EXHIBIT 10.2


            FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT


     THIS  FIRST  AMENDED  AND  RESTATED  EXECUTIVE  EMPLOYMENT  AGREEMENT  (the
"Amended  Agreement")  is entered  into as of the date set forth  below  between
GrowthExperts  Group Inc.,  an Alberta  corporation  (the  "Corporation"  or the
"Employer"), and ____________________ (the "Executive").

     WHEREAS, subject to and conditioned upon the closing of the amalgamation of
ASPi  Alberta  Holdings  Inc.,  an Alberta  company,  and the  Corporation  (the
"Amalgamation"),  the Corporation and the Executive  desire to amend and restate
the understanding  between them evidenced by the Executive  Employment Agreement
originally  entered  into as of the ____ day of  ________,  200_ (the  "Original
Agreement"); and

     WHEREAS, if the Amalgamation is not completed,  this Amended Agreement will
not become  effective  and the Original  Agreement  will  continue to govern the
employment of the Executive by the Corporation;

     NOW, THEREFORE,  in consideration of the agreements contained herein and in
consideration  of the benefit to the Executive of closing the  Amalgamation  and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby  acknowledged,  the Corporation  and the Executive  hereby agree to enter
into this Amended Agreement and further agree as follows:


1. Employment and Duties.  Employer  agrees to employ  Executive as a consultant
and executive officer,  and Executive agrees to perform services and to work for
Employer,  upon the terms and  conditions of this Amended  Agreement.  Executive
will serve in the capacity of  _______________________ of the Corporation having
primarily  those duties as is normal and customary for such a position and/or as
further described in any job description (as amended from time to time).

In addition,  Executive  shall  undertake  such other duties as may from time to
time  be  assigned  to him by  Employer's  Board  of  Directors  (the  "Board").
Executive  agrees  that  his  position,   duties  and  responsibilities  may  be
unilaterally  changed  by  Employer,  as it deems  appropriate  without  causing
termination  of this Amended  Agreement  provided  that such  changes  result in
comparable responsibility and compensation.

In  performing  his duties,  Executive  will observe and follow the policies and
procedures established by Employer, which are subject to change by Employer from
time to time.

2.  Term of  Employment.  The  term  of  Executive's  employment  will be for an
indefinite  term  commencing on the date first written above and shall  continue
until it is terminated by Executive or the Employer  pursuant to the  provisions
of this Amended  Agreement,.  Upon the  termination  of this Amended  Agreement,
Executive  will not be entitled to receive any further  compensation  or payment
other than as expressly provided herein.

3. Monthly Base Salary.  In consideration for the services to be performed under
this  Amended  Agreement,  Executive  will  receive,  in  addition  to all other
benefits (the  "Benefits")  provided in this Amended  Agreement,  a monthly base
salary  (the  "Monthly  Base  Salary") as  follows:  ________________  ($______)
dollars,  however,  upon culmination of the Amalgamation the monthly base salary
shall increase to  ______________  ($_________)  dollars  payable by Employer in
semi-monthly installments or on such other basis as is generally established for
executive  employees  of  Employer  from time to time.  The Board will  annually
review the Monthly Base Salary or Benefits to  determine in its sole  discretion
what increase in Monthly Base Salary or Benefits, if any, is appropriate.

4.  Signing  Bonus In the event of a change in  control  of the  Corporation  as
defined in Section 11 of this Amended Agreement,  Executive shall have the right
to purchase all the shares  forming any signing  bonus or other option rights in
the time frame set forth.  Failure  of  Executive  to  exercise  or request  any
purchase  of option  rights  within the stated time frame and upon ten (10) days
written  notice by  Corporation  shall be considered a  termination  of all such
rights. Any shares obtained as a signing bonus shall be subject to the following
restrictions  regarding  resale thereof:  a) all shares shall be restricted from
resale



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for a period of one (1) year from the date of the Amalgamation and b) commencing
on the first  anniversary of the  Amalgamation  and for a period of one (1) year
from the first anniversary of the Amalgamation,  such shares shall be subject to
a three percent (3%) per quarter - cumulative resale restriction.

5. Participation in Benefit Programs. During the term of this Amended Agreement,
Executive  will be entitled to  participate  in all benefit  programs  hereafter
adopted by Employer from time to time and to the extent  permitted by such plans
or programs.

6. Options.  All shares obtained under the Corporation's  2000 Stock Option Plan
shall be subject to the following  restrictions regarding resale thereof: a) all
shares  shall be  restricted  from  resale for a period of one (1) year from the
date of the  Amalgamation  and b)  commencing  on the first  anniversary  of the
Amalgamation and for a period of one (1) year from the first  anniversary of the
Amalgamation  such shares shall be subject to a three percent (3%) per quarter -
cumulative resale restriction.

Any  and all  options  granted  by the  Corporation  that  have  accrued  to the
Executive shall expire upon the earlier of a) ten years from the day of grant or
b) the occurrence of one or more of the following events:

     (a)  up to and including the first anniversary of the Amalgamation, six (6)
          months  following the termination of the  Executive's  employment with
          the Corporation with or without cause; and

     (b)  after the first  anniversary  of the  Amalgamation,  three (3)  months
          following  the  termination  of the  Executive's  employment  with the
          Corporation with or without cause.

7. Expenses.  The Corporation  shall reimburse  Executive for all travel and all
other  expenses  directly  incurred by him in the course of  providing  services
hereunder.  At the end of each month,  Executive  shall provide the  Corporation
with copies of written  receipts  evidencing such expenses being incurred by him
and  thereafter,  the  Corporation  shall  reimburse  said employee for all such
expenses within 30 days after receipt.

8.  Exclusivity  of Services.  Executive will devote as much time as required by
the Corporation to fulfill his duties to the Corporation hereunder.

9.  Vacation.  Executive will be entitled to _____ (__) weeks paid vacation time
in each calendar year and such other reasonable time as requested.

10.  Termination.   This  Amended  Agreement  and  the  employment  relationship
hereunder may be terminated in any of the following circumstances:

     (a)  Death - This Amended Agreement will  automatically  terminate upon the
          death of  Executive,  in which case  Executive's  estate  will have no
          claim against  Employer for damages or otherwise  arising out of or in
          respect  of  this  Amended   Agreement   except  for  payment  of  any
          compensation  accrued  to the  date of such  death.  In the  event  of
          Executive's death:

          (i)  Employer  will  make  payment  within  60  days of the  death  of
               Executive,  to the  heirs,  successors  and  interests  or  legal
               representatives  of Executive  of all amounts  owing to Executive
               under this Amended Agreement as of the date of Executive's death;
               and

          (ii) Employer  will make such  payment  to the heirs,  successors  and
               interests or legal  representatives  of  Executive,  when due, as
               Employer  may be  otherwise  obligated  to make  pursuant  to any
               benefits  plan to which  Executive  is  entitled  to the  benefit
               thereof  pursuant  to  the  terms  of  this  Amended   Agreement,
               including,  without limitation, any benefits plan with respect to
               which Executive was, upon death, a beneficiary.



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<PAGE>

     (b)  Incapacity - If, during the term of this Amended Agreement,  Executive
          is materially  incapacitated from fully performing his duties pursuant
          to this Amended  Agreement by reason of illness,  disability  or other
          incapacity or by reason of any statute,  law,  ordinance,  regulation,
          order,  judgment  or  decree,  Employer  may  terminate  this  Amended
          Agreement  upon payment to Executive of such sum as payable  under the
          Termination provisions as set forth herein.

          For the purposes of Section 10(b) hereof,  "materially  incapacitated"
          shall mean any  condition  of  Executive  which  would  reasonably  be
          expected to have a significant  effect on his ability to fully perform
          his  duties as set out in  Section 1 hereof  for a period in excess of
          sixty (60) days.

     (c)  Cause -  Notwithstanding  any other  term of this  Amended  Agreement,
          Employer may discharge  Executive and terminate this Amended Agreement
          at any time for  just  cause  without  any  termination  compensation,
          payment  or   liability   whatsoever   to   Executive   and,  in  such
          circumstance,  Executive will be entitled to receive all  compensation
          and benefits provided to Executive hereunder which have accrued to the
          date of termination.  Just cause includes,  but is not limited to: (i)
          willful  breach by Executive  of a material  provision of this Amended
          Agreement,  and (ii) serious misconduct  incompatible with Executive's
          duties hereunder or prejudicial to Employer's business.

     (d)  Without Cause - This Amended Agreement and the employment relationship
          hereunder may be terminated by Employer  without cause, for any reason
          and at any time,  upon thirty (30) days written  notice of termination
          to  Executive.  Executive  shall be  entitled  to receive  besides all
          accrued compensation and benefits, severance compensation equal to two
          (2)  months  salary  for each  calendar  year or  portion  thereof  of
          employment. Such sum shall be payable, at the sole option of Employer,
          in equal  monthly  installments  over a three (3) month period or in a
          lump sum payment to Executive.

     (e)  Limitation on Liability - Notwithstanding  any other provision of this
          Amended Agreement, Employer's maximum liability for any breach of this
          Amended Agreement  including,  but not limited to, termination with or
          without cause and/or notice, will be no more than the compensation set
          out in  Section 10 or such sum as  awarded  according  to the terms of
          Section 21 hereof.


11. Change of Control of Corporation.  In the event that Executive resigns or is
terminated  with or without  cause within six (6) months of the date of a Change
of Control of the Corporation:

     (a)  Employer shall pay,  within fifteen (15) days after the effective date
          of the Change of Control Resignation,  to or to the order of Executive
          a lump sum payment  equal to two (2) months  salary for each  calendar
          year or portion thereof of employment (less any deductions required by
          law); and

     (2)  All Unexercised Rights held by Executive shall be accelerated so that,
          notwithstanding any provisions of any resolution, by-law, this Amended
          Agreement,  contract or instrument  pertaining  to or  evidencing  the
          Unexercised  Rights to the  contrary,  the  Unexercised  Rights  shall
          become  immediately  exercisable  and shall  remain  exercisable  upon
          notice by Executive for a period of six (6) months  following the date
          of the Change of Control Resignation, and this Amended Agreement shall
          evidence any such amended  agreement of Employer and Executive to such
          acceleration  as may be required  under,  pursuant to or in connection
          with the Unexercised  Rights or any documents or instruments  creating
          or governing such Unexercised Rights.

For the purpose of Section 11 hereof,  the following  words and phrases have the
following meanings:

          (i)  "Change of Control"  means any change,  but for the  contemplated
               Amalgamation and the transactions  related directly  thereto,  in
               the holding, direct or indirect of shares of Employer as a result
               of which a  person,  or a group of  persons,  or  persons  acting
               jointly or in concert,  or persons  associated or affiliated with
               any such person or group within the meaning of the Securities Act
               (British  Columbia),



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<PAGE>

               are in a position to exercise effective control of Employer.  For
               the  purposes  of this  Amended  Agreement,  a person or group of
               persons  holding shares and/or other  securities in excess of the
               number that,  directly or indirectly  (assuming the conversion of
               any  convertible  securities  and  the  exercise  of any  option,
               warrant or other  right to  acquire  shares of  Employer),  would
               entitle  the  holders  thereof to cast more than 50% of the votes
               attaching  to all  shares of  Employer  that may be cast to elect
               directors of Employer, or by Amended Agreement of the Corporation
               as to  control  shall be deemed to be in a position  to  exercise
               effect control of Employer;

          (ii) "Change of Control  Resignation"  means  Executive's  resignation
               from  Employer  within  six (6) months of the date of a Change of
               Control; and

          (iii)"Unexercised   Rights"   means   securities  or  rights  held  by
               Executive  that  are  convertible   into  or   exchangeable   for
               securities  of shares of  Employer  or any  affiliate  thereof or
               options,  rights, warrants or other entitlements for the purchase
               or  acquisition  of shares of Employer or any  affiliate  thereof
               that are not then exercisable.

12.  Prohibitions  Against  Assignments.  Executive  is at liberty to assign any
benefits  Executive may be entitled to under this Amended Agreement to any party
including his estate or a family related trust but is precluded from  delegating
to others,  without the prior  consent of the Board,  any of his  functions  and
duties hereunder.

13. Confidential  Information.  Executive will not divulge to any person, use to
the detriment of Employer or any of its  affiliates or  subsidiaries,  or use in
any business  competitive  with or similar to any business of Employer or any of
its  affiliates or  subsidiaries,  at any time during  employment by Employer or
thereafter,  any trade secrets or confidential  information  obtained during the
course of his  employment  with  Employer,  without first  obtaining the written
permission of the Board.  Confidential  information shall include, without being
limited to, the following:

     (a)  trade secrets;
     (b)  the names, addresses,  telephone numbers and telefax(s) of the present
          and  perspective  clients of Employer and individual  contacts at such
          clients;
     (c)  information as to the requirements of Employer's clients;
     (d)  pricing and sales information, policies and concepts;
     (e)  financial information;
     (f)  capital structure and shareholder information;
     (g)  business plans;
     (h)  market strategies;
     (i)  industry information; and
     (j)  technical information.

This provision will survive the  termination of this Amended  Agreement.  At the
time Executive leaves the employ of Employer, Executive will deliver to Employer
and not keep or deliver to anyone else any and all notes, notebooks,  memoranda,
documents and, in general, any and all material belonging to Employer.

14. Restrictions on Competition

     (a)  During  the  period  of  Executive's  employment,  and for a period of
          twelve  (12)  months   following  the   termination  of  this  Amended
          Agreement,  Executive  shall not,  anywhere in North America or in any
          other  country  in  which  the  Corporation   does  business,   accept
          employment  or render  service  to any  person,  firm or  corporation,
          directly or indirectly,  in competition with Employer or any affiliate
          thereof or,  directly or indirectly,  enter into or in any manner take
          part in or lend  his  name,  counsel  or  assistance  to any  venture,
          enterprise,  business or endeavor,  either as  proprietor,  principal,
          investor, partner, director, officer, employee,  consultant,  advisor,
          agent, independent contractor, or in any other capacity whatsoever for
          any purpose which



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          would be  competitive  with the business of Employer or any  affiliate
          thereof,  or any of their respective  successors;  provided,  however,
          that the  foregoing  shall not be deemed to  prohibit  Executive  from
          acquiring an equity  interest in any company,  the shares of which are
          listed on any national stock exchange.

     (b)  During a period of twelve (12) months  following  the  termination  of
          this Amended Agreement, without first obtaining the written consent of
          Employer,  which  consent  will not be  arbitrarily  and  unreasonably
          withheld, Executive shall not:

          (i)  solicit  any person or  corporation  who has been a  customer  or
               client of  Employer  during the twelve  (12)  months  immediately
               preceding the date of termination of this Amended Agreement; or

          (ii) solicit  or hire any  person who has been  employed  by  Employer
               during the twelve (12) months immediately  proceeding the date of
               the termination of this Amended Agreement.

     (c)  If the geographic  area of restriction set forth above in this Section
          14 shall be deemed or determined to be unreasonable  or  unenforceable
          by a Court of competent jurisdiction,  Executive agrees and submits to
          the reduction of the geographic area of restriction to such geographic
          area of  restriction  as the Court  shall  deem to be  reasonable  and
          enforceable.

     (d)  Executive  acknowledges  and agrees that the foregoing time limits are
          reasonable  and properly  required for the adequate  protection of the
          business of the Employer, and in the event that any time limitation is
          deemed to be  unreasonable  or  unenforceable  by a Court of competent
          jurisdiction,  Executive  agrees and submits to the  reduction  of the
          time  limitation  to  such  period  as  the  Court  shall  deem  to be
          reasonable and enforceable.

     (e)  Executive agrees that the restrictions and covenants contained in this
          Section 14 shall be construed  independent  of any other  provision of
          this  Amended  Agreement,  and the  existence of any claim or cause of
          action by  Executive  against  Employer,  whether  predicated  on this
          Amended Agreement or otherwise,  shall not constitute a defense to the
          enforcement  by Employer of the  covenants or  restrictions  contained
          herein, provided however that if any provision hereof shall be held to
          be illegal, invalid or unenforceable in any jurisdiction by a Court of
          competent  jurisdiction,  such  decision  shall not  effect  any other
          covenants or provisions of this Amended  Agreement or the  application
          of any other covenant or provision.

     (f)  Executive  acknowledges that the restrictions and covenants  contained
          herein will not materially effect Executive's  ability to obtain other
          employment.

     (g)  Executive  agrees that Employer has a material  interest in preserving
          the   relationships  it  has  developed  with  its  customers  against
          impairment   by   competitive   activities   of  a  former   employee.
          Accordingly,  Executive  agrees that the  restrictions  and  covenants
          contained in this Section 14 and Executive's  Amended  Agreement to it
          constitute  a  material  inducement  to  Employer  to enter  into this
          Amended  Agreement  and to  employ  Executive  and  to  pay  Executive
          compensation  for the services to be rendered to Employer by Executive
          (it  being   understood   and  agreed  by  the  parties   hereto  that
          compensation  shall also be paid and received in consideration of this
          Amended Agreement) and that Employer would not enter into this Amended
          Agreement absent such inducement.

15. Injunction  Executive  understands and agrees that the Employer shall suffer
irreparable  harm  in the  event  that  Executive  breaches  any of  Executive's
obligations under Sections 13 and 14 of this Amended Agreement and that monetary
damages  shall be  inadequate  to  compensate  the  Employer  for  such  breach.
Accordingly,  Executive  agrees  that,  in the event of a breach  or  threatened
breach by Executive of any of the  provisions  of this  Amended  Agreement,  the
Employer, in addition to and not in limitation of any other rights,  remedies or
damages  available  to it at law or in equity,  shall be  entitled to an interim
injunction,  interlocutory  injunction  and  permanent  injunction  in  order to
prevent  or  restrain  any  such  breach  by  Executive,  employers,  employees,
servants, agents, representatives and any and all persons directly or indirectly
acting for, on behalf of or with Executive.



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<PAGE>

16.  Severability.  If any covenant or other provision of this Amended Agreement
is invalid, illegal, or incapable of being enforced by reason of any rule of law
or public policy, then such covenant or other provision will be severed from and
will not affect any other  covenant or other  provision of this  Agreement,  and
thisAmended  Agreement  will  be  construed  as if  such  invalid,  illegal,  or
unenforceable  covenant or  provision  had never been  contained in this Amended
Agreement.  All other  covenants and provisions of this Amended  Agreement will,
nevertheless,  remain in full force and effect and no covenant or provision will
be deemed  dependent  upon any other  covenant or provision  unless so expressed
herein.

17.  Governing  Law.  This Amended  Agreement  will be construed and enforced in
accordance with the laws of the Province of British Columbia. All parties hereby
at torn to the exclusive jurisdiction of the Courts of British Columbia.

18.  Non-Assignability.  Subject to the  provisions  of Section 12, this Amended
Agreement  shall not be assigned by either party to this  Agreement  without the
prior written consent of the other party to this Agreement. .

19. No Waiver.  The failure of a party to insist upon  strict  adherence  to any
term of this Amended  Agreement on any occasion  will not be considered a waiver
and will not deprive  that party of the right to insist upon  adherence  to that
term or any other term of this  Amended  Agreement.  Any waiver or  amendment to
this Amended Agreement will be in writing.

20.  Withholdings.  All  compensation  provided by Employer  under this  Amended
Agreement  is subject to any and all  withholding  by  Employer  as  required by
applicable  law. In any event,  Executive will be responsible for payment of any
and all taxes in respect of any payments or benefits provided herein.

21.  Arbitration.  If any dispute  arises  between  the parties to this  Amended
Agreement  and is not resolved  amicably  between the parties,  then the dispute
will be  submitted  to a single  arbitrator  to be agreed upon by the parties to
that  dispute;  but,  if a single  arbitrator  cannot be agreed  upon within two
business days after the appointment of the single  arbitrator has been requested
by one of the  parties,  then the  dispute  will be referred to a board of three
arbitrators,  one to be  appointed  by each  party  to the  dispute  and a third
arbitrator to be appointed by the first two named  arbitrators.  If either party
to the dispute refuses or neglects to appoint an arbitrator  within two business
days after the other party to the dispute has appointed an  arbitrator,  and has
served  written  notice upon the other so refusing or  neglecting  to appoint an
arbitrator  requiring that party to make such  appointment,  then the arbitrator
first  appointed will, at the request of the party  appointing  him,  proceed to
hear and  determine the dispute as if he were a single  arbitrator  appointed by
both parties to the dispute for that purpose.  If two  arbitrators  are so named
within the time  prescribed and the  arbitrators do not agree within a period of
two business days upon the  appointment of the third  arbitrator,  then upon the
application  of  either  party to the  dispute,  the  third  arbitrator  will be
appointed by a Judge of the Supreme Court of British Columbia. The determination
made by the arbitrators or a majority of them, or by the single  arbitrator,  as
the case may be, will be final and binding upon the parties to the dispute.  The
costs  of the  third or  single  arbitrator,  as the case may be,  will be borne
equally by the parties to the  dispute,  and each of the  parties  will bear the
costs of the arbitrator appointed by him. The provisions of this Section 21 will
be deemed to be a  "submission"  to  arbitration  within the  provisions  of the
Commercial Arbitration Act (British Columbia), except that any limitation on the
remuneration  of  arbitrators   imposed  by  that   legislation  will  not  have
application to any arbitration proceedings commenced pursuant to this Agreement.

22.  Entire  Amended  Agreement.  Other than any stock  option  agreement(s)  or
agreements  related  to  benefits  payable  hereunder,  this  Amended  Agreement
constitutes the entire Amended  Agreement of the parties relating to the subject
matter hereof, and supersedes all previous Amended Agreements, arrangements, and
understandings,  whether  express or implied,  relating  to the  subject  matter
hereof. No other Amended Agreements,  oral, implied or otherwise,  regarding the
subject matter of this Amended  Agreement will be deemed to exist or bind either
of the parties hereto.




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<PAGE>




23.  Counterparts.  This  Amended  Agreement  may be  executed  in any number of
counterparts,  each of which shall be deemed to be an original  and all of which
taken  together  shall be  deemed  to  constitute  one and the same  instrument.
Counterparts  may be  executed  either in original or faxed form and the parties
adopt any signatures  received by a receiving fax machine as original signatures
of the parties;  provided,  however,  that any party  providing its signature in
such manner shall promptly  forward to the other party an original of the signed
copy of this Amended Agreement which was so faxed.

     IN WITNESS  WHEREOF,  Employer and  Executive  have  executed  this Amended
Agreement this____ day of June 2001.

                                 GROWTHEXPERTS GROUP INC.



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

                                 Name:   --------------------------------------
                                 Title:   -------------------------------------



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