Agreement

Between:

by Aesp Inc
September 7th, 2001

                                                                    EXHIBIT 10.1

  Agreement concerning the purchase and sale of Ownership Interest in INTELEK
     s.r.o having its seat Dominikanske nam. 8, 60200 Brno, Czech Republic

between:

Ing. Ivo Kravacek,
birth number: 610920/1461
Dominikanske nam. 8, 60200 Brno, Czech Republic

(hereinafter: "Transferor")

and

the company AESP Computerzubehor GmbH
having its seat Weissenfelderstr. 2, 85551 Kirchheim, Germany

represented by Dirk Beitat, Chief Executive

(hereinafter: "Purchaser")

                                   Preamble

The Transferor is the only participant in INTELEK s.r.o., hereinafter "The
Company", having its seat Dominikanske nam. 8, 60200 Brno, Czech Republic,
entered into the Commercial Register at the District Commercial Court in Brno,
C, file No. 12338, IEO 49 44 61 18.

The capital in the amount of CZK 200,000 has been fully paid to the Company. The
ownership interest of the Transferor is held in the amount of 100% of the basic
capital.

The parties have agreed on the following:

                                     (S) 1

                        Transfer of ownership interest

Transferor hereby transfers his entire ownership interest in the Company to the
Purchaser who accepts such transfer and accedes to the Articles of Association
of the Company in the actual wording. Details about the purchase are given in
Schedule 1 to this Agreement. Schedule 1 to this Agreement shall be signed in
- ----------                    ----------
the required form and entered with the Commercial register immediately after
signature of this Agreement. The transferred ownership interest represents 100%
of the net share capital of the Company.


                                     (S) 2

                        Purchase price, Mode of payment

1.   The total purchase price for the ownership interest of the Transferor
     amounts to CZK 40,000,000 (in words: forty million Czech Crowns), partially
     to be paid in cash, partially to be paid as 139,398 common stock in
     Advanced Electronic Support Products, Inc. valued by the parties at the
     moment of signature of the Agreement by CZK 16,000,000.

2.   The purchase price for the purchase of the ownership interest as far as to
     be paid in cash shall be paid as provided in Schedule 1 to this Agreement.
                                                  ----------

3.   The common stock to be transferred as compensation for the ownership
     interest to be transferred under this Agreement shall remain locked
     completely until Aug 31, 2002, reduced to two-thirds stock remaining locked
     until Aug. 31, 2003, the rest to be released by Aug 31, 2004, unless
     arbitration proceedings have been started by the Purchaser for breach of
     the Provisions of this Agreement of the Warranties within the time limit of
     (S) 4. In such case Purchaser shall be entitled to continue this locking
     period until the arbitral award has been rendered. Purchaser shall use its
     best efforts to achieve registration of the stock in favour for the
     Transferor no later than 12 months from effectiveness of the Agreement,
     else Transferor shall be entitled to demand immediate registration. This
     stock shall also save as security for the compliance of the Transferor with
     the Warranties and other provisions of this Agreement.

4.   In case of late payment of the second cash payment as set out in paragraph
     3 above, an interest rate of 20% p.a. shall be applicable. In case any
     payment of cash is more than 90 days overdue Transferor shall have the
     right to withdraw from this Agreement, which means this Agreement is being
     cancelled from the beginning and all the consideration paid to Transferor
     for the ownership interest in the Company is not to be returned- but shall
     be considered a contractual penalty which will Purchaser pay to Transferor
     for such case. This right of withdrawal however does not exist, should
     Purchaser before one year from effectiveness of this Agreement have started
     Arbitration Proceedings according to (S) 14 for a breach of the Warranties
     or the provisions of this Agreement and for a higher value than USD 400,000
                                         ---
     and transferred the second cash payment to an escrow account with a Czech
     ---
     notary named by the Transferor or, should the Transferor not have named a
     notary within three working days after being demanded to name such notary,
     to a Czech notary of his choice. The amount from the escrow account shall
     be paid out to the Transferor after the arbitral award should the arbitral
     award not state the obligation of the Transferor to pay damages to the
     Purchaser of more than USD 300,000, in the other case the damages decided
     on by the arbitration court will partially be covered by the second cash
     payment.


5.   Until cash payment of the price of the company has been completely
     effected, Purchaser shall not without a written permission of the
     Transferor, transfer (sell) ownership interest in Intelek s.r.o. to third
     parties and/or give as security to third party except for bank guarantees.
     In case of breach Purchaser will pay to the Transferor a contractual
     penalty of EUR 50,000 for each case.

                                     (S) 3

                                  Warranties

The Transferor warrants to the Purchaser within the scope of the limitations of
(S) 4 the following:

1.

a)   The details contained in this Agreement, including the Preamble and the
     Schedules as far as could be known by the Transferor, are true and
     accurate.

b)   On the date of execution of this Agreement, the Transferor has full,
     exclusive and absolute ownership interest in the Company, there are no
     liens or other rights of third parties to the ownership interest in the
     Company or any limitation to transferring it to the Purchaser and that by
     transferring the ownership interest in the Company to the Purchaser, he
     transfers all rights usually connected to the ownership interest in Czech
     companies including the rights to any dividends or distributions for the
     current financial year or prior years.

c)   All documents made available to the Purchaser (or its representatives) in
     course of the negotiations between the parties and the financial due
     diligence review effected by BDO s.r.o. in July/August 2001 pertinently
     reflect the actual legal and financial situation of the Company; they are
     true, not misleading and complete and give a true and fair view of the
     Company at the date hereof.

2.

a)   On the date of execution of this Agreement, the Company is a legal entity
     properly existing under Czech law.

b)   The Articles of Association of the Company as of 13.7.2001 are the current
     Articles of Association, a copy there of has been delivered to the
     Purchaser.

c)   As of the date of execution of this Agreement, no liquidation has been
     resolved for the Company nor, to the knowledge of the Transferor, has an
     insolvency petition been filed against the Company.

d)   There is no obligation of the part of the Transferor or another party to
     provide further funds to the equity capital of the Company or to provide
     finance.


e)   There are no contracts between the Company and the Transferor or companies
     or persons associated with the Transferor with a value of more than USD
     5,000 (per year) with the exception of loan contracts mentioned the BDO due
     diligence report.

3.

a)   The financial statements 1999 and 2000 of the Company have been prepared in
     accordance with standard accounting principles under the applicable Czech
     law and the generally recognized Czech accounting principles, whilst
     maintaining balance sheet consistency, and they provide a picture of the
     assets, finance and earnings situation of the Company which corresponds to
     the actual situation of the Company at the date of such financial
     statement. No profits have been distributed by the Company for 2000 or
     2001. The Company has no material debt, liability or obligation of any
     nature, whether accrued, absolute, contingent or otherwise, and whether due
     or to become due, that are not reflected or reserved against in the
     financial statements 1999 and 2000, be it required to make such reserve
     under the law or not. The receivables of the Company are of full commercial
     value and collectable or reserved against in the financial statements 1999
     and 2000.

b)   Since June 30, 2001 the business of the Company has been conducted in the
     ordinary course of business in accordance with correct business principles,
     and the letter of intent dated June 14, 2001 with the exception of the
     transactions set out in Schedule 2, there has been no material adverse
                             ----------
     change of the financial or commercial situation or prospects of the Company
     since that date.

c)   The Company is the sole owner and has good and valid legal title to all
     assets (real and moveable, tangible and intangible) reflected in the
     financial statement for 2000, without any rights or interests of third
     parties except for customary retention of title of suppliers in supplied
     goods and assets disposed of since June 30, 2001 within the ordinary course
     of business. Since that date the Company has not made any dispositions in
     relation to substantial assets, assumed substantial obligations, provided
     security or assumed other encumbrances beyond the normal course of
     business.

4.   No overdue liabilities of the Company exist towards Czech tax or customs
     authorities, the Company has complied with its duties under the relevant
     tax laws. There are no circumstances which may give rise to any dispute
     with any relevant tax/customs authority in relation to the Company's
     liability or accountability for taxation or any claim made by such
     authority.

5.   The Company is registered for VAT and has complied with the corresponding
     provisions.

6.   As of the date of this Agreement, the Company is not party to any dispute
     for more than CZK 1,000,000 nor is the Transferor  aware of such dispute,
     court proceedings or arbitration threatening for a higher amount  with the
     exception of the claims made by the Company in the "Teltek spol. s r.o."
     case. The Company is not exposed to any product liability claims.


7.

a)   Specimen contracts of the normal contracts of employment of the Company
     have been made available during the financial due diligence.

b)   As of the date of this Agreement, the Company is not involved in any major
     industrial dispute with a trade union or organization of employees.

c)   As of the date of this Agreement, the Company does not operate a ownership
     interest option programme for the employees or members of company bodies.

d)   As of the date of this Agreement, the Transferor is not aware of any
     employee intending to leave the Company within the next 6 months unless set
     out in Schedule 3.
            ----------

8.   To the best of the knowledge and belief of the Transferor, no official
     order exists, as of the date of this Agreement, which prohibits or
     substantially restricts the operations of the Company in the current
     facilities and in the current scope, nor is there a threat of such an
     order.

9.   The Company is the owner of the trademark INTELEK registered in the Czech
     Republic under file number 182800 and the trademarks listed in Schedule 4
                                                                    ----------
     as well as of the internet domains www.intelek.cz, www.solarix.cz. To the
     best of the knowledge and belief of the Transferor, neither trademarks,
     patents nor other industrial property rights (irrespective of whether or
     not such are registered) have been infringed by the Company, nor is the
     Transferor aware of any claim against the Company on account of any such
     infringement of such rights as of the date of the Agreement. The Company
     holds all the software licenses needed for its ordinary course of business.

10.  The Company has the normal insurance coverage in the business, with
     adequate coverage. To the best of the knowledge and belief of the
     Transferor, the Company has punctually paid all insurance premiums, and has
     not done or omitted to do anything which could lead to the insurance
     contract mentioned being invalidated.

11.  As of the date of this Agreement, the Transferor is not aware of any
     suppliers/distributors/customers intending to terminate their contractual
     relationship to the Company because of the present acquisition, nor do
     important contracts, including but nor limited to leases, customer
     contracts, of the Company contain "change of control" provisions.

12.  To the best knowledge and belief of the Transferor, there is no cause in
     existence or threatening that would lead a diligent businessman to refrain
     from the acquisition intended under this Agreement.


As far as the upper provisions refer to the knowledge of the Transferor, the
knowledge he has acquired in his function as Chief executive of the Company is
attributable to him.

                                     (S) 4

              Legal consequences in case of breach of warranties

1.   Should any of the warranties set out in (S) 3 prove not to be correct, it
     shall be the responsibility of the Purchaser, by registered letter, setting
     a reasonable extension of time of at least 4 weeks, to call upon the
     Transferor to create the conditions provided in the Agreement. Such demand
     and term shall not be necessary where it is not possible for the Transferor
     to create the conditions provided in the Agreement, or if he refuses to
     act. If the setting of an extension of time is not necessary, or if the
     conditions provided in the Agreement have not been created by the
     Transferor by the expiration of the extension of time, the Purchaser shall
     be entitled to claim compensation for damage in accordance with para. 3.
     Further-reaching statutory rights, in particular rescission or
     cancellation, are not excluded

2.   It shall be the obligation of the Purchaser to inform the Transferor
     immediately of any claims of third parties, including governmental
     authorities, in so far as such could lead to the arising of a breach of
     warranty. In such case, the Purchaser shall give the Transferor the
     possibility, at his absolute discretion, of defending such claims, at his
     own cost and in his own name or for the Company, and the Purchaser
     undertakes to ensure the necessary co-operation of the Company in the
     defense of such claims. To the extent that a breach of warranties has
     arisen but recourse can be taken against third parties, the Purchaser shall
     be obliged to enable the enforcement of the rights of recourse by the
     Transferor in analogous application of this paragraph. The limitation
     period of para. 4 shall, for this possible breach of warranty, be extended
     correspondingly by the duration of the recourse proceedings, and the claim
     of the Purchaser shall be reduced by the amount obtained in the recourse
     proceedings. Claims arising from the breach of warranties may only be
     asserted if the procedure described in paras. 1 and 2 is followed.

3.   In the case of warranties proving to be incorrect, the Transferor shall be
     obliged to compensate the cost incurred by the Purchaser which is necessary
     for the Purchaser and/or the Company to create the conditions provided in
     the Agreement, or to compensate the damage which has arisen from the fact
     that the conditions provided in the Agreement, either in whole or in part,
     cannot be created. Compensation shall be payable for the expense actually
     incurred, as evidenced by corresponding proof, in so far as such is
     reasonable. Any advantages incurred by the Purchaser or the Company in
     connection with the expense arising shall be taken into account in the
     calculation.


4.   Claims against the Transferor on account of breach of warranties under (S)
     3 may only be made within 24 months following the signature of this
     Agreement, i.e. may be claimed by giving precise information by registered
     letter of the warranty breached, the circumstances from which the breach
     arises, the damage incurred and/or the estimated expense. In order to be
     enforceable, a corresponding claim must be lodged within eight weeks
     following the assertion of the claim in arbitral proceedings, unless the
     parties agree an extension of this period. This does not relate to claims
     on account of a breach of the warranty (S) 3 para.4. Such claims shall
     lapse by limitation 7 years following the signature of this Agreement.
     Claims made on account of breach of (S) 3 1.b) shall not be affected by the
     above para. 4.

5.   Claims arising from the breach of warranties may only be made where they
     exceed the amount of CZK 400,000 in any individual case and the amount of
     CZK 1,000,000 in total.


                                     (S) 5

                                Chief Executive


The Transferor shall continue for a period of at least twohree years to exercise
the function of Chief Executive of the Company. Immediately after signing of
this Agreement, he shall sign the mandate agreement enclosed as Schedule 5.
                                                                ----------


                                     (S) 6

                       Other obligations of the parties


1.   From the day of signing of this Agreement the Transferor shall refrain
     from using the denomination "Intelek" or any denomination capable of being
     confused with such denomination in any other circumstance than in
     connection with the business of the Company, in particular he shall not use
     the denomination in connection with any private business.

2.   From the day of signing of this Agreement for a duration of at least
     three years, the Transferor shall not engage or carry out any activities
     which represent direct or indirect competition to the business of the
     Company or of the Purchaser in the Czech Republic, that is


     distribution of telecommunications and network components as well as
     assembly of cables.

3.   The Transferor shall not directly or indirectly employ any of the present
     employees of the Company for the duration of three years from the day of
     signing of this Agreement.

4.   The Transferor is liable to pay a contractual penalty to the Purchaser in
     the amount of EURO 50,000 for each breach of his duties stipulated under
     paras. 1-3, should a breach continue for a longer time, each month in which
     such breach has occurred shall be considered as individual breach. Further
     claims of the Purchaser, in particular damages, are not excluded by the
     contractual penalty.

5.   Purchaser shall take all reasonable efforts to release the Transferor from
     his personal liabilities with Volksbank CZ a.s. and Citibank no later than
     August 31, 2003. In case the company fail to refinance the loans the
     transferor will continue till the refinancing will be achieved.

6.   Until the Transferor is released from the personal liabilities set out in
     Paragraph 5 above, the following actions by the Company will require the
     written permission of the Transferor:

     a)   Raising of further limits of credit line by the Company in excess of
          CZK 3 million
     b)   Decisions on any payment of any dividends or other distributions
          except in the normal course of the business
     c)   Liquidation, dissolution or winding up of the Company
     d)   Any change of the signatory right on behalf of the Company, including
          signing rights with regard to withdrawing or transferring money from
          the Company's bank accounts (for Company bank accounts shall receive
          single signing power the Transferor, Mr. Dirk Beitat, Mr. Slav Stein)

     The Purchaser is liable to pay a contractual penalty to the Transferor in
     the amount of EURO 50.000,-- for each breach of his duties stipulated under
     paras. a-d, should a breach continue for a longer time, each month in which
     such breach has occurred shall be considered as individual breach. Further
     claims of the Purchaser, in particular damages, are not excluded by the
     contractual penalty.

7.   Moreover, the Purchaser undertakes to ensure the transfer of the 50 % of
     ownership in real estate in Brno, building No. 183 on plot No. 1197
     registered in the land register in


     Brno, Kralovo Pole property list 2879 from the Company to the Transferor
     for book value no later than Aug 31, 2003.


                                     (S) 7

                             Committee Reservation


All the contracting parties declare that they are fully entitled to conclude
this Agreement and contracts associated herewith, and to carry out actions in
connection therewith with the exception of the approval to that transaction by
governmental and regulatory authorities and lenders of the Purchaser

                                     (S) 8

                         Legal succession; Assignment

1.   The parties undertake to impose the obligations of this Agreement in their
     full scope on any legal successors.

2.   The assignment of claims arising from this Agreement is only possible with
     the prior written consent of the other parties. In this connection, the
     Transferor expressly agrees now to a possible assignment of claims of the
     Purchaser to affiliated companies in the sense of (S) 15 German AktG.

                                     (S) 9

                          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 signature of this Agreement, agree
     upon the content of notifications to the mass media and to Customers of the
     Company concerning the conclusion of the Agreement.


                                    (S) 10

                                    Service


Service of notices to the parties of this Agreement with effect for them shall
in each case be sent to the postal address indicated in this Agreement, for the
attention of the management.

                                    (S) 11

                                   Schedules

All Schedules to this Agreement form an inseparable part of the same. In the
case of contradictions between the wording of the Schedules and the above text,
the above text shall prevail.

                                    (S) 12

                              Salvatorian Clause

Should individual provisions of this Agreement be invalid or incapable of
performance, or this Agreement contain omissions, the validity of the remaining
provisions shall not be thereby affected. In place of an invalid provision or a
provision incapable of performance, such valid provision shall be deemed to be
agreed as, so far as possible, corresponds to the intent and purpose of the
invalid provision. In the case of omissions, a provision shall be deemed to be
agreed which corresponds to that which, in accordance with the intent and
purpose of this Agreement, would have been agreed, had one considered the matter
at the outset.


                                    (S) 13

                      Stipulation as to the written form


Any amendments or supplements to this Agreement require to be made in writing
unless a mandatory provision requires another form.

                                    (S) 14

                              Arbitration Clause

All disputes arising out of or in connection with this Agreement shall be
finally determined by one or more arbitrators appointed in accordance with the
Rules of Arbitration and Conciliation of the International Court of Arbitration
of the Wirtschaftskammer Osterreich in Vienna (Vienna Rules). The number of the
arbitrators shall be three unless the parties agree upon a single arbitrator.
Prague shall be the place of arbitration; the language of the arbitration shall
be English. Costs and legal fees of the arbitration shall be borne respectively
according to the success in arbitration as determined by the Arbitration Court.

                                    (S) 15

                            Language; Choice of law

1.   This Agreement has been drawn up exclusively in the English language.
     Should other language versions exist, the English version shall always be
     applied in priority in questions of interpretation. The communication
     between the parties may be in German or English.

2.   For this Agreement the application of German substantive law is agreed in
     so far as mandatory provisions under Czech law do not stipulate the
     applicability of Czech law.

3.   This Agreement supersedes the Letter of Intent of June 14, 2001, all
     parties declaring that upon effectiveness of the Agreement they have no
     mutual claims against each other.


Prague, dated August 29, 2001



     /s/ Ivo Kravacek                 /s/ Dirk Beitat
     ----------------                 ---------------

     Ing. Ivo Kravacek               AESP Computerzubehor GmbH



Taken knowledge of the transfer of ownership interest

Prague, dated Aug. 29, 2001


          /s/ Ivo Kravacek
          ----------------

          INTELEK s.r.o.
          Ing. Ivo Kravaeek