LANE                         7650 EDINBOROUGH WAY, STE 160               Loan Number   200513
VICTORIA, MN  55386                            EDINA, MN  55435                                         -------------------
                                                                                           Date   10-28-2003
                                                                                                 --------------------------
                                                                                           Maturity Date   09-28-2007
                                                                                                          -----------------
                                                                                           Loan Amount  $ 1,150,000.00
                                                                                                          -----------------
                                                       LENDER'S NAME AND ADDRESS           Renewal Of
         BORROWER'S NAME AND ADDRESS             "You" and "your" means the lender, its
"I", "me" and "my" means each borrower above,            successors and assigns.
          together and separately.

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I promise to pay you, at your address listed above, the PRINCIPAL sum of ONE
MILLION ONE HUNDRED FIFTY THOUSAND AND NO/100 Dollars $1,150,000.00
[X]  Single Advance: I will receive all of the loan amount on 10-28-2003. There
     will be no additional advances under this note.

[ ]  Multiple Advance: The loan amount shown above is the maximum amount I can
     borrow under this note.  On ____________ I will receive $____________ and
     future principal advances are permitted.

     Conditions: The conditions for future advances are ________________________
     ___________________________________________________________________________

         [ ]  Open End Credit:  You and I agree that I may borrow up to the
                 maximum amount more than one time.  All other conditions of
                 this note apply to this feature.  This feature expires on _____

         [ ]  Closed End Credit: You and I agree that I may borrow up to the
                 maximum only one time (and subject to all other conditions).

INTEREST: I agree to pay interest on the outstanding principal balance from
          10-28-2003 at the rate of 8.975% per year until 09-28-2007.

[ ]  Variable Rate: This rate may then change as stated below.

         [ ]  Index Rate: The future rate will be the following index rate:

         [ ]  No Index: The future rate will not be subject to any internal or
                 external index. It will be entirely in your control.

         [ ]  Frequency and Timing: The rate on this note may change as often
                 as _______________________________

                 A change in the interest rate will take effect ________________

         [ ]  Limitations: During the term of this loan, the applicable annual
                 interest rate will not be more than _________% or less than
                 ________________%. The rate may not change more than ______%
                 each ______________.

         Effect of Variable Rate: A change in the interest rate will have the
         following effect on the payments:

         [ ]  The amount of each scheduled payment will change. [ ] The amount
                 of the final payment will change.

ACCRUAL METHOD: You will calculate interest on a ACTUAL/360 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
         [X]  on the same fixed or variable rate basis in effect before maturity
                 (as indicated above).
         [ ]  at a rate equal to ______________________________________________.

[X]  LATE CHARGE: If I make a payment more than 10 days after it is due, I agree
     to pay a late charge of 5.000% OF THE LATE AMOUNT WITH A MIN OF $25.00.

[ ]  ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
     charges which [ ] are [ ] are not included in the principal amount above:

[ ]  Authority: The interest rate and other charges for this loan are authorized
     by ______________________________.

PAYMENTS:  I agree to pay this note as follows:
48 MONTHLY PAYMENTS OF $28,462.38 BEGINNING 10-28-2003.

ADDITIONAL TERMS: THIS NOTE IS SUBJECT TO THE ADDITIONAL TERMS AND CONDITIONS
SET FORTH IN THAT CERTAIN TERM LOAN AGREEMENT DATED OF EVEN DATE HEREWITH.


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[X] SECURITY: This note is separately secured by (describe separate   PURPOSE: The purpose of this loan is BUSINESS PURPOSES
document by type and date):  SEPARATE SECURITY AGREEMENT DATED        ___________________________________________________________
10-28-03                                                              SIGNATURES:  I AGREE TO THE TERMS OF THIS NOTE (INCLUDING
                                                                      THOSE ON PAGE 2).  I have received a copy on today's date.

(This section Is for your Internal use. Failure to list a separate
security document does not mean the agreement will not
secure this note.)                                                    HEI, INC.
-------------------------------------------------------------------
                                                                      /s/ Doug Nesbit
Signature for Lender                                                  -----------------------------------------------------------
                                                                      DOUG NESBIT, CHIEF FINANCIAL OFFICER
/s/ James Senske
-----------------------------------------------------------           -----------------------------------------------------------
JAMES SENSKE, PRESIDENT

-----------------------------------------------------------           -----------------------------------------------------------

                                                                      -----------------------------------------------------------
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DEFINITIONS: As used on page 1, "[X]" means the terms that apply to this loan.
"1," "me" or "my" means each Borrower who signs this note and each other person
or legal entity (including guarantors, endorsers, and sureties) who agrees to
pay this note (together referred to as "us"). "You" or "your" means the Lender
and its successors and assigns.

APPLICABLE LAW: Minnesota law controls this note. Any term of this note which
violates Minnesota law is not effective, unless the law permits you and me to
agree to a variation.

         If any provision of this agreement is unenforceable, the rest of the
agreement remains in force. I may not change this agreement without your express
written consent. Time is of the essence in this agreement.

COMMISSIONS OR OTHER REMUNERATION: I understand and agree that any insurance
premiums paid to insurance companies as part of this note will involve money
retained by you or paid back to you as commissions or other remuneration.

         In addition, I understand and agree that some other payments to third
parties as part of this note may also involve money retained by you or paid back
to you as commissions of other remuneration.

PAYMENTS: You will apply each payment I make on this note first to any amount I
owe you for charges which are neither interest nor principal. You will apply the
rest of each payment to any unpaid interest, and then to the unpaid principal.
If you and I agree to a different application of payments, we will describe our
agreement on this note.

         I may prepay all or part of this loan without penalty unless we agree
to something different on this note. Any partial prepayment I make will not
excuse or reduce any later scheduled payment until this note is paid in full
(unless, when I make the prepayment, you and I agree in writing to the
contrary).

INTEREST: Interest accrues on the principal remaining unpaid from time to time,
until paid in full. If you give me my loan money in more than one advance, each
advance will start to earn interest only when I receive it.

         The interest rate in effect on this note at any time will apply to all
the money you advance at that time. Regardless of anything in this document that
might imply otherwise, I will not pay and you will not charge a rate of interest
that is higher than the maximum rate of interest you could charge under
applicable law for the credit you give me (before or after maturity).

         If you send any erroneous notice of interest, we mutually agree to
correct it. If you collect more interest than the law and this agreement allow,
you agree to refund it to me.

INDEX RATE: The index will serve only as a device for setting the rate on this
note. You do not guarantee by selecting this index, or the margin, that the rate
on this note will be the same rate you charge on any other loans or class of
loans to me or other borrowers.

ACCRUAL METHOD: You will calculate the amount of interest I will pay on this
loan using the interest rate and accrual method on page 1 of this note. When
calculating interest, you will use the accrual method to determine the number of
days in a "year." If you do not state an accrual method, you may use any
reasonable accrual method to calculate interest.

POST MATURITY RATE: In deciding when the "Post Maturity Rate" (on page 1)
applies, "maturity" means: 1.) The date of the last scheduled payment indicated
on page 1 of this note, or; 2.) The date you accelerate payment on the note,
whichever is earlier.

SINGLE ADVANCE LOANS: If this is a single advance loan, you and I expect that
you will make only one advance of principal. However, you may add other amounts
to the principal if you make any payments described in the "PAYMENTS BY LENDER"
paragraph below.

MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you and I expect
that you will make more than one advance of principal. If this is closed-end
credit, I am not entitled to additional credit if I repay a part of the
principal.

PAYMENTS BY LENDER: If you are authorized to pay, on my behalf, charges I am
obligated to pay (such as property insurance premiums), then you may treat those
payments made by you as advances and add them to the unpaid principal under this
note. Or, you may demand immediate payment of the charges.

SET-OFF: You may set off any amount due and payable under this note against any
right I have to receive money from you.

         "Right to receive money from you" means:

         (1)      any deposit account balance I have with you;

         (2)      any money owed to me on an item presented to you or in your
                  possession for collection or exchange; and

         (3)      any repurchase agreement or other non deposit obligation.

         "Any amount due and payable under this note" means the total amount of
which you are entitled to demand payment under the terms of this note at the
time you set off. This total includes any balance the due date for which you
properly accelerate under this note.

         If someone who has not agreed to pay this note also owns my right to
receive money from you, your set-off right will apply to my interest in the
obligation, and to any other amounts I could withdraw on my sale request or
endorsement.

         Your set-off right does not apply to an account or other obligation
where my rights are only as a representative. It also does not apply to any
Individual Retirement Account or other tax-deferred retirement account.

         You will not be liable for the dishonor of any check when the dishonor
occurs because you set off this debt against one of my accounts. I will assume
the liability and relieve you of all responsibility for any such claim that
occurs if you set off this debt against one of my accounts.

REAL ESTATE OR RESIDENCE SECURITY: If I am giving you any real estate or a
residence that is personal property, as security for this note I have signed a
separate security agreement. Default and your remedies for default are
determined by applicable law and by the security agreement. Default and your
remedies may also be determined by the "Default" and "Remedies" paragraphs
below, to the extent they are not prohibited by law or contrary to the security
agreement.

DEFAULT: I will be in default if any of the following happen:

         (1)      I fail to make a payment on time or in the amount due;

         (2)      I fail to keep the property insured, if required;

         (3)      I fail to pay, or keep any promise, on any debt or agreement I
                  have with you;

         (4)      any other creditors of mine try to collect any debt I owe them
                  through court proceedings;


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         (5)      I make any written statement or provide any financial
                  information that is untrue or inaccurate when it was provided;

         (6)      any collateral securing this note is used in a manner or for a
                  purpose which threatens confiscation by a legal authority;

         (7)      I change my name or assume an additional name without first
                  notifying you;

         (8)      any loan proceeds are used for a purpose that will contribute
                  to excessive erosion of highly erodible land, or to the
                  conversion of wetlands to produce an agricultural commodity,
                  as explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.

REMEDIES: If I am in default on this note, you have, but are not limited to, the
following remedies:

         (1)      You may demand immediate payment of everything I owe under
                  this note;

         (2)      You may set off this debt against any right I have to the
                  payment of money from you, subject to the terms of the
                  "SET-OFF" paragraph;

         (3)      You may demand security, additional security, or additional
                  parties to be obligated to pay this note as a condition for
                  not using any other remedy;

         (4)      You may refuse to make advances to me or allow me to make
                  credit purchases;

         (5)      You may use any remedy you have under state or federal law.

         If you choose one of these remedies, you do not give up your right to
use any other remedy later. By waiving your right to declare an event to be a
default, you do not waive your right to later consider the event a default if it
continues or happens again.

COLLECTION COSTS AND ATTORNEY'S FEES: I will pay all reasonable costs of
collection, replevin (an action for the recovery of property wrongfully taken or
detained), or any other or similar type of cost if I am in default.

         In addition, if you hire an attorney to collect this note, I will pay
attorney's fees plus court costs (except where prohibited by law). To the extent
permitted by the United States Bankruptcy Code, I will also pay the reasonable
attorney's fees and costs you are charged to collect this debt as awarded by any
court under the Bankruptcy Code's jurisdiction.

WAIVER: I give up my rights to require you to:

         (1)      demand payment of amounts due (presentment);

         (2)      obtain official certification of nonpayment (protest);

         (3)      give notice that amounts due have not been paid (notice of
                  dishonor).

         I waive any defenses I have based on suretyship or impairment of
collateral.

OBLIGATIONS INDEPENDENT: I must pay this note even if someone else has also
agreed to pay it (by, for example, signing this form or a separate guarantee or
endorsement).

         You may sue" me alone, anyone else obligated on this note, or any
number of us together, to collect this note. You may do so without any notice
that it has not been paid (notice of dishonor).

         You may, without notice, release any party to the agreement without
releasing any other party.

         If you give up any of your rights, with or without notice, it will not
affect my duty to pay this note.

         Any extension of new credit to any of us, or renewal of this note by
all or less than all of us, will not release me from my duty to pay it. (Of
course, you are entitled to only one payment in full.) You may extend this note
or the debt represented by this note, or any portion of the note or debt, from
time to time without limit or notice. You may do this without affecting my
liability for payment of the note.

         I will not assign my obligation under this agreement without your prior
written approval.

FINANCIAL INFORMATION: I will provide you, at your request, accurate, correct
and complete financial statements or information you need.

NOTICE: Unless otherwise required by law, you will give any notice to me by
delivering it or mailing it by first class mail to my last known address. My
current address is on page 1. I will inform you in writing of any change in my
address. I will give any notice to you by mailing it first class to your address
stated on page 1 of this agreement, or to any other address you give me.

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    DATE OF           PRINCIPAL     BORROWER'S         PRINCIPAL          PRINCIPAL     INTEREST         INTEREST      INTEREST
  TRANSACTION          ADVANCE       INITIALS          PAYMENTS            BALANCE        RATE           PAYMENTS        PAID
                                       (not                                                                            THROUGH:
                                     required)
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