Filed by Automated Filing Services Inc. (604) 609-0244 - Terrace Ventures Inc. - Exhibit 99.1







	Terrace Ventures Inc. 
	810 Peace Portal Drive, Suite 202 
	Blaine, WA 98230
    


February 28, 2007

	To: 	Dorn Beattie, 
	  	(hereinafter referred to as the “Principal
      Shareholder”) 


Dear Sir:

	Re: 	Acquisition by Terrace Ventures Inc.
      (“Terrace”) of 
	  	Solara Technologies, Inc. (“Solara”)



This will confirm our understanding with respect to a business
combination of Terrace and Solara.

You have represented to us as follows:

	(a) 	
      Solara is a company incorporated under the laws of the
      Province of British Columbia and is in good standing under the laws of its
      jurisdiction of incorporation;

	 	 
	(b) 	
      Solara’s authorized capital consists of an unlimited
      number of common shares without par value of which 18,755,918 common
      shares are issued and outstanding. There are no other classes of shares or
      other securities of Solara outstanding and no person has any option or
      right to acquire any unissued shares of Solara;

	 	 
	(c) 	
      You are the principal shareholder of Solara and hold
      9,706,308 common shares (the “Principal Shareholder”) representing
      approximately 51.7% of the issued and authorized common shares of the
      Solara;

	 	 
	(d) 	
      All shares of Solara issued and outstanding have been
      duly and properly issued in compliance with all applicable corporate and
      securities laws;

	 	 
	(e) 	
      Solara is engaged in the business of offering an end to
      end solution for control/access management, remote monitoring, turnkey
      cashless payment processing and data reporting for distributed assets such
      as vending machines, ATMs and kiosks (the “Business”); and

	 	 
	(f) 	
      Solara owns, or has licenses to use, the technology
      required for the conduct of the Business which includes devices to connect
      distributed assets, a cashless payment platform and facilities, a
      proprietary network, a touch screen interface and proprietary software
      (the “Technology”).



Terrace represents as follows:

	(a) 	
      Terrace is a company incorporated under the laws of
      Nevada and is good standing under the laws of its jurisdiction of
      incorporation;



1





	(b) 	
      Terrace is a reporting company under the United States
      Securities Exchange Act of 1934 (the “Act”) and is in good standing with
      respect to its filings under the Act;

	 	 
	(c) 	
      The shares of common stock of Terrace are quoted on the
      NASD Over-The-Counter Bulletin Board; and

	 	 
	(d) 	
      There has been no material change in the affairs of
      Terrace since its most recent filings in Form 10-KSB and Form 10-QSB under
      the Act except as may be disclosed in any Form 8-K filed under the
    Act.



We have agreed that Terrace and Solara will complete a business
combination, by way of merger under the Nevada Revised Statutes and amalgamation
under the Business Corporations Act (British Columbia), or such other
combination as may be advised by our respective legal counsel (the “Business
Combination”).

The Business Combination shall be completed in such a manner
that following its completion the shareholders of Solara, immediately prior to
the Business Combination, will own 70% of the issued and outstanding shares of
the Resulting Entity and the shareholders of Terrace, immediately prior to the
Business Combination, will hold 30% of the Resulting Entity.

The obligations of the parties to complete the Business
Combination shall be subject to customary conditions including:

	(a) 	
      All the representatives of the parties shall be true and
      accurate at closing as if they were made immediately prior to
    closing;

	 	 
	(b) 	
      Solara shall have provided to Terrace prior to or on
      closing such financial statements as are required by Item 310 of
      Regulation S-B of the United States Securities and Exchange Commission in
      order to permit Terrace to make the United States Securities and Exchange
      Commission filings required in respect of the Business
  Combination;

	 	 
	(c) 	
      The Principal Shareholder shall have provided to Terrace
      such information as is necessary to satisfy Terrace and its counsel that
      the Business Combination may be completed in reliance of exemptions from
      applicable federal and state or foreign securities laws.

	 	 
	(d) 	
      The liabilities of Terrace immediately prior to closing
      shall not exceed $10,000. Terrace shall be free of any liens, charges or
      encumbrances other that those approved by the Principal Shareholder prior
      to closing.



Prior to closing of the Business Combination and as a condition
of closing, Terrace agrees to loan US $200,000 to Solara.

The Principal Shareholder acknowledges that the shares to be
issued by Terrace in connection with the Business Combination shall be
restricted shares under applicable securities laws and shall bear an appropriate
legend.

2




The parties agree to take all steps necessary to ensure that at
closing the board of directors of the Resulting Entity will consist of three
members: the existing director of Terrace; one director nominated by Solara; and
one director nominated by both of the board members.

The parties shall take such steps as may be necessary and use
their best efforts to prepare and execute a formal agreement as soon as
possible, but in any event not later than March 15, 2007. During this period,
the parties will cooperate with each other and provide such documentation or
information as may be necessary to permit the parties to complete reasonable due
diligence with respect to the proposed Business Combination.

If the foregoing is in accordance with your understanding of
the Agreement, please sign where indicated below and this will serve as a
non-binding letter of intent to be replaced by the formal agreement described
above.

	Yours truly, 
	 
	Terrace Ventures Inc.




	Per: 	/s/ Howard Thomson 
	  	  
	  	Howard Thomson 
	  	President 


Agreed and accepted as of the 3rd day of March, 2007.

/s/ Dorn Beattie
Dorn Beattie

3