EXHIBIT 2.2







                                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 Blue Dragon  Technologies  GmbH  (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 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