THIS AMENDMENT AGREEMENT MADE THE 30TH DAY OF NOVEMBER, 1999
BETWEEN:
GLEN DICKSON and PAUL DICKSON, 1409 - 675 West Hastings Street, Vancouver, B.C.
V6B 1N2
(the "Vendors")
AND:
CARTA RESOURCES LTD., 1075 Duchess Avenue, West Vancouver, B.C. V7T 1G8
("Carta")
WHEREAS the Vendors and Carta entered into a letter agreement dated May 28,
1999, as amended the 29th day of July, 1999 (the "Agreement") for the
acquisition by Carta of a 100% interest in Quotes Canada Financial Network Ltd.;
AND WHEREAS the Agreement provides for a purchase price of $240,000.
payable by the issuance of 1,000,000 shares of Carta at $0.19 per share and a
cash payment of $50,000.;
AND WHEREAS the parties wish to amend the Agreement;
WITNESSES THAT in consideration of the premises and the mutual covenants
and agreements herein set forth, the parties hereto covenant and agree with each
other to amend the Amendment Agreement as follows:
1. All terms defined in the Agreement will have the same meaning as in this
amendment agreement.
2. Paragraph 3(a) of the Agreement be amended so as to read as follows:
"3.(a) the purchase price for the Shares shall be $190,000 to be paid by the
issuance of 1,000,000 shares of Carta at a deemed price of $0.19 per share."
3. Paragraph 3(g) be added to the Agreement as follows:
"(g) $50,000 is to be paid on acceptance of this offer by Carta to reimburse
the shareholders' loans owing to the Vendors by QC."
4. Paragraph 5 of the Agreement be amended to read as follows:
"5. Except for the payment of $50,000 referred to in sub-paragraph 3(g),
which payment is unconditional, this agreement is subject to it being accepted
for filing by the VSE and subject to Carta's review and acceptance, acting
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reasonably, of QC's audited financial statements. Carta shall advise the
Vendors as to the acceptability of the said financial statements within two
business days of Carta's receipt of them. Carta shall use its good faith best
efforts to obtain VSE acceptance of this agreement as quickly as possible;
provided that if the Effective Date has not occurred on or before July 31, 1999,
this agreement shall terminate at the election of the Vendors at any time
thereafter, and the Vendors shall be entitled to retain, as liquidated damages,
the sum of $50,000 paid pursuant to subparagraph 3(g) hereof.
5. Paragraph 6 of the Agreement be amended to read as follows:
"6. The shares to be issued to the Vendors under sub-paragraph 3(a) hereof
shall be free-trading and non-assessable shares in the capital of Carta, subject
to no pooling or escrow restrictions or hold periods other than those required
by law or the policies of any securities regulatory body having jurisdiction."
6. Except as amended hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands and
seals effective as of the date first above written.
GLEN DICKSON PAUL DICKSON
CARTA RESOURCES LTD.
Per:
Authorized Signatory
