EXHIBIT 10.4

                                LETTER OF INTENT

      DND Technologies, Inc., a Nevada corporation who address is 375 E. Elliot
Road Building 6, Chandler Arizona 85225 ("DNDT"), and ESL Elektronik Handels
GmbH, a German corporation whose address is Am Mitterfeld 35, 85622 Weissenfeld,
Germany ("ESL") hereby enter into this Letter of Intent:

      WHEREAS DNDT is a publicly-held, fully-reporting corporation, listed on
the OTCBB under the symbol "DNDT";

      WHEREAS ESL is in the business of developing and manufacturing and
servicing and selling semiconductor and related equipment;

      WHEREAS DNDT desires to acquire ESL in a tax-free, merger share exchange;

      THEREFORE the parties intend as follows:

            1. DNDT, a Nevada corporation, shall have current audited financials
      through 12/31/00, a share 23,000,000 shares outstanding which corporation
      shall acquire 100% of the issued and outstanding shares of ESL in a
      share-for-share, tax-free exchange transaction or through a triangular
      merger, whereby DNDT shall issue to the ESL shareholders approximately
      2,000,000 shares, with an additional 200,000 shares outstanding and/or
      issued to certain key employees of ESL and up to 1,000,000 additional
      shares based on performance over the next five years (the "Merger"). DNDT
      shall have no outstanding derivative securities such as warrants, options
      or other rights to acquire equity in DNDT aside from those disclosed in
      writing to ESL.

            2. ESL shall be responsible for making all necessary federal and
      related filings in order to effect this merger in Germany. DNDT shall be
      responsible for making all necessary federal and related filings in order
      to effect this merger in the USA to file the appropriate documents with
      the State of Nevada and such other states as required by the transactions,
      to file applicable Form 8-K and consolidated audited financial statements

            3. At or before the time of the closing of the reorganization, all
      existing officers and directors of ESL except for Gerhard Marschner shall
      resign, and DNDT shall appoint officers and directors as agreed by the
      parties.

            4. At the time of the closing of the reorganization, ESL shall be in
      good standing in its state of incorporation, and shall be current with all
      debts, licenses, taxes and related obligations.

            5. ESL shall cause an audit to be performed on ESL, which audit
      shall be current within 60 days of the closing of the reorganization.

            6. The parties recognize that in connection with this Letter of
      Intent and the performance thereof, the parties may become aware of or
      familiar with programs, systems, programming code, software processes,
      formulae, procedures, schedules, financials, information and/or materials
      which DNDT and ESL has spent a great deal of time and money to develop,
      which are essential to the business of DNDT and ESL, and which comprise
      confidential information and trade secrets of DNDT and ESL, and the

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      parties agree not to disclose any such trade secrets, except as the
      parties may otherwise agree.

            7. The parties recognize that in connection with this Letter of
      Intent and the performance thereof, DNDT shall incur numerous expenses,
      and shall expend time and services related to the reorganization with ESL,
      and the parties agree that, absent a termination of this Letter of Intent,
      the parties shall not circumvent DNDT through a merger or reorganization
      with a company unrelated to DNDT. Each of the parties shall be responsible
      for their own legal fees and expenses.

            8. The parties' obligation to complete the Merger shall be
      contingent upon those conditions that are usual and customary, including
      without limitation (i) that every party shall obtain such due corporate
      and shareholder authorization as may be required to enter into a
      definitive agreement and consummate the Merger, (ii) that every party
      shall obtain approval of the Merger by such federal, state, local and
      foreign regulatory agencies or legal authorities having jurisdiction over
      each of them or the Merger as may be required or desirable, (iii) that a
      due diligence examination be conducted; (iv) that the results of such due
      diligence examinations shall be acceptable to the parties in their sole
      respective discretion; (v) that Seller has obtained all necessary third
      party consents; and (vi) that standard representations and warranties be
      mutually agreed upon. In the event any of the foregoing conditions are not
      satisfied prior to the anticipate closing date, the parties shall have the
      right, in their sole discretion, to either waive such condition and close
      the Merger or terminate the definitive agreement and thereafter, neither
      of the parties will be obligated to continue further to bring its
      consummation.

            9. This Letter of Intent may be executed in multiple counterparts,
      each of which shall be deemed an original and all of which taken together
      shall be but a single instrument. This letter may be accepted and
      delivered by facsimile transmissions.

            10. The purpose of this letter is to outline the broad terms of the
      proposed transaction and to confirm the intention of the parties to
      proceed further. Except for the provisions set forth in paragraph 7 above,
      which is intended to be and is a binding obligation, (a) this letter is
      not intended to create any binding obligation; and (b) no one shall have
      any binding obligation under this letter to enter into a definitive
      agreement providing for the proposed merger or to consummate such merger
      or of any other kind whatsoever. All other binding obligations on the part
      of the parties must await the execution and delivery of the definitive
      agreement. This letter states the present intention of the parties made in
      good faith and replaces and supersedes all previous correspondence and
      discussions concerning the Merger.

      DATED this 31st day of January, 2003.


                                      DND Technologies, Inc.

                                      By: /s/ Douglas N. Dixon
                                          --------------------
                                      Douglas N. Dixon, CEO and Chairman


                                      ESL Elektronik GmbH

                                      By: /s/ Gerhard Marschner
                                          ---------------------
                                      Gerhard Marschner, ______________________