exv10w51



 






EXHIBIT 10.51




TERMINATION AGREEMENT




     This Termination Agreement (“Agreement”) is made and entered into as of the 31st
day of December, 2004 (“Effective Date”), by and between AESP, Inc., f/k/a Advanced Electronic
Support Products, Inc. (“AESP”), a Florida corporation, Yuri Burshtein (Burshtein) and AESP
Ukraine, a Ukrainian corporation owned by Burshtein (“AESP Ukraine”).



     WHEREAS, AESP, Burshtein and AESP Ukraine were parties to that certain Purchase Agreement (the
“Purchase Agreement”) dated as of January 1, 2001; and



     WHEREAS, pursuant to the terms of the Purchase Agreement, Burshtein purchased (the “Purchase
Transaction”) from AESP the outstanding common stock of AESP Ukraine; and



     WHEREAS, in connection with the Purchase Transaction, and to document its obligation to pay
the Consideration, as that term is defined in the Purchase Agreement, Burshtein delivered a
promissory note to AESP in the original principal amount of $771,907 (the “Note”); and



     WHEREAS, the Note was guaranteed by AESP Ukraine (the “Guaranty”) and AESP Ukraine pledged its
assets to secure the Guaranty; and



WHEREAS, the Note was secured by a pledge of the stock of AESP Ukraine; and




     WHEREAS, the Purchase Agreement provided that so long as the Note remained outstanding,
Burshtein and AESP Ukraine would be obligated to comply with certain covenants (as more
particularly set forth in the Purchase Agreement); and



     WHEREAS, the parties have agreed that as of the Effective Date of this Agreement, the Note
shall be cancelled, all guarantees and security pledged to secure the Note shall be cancelled and
Burshtein’s obligations under the Purchase Agreement with respect to the operation of AESP Ukraine
so long as the Note remained unpaid shall no longer be applicable.



     NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:




	1.  	The remaining balance due on the Note is hereby forgiven (and the original Note executed by
Burshtein has been returned to Burshtein).
	 
	2.  	The pledge of the stock of AESP Ukraine securing the Note is hereby cancelled, and AESP shall
forthwith take steps to formally deliver the certificates representing the shares of AESP
Ukraine in their possession to Burshtein (or execute such documents as are otherwise required
to effect such transfer).




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	3.  	The Guaranty of AESP Ukraine of the Note is hereby terminated and cancelled, and the
corresponding pledge of the assets of AESP Ukraine securing the Guaranty is hereby terminated.
	 
	4.  	The following provisions of the Purchase Agreement shall no longer apply:






	 	A.  	Section 4.11 requiring AESP Ukraine to use AESP as its sole and exclusive
supplier for connectivity products until the Note is paid in full; and
	 
	 	B.  	Article VII of the Purchase Agreement pursuant to which AESP Ukraine and
Burshtein agreed to operate AESP Ukraine in a certain manner so long as the Note
remained outstanding; and
	 
	 	C.  	Section 4.10 of the Purchase Agreement requiring AESP to provide not less than
$150,000 in trade credit to AESP Ukraine.






	5.  	The obligations of AESP Ukraine to pay accounts payable currently due and due in the future
to AESP for orders purchased by AESP Ukraine shall not be cancelled by this Agreement and
shall remain fully payable.
	 
	6.  	Burshtein and AESP Ukraine hereby fully and forever release, acquit, discharge and holds AESP
harmless from any and all, and all manner of, actions and causes of action, claims, suits,
costs, debts, sums of money, claims and demands, presently known or unknown, whatsoever in law
or equity or otherwise, which Burshtein or AESP Ukraine ever had, now has or may now have, or
will have in the future, by reason of any matter, cause or thing whatsoever, from the
beginning of the world and all times thereafter, including without limitation all matters
arising out of the Purchase Agreement.
	 
	7.  	This Agreement contains the entire understanding of the parties in respect of its subject
matter and supersedes all prior agreements and understandings (oral or written) between or
among the parties with respect to such subject matter.
	 
	8.  	This Agreement may not be modified, amended, supplemented, canceled or discharged, except by
written instrument executed by all parties.
	 
	9.  	The rights and obligations of this
Agreement shall bind and inure to the benefit of the parties and their
respective successors and assigns. Nothing expressed or implied
herein shall be construed to give any other person or other entity any
legal or equitable rights hereunder. Except as expressly provided
herein, the rights and obligations of this Agreement may not be
assigned by either party without the prior written consent of the
other parties.
	 
	10.  	This Agreement may be executed in any number of
counterparts, each of which shall be an
original but all of which together shall
constitute one and the same instrument. A
fax signature of any party shall be
considered to have the same binding legal
effect as an original signature.




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     IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above
written.


	 	 	 	 	 
	 	 	 
	 	     /s/ Yuri Burshtein
 	 
	 	Yuri Burshtein 	 
	 	 	 
	 



	 	 	 	 	 
	 	AESP, INC., a Florida corporation

 	 
	 	By:  	/s/ Roman Briskin
 	 
	 	 	Name (print):	Roman Briskin 	 
	 	 	Title:  	E.V.P. 	 
	 



	 	 	 	 	 
	 	AESP Ukraine, a Ukrainian corporation

 	 
	 	By:  	/s/ Yuri Burshtein
 	 
	 	 	Name (print):  	Yuri Burshtein 	 
	 	 	Title:  	President 	 
	 





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