EXHIBIT 10.12



                              Third Allonge to the
                   Promissory Note dated May 17, 2000 made by
                                ASPI EUROPE, INC.
                                   in favor of
                       MANHATTAN INVESTMENTS INCORPORATED

     THIS  THIRD  ALLONGE  to the  Promissory  Note,  dated  May 17,  2000  (the
"Promissory  Note"),  made by ASPI  EUROPE,  INC., a Delaware  corporation  (the
"Company"), in favor of MANHATTAN INVESTMENTS INCORPORATED,  a Nevis corporation
("MAN"),  is made as of the 9th day of August,  2001 by and  between the Company
and MAN.

                                   BACKGROUND

     WHEREAS,  on May 17, 2000,  MAN made a loan to the Company in the amount of
US $125,000 as evidenced by the Promissory  Note, and such  Promissory  Note was
due and payable on or before August 31, 2000; and

     WHEREAS,  on October 12, 2000,  MAN and the Company  entered into the First
Allonge (the "First  Allonge") to amend  certain  terms of the  Promissory  Note
whereby  accrued  interest on the Promissory Note was due and payable on January
31, 2001 and August 31, 2001 and the  principal  was due and payable on July 31,
2001; and

     WHEREAS,  on April 10,  2001,  MAN and the Company  entered into the Second
Allonge (the "Second  Allonge") to amend  certain terms of the  Promissory  Note
whereby accrued interest on the Promissory Note was due and payable on April 30,
2001 and on July 31, 2001; and

     NOW,  THEREFORE,  in  consideration of the Company agreeing to increase the
interest  rate from ten percent  (10%) to twelve and a half  percent  (12.5%) to
MAN, the Company and MAN hereby agree as follows:

     1. MAN will waive its immediate  right to full payment of the principal and
interest  of the US  $125,000  Promissory  Note due April 30,  2001 and July 31,
2001, and will amend and restate the third  paragraph of the Promissory  Note to
read as follows:

     "Interest  on this note  shall  accrue at a per annum  rate of ten  percent
(10%) through July 31, 2001 and will accrue at twelve and a half percent (12.5%)
thereafter.  The  principal  and accrued  interest will be payable on August 31,
2001."

     2. Except as amended  herein,  the  Promissory  Note shall continue in full
force and effect and shall be enforceable in accordance with its terms.  Nothing
herein contained shall constitute a novation of the Promissory Note.

     3. This  Third  Allonge,  the Second  Allonge,  the First  Allonge  and the
Promissory Note shall constitute a single instrument.



<PAGE>



     IN  WITNESS  WHEREOF,  the  Company  has caused  this Third  Allonge to the
Promissory Note to be signed by its duly authorized officer as of the 9th day of
August, 2001.

                                 ASPI EUROPE, INC.


                                 By:      "F. Thomas Winters III"
                                          -------------------------------------
                                 Name:    F. Thomas Winters III
                                 Title:   Chief Executive Officer


                                 MANHATTAN INVESTMENTS INCORPORATED


                                 By:      "David Craven"
                                          -------------------------------------
                                 Name:    David Craven
                                 Title:   Director