EXHIBIT 2.1



                                Letter of Intent


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                                Letter of Intent




                                     between

Kai Stefan Dietrich,

business address: Marktstrasse 3, 41236 Monchengladbach, Federal Republic of

Germany,

                                       and

Sandro Schaefer,

business address:  Zur Brucke 6, D- 41447 Niederkruchten, Federal Republic of

Germany,

(hereinafter jointly referred to as the "Sellers")

                                       and

ASPi Europe, Inc.

Two Union Square, 601 Union Street, Suite 4200, Seattle, Washington 98101,

United States of America,

(hereinafter referred to as the "Buyer").


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                                       A.

                                    Recitals

WHEREAS  the Buyer  intends to  purchase  from the Sellers all of the issued and
outstanding  equity securities of WebTech Ltd.  (hereinafter  referred to as the
"Company");

AND  WHEREAS  the  Sellers  intend to sell to the Buyer  all of the  issued  and
outstanding equity securities of the Company,

NOW THEREFORE, the contracting parties agree as follows:

                                       B.

                               General Principles

It is understood between the contracting  parties that they intend to base their
definitive stock purchase agreement on the following principles:

     I.   Sale of Stock and Consideration

          1.   The  Sellers  intend to sell to the Buyer  100% of the issued and
               outstanding  equity  securities  of the  Company,  consisting  of
               (___??)  shares of common stock of the Company (the "Shares") and
               to transfer the Shares to the Buyer.

          2.   The Buyer  intends to give the  following  consideration  for the
               transfer of said Shares:

               -    Transfer  of  250,000  shares of common  stock of the Buyer,
                    having a par value of $ 0.001 per share (the  "Consideration
                    Shares").

          3.   The consideration shall be given as follows:




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               -    At the  Closing  Date,  the  Consideration  Shares  shall be
                    transferred to a location specified by the sellers.

          4.   The  contracting  parties will specify  further  particulars  and
               details,   especially   with  regard  to  the   transfer  of  the
               Consideration   Shares,  taking  into  consideration  the  mutual
               interests  of  the  parties   (including,   but  not  limited  to
               tax-related considerations).

          5.   The contracting parties shall enter into definitive documentation
               evidencing the terms of this Letter of Intent with a closing date
               of no later than  August 31,  2000,  or such other date as may be
               mutually agreed upon by the  contracting  parties in writing (the
               "Closing Date").

          6.   At the time of closing of the stock purchase  referred to herein,
               it is  understood  by the parties  that the Board of Directors of
               the Buyer shall be adjusted to include  representatives such that
               Seller's representation on the Board of Directors is no less than
               50% of the Board of  Directors  (if an even  number of members of
               the Board of  Directors is  authorized)  or a majority (if an odd
               number of members of the Board of Directors is  authorized).  The
               Board of Directors  will be comprised of at least four members at
               the time that  definitive  documentation  is  entered  into.  The
               contracting parties intend that the following persons will be two
               of the initial Members of the Board of Directors:

                                    Kai Stefan Dietrich
                                    Sandro Schaefer

          7.   Upon the Closing Date,  the Buyer shall have obtained an increase
               in its capital stock of U.S. $0.5 million.  This capital increase
               will have been  completed  at the Closing  Date at which time the
               funds will be available to the Company.

     II.  Representations and Warranties




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          1.   Standard Representations and Warranties.

               The contracting  parties will make standard  representations  and
               warranties to be set forth in definitive documentation.

          2.   Covenants of the Sellers

               From the date of this Letter of Intent to the Closing  Date,  the
               Sellers covenant to the Buyer the following:

               a.   The  Sellers  will  furnish  Buyer with  whatever  corporate
                    records and documents are available, including the corporate
                    statute,  the  internal  rules of  procedure  (or  Bulgarian
                    equivalent) and the audited financial statements (under U.S.
                    generally accepted accounting principles) of the Company.

               b.   The  Company  will not enter into any  contract  or business
                    transaction,  merger or business  combination,  or incur any
                    further  debts or  obligations  (other than in the  ordinary
                    course of business)  without the express  written consent of
                    the Buyer.

               c.   The Company will not amend or change its  corporate  statute
                    or  internal  rules of  procedure,  or issue any  additional
                    shares of its  common  stock  without  the  express  written
                    consent of the Buyer.

               d.   The Company  will not issue any stock  options,  warrants or
                    other  rights  or  interests  in or to its  shares of common
                    stock.

               e.   The Company  will not declare any dividend in cash or stock,
                    or any other benefit.

               f.   The Company will not  institute any bonus,  benefit,  profit
                    sharing,  stock option,  pension  retirement plan or similar
                    arrangement.




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               g.   The Sellers  agree to indemnify the Buyer against and to pay
                    any  loss,  damage,  expense  or claim  or  other  liability
                    incurred   or  suffered  by  the  Buyer  by  reason  of  the
                    inaccuracy  of any warranty or  representation  contained in
                    this Letter of Intent.

          3.   Covenants of the Buyer

               The Buyer will obtain requisite approvals to appoint up to two of
               the  Sellers'  representatives  to its Board of  Directors on the
               Closing Date.

          4.   Access to Records

               Between the date of this  Letter of Intent and the Closing  Date,
               the Sellers will afford any  representative of the Buyer free and
               full access to all premises,  properties,  books,  accounts,  and
               other  records of the  Company in order to  provide  the  Buyer's
               representatives full opportunity to make whatever  investigations
               of the Company as Buyer may desire. If any such  investigation or
               inquiry  gives the Buyer  reason to believe  that the Sellers may
               have breached any term or condition of this Letter of Intent, the
               Buyer will  advise the  Sellers so in writing  and this Letter of
               Intent will be terminated at the option of the Buyer.

     III. General Provisions

          1.   The contracting parties shall act in good faith and effort in its
               negotiations  of this  Letter  of  Intent  and the  execution  of
               definitive  documentation.  In addition,  the contracting parties
               shall jointly prepare a non-binding  time schedule for completion
               of the terms of the stock transfer

          2.   In  the  course  of the  parties'  discussions,  the  contracting
               parties will receive confidential  documents and information that
               are necessary or appropriate for the stock transfer. Confidential
               documents and  information  within this meaning include such data
               that are only accessible to a limited circle of




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               persons and that,  according  to the  apparent  will of the party
               concerned, shall not be disclosed to the public.

               The contracting  parties agree that these confidential  documents
               and information are to be treated  confidentially and must not be
               made available or accessible,  whether  completely or in part, to
               any third  party.  No party  will make use of the  documents  and
               information received from the respective other contracting party,
               except  for  the   purpose  of  the   execution   of   definitive
               documentation to effect a closing of this transaction.

          3.   In case the contracting  parties should fail to do such things as
               are necessary to close this transaction, they will:

               -    harmonize all statements to be made; and

               -    immediately return all confidential documents and other data
                    received from the  respective  other  contracting  party and
                    destroy  any other  documents,  copies and other  duplicated
                    items, etc.

          4.   Each contracting party shall bear its own expenses, including but
               not limited to the costs of any outside consultants.

          5.   This  Letter  of  Intent is  subject  to the laws of the  Federal
               Republic  of  Germany.  The  contracting  parties  agree that any
               disputes resulting from this Letter of Intent shall be subject to
               the jurisdiction of the Federal Republic of Germany.

          6.   This  Letter  of  Intent  represents  the  material  terms of the
               present  state  of  the  understanding  between  the  contracting
               parties.   It  is   understood  by  the  parties  that  only  the
               regulations  under  Item B III.  ("General  Provisions")  of this
               Letter of Intent shall have a binding  effect.  In the event that
               the closing of this transaction should fail, for whatever reason,
               any claims for  performance  and/or damages that the  contracting
               parties may have,  in particular as to this Letter of Intent have
               (except as to "General Provisions"), shall be excluded.





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                                       C.

                                  Due Diligence

The parties agree that each shall take all measures to obtain an accurate report
of its earning position and any economic and/or legal risks.  Prior to the stock
transfer,  the Buyer will perform a thorough  legal and  financial  audit of the
Company  ("Due  Diligence")  to  ensure  no  material  liabilities  exist in the
business  operations  of the  Company  and to  determine  all  essential  legal,
tax-related and operating  conditions that considerably  influence the Company's
earning  capacity and  therefore  might  endanger  the  economic  success of the
intended transaction.

Such Due  Diligence  shall be completed  prior to the  execution  of  definitive
closing documentation by the contracting parties.

SELLERS:                                        BUYERS:

Dusseldorf, Federal Republic of Germany         Seattle, Washington, USA
Dated: June 29, 2000                            Dated: July 5, 2000

ASPI EUROPE, INC.

/s/ Kai Stefan Dietrich                         By: /s/ Damon Poole
--------------------------------                    ---------------------------
Kai Stefan Dietrich

                                                Its: CEO
/s/ Sandro Schaefer
--------------------------------
Sandro Schaefer