<PAGE>
EX. 4.1 - FORM OF WARRANT AGREEMENT
BETWEEN THE COMPANY AND THE WARRANT AGENT

                                WARRANT AGREEMENT

      WARRANT AGREEMENT dated as of April 30, 2003 between AESP, Inc., a Florida
corporation, having its principal place of business at 1810 N.E. 144th Street,
North Miami, FL 33181, (the "Company") and Continental Stock Transfer & Trust
Company, a New York corporation, having its principal place of business at 17
Battery Place, New York, New York 10004 (the "Warrant Agent").

                              W I T N E S S E T H :

      WHEREAS, the Company proposes to declare a dividend to be distributed to
the holders of record on April 10, 2003 of its common stock, par value $.001 per
share ( the "Common Stock") as a non-transferable warrant to purchase one share
of its Common Stock for each share of Common Stock then held by its record
holders (the "Warrants");

      WHEREAS, the Warrants shall be evidenced by certificates substantially in
the form of Exhibit A annexed hereto (the "Warrant Certificate");

      WHEREAS, the Warrants will have an (i) initial exercise price of $1.50 per
share of Common Stock for the 90 day period commencing on the date following the
effectiveness of the registration statement covering the shares of Common Stock
underlying the Warrants ("Exercise Date"), (ii) an exercise price of $2.50 per
share for the subsequent 90 day period following the completion of the 90 day
period referred to in (i) above and (iii) an exercise price of $5.50 per share
for the balance of the term of the Warrants,, subject to certain adjustments
(the "Warrant Price");

      WHEREAS, the Warrants will be exercisable commencing on the Exercise Date
until a date which is the first anniversary of the date of the effectiveness of
the registration statement covering the shares of Common Stock underlying the
Warrants ("Expiration Date"), unless extended by the Company;

      WHEREAS, the Warrants will not trade separately from the Common Stock and
are non-redeemable;

      WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act in connection with the
issuance, registration, transfer, exchange and replacement of the Warrant
Certificates and exercise of the Warrants; and

      WHEREAS, the Company and the Warrant Agent desire to set forth in this
Agreement the terms and conditions upon which the Warrant Certificates shall be
issued, transferred, exchanged and placed and the Warrants exercised, and to
provide for the rights of the holders of the Warrants;
<PAGE>
      NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and the respective undertakings herein below set forth, the
Company and the Warrant Agent agree as follows:

                                    ARTICLE I

                       ISSUANCE AND EXECUTION OF WARRANTS

      SECTION 1.01      The Company hereby appoints the Warrant Agent to act on
behalf of the Company in accordance with the terms and conditions herein set
forth, and the Warrant Agent hereby accepts such appointment and agrees to
perform the same in accordance with such provisions.

      SECTION 1.02      The Warrant Certificates for the Warrants shall be
issued in registered form only. The text of the Warrant Certificate, including
the form of assignment and subscription printed on the reverse side thereof,
shall be substantially in the form of Exhibit A annexed hereto, which text is
hereby incorporated in this Agreement by reference as though fully set forth
herein and to whose terms and conditions the Company and the Warrant Agent
hereby agree. Each Warrant Certificate shall evidence the right, subject to the
provisions of this Agreement and of such Warrant Certificate, to purchase the
number of validly issued, fully paid and non-assessable shares of Common Stock,
as that term is defined in Section 1.05 of this Agreement, stated therein, free
of preemptive rights, subject to adjustment as provided in Article III of this
Agreement.

      SECTION 1.03      Upon the written order of the Company, signed by the
President or any Vice President, and the Secretary, Treasurer, Assistant
Secretary or Assistant Treasurer of the Company, the Warrant Agent shall issue
and register Warrants in the names and denominations specified in that order,
and will countersign and deliver Warrant Certificates evidencing the same in
accordance with that order. Each Warrant Certificate shall be dated the date of
its countersignature. Each Warrant Certificate shall be executed on behalf of
the Company by the manual or facsimile signature of the President of the
Company, under its corporate seal, affixed or facsimile, attested by the manual
or facsimile signature of the Secretary of the Company and shall be
countersigned manually by the Warrant Agent. The Warrant Certificates shall not
be valid for any purpose unless so countersigned. In case any officer whose
facsimile signature has been placed upon any Warrant Certificate shall have
ceased to be such before such Warrant Certificate is issued, it may be issued
with the same effect as if such officer had not ceased to be such on the date of
issuance.

      SECTION 1.04      Except as otherwise expressly stated herein, all terms
used in the Warrant Certificate have the meanings provided in this Agreement.

      SECTION 1.05      As used herein, the term "Common Stock" shall mean the
aggregate number of shares of common stock that the Company, by its Articles of
Incorporation, as from time to time amended, is authorized to issue, which are
not limited by its Articles of Incorporation to a fixed sum or percentage of the
book value in respect of the rights of the holders thereof to participate in
dividends or in distribution of assets upon the voluntary or involuntary
liquidation, dissolution, or winding up the Company.

                                   ARTICLE II
<PAGE>
            WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS, CALL OF

                        WARRANTS AND TRADING OF WARRANTS

      SECTION 2.01

            (a)   Each Warrant shall entitle the person in whose name at the
time the Warrant shall be registered upon the books to be maintained by the
Warrant Agent for that purpose (the "warrant holder"), subject to the provisions
of the Warrant Certificates and of this Agreement, to purchase from the Company
any time on or after the Exercise Date but at or before the Expiration Date, up
to the number of shares of Common Stock stated therein, as adjusted, at the
Warrant Price in effect at such date, payable in full at the time of purchase in
the manner provided in Section 2.02 of this Agreement.

            (b)   Each Warrant shall be exercisable in accordance with the terms
herein and in the Warrant Certificate which, among other things, contains
certain terms as to the Warrant Price.

      SECTION 2.02

            (a)   The warrant holder may exercise a Warrant, in whole or in
part, by surrender of the Warrant Certificate, with the form of subscription
thereon duly executed by the Warrant Agent at its corporate office, together
with the Warrant Price for each share of Common Stock to be purchased in lawful
money of the United States, or by certified check, bank draft, or postal or
express money order payable in United States Dollars to the order of the
Company.

            (b)   Upon receipt of a Warrant Certificate with the form of
election to purchase thereon duly executed and accompanied by payment of the
aggregate Warrant Price for the shares of Common Stock for which the Warrant is
then being exercised, the Warrant Agent shall promptly (i) requisition from the
Company's transfer agent certificates for the total number of the shares of
Common Stock for which the Warrant is being exercised in such names and
denominations as are required for delivery to the warrant holder, (ii) when
appropriate, requisition from the Company the amount of costs to be paid in lieu
of issuance of fractional shares and (iii) after receipt, promptly deliver such
certificates and, when appropriate after receipt, promptly deliver such cash to
or in accordance with the instructions of the warrant holder. The Company
covenants and agrees that it has duly authorized and directed its transfer agent
(and will authorize and direct all its future transfer agents) to comply with
all such requests of the Warrant Agent.

            (c)   In case any warrant holder shall exercise his Warrant with
respect to less than all of the shares of Common Stock that may be purchased
under the Warrant, a new Warrant Certificate for the balance shall be
countersigned and delivered to or upon the order of the warrant holder.

            (d)   The Company covenants and agrees that it will pay when due and
payable any and all taxes which may be payable in respect to the issuance of
Warrants, or the issuance of any shares of Common Stock upon the exercise of
Warrants. However, neither the Company nor the Warrant Agent shall be required
to issue or deliver any Warrant Certificate or shares of Common Stock in a name
other than that of the warrant holder at the time of surrender if any tax
<PAGE>
is payable in respect of such transfer until the person requesting the same has
paid to the Company the amount of such tax or has established to the Company's
satisfaction that such tax has been paid or shall not be due and payable. In the
event that any transfer tax is due and payable, the Warrant Agent shall be under
no obligation to issue or deliver any Warrant Certificate or shares of Common
Stock in a name other than that of the warrant holder until the Company has
notified the Warrant Agent that the transfer tax, if any, has been paid, or in
the alternative, that no transfer tax is due and payable by reason of an
exemption.

            (e)   The Warrant Agent shall account promptly to the Company with
respect to Warrants exercised and concurrently account to the Company for all
moneys received by the Warrant Agent for the purchase of shares of Common Stock
upon the exercise of Warrants.

            (f)   The Warrant Agent covenants and agrees that upon the exercise
of any of the Warrants, the Warrant Agent shall provide written notice to the
Company at the addresses set forth in Section 6.09 hereof, the expense of which
notice shall be borne by the Company. Each notice shall contain the name of the
exercising warrant holder, the number of shares of Common Stock that the warrant
holder has elected to purchase, the purchase price paid on a per share basis and
the cumulative number of Warrants exercised by all of the warrant holders as of
the date of the transaction which is the subject of the aforesaid notice. Such
notice shall be made no later than two (2) business days following the date of
the exercise of the Warrant. Nothing contained herein shall be construed so as
to prevent the Warrant Agent from providing the information required in this
Section 2.02 (f) in a consolidated or tabular form, provided that all other
provisions of this Section are complied with.

            (g)   The Warrant Agent covenants and agrees that it shall provide a
list of each and every holder of the Warrants to the Company at such time or
from time to time as shall be required by the Company, but in no event shall
such a list be provided less frequently than once per annum at a date as shall
be determined by the Company.
<PAGE>
                                   ARTICLE III

                      ADJUSTMENT OF SHARES OF COMMON STOCK
                        PURCHASABLE AND OF WARRANT PRICE

      SECTION 3.01      In case the Company shall at any time after the date of
this Agreement (i) declare a dividend on the outstanding Common Stock in shares
of its capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine
the outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then, in each case, the Warrant
Price, and the number and kind of shares of Common Stock receivable upon
exercise, in effect at the time of the record date for such dividend or of the
effective date of such subdivision, combination, or reclassification shall be
proportionately adjusted so that the holder of any Warrant exercised after such
time shall be entitled to receive the aggregate number and kind of shares which
if such Warrant had been exercised immediately prior to such time, he would have
owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination, or reclassification. Such adjustment shall
be made successively whenever any event listed above shall occur.

      SECTION 3.02      In case the Company after the date hereof shall issue
rights, options, or warrants to all holders of Common Stock entitling them to
subscribe for or purchase Common Stock (or securities convertible into or
exchangeable for Common Stock) at a price per share (or having a conversion
price per share, if a security convertible into or exchangeable for Common
Stock) less than the "current market price" (as defined in Section 3.04 hereof)
per share of Common Stock on the record date established for the issuance of
such rights, options or warrants, then, in such case, the Warrant Price shall be
adjusted by multiplying the Warrant Price in effect on the record date of such
issuance by a fraction, of which the numerator shall be the number of shares of
Common Stock outstanding on the record date for such issuance plus the number of
shares of Common Stock which the aggregate offering price of the total number of
shares of Common Stock so to be issued (or the aggregate initial conversion
price of the convertible securities to be issued or sold) would purchase at such
"current market price" and of which the denominator shall be the number of
shares of Common Stock outstanding on the record date for such issuance plus the
number of additional shares of Common Stock to be issued (or into which the
convertible or exchangeable securities to be issued or sold are initially
convertible or exchangeable). Such adjustment shall become effective at the
close of business on such record date; provided, however, that, to the extent
the shares of Common Stock (or securities convertible to or exchangeable for
shares of Common Stock) are not delivered, the Warrant Price shall be readjusted
after the expiration of such rights, options, or warrants (but only with respect
to Warrants exercised after such expiration), to the Warrant Price which would
then be in effect had the adjustments made upon the issuance of such rights or
warrants been made upon the basis of delivery of only the number of shares of
Common Stock or securities convertible into or exchangeable for shares of Common
Stock actually issued. In case any subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the board of
directors of the Company, whose determination shall be conclusive absent
manifest error. Shares of Common Stock owned by or held for the account of the
Company or any majority-owned subsidiary shall not be deemed outstanding for the
purpose of any such computation.
<PAGE>
            Notwithstanding the foregoing, no adjustment in the Warrant Price or
the number of shares of Common Stock issuable upon exercise of the Warrants
shall be made upon (i) the issuance of options (or upon exercise thereof) by the
Company pursuant to its stock option plans, (ii) the issuance of Warrants to its
Newbridge Securities Corporation and/or View Trade Securities, Inc. and/or their
respective assignees, in connection with the Company's private offering of its
Common Stock completed December 2002 or (iii) the Warrants or any other options
and warrants outstanding as of the date hereof.

      SECTION 3.03      In case the Company shall distribute to all holders of
Common Stock (including any such distribution made to the stockholders of the
Company in connection with a consolidation or merger in which the Company is the
continuing corporation) evidences of its indebtedness or assets (other than cash
dividends distributions and dividends payable in shares of Common Stock),
subscription rights, options, or warrants or convertible or exchangeable
securities containing the right to subscribe for or purchase shares of Common
Stock (excluding those referred to in Section 3.02 hereof), then, in each case,
the Warrant Price shall be adjusted by multiplying the Warrant Price in effect
immediately prior to the record date for the determination of stockholders
entitled to receive such distribution by a fraction of which the numerator shall
be the "current market price" per share of Common Stock on such record date,
less the fair market value (as determined in good faith by the board of
directors of the Company, whose determination shall be conclusive absent
manifest error) of the portion of the evidences of indebtedness or assets so to
be distributed, or of such subscription rights, options, or warrants,
convertible or exchangeable securities containing the right to subscribe for or
purchase shares of Common Stock, applicable to the share, and of which the
denominator shall be such "current market price" per share of Common Stock. Such
adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of such distribution retroactive to the record date
for the determination of stockholders entitled to receive such distribution.

      SECTION 3.04      For the purpose of any computation under sections 3.02
and 3.03 hereof, the "current market price" per share of Common Stock on any
date shall be deemed to be the average of the daily closing prices for the 20
consecutive trading days ending three (3) days prior to such date. The closing
price for each day shall be the last reported sales price regular way or, in
case no such reported sale takes place on such day, the closing bid price
regular way, in either case on the principal national securities exchange on
which the Common Stock is listed or admitted to trading or, if the Common Stock
is not listed or admitted to trading on any national securities exchange, the
highest reported bid price as furnished by NASDAQ. If on any such date the
Common Stock is not quoted on NASDAQ or any such organization, the closing price
shall be deemed to be the average of the closing bid and asked prices in the
over-the-counter market as reported by the National Quotation Bureau or if no
such quotation is available, the fair value of the Common Stock on such date, as
determined in good faith by the board of directors of the Company, whose
determination shall be conclusive absent manifest error.

      SECTION 3.05      No adjustment in the Warrant Price shall be required if
such adjustment is less than $.05; provided, however, that any adjustments which
by reason of this Section 3.05 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Article III shall be made to the nearest cent or to the nearest
one-thousandth of a share, as the case may be.
<PAGE>
      SECTION 3.06      In any case in which this Article III shall require that
an adjustment in the Warrant Price be made effective as of a record date for a
specified event, the Company may elect to defer, until the occurrence of such
event, issuing to the holder of any Warrant exercised after such record date,
the shares, if any, issuable upon such exercise over and above the shares, if
any, issuable upon such exercise on the basis of the Warrant Price in effect
prior to such adjustment; provided, however, that the Company shall deliver to
such holder a due bill or other appropriate instrument evidencing such holder's
right to receive such additional shares upon the occurrence of the event
requiring such adjustment.

      SECTION 3.07      Upon each adjustment of the Warrant Price as a result of
the calculations made in Section 3.01, 3.02, or 3.03 hereof, each Warrant
outstanding prior to the making of the adjustment in the Warrant Price shall
thereafter evidence the right to purchase, at the adjusted Warrant Price, that
number of shares (calculated to the nearest thousandth) obtained by dividing (A)
the product obtained by multiplying the number of shares purchasable upon
exercise of a Warrant prior to adjustment of the number of shares by the Warrant
Price in effect prior to adjustment of the Warrant Price by (B) the Warrant
Price in effect after such adjustment of the Warrant Price.

      SECTION 3.08      In case of any capital reorganization of the Company, or
of any reclassification of the Common Stock (other than a reclassification of
the Common Stock referred to in Section 3.01 hereof), or in the case of the
consolidation of the Company with or the merger of the Company into any other
corporation or of the sale, transfer, or lease of the properties and assets of
the Company as, or substantially as, an entirety to any other corporation or
other entity, each Warrant shall after such capital reorganization,
reclassification of Common Stock, consolidation, merger, sale, transfer, or
lease, be exercisable, on the same terms and conditions specified in this
Agreement, for the number of shares of stock or other securities, assets, or
cash to which a holder of the number of shares purchasable (at the time of such
capital reorganization, reclassification of Common Stock, consolidation, merger,
sale, transfer, or lease) upon exercise of such Warrant would have been entitled
upon such capital reorganization, reclassification of Common Stock,
consolidation, merger, sale, transfer, or lease; and in any such case, if
necessary, the provisions set forth in this Article III with respect to the
rights and interests thereafter of the holders of the Warrants shall be
appropriately adjusted so as to be applicable, as nearly as may reasonably be,
to any shares of stock, other securities, assets, or cash thereafter deliverable
on the exercise of the Warrants. The subdivision or combination of shares of
Common Stock at any time outstanding into a greater or lesser number of shares
shall not be deemed to be a reclassification of the Common Stock for the
purposes of this subsection. The Company shall not effect any such
consolidation, merger, transfer, or lease, unless prior to or simultaneously
with the consummation thereof, the successor corporation (if other than the
Company) resulting from such consolidation or merger or the Corporation
purchasing, receiving, or leasing such assets or other appropriate corporation
or entity shall expressly assume, by written instrument, the obligation to
deliver to the holder of each Warrant such shares of stock, securities, or
assets as, in accordance with the foregoing provisions, such holders may be
entitled to purchase and to perform the other obligations of the Company under
this Agreement.

      SECTION 3.09      The Company may make such reductions in the Warrant
Price, extend the Expiration Date and/or otherwise change the terms of the
Warrants, in addition to those required by this Article III, as it shall, in it
sole discretion, determine to be advisable.
<PAGE>
                                   ARTICLE IV

                     OTHER PROVISIONS RELATING TO RIGHTS OF
                                 WARRANT HOLDERS

      SECTION 4.01      No warrant holder, as such, shall be entitled to vote or
receive dividends or be deemed the holder of shares of Common Stock for any
purposes, nor shall anything contained in any Warrant Certificate be construed
to confer upon any warrant holder, as such, any of the rights of a shareholder
of the Company or any right to vote, give or withhold consent to any action by
the Company, whether upon any recapitalization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise, receive dividends or
subscription rights, or otherwise, until in connection with the exercise of any
Warrant, such Warrant shall have been surrendered and the purchase price or the
shares of Common Stock for which such Warrant is being exercised shall have been
received by the Warrant Agent; provided, however, that any such surrender and
payment on any date when the stock transfer books of the Company shall be closed
shall constitute the person or persons in whose name or names the certificate or
certificates for those shares of Common Stock are to be issued as the record
holder or holders thereof for all purposes at the opening of business on the
next succeeding day on which such stock transfer books are open and the Warrant
surrendered shall not be deemed to have been exercised, in whole or in part, as
the case maybe, until such next succeeding day on which stock transfer books are
open.

      SECTION 4.02      The Company covenants and agrees that it shall
contemporaneously provide to all warrant holders of record any publication,
mailing or notice of an event which it shall provide to all of its shareholders
of record and which event shall result in the adjustment to the Warrant Price as
provided in Article III hereof. For purposes of this Section 4.02, the warrant
holders of record shall be those warrant holders who are of record on a date
even with the date chosen by the Company for the purpose of determining the
shareholders of record who shall be entitled to receive such publication,
mailing or notice.

      SECTION 4.03      If any Warrant Certificate is lost, stolen, mutilated or
destroyed, the Company and the Warrant Agent may, on such terms as to indemnity
or otherwise as they may in their discretion reasonably impose, which shall, in
the case of a mutilated Warrant Certificate, include the surrender thereof,
issue a new Warrant Certificate of like denomination and tenor as, and in
substitution for, the Warrant Certificate so lost, stolen mutilated or
destroyed.

      SECTION 4.04

            (a)   The Company covenants and agrees that at all times it shall
reserve and keep available for the exercise of outstanding Warrants such number
of authorized shares of Common Stock and the aggregate number and kind of any
other securities which the Warrants are exercisable for, pursuant to the
provisions of Article III hereof, as are sufficient to permit the exercise in
full of such Warrants and that it will make available to the Warrant Agent from
time to time a number of duly executed certificates representing shares of
Common Stock and other securities, sufficient therefor.
<PAGE>
            (b)   The Company shall use its best efforts to secure the listing,
upon official notice of issuance, of the shares of Common Stock issuable upon
exercise of Warrants upon any securities exchange upon which the Common Stock is
listed, if any.

            (c)   The Company covenants that all shares of Common Stock issued
on exercise of Warrants shall be validly issued, fully paid, non-assessable and
free of preemptive rights.

            (d)   The Company will use reasonable good faith efforts to file a
registration statement ("Registration Statement") for the registration of the
sale of the shares of Common Stock issuable upon exercise thereof under the
Securities Act of 1933, as amended (the "Act").

            (e)   The Company will furnish to the Warrant Agent, upon request,
an opinion of counsel satisfactory to the Warrant Agent to the effect that (i) a
Registration Statement under the Act is then in effect with respect to the
shares of Common Stock issuable upon the exercise of the Warrants and that the
prospectus included therein complies as to form in all material respects,
(except as to financial statements, including schedules, and other accounting
and financial data, as to which such counsel need express no opinion), with the
requirements of the Act and the rules and regulations of the Commission
thereunder; or a Registration Statement under the Act with respect to said
shares of Common Stock is not required. In the event that said opinion states
that such a Registration Statement is in effect, the Company will from time to
time furnish the Warrant Agent with current prospectuses meeting the
requirements of the Act and such rules and regulations in sufficient quantity to
permit the Warrant Agent to deliver a prospectus ("Prospectus") to each warrant
holder upon exercise thereof. The Company further agrees to pay all fees, costs
and expenses in connection with the preparation and delivery to the Warrant
Agent of the foregoing opinions and Prospectuses and the above mentioned
registrations and other actions, and to immediately notify the Warrant Agent in
the event that (i) the Commission shall have issued or threatened to issue any
order preventing or suspending the use of any Prospectus; (ii) at any time any
Prospectus shall contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading; or (iii) for any reason it shall be necessary
to amend or supplement any Prospectus in order to comply with the Act.

      SECTION 4.05      If the number of shares purchasable upon the exercise of
each Warrant is adjusted pursuant to Section 3.07 hereof, the Company shall not
be required to issue fractions of shares upon exercise of the Warrants or to
distribute share certificates which evidence fractional shares. In lieu of
fractional shares, the Company, in its sole discretion, may pay to the
registered holders of Warrant Certificates at the time such Warrants are
exercised as herein provided an amount in cash equal to the same fraction of the
current market value of a share. For purposes of this Section 4.05, the current
market value of a share issuable upon the exercise of a Warrant shall be the
closing price of a share of Common Stock, as determined pursuant to the second
and third sentences of Section 3.04, for the trading day immediately prior to
the date of such exercise.
<PAGE>
                                    ARTICLE V

                         NON-TRANSFERABILITY OF WARRANTS

      SECTION 5.01      The Warrants are not transferable. The Company and the
Warrant Agent shall deem and treat the warrant holder as the absolute owner of
such warrant, notwithstanding any notation of ownership or other writing
thereon, for the purpose of any exercise thereof and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary.

                                   ARTICLE VI

                          CONCERNING THE WARRANT AGENT

                                AND OTHER MATTERS

      SECTION 6.01      The Company will from time to time promptly pay, subject
to the provisions of Section 2.02 (d) of this Agreement, all taxes and charges
that may be imposed upon the Company or the Warrant Agent in respect of the
issuance or delivery of shares of Common Stock upon the exercise of Warrants.

      SECTION 6.02

            (a)   The Warrant Agent may resign and be discharged from its duties
under this Agreement upon sixty (60) days notice in writing, mailed to the
Company by registered or certified mail, and to each warrant holder. The Company
may remove the Warrant Agent or any successor warrant agent upon sixty (60) days
notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as
the case may be, by registered or certified mail, and to each warrant holder;
provided, however, the Company shall appoint a new Warrant Agent as hereinafter
provided and such removal shall not become effective until a successor Warrant
Agent has been appointed and has accepted such appointment. If the Warrant Agent
shall resign or shall otherwise become capable of acting, the Company shall
appoint a successor to the Warrant Agent. If the Company shall fail to make such
appointment within a period of sixty (60) days after it has been notified in
writing of such resignation or incapability by the Warrant Agent by a warrant
holder, who shall, with such notice, submit his Warrant Certificate for
inspection by the Company, then any warrant holder may apply to any court of
competent jurisdiction or the appointment of a successor to the Warrant Agent.
Any successor Warrant Agent, whether appointed by the Company or by such a court
shall be a registered transfer agent, bank or trust company, subject to the
terms and conditions of this Section 6.02, in good standing and incorporated
under the laws of any State of the United States, having its principal office in
the United States of America. After appointment, the successor Warrant Agent
shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Warrant Agent without further act or deed. The
former Warrant Agent shall deliver and transfer to the successor Warrant Agent
any property at the time held by it hereunder and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Failure to
give any notice provided for in this Section, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the
Warrant Agent or the appointment of the successor Warrant Agent, as the case may
be.
<PAGE>
            (b)   Any corporation into which the Warrant Agent may be merged or
with which it may be consolidated, or any corporation resulting from any merger
or consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to the corporate trust business of the Warrant Agent, shall be the
successor to the Warrant Agent hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto. In case at
the time such successor to the Warrant Agent shall succeed to the agency created
by this Agreement, any of the Warrant Certificates shall have been countersigned
but not delivered, any such successor to the Warrant Agent may adopt the
countersignature of the original Warrant Agent and deliver such Warrant
Certificates so countersigned, and in case at that time any of the Warrant
Certificates shall not have been countersigned, any successor to the Warrant
Agent may countersign such Warrant Certificate in its own name or in the name of
the successor Warrant Agent; and in all such cases such Warrant Certificates
shall have the full force provided in the Warrant Certificates and this
Agreement.

            In case at any time the name of the Warrant Agent shall be changed
and at such time any of the Warrant Certificates shall have been countersigned
but not delivered, the Warrant Agent may adopt the countersignature under this
prior name and deliver Warrant Certificates so countersigned; and in case at
that time any of the Warrant Certificates shall not have been countersigned, the
Warrant Agent may countersign such Warrant Certificates either in its prior name
or in its changed name; and in all such cases such Warrant Certificates shall
have the full force provided in the Warrant Certificates and in this Agreement.

      SECTION 6.03      The Company agrees to pay the Warrant Agent a reasonable
fee for all services rendered by it hereunder. The Company also agrees to
indemnify the Warrant Agent for, and to hold it harmless against, any loss,
liability or expense, incurred without gross negligence, willful misconduct or
bad faith on the part of the Warrant Agent, arising out of or in connection with
the acceptance and administration of this Agreement, including the costs and
expenses of defending against any claim of liability in the premises.

      SECTION 6.04      The Company covenants and agrees that it shall, at the
Company's expense, provide to the Warrant Agent copies of its current
Prospectus, if any, in such quantity as to enable the Warrant Agent to deliver
one copy of such current prospectus to such warrant holder who shall exercise
his rights under a Warrant.

      SECTION 6.05      The Warrant Agent undertakes the duties and obligations
imposed by this Agreement upon the following terms and conditions, by all of
which the Company and the holders of Warrant certificates, by their acceptance
thereof, shall be bound:

            (a)   Whenever in the performance of its duties under this Agreement
the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action
hereunder, that fact or matter, unless other evidence in respect thereof be
herein specifically prescribed, may be deemed to be conclusively proved and
established by a certificate signed by the President or the Secretary of the
Company and delivered to the Warrant Agent. That certificate shall be full
authorization to the Warrant Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon that
certificate.

            (b)   The Warrant Agent shall be liable hereunder only for its own
gross negligence, willful misconduct or bad faith.
<PAGE>
            (c)   The Warrant Agent shall not be liable for or by reason of any
of the statements of fact or recitals contained in this Agreement or in the
Warrant Certificates, except its countersignature thereof, or be required to
verify the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.

            (d)   The Warrant Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof,
except the due execution hereof by the Warrant Agent, or in respect of the
validity or execution of any Warrant Certificate, except its countersignature
thereof; nor shall it be responsible for any Warrant Certificate; nor shall it
be responsible for the adjustment of the Warrant Price or the making of any
change in the number of shares of Common Stock required under the provisions of
Article III of this Agreement or responsible for the manner, method or amount of
any such change or the ascertaining of the existence of facts that would require
any such adjustment or change except with respect to the exercise of Warrant
Certificates after actual notice of any adjustment of the Warrant Price; nor
shall it by any act under this Agreement be deemed to make any representation or
warranty as to the authorization or reservation of any shares of Common Stock to
be issued pursuant to this Agreement or any Warrant Certificate or as to whether
any share of Common Stock will when issued be validly issued, fully paid,
non-assessable and free of preemptive rights.

            (e)   The Warrant Agent and any shareholder, director, officer or
employee of the Warrant Agent may buy, sell or deal in any of the Warrant
Certificates or other securities of the Company to retain a pecuniary interest
in any transaction in which the Company may be interested or contract with or
lend money to or otherwise act as fully and freely as though it was not the
Warrant Agent or subject to this Agreement. Nothing herein shall preclude the
Warrant Agent from acting in any other capacity for the Company or for any other
legal entity.

            (f)   The Warrant Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
officer or assistant officer of the Company, and to apply to any such officer or
assistant officer for advice or instructions in connection with its duties, and
shall not be liable for any action taken or suffered to be taken by it in good
faith in accordance with instructions of any such officer or assistant officer.

            (g)   The Warrant Agent may consult with its counsel or other
counsel satisfactory to it, including counsel for the Company, and the opinion
of such counsel shall be full and complete authorization and protection in
respect of any action taken, offered, or omitted by it hereunder in good faith
and in accordance with the opinion of such counsel.

            (h)   The Warrant Agent shall incur no liability to the Company or
to any holder of any Warrant for any action taken by it in reliance upon any
Warrant Certificate or certificate for Common Stock, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice, direction,
consent, certificate, statement, or other paper or document believed by it to be
genuine and to be signed, executed, and where necessary, certified or
acknowledged, by the proper person or persons.

      SECTION 6.06      The Warrant Agent may, without the consent or
concurrence of the warrant holders, by supplemental agreement or otherwise,
concur with the Company in making any changes or corrections in this Agreement
that (i) it shall have been advised by counsel, who
<PAGE>
may be counsel for the Company, are required to cure any ambiguity or to correct
any defective or inconsistent provision or clerical omission or mistake or
manifest error herein contained, or (ii) as provided in Section 3.09, the
Company deems necessary of advisable and which shall not be inconsistent with
the provisions of the Warrant Certificates, provided such changes or corrections
do not adversely affect the privileges or immunities of the warrant holders.

      SECTION 6.07      All the covenants and provisions of this Agreement by or
for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.

      SECTION 6.08      Forthwith upon the appointment after the date thereof of
any transfer agent for the Common Stock, or of any subsequent transfer agent for
the Common Stock, the Company will file with the Warrant Agent a statement
setting forth the name and address of such transfer agent.

      SECTION 6.09      Notice or demand pursuant to this Agreement to be given
or made by the Warrant Agent or by any warrant holder to or on the Company shall
be sufficiently given or made and effective on the third business day after
posting thereof, unless otherwise provided in this Agreement, if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent) as follows:

                        AESP, Inc.
                        1810 N.E. 144th Street
                        North Miami, FL  33181
                        Attn:  Mr. Slav Stein

With a copy to:

                        Akerman Senterfitt
                        One S.E. 3rd Avenue, 28th Floor
                        Miami, FL  33131-1704
                        Attn:  Mr. Phillip B. Schwartz

notice or demand pursuant to this Agreement to be given or made by the Company
or any warrant holder to or on the Warrant Agent shall be sufficiently given or
made and effective on the third business day after posting thereof, unless
otherwise provided in this Agreement, if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing by the Warrant
Agent with the Company) as follows:

                        Continental Stock Transfer & Trust Company
                        17 Battery Place, 8th Floor
                        New York, New York  10004
                        Attn:  Compliance Department

notice or demand pursuant to this Agreement to be given or made by the Company
or the Warrant Agent to or on any warrant holder shall be sufficiently given or
made and effective on the third business day after posting thereof, unless
otherwise provided in this Agreement, if sent by first-class mail, postage
prepaid, addressed to such warrant holder at his last known address as it shall
appear in the records of the Company, if such notice shall be given by the
Company, or, if such notice shall be given by the Warrant Agent, as it shall
appear on the register maintained by the Warrant Agent.
<PAGE>
            A copy of any Notice or demand given or made pursuant to this
Agreement on the Warrant Agent or Company shall be promptly forwarded by the
recipient thereof to each of the Company or Warrant Agent who shall not have
received or made such demand or Notice.

      SECTION 6.10      The validity, interpretation and performance of this
Agreement and the Warrants shall be governed by the law of the State of Florida.

      SECTION 6.11      Nothing in this Agreement shall be construed to give to
any person or corporation other than the parties hereto and the warrant holders
any right, remedy or claim under promise or agreement hereof. All covenants,
conditions, stipulations, promises and agreements contained in this Agreement
shall be for the sole and exclusive benefit of the Company and the Warrant Agent
and their successors and of the warrant holders, and their heirs,
representatives, successors, assigns and transferees.

      SECTION 6.12      A copy of this Agreement shall be available for
inspection by any warrant holder during the regular business hours and at the
corporate office of the Warrant Agent in New York, New York, at which time the
Warrant Agent may require any warrant holder to submit his Warrant Certificate
for inspection by it.

      SECTION 6.13      This Agreement shall terminate on the Expiration Date,
or such earlier date upon which all Warrants have been exercised, except that
the Warrant Agent shall account to the Company pursuant to Section 2.02 (e) of
this Agreement for all cash held by it. The provisions of Section 6.03 and 6.04
of this Agreement shall survive such termination.

      SECTION 6.14      The Article headings in this Agreement are for
convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.

      SECTION 6.15      This Agreement may be executed in any number
counterparts, each of which is so executed shall be deemed to be an original,
and all such counterparts shall together constitute but one and the same
agreement.


                                        AESP, INC.

                                        By:
                                           ---------------------------------
                                                 Slav Stein, President

                                        CONTINENTAL STOCK TRANSFER &
                                        TRUST COMPANY

                                        By:
                                            ------------------------------

                                        Name:
                                             ----------------------------