Form Of Subscription Agreement

SUBSCRIPTION AGREEMENT


_______________, 2002


AESP, Inc. 1810 N.E. 144th Street North Miami, Florida 33181


Gentlemen:


1. The undersigned hereby subscribes for the number of shares of Common Stock, $.001 par value per share (the "Shares") of AESP, Inc. (f/k/a Advanced Electronic Support Products, Inc.), a Florida corporation (the "Company"), set forth on the signature page hereto. The offering price for the Shares is US $1.00 per Share and a minimum investment of Ten Thousand Dollars ($10,000) is required, which minimum may be waived in the sole discretion of the Company. No fractional shares will be offered and sold hereunder. The Company is offering (the "Offering") the Shares subject to the terms and conditions described in the Offering Documents, to which this Subscription Agreement is attached.


The undersigned agrees that this subscription is and shall be irrevocable (except as provided by law or the terms hereof), however the undersigned's obligations hereunder shall terminate if this subscription is not accepted by the Company.


The undersigned understands that the Company will notify the undersigned as to whether this subscription has been accepted or rejected. Subscriptions may be accepted or rejected by the Company in its sole discretion. The Shares are being offered by the Company on a "best efforts" basis; provided, however, that this Offering may be terminated at any time by the Company, irrespective of the amount of Shares subscribed for and irrespective of the amount of gross proceeds so raised. If rejected, the checks tendered by the undersigned or the amount of money represented thereby will be returned to the undersigned forthwith and without interest or deduction. Any interest earned by the Company pending either termination or consummation of the Offering, will be used by the Company to offset the expenses of this Offering. The Shares are being offered by the Company on a "best efforts" basis, and the Company, provided however, that this Offering may be terminated at any time by the Company, irrespective of the amount of Shares subscribed for and irrespective of the amount of gross proceeds so raised. The Company may, in its sole discretion, reject any offer to purchase Shares in the Offering from any Investor or may limit the number of Shares to be purchased by any such Investor.


An investment hereunder is suitable only for persons who have adequate means of providing for their current needs and personal contingencies and have no need for liquidity in their investment. The Shares are only being offered hereunder to those persons who represent that they can bear the complete economic loss of their investment in the Company. The Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being offered in reliance upon an exemption from the registration requirements


thereunder, and in a manner that is intended to comply with the requirements of Section 4(2) of the Act and Rule 506 of Regulation D, promulgated thereunder.


Offers and sales of the Shares hereunder will be made only to persons who satisfy the conditions set forth herein and in the Offering Documents, and who also represent in writing to the Company that, in connection with evaluating the merits and risks of an investment in the Company, they have such knowledge and experience in financial and business matters generally, that they are capable of evaluating the merits and risks of an investment in the Company.


THE MERITS OF THESE SECURITIES HAVE NOT BEEN PASSED UPON BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY OR GOVERNMENTAL AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT REVIEWED, NOR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERING DOCUMENTS.


NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE OFFERING DOCUMENTS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED UPON. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


THE OFFERING DOCUMENTS HAVE BEEN PREPARED IN THE ENGLISH LANGUAGE AND NO AUTHORIZED TRANSLATION HAS BEEN MADE. ALL INVESTORS BY SUBSCRIBING FOR THE SECURITIES MUST AGREE THAT THEY ARE FULLY CONVERSANT IN THE ENGLISH LANGUAGE TO MAKE AN INFORMED DECISION REGARDING ANY SUCH INVESTMENT IN THE COMPANY.


THE DELIVERY OF THE OFFERING DOCUMENTS SHALL NOT UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.


The Shares duly subscribed for and paid for hereunder will be issued upon acceptance of the subscriptions by the Company.


2. The undersigned investor ("Investor") represents, warrants and acknowledges that:


(a) There are substantial risks involved in investing in the Company, as set forth in the Offering Documents;


(b) No federal or state agency has passed upon the securities offered herein or made any finding or determination as to the fairness of this investment;


(c) Investor should only invest in the Company dependent upon Investor's particular circumstances. The information contained herein is not complete, no private placement memorandum has been prepared other than the Offering Documents, consisting of the


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description of the Company, its business and the Offering, and the subscription documents, of which this Subscription Agreement is a part. An Investor should confer with and rely on Investor's own investment and tax advisors as to the substantial risks inherent in an investment herein. The Company and its representatives make no representation or warranties with respect to the Company except as specifically set forth herein;


(d) The Company will provide Investor with the opportunity to meet and confer with the Company regarding all aspects of the Company and its business, and will afford Investor the opportunity to obtain any additional information, concerning the Company, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; and


(e) Investor hereby represents, warrants, and acknowledges that the undersigned is fully aware and understands completely the business of the Company and its financial condition, as described herein.


3. Investor agrees that this subscription is and shall be irrevocable, however Investor's obligations hereunder will terminate if this subscription is not accepted by the Company, in its sole d ...