EXHIBIT 10.9


                            GROWTHEXPERTS GROUP INC.

                             2000 STOCK OPTION PLAN

                           FIRST AMENDED AND RESTATED
                            STOCK OPTION CERTIFICATE

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Full Name of Option Holder (the                 Certificate Number:
"Optionee")


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Number of Shares Covered (the "Option           Type of Option:
Shares"):
                                                -- Incentive Stock Option

                                                -- Non-Qualified Stock Option



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Date of Grant:                                  Expiration Date:


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                               Exercise Schedule

                             Date of Exercisability

                                Number of Shares

                                Price Per Share

                                   Conditions

The following conditions shall apply to any and all of the above-referenced
Option shares:

     1)   All Option  Shares shall be subject to conditions of the First Amended
          and Restated Executive Employment Agreement by and between the parties
          hereto.

     2)   If  exercised,  any and all Option  Shares  shall be  restricted  from
          resale for a period of one (1) year from the ate of the closing of the
          acquisition of GrowthExperts Group Inc. (the "Company") by ASPi Europe
          Inc. (the "Acquisition").

     3)   After the first  anniversary of the closing of the Acquisition and for
          a period of one (1) year from the first  anniversary of the closing of
          the  Acquisition  and any and all  exercised  option  shares  shall be
          subject  to  a  three  percent  (3%)  per  quarter-  cumulative  sales
          restriction.




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     THIS FIRST  AMENDED AND RESTATED  STOCK OPTION  CERTIFICATE  (the  "Amended
Option  Certificate")  is entered  into as of the date set forth  below  between
GrowthExperts  Group  Inc.,  an Alberta  corporation  (the  "Company"),  and the
undersigned  optionee (the  "Optionee").  Unless otherwise  defined herein,  the
terms  defined in the 2000 Stock  Option Plan (the  "Plan")  shall have the same
defined meanings in this Amended Option Certificate.

     WHEREAS, subject to and conditioned upon the closing of the amalgamation of
ASPi Alberta, an Alberta company,  and the Company, the Company and the Optionee
desire to amend and restate the  understanding  between  them  evidenced  by the
Option Certificate  attached hereto as Exhibit A (the "Option  Certificate") for
common shares of the Company's stock (the "Common Stock"); and

     WHEREAS,  if  such  amalgamation  is not  completed,  this  Amended  Option
Certificate will not become  effective and the original Option  certificate will
continue to govern such grant of options to the Optionee;

     NOW, THEREFORE,  in consideration of the agreements contained herein and in
consideration  of the benefit to the  Optionee of closing  the  Acquisition  and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the Company and the Optionee enter into this Amended Option
Certificate.

     1.  Options not  Transferable.  This Option may not be  transferred  in any
manner other than by will or by the laws of descent or  distribution  and may be
exercised  during the lifetime of Optionee  only by  Optionee.  The terms of the
Plan and this Amended  Option  Certificate  shall be binding upon the executors,
administrators,  heirs, successors and assigns of the Optionee. Upon any attempt
to transfer,  pledge,  hypothecate or otherwise  dispose of any Option or of any
right or privilege  conferred by the Plan contrary to the provisions thereof, or
upon the sale,  levy or  attachment  or  similar  process  upon the  rights  and
privileges  conferred by the Plan,  such Option shall  thereupon  terminate  and
become null and void.

     2. Investment Intent. By accepting the Option, the Optionee  represents and
agrees that none of the shares of Common Stock  purchased  upon  exercise of the
Option will be distributed in violation of applicable  Canadian or U.S.  federal
and state laws and  regulations.  In  addition,  the Company may  require,  as a
condition of exercising the Options,  that the Optionee  execute an undertaking,
in such a form as the Company shall reasonably specify, that the Common Stock is
being  purchased only for  investment and without any then present  intention to
sell or distribute such shares.

     3. Termination of Options.

          (a)  All  unvested  Options  shall  expire  upon  any  termination  of
Optionee's  employment or  contractual  relationship  with the Company,  whether
voluntary or involuntary, or upon the death or Disability of Optionee.

          (b) All vested Options shall expire at the earliest of the following:

               (1)  ten (10) years from the date of the Date of Grant; provided,
                    however,  that the  expiration  date of any Incentive  Stock
                    Option granted to a  greater-than-10%  shareholder shall not
                    be later than five (5) years from the Date of Grant;

               (2)  up to and including the first  anniversary of the closing of
                    the   Acquisition,   six  (6)  months  after   voluntary  or
                    involuntary   termination   of   Optionee's   employment  or
                    contractual   relationship   with  the  Company  other  than
                    termination as described in Paragraph 3(b)(4) below;



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               (3)  after  the  first   anniversary   of  the   closing  of  the
                    Acquisition, three (3) months after voluntary or involuntary
                    termination   of  Optionee's   employment   or   contractual
                    relationship  with the  Company  other than  termination  as
                    described in Paragraph 3(b)(4);

               (4)  upon  termination  of Optionee's  employment or  contractual
                    relationship  with the Company for cause (as  determined  in
                    the sole discretion of the Committee).

     4. Adjustments to Total Number of Option Shares. Unless otherwise set forth
in Section 8 of the Plan,  if the  outstanding  Shares  that are subject to this
Option  shall at any time be  changed or  exchanged  by  declaration  of a stock
dividend,  split-up,  subdivision or  combination  of shares,  recapitalization,
merger,  consolidation or other corporate reorganization in which the Company is
the surviving corporation,  the number and kind of shares subject to this Option
and the Exercise Price shall be  appropriately  and equitably  adjusted so as to
maintain the  proportionate  number of shares  without  changing  the  aggregate
Exercise Price. In the event of a dissolution or liquidation of the Company,  or
a merger,  consolidation,  sale of all or  substantially  all of its assets,  or
other  corporate  reorganization  in  which  the  Company  is not the  surviving
corporation, or in which the Company is the surviving corporation but holders of
shares of Company capital stock receive securities of another corporation,  this
Option and all rights shall automatically transfer to the surviving entity as of
the effective date of such event.

     5. Exercise of Option. Options shall be exercisable, in full or in part, at
any time after vesting, until termination;  provided, however, that any Optionee
who is subject to the reporting  and  liability  provisions of Section 16 of the
Securities  Exchange  Act of 1934 with  respect  to the  Common  Stock  shall be
precluded  from  selling  or  transferring  any Common  Stock or other  security
underlying an Option during the six (6) months  immediately  following the grant
of that Option. If less than all of the shares included in the vested portion of
any Option are purchased,  the remainder may be purchased at any subsequent time
prior to the  expiration  of the Option term.  No portion of any Option for less
than one hundred  (100)  shares (as adjusted  pursuant to Section 4, above,  and
Section 8 of the Plan) may be exercised: provided, that if the vested portion of
any Option is less than one  hundred  (100)  shares,  it may be  exercised  with
respect  to shares  for which it is  vested.  Only  whole  shares  may be issued
pursuant to an Option, and to the extent that an Option covers less than one (1)
share, it is unexercisable.

     Each  exercise  of the Option  shall be by means of delivery of a notice of
election to exercise  (which may be in the form attached hereto as Exhibit B) to
the Secretary of the Company at its principal  executive office,  specifying the
number of shares of Common Stock to be purchased and  accompanied  by payment in
cash by certified  check or cashier's  check in the amount of the full  exercise
price for the Common Stock to be purchased.

     6. Type of Option;  Tax Consequences.  Unless otherwise  provided,  Options
granted  in  accordance  with the  Plan  shall be  Non-Qualified  Stock  Options
("NSO").  If the Amended  Option  Certificate  provides that Options  granted to
Optionee  are  Incentive  Stock  Options  ("ISO"),  such Options are intended to
qualify as  Incentive  Stock  Options  under  Section  422 of the U.S.  Internal
Revenue Code (the "Code").  Set forth below is a brief summary as of the date of
this Agreement of some of the U.S.  federal tax consequences of exercise of this
Option and  disposition  of the Option  Shares for citizens and residents of the
United  States.  THIS SUMMARY IS  NECESSARILY  INCOMPLETE,  AND THE TAX LAWS AND
REGULATIONS  ARE SUBJECT TO CHANGE.  THE OPTIONEE  SHOULD  CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE OPTION SHARES.

          (a) Exercise of NSO.  There may be a regular U.S.  federal  income tax
liability,  at  ordinary  income  tax rates,  upon the  exercise  of an NSO.  If
Optionee is an employee,  officer or consultant (each an "Employee") or a former
Employee, the Company will be required to withhold from Optionee's  compensation
or collect from Optionee and pay to the applicable taxing  authorities an amount
in cash  equal  to a  percentage  of this  compensation  income  at the  time of
exercise,  and may refuse to honor the exercise and refuse to deliver  Shares if
such withholding amounts are not delivered at the time of exercise.



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<PAGE>

          (b) Exercise of ISO. If this Option qualifies as an ISO, there will be
no regular U.S.  federal  income tax liability  upon the exercise of the Option,
although the Optionee may be subject to the alternative  minimum tax in the year
of exercise.

          (c)  Disposition  of  Shares.  The  disposition  of  Option  Shares is
generally a taxable  event.  The tax treatment will depend on whether the Option
is an ISO or an NSO,  and on the length of time for which  Optionee has held the
Option Shares.

     7. Notice of Disqualifying Disposition of ISO Shares. If the Option granted
to- Optionee  herein is an ISO, and if Optionee  sells or otherwise  disposes of
any of the Option Shares acquired  pursuant to the ISO on or before the later of
(1) the date two years  after the Date of Grant,  or (2) the date one year after
the date of exercise,  the Optionee  agrees to report sales of such shares prior
to the above  determined  date to the Company within five (5) business day after
such sale is concluded.  The Optionee also agrees to pay to the Company,  within
five (5) business  days after such sale is concluded,  the amount  necessary for
the Company to satisfy its withholding  requirement required by the Code by cash
or check.  Nothing in this Section 7 is intended as a representation that Common
Stock may be sold without  registration under Canadian or U.S. state and federal
securities  laws  or an  exemption  therefrom,  or  that  such  registration  or
exemption will be available at any specified time

     8. Subject to 2000 Stock Option Plan.  The terms of the Options are subject
to the  provisions of the Plan, as the same may from time to time be amended,  a
copy of which has been  delivered to the  Optionee,  and which is available  for
inspection at the principal offices of the Company.

     9. Plan Subject to Change.  The Plan and the policies  governing  grants of
Options under the Plan,  including,  without limitation,  grant timing,  vesting
schedules,  and eligibility  standards,  are subject to change at any time after
the date of this  Amended  Option  Certificate  by the Board of Directors of the
Company or the Committee.

     10.  Professional  Advice.  The  acceptance  of the Options and the sale of
Common  Stock issued  pursuant to the exercise of Options may have  consequences
under Canadian or U.S.  federal,  provincial  and state tax and securities  laws
which may vary  depending  upon the  individual  circumstances  of the Optionee.
Accordingly,  the  Optionee  acknowledges  that he or she has  been  advised  to
consult  his or her  personal  legal and tax  advisor  in  connection  with this
Amended Option  Certificate  and his or her dealings with respect to Options for
the Common Stock. Without limiting other matters to be considered, the Optionee,
if he or she is a U.S.  citizen or resident,  should  consider  whether upon the
exercise of options,  the Optionee will file an election with the U.S.  Internal
Revenue Service pursuant to Section 83(b) of the Code.

     11.  No  Employment  Relationship.  Whether  or not any  Options  are to be
granted  under  the Plan  shall be  exclusively  within  the  discretion  of the
Committee,  and nothing contained in the Plan or this Amended Option Certificate
shall be construed as giving any person any right to participate under the Plan.
The grant of an  Option  shall in no way  constitute  any form of  agreement  or
understanding binding on the Company or any related company, express or implied,
that the Company or any related company will employ or contract with an Optionee
for any length of time, nor shall it interfere in any way with the Company's, or
where applicable,  a related company's right to terminate Optionee's  employment
at any time, which right is hereby reserved.

     12.  Securities Laws.  Shares shall not be issued with respect to an Option
unless the  exercise of such Option and the issuance and delivery of such shares
shall comply with all relevant provisions of law, including, without limitation,
Section  162(m)  of the Code,  any  applicable  Canadian  securities  laws,  any
applicable state  securities laws, the U.S.  Securities Act of 1933, as amended,
the U.S.  Exchange Act of 1934,  the rules and  regulations  thereunder  and the
requirements of any stock exchange or automated  interdealer quotation system of
a registered national securities  association upon which such shares may then be
listed,  and such issuance  shall be further  subject to the approval of counsel
for the Company with respect to such  compliance,  including the availability of
an exemption  from  registration  for the issuance and sale of such shares.  The
inability of the Company to obtain from any regulatory body the authority deemed
by the Company to be  necessary  for the lawful  issuance and sale of any shares
under this Plan, or the unavailability of an exemption from registration for the
issuance  and



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<PAGE>

sale of any shares under this Plan,  shall  relieve the Company of any liability
with respect to the non-issuance or sale of such shares.

     As a condition to the exercise of an Option,  the Committee may require the
Optionee to represent  and warrant in writing at the time of such  exercise that
the shares are being purchased only for investment and without any  then-present
intention to sell or distribute such shares.  At the option of the Committee,  a
stop-transfer  order  against  such  shares may be placed on the stock books and
records  of the  Company,  and a legend  indicating  that the  stock  may not be
pledged,  sold or otherwise transferred unless an opinion of counsel is provided
stating  that  such  transfer  is not in  violation  of  any  applicable  law or
regulation, may be stamped on the certificates representing such shares in order
to assure an exemption  from  registration.  The Committee also may require such
other documentation as may from time to time be necessary to comply with federal
and  state   securities  laws.  The  Company  has  no  obligation  to  undertake
registration  of options or the shares of stock  issuable  upon the  exercise of
options.

     SECTION 12 OF THIS AMENDED OPTION  CERTIFICATE  DESCRIBES CERTAIN IMPORTANT
CONDITIONS  RELATING TO FEDERAL AND STATE SECURITIES LAWS THAT MUST BE SATISFIED
BEFORE THIS OPTION CAN BE EXERCISED  AND BEFORE THE COMPANY CAN ISSUE ANY OPTION
SHARES TO THE  OPTIONEE.  THE COMPANY HAS NO  OBLIGATION  TO REGISTER THE OPTION
SHARES.  THE OPTIONEE  WILL NOT BE ABLE TO EXERCISE  THIS OPTION UNLESS SUCH ARE
REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  AT THE PRESENT TIME,
EXEMPTIONS  FROM  REGISTRATION   UNDER  CANADIAN  AND  U.S.  FEDERAL  AND  STATE
SECURITIES  LAWS ARE VERY LIMITED AND MIGHT BE UNAVAILABLE TO THE OPTIONEE PRIOR
TO THE  EXPIRATION OF THIS OPTION.  CONSEQUENTLY,  THE  OPTIONEES  MIGHT HAVE NO
OPPORTUNITY  TO  EXERCISE  THIS  OPTION AND TO RECEIVE  OPTION  SHARES UPON SUCH
EXERCISE.

     Notwithstanding  the  foregoing,  the Company may restrict  the  Optionee's
right to purchase Option Shares after an initial public offering of Common Stock
pursuant  to the U.S.  Securities  Act of  1933,  as  amended,  until a date one
hundred  and eighty  (180)  days  following  completion  of the  initial  public
offering.

     13. Representation about Stock Ownership.  Optionee represents and warrants
to the Company that Optionee does not own stock  possessing more than 20% of the
total combined voting power of all classes of the Company's  outstanding capital
stock ("20% Ownership").

     14. Entire Agreement. This Amended Option Certificate is the only agreement
between the  Optionee  and the Company  with  respect to the  Options,  and this
Amended Option Certificate and the Plan supersede all prior and  contemporaneous
oral and written statements and representations and contain the entire agreement
between the parties with respect to the Options.

     15. Notices. Any notice required or permitted to be made or given hereunder
shall be mailed or delivered  personally to the addresses set forth below, or as
changed from time to time by written notice to the other:

         The Company:               GrowthExperts Group Inc.
                                    435 Columbia Street, Suite 320
                                    Vancouver, BC, V3L 5N8
                                    Attention: Patrick Hanna

         The Optionee:              ----------------------
                                    ----------------------
                                    ----------------------


     Optionee acknowledges receipt of this Amended Option Certificate and a copy
of the Plan.  Optionee  represents that he or she is familiar with the terms and
provisions  thereof,  and hereby accepts this Option



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<PAGE>

subject to all of the terms and  provisions  thereof.  Optionee has reviewed the
Plan,  the Option  Certificate  and this  Amended  Option  Certificate  in their
entirety,  has had an  opportunity  to obtain  the  advice of  counsel  prior to
executing  this  Option and fully  understands  all  provisions  of the  Option.
Optionee hereby agrees to accept as binding,  conclusive and final all decisions
or interpretations of the Committee upon any questions arising under the Plan or
this Option.  Optionee  further  agrees to notify the Company upon any change in
the residence address indicated herein.



GROWTHEXPERTS GROUP INC.

By: -----------------------------           -----------------------------
                                            Date

Its:-----------------------------


OPTIONEE


-----------------------------               -----------------------------
                                            Date


     THERE  MAY NOT BE  PRESENTLY  AVAILABLE  EXEMPTIONS  FROM THE  REGISTRATION
REQUIREMENTS OF APPLICABLE  CANADIAN OR U.S.  FEDERAL AND STATE  SECURITIES LAWS
FOR THE ISSUANCE OF SHARES OF STOCK UPON EXERCISE OF THESE OPTIONS. ACCORDINGLY,
THESE OPTIONS  CANNOT BE EXERCISED  UNLESS THESE OPTIONS AND THE SHARES OF STOCK
TO BE ISSUED UPON EXERCISE OF THE OPTIONS ARE  REGISTERED  OR AN EXEMPTION  FROM
SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.

     THE SHARES OF STOCK  ISSUED  PURSUANT TO THE  EXERCISE  OF OPTIONS  WILL BE
"RESTRICTED  SECURITIES" AS DEFINED IN RULE 144 UNDER THE U.S. SECURITIES ACT OF
1933 AND WILL BEAR A LEGEND  RESTRICTING RESALE UNLESS THEY ARE REGISTERED UNDER
STATE  AND  FEDERAL  SECURITIES  LAWS  OR  AN  EXEMPTION  FROM  REGISTRATION  IS
AVAILABLE.  THE COMPANY IS NOT  OBLIGATED  TO REGISTER THE SHARES OF STOCK OR TO
MAKE AVAILABLE ANY EXEMPTION FROM REGISTRATION.





                                      -6-

<PAGE>


EXHIBIT A

Option Certificate


<PAGE>


EXHIBIT B

Notice of Election to Exercise

     This Notice of Election to Exercise shall constitute proper notice pursuant
to Section  6.5 of the  GROWTHEXPERTS  GROUP INC.  2000 Stock  Option  Plan (the
"Plan")  and  Section  5 of that  certain  Amended  and  Restated  Stock  Option
Certificate  (the  "Certificate")  dated as of the ____ day of  __________  2001
between  GROWTHEXPERTS  GROUP INC. (the "Company") and the undersigned  Optionee
("Optionee").

     Optionee   hereby  elects  to  exercise   Optionee's   option  to  purchase
___________  shares of the common stock of the Company at a price of $__________
per  share,  for  aggregate  consideration  of  $__________,  on the  terms  and
conditions   set  forth  in  the   Agreement  and  the  Plan.   Such   aggregate
consideration, in the form specified in Section 5 of the Agreement,  accompanies
this notice.

     The  undersigned  have  executed  this Notice this ____ day of  __________,
200_.



Submitted by:                                Accepted by:

OPTIONEE                                     GROWTHEXPERTS GROUP INC.


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Signature                                    By


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Print Name                                   Title

Address:                                     Address:

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