EXHIBIT 2.6


                          AGREEMENT AND PLAN OF MERGER

     This  AGREEMENT AND PLAN OF MERGER (the "Merger  Agreement")  is made as of
this 7th day of December,  2000,  by and between  ASPi  Europe,  Inc., a Florida
corporation  (the "Parent") and ASPi Europe,  Inc., a Delaware  corporation (the
"Subsidiary").

                                    RECITALS:

     WHEREAS, the Parent is a corporation  organized and existing under the laws
of the State of Florida;

     WHEREAS,  the Subsidiary is a corporation  organized and existing under the
laws of the State of Delaware and is a wholly-owned subsidiary of the Parent;

     WHEREAS,  the parties hereto desire that the Parent merge with and into the
Subsidiary and that the Subsidiary  shall continue as the surviving  corporation
in such merger, which is intended to qualify as a tax-free  reorganization under
Section  368(a)(1)(F) or  368(a)(1)(A) of the Internal  Revenue Code of 1986, as
amended,  upon the terms and subject to the  conditions  herein set forth and in
accordance  with the laws of the State of  Florida  and the laws of the State of
Delaware (the "Merger").

     NOW THEREFORE, the parties hereto hereby agree as follows:


                                    ARTICLE I

                          PRINCIPAL TERMS OF THE MERGER

     Section 1.1. Merger of Parent into Subsidiary. At the Effective Time of the
Merger (as defined in Section 1.2 hereof),  the Parent shall merge with and into
the  Subsidiary in accordance  with the Florida  Business  Corporation  Act (the
"FBCA") and the Delaware  General  Corporation  Law (the  "DGCL").  The separate
existence of the Parent shall  thereupon  cease and the Subsidiary  shall be the
surviving  corporation  (hereinafter  sometimes  referred  to as the  "Surviving
Corporation")  and shall continue its corporate  existence under the laws of the
State of Delaware.

     Section  1.2.  Effective  Time  of the  Merger.  The  Merger  shall  become
effective  as of the date and time  (the  "Effective  Time of the  Merger")  the
following  actions are completed:  (a) appropriate  articles of merger are filed
with the Secretary of State of the State of Florida, and a certificate of merger
is issued by the Secretary of State of the State of Florida in  accordance  with
the  FBCA  and (b) an  appropriate  certificate  of  merger  is  filed  with the
Secretary of the State of Delaware in accordance with the DGCL.

     Section 1.3.  Effects of the Merger.  At the Effective  Time of the Merger,
the  Merger  shall have the  effects  specified  in the FBCA,  the DGCL and this
Merger Agreement.

     Section 1.4. Certificate of Incorporation and Bylaws. At the Effective Time
of the Merger, the Certificate of Incorporation and Bylaws of the Subsidiary, as
in effect  immediately  prior to the Effective Time of the Merger,  shall become
the Certificate of Incorporation  and Bylaws of the Surviving  Corporation until
duly amended in accordance with their terms and as provided by the DGCL.

     Section 1.5.  Directors and Officers.  At the Effective Time of the Merger,
the directors and officers of the  Subsidiary in office at the Effective Time of
the Merger  shall  become  the  directors  and  officers,  respectively,  of the
Surviving  Corporation,  each of such  directors  and  officers to hold  office,
subject to the applicable  provisions of the  Certificate of  Incorporation  and
bylaws of the Surviving



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Corporation  and  the  DGCL,  until  his or her  successor  is duly  elected  or
appointed and qualified.

     Section 1.6 Shareholders' Dissenters Rights. The Shareholders of the Parent
are  entitled to  dissenters'  rights  under  sections  607.1301,  607.1302  and
607.1320 of the FBCA. In the event that  shareholders  collectively  owning more
than one  percent  (1%) of the shares of the  Parent  exercise  his,  her or its
dissenters'  rights,  the Parent's  board of directors may abandon the Merger in
its sole discretion.

                                   ARTICLE II

                        CONVERSION AND EXCHANGE OF STOCK

     Section 2.1.  Conversion.  At the Effective Time of the Merger, each of the
following transactions shall be deemed to occur simultaneously:

     (a) Each  share  of the  Parent's  common  stock,  $0.001  par  value  (the
"Parent's  Common  Stock")  issued  and  outstanding,  immediately  prior to the
Effective  Time of the Merger  shall,  by virtue of the Merger and  without  any
action on the part of the  holder  thereof,  be  converted  into and  become one
validly issued,  fully paid and nonassessable  share of the Subsidiary's  common
stock, par value $0.001 per share (the "Subsidiary's Common Stock").

     (b) Each option to purchase shares of the Parent's Common Stock outstanding
immediately  prior to the Effective  Time of the Merger shall,  by virtue of the
Merger and without any action on the part of the holder  thereof,  be  converted
into and become an option to purchase,  upon the same terms and conditions,  the
number of shares of the Subsidiary's  Common Stock, which is equal to the number
of shares of the Parent's Common Stock that the optionee would have received had
the optionee  exercised such option in full  immediately  prior to the Effective
Time of the  Merger  (whether  or not such  option  was then  exercisable).  The
exercise  price  per  share  under  each of said  options  shall be equal to the
exercise price per share thereunder  immediately  prior to the Effective Time of
the Merger.

     (c)  Each  warrant  to  purchase   shares  of  the  Parent's  Common  Stock
outstanding  immediately  prior to the Effective  Time of the Merger  shall,  by
virtue of the Merger and without  any action on the part of the holder  thereof,
be  converted  into and  become a warrant to  purchase,  upon the same terms and
conditions, the number of shares of the Subsidiary's Common Stock which is equal
to the number of shares of the  Parent's  Common  Stock that the warrant  holder
would have  received  had the  warrant  holder  exercised  such  warrant in full
immediately  prior to the  Effective  Time of the  Merger  (whether  or not such
warrant was then  exercisable).  The exercise price per share under each of said
warrants shall be equal to the exercise price per share  thereunder  immediately
prior to the Effective Time of the Merger.

     (d) Each share of the  Subsidiary's  Common  Stock  issued and  outstanding
immediately  prior to the  Effective  Time of the  Merger and held by the Parent
shall be canceled without any consideration being issued or paid therefor.

     Section 2.2. Exchange.

     (a) After the Effective Time of the Merger,  each  certificate  theretofore
representing  issued and  outstanding  shares of the Parent's Common Stock shall
represent the same number of shares of the Subsidiary's Common Stock.

     (b) At any time on or after the Effective Time of the Merger, any holder of
certificates  theretofore  evidencing ownership of shares of the Parent's Common
Stock will be  entitled,  upon  surrender of such  certificates  to the transfer
agent of the Surviving Corporation,  to receive in exchange therefor one or more




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new  stock  certificates  evidencing  ownership  of the  number of shares of the
Subsidiary's  Common Stock, into which the Parent's Common Stock shall have been
converted  in  the  Merger.  If  any  certificate  representing  shares  of  the
Subsidiary's Common Stock is to be issued in a name other than that in which the
certificate  surrendered  in  exchange  therefor  is  registered,  it shall be a
condition of the issuance  thereof that the certificate so surrendered  shall be
properly  endorsed and otherwise in proper form for transfer and that the person
requesting  such exchange  shall pay to the transfer agent any transfer or other
taxes required by reason of the issuance of a certificate representing shares of
the Parent's  Common Stock in any name other than that of the registered  holder
of the certificate surrendered, or otherwise required, or shall establish to the
satisfaction  of the  transfer  agent  that  such  tax has  been  paid or is not
payable.

                                   ARTICLE III

                EMPLOYEE BENEFIT AND INCENTIVE COMPENSATION PLANS

     At the Effective Time of the Merger, each employee benefit plan,  incentive
compensation  plan and other  similar  plans to which the Parent is then a party
shall be assumed by, and continue to be the plan of, the Surviving  Corporation.
To the extent any employee benefit plan,  incentive  compensation  plan or other
similar  plan of the  Parent  provides  for the  issuance  or  purchase  of,  or
otherwise relates to, the Parent's Common Stock, after the Effective Time of the
Merger such plan shall be deemed to provide for the  issuance or purchase of, or
otherwise relate to, the Subsidiary's Common Stock.

                                   ARTICLE IV

                                   CONDITIONS

     Consummation  of the Merger is subject to the  satisfaction  at or prior to
the Effective Time of the Merger of the following conditions:

     Section 4.1.  Shareholder  Approval.  This Merger  Agreement and the Merger
shall have been  adopted and approved by the  affirmative  vote of a majority of
the votes entitled to be cast by all shareholders entitled to vote on the record
date fixed for  determining  the  shareholders  of the Parent  entitled  to vote
thereon. This Agreement and the Merger shall also have been adopted and approved
by the Parent as the holder of all the  outstanding  shares of the  Subsidiary's
Common Stock prior to the Effective Time of the Merger.

     Section  4.2.  Third Party  Consents.  The Parent  shall have  received all
required consents to and approvals of the Merger.

                                    ARTICLE V

                                  MISCELLANEOUS

     Section 5.1. Amendment.  This Merger Agreement may be amended,  modified or
supplemented in whole or in part, at any time prior to the Effective Time of the
Merger with the mutual consent of the boards of directors of the parties hereto;
provided,  however,  that the Merger  Agreement  may not be amended after it has
been  adopted by the  shareholders  of the Parent in any  manner  which,  in the
judgment of the board of directors of the Parent,  would have a material adverse
effect on the rights of such  shareholders  or in any manner not permitted under
applicable law.

     Section  5.2.  Termination.  This Merger  Agreement  may be  terminated  or
abandoned  by the  parties  hereto  at any  time  prior  to  the  filing  of the
certificate of merger  notwithstanding  approval of this Merger



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Agreement by the shareholders of either or both of the Parent or the Subsidiary.

     Section 5.3.  Necessary  Actions,  etc. If at any date after the  Effective
Time  of  the  Merger,  the  Surviving   Corporation  shall  consider  that  any
assignments,  transfers,  deeds  or other  assurances  in law are  necessary  or
desirable to vest, perfect or confirm, of record or otherwise,  in the Surviving
Corporation,  title to any property or rights of the Parent,  the Parent and its
officers and  directors at the  Effective  Time of the Merger shall  execute and
deliver such documents and do all things  necessary and proper to vest,  perfect
or confirm title to such property or rights in the  Surviving  Corporation,  and
the officers and directors of the Surviving  Corporation are fully authorized in
the name of the Parent or otherwise to take any and all such action.

     Section 5.4.  Counterparts.  This Merger  Agreement  may be executed in any
number of  counterparts,  each of which  shall be  considered  to be an original
instrument.

     Section  5.5.  Descriptive  Headings.  The  descriptive  headings  are  for
convenience  of  reference  only and shall not  control or affect the meaning or
construction of any provision of this Merger Agreement.

     Section 5.6.  Governing  Law. This Merger  Agreement  shall be construed in
accordance with the laws of the State of Delaware, except to the extent the laws
of the State of Florida shall mandatorily apply to the Merger.

     IN WITNESS WHEREOF, the undersigned officers of each of the parties to this
Merger Agreement, pursuant to authority duly given by their respective boards of
directors, have caused this Merger Agreement to be duly executed on the date set
forth above.


Attested to by:                            ASPI EUROPE, INC.,
                                           a Florida corporation


---------------------------------          -----------------------------------
Patrick McGrath                            Damon Poole
Secretary                                  Chief Executive Officer and President


Attested to by:                            ASPI EUROPE, INC.,
                                           a Delaware corporation


---------------------------------          -----------------------------------
Patrick McGrath                            Damon Poole
Secretary                                  Chief Executive Officer and President





<PAGE>


                                  CERTIFICATES



     The  undersigned,  Secretary of ASPi Europe,  Inc., a Florida  corporation,
hereby certifies,  pursuant to Section 252(c) of the General  Corporation Law of
the State of Delaware,  that the foregoing Agreement and Plan of Merger to which
this  Certificate is attached,  after having been first duly signed on behalf of
ASPi Europe,  Inc. by its President and attested to by its  Secretary,  was duly
submitted to the  shareholders of ASPi Europe,  Inc. at a meeting thereof called
for the  purpose of  considering  and  acting  upon said  Agreement  and Plan of
Merger,  held after due notice on the 26th day of September,  2000,  and that at
said meeting said  Agreement and Plan of Merger was adopted by the  shareholders
of ASPi Europe, Inc. in accordance with the Florida Business  Corporation Act of
1989.

     IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate on the
____ day of ____________, 2000.



                                        --------------------------------------
                                        Patrick McGrath, Secretary


     The undersigned,  Secretary of ASPi Europe,  Inc., a Delaware  corporation,
hereby certifies,  pursuant to Section 252(c) of the General  Corporation Law of
the State of Delaware,  that the foregoing Agreement and Plan of Merger to which
this  Certificate is attached,  after having been first duly signed on behalf of
ASPi  Europe,  Inc.  by its  Chief  Executive  Officer  and  attested  to by its
Secretary,  was duly submitted to the sole stockholder of ASPi Europe,  Inc. for
the purpose of considering and acting upon said Agreement and Plan of Merger, on
the 5th day of December,  2000, and through a written consent said Agreement and
Plan of Merger was adopted by the sole  stockholder  of ASPi  Europe,  Inc.,  in
accordance with the General Corporation Law of the State of Delaware.

     IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate on the
_____ day of _______________, 2000.



                                        --------------------------------------
                                        Patrick McGrath, Secretary