ASP VENTURES CORP.



MEMORANDUM OF UNDERSTANDING



TO:  THE SHAREHOLDERS OF



RE: ACQUISITION OF PROMERITA INC. dba EYEDIRECTI.COM
("PROMERITA")  BY ASP VENTURES CORP. ("ASP")



ASP is a publicly traded company whose shares trade on
the NASD Bulletin Board Exchange (the "Exchange"). ASP anticipates the
transaction contemplated herein will be ASP's "Qualifying Transaction"
for purposes of the Exchange policies relating to Publicly traded companies on
NASD BB.



1.     ASP intends to acquire from
the Promerita Shareholders, subject as hereinafter provided and conditional upon
the matters referred to in paragraph 3 below, the whole of the issued share
capital of Promerita (the "Promerita Shares").



2.     In consideration for the
Promerita Shares, ASP will issue to the Promerita Shareholders, pro rata in
accordance with their present holdings of Promerita Shares, that number of fully
paid and non-assessable common shares in the capital of ASP (the "ASP
Shares") (currently anticipated to be not less than an aggregate 10,000,000
ASP Shares) as is equal to the fair market value of the Promerita Shares
(including the business of Promerita), as determined by a reputable independent
valuation of the Promerita Shares (including the business of Promerita) and/or
technical report on the business of Promerita acceptable to the Exchange
(collectively referred to as a "Valuation").



3.     The obligations of each of
the parties hereunder shall be subject to and conditional upon satisfaction of
each of the following conditions, failing which, either the Promerita
Shareholders or ASP may, by written notice to the other, terminate this
Memorandum of Understanding and the arrangements contemplated hereunder without
any liability whatsoever, other than that provided for pursuant to paragraph 8
hereof:



(a)     The Valuation being
acceptable in form and content to both the Promerita Shareholders and ASP,
acting reasonably, and the Exchange,



(b)     It is the understanding of
both ASP and Promerita Shareholders that the combination will not result in a
taxable event for Promerita Shareholders. The combination will follow the
re-organization GAAP code 368A1B or any other tax code, which may apply.



(c)     ASP having signified to the
Promerita Shareholders in writing that it is satisfied with the results of its
due diligence investigations of the business, property and prospects of
Promerita as provided for in paragraph 7 hereof:



(d)     ASP and the Promerita
Shareholders executing a definitive share exchange agreement
(the "Agreement") incorporating the terms and conditions set out
herein and containing warranties, representations and covenants usually found in
such agreements including, without limitation. Conditions 3 (a) through (g)
hereof and the entering into employment agreements with certain key employees of
Promerita, namely Keith Tarter, Kurt Tarter and Mark Samardich, and customary
non-compete agreements;

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(e)     Requisite approval by the
ASP Shareholders;



(f)     Exchange approval;



(g)     The receipt of all other
consents, approvals and authorizations as may be required.



4.     The Promerita Shareholders
acknowledge that the ASP Shares will be issued pursuant to exemptions from the
prospectus requirements under the Securities Act(the "Act")
and in accordance with the policies of the Exchange and will be issued subject
to re-sale and may be subject to escrow restrictions under the Act and Exchange
policies, respectively.



5.     Closing of the share exchange
transaction contemplated hereby (the "Closing") will occur as soon as
all conditions of the Agreement specified in paragraph 3 (c) hereof have been
satisfied, at which time the ASP Shares shall be issued.



6.     Contemporaneously with the
Closing, the Board of Directors of ASP will resign and be replaced by 3 board
members nominated by Promerita Shareholders, one from the current ASP board and
Mr. Mac J. Shahsavar provided that such nominees are acceptable to the Exchange.
In addition the existing ASP management will tender their resignations on the
effective date of the approval of the business combination and acceptance by the
exchange. Promerita will nominate the replacements.



7.     From the date hereof until
Closing, the Promerita Shareholders shall take steps to ensure that ASP and its
representatives shall be permitted access during all normal business hours to
all Promerita books, records, operational information and physical facilities
and that Promerita and all of its personnel will provide all requested
information and endeavor to assist ASP and its representatives in their review
of such matters.



8.     Each of ASP and the Promerita
Shareholders shall be responsible for their own expenses in connection with all
matters relating to the transaction contemplated herein.



9.     The Valuation, audited
financial statements and such other due diligence material as ASP may reasonably
request shall be provided to ASP within 30 days from the date of acceptance
hereof by the Promerita Shareholders.



10.     Pending execution of the
Agreement and the Closing, the Promerita Shareholders will ensure that the
business of Promerita is carried on in the normal course and none of its assets
are disposed of.



11.     The execution of this
Memorandum of Understanding by the Promerita Shareholders shall evidence their
covenant and agreement to conduct discussions in respect of the disposition of
the Promerita Shares (or Promerita's disposition of its assets) only with ASP
from the date of acceptance hereof by the Promerita Shareholders, until the
execution of the Agreement or termination of this Memorandum of Understanding or
unless the Promerita Shareholders and ASP mutually agree otherwise. The
Promerita Shareholders acknowledge that ASP will rely on such covenant by
expending time, effort and money to conclude the Agreement specified in
paragraph 3 (c) hereof.



12.     Except as provided in
paragraphs 8, 11 and 13 herein, this Memorandum of Understanding does not
constitute or give rise to any legally binding obligation on the Promerita
Shareholders or ASP but is intended to form the basis for the Agreement (which
will be governed by the laws of the State of Florida) for the exchange of
shares.

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13.     This agreement
is governed by the laws of the State of Florida. Any disputes arising from this
agreement will be submitted to binding arbitration under Florida law .



14.     ASP also agrees to issue the
following shares from its treasury:

- 7,500,000 shares up to a maximum and not to exceed
7,500,000 to JNC Opportunity fund for the purchase of Medical inventory
- 2,500,000 shares to Mac J. Shahsavar of Winnipeg,
Manitoba or his nominee for their services
- 1,500,000 shares to our consultants whose names to be
provided
- 1,500,000 shares to pay out consultant debts incurred by
Promerita which are identified on Promerita's books



15.     It is understood that upon
completion of this transaction, approximately 26,000,0000 shares will be issued
and outstanding and of this approximately 2,900,000 will be held by the present
ASP shareholders.



16.     The Promerita Shareholders
and ASP agree that all information obtained by either of them pursuant to this
Memorandum of Understanding shall be confidential information and shall not be
disclosed to any person or entity for any reason or purpose whatsoever, other
than in connection with governmental regulatory filings required to consummate
the transaction contemplated hereby, under legal compulsion or, as to ASP, as a
result of Exchange requirements. All documents or copies thereof which one party
furnishes to the other party pursuant to this Memorandum of Understanding shall
be returned forthwith in the event that Closing does not occur.



17.     Notices:



For:

ASP VENTURES CORP.
1177 West Hastings suite 1818 
Vancouver B.C. V6E 2K3
Phone 604-684-4691
Fax 604-684-4601

For

Promerita Inc.
100 second Avenue South, Suite 200S
St. Petersburg, Florida 33701
Phone 727-894-6818
Fax 727-894-6909



18.     This Memorandum of
Understanding is subject to acceptance of a final contract and due diligence by
the parties, legal opinions and other customary due diligence.



If the foregoing properly sets forth your understanding in
respect of the above matters, please indicate your acceptance by executing the
copy of this Memorandum of Understanding where indicated below and returning it
to us.

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|ASP Ventures Corp.                                                                       |                                                                                               
|---------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------
|Per:                                                                                     | /s/ Ross Wilmot
President, Chief Executive Officer & Director, ASP Ventures, Inc., Ross
Wilmot
|                                                                                         |                                                                                               
|Promerita, Inc.                                                                          |                                                                                               
|Per:                                                                                     | /s/ Mark Samardich
President, Promerita, Inc., Mark Samardich                                 
|                                                                                         |                                                                                               
|ACCEPTED AND AGREED TO THIS 5TH DAY OF MARCH, 2001
BY THE SHAREHOLDERS OF
PROMERITA INC:
|                                                                                         |                                                                                               
|                                                                                         | /s/ Keith Tarter
Shareholder - Keith Tarter                                                   
|                                                                                         | /s/ Kurt Tarter
Shareholder - Kurt Tarter                                                     
|                                                                                         | /s/ Mark Samardich
Shareholder - Mark Samardich                                               
|                                                                                         | /s/ Kalju Nekvasil
Shareholder - Kalju Nekvasil                                               
|                                                                                         | /s/ Jon Steele
Shareholder - Jon Steele                                                       
|                                                                                         | /s/ Bryan Staub
Shareholder - Bryan Staub