EXHIBIT 10.19


                            CREDIT FACILITY AGREEMENT

     THIS CREDIT FACILITY AGREEMENT (the "Agreement"),  is made and entered into
as of May 17th,  2000 by and between  ASPI EUROPE,  INC., a Florida  Corporation
("ASPI"), and MANHATTAN INVESTMENTS INCORPORATED, a NEVIS corporation ("MAN").

                                    RECITALS

     WHEREAS, MAN has agreed to provide ASPI with a loan facility of One Hundred
and  Twenty-Five  Thousand  United States Dollars  (US$125,000) on the terms and
conditions set forth herein and in the exhibits hereto.

     WHEREAS,  the parties  have agreed  that the  Maturity  Date for all credit
extended by MAN be the 31st of August, 2000.

                                    AGREEMENT

     NOW, THEREFORE,  for good and valuable consideration,  the receipt of which
is hereby acknowledged, MAN and ASPI hereby agree as follows:

1.   Credit Facility; Use of Proceeds.

     1.1  Subject  to the terms and  conditions  of this  Agreement,  MAN hereby
          agrees to  immediately  advance One Hundred and  Twenty-Five  Thousand
          United States Dollars (US$125,000) to ASPI.

     1.2  ASPI may, from time to time, prior to the Maturity Date,  partially or
          wholly repay all advances.

     1.3  The Advances  shall be used by ASPI for working  capital  purposes and
          current payables.

2.   Interest  Rate and Fees.  Interest  and fees shall accrue and be payable on
all Advances as set forth in the Note.

3.   Collateral. This Agreement is not collateralized.

4.   Representations and Warranties of ASPI.

     As a material  inducement  to MAN to enter into and execute this  Agreement
and to perform its covenants,  agreements, duties and obligations hereunder, and
in consideration therefor,  ASPI hereby makes the following  representations and
warranties,  each of which (a) is material  and is being relied upon by MAN as a
material  inducement  to enter into this  Agreement and (b) is true at and as of
the date hereof.

     4.1  Authority. ASPI has full power and authority to enter into and perform
          its  obligations  set forth in this  Agreement and to borrow and repay
          Advances under this Agreement.

     4.2  Compliance  with  Laws,  etc.  The  execution  and  delivery  of  this
          Agreement does not and will not violate any  requirement of law or any
          contractual obligation of ASPI.



                                      -1-
<PAGE>

     4.3  Defaults.  ASPI  is  not  currently  in  default  of  any  contractual
          obligation  which  would  have a  material  adverse  effect  on ASPI's
          business, assets or financial condition.

     4.4  Litigation.  There is no litigation,  arbitration or other proceedings
          taking place,  pending or to the knowledge of ASPI threatened  against
          ASPI  or any of its  assets  which  questions  the  validity  of  this
          Agreement or the right of ASPI to enter into it or to  consummate  the
          transactions contemplated hereby.

     4.5  Disclosures.   To  the  best  of  ASPI's  knowledge,  the  information
          contained in the covenants, agreements, representations and warranties
          of ASPI in this Agreement, as contemplated hereby (i) does not contain
          or will not contain any untrue  statement of a material  fact, or (ii)
          does not omit or will not omit a material  fact  necessary to make the
          statements contained herein or therein not misleading.

     4.6  Material Adverse Change.  Except as otherwise  disclosed to MAN, there
          has been no Event of Default (as defined in Section 6.1) and no change
          or changes in the  operations,  management,  business or  prospects of
          ASPI which,  either  individually or in the aggregate,  has had or may
          have, a material adverse effect on ASPI and its subsidiaries, taken as
          a whole (a "Material Adverse Change").

5.   Covenants of ASPI. ASPI covenants and agrees with MAN that during the
term of this Agreement,  unless  otherwise  consented to in writing by MAN, ASPI
shall:

     5.1  Operation  in the  Ordinary  Course.  Operate and conduct its business
          within the normal course of business,  and use  reasonable  efforts to
          maintain its business and properties, maintain insurance in accordance
          with current policies,  and operate in accordance with all contractual
          obligations and  requirements of law to protect and preserve the value
          of MAN.

     5.2  Minimize  Advances.  Limit its Advances  pursuant to the Note to funds
          necessary  to meet  cash flow  requirements,  to the  extent  that the
          business  strategy  of ASPI,  as  discussed  with  MAN,  would  not be
          comprised.

     5.3  Cooperation in Fundraising. Will execute and deliver such instruments,
          documents  and  further  assurances  as MAN  from  time  to  time  may
          reasonably request in connection with raising capital for ASPI.

     5.4  Inspection  Rights.  ASPI shall permit any  authorized  representative
          designated by MAN, at MAN's  expense,  to visit and inspect any of the
          properties of the ASPI or any of its subsidiaries,  and to discuss its
          and their  affairs,  finances and accounts with its and their officers
          or  employees  all at such  reasonable  times  and as  often as may be
          reasonably requested;  provided that such rights shall be exercised in
          a manner so as not to materially  and  adversely  disrupt the ordinary
          course of business of the ASPI or any of its subsidiaries.

     5.5  Notification.  ASPI shall promptly (but in no event more than five (5)
          days  following the occurrence of any such event or matter) notify MAN
          of (i) the occurrence of any Material  Adverse Change or any "Event of
          Default" (as defined in Section 6.1), or any  condition,  event or act
          which with the giving of notice or the passage of time (or both) would
          constitute  an  Event  of  Default;  (ii)  any  change  in  the  name,
          organizational  structure or control of ASPI;  (iii) the occurrence of
          any uninsured or partially insured loss through fire, theft, liability
          or property  damage in excess of  $100,000;  or (iv) any suit or other
          proceeding  where the amount sought to be recovered by the complaining
          party  exceeds  $100,000,  or  where  one or more  of the  allegations
          against ASPI or any of its officers,



                                      -2-
<PAGE>

          directors or employees  involves fraud or potential criminal liability
          on the part of any such persons or entities.

     5.6  Use of  Proceeds.  ASPI  shall  use  the  funds  for  working  capital
          purposes.

6.   Events of Default; Remedies.

     6.1  Event of Default.  The  occurrence of any one or more of the following
          shall constitute an "Event of Default" under this Agreement:  (a) ASPI
          shall  fail to pay when  due any  principal,  interest,  fees or other
          amounts  payable  under  or  shall  fail to  observe  or  perform  any
          obligation, duty or other covenant contained in this Agreement, or any
          representation  or  warranty  of ASPI under any Loan  Document  or any
          exhibit  hereto  shall  prove  at  any  time  to be  incorrect  in any
          significant  respect  (provided that ASPI shall be provided a ten (10)
          day grace  period not more often than twice during any 12 month period
          with respect to the failure to make any payment  required  hereunder);
          (b) ASPI  shall be in  default  under the terms of any other  material
          agreement,  contract or instrument to which it shall be a party, which
          default shall have a material  adverse  impact on ASPI; (c) ASPI shall
          dissolve  and  wind-up  its  business   affairs  or  shall   otherwise
          discontinue or substantially wind down its business operations;  shall
          become  insolvent;   shall  suffer,   consent  to  or  apply  for  the
          appointment of a receiver,  trustee, custodian or liquidator of or for
          itself or for any of its  property;  shall  generally  fail to pay its
          debts  as they  become  due or make a  general  a  assignment  for the
          benefit of creditors; shall file a voluntary petition in bankruptcy or
          seek a reorganization  in order to effect a plan or other  arrangement
          with  creditors  or seek any  other  relief  under the  insolvency  or
          bankruptcy laws of any country,  as amended (the "Bankruptcy Law"), or
          any  state  law,  whether  now  or  hereafter  in  effect;   shall  be
          adjudicated  bankrupt;  or shall have entered against it any order for
          relief under the  Bankruptcy  Law or any such state law, or shall have
          filed against it, an involuntary  petition  pursuant to the Bankruptcy
          Law or any such state law, and in each such case the same shall not be
          dismissed or discharged  within sixty (60) days following the entry of
          such order or filing;  (d) any of the agreements  attached as exhibits
          hereto  shall be in whole or in material  part  unenforceable;  or (e)
          there shall exist or occur any event or condition  which impairs or is
          substantially likely to impair ASPI's ability to repay in a prompt and
          timely   fashion  all  principal  and  accrued   interest  under  this
          Agreement,  and/or  ASPI's  ability to perform in a timely  manner all
          duties and obligations  hereunder in strict  accordance with the terms
          hereof.

     6.2  Remedies.  Upon  the  occurrence  of an Event of  Default,  MAN  shall
          furnish  written notice to ASPI,  specifying the Event of Default.  If
          ASPI shall not have cured such alleged Default within ten (10) days in
          the event of a failure to make any  payment  due  hereunder  or within
          twenty (20)  calendar days in the event of any other Event of Default,
          then,  at  MAN's  option  and  notwithstanding  anything  else in this
          Agreement to the contrary,  (a) all unpaid and  outstanding  principal
          and accrued  interest under the Note shall become  immediately due and
          payable  without  notice,  presentment,  demand,  protest or notice of
          dishonor,  all  of  which  are  expressly  waived  by  ASPI;  (b)  the
          obligation of MAN to make any further Advances shall immediately cease
          and terminate;  and (c) MAN shall have all rights, powers and remedies
          available under this Agreement or as otherwise provided by law, all of
          which  rights,  powers and remedies  may be exercised at any time,  or
          from time to time, by MAN following such occurrence.  All such rights,
          powers and remedies of MAN are  cumulative and not exclusive and shall
          be in  addition  to any and all  other  rights,  powers  and  remedies
          provided by law or equity.



                                      -3-
<PAGE>

7.   Conditions to the Obligations of MAN to Make Advance. The obligation of MAN
to make the first advance  hereunder shall be subject to the satisfaction of the
conditions set forth in this Section 8, unless waived by MAN.

     7.1  Accuracy  of  Representations  and  Warranties  of  ASPI  and  Related
          Certificate.  The representations and warranties of ASPI shall be true
          and  correct  as of the date  Advance is made (an  "Advance  Date") as
          though  made on and as of such date,  ASPI shall  have  performed  all
          obligations  and complied with all covenants  required to be performed
          or to be  complied  with by ASPI under this  Agreement  on or prior to
          each Advance Date.

     7.2  No Pending or Threatened Legal Action. No order, injunction, decree or
          other action or legal, administrative, arbitration or other proceeding
          or investigation by any governmental  organization shall be pending or
          threatened,  challenging  or  imposing  a material  limitation  on the
          execution, delivery or performance of this Agreement, the consummation
          of any of the  transactions  contemplated  hereby or the  operation by
          ASPI of its business as now  conducted or as presently  proposed to be
          conducted.

     7.3  Proceedings and Documents.  All  proceedings  taken in connection with
          the  transactions  contemplated  hereby and all documents  incident to
          such  transactions  shall  be  reasonably  satisfactory  in  form  and
          substance to MAN and its counsel.

     7.4  No Material Adverse Change.  There shall have been no Material Adverse
          Change.

8.   Extension.

     8.1  Extension. This Agreement may be extended by further written agreement
          of the parties.

     8.2  Automatic.  This  Agreement  will  automatically  terminate  upon  the
          occurrence  of an Event  of  Default  as set  forth  in  Section  6.2.
          Notwithstanding  anything else in this Agreement to the contrary, upon
          automatic termination hereunder,  all unpaid and outstanding principal
          and accrued  interest under the Note shall become  immediately due and
          payable without notice.

9.   Indemnification.

     9.1  Indemnification.  ASPI hereby  indemnifies  MAN and/or its Affiliates,
          (collectively  the "MAN Indemnified  Parties" and each individually an
          "MAN  Indemnified  Party")  against,   and  agrees  to  hold  the  MAN
          Indemnified  Parties  harmless from, and to defend the MAN Indemnified
          Parties  against,  any and all damages (as defined below)  incurred or
          suffered  by  the  MAN   Indemnified   Parties   arising  out  of  any
          misrepresentation,  inaccuracy  or  MAN on in  any  representation  or
          warranty made by ASPI under this Agreement.  Promptly after receipt by
          an MAN Indemnified  Party of notice of the  commencement of any action
          such party will,  if a claim in respect  thereof is to be made against
          an MAN Indemnified  Party under this Section 9, notify ASPI in writing
          of the  commencement  thereof.  In case any  such  action  is  brought
          against  an MAN  Indemnified  Party  and  such MAN  Indemnified  Party
          notifies ASPI of the  commencement  thereof,  ASPI will be entitled to
          participate therein.

     9.2  Cumulative  Remedy.  The  indemnity  provided by this Section 10 is in
          addition  to any other  rights or remedies  which the MAN  Indemnified
          Parties or their successors or assigns may have at law or in equity on
          account of, or with  respect  to, any of the  matters  covered by this
          Section 10, or any other Section based upon any other representations,
          warranties or covenants or agreements set forth in this Agreement.



                                      -4-
<PAGE>

10.  Definitions.

     10.1 "Affiliate"  means, with respect to any Person:  (A) any Person who is
          an  "affiliate"  of such Person as defined in Rule 12b-2 of the United
          States  Securities   Exchange   Commission  under  the  United  States
          Securities and Exchange Act of 1934, as amended, (B) any Person who is
          a director,  officer or partner or holds a similar  position  with any
          entity in which  such  Person  has a 10% or  greater  equity or profit
          interest,  and (C) any family member of a person referred to in (A) or
          (B).

     10.2 "Contractual   Obligation"  means,  in  respect  of  any  Person,  any
          agreement or  instrument,  written or oral,  to which such Person is a
          party or by which it or any of its  properties  or assets  are  bound,
          including,   without  limitation,   (i)  any  charter,   bylaw,  trust
          instrument,  indenture or evidence of indebtedness and (ii) any lease,
          contract,  guarantee,  indemnity  or other  obligation  or  commitment
          either by the  Person  or by any other  person  which  relates  to the
          property, assets, obligations or commitments of the Person.

     10.3 "Damages"  as used  herein  shall  mean any and all  claims,  actions,
          demands, losses, costs, expenses, liabilities,  damages and recoveries
          to the full amount of the actual damage occasioned by each deficiency,
          misrepresentation,   inaccuracy,  omission  or  breach  in  each  case
          including  interest,  penalties  or other damage  (including,  without
          limitation,  reasonable  attorneys'  fees and other costs and expenses
          reasonably  incurred in  investigating  or in  attempting to avoid the
          same or oppose the imposition thereof or of enforcing this indemnity).

     10.4 "Person"  means  any  individual,   corporation,   partnership,  joint
          venture,  trust, estate,  unincorporated  organization,  Government or
          Governmental body.

11.  Notices.   All   notices,   requests,   demands,   deliveries   and   other
communications   hereunder   shall  be  in  writing  and,  except  as  otherwise
specifically  provided  in this  Agreement,  shall be  deemed  to have been duly
given,  upon receipt,  if delivered  personally or via fax, or ten business days
after  deposit  in the  mail,  if  mailed,  first  class  with  postage  prepaid
(confirmed  by telex if the  addressee  is in a country  other  than that of the
sender) to the parties at the following addresses:

         If to ASP:
                  ASPI EUROPE, INC.
                  Attention: Patrick McGrath
                  Two Union Square
                  601 Union Square, Suite 4200
                  Seattle, WA 98101

         If to the MAN:
                  MANHATTAN INVESTMENTS INCORPORATED
                  P.O. BOX 691
                  1215 Geneva 15
                  Switzerland

     Any of the parties  hereto may,  from time to time,  change its address for
receiving notices by giving written notice thereof in the manner outlined above.




                                      -5-
<PAGE>

12.  Counterparts. This Agreement may be executed in any number of counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

13.  Entire Agreement.  This Agreement and the other agreements  entered into in
connection  herewith  supersede all prior  negotiations and agreements  (whether
written or oral) and  constitute  the  entire  understanding  among the  parties
hereto.

14.  Successors.  This  Agreement  shall  inure to the benefit of and be binding
upon the parties named herein and their respective successors and assigns.

15.  Headings.  The  section  headings  contained  in  this  Agreement  are  for
convenience  only and shall not control or affect the meaning or construction of
any of the provisions of this Agreement.

16.  Governing Law. This Agreement shall be construed and enforced in accordance
with the  laws of  Bermuda  applicable  to  Agreements  to be  entered  into and
entirely performed within such jurisdiction.

17.  Delay,  Etc. No delay or omission  to exercise  any right,  power or remedy
accruing to any party  hereto  shall  impair any such right,  power or remedy of
such party nor be  construed  to be a waiver of any such right,  power or remedy
nor constitute any course of dealing or performance hereunder.

18.  Costs and Attorneys' Fees. If any action, suit,  arbitration  proceeding or
other  proceeding is instituted  arising out of this  Agreement,  the prevailing
party shall recover all of such party's costs,  including,  without  limitation,
the court costs and reasonable  attorneys' fees incurred therein,  including any
and all appeals or petitions therefrom.

19.  Further  Assurances,  etc. From the date hereof, the parties will cooperate
with one another in order to effectuate  the  transactions  contemplated  hereby
and, in that regard,  will execute and deliver such  instruments,  documents and
further assurances as the other party from time to time may reasonably request.

20.  Waiver and Amendment. Any of the terms and provisions of this Agreement may
be waived at any time by the party which is entitled to the benefit thereof, but
only by a written  instrument  executed by such  party.  This  Agreement  may be
amended only by an agreement in writing executed by MAN and ASPI. 1.

21.  Assignment.  Neither  this  Agreement  nor any  right  pursuing  hereto  or
interest  herein shall be assignable by either of the parties hereto without the
prior written consent of the other party hereto.


     IN WITNESS WHEREOF,  the undersigned parties hereto have duly executed this
Agreement as of the date first above written.

                                       ASPI EUROPE, INC.


                                       By: /s/ Patrick McGrath
                                           ------------------------------------

                                       MANHATTAN INVESTMENTS INCORPORATED


                                       By: /s/ David Craven
                                           -------------------------------------








                                      -6-
<PAGE>


                                    EXHIBITS

                  Exhibit A                          Promissory Note


<PAGE>


                                    EXHIBIT A

                                 PROMISSORY NOTE

up to US$125,000                                                   May 17, 2000


     In  consideration  of  such  loan  or  advance   ("Advance")  as  MANHATTAN
INVESTMENTS  INCORPORATED,  a Nevis Corporation ("MAN"),  makes hereon to or for
the benefit or at the request of ASPI EUROPE,  INC., a Florida  corporation (the
"Maker"),  the Maker  hereby  promises to pay on or before  August 31, 2000 (the
"Maturity Date") to MAN, or order (the "Holder"),  in lawful money of the United
States of America, all Advances,  plus interest thereon, at the rate hereinafter
provided.

     The unpaid principal balance hereon is One Hundred and Twenty-Five Thousand
United States Dollars $125,000 ("Maximum Principal Amount").

     Interest  on this note  shall  accrue at a per  annum  rate of ten  percent
(10%).  The  outstanding  principal  amount of this Note,  together  with unpaid
accrued  interest  thereon,  shall be due and  payable  in full on or before the
Maturity Date.

     This Note shall,  at the option of the Holder,  become  immediately due and
payable, without notice or demand, and MAN 's obligation to make advances to the
Maker shall, without notice or demand, terminate, upon an Event of Default or as
otherwise provided in the Credit Facility Agreement.

     The Maker may,  from time to time,  prepay  this Note  either in full or in
part, without penalty.

     The Maker and all endorsers and guarantors  hereof, if any, severally waive
diligence and the right to plead any statute of limitations, presentment, grace,
protest and demand, and also notice of protest,  demand, dishonor and nonpayment
of this Note,  and notice of intention to accelerate  the maturity date, and any
and all moratorium, appraisement, exemption and homestead rights now provided or
which may  hereafter  be  provided by any  federal or state  statute  both as to
itself  personally  and as to all of its or  their  property,  whether  real  or
personal, against the enforcement and collection of the obligations evidenced by
this Note and any and all extensions,  renewals and  modifications  hereof.  The
Maker,  and every  endorser or guarantor of this Note,  regardless  of the time,
order or place of signing,  hereby assents to any extension or  postponement  of
the time of payment or any other indulgence,  to any  substitution,  exchange or
release of  collateral,  and to the  addition  or release of any other  party or
person primarily or secondarily liable with respect to the obligations evidenced
by this Note. No delay or omission on the part of the Holder in  exercising  any
right or remedy  under this Note  shall  operate as a waiver of such right or of
any other right of such Holder,  nor shall any delay,  omission or waiver on any
one  occasion  be deemed to  constitute  the  waiver of the same or of any other
right on any future occasion. Time is of the essence of each and every provision
herein.

     Upon failure of the Maker to perform or to pay, in full,  any obligation of
the Maker under this Note,  or any  instrument  securing  this Note, as and when
such  performance or payment shall become due, then at the option of the Holder,
upon demand but without any advance notice being required, the principal balance
of this Note together with all accrued interest thereon,  plus all other amounts
payable at the time of such  demand  pursuant  to this Note,  or any  instrument
securing this Note,  shall become  immediately  due and payable in full or as to
any portion  designated by the Holder.  Failure to exercise the foregoing option
(or any other right or remedy  provided  herein in any instrument  securing this
Note,  or at law) upon any default of the Maker shall



<PAGE>

not  constitute  waiver of the right to exercise  the same or any other  option,
right,  or remedy at any  subsequent  time in  respect  of the same event or any
other  event of  default,  and the Maker and each  endorser  and each  guarantor
hereof  hereby  expressly  waive the benefit of every  statute or rule of law or
equity  which  would  produce  a  result  contrary  to or in  conflict  with the
foregoing.

     The  acceptance by the Holder of any payment  hereunder  which is less than
payment in full of any amount due and payable by the time of such payment  shall
not constitute a waiver of the right to exercise any option, right, or remedy at
that time or at any subsequent  time, nor shall it nullify any prior exercise of
any such option,  right,  or remedy without the express  written  consent of the
Holder.

     All  agreements  between the Maker and the Holder are expressly  limited so
that in no  contingency  or event  whatsoever,  whether  by reason of payment of
extension or loan or commitment  fees, of advancement of proceeds,  acceleration
of maturity  of the unpaid  principal  balance  hereof or  otherwise,  shall the
amount  paid or  agreed to be paid to the  Holder  for the use,  forbearance  or
detention  of  the  principal  amount  hereof  exceed  the  maximum  legal  rate
permissible  under  any law  which a court of  competent  jurisdiction  may deem
applicable  hereto.  If, from any  circumstance  whatsoever,  fulfillment of any
provision  of this  Note or any  instrument  securing  this  Note,  at the  time
performance  of such  provision  shall be due,  shall involve  transcending  the
maximum  legal rate of  interest  prescribed  by law which a court of  competent
jurisdiction  may deem  applicable  hereto or thereto,  then,  ipso  facto,  the
obligation  to be fulfilled  shall be reduced to the limit of such maximum rate,
and if from any circumstance the Holder shall ever receive as interest an amount
which would exceed said maximum legal rate, such amount which would be excessive
interest shall be applied to the reduction of the unpaid  principal  balance due
hereunder and not to the payment of interest;  to the extent that such excessive
amount exceeds the unpaid principal  balance hereon,  the Holder shall refund it
to the Maker. In determining whether excessive interest would be charged hereon,
to the extent  permitted by applicable law all sums paid or agreed to be paid to
the Holder for the use, forbearance,  or detention of the indebtedness evidenced
hereby outstanding from time to time shall be prorated, amortized, allocated and
spread from the date of  disbursement of the proceeds of this Note until payment
in full of the unpaid  principal  sum so that the  actual  rate of  interest  on
account of such indebtedness is uniform throughout the term hereof.

     The Maker and the Holder intend that all of the provisions  hereof shall be
valid and enforceable as specifically set forth herein.  If any provision hereof
is declared to be invalid or unenforceable, it is the intention of the Maker and
the Holder that the remainder of this document, or, if applicable, the remainder
of the invalid or unenforceable clause,  sentence, or paragraph,  shall be valid
and enforced to the fullest extent permitted.

     The  Maker  agrees  to pay on demand  all  costs of  collection,  including
reasonable  attorneys' fees, incurred by the Holder in enforcing the obligations
of the Maker under this Note.

     Subject to and upon  compliance with the provisions  hereof,  the Holder of
the Promissory Note shall have the right, at such Holder's  option,  at any time
prior to notice  of  prepayment,  to  convert  all or any part of the  principal
amount, and related accrued interest,  of such Promissory Note into Common Stock
at the price of 80% of the closing  market  value of the Common Stock on the day
the Company  receives  notification of conversion.  For twelve months  following
conversion, the Holder will be notified not later than thirty (30) days prior to
an  anticipated  filing  with  the  Securities  and  Exchange  Commission  of  a
registration statement, excluding a Form S-8. Subject to any restriction imposed
by any underwriter of such offering,  the Holder will have the opportunity to be
included in such  registration  statements  equal to the amount of Common  Stock
issued upon conversion.

     This Note may not be  changed  orally but only by an  agreement  in writing
signed by the party against whom such change is sought to be enforced.





<PAGE>

     IN WITNESS  WHEREOF,  the Maker has executed and delivered  this Note as of
the date first above written.

                                        ASPI EUROPE, INC.


                                        By: /s/ Patrick McGrath
                                            ------------------------------------

                                        Title: Chief Financial Officer


                                        MANHATTAN INVESTMENTS INCORPORATED


                                        By: /s/ David Craven
                                            ------------------------------------

                                        Title: Director