ASPI EUROPE INC
FIRST ALLONGE TO PROMISSORY NOTE DATED 5/17/2000
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FIRST ALLONGE TO PROMISSORY NOTE DATED 5/17/2000
<TEXT>



                                                                   EXHIBIT 10.21


                              First Allonge to the
                   Promissory Note dated May 17, 2000 made by
                                ASPI EUROPE, INC.
                                   in favor of
                       MANHATTAN INVESTMENTS INCORPORATED

     THIS  FIRST  ALLONGE  to the  Promissory  Note,  dated  May 17,  2000  (the
"Promissory  Note"),  made by ASPI  EUROPE,  INC.,  a Florida  corporation  (the
"Company"), in favor of MANHATTAN INVESTMENTS INCORPORATED,  a Nevis corporation
("MAN"),  is made as of the 3rd day of October,  2000 by and between the Company
and MAN.

                                   BACKGROUND

     WHEREAS,  on May 17, 2000,  MAN made a loan to the Company in the amount of
US $125,000 as evidenced by the Promissory  Note, and such  Promissory  Note was
due and payable on or before August 31, 2000;

     NOW,  THEREFORE,  in consideration of the Company agreeing to treat the MAN
Promissory  Note on the same  pro-rata  terms,  including  all  payments  by the
Company to principle and interest,  as the $100,000  promissory note signed with
Atlantic Trust on July 12, 2000, the Company and MAN hereby agree as follows:

     1. MAN will waive its immediate  right to full payment of the principle and
interest of the US $125,000 Promissory Note and will amend and restate the first
and third paragraphs of the Promissory Note to read as follows:

     "In  consideration  of  such  loan  or  advance  ("Advance")  as  MANHATTAN
INVESTMENTS  INCORPORATED,  a Nevis Corporation ("MAN"),  makes hereon to or for
the benefit or at the request of ASPI EUROPE,  INC., a Florida  corporation (the
"Maker"),  the Maker  hereby  promises  to pay on or before  July 31,  2001 (the
"Maturity Date") to MAN, or order (the "Holder"),  in lawful money of the United
States of America, all Advances,  plus interest thereon, at the rate hereinafter
provided."

     "Interest  on this note  shall  accrue at a per annum  rate of ten  percent
(10%) and will be payable  semi-annually  at January 31, 2001.  The  outstanding
principal amount of this Note,  together with unpaid accrued  interest  thereon,
shall be due and payable in full on or before the Maturity Date."

     2. Except as amended  herein,  the  Promissory  Note shall continue in full
force and effect and shall be enforceable in accordance with its terms.  Nothing
herein contained shall constitute a novation of the Promissory Note.

     3. This First  Allonge and the  Promissory  Note shall  constitute a single
instrument.

     IN  WITNESS  WHEREOF,  the  Company  has caused  this First  Allonge to the
Promissory Note to be signed by its duly  authorized  officer as of the 12th day
of October, 2000.




<PAGE>

                                 ASPI EUROPE, INC.


                                 By:  "Damon Poole"
                                      ------------------------------------------

                                 Damon Poole
                                 President and Chief Executive Officer


                                 MANHATTAN INVESTMENTS INCORPORATED


                                 By:  "David Craven"
                                      ------------------------------------------
                                 Name:   David Craven
                                 Title:  Director



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</DOCUMENT>
