exv10w41



 






EXHIBIT 10.41




Agreement on Transfer of Ownership

Interest




concluded
between:


the company Apron, s.r.o.

Id. No.: 47913304

having its seat at Sobolákova 309, 148 00

Praha 4, Kunratice,

     registered with the Commercial Register
kept by the Municipal Court in Prague, Section C, Insert No. 91956


acting by the company director Ing. Ivo
Kravácek

(hereafter the “Purchaser“)


and


the company AESP, Inc.,

having its seat at 1810 N.E. 144th Street, North Miami, FL 33181, U.S.A.

     acting by the Chief Executive Officer Mr. Slav Stein 

(hereafter the: “Transferor“) 


(Transferor and Purchaser together referred to as “Contractual Parties”)



Preamble




From 17 September 1993 the Managing Director of the Purchaser has been
constantly the managing director of INTELEK spol. s r.o., having its seat at
Vlárská 953/22, 627 00 Brno, the Czech Republic, registered with the Commercial
Register kept by the Regional Court in Brno, Section C, Insert No. 12338, Id.
no.: 49446118 (hereafter the “Company”). Until 29 August 2001 the Managing
Director of the Purchaser was also the Company’s shareholder. The Purchaser
expressly declares that with regard to the above-mentioned, he is familiar both
with the Company as well as with all the Company’s



 









 








business activities and
relations, its economic status, including all of its rights and duties.



On 14 January 2005 the Managing Director of the Purchaser and the Transferor
concluded a Letter of Intent, in which they expressed their intent to enter
into an agreement on transfer of ownership interest, based on which the
Transferor would transfer its ownership interest in the Company to the Managing
Director of the Purchaser. Contractual Parties agreed that the Purchaser will
enter into this contract instead of its Managing Director.



With regard to the above-mentioned, the Contractual Parties agreed within the
meaning of Sect. 115 Commercial Code on the following conditions of the
transfer of ownership interest from the Transferor to the Purchaser:



§ 1

Ownership interest





	1.  	The Transferor is the sole shareholder of the Company.
	 
	2.  	The ownership interest of the Transferor in the Company in the amount of 100
% corresponds to the contribution into the registered capital of the Company in
the amount of CZK 15,000,000. The registered capital of the Company has been
fully paid up.





§ 2

Transfer of ownership interest, accession


to the Memorandum of Association and

declaration of the Transferor





	1.  	The Transferor hereby transfers to the Purchaser and the Purchaser hereby
accepts from the Transferor the entire




 









 






	   	ownership interest in the Company.
	 
	2.  	The Purchaser hereby becomes the sole shareholder of the Company, holding an
ownership interest representing 100 % of the registered capital of the Company,
which corresponds to the contribution into the registered capital of the
Company in the amount of CZK 15,000,000.
	 
	3.  	The Purchaser expressly declares that it accedes without limitation to the
Memorandum of Association of the Company in its current wording and that it is
familiar with the contents thereof.
	 
	4.  	The Transferor expressly declares that there are no third party rights
hindering the transfer of the ownership interest in the Company pursuant to
this Agreement. The Transferor further expressly declares that neither the
Transferor nor its employees have been acting on behalf of the Company prior to
the execution hereof without a knowledge of the Purchaser.
	 
	5.  	The Transferor expressly declares to indemnify the Purchaser without undue
delay at the latest however within 30 days from the demand for the payment for
any and all potential claims including legal costs in reasonable amount validly
asserted against the Purchaser or the Company by third parties concerning
rights to the ownership interest transferred pursuant hereto (in case of legal
representation of the Purchaser for the purpose of defense against potential
claims, the Transferor shall pay also an attorney’s retainer if required in
reasonable amount within the same period of time after receipt of the demand
for payment as stipulated above). The Purchaser undertakes to




 









 






	   	take any and all
measures for defense against any such potential claims.





§ 3

Consideration for the transfer of

ownership interest





	1.  	In return for the transfer of the ownership interest the Purchaser shall
provide to the Transferor a consideration in the amount of USD 940,000 (in
words: nine hundred forty thousand US dollars), hereafter the “Consideration”,
to be paid to the Transferor’s account no. XXXXXXXXXXXXXXX, kept with XXXXX
Bank, in the name of Advanced Electronic Support Products, Swift Code: SNTR US
3A, as follows:
	 
	   	a) the amount of USD 375,000 (in words: three hundred seventy five thousand US
dollars) at the latest within eighteen days following the execution hereof,
	 
	   	b) the amount of USD 25,000 (in words: twenty five thousand US dollars) at the
latest within thirty days following the execution hereof,
	 
	   	c) the amount of USD 540,000 (in words: five hundred forty thousand US dollars)
at the latest in 10 quarterly installments, each in the amount of USD 50,000
(in words: fifty thousand US dollars), payable always on 1 January, 1 April, 1
July and 1 October of each calendar year; the first installment is due on 1
July 2005, and by the eleventh installment amounting to USD 40,000 (in words:
forty thousand US dollars) due on 1 January 2008.




 









 






	   	The Purchaser is entitled to pay the outstanding part of the Consideration also
prior than as stated above in this Para.
	 
	   	The Transferor undertakes to issue a confirmation that an individual
installment of the Consideration has been paid within 15 days after such
payment (the confirmation shall contain a company’s stamp, signature and an
account no., to which the installment has been paid, the reason of the payment
and the order of the Consideration installment). A term for payment of the
following installment of the Consideration shall be postponed by the time, by
which the issuing of the above-mentioned confirmation has deferred.
	 
	2.  	The Contractual Parties have further stipulated that the Consideration shall
be paid to the Transferor without withdrawal of any taxes, fees or levies of
whatever kind.
	 
	3.  	The Contractual Parties have agreed for the case of Purchaser’s delay with
the payment of the Consideration an interest rate amounting to 20 % p.a., where
the interest shall start to run from the tenth day of Purchaser’s delay with
the payment of the Consideration. The Contractual Parties agree as condition
subsequent upon that this Agreement shall become void from the beginning in the
event that the Purchaser gets into delay with the payment of the first
installment of the Consideration mentioned in Para. 1 lit. a) of this Section
hereof for more than 10 days, whereas in such case the Transferor shall return
to Ing. Ivo Kravácek, birth no. 610920/1461, resident at Dominikánské
nám. 8, 602 00 Brno, (hereafter as “Ing. Kravácek”), within




 









 






	   	30 days the declaration of guarantee, issued by him in order to secure a portion of the
Consideration specified in Sect. 3 Para. 1 lit. c) hereof (see Sect. 5 hereof).
	 
	4.  	The Contractual Parties further stipulate that in case the Purchaser gets
into delay with the payment of any installment constituting the Consideration
by more than 30 days, and fails to make remedy for the delayed payment even in
the additional time-period of 30 days following the Transferor’s written call
for payment, then the Transferor is entitled to withdraw from this Agreement.
In such case the Transferor shall return to Ing. Kravá...ek within 30 days
the declaration of guarantee, issued by him in order to secure a portion of the
Consideration specified in Sect. 3 Para. 1 lit. c) hereof (see Sect. 5 hereof).
In case the Purchaser gets into delay with the payment of any two consecutive
installment of the Consideration specified in Sect. 3 Para. 1 lit. c) hereof,
the remaining part of the Consideration becomes due, if the Purchaser fails to
make remedy for the delayed payment even in the additional time-period of 45
days following the Transferor’s written call for payment, in such case the
delay payment interest shall amount to 6 % p.a. from the unpaid balance of the
Consideration, commencing on the 46th day after the above mentioned
written call for payment.
	 
	5.  	Should any third party raise with the court or similar body towards the
Purchaser any claim to the ownership interest on th Company which the




 









 






	   	Purchaser
shall acquire pursuant hereto, the Purchaser shall pay the outstanding
installments of the Consideration into custody kept with JUDr. Bohdan Hallada,
notary seated at Praha 1, U PraÓné brány 1078/1, or with another notary ,
in case the custody with the notary should not be possible. The funds shall be
released from the custody without undue delay after the decision in such
proceeding becomes final and valid, in the following way:
	 
	   	a) to the Purchaser in the whole amount, in case it is decided, that the
Purchaser is obliged to deliver the ownership interest acquired pursuant hereto
to a third party,
	 
	   	b) to the Purchaser, in case it is decided, that the Purchaser is obliged to
pay any financial amount to the third party due to his / her claim to the
ownership interest in the Company to the extent determined by the court ruling,
whereas the remaining amount shall be paid to the Transferor, or
	 
	   	c) to the Transferor, in case the proceeding shall end otherwise than stated in
lit. a) or b) above.
	 
	   	The funds shall also be released to the Transferor in case the proceeding
concerning the title to the ownership interest in the Company is discontinued
or the petition for the opening of the proceeding shall be withdrawn. This,
however applies only in case the ownership interest in the Company remains in
the ownership of the Purchaser and the Purchaser is not obliged to pay to the
third party the purchase price of the ownership interest in the Company or its
part.




 









 






	   	The interest accrued on the funds in custody shall be paid to that Contractual
Party, to which the funds shall be released to from the custody.
The costs of the custody shall bear the Transferor.
The Contractual Parties undertake to conclude a custody agreement with the
contents corresponding with the above, if necessary.





§ 4

Effectiveness of transfer





	1.  	The Contractual Parties are bound by this Agreement as of the day of the
execution hereof. Following the execution hereof the Transferor is not entitled
to take any legal acts on behalf of the Company.
	 
	2.  	The transfer becomes effective towards the Company as of the day of the
delivery hereof to the Company.





§ 5

Guarantee for Payment of Consideration




In order to secure the Purchaser’s payment of a portion of the Consideration
specified in Sect. 3 Para. 1 lit. c) hereof in the amount of USD 540,000 to the
Transferor, Ing. Ivo Kravácek shall make a declaration of guarantee,
which shall form an inseparable part of this agreement.



 









 








§ 6

Submission of the petition for the

registration of the transfer of ownership

interest with the Commercial Register





	1.  	A petition for the registration of the transfer of ownership interest
pursuant this Agreement shall be filed by the Purchaser, for which the
Transferor shall provide the Purchaser with all necessary co-operation, with
respect to the Para. 2 of this Section.
	 
	2.  	Together with the execution hereof the Parties and the Company shall sign a
petition for the entry of the transfer of the ownership interest pursuant to
this Contract into the Commercial Register. This petition shall be kept
together with four counterparts hereof (two for the ter Purchaser and two for
the Commercial Register) in custody with JUDr. Thu Nga HaÓkovcová,
advocate seated at Ovocný trh 1096/8, 110 00 Praha 1, (hereafter the
“Trustee”), from which the documents shall be released to the Purchaser
immediately after the Trustee receives from the Purchaser an original copy of
the bank account statement of the Purchaser, from which it would be obvious
that the first installment of the Consideration mentioned in the Section 3
Para. 1 lit. a) hereof has been credited from the Purchaser’s account to the
account of the Transferor mentioned in the Section 3 Para. 1 hereof, or if the
Trustee receives from the Transferor a confirmation that it may release the
documents to the Purchaser. The Contractual Parties and the Trustee shall
conclude an agreement regarding the custody of the above mentioned documents.
The costs of the custody shall be borne by the Transferor.




 









 











§ 7

Other provisions




     The Purchaser is entitled to use the designation Signamax or a designation
interchangeable therewith in relation to the Company or any other third party
only upon previous written consent of the Transferor.



§ 8

Secrecy, Press announcement





	1.  	The parties mutually undertake to preserve strict secrecy as towards third
parties concerning the contents of this Agreement, and only to divulge the same
in so far as they are obliged to do so by law.
	 
	2.  	The parties shall, immediately following the signature of this Agreement,
agree upon the content of notifications to the mass media and to Customers of
the Company concerning the conclusion of this Agreement.





§ 9

Delivery of Notifications




Written notifications for the Contractual Parties shall be delivered to the
addresses of the Parties as indicated herein unless the Parties inform each
other in the above-mentioned manner of a different mailing address.



§ 10

Priority of the Agreement




     The agreements of the Contractual Parties stipulated herein shall prevail over



 









 





any and all previous agreements of the Parties relating to the transfer of the
ownership interest in the Company from the Transferor to the Purchaser, namely
over the Letter of Intent referred to in the Preamble hereof.



§ 11

Final provisions





	1.  	This Agreement has been made out in six counterparts, of which each the
Transferor shall receive two copies and four copies shall be kept in custody
with the Trustee pursuant to Section 6 Para. 2 hereto. In case of discrepancies
between the individual language versions, the Czech version shall prevail.
	 
	2.  	In case any provisions of this Agreement become ineffective or are missing,
the effectiveness of the other provisions shall remain unaffected. Instead of
the valid or missing provision a provision shall be deemed to have been agreed
upon, which by sense and intention comes closest to the ineffective or missing
provision.
	 
	3.  	This Agreement is governed by the laws of the Czech Republic. In case a
court action shall be raised, the competent court to decide the case shall be
the general court in the place of the Company’s seat at the time when the
statement of action is filed.




Signed in Prague on March 4,
2005


/s/ Slav Stein




AESP, Inc.

Slav Stein

Chief Executive Officer


/s/ Ivo Kravacek





Apron s.r.o.

Ivo Kravacek

Managing Director


/s/ Ivo Kravacek





INTELEK spol. s.r.o.

IVO Kravacek

Company Director