EXHIBIT 4.5


W-UNIT 2

THIS WARRANT, AND ALL SHARES OF CAPITAL STOCK ISSUABLE HEREUNDER,  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. THIS WARRANT MAY
NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON UNLESS
THE  SHARES ARE  REGISTERED  UNDER THE 1933 ACT AND THE  SECURITIES  LAWS OF ALL
APPLICABLE  STATES OF THE UNITED STATES OR AN EXEMPTION  FROM SUCH  REGISTRATION
REQUIREMENTS  IS  AVAILABLE.  THIS WARRANT AND THE SHARE  ISSUABLE UPON EXERCISE
HEREOF  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  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.

                                ASPI EUROPE, INC.

                        WARRANT TO PURCHASE COMMON STOCK

     To  purchase  shares of  common  stock of ASPi  Europe,  Inc.,  a  Delaware
corporation.

     THIS CERTIFIES  that, for value received,  __________________  is entitled,
upon the terms and subject to the conditions hereinafter set forth, to subscribe
for and  purchase  from ASPi Europe,  a Delaware  corporation  (the  "Company"),
_________ shares of common stock of the Company at a purchase price of $2.00 per
share.  The  purchase  price per share of common  stock  upon  exercise  of this
Warrant is sometimes  referred to herein as the "Exercise Price." The number and
character of such shares of common stock are subject to  adjustment  as provided
below.

     1.   Term of Warrant. Subject to the terms and conditions set forth herein,
this Warrant will be exercisable  during the term  commencing on the date hereof
and ending at 5:00 p.m.,  Pacific Standard Time, on the third anniversary of the
date hereof.

     2.   Exercise of Warrant.

          (a)  The purchase  rights  represented by this Warrant are exercisable
by the registered  holder hereof, in whole or in part, at any time, or from time
to time,  during  the term  hereof  as  described  in  Section  1 above,  by the
surrender  of this  Warrant  and the  Notice of  Exercise  annexed  hereto  duly
completed and executed on behalf of the holder hereof,  at the principal  office
of the  Company  (or such  other  office  or  agency  of the  Company  as it may
designate by notice in writing to the registered holder hereof at the address of
such holder appearing on the books of the Company),  and upon payment in cash or
check acceptable to the Company of the purchase price of the securities  thereby
purchased,  whereupon  the holder of this  Warrant will be entitled to receive a
certificate  for the number of securities  so purchased  and, if this Warrant is
exercised in part, a new Warrant for the  unexercised  portion of this  Warrant.
The Company agrees that if at the time of surrender of this Warrant and purchase
the holder hereof shall be entitled to exercise this Warrant,  the securities so
purchased will be deemed to be issued to such holder as



<PAGE>

the record owner of such  securities  as of the close of business on the date on
which this Warrant shall have been exercised as aforesaid.

           (b)  Certificates  for  shares  purchased  hereunder  and, on partial
exercise of this  Warrant,  a new Warrant  for the  unexercised  portion of this
Warrant will be delivered to the holder hereof promptly as practicable after the
date on which this Warrant shall have been exercised as aforesaid.

     3.   No  Fractional   Shares  or  Scrip.  No  fractional  shares  or  scrip
representing fractional shares will be issued upon the exercise of this Warrant.

     4.   No Rights as a  Shareholder.  This Warrant does not entitle the holder
hereof to any voting rights, dividends,  participation rights or other rights as
a shareholder of the Company prior to the exercise hereof.

     5.   Exchange and Registry of Warrant. The Company will maintain a registry
showing  the name and address of the  registered  holder of this  Warrant.  This
Warrant may be  surrendered  for exchange,  transfer or exercise,  in accordance
with its terms,  at the office of the Company,  and the Company will be entitled
to rely in all  respects,  prior to written  notice to the  contrary,  upon such
registry.

     6.   Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
Company  of  evidence  reasonably   satisfactory  to  it  of  the  loss,  theft,
destruction  or  mutilation  of this  Warrant,  and in case of  loss,  theft  or
destruction,  of indemnity or security  reasonably  satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto,  and
upon surrender and cancellation of this Warrant, if mutilated,  the Company will
make and deliver a new Warrant of like tenor and dated as of such  cancellation,
in lieu of this Warrant.

     7.   Saturdays,  Sundays and Holidays. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
is a Saturday or a Sunday or will be a legal holiday or the equivalent for banks
generally  in the State of  Washington,  then such  action  may be taken or such
right may be exercised  on the next  succeeding  day not a legal  holiday or the
equivalent for banks generally in the State of Washington.

     8.   Adjustment  Rights.  The  purchase  price per share and the  number of
shares  purchasable  hereunder are subject to  adjustment  from time to time, as
follows:

          (a)  Recapitalization,  Merger,  Sale of Assets. If at any time, there
is a capital  reorganization  of the common  stock  (other  than a  combination,
reclassification,  exchange or  subdivision  of shares  otherwise  provided  for
herein),  or a merger  or  consolidation  of the  Company  with or into  another
corporation in which the Company is not the surviving  corporation,  or the sale
of the Company's  properties and assets as, or substantially  as, an entirety to
any other person, then, as a part of such reorganization,  merger, consolidation
or sale,  lawful provision will be made so that the holder of this Warrant shall
thereafter  be entitled to receive  upon  exercise of this Warrant the number of
shares of stock or other  securities  or property of the  successor  corporation
resulting  from such  merger or  consolidation,  to which a holder of the common
stock deliverable upon exercise of this Warrant would have been entitled in such
capital reorganization,  merger,  consolidation or sale if this Warrant had been
exercised immediately before such reorganization, merger, consolidation or sale.
The Company shall notify the holder hereof of any such  reorganization,  merger,
consolidation or sale or reclassification,  split, subdivision or combination of
shares not later than the effective date thereof. In any such case,  appropriate
adjustment  (as  determined in good faith by the  Company's  board of directors)
will be made in the  application  of the provisions of this Warrant with respect
to the rights and  interests  of the holder  after the  reorganization,  merger,
consolidation or sale to the end that the provisions of this Warrant  (including



                                       2
<PAGE>

adjustment of the Exercise Price and number of shares  purchasable upon exercise
of this Warrant) will be applicable  after that event, as near as reasonably may
be, in relation  to any shares or other  property  deliverable  after that event
upon conversion of this Warrant.

          (b)  Reclassification.  If the  Company at any time  reclassifies  the
common  stock or  otherwise  changes any of the common  stock into the same or a
different  number of securities of any different class or classes,  this Warrant
will  thereafter  represent  the  right  to  acquire  such  number  and  kind of
securities as would have been issuable as the result of such change with respect
to the securities  which were subject to the purchase  rights under this Warrant
immediately prior to such reclassification or other change.

          (c)  Split,  Subdivision or  Combination of Shares.  If the Company at
any time while this Warrant remains outstanding and unexpired splits, subdivides
or  combines  its common  stock,  the  Exercise  Price  will be  proportionately
decreased in the case of a split or subdivision or proportionately  increased in
the case of a  combination.  Upon each  adjustment  in the Exercise  Price,  the
number of shares of common stock purchasable  hereunder will be adjusted, to the
nearest whole  security,  to the product  obtained by multiplying  the number of
securities  purchasable  immediately  prior to such  adjustment  in the Exercise
Price by a  fraction  (i) the  numerator  of which  will be the  Exercise  Price
immediately prior to such adjustment,  and (ii) the denominator of which will be
the Exercise Price immediately after such adjustment.

          (d)  Authorized  Shares.  The Company covenants that during the period
the Warrant is  outstanding,  it will reserve from its  authorized  and unissued
common  stock,  a  sufficient  number of shares to provide  for the  issuance of
common stock upon the exercise of any purchase  rights under this  Warrant.  The
Company further covenants that its issuance of this Warrant will constitute full
authority  to its  officers  who are charged  with the duty of  executing  stock
certificates  to  execute  and issue the  necessary  certificates  for shares of
common stock upon the exercise of the purchase rights under this Warrant.

     9.   Non-Transferability; Compliance with Securities Laws.

          (a)  This  Warrant may not be  transferred  or assigned in whole or in
part,  unless  otherwise  agreed to by the  Company  and  permissible  under all
applicable state and federal securities laws.

          (b)  The holder of this Warrant,  by acceptance  hereof,  acknowledges
that this Warrant and the  securities  issuable upon  exercise  hereof are being
acquired  solely for the holder's own account and not as a nominee for any other
party, and for investment, and that the holder will not offer, sell or otherwise
dispose of this Warrant or any  securities to be issued upon exercise  hereof or
any other  securities  issued upon conversion  thereof or otherwise with respect
thereto,  except under  circumstances that will not result in a violation of the
Securities  Act of  1933,  as  amended  (the  "Securities  Act"),  or any  state
securities  laws. Upon exercise of this Warrant,  the holder shall, if requested
by the Company,  confirm in writing, in a form satisfactory to the Company, that
the securities so purchased are being  acquired  solely for holder's own account
and not as a nominee for any other party, for investment, and not with a present
view toward distribution or resale.

          (c)  The common  stock has not been and will not be  registered  under
the Securities Act or applicable  state securities laws and this Warrant may not
be exercised  except by (i) an  "accredited  investor" as defined in Rule 501 of
Regulation D under the Securities Act or (ii) a "non-U.S.  Person," as such term
is defined by Rule 902 of  Regulation S under the  Securities  Act, in each case
that makes all of the  representations and warranties set forth on the Notice of
Exercise. Each certificate  representing common stock or other securities issued
in  respect of the  common  stock or upon any  conversion,  stock



                                       3
<PAGE>

split, stock dividend, recapitalization, merger, consolidation or similar event,
will be  stamped  or  otherwise  imprinted  with a legend  substantially  in the
following form (in addition to any legend required under  applicable  securities
laws):

     "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 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."

     10.  Market Stand-off

     The  holder  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  holder 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 holder  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  holder  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 holder.  "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 10,  "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 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.



                                       4
<PAGE>

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

     11.  Miscellaneous.

          (a)  Issue Date.  The provisions of this Warrant will be construed and
will be given effect in all  respects as if it had been issued and  delivered by
the Company on the date hereof. This Warrant will be binding upon any successors
or assigns of the Company.  This Warrant shall  constitute a contract  under the
laws of the  State of  Washington  and for all  purposes  will be  construed  in
accordance with and governed by the laws of said state.

          (b)  Notices.  All  notices  and other  communications  called  for or
required by this Warrant shall be in writing to the parties,  in the case of the
Company, at the address indicated on the signature page hereof, and, in the case
of  the  holder,   at   ____________________,   marked  for  the   attention  of
______________, 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 seventy-two  (72) hours  following post by first class  registered or
certified mail, return receipt requested,  with postage prepaid,  (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 receipt requested and postage prepaid,  with
an  indication  that  the  original  was set by  facsimile  and the  date of its
transmittal.

          (c)  Attorneys'   Fees.  In  any  litigation,   arbitration  or  court
proceeding  between the Company and the holder relating  hereto,  the prevailing
party will be entitled to  reasonable  attorneys'  fees and  expenses  and court
costs incurred in enforcing this Warrant.

          (d)  Charges,  Taxes  and  Expenses.   Issuance  of  certificates  for
securities  upon the exercise of this Warrant will be made without charge to the
holder  hereof  for any issue or  transfer  tax or other  incidental  expense in
respect of the  issuance of such  certificate,  all of which taxes and  expenses
will be paid by the Company, and such certificates will be issued in the name of
the holder of this  Warrant or in such name or names as may be  directed  by the
holder of this Warrant;  provided,  however,  that in the event certificates for
securities  are to be issued in a name other than the name of the holder of this
Warrant,  this Warrant when  surrendered for exercise will be accompanied by the
Assignment Form attached hereto duly executed by the holder hereof.

     IN  WITNESS  WHEREOF,  ASPi  Europe,  Inc.  has caused  this  Warrant to be
executed as of  ____________,  2001 by the  undersigned  officer  thereunto duly
authorized.

                              ASPI EUROPE, INC.,
                              a Delaware corporation

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

                              Address for Notices:   ASPi Europe, Inc.
                                                     1940 West 11th Ave
                                                     Vancouver, British Columbia
                                                     Canada   V6J 2C6


                                       5
<PAGE>


                               NOTICE OF EXERCISE

To:  ASPI EUROPE, INC.

     (1) The undersigned  hereby elects to purchase  __________ shares of common
stock ("Shares") of ASPi Europe,  Inc., a Delaware  corporation (the "Company"),
pursuant to the terms of the attached Warrant, and (check one)

         [ ]   Tenders  herewith  payment  of the  purchase  price  in  full,
               together with all applicable transfer taxes, if any; or

         [ ]   Requests that the Company  withhold  securities or  instruments
               otherwise  deliverable  pursuant to the  exercise of the attached
               Warrant in accordance with Section 2(b) of the attached Warrant.

     (2) In exercising the attached Warrant,  the undersigned hereby represents,
warrants, confirms and acknowledges as follows:

     (a)  the  undersigned  has such  knowledge and  experience in financial and
          business  matters as to be capable of evaluating  the merits and risks
          of the  investment and it is able to bear the economic risk of loss of
          an  investment in any Shares  subscribed  for pursuant to the attached
          Warrant;

     (b)  the  undersigned  is  acquiring  the  Shares for its own  account  for
          investment   purposes   only  and  not  with  a  view  to   resale  or
          distribution;  provided,  however,  that the  undersigned  may sell or
          otherwise dispose of Shares pursuant to registration  thereof pursuant
          to the Securities Act of 1933, as amended (the  "Securities  Act") and
          any applicable  state  securities laws or under an exemption from such
          registration requirements;

     (c)  the undersigned understands that the Shares have not been and will not
          be registered  under the  Securities  Act and that the issuance of the
          Shares  is  being  made  in  reliance  on  an   exemption   from  such
          registration requirement;

     (d)  (i) the undersigned is an "accredited  investor" within the meaning of
          Rule 501 of Regulation D under the Securities Act;

          -or-

          (ii)(A)  the  undersigned  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);

          (B) the  undersigned  was  outside  the  United  States at the time of
          execution and delivery of this Warrant notice of exercise;

          (C) no  offers  to sell the  Shares  were  made by any  person  to the
          undersigned while the undersigned was in the United States;


<PAGE>

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

          (E) the undersigned agrees not to engage in hedging  transactions with
          regard  to the  Shares  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

          (F) the undersigned  acknowledges and agrees with the Company that the
          Company  shall  refuse to register any transfer of the Shares 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.

     (e)  the undersigned  acknowledges that it is not acquiring the Shares as a
          result of any form of general  solicitation  or  general  advertising,
          including  advertisements,  articles,  notices or other communications
          published  in any  newspaper,  magazine or similar  media or broadcast
          over radio,  or television,  or any seminar or meeting whose attendees
          have been invited by general solicitation or general advertising;

     (f)  the undersigned  agrees that if it decides to offer, sell or otherwise
          transfer any Shares, it will not offer, sell or otherwise transfer any
          of such securities directly or indirectly, unless:

          (i)  the sale is to the Company;

          (ii) the  sale is made in  compliance  with  the  exemption  from  the
               registration  requirements  under the  Securities Act provided by
               Rule 144 or Rule 144A thereunder, if available, and in accordance
               with any applicable state securities or "Blue Sky" laws; or

          (iii)the  securities  are sold in a transaction  that does not require
               registration  under the Securities  Act or any  applicable  state
               laws and regulations governing the offer and sale of securities;

          and, with respect to subparagraphs (ii) and (iii) hereof, it has prior
          to such sale furnished to the Company an opinion of counsel reasonably
          satisfactory to the Company;

     (g)  the undersigned acknowledges that upon the issuance thereof, and until
          such  time as the same is no  longer  required  under  the  applicable
          requirements  of the  Securities  Act or  applicable  state  laws  and
          regulations,  the  certificates  representing  the Shares  will bear 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
          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


<PAGE>

          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."

     (h)  the undersigned understands that the Company may instruct the transfer
          agent for the Shares not to record any transfer of the Shares  without
          first being  notified by the Company  that it is  satisfied  that such
          transfer  is  exempt   from  or  not   subject  to  the   registration
          requirements of the Securities Act;

     (i)  the  undersigned  consents  to the  Company  making a notation  on its
          records or giving  instruction  to the registrar and transfer agent of
          the Company in order to  implement  the  restrictions  on transfer set
          forth and described herein.

     (3) Please issue a certificate or certificates  representing said Shares in
the name of the undersigned.




Date                                    Signature

                                        Address:

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

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

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