EXHIBIT 4.3


                          REGISTRATION RIGHTS AGREEMENT


     This REGISTRATION RIGHTS AGREEMENT is entered into as of __________,  2001,
by and among ASPI EUROPE, INC., a Delaware  corporation (the "Company"),  having
an office  at 1940  West 11th  Avenue,  Vancouver,  British  Columbia,  V6J 2C6,
Canada, and the parties listed on Schedule A hereto (the "Investors").

RECITALS

     The Investors are  purchasing  shares of the  Company's  Common Stock,  par
value $.001 per share ("Common  Stock"),  as of the date of this Agreement.  The
execution by the Company and the  Investors of this  Agreement is a condition to
such purchase of such shares.

AGREEMENT

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

1.   Definitions

     For purposes of this Agreement:

     (a) The  term  "register,"  "registered,"  and  "registration"  refer  to a
registration  effected  by  preparing  and filing a  registration  statement  or
similar  document in compliance with the Securities Act of 1933, as amended (the
"U.S. Securities Act"), and the declaration or ordering of effectiveness of such
registration statement or document;

     (b) The term  "Registrable  Securities"  means (i) Common  Stock  issued on
____________,  2001 to the  original  parties  to  this  Agreement  or upon  the
exercise of common stock  purchase  warrants  issued to the original  parties to
this  Agreement on  _____________,  2001 and (ii) any Common Stock issued to the
original  parties to this  Agreement  as (or  issuable  upon the  conversion  or
exercise of any warrant,  right or other security which is issued as) a dividend
or other  distribution with respect to, or in exchange for or in replacement of,
such Common Stock;

     (c) The number of shares of "Registrable Securities then outstanding" shall
be determined by adding the number of shares of Common Stock  outstanding  which
are  Registrable  Securities  and the number of shares of Common Stock  issuable
pursuant  to  exercisable,  convertible  or  exchangeable  securities  which are
Registrable Securities;

     (d) The term  "Holder"  means any  person  owning  or  having  the right to
acquire  Registrable  Securities who is a party to this Agreement as of the date
hereof  or who may be  added as a party  hereto  pursuant  to the  terms of this
Agreement;

     (e) The term "affiliate"  shall mean with respect to any person,  any other
person  which  directly  or  indirectly,  by  itself  or  through  one  or  more
intermediaries,  controls,  or is controlled  by, or is under direct or indirect
common control with, such person;

     (f) The term "control"  means the  possession,  direct or indirect,  of the
power to direct or cause the  direction  of the  management  and  policies  of a
person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise;

     (g) The term "Form S-3" means such form under the U.S. Securities Act as in
effect on the date hereof or any registration form under the U.S. Securities Act
subsequently   adopted  by  the  SEC  which  similarly   permits   inclusion  or
incorporation  of substantial  information by reference to other documents filed
by the Company with the SEC; and

     (h) The  term  "SEC"  means  the  United  States  Securities  and  Exchange
Commission.


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2.   Request for Registration

     (a) For a period  of one (1) year from the date of this  Agreement,  if the
Company  raises an aggregate  of at least $2.5 million in gross  proceeds to the
Company  through the  issuance of equity for cash within one (1) year  following
the date of this Agreement,  including  securities  purchased pursuant and as of
the date of this  Agreement,  and if the Company shall receive a written request
from a group of Holders  ("Initiating  Holders") owning  Registrable  Securities
aggregating at least thirty percent (30%) of the aggregate number of Registrable
Securities  outstanding  as of the date of this  Agreement  requesting  that the
Company file a registration statement under the U.S. Securities Act with respect
to shares of Common Stock that are  Registrable  Securities  having an aggregate
offering price to the public of at least  US$1,000,000,  then the Company shall,
within ten (10) days of the receipt of such request, give written notice of such
request to all Holders and shall use its  reasonable  best  efforts to effect as
soon as  practicable  the  registration  under  the U.S.  Securities  Act of all
Registrable  Securities  which the Holders request to be registered in a written
request to be given within thirty (30) days of the mailing of such notice by the
Company.

     (b) If after  receiving  a written  request by a group of Holders to file a
registration  statement that satisfies the  requirements  of Section 2(a) above,
such  registration  statement is not  effective  with the SEC within one hundred
twenty (120) days thereafter (the "Required  Effective Date"), the Company shall
issue  shares of Common  Stock equal to three  percent  (3%) of the  Registrable
Securities  sought to be registered by each Holder  requesting such registration
for each full sixty (60) day period  following the Required  Effective Date that
the registration statement is not effective (the "Penalty Shares"). The issuance
of Penalty Shares, however, shall be subject to the availability of an exemption
from registration under the U.S. Securities Act relating to the issuance of such
Penalty Shares.

     (c) The  Initiating  Holder(s) may distribute  the  Registrable  Securities
covered by its or their request by means of a public offering  underwritten by a
recognized  national or regional  underwriter or underwriters  designated by the
Initiating  Holder(s) in the registration  request hereunder and approved by the
Company,  which approval shall not be unreasonably  withheld. If the offering is
underwritten,  the right of any Holder to include its Registrable  Securities in
such registration shall be conditioned upon such Holder's  participation in such
underwriting  and the inclusion of such Holder's  Registrable  Securities in the
underwriting to the extent provided herein.  All Holders proposing to distribute
their Registrable  Securities through such underwriting shall (together with the
Company as provided in Section  4(p)) enter into an  underwriting  agreement  in
customary form with the underwriter or underwriters  selected in accordance with
this Section 2(c). Notwithstanding any other provision of this Section 2, if the
managing  underwriter  advises the Initiating  Holder(s) in writing that factors
relating  to the  pricing or  marketing  of the  securities  to be  underwritten
require a limitation of the number of securities  to be  underwritten,  then the
Initiating Holder(s) shall so advise all Holders of Registrable Securities which
would otherwise be underwritten  pursuant  hereto,  and either (i) the number of
shares of Registrable  Securities that may be included in the underwriting shall
be allocated among all Holders thereof,  including the Initiating Holder(s),  in
proportion (as nearly as practicable) to the amount of Registrable Securities of
the  Company  owned  by each  Holder  provided,  however,  that  no  Registrable
Securities shall be excluded from a registration requested pursuant to the terms
hereof until all other  outstanding  securities  of the Company shall have first
been excluded from such  registration  or (ii) the  Initiating  Holder(s)  shall
designate another underwriter or other underwriters,  which designation shall be
subject to approval by the Company in  accordance  with this Section  2(c).  Any
Registrable  Securities  excluded or withdrawn from such  underwriting  shall be
withdrawn from the registration.

     (d) The Company is obligated to effect only one (1)  registration  pursuant
to this  Section  2. The  Company  may  elect to use  Form  S-3 to  satisfy  any
registration  pursuant to this Section 2 if (i) such form is available and (ii),
if an underwritten  offering, the managing underwriter does not believe that the
use of such form will impair the pricing or  marketing of the  securities  to be
underwritten.  The Company shall not be obligated to effect a registration under
this Section 2 if it delivers written notice to the Initiating  Holder(s) within
thirty  (30)  days of any  request  for  registration  of its  intent  to file a
registration  statement for an offering by the Company within one hundred twenty
(120) days and files such registration  statement during such one hundred twenty
(120) day period,  in which case a sale by the Initiating  Holder(s)  under such
registration  statement,  pursuant to Section 3, of  Registrable  Securities for
which  registration  had been requested  pursuant to this Section 2 shall not be
considered a registration for purposes of this Section 2.



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<PAGE>

3.   Company Registration.

     For a period of one (1) year following the date of this Agreement,  if (but
without any obligation to do so) the Company proposes to register (including for
this purpose a registration  effected by the Company for Initiating Holder(s) or
for  stockholders  other  than the  Holders)  any of its  Common  Stock or other
securities under the U.S.  Securities Act in connection with the public offering
of such securities solely for cash (other than a registration  statement on Form
S-8, Form S-4 or other limited  purpose form),  the Company shall,  at each such
time,  promptly give each Holder written notice of such  registration.  Upon the
written  request of each Holder given within  thirty (30) days after  mailing of
such notice by the Company,  the Company  shall,  subject to the  provisions  of
Section 8 if an  underwritten  offering,  cause to be registered  under the U.S.
Securities  Act all of the  Registrable  Securities  that each such  Holder  has
requested to be registered; provided, however, that nothing herein shall prevent
the Company from,  at any time,  abandoning  or delaying any  registration;  and
provided  further that the  Company's  obligation  under this Section 3 shall be
subject to the Company's obligations to any holder of securities that shall have
registration  rights  which  limit or forbid the  inclusion  of the  Registrable
Securities in any registration statement.

4.   Obligations of the Company and the Holders

     Whenever  required under this Agreement to effect the  registration  of any
Registrable  Securities,  the Company  shall,  as  expeditiously  as  reasonably
possible:

     (a) file with the SEC a registration  statement  under the U.S.  Securities
Act on a form  appropriate to register the resale of  Registrable  Securities by
the selling Holders;

     (b) use its  reasonable  best  efforts,  subject to  receipt  of  necessary
information from the selling Holders,  to cause such  Registration  Statement to
become effective as promptly after filing as practicable;

     (c) furnish or cause to be furnished a copy of each Registration Statement,
amendment or supplement  to each  Registration  Statement or prospectus  used in
connection therewith to be furnished to counsel designated pursuant to Section 6
or 7 hereof prior to filing;

     (d) prepare and file with the SEC such  amendments and  supplements to such
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep such  Registration  Statement  effective  until the earlier to
occur of (i) 120 days after the effective date of the Registration  Statement or
(ii) such time as all Registrable Securities have been sold pursuant thereto;

     (e)  furnish  to the  selling  Holders  with  respect  to  the  Registrable
Securities registered on the Registration Statement (and to each underwriter, if
any, of such  Registrable  Securities) such number of copies of the Registration
Statement  and  any  amendments  thereto,   the  prospectus   contained  therein
(including any  preliminary  prospectus)  and any  supplements  thereto and such
other documents as the selling Holders or underwriter may reasonably  request in
order to facilitate  the public sale or other  disposition  of all or any of the
Registrable Securities by the selling Holders;

     (f) use its best efforts to register and qualify the Registrable Securities
covered by such Registration Statement under such other securities or "Blue Sky"
laws of such  jurisdictions as shall be reasonably  requested by the Holders and
do any other  reasonable  and customary acts or things which may be necessary or
advisable  to permit  such  registration  or  qualification,  provided  that the
Company shall not be required in connection  therewith or as a condition thereto
to qualify to do business or to file a general  consent to service of process in
any such states or jurisdictions;

     (g) promptly notify the selling Holders of the time when such  Registration
Statement has become effective or a supplement to any prospectus  forming a part
of such Registration Statement has been filed;

     (h) promptly notify the selling Holders of any request by the SEC after the
Registration Statement has become effective for the amending or supplementing of
the Registration Statement or prospectus or for additional information;



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<PAGE>

     (i) promptly  notify the selling  Holders if at any time the Company  shall
determine that the  Registration  Statement or any prospectus  included  therein
shall  contain an untrue  statement of material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
in which they were made, not misleading,  and  thereafter,  subject to Paragraph
4(j) and the last  paragraph of this Section 4,  promptly  prepare and file with
the SEC an  amendment  to the  Registration  Statement  or a  supplement  to the
prospectus as may be necessary to correct such untrue statement or omission, and
notify the selling Holders of such filing;

     (j) prepare and file as soon as reasonable with the SEC and promptly notify
the  selling  Holders  of the  filing of such  amendment  or  supplement  to the
Registration  Statement  or  prospectus  as  may be  necessary  to  correct  any
statements  or  omissions  if, at the time when a  prospectus  relating  to such
securities is required to be delivered under the U.S.  Securities Act, any event
shall  have  occurred  as the result of which any such  prospectus  or any other
prospectus  as then in effect  would  include an untrue  statement of a material
fact or omit to state a material fact necessary to make the statements  therein,
in light of the circumstances in which they were made, not misleading;  provided
that if the Board of  Directors  of the Company  determines  that  amending  the
Registration  Statement or supplementing  the prospectus would be detrimental to
the Company,  then  notwithstanding this Section 4(j) the Company may defer such
amendment or supplement for up to 120 days, provided that: (i) the Company shall
not use such right of deferral  with respect to any  Registration  Statement for
more than an aggregate of 120 days in any 12-month  period;  and (ii) the number
of days the  Company is required to keep the  Registration  Statement  effective
shall be extended  by the number of days for which the  Company  shall have used
such right of deferral;

     (k) advise the selling  Holders  promptly  after it shall receive notice or
obtain  knowledge  thereof,  of  the  issuance  of any  stop  order  by the  SEC
suspending the effectiveness of the Registration  Statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best efforts
to prevent the  issuance of any stop order or to obtain its  withdrawal  if such
stop order should be issued;

     (l) if such registration includes an underwritten public offering,  use its
reasonable  best efforts to furnish on the  effective  date of the  Registration
Statement at the closing  provided  for in the  underwriting  agreement:  (i) an
opinion,  dated such date,  of the  counsel  representing  the  Company  for the
purposes of such  registration,  addressed to the  underwriters,  covering  such
matters as such  underwriters  may reasonably  request and (ii) a letter,  dated
such date, from the  independent  certified  public  accountants of the Company,
addressed to the  underwriters,  in customary  form and covering such matters as
such underwriters may reasonably request, in which letter such accountants shall
state  (without  limiting  the  generality  of  the  foregoing)  that  they  are
independent  certified  public  accountants  within  the  meaning  of  the  U.S.
Securities  Act  and  that in the  opinion  of such  accountants  the  financial
statements and other financial data of the Company  included in the Registration
Statement or any amendment or supplement thereto comply in all material respects
with the applicable accounting requirements of the U.S. Securities Act;

     (m) otherwise comply with all applicable rules and regulations of the SEC;

     (n)  provide  the  selling  Holders  and any  underwriters  of  Registrable
Securities a reasonable  opportunity  to perform due  diligence  concerning  the
Company,  including a reasonable opportunity to interview officers and employees
of the Company and to review documents relating to the Company;

     (o) make  available  its  officers  and  employees  and  otherwise  provide
reasonable  assistance (taking into account the needs of the Company's business)
to any underwriters of Registrable  Securities in their marketing of Registrable
Securities; and

     (p) enter into a customary  underwriting agreement with any underwriters of
Registrable  Securities  selected in  accordance  with  Section 2(c) which shall
include representations and warranties, covenants and indemnities of the Company
typical in underwriting agreements pertaining to transactions of this type.

     If a Holder  receives a  notification  from the  Company  pursuant  to this
Section  4 that a  Registration  Statement  or  prospectus  contains  an  untrue
statement or omission or that the Company is exercising  its rights  pursuant to
Section 4(j), then such Holder shall: (i) keep the fact of such notification and
its contents  confidential



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<PAGE>

and (ii) immediately  suspend all sales of securities of the Company and any use
of the  Registration  Statement  or  prospectus  as to  which  the  notification
applies,  until such time as such Holder receives  notification from the Company
that  an  amendment  to  the  Registration  Statement  or a  supplement  to  the
prospectus has been filed correcting said untrue statement or omission.

5.   Furnish Information

     It shall be a condition precedent to the obligations of the Company to take
any action  pursuant to this  Agreement  with respect to any selling Holder that
such selling Holder shall furnish to the Company such information and affidavits
regarding itself, the Registrable  Securities held by it and the intended method
of disposition of such securities as shall be reasonably  required to effect the
registration  of its  Registrable  Securities  and to execute such  documents in
connection with such registration as the Company may reasonably request.

6.   Expenses of Demand Registration

     All expenses (other than underwriting discounts and commissions relating to
Registrable   Securities  sold  by  the  Holders  but  including  the  fees  and
disbursements not exceeding US$20,000 per registration of one special counsel to
the  selling   Holders)   incurred   in   connection   with  the   underwriting,
registrations,  filings or  qualifications  pursuant  to  Section 2,  including,
without  limitation,  all registration,  filing and qualification fees, printing
and accounting  fees, and the fees and  disbursements of counsel for the Company
shall be borne by the Company; provided,  however, that the Company shall not be
required to pay for any expenses of any  registration  proceeding begun pursuant
to  Section 2 if the  registration  request  is  subsequently  withdrawn  at the
request  of  the  Initiating  Holder(s)  or the  Holders  of a  majority  of the
Registrable  Securities to be registered (in which case the Initiating Holder(s)
or such  Holders,  as the case may be,  shall  bear such  expenses),  unless the
Initiating  Holder(s) with respect to such  registration  request shall agree to
forfeit its or their right to its one demand registration pursuant to Section 2.

7.   Expenses of Company Registration

     All expenses (other than underwriting discounts and commissions relating to
Registrable  Securities  being sold by the  Holders but  including  the fees and
disbursements not exceeding US$20,000 per registration of one special counsel to
the selling  Holders)  incurred in connection  with  registrations  in which any
Holders participate  pursuant to Section 3, including,  without limitation,  all
registration,  filing and qualification  fees, printing and accounting fees, and
the fees and  disbursements  of counsel  for the  Company  shall be borne by the
Company.

8.   Underwritten Offering

     If any registration  pursuant to Section 3 or 4 is underwritten in whole or
in part, the Company may require that the Registrable Securities included in the
registration be included in the underwriting on the same terms and conditions as
the  securities  otherwise  being sold  through the  underwriters.  If the total
amount of securities,  including Registrable Securities and any other securities
of the Company whose holders have registration rights, requested by stockholders
(including  the Holders) to be included in such  offering  exceeds the amount of
securities  that the  underwriters  believe  compatible  with the success of the
offering,  from a pricing or marketing  point of view, then the Company shall be
required  to  include  in the  offering  only that  number  of such  securities,
including Registrable Securities, which the underwriters believe will not impair
the pricing or marketing of the securities to be underwritten  the securities so
included to be apportioned pro rata among the selling stockholders  according to
the total amount of Registrable Securities,  and other securities of the Company
whose holders have registration  rights, owned by each selling stockholder or in
such  other  proportions  as  shall  mutually  be  agreed  to  by  such  selling
stockholders;  provided,  however,  the managing underwriter of any underwritten
initial public  offering of the Company's  securities has the sole discretion to
exclude all Registrable Securities from any such registration.

9.   Delay of Registration

     No Holder shall have any right to obtain or seek an injunction  restraining
or otherwise  delaying any such  registration  as the result of any  controversy
that might arise with respect to the  interpretation  or  implementation of this
Agreement.



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10.  Indemnification

     In the event any  Registrable  Securities  are  included in a  registration
statement under this Agreement:

     (a) To the extent  permitted by law, the Company  will  indemnify  and hold
harmless each Holder, the partners, officers, agents, employees and directors of
each Holder,  any underwriter  (as defined in the U.S.  Securities Act) for such
Holder and each person,  if any, who controls such Holder or underwriter  within
the meaning of the U.S.  Securities Act or the Securities  Exchange Act of 1934,
as amended (the "U.S.  Exchange Act"),  against any losses,  claims,  damages or
liabilities  (joint or several) to which they may become  subject under the U.S.
Securities Act, the U.S.  Exchange Act or other federal or state law, insofar as
such losses,  claims,  damages or  liabilities  (or actions in respect  thereof)
arise out of or are based  upon:  (i) any untrue  statement  or  alleged  untrue
statement of a material fact contained in such registration statement, including
any  preliminary  prospectus  or  final  prospectus  contained  therein  or  any
amendments or supplements  thereto,  or (ii) the omission or alleged omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the statements  therein not misleading (a "Violation") and the Company will
reimburse  each such  Holder,  partner,  officer,  agent,  employee or director,
underwriter  or controlling  person for any legal or other  expenses  reasonably
incurred by them in connection  with  investigating  or defending any such loss,
claim,  damage,  liability  or action;  provided,  however,  that the  indemnity
agreement  contained  in this  Section  10(a) shall not apply to amounts paid in
settlement  of any  such  loss,  claim,  damage,  liability  or  action  if such
settlement is effected  without the consent of the Company,  which consent shall
not be unreasonably  withheld,  nor shall the Company be liable in any such case
for any such loss,  claim,  damage,  liability  or action to the extent  that it
arises out of or is based upon a Violation  which occurs in reliance upon and in
conformity with written  information  furnished  expressly for use in connection
with  such  registration  by,  or on  behalf  of,  any  Holder,  underwriter  or
controlling person.

     (b) To the extent  permitted by law, each selling Holder  severally and not
jointly will  indemnify  and hold  harmless the Company,  each of its  officers,
directors,  agents or employees,  each person,  if any, who controls the Company
within the meaning of the U.S.  Securities  Act, any  underwriter  and any other
Holder selling securities in such registration statement or any of its partners,
agents, employees, directors or officers or any person who controls such Holder,
against any losses,  claims,  damages or liabilities (joint or several) to which
the Company or any such director, partner, agent, employee, officer, controlling
person,  or  underwriter,  or other such Holder or director,  officer,  partner,
agent,  employee  or  controlling  person  may  become  subject,  under the U.S.
Securities Act, the U.S.  Exchange Act or other federal or state law, insofar as
such losses,  claims,  damages or  liabilities  (or actions in respect  thereof)
arise out of or are based upon any  Violation,  in each case to the extent  (and
only  to the  extent)  that  such  Violation  occurs  in  reliance  upon  and in
conformity with written  information  furnished by, or on behalf of, such Holder
expressly for use in  connection  with such  registration;  and each such Holder
will reimburse any legal or other expenses reasonably incurred by the Company or
any such  partner,  agent,  employee,  director,  officer,  controlling  person,
underwriter or other Holder,  in connection with  investigating or defending any
such loss,  claim,  damage,  liability or action;  provided,  however,  that the
indemnity  agreement  contained in this Section 10(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage,  liability or action if such
settlement  is effected  without the consent of the Holder,  which consent shall
not be unreasonably  withheld;  and provided,  further, that each selling Holder
shall be  liable,  under  this  Section  10(b) for only that  amount of  losses,
claims,  damages and liabilities as does not exceed the proceeds to such selling
Holder as a result of such registration.

     (c) Promptly after receipt by an indemnified party under this Section 10 of
notice of the commencement of any action  (including any  governmental  action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying  party under this Section 10, deliver to the indemnifying party
a written notice of the commencement  thereof and the  indemnifying  party shall
have the right to participate in, and, to the extent the  indemnifying  party so
desires, jointly with any other indemnifying party similarly notified, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided,
however,  that an  indemnified  party  shall  have the right to  retain  its own
counsel, with the fees and expenses to be paid by the indemnifying party, if, in
the  opinion of  counsel  for the  indemnifying  party,  representation  of such
indemnified  party by the counsel  retained by the  indemnifying  party would be
inappropriate  due to actual  or  potential  differing  interests  between  such
indemnified  party and any  other  party  represented  by such  counsel  in such
proceeding.  In such event the  Indemnifying  Party  shall not be liable for the
fees of more than one counsel for all indemnified parties (plus local counsel if
actions are pending in more than one jurisdiction) with respect to any action or
actions based on the same registration statement. The failure to deliver written
notice  to the  indemnifying  party  within a  reasonable  period of



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time of the  commencement  of any such action shall  relieve  such  indemnifying
party of any  liability  to the  indemnified  party under this Section 10 to the
extent materially prejudicial to its ability to defend such action.

     (d) If the  indemnification  provided  for in this  Section 10 is held by a
court of competent  jurisdiction to be unavailable to an indemnified  party with
respect to any loss,  liability,  claim, damage, or expense referred to therein,
then the  indemnifying  party, in lieu of indemnifying  such  indemnified  party
hereunder,  shall  contribute to the amount paid or payable by such  indemnified
party as a result of such loss,  liability,  claim,  damage,  or expense in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party on the one hand and of the  indemnified  party on the other in  connection
with the statements or omissions that resulted in such loss,  liability,  claim,
damage, or expense as well as any other relevant equitable  considerations.  The
relative fault of the indemnifying  party and of the indemnified  party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue  statement of a material  fact or the  omission to state a material  fact
relates to information  supplied by the indemnifying party or by the indemnified
party and the parties' relative intent,  knowledge,  access to information,  and
opportunity to correct or prevent such statement or omissions.

     (e)  Notwithstanding  the  foregoing,  to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection  with the  underwritten  public offering are in conflict with
the foregoing  provisions,  the provisions in the  underwriting  agreement shall
control,  provided that the provisions of an underwriting agreement which differ
from the  provisions  set forth  herein  shall not  reduce  the  indemnification
obligations of the parties  hereunder unless  otherwise  expressly agreed by the
Company and the  Holders,  and the  Company  shall not require the Holders to so
agree as a condition to signing any underwriting agreement.

11.  Reports Under the U.S. Securities Act

     With a view to making available to the Holders the benefits of SEC Rule 144
promulgated  under the U.S.  Securities  Act and any other rule or regulation of
the SEC that may at any time permit a Holder to sell  securities  of the Company
to the public without  registration  or pursuant to a registration  on Form S-3,
the Company agrees to use its reasonable best efforts to:

     (a)  make  and keep  public  information  available,  as  those  terms  are
understood  and  defined in SEC Rule 144,  at all times  after 90 days after the
effective date of the first registration  statement filed by the Company for the
offering of its securities to the general public;

     (b) file with the SEC in a timely  manner all reports  and other  documents
required of the Company under the U.S. Securities Act and the U.S. Exchange Act;
and

     (c)  furnish  to any  Holder,  so long as the Holder  owns any  Registrable
Securities,  forthwith upon request (i) a written statement by the Company as to
its  compliance  with the  reporting  requirements  of SEC Rule 144 (at any time
after 120 days  after the  effective  date of the first  registration  statement
filed by the Company), the U.S. Securities Act and the U.S. Exchange Act (at any
time after it has become subject to such reporting  requirements),  or as to its
qualification  as a registrant  whose  securities may be resold pursuant to Form
S-3 (at any time after it so  qualifies),  (ii) a copy of the most recent annual
or quarterly report of the Company and such other reports and documents so filed
by the Company,  and (iii) such other information as may be reasonably requested
in availing any Holder of any rule or  regulation  of the SEC which  permits the
selling of any such securities without registration or pursuant to such form.

12.  "Market Stand-Off" Agreements

     (a) The  Holders  severally  hereby  agree that they each shall not, to the
extent  requested  by the  managing  underwriter  of a public  offering in which
Shares (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  (collectively,  "Stock") or any  securities
convertible  into or  exchangeable  or  exercisable  for or any other  rights to
purchase  or acquire  Stock,  including,  without  limitation,  shares of Voting
Common Stock and Non-Voting  Common Stock which may be deemed to be beneficially
owned by the Holders in accordance with the rules and regulations of the SEC and
shares of Voting



                                       7
<PAGE>

Common Stock or  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 Stock (each of the foregoing  referred to as a "Disposition")
for a period of 180 days after the effective date of the registration  statement
relating  such  public  offering  (the  "Lock-Up  Period")  unless the  managing
underwriter otherwise agrees; provided, however, that all officers and directors
of the Company  enter into similar  agreements.  The  foregoing  restriction  is
expressly  intended to preclude  the  undersigned  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 undersigned.  "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 Shares.  For purposes of this Section 12, "Shares" shall mean
equity  securities of the Company that are, or that are convertible  directly or
indirectly into, Voting Common Stock or Non-Voting Common Stock.

     (b) Each Holder  hereby agrees to execute and deliver in a timely manner an
agreement in customary form proposed by such managing underwriter confirming the
foregoing covenants.

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

13.  Notices

     All  notices  and  other  communications  called  for or  required  by this
Agreement  shall be in writing  to the  parties  at their  respective  addresses
stated on the  first  page  hereof or on  Schedule  A hereto,  or to such  other
address  as a party may  subsequently  specify  and shall be deemed to have been
received (i) upon delivery in person,  (ii) upon the passage of ninety-six  (96)
hours following post by first class mail,  (iii) upon the passage of twenty-four
(24) hours following post by overnight  receipted courier service,  or (iv) upon
transmittal by confirmed telex or facsimile provided that if sent by facsimile a
copy of such notice shall be concurrently sent by mail, postage prepaid, with an
indication  that  the  original  was  sent  by  facsimile  and  the  date of its
transmittal.

14.  Assignment of Registration Rights

     The rights and privileges granted under this Agreement are not transferable
or assignable by any party hereto.

15.  Amendments and Waivers

     Any term of this  Agreement  may be amended and the  observance of any term
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively or prospectively)  with the written consent of the Company and the
Holders of at least  seventy-five  percent (75%) of the Registrable  Securities.
Notwithstanding  the foregoing,  this Agreement,  including  without  limitation
Schedule A attached to this Agreement, may be amended by the Company without the
consent of any of the Holders of  Registrable  Securities.  Any persons added to
this  Agreement  after the date of this  Agreement  and  execute  a  counterpart
signature  page of this  Agreement  shall be deemed to be an "Investor"  for all
purposes under this Agreement.

16.  Termination of Registration Rights

     The  registration  rights  described in Sections 2 and 3 of this  Agreement
shall  terminate with respect to any Holder the earlier of (i) one (1) year from
the date of this  Agreement  or (ii) such time that all  Registrable  Securities
held by such Holder can be sold without registration in compliance with Rule 144
under the U.S. Securities Act.

17.  Severability

     If one or more  provisions of this  Agreement are held to be  unenforceable
under applicable law, such  provision(s)  shall be excluded from this Agreement,
and the balance of this Agreement shall be interpreted as if such provision were
so excluded and shall be enforceable in accordance with its terms.



                                       8
<PAGE>

18.  Governing Law

     This  Agreement,  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 choice of law and conflict of laws rules.

19.  Counterparts

     This Agreement may be signed in one or more counterparts, each of which may
be termed an original, but all of which together shall constitute one Agreement.
Delivery of an executed  counterpart  of a signature  page of this  Agreement by
facsimile  will be effective as delivery of a manually  executed  counterpart of
this Agreement.

20.  Entire Agreement

     This Agreement  constitutes the full and entire understanding and agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements with respect to the subject matter hereof.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
first written above.


                                      ASPI EUROPE, INC.
                                      a Delaware corporation



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

                                      Address: ---------------------------------
                                               ---------------------------------
                                      Facsimile No.: ---------------------------
                                      E-mail Address: --------------------------






                                       9
<PAGE>


Investors Signature Page to Registration Rights Agreement


                                      INVESTOR:


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

                                      Address: ---------------------------------
                                               ---------------------------------
                                      Facsimile No.: ---------------------------
                                      E-mail Address: --------------------------








<PAGE>


SCHEDULE A