Exhibit 2.8

                             AMENDMENT AGREEMENT TO
                          VOTING AND EXCHANGE AGREEMENT



This amendment agreement (the "Amendment Agreement") is entered into as of
January 22, 2002, among ASPi Europe, Inc. ("Pubco"), a Delaware Corporation,
GrowthExperts Group Inc. ("GrowthExperts"), an Alberta corporation, Scott Dow
("Trustee") and the Holders of Exchangeable Shares of GrowthExperts as
represented by Scott Dow ("Dow").

WHEREAS:

A. Pursuant to a voting and exchange agreement (the "Exchange Agreement") dated
as of June 11, 2001 among ASPi Europe, Inc., GrowthExperts Group Inc. (being one
of the pre-amalgamated entities of GrowthExperts), Clark Wilson, Barristers and
Solicitors, ASPi Alberta Holdings Inc. and the Holders of Exchangeable Shares of
GrowthExperts, such parties made appropriate provisions and to establish a
procedure whereby the rights to require Pubco to acquire Exchangeable Shares
from the Holders thereof (other than Pubco and its subsidiaries) would be
exercisable from time to time by such Holders of Exchangeable Shares;

B.  Pursuant  to  an  assignment   into   bankruptcy  on  December  6,  2001  of
GrowthExperts  it was deemed  desirable  to effect an  amendment to the Exchange
Agreement  so as to delete  the  voting  rights  granted  therein  to Holders of
Exchangeable  Shares  by  Pubco  and to  delete  the  right  of each  Holder  of
Exchangeable  Shares to convert such  Exchangeable  Shares into common shares of
Pubco;

C. Pursuant to the terms of the Exchange Agreement and in particular, Article 12
thereof, a meeting of the Holders of Exchangeable Shares was held on January 22,
2002 whereat in excess of  two-thirds  (66.67%) of the votes cast by the Holders
of Exchangeable Shares, in person or by proxy, approved the following amendments
to the Exchange  Agreement and designated Scott Dow as the representative of the
Holders of Exchangeable Shares to execute this Amendment Agreement; and

D. As a result of the assignment into bankruptcy of GrowthExperts,  the law firm
of Clark Wilson,  Barristers and Solicitors,  being the original  Trustee to the
Exchange  Agreement  resigned  as trustee and  pursuant  to section  10.1 of the
Exchange  Agreement,  Pubco and  GrowthExperts  has appointed Scott Dow, being a
director of GrowthExperts, as successor Trustee for the purposes of the Exchange
Agreement.

NOW THEREFORE, in consideration of the respective covenants and agreements
provided in this Amendment Agreement and for other good and valuable
consideration (the receipt and sufficiency which are hereby acknowledged) the
parties hereto agree as follows:

1.          Capitalized  terms used herein and not  otherwise  defined  herein
shall have the meanings assigned to them in the Exchange Agreement.




2.          The Exchange  Agreement is hereby amended by deleting therefrom in
their entirety, Articles 3, 4, 5 and 11.

3. The Exchange Agreement is hereby amended by deleting from Article 1 the
following definitions: "Pubco Meeting", "Pubco Consent", "Equivalent Vote
Amount", "Stockholder Votes", "List", "Exchange Right", "Exchangeable Share
Consideration", "Retraction Call Right", "Redemption Call Right", "Liquidation
Call Right", "Insolvency Event", "Automatic Exchange Rights", "Share Price",
"Officer's Certificate", "Share Consideration", "Retracted Shares", "Liquidation
Event", "Liquidation Event Effective Time" and "Pubco Successor".

4.          Section  13.1 of the  Exchange  Agreement  is  hereby  amended  by
deleting  paragraph  (b)  therefrom  and  replacing  such  paragraph  with the
following:

            "(b)  each of Amalco and Pubco elects in writing to terminate the
                  Trust and such termination is approved with Exchangeable
                  Shareholder Approval; or".

5.          Section  13.1 of the  Exchange  Agreement  is  hereby  amended  by
adding the following as paragraph (c) to such section:

            "(c)  any proceedings are initiated to adjudicate Amalco a bankrupt
                  or insolvent and Pubco elects to terminate this Agreement
                  whereupon any and all of Pubco Special Voting Stock shall be
                  automatically cancelled on the books and records of Pubco, the
                  Voting Share shall forthwith thereafter be returned to Pubco
                  by the Trustee for cancellation and this Agreement shall
                  terminate.".

6.          Section  13.2 of the Exchange  Agreement is hereby  deleted in its
entirety and is replaced with the following:

            "13.2       Survival of Agreement

            Articles 8 and 9 hereof shall survive any termination of the Trust
            and this Agreement."

7.          In all other respects, the Exchange Agreement remains unamended.

8.          This  Amendment  Agreement  shall be binding upon and inure to the
benefit of the parties  hereto and their respect of  successors  and permitted
assigns and to Holders of Exchangeable Shares.

9. This Amendment Agreement shall be construed and enforced in accordance with
the laws of the Province of British Columbia and the federal laws of Canada
applicable therein.




10. This Amendment Agreement may be executed in several counterparts, each of
which shall be deemed an original and all of which shall be taken together to
constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereby have caused this Amendment Agreement to be
duly executed as of the date first above written.

ASPi EUROPE, INC.

per:
      "Patrick McGrath"
--------------------------
Authorized Signatory



GROWTHEXPERTS GROUP INC.

per:
      "Scott Dow"
--------------------------
Authorized Signatory



SCOTT DOW as Trustee


      "Scott Dow"
--------------------------
Scott Dow



As duly appointed authorized representative of the Holders of Exchangeable
Shares in GrowthExperts Group Inc.



      "Scott Dow"
---------------------------
SCOTT DOW