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EXHIBIT 10.2   SHARE PURCHASE AGREEMENT relating to
all shares representing the total share capital of JOTEC AESP AS




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THIS AGREEMENTis made on 25 of August 2004 between: AESP Inc, Miami,here and after referred to as the Seller and Jorgen Holmefjord AS, here and after referred to as the Purchaser (the above parties are here and after jointly referred to as the Parties and
individually as a Party.) WHEREAS:  The Seller is the owner of a total of 492.558 shares (here and after
referred to as the Shares) in the Norwegian limited liability company
Jotec AESP AS, organization no: 940211700 (here and after referred to as
the Company).The Shares constitute all the issued and outstanding shares in the share
capital of the Company.The Seller wants to sell, and the Purchaser want to purchase, the Shares,
upon the terms and conditions set forth herein. I IT IS AGREED as follows  1.
    
    Sale and Purchase.1.1
    
    The Seller shall sell, and the Purchaser shall purchase, 100 % of the
entire issued share capital in the Company, together with all rights,
title, risks, obligations and interest attaching to the Shares as of the
closing date cfr. clause 1.3.1.2
    
    The Shares shall be sold to the Purchaser free from all liens, charges
and encumbrances.1.3
    
    The Parties have agreed that the Seller shall transfer the title to the
Shares to the Purchaser on 25 of August 2004 (the Closing Date).
Furthermore, the Parties have agreed that the Purchaser shall pay the
agreed price of the Shares to the Seller in one installment as described
in clause 2.2.
    
    Consideration.2.1
    
    The consideration payable by the Purchaser to the Seller in respect of
the Shares shall here and after be called the Purchase Price. The
Purchase Price is NOK 10,-. 2




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2.2
    
    The Purchase Price shall be paid at the Closing date.3.
    
    Conditions Precedence3.1
    
    Closing of this agreement is conditional upon the waiver or
satisfaction of the following conditions prior to the Closing Date:  i)
    
    That the Company has entered into a binding agreement with the
existing lessor of the premises regarding immediate termination of the
lease agreement, based on the written offer given by the lessor to the
Company, dated 13.08.04.ii)
    
    That the Purchaser, by the Seller, has been presented to
documentation that verifies that all the shares of Signamax AS, earlier
Lanse AESP AS, has been transferred from the ownership of the Company to
the ownership of the Seller. Further that all existing debts of the
Company to Signamax AS, earlier Lanse AESP A , legally and fully has been
removed from the Company to the Seller.  3.2
    
    In case any of the above mentioned conditions are not fulfilled or
waived on or prior to the Closing Date the Purchaser may elect to
terminate this agreement, and this agreement shall become null and void
and none of the Parties shall have any claim against the other.4.
    
    Completion of the different Stages / Closing4.1
    
    The Seller shall at the Closing Date deliver to the Purchaser,
according to the sale and purchase agreed, the necessary attestation that
the purchase of the Shares is registered with the Companys shareholders
register.4.2
    
    The Purchaser shall pay the Purchase Price by cash.4.3
    
    The Purchaser shall at the Closing Date hold an extraordinary
shareholders meeting, in which a new board of directors is to be elected /
appointed. Further the shareholders meeting shall decide to change the
name of the Company to Jotec AS. These resolutions shall immediately be
sent for registration to The National Register of Business Enterprises.5.
    
    Warranties and Representation of the Seller.Prior to the signing of this agreement the Purchaser has undertaken a
limited due diligence. This by a interview of the managing director of the
Company, and by reviewing employee contracts, 2 supplier contracts, 4
customer contracts, company certificate, existing lease agreement,
statement of accounts of the Company per 31.12.03 and per 30.06.04, not
signed tax return report, confirmation of receivables per 31.07.04,
comments to Short term liabilities, comments to Intercompany Receivables,
list of shareholders for 2003, list of 3




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customers including receivables, list of supplier including payables, confirmed
information regarding V AT payable per 19.08.04, balance bank overdraft per
18.08.04, articles of association of the Company, written statement from the
Company that no inspection of accounts has occurred and written statement from
employee in regard of repayment of loan.5.1
    
    The Seller hereby warrants and represent to the Purchaser as follows,
unless otherwise has been stated:  i)
    
    that the Seller is to the necessary extent authorized to
execute and deliver this agreement and to consummate the transaction
contemplated hereby;ii)
    
    that all the Shares are valid issued and fully paid and are
legally and beneficially owned by the Seller. The consummation of
the transaction contemplated in this agreement will convey to the
Purchaser good title to the Shares, free and clear of encumbrances
as of the Closing date;iii)
    
    that so far the Seller is aware, except for the bankruptcy
petition put forward by the landlord, there is no current or pending
action or suit, litigation, prosecution, arbitration or other
proceeding in which the Company is engaged or involved or which is
threatened by or against the Company,iv)
    
    that the annual accounts for 2003 attached as Annex I, and
previous years and the accountancy, regarding the Company, is in
accordance with generally accepted accounting principles, and that
these accounts reflects the true value of the Company;v)
    
    that the accounts per 30.06.04, attached as Annex 2, is in
accordance with generally accepted accounting principles, and that
these accounts reflects the true value, and gives a correct picture
of the development of the business of the Company;vi)
    
    that the accounts receivables of the Company, as described in
the accounts per 30.06.04, are fully and legally valid as accounts
receivables.vii)
    
    that all assets belonging to the Company are not pledged or
otherwise placed as security in any form, except for existing bank
collateral;viii)
    
    that the tax affairs, including all handling of tax issues,
of the Company are in order and in accordance with Norwegian tax
legislations;ix)
    
    that the Seller is not aware of that any of its key personnel
have terminated, or in near future intend to terminate, their
employment contracts; 4




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x)
    
    that the Company have no obligations what so ever in relation to any
pension plans;xi)
    
    that the Seller prior to the Closing Date will not sell or
in any way transfer, to a third party, title to the shares to which
the Purchaser have a right according to this agreement;xii)
    
    that the Seller prior to the Closing Date will not make any
decisions in relation to the business of the Company that are not
ordinary for the daily business of the Company, andxiii)
    
    that all information given and documentation presented by
the Seller / Company to the Purchaser in relation to the limited
due diligence are correct and satisfactorily complete for the
business of the Company and for the purpose of the due diligence.
Further that the Seller and/or the Company in relation to this
transaction not have detained any information which can be
evaluated as essential.  5.2
    
    The Seller shall indemnify the Purchaser from any direct and or
indirect losses due to breaches of warranties and representations given by
the Seller in clause 5.1 above. However, no claim based on such warranties
or representations shall accrue to the Purchaser against the Seller
unless:  i)
    
    the Seller or representatives of the Company, except for
clause 5.1 section (iv), (v) and (viii), has acted negligent or by
purpose,ii)
    
    the Seller receives from the Purchaser a written notice
containing details of the claim and, to the extent reasonably
practicable, the estimate of the amount thereof, on or before
25.08.06, except for clause 5.1 section (viii) where such claim
must be put forward on or before 25.08.07, andiii)
    
    the aggregate amount of the liability of the Seller exceeds
NOK150.000,-. If the aggregate amount exceeds NOK 150.000,-, the
liability of the Seller will include the amount in total.  Sellers liability, as a consequence of any breaches of the warranties and
representatives given, will under any and all circumstances be limited
to a total amount of NOK 500.000,-6.
    
    Warranties of the Purchaser.6.1
    
    The Purchaser hereby warrant and represent to the Seller that on the
date hereof: 5




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i)
    
    that the Purchaser are to the necessary extent
authorized to execute and deliver this agreement, to perform its
obligations hereunder and to consummate the transactions
contemplated hereby, andii)
    
    that the execution and delivery this agreement and the
consummation of the transaction contemplated hereby have been duly
and validly authorized by all possible requisite corporate action
on the part of the Purchaser.  7.
    
    Different MattersThe Company has an intercompany payable to the Seller and a intercompany
receivable towards the Swedish company AESP AB. Both the accounts payable
and the accounts receivable shall in this clause be estimated to/similar to
the actual balance value in the accounts of the Company per the Closing
Date.The Parties have agreed, and in relation to the a counts payable, that the
Company shall pay NOK 2.000.000,- to the Seller within 15 working days
after the Closing Date. Further, that any additional payment of the balance
to the Seller fully will depend on whether the Company within 26.02.05
(here and after referred to as Final Date) receives any payment in
relation to the account receivables from AESP AB. All and any payment prior
to the Final Date from AESP AS to the Company, in relation to the accounts
receivable, shall immediately by the Company be transferred to the Seller.
Any such transfer of funds from the Company to the Seller shall reduce the
remaining balance of the accounts payable. The Company shall have no
obligations whatsoever towards the Seller to pay any remaining balance, in
relation to the accounts payable, if such balance still exists on the Final
Date.The Seller is aware of, and accepts, that any accounts receivable on the
hands of the Company towards AESP AB, which is established after the
Closing Date (here and after referred to as New Accounts Receivables),
shall have priority towards the obligation of the Company to use such
received funds to reduce the balance of the accounts payable to the Seller.
This means that any payments received by the Company from the AESP AB prior
to the Final Date, shall reduce any and all New Accounts Receivables before
any reducement of the balance of the accounts payable to the Seller.7.2
    
    The Parties have agreed to start discussions immediately after the
Closing Date, with the purpose to enter into a distributor agreement,
where the Company, for the future, shall purchase from the Seller the
following products at competitive conditions:  
    
    Signamax Active
    
    Signamax Passive 6




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7.3
    
    The Seller shall refrain from (directly and indirectly) engaging in
a similar line of business as the Companys business, or working for or be
connected with any firm or company engaged in similar business as the
Company in Norway for a period of 3 years from the Closing Date. However,
the Seller shall have the right to sell its products to other companies
located in Norway. The Seller shall also, and for the same period, refrain
from in any way solicit or attempt to solicit any business or employees
from the Company.8.
    
    Confidentiality.The Parties have agreed that the content of this agreement and all
information that is disclosed in relation to this agreement shall be held
confidential between the Parties, except for the obligation of the Seller,
in accordance with SEC regulations, to file a copy of this agreement as an
exhibit to a future SEC filing.9.
    
    General.9.1
    
    This agreement may be executed in two counterparts, each of which
shall be considered an original and all of which shall be considered one
and the same agreement and shall become effective when two counterparts
have been signed by or on behalf of each Party and delivered to the other
Parties, it being understood that all Parties need to sign the same
counterpart.9.2
    
    No variation of this agreement (or any document entered into pursuant
to this agreement) shall be valid unless it is in writing and signed by or
on behalf of each of the Parties hereto.9.3
    
    If any term or other provision of this agreement is invalid, illegal
or unenforceable, all other provisions of this agreement shall remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any Party.9.4
    
    The Parties shall cover their respective expenses in connection with
this agreement and the consummation contemplated hereby, including
professional fees and costs of attorneys, accountants and advisors.10.
    
    Governing Law and Legal Venue.10.1
    
    This agreement shall be governed and construed in accordance with the
laws of Norway.10.2
    
    Any disputes arising out of this agreement shall be subjected to
negotiations between the Parties. If the Parties fail to solve such
dispute, such dispute is to be brought to and settled by the city court of
Os1o. 7




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IN WITNESS WHEREOF,this agreement has been duly executed and
delivered by or on behalf of each of the Parties hereto as of the
date first written above. AESP Inc. MiamiBy:
    /s/ Slav SteinName:
    Mr. Slav SteinTitle:
    President Jorgen Holmefjord ASBy:
    /s/ Jorgen HolmefjordName:
    Mr. Jorgen HolmefjordTitle:
    CEO 8