**EXHIBIT 10.51**
**TERMINATION AGREEMENT**
     This **Termination Agreement**(“Agreement”) is made and entered into as of the 31stday of December, 2004 (“Effective Date”), by and between AESP, Inc., f/k/a Advanced ElectronicSupport Products, Inc. (“AESP”), a Florida corporation, Yuri Burshtein (Burshtein) and AESPUkraine, 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 “PurchaseTransaction”) from AESP the outstanding common stock of AESP Ukraine; and
     **WHEREAS,**in connection with the Purchase Transaction, and to document its obligation to paythe Consideration, as that term is defined in the Purchase Agreement, Burshtein delivered apromissory 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 itsassets 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 moreparticularly set forth in the Purchase Agreement); and
     **WHEREAS,**the parties have agreed that as of the Effective Date of this Agreement, the Noteshall be cancelled, all guarantees and security pledged to secure the Note shall be cancelled andBurshtein’s obligations under the Purchase Agreement with respect to the operation of AESP Ukraineso 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 byBurshtein has been returned to Burshtein). 2.  The pledge of the stock of AESP Ukraine securing the Note is hereby cancelled, and AESP shallforthwith take steps to formally deliver the certificates representing the shares of AESPUkraine in their possession to Burshtein (or execute such documents as are otherwise requiredto effect such transfer).
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3.  The Guaranty of AESP Ukraine of the Note is hereby terminated and cancelled, and thecorresponding 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 exclusivesupplier for connectivity products until the Note is paid in full; and  B.  Article VII of the Purchase Agreement pursuant to which AESP Ukraine andBurshtein agreed to operate AESP Ukraine in a certain manner so long as the Noteremained 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 futureto AESP for orders purchased by AESP Ukraine shall not be cancelled by this Agreement andshall remain fully payable. 6.  Burshtein and AESP Ukraine hereby fully and forever release, acquit, discharge and holds AESPharmless 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 lawor equity or otherwise, which Burshtein or AESP Ukraine ever had, now has or may now have, orwill have in the future, by reason of any matter, cause or thing whatsoever, from thebeginning of the world and all times thereafter, including without limitation all mattersarising out of the Purchase Agreement. 7.  This Agreement contains the entire understanding of the parties in respect of its subjectmatter and supersedes all prior agreements and understandings (oral or written) between oramong the parties with respect to such subject matter. 8.  This Agreement may not be modified, amended, supplemented, canceled or discharged, except bywritten instrument executed by all parties. 9.  The rights and obligations of thisAgreement shall bind and inure to the benefit of the parties and theirrespective successors and assigns. Nothing expressed or impliedherein shall be construed to give any other person or other entity anylegal or equitable rights hereunder. Except as expressly providedherein, the rights and obligations of this Agreement may not beassigned by either party without the prior written consent of theother parties. 10.  This Agreement may be executed in any number ofcounterparts, each of which shall be anoriginal but all of which together shallconstitute one and the same instrument. Afax signature of any party shall beconsidered to have the same binding legaleffect as an original signature.
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     **IN WITNESS WHEREOF**, the parties have executed this Agreement the day and year first abovewritten.              /s/ Yuri Burshtein   Yuri Burshtein            **AESP, INC.**, a Florida corporation