EXHIBIT 2.1 THIS DOCUMENT, DEEMED CONFIDENTIAL INFORMATION, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 246-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. STARTOOL- Registered Trademark-...

                                                                     EXHIBIT 2.1

THIS DOCUMENT, DEEMED CONFIDENTIAL INFORMATION, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 246-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

            STARTOOL-Registered Trademark- ASSET PURCHASE AGREEMENT

                                AUGUST 18, 2000