Form Of Subscription Agreement

Purchaser: _________________


SUBSCRIPTION AGREEMENT


ARISTO INTERNATIONAL CORPORATION


Aristo International Corporation 152 West 57 Street New York, New York 10019


Gentlemen:


1. Subscription. The undersigned hereby subscribes for and agrees to purchase from Aristo International Corporation, a Delaware corporation (the "Company"), an aggregate of __________ shares of the common stock, par value $.001 per share (the "Shares"), of the Company, at a purchase price of $_______ per Share. Upon execution of this Agreement by both the undersigned and the Company, this Agreement will be binding between the undersigned and the Company with respect to the terms and conditions described below.


2. Amount and Method of Payment. The undersigned understands and acknowledges that the aggregate purchase price to be remitted to the Company in exchange for the Shares shall be $_____________. The undersigned agrees to pay for the Shares simultaneously with the execution hereof, against delivery of certificates representing the number of Shares subscribed for.


3. Representations and Warranties of the Purchaser. The undersigned acknowledges, represents, warrants and agrees as follows:


(a) Accredited Investor. The undersigned is aware of what constitutes an "Accredited Investor" as that term is defined under Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"), and under the laws, if any, of each state governing the undersigned, and the undersigned is an Accredited Investor for purposes of Regulation D and the laws, if any, of the state governing the undersigned. The undersigned is able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing, the undersigned is able to hold the Shares for an indefinite period of time and has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such loss should occur.


(b) Evaluation of Risks. The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of, and bearing the


2 economic risks entailed by, an investment in the Company and of protecting the undersigned's interests in connection with this transaction. The undersigned recognizes that the undersigned's investment in the Company involves a high degree of risk.


(c) Due Diligence. The undersigned and/or the undersigned's advisor(s) has received such documents from the Company as requested by the undersigned, has carefully reviewed such documents, has had the opportunity to obtain any additional information necessary to verify the accuracy of the information contained in such documents and has been given the opportunity to meet with representatives of the Company and to have them answer any questions and provide any additional information regarding the terms and conditions of this particular investment deemed relevant by the undersigned, and all questions have been answered and requested information provided to the undersigned's full satisfaction. In making his decision to purchase the Shares, the undersigned has relied solely upon his review of the documents referred to above and this Agreement and independent investigations made by it or its representatives.


(d) Independent Counsel. The undersigned acknowledges that he has been advised to consult with his own attorney regarding legal matters concerning the Company and to consult with his tax advisor regarding the tax consequences of acquiring the Shares.


(e) No Distribution. The undersigned is acquiring the Shares for his own account for investment and not with a view to or for resale in connection with any distribution of the Shares. The undersigned has not offered or sold any portion of the Shares and has no present intention of dividing the Shares with others or of selling, distributing or otherwise disposing of any portion of the Shares either concurrently or after the passage of a fixed or determinable period of time or upon the occurance or non-occurance of any predetermined event or circumstance.


(f) No Registration. The undersigned understands that the sale of the shares has not been registered under the Act in reliance upon an exemption therefrom for non-public or limited offerings. The undersigned understands that the Shares must be held indefinitely unless the sale or other transfer is subsequently registered under the Act or an exemption from such registration is available at that time.


(g) Transfer Restrictions. The undersigned understands and agrees that in addition to the restrictions set forth in this Agreement, the following restrictions and limitations are applicable to his purchase and any resales, pledges, hypothecations or other transfers of the Shares:


(i) The following legend reflecting all applicable
restrictions will be placed on any certificate(s) or
other document(s) evidencing the Shares and the
undersigned must comply with the terms and conditions
...