Filed by sedaredgar.com - Terrace Ventures Inc. - Exhibit 10.21






AMENDMENT AGREEMENT TO SHARE PURCHASE AGREEMENT


THIS AMENDMENT AGREEMENT is dated as of the 12th day of
August, 2009 (the “Effective Date”) 

AMONG: 


  
    
      
        MARKTECH ACQUISITION CORP., a corporation
          duly formed under the laws of British Columbia with its principal office
          at 3045 Quennell Road, PO Box 13, Nanaimo, BC V9X 1K5 

        (hereinafter called the "Vendor") 

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        WORLDBID INTERNATIONAL INC., a company
          duly continued under the laws of Nevada with its principal office at
          Suite 201, 801 Peace Portal Drive, Blaine, WA 98230 

        (hereinafter referred to as “Worldbid") 

      

    

  



OF THE SECOND PART 

AND: 


  
    
      
        TERRACE VENTURES INC., a Nevada corporation
          with its principal office at 810 Peace Portal Drive, Suite 202, Blaine,
          WA 98230 

        (hereinafter referred to as “Terrace") 

      

    

  



OF THE THIRD PART 

AND:


  
    
      
        GEOBIZ SYSTEMS INC., a Nevada corporation
          with its registered office at 8275 S. Eastern Avenue, Suite 200, Las
          Vegas, NV 89123 

        (hereinafter referred to as the "Purchaser") 

      

    

  



OF THE FOURTH PART 

WHEREAS: 

A.          
The Vendor, Worldbid, a wholly owned subsidiary of the Vendor, Terrace and the
Purchaser, a wholly owned subsidiary of Terrace, entered into a Share Purchase
Agreement (the “Purchase Agreement”) dated April 29, 2009 pursuant to which the
Vendor has agreed to transfer all of the shares of Worldbid to the Purchaser in
consideration of $250,000.

B.          
Under the terms of the Purchase Agreement, the closing of the Purchase Agreement
was to occur no later than August 12, 2009.

C.         
 The parties now wish to extend the closing date of the Purchase Agreement
to December 31, 2009 upon the terms and conditions set forth herein. 




NOW, THEREFORE, in consideration of $10.00 and for other
good and valuable consideration, the parties agree as follows: 

	1. 	
      Definitions. Except as otherwise set out herein,
      capitalized terms used in this Agreement shall have the same meaning as
      specified in the Purchase Agreement.

	 	 
	2. 	
      Amendment. The Purchase Agreement be amended as
      follows:




	 	(i) 	
      Section 1(b) of the Purchase Agreement is replaced in its
      entirety with the following:




		
      “(b) 
	
      “Closing Date” means the tenth (10th) business
      day following the day on which the Vendor delivers the financial
      statements referred to in Article 5 to the Purchaser or such other date as
      may be mutually agreed upon by the parties hereto but in any event no
      later than December 31, 2009.” 




	3. 	
      No Other Modification. The parties confirm that
      the terms, covenants and conditions of the Purchase Agreement remain
      unchanged and in full force and effect, except as modified by this
      Agreement.

	 	 
	4. 	
      Counterparts. This Agreement may be executed in
      two or more counterparts, each of which shall constitute an original, but
      all of which, when taken together, shall constitute but one instrument,
      and shall become effective when one or more counterparts have been signed
      by each party hereto and delivered to the other parties.

	 	 
	5. 	
      Successors and Assigns. Except as otherwise
      expressly provided herein, the provisions hereof shall inure to the
      benefit of, and be binding upon, the successors, assigns, heirs, executors
      and administrators of the parties hereto.

	 	 
	6. 	
      Independent Legal Advice. This Agreement has been
      prepared by O’Neill Law Group PLLC as legal counsel for Terrace and the
      Purchaser, and the Vendor and Worldbid acknowledge and agree that they
      have been advised to seek separate legal counsel with respect to the
      matters contained in this Agreement.



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	7. 	
      Entire Agreement. This Agreement constitutes the
      full and entire understanding and agreement between the parties with
      regard to the subject hereof.



IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first written above. 

	MARKTECH ACQUISITION CORP. 	 
	by its authorized signatory: 	 
	  	 
	  	 
	/s/ Mark
      Reynolds 	 
	Mark Reynolds, President and Secretary 	 
	  	 
	  	 
	  	 
	  	 
	WORLDBID INTERNATIONAL INC. 	 
	by its authorized signatory: 	 
	  	 
	  	 
	/s/ Logan B.
      Anderson 	 
	Logan B. Anderson, President 	 
	  	 
	  	 
	  	 
	  	 
	TERRACE VENTURES INC. 	 
	by its authorized signatory: 	 
	  	 
	  	 
	/s/ Howard
      Thomson 	 
	Howard Thomson, President 	 
	  	 
	  	 
	  	 
	  	 
	GEOBIZ SYSTEMS INC. 	 
	by its authorized signatory: 	 
	  	 
	  	 
	/s/ Howard
      Thomson 	 
	Howard Thomson, President 	 


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