EXHIBIT 4.2



                                                  Identification No. ___________



NONE OF THE SECURITIES TO WHICH THIS UNIT  SUBSCRIPTION  AGREEMENT  RELATES HAVE
BEEN REGISTERED UNDER THE UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,  NONE
MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY,  TO U.S.
PERSONS (AS  DEFINED  HEREIN)  EXCEPT  PURSUANT TO AN  EXEMPTION  FROM,  OR IN A
TRANSACTION  NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS  OF THE 1933 ACT OR
PURSUANT TO A REGISTRATION  STATEMENT  EFFECTIVE  UNDER THE 1933 ACT AND IN EACH
CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS

                           UNIT SUBSCRIPTION AGREEMENT

                                ASPI EUROPE, INC.


     The undersigned  purchaser (the "Purchaser") hereby irrevocably  subscribes
for and agrees to purchase  the number of Units (the  "Units")  indicated on the
signature  page hereto in  consideration  of the aggregate  purchase  price (the
"Purchase Price") to be transferred to ASPi Europe, Inc., a Delaware corporation
(the "Company"),  upon the closing of the transaction  contemplated  hereby (the
"Transaction").  Each Unit  consists of two (2) shares of the  company's  common
stock  (the  "Shares"),  one (1)  warrant to  purchase a share of the  Company's
common  stock at an  exercise  price of $1.50 and one (1)  warrant  to  purchase
common  stock at an exercise  price of $2.00.  Each Unit will be issued at $2.00
per unit (collectively, the "Warrants"). The minimum subscription is US$100,000,
unless otherwise agreed to by the Company.

     The  execution  by  the  Purchaser  of  this  Subscription  Agreement  (the
"Subscription  Agreement")  will  constitute  an offer by the  Purchaser  to the
Company to subscribe for the Units.  The Company's  acceptance of such offer, as
evidenced by the signature of its authorized  officer below,  will constitute an
agreement  between the  Purchaser  and the Company for the Purchaser to purchase
from the Company,  and for the Company to issue and sell to the  Purchaser,  the
Units upon the terms and conditions contained herein.

     In  connection  with  such  subscription,   the  Purchaser  hereby  agrees,
represents and warrants as follows:

1.   Agreement to Purchase; Number of Units.

     The Purchaser  hereby  subscribes  for and agrees to purchase the number of
Units set forth on the signature page hereto.  Simultaneously with the execution
of this  Subscription  Agreement,  the  Purchaser  shall pay to the  Company the
Purchase Price by certified or cashier's check payable to "ASPi Europe, Inc." or
by wire transfer which shall be applied to payment for the Units  subscribed for
herein.

     The  Company may accept or reject any  subscription  in whole or in part or
may elect to allot to any  prospective  investor  less than the  number of Units
applied for by such investor.

2.   Closing; Delivery of Shares and Warrants.

     This offering of securities  will  terminate on the earlier of (i) June 15,
2001,  unless the closing date is extended in the sole discretion of the Company
for a period of up to 90 days,  or (ii) the date on which the maximum  number of
Units being offered  hereby is fully  subscribed  (the  "Closing").  The Company
shall hold such subscribed amounts in a separate account of the Company, and its
use shall be  contingent  upon the  completion  of the proposed  acquisition  of
Growth  Experts Group Inc.  ("GrowthExperts").  In the event the  acquisition of
GrowthExperts  is not  completed,  the  Company  shall  promptly  return to each
investor his, her or its respective subscription amounts, without interest.

     Pursuant to the letter of intent between the Company and GrowthExperts, the
Company must raise a minimum of $1,500,000 in gross  proceeds from this offering
before the proposed acquisition may be completed. After the proposed acquisition
of  GrowthExperts  is completed,  the Company reserves the right to close on any



<PAGE>

subscriptions  received  thereafter  as funds  and  executed  documentation  are
received by the Company, without providing notice to the subscriber. Subscribers
will thereafter be advised of the acceptance of their subscriptions.

     After  the  Closing,   the  Company  shall  deliver  to  each  Purchaser  a
certificate (or certificates,  if requested in writing by the Purchaser prior to
such Closing)  representing  the number of Shares  purchased,  registered in the
name of the Purchaser and executed copies of the warrants, in the forms attached
hereto as Exhibits A and B. The Company and the  Purchaser  also hereby agree to
execute and deliver at the Closing  such other  documents as may be necessary or
appropriate to complete such Closing.

3.   Purchase Entirely for Own Account.

     The Purchaser  represents and warrants that he, she or it is purchasing the
Units solely for the  Purchaser's own account for investment and not with a view
to or for sale or  distribution of the Units,  the Shares  (including the shares
issuable upon  exercise of the Warrants) or the Warrants or any portion  thereof
and without  any present  intention  of selling,  offering to sell or  otherwise
disposing  of or  distributing  the  Units,  the  Shares  (including  the shares
issuable upon  exercise of the Warrants) or the Warrants or any portion  thereof
in any  transaction  other than a transaction  complying  with the  registration
requirements of the Securities Act of 1933, as amended  ("Securities  Act"), and
applicable  state  securities  or "Blue Sky" laws,  or pursuant to an  exemption
therefrom.

4.   British Columbia Representations and Warranties

     The Purchaser  acknowledges and agrees that the Purchaser is purchasing the
Units pursuant to the exemptions from the prospectus  requirements of applicable
securities legislation and as a consequence:

     (a)  the  Purchaser  is  restricted  from using most of the civil  remedies
          available under applicable securities legislation,

     (b)  the  Purchaser  may not receive  information  that would  otherwise be
          required   to  be  provided   to  him  under   applicable   securities
          legislation, and

     (c)  the Company is relieved from certain  obligations that would otherwise
          apply under applicable securities legislation;

The  Purchaser  additionally  represents,  warrants and covenants to the Company
(which representations, warranties and covenants shall survive Closing):

     (a)  the Subscriber is purchasing as principal for its own account, and not
          for the benefit of any other person or company, a sufficient number of
          Units such that the aggregate acquisition cost to the Purchaser is not
          less than Cdn $97,000;

     (b)  if the Purchaser is not an individual or a corporation, each member of
          the partnership,  syndicate or other unincorporated organization which
          is the  purchaser,  or each  beneficiary  of the  trust  which  is the
          purchaser,  as the case may be, is an individual  who has an aggregate
          acquisition cost for the Units of not less than Cdn $97,000;

     (c)  neither the  Purchaser  nor any party on whose behalf the Purchaser is
          acting has been created,  established,  formed or incorporated solely,
          or is used primarily,  to acquire securities or to permit the purchase
          of the Units without a prospectus in reliance on an exemption from the
          prospectus requirements of applicable securities legislation; and

     (d)  if  the  Purchaser  is  purchasing  pursuant  to  the  exemption  from
          prospectus  requirements available under subsection 74(2)(4) of the BC
          Act and is not purchasing for its own account:


<PAGE>

          (i)  the Purchaser is:

               A.   a trust  company or an insurer which has received a business
                    authorization under the Financial  Institutions Act (British
                    Columbia)  or is a trust  company or an  insurer  authorized
                    under the laws of another province or territory of Canada to
                    carry on such business in such  province or  territory,  and
                    the Purchaser is purchasing the Units as an agent or trustee
                    for accounts that are fully managed by the Purchaser; or

               B.   an advisor who manages the investment  portfolios of clients
                    through  discretionary  authority  granted  by one  or  more
                    clients and the Purchaser is:

                    I.   registered  as an advisor  under the BC Act or the laws
                         of  another  province  or  territory  of  Canada or the
                         Purchaser  is  exempt  from such  registration  and the
                         Purchaser  is  purchasing  the  Units as an  agent  for
                         accounts that are fully managed by the Purchaser; or

                    II.  carrying  on the  business  of an  advisor  outside  of
                         Canada in which case:

                         a.   it was not created solely or primarily for the
                              purpose of purchasing Units of the Company;

                         b.   the total asset value of the investment
                              portfolios it manages on behalf of clients is not
                              less than $20,000,0000; or

                         c.   it does not believe and has no reasonable grounds
                              to believe that any resident of British Columbia
                              or any directors, senior officers or other
                              insiders of the Company or any persons carrying on
                              investor relations activities for the Company has
                              a beneficial interest in any of the managed
                              accounts for which it is purchasing, and

          (ii) the aggregate acquisition cost for the Units in not less than Cdn
               $97,000.

5.   Information Concerning the Company.

     The  Purchaser  acknowledges  that  he,  she or it has  received  all  such
information as the Purchaser  deems necessary and appropriate to enable him, her
or it to evaluate the  financial  risk  inherent in making an  investment in the
Units,  including  but not limited to the  Company's  Offering  Memorandum,  the
Company's  Form 10-K  filed  with the  United  States  Securities  and  Exchange
Commission  dated  March 1,  2001,  GrowthExperts'  Confidential  Business  Plan
prepared  by  GrowthExperts  and  other the  documents  and  materials  included
therewith,  which  includes a description of the risks inherent in an investment
in the Company (the "Disclosure Documents").  The Purchaser further acknowledges
that the Purchaser has received satisfactory and complete information concerning
the business and financial condition of the Company in response to all inquiries
in respect thereof.

6.   Economic Risk and Suitability.

     The Purchaser represents and warrants as follows:

     (a) The  Purchaser  realizes  that the  Purchaser's  purchase  of the Units
     involves a high degree of risk and will be a  speculative  investment,  and
     that he, she or it is able,  without  impairing the  Purchaser's  financial
     condition, to hold the Units for an indefinite period of time.

     (b)  The  Purchaser  recognizes  that  there  is  no  assurance  of  future
     profitable   operations  and  that  investment  in  the  Company   involves
     substantial  risks, and that the Purchaser has taken full cognizance of and
     understands all of the risks factors related to the purchase of the Units.


<PAGE>

     (c) The  Purchaser  has  carefully  considered  and has,  to the extent the
     Purchaser   believes  such   discussion   necessary,   discussed  with  the
     Purchaser's  professional legal, tax and financial advisors the suitability
     of an  investment  in the  Company  for the  particular  tax and  financial
     situation of the Purchaser and that the  Purchaser  and/or the  Purchaser's
     advisors have determined  that the Units are a suitable  investment for the
     Purchaser.

     (d) The financial  condition and  investment of the Purchaser are such that
     he,  she  or it is in a  financial  position  to  hold  the  Units  for  an
     indefinite period of time and to bear the economic risk of, and withstand a
     complete loss of, the Purchase Price.

     (e) The Purchaser  alone, or with the assistance of professional  advisors,
     has such  knowledge and  experience in financial and business  matters that
     the  undersigned  is  capable  of  evaluating  the  merits and risks of the
     Purchaser's purchase of the Units.

     (f) The  Purchaser  has  carefully  read the  Disclosure  Documents and the
     Company has made available to the Purchaser or the Purchaser's advisors all
     information and documents requested by the Purchaser relating to investment
     in the Units, and has provided  answers to the Purchaser's  satisfaction to
     all of the Purchaser's questions concerning the Company and the offering.

     (g) The Purchaser has relied solely upon the Disclosure  Documents,  advice
     of his or her representatives,  if any, and independent investigations made
     by the Purchaser  and/or his or her purchaser  representatives,  if any, in
     making  the  decision  to  purchase  the Units  subscribed  for  herein and
     acknowledges  that no  representations  or agreements  other than those set
     forth in the  Disclosure  Documents  have  been  made to the  Purchaser  in
     respect thereto.

     (h) All  information  which  the  Purchaser  has  provided  concerning  the
     Purchaser himself, herself or itself is correct and complete as of the date
     set  forth  below,  and if there  should  be any  material  change  in such
     information prior to the acceptance of this subscription for the Units, he,
     she or it will immediately provide such information to the Company.

     (i) The  Purchaser  confirms  that the  Purchaser  has  received no general
     solicitation  or  general  advertisement  and has  attended  no  seminar or
     meeting (whose  attendees have been invited by any general  solicitation or
     general  advertisement) and has received no advertisement in any newspaper,
     magazine, or similar media,  broadcast on television or radio regarding the
     offering of the Units.

     (j) If a natural person, the Purchaser is at least 21 years of age.

     (k) The Purchaser resides at the address indicated below.

7.   Restricted Securities.

     The  Purchaser  acknowledges  that the Company has hereby  disclosed to the
Purchaser in writing:

     (a) The Units,  the Shares  (including the shares issuable upon exercise of
     the  Warrants)  and  the  Warrants  have  not  been  registered  under  the
     Securities  Act, or the securities  laws of any state of the United States,
     and such Units,  Shares and Warrants must be held indefinitely unless their
     transfer  is  subsequently  registered  under the  Securities  Act, or such
     Units,  Shares and  Warrants  are sold  pursuant to  Regulation S under the
     Securities  Act or pursuant to an  exemption  from  registration  under the
     Securities Act; and

     (b) The Company will make a notation in its records of the  above-described
     restrictions on transfer and of the legend described below.


<PAGE>

     The  Purchaser  acknowledges  that the Company has hereby  disclosed to the
Purchaser  in  writing  that any  resale of the  Shares  and the  common  shares
underlying the Warrants will be subject to resale restrictions  contained in the
securities   legislation  applicable  to  each  Purchaser  or  to  the  proposed
transferee,  and since the Company is not a reporting  issuer in any province or
territory of Canada,  any  applicable  hold periods under the laws of such other
jurisdictions  may never  expire and as such,  the Shares and the common  shares
underlying  the  Warrants  may be  subject  to  restrictions  on  resale  for an
indefinite period of time.

8.   Registration Rights Agreement

     As a condition  to  purchasing  the Units,  the  Purchaser  and the Company
hereby agree to execute a Registration  Rights  Agreement,  in the form attached
hereto as Exhibit C.

9.   Market Stand-off

     The  Purchaser  hereby  agrees  that he, she or it shall not, to the extent
requested by the managing  underwriter  of an  underwritten  public  offering in
which  the  Company's  Securities  (as  defined  below)  are sold,  directly  or
indirectly, offer, sell, pledge, contract to sell, transfer the economic risk of
ownership  in,  make any short sale,  grant any option to purchase or  otherwise
dispose of any voting  common  stock or  non-voting  common stock of the Company
(collectively,  "Stock") or any securities  convertible  into or exchangeable or
exercisable  for  or  any  other  rights  to  purchase  or  acquire  Securities,
including,  without  limitation,  shares of voting  common stock and  non-voting
common stock which may be deemed to be  beneficially  owned by each Purchaser in
accordance with the rules and regulations of the SEC and shares of voting common
stock and  non-voting  common stock which may be issued upon exercise of a stock
option or warrant,  or enter into any  Hedging  Transaction  (as defined  below)
relating to Securities  (each of the foregoing  referred to as a  "Disposition")
for a period of 180 days after the effective date of the registration  statement
relating to such underwritten  public offering (the "Lock-Up Period") unless the
managing  underwriter  otherwise agrees;  provided,  however,  such restrictions
shall apply only if all of the  Company's  officers and directors and holders of
five  percent (5%) or more of the  Company's  Securities  (collectively,  "Other
Restricted Sellers") enter into similar agreements;  provided, further, however,
that the Purchaser  shall be permitted to participate on a pro rata basis in any
early  release  from the Lock-Up  Period of any Other  Restricted  Seller by the
managing  underwriter.  The  foregoing  restriction  is  expressly  intended  to
preclude  the  Purchaser  from  engaging  in any  Hedging  Transaction  or other
transaction which is designed to or reasonably  expected to lead to or result in
a Disposition during the Lock-Up Period even if the Securities would be disposed
of by someone other than the Purchaser.  "Hedging  Transaction"  means any short
sale  (whether  or not against  the box) or any  purchase,  sale or grant of any
right (including,  without  limitation,  any put or call option) with respect to
any security  (other than a broad-based  market basket or index) that  includes,
relates to or derives any significant part of its value from the Securities. For
purposes of this Section 8,  "Securities"  shall means equity  securities of the
Company that are, or that are convertible  directly or indirectly  into,  voting
common stock or non-voting common stock.

     The  Purchaser  hereby  agrees to execute and deliver in a timely manner an
agreement in customary form proposed by such managing underwriter confirming the
foregoing covenants.

     In order to enforce the  foregoing  covenants,  the Company may impose stop
transfer instructions with respect to the Stock of the Purchaser (and the shares
or securities of every other person subject to the foregoing  restriction) until
the end of such period.

10.  Legend.

     The Purchaser agrees that all of the  certificates  representing the Shares
and the  Warrants  shall have  endorsed  thereon a legend in  substantially  the
following form:

     THESE  SHARES OF COMMON  STOCK  HAVE NOT BEEN  REGISTERED  UNDER THE UNITED
     STATES  SECURITIES  ACT OF 1933, AS AMENDED  ("1933 ACT") OR THE SECURITIES
     LAWS  OF ANY  STATE  OF THE  UNITED  STATES  AND  MAY BE  OFFERED,  SOLD OR
     OTHERWISE  TRANSFERRED  ONLY (I) TO THE  COMPANY,  (II)  OUTSIDE THE UNITED
     STATES  IN  COMPLIANCE  WITH RULE 904 OF  REGULATION  S UNDER THE 1933 ACT,
     (III) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION


<PAGE>

     UNDER THE 1933 ACT PROVIDED BY RULE 144  THEREUNDER,  OR (IV) IN COMPLIANCE
     WITH ANOTHER  EXEMPTION  FROM  REGISTRATION,  IN EACH CASE AFTER  PROVIDING
     EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY BE MADE WITHOUT
     REGISTRATION  UNDER  THE  1933  ACT.  HEDGING  TRANSACTIONS  INVOLVING  THE
     SECURITIES  REPRESENTED  HEREBY MAY NOT BE CONDUCTED  UNLESS IN  COMPLIANCE
     WITH THE 1933 ACT.

11.  Further Limitations on Disposition.

     Without  in any way  limiting  its  representations  set forth  above,  the
Purchaser  further agrees that it shall in no event make any  disposition of all
or any portion of the Units,  the Shares  (including  the shares  issuable  upon
exercise of the Warrants) or the Warrants unless:

     (a) There is then in effect a registration  statement  under the Securities
     Act covering  such proposed  disposition  and such  disposition  is made in
     accordance with said registration statement; or

     (b) (i) The  Purchaser  shall have  notified  the  Company of the  proposed
     disposition and shall have furnished the Company with a reasonably detailed
     statement of the circumstances  surrounding the proposed disposition;  (ii)
     the  Purchaser  shall have  furnished the Company with an opinion of his or
     her  counsel  to  the  effect  that  such   disposition  will  not  require
     registration  under the Securities  Act; and (iii) such opinion shall be in
     form and substance reasonably acceptable to counsel for the Company and the
     Company shall have advised the Purchaser of such acceptance.

12.  Offering Limited to Qualified Investors.

     The  Purchaser  has  executed  and  delivered  to the Company  herewith the
certifications  set forth on Schedule B hereto if the prospective  subscriber is
an individual and:

     (a) Has executed and delivered to the Company  herewith the  certifications
     set forth on Schedule A hereto;

                                     - or -

     (b) Hereby represents and warrants to the Company as follows:

          (i) The  Purchaser is not a "U.S.  Person," as such term is defined by
     Rule 902 of Regulation S under the Securities Act (the  definition of which
     includes,  but is not  limited  to, an  individual  resident  in the United
     States and an estate or trust of which any  executor  or  administrator  or
     trustee,  respectively, is a U.S. Person and any partnership or corporation
     organized or incorporated under the laws of the United States);

          (ii) The  Purchaser  was  outside  the  United  States  at the time of
     execution and delivery of this Subscription Agreement;

          (iii) No  offers  to sell the  Units  were  made by any  person to the
     Purchaser while the Purchaser was in the United States;

          (iv) The Units are not being acquired, directly or indirectly, for the
     account or benefit of a U.S. Person or a person in the United States;

          (v) The Purchaser  agrees not to engage in hedging  transactions  with
     regard  to  the  Units  prior  to  the  expiration  of  the  one  (1)  year
     distribution  compliance period set forth in Rule 903(b)(3) of Regulation S
     under the Securities Act; and

          (vi) The Purchaser  acknowledges  and agrees with the Company that the
     Company  shall  refuse to  register  any  transfer of the Units not made in
     accordance  with the  provisions of Regulation S, pursuant to  registration
     under the  Securities  Act,  or  pursuant to an  available  exemption  from
     registration under the Securities Act.

<PAGE>

13.  Understandings.

     The  Purchaser  understands,  acknowledges  and agrees  with the Company as
follows:

     (a) The  Purchaser  hereby  acknowledges  and agrees that the  subscription
     hereunder is irrevocable by the  undersigned,  that,  except as required by
     law and except to the extent any of the  Disclosure  Documents  contain any
     misrepresentation  of a material fact or omit to state a fact  necessary in
     order to make the statements made therein not  misleading,  the undersigned
     is not entitled to cancel,  terminate or revoke this Subscription Agreement
     or any agreements of the undersigned  hereunder and that this  Subscription
     Agreement and such other  agreements  shall survive the death or disability
     of the  undersigned  and shall be binding  upon and inure to the benefit of
     the parties and their heirs, executors,  administrators,  successors, legal
     representatives  and permitted assigns. If the undersigned is more than one
     person,  the  obligations of the  undersigned  hereunder shall be joint and
     several and the agreements, representations, warranties and acknowledgments
     herein  contained  shall be deemed to be made by and be  binding  upon each
     such person and his/her heirs, executors, administrators, successors, legal
     representatives and permitted assigns.

     (b) No Federal or state agency has made any finding or  determination as to
     the accuracy or adequacy of the Disclosure  Documents or as to the fairness
     of the terms of this  offering for  investment  nor any  recommendation  or
     endorsement of the Units.

     (c) The  representations,  warranties  and  agreements  of the  undersigned
     contained herein and in any other writing  delivered in connection with the
     transactions  contemplated hereby shall be true and correct in all respects
     on and as of the date of the sale of the Units as if made on and as of such
     date and shall  survive the  execution  and  delivery of this  Subscription
     Agreement and the purchase of the Units.

     (d) THE UNITS,  THE SHARES  (INCLUDING THE SHARES ISSUABLE UPON EXERCISE OF
     THE  WARRANTS)  AND THE  WARRANTS  THAT ARE ISSUED MAY NOT BE  TRANSFERRED,
     RESOLD OR OTHERWISE  DISPOSED OF EXCEPT AS PERMITTED  UNDER THE  SECURITIES
     ACT AND APPLICABLE  STATE  SECURITIES  LAWS,  PURSUANT TO  REGISTRATION  OR
     EXEMPTION  THEREFROM.  THE  PURCHASERS  SHOULD  BE AWARE  THAT THEY WILL BE
     REQUIRED TO BEAR THE FINANCIAL  RISKS OF THIS  INVESTMENT FOR AN INDEFINITE
     PERIOD OF TIME.

14.  Miscellaneous.

     (a) On or  after  the  date of  this  Subscription  Agreement,  each of the
     parties shall,  at the request of the other,  furnish,  execute and deliver
     such documents and instruments and take such other action as the requesting
     party shall  reasonably  require as necessary or desirable to carry out the
     transactions contemplated herein.

     (b) This Subscription  Agreement and the Units issued hereunder,  including
     all matters of construction, validity and performance, shall be governed by
     and  construed  and  enforced in  accordance  with the laws of the State of
     Washington,  as  applied  to  contracts  made,  executed  and  to be  fully
     performed  in such state by citizens of such state,  without  regard to its
     conflict  of law  rules.  The  parties  hereto  agree  that  the  exclusive
     jurisdiction  and venue for any action  brought  between the parties  under
     this  Subscription  Agreement  or the Units  shall be the state and federal
     courts sitting in King County,  Washington,  and each of the parties hereby
     agrees and submits itself to the exclusive  jurisdiction  and venue of such
     courts for such purpose.

     (c) This Subscription  Agreement comprises the entire agreement between the
     parties.  It may be changed only by further  written  agreement,  signed by
     both parties.  It supersedes  and merges within it all prior  agreements or
     understandings   between  the  parties,   whether   written  or  oral.   In
     interpreting or construing this Subscription  Agreement,  the fact that one
     or the other of the parties may have drafted this Subscription Agreement or
     any provision shall not be given any weight or relevance.


                             [SIGNATURE PAGE BELOW]


<PAGE>

                     [SUBSCRIPTION AGREEMENT SIGNATURE PAGE]


Date: ---------------------, 2001.



--------------------------                  $-------------------------------
Number of Units purchased                   Aggregate Purchase Price




--------------------------                  --------------------------------
Signature                                   Name - Typed or Printed

                                            --------------------------------
                                            Title (if applicable)

--------------------------------------------------------------------------------
Address


--------------------------                  --------------------------------
Telephone Number                            Taxpayer Number, if any

Manner in Which Title is to be Held.  State precisely the name or names in which
the Shares are to be registered and whether the Shares or the Warrants are to be
held as joint  tenants  with  right  of  survivorship,  as  tenants  in  common,
individually or otherwise:


                  ---------------------------------------------

                  ---------------------------------------------


                                   ACCEPTANCE

     The  foregoing  Subscription  Agreement  and  the  consideration  reflected
therein are hereby accepted.


     DATE: --------------------, 2001.




                                     ASPI EUROPE, INC., a Delaware corporation


                                     By  ---------------------------------------

                                     Its ---------------------------------------


<PAGE>


                                   SCHEDULE A

                 ONLY U.S. PURCHASERS NEED TO COMPLETE AND SIGN


          (Capitalized terms not specifically defined herein shall have
                       the meaning ascribed to them in the
           Subscription Agreement to which this Schedule is attached.)


In connection with the execution of the Subscription  Agreement attached hereto,
the  undersigned  (the  "Purchaser")  covenants,  represents and warrants to the
Company that the  Purchaser  satisfies one or more of the  categories  indicated
below (please place an "X" on the appropriate lines):

--  Category 1.     A bank, as defined in Section 3(a)(2) of the Securities Act,
                    whether acting in its individual or fiduciary capacity; or

--  Category 2.     A  savings  and loan  association  or other  institution  as
                    defined  in  Section  3(a)  (5) (A) of the  Securities  Act,
                    whether acting in its individual or fiduciary capacity; or

--  Category 3.     A broker or dealer registered  pursuant to Section 15 of the
                    Securities Exchange Act of 1934; or

--  Category 4.     An  insurance  company as  defined  in Section  2(13) of the
                    Securities Act; or

--  Category 5.     An  investment   company  registered  under  the  Investment
                    Company Act of 1940; or

--  Category 6.     A business  development  company as defined in Section  2(a)
                    (48) of the Investment Company Act of 1940; or

--  Category 7.     A small  business  investment  company  licensed by the U.S.
                    Small Business Administration under Section 301(c) or (d) of
                    the Small Business Investment Act of 1958; or

--  Category 8.     A plan  established and maintained by a state, its political
                    subdivision or any agency or  instrumentality  of a state or
                    its   political   subdivisions,   for  the  benefit  of  its
                    employees, with assets in excess of $5,000,000; or

--  Category 9.     An employee  benefit plan within the meaning of the Employee
                    Retirement   Income  Security  Act  of  1974  in  which  the
                    investment decision is made by a plan fiduciary,  as defined
                    in  Section  3(21)  of such  Act,  which  is  either a bank,
                    savings   and  loan   association,   insurance   company  or
                    registered  investment  advisor, or an employee benefit plan
                    with  total  assets  in  excess  of  $5,000,000   or,  if  a
                    self-directed plan, the investment decisions are made solely
                    by persons who are accredited investors; or

--  Category 10.    A private business development company as defined in Section
                    202(a) (22) or the Investment Advisers Act of 1940; or

--  Category 11.    An  organization  described  in  Section  501(c)(3)  of  the
                    Internal  Revenue Code, a corporation,  a  Massachusetts  or
                    similar business trust, or a partnership, not formed for the
                    specific  purpose  of  acquiring  the  Interest,  with total
                    assets in excess of $5,000,000; or

--  Category 12.    A director or executive officer of the Company; or


<PAGE>

--  Category 13.    A natural person whose  individual  net worth,  or joint net
                    worth  with  that  person's  spouse,  at the  time  of  this
                    purchase exceeds $1,000,000; or

--  Category 14.    A natural  person who had an individual  income in excess of
                    $200,000  in each of the two  most  recent  years  or  joint
                    income  with that  person's  spouse in excess of $300,000 in
                    each of those  years  and has a  reasonable  expectation  of
                    reaching the same income level in the current year; or

--  Category 15.    A trust,  with  total  assets in excess of  $5,000,000,  not
                    formed for the specific  purpose of acquiring  the Interest,
                    whose  purchase  is directed  by a  sophisticated  person as
                    described in SEC Rule 506(b)(2)(ii); or

--  Category 16.    An entity in which all of the equity  owners are  accredited
                    investors.



                              Dated this --- day of ---------------------, 2001.



                              -----------------------------------------
                              (Name of the Purchaser - please print)


                              By: -------------------------------------
                              (Authorized Signature)

                              -----------------------------------------
                              (Official Capacity or Title -
                              please print)

                              -----------------------------------------
                              (Please print name of individual
                              whose signature appears above if
                              different than the name of the
                              Purchaser printed above)


<PAGE>

                                   SCHEDULE B

          ONLY INDIVIDUALS WHO ARE PURCHASING NEED TO COMPLETE AND SIGN

This is the form required under section 135 of the Rules and, if applicable,  by
an order issued under section 76 of the Securities Act.

                                  FORM 20A (IP)
                                 Securities Act
                     Acknowledgment of Individual Purchaser

1.   I  have  agreed  to  purchase   from  ASPi  Europe  Inc.   (the   "Issuer")
     ______________ Units (the "Units") of the Issuer.

2.   I am purchasing  the Units as principal and, on closing of the agreement of
     purchase and sale, I will be the beneficial owner of the Units.

3.   I [circle one] have/have not received an offering memorandum describing the
     Issuer and the Units.

4.   I acknowledge that:

     (a)  no securities  commission or similar regulatory authority has reviewed
          or passed on the merits of the Units, AND

     (b)  there is no government or other insurance covering the Units, AND

     (c)  I may lose all of my investment, AND

     (d)  there are  restrictions on my ability to resell the Units and it is my
          responsibility  to find out what those  restrictions are and to comply
          with them before selling the Units, AND

     (e)  I will not receive a prospectus that the British  Columbia  Securities
          Act,  R.S.B.C.  1996,  c. 418 (the "Act") would  otherwise  require be
          given to me because  the Issuer has advised me that it is relying on a
          prospectus exemption, AND

     (f)  because I am not purchasing  the Units under a prospectus,  I will not
          have the civil remedies that would otherwise be available to me, AND

     (g)  the  Issuer  has  advised  me that it is using an  exemption  from the
          requirement to sell through a dealer  registered under the Act, except
          purchases referred to in paragraph 5(g), and as a result I do not have
          the benefit of any protection  that might have been available to me by
          having a dealer act on my behalf.

5.   I also acknowledge that: [circle one]

     (a)  I am purchasing  Units that have an aggregate  acquisition cost of Cdn
          $97,000 or more, OR

     (b)  my net worth,  or my net worth  jointly  with my spouse at the date of
          the agreement of purchase and sale of the Units,  is not less than Cdn
          $400,000, OR


<PAGE>

     (c)  my annual net income  before tax is not less than Cdn  $75,000,  or my
          annual net income  before tax jointly  with my spouse is not less than
          Cdn $125,000,  in each of the two most recent  calendar  years,  and I
          reasonably  expect to have  annual net  income  before tax of not less
          than Cdn  $75,000  or annual net income  before  tax  jointly  with my
          spouse of not less than Cdn $125,000 in the current calendar year, OR

     (d)  I am registered under the Act, OR

     (e)  I am a spouse, parent, brother, sister or child of a senior officer or
          director of the Issuer, or of an affiliate of the Issuer, OR

     (f)  I am a close  personal  friend of a senior  officer or director of the
          Issuer, or of an affiliate of the Issuer, OR

     (g)  I am purchasing  Units under section  128(c) (Cdn $25,000 - registrant
          required)  of the  Rules,  and I have  spoken  to a  person  [Name  of
          registered person: (the "Registered  Person")] who has advised me that
          the  Registered  Person is  registered to trade or advise in the Units
          and that the purchase of the Units is a suitable investment for me.

6.   If I am an  individual  referred to in  paragraph  5(b),  5(c),  or 5(d), I
     acknowledge  that, on the basis of information about the Units furnished by
     the  Issuer,  I am able to  evaluate  the  risks  and  merits  of the Units
     because: [circle one]

     (h)  of my financial, business or investment experience, OR

     (i)  I have  received  advice from a person  [Name of adviser:  -----------
          (the "Adviser")] who has advised me that the Adviser is:

          (i)  registered  to advise,  or exempted  from the  requirement  to be
               registered to advise, in respect of the Securities, and

          (ii) not an insider of, or in a special relationship with, the Issuer.

The statements made in this report are true.

DATED ---------------------, 2001


                                            ------------------------------------
                                            Signature of Purchaser

                                            ------------------------------------
                                            Name of Purchaser

                                            ------------------------------------
                                            Address of Purchaser



<PAGE>

                                    EXHIBIT A




<PAGE>

                                    EXHIBIT B


<PAGE>

                                    EXHIBIT C