J.E. CHARLESWORTH THOMAS J. BOYCHUK
1075 Duchess Avenue 2304 West 5th Avenue
West Vancouver, B.C. V7T 1G8 Vancouver, B.C. V6K 1S5
August 25, 1999
Glen Dickson and
Paul Dickson
1409 - 675 West Hastings Street
Vancouver, B.C. V6B 1N2
Dear Sirs:
Re: Acquisition of Quotes Canada Financial Network Ltd.
(the "Acquisition") by Carta Resources Ltd. (the "Company")
With respect to the acquisition of Quotes Canada Financial Network Ltd. by Carta
Resources Ltd., this is to confirm that J.E. Charlesworth and Thomas Boychuk
shall, for a period of three years following the closing of the Acquisition,
vote their respective shares in the capital of the Company in a manner which is
consistent with the following terms:
(a) that Paul Dickson and Glen Dickson shall be appointed to the board of
directors of the Company;
(b) that the Company shall enter into employment agreements with Paul
Dickson and Glen Dickson for a minimum period of two years at a salary of not
less than $2,500 per month;
(c) that incentive stock options shall be granted to Paul Dickson and Glen
Dickson from time to time entitling each of them to purchase not less than 4%
(or such lower percentage as may be accepted by Paul Dickson and Glen Dickson),
of the issued shares in the capital of the Company at a minimum price permitted
by the Vancouver Stock Exchange for a period of five years.
J.E. CHARLESWORTH THOMAS J. BOYCHUK
