GLEN DICKSON
                                  PAUL DICKSON
                          1409-675 West Hastings Street
                                 Vancouver B.C.
                                     V6B lN2

                             Tel:     (604) 722-1827
                             Fax:     (604) 408-1377
                              glen@quotescanada.com

                                        May  28,  1999

Carta  Resources  Ltd.
1075  Duchess  Avenue
West  Vancouver,  B.C.
V7T  1G8

Attention:     J.  E.  Charlesworth,  President

Dear  Sirs:

          Re:     Quotes  Canada  Financial  Network  Ltd.  ("QC"')

     The  purpose  of  this  letter is to offer for sale to Carta Resources Ltd.
("Carta"),  on the terms and conditions set out herein, all of the issued shares
of  QC.

1.     Glen  Dickson  and  Paul  Dickson  (collectively  the  "Vendors")  have
represented  to  Carta  that:

(a)     the  Vendors,  Glen  Dickson and Paul Dickson each as to 250,000 shares,
are  the  registered  and  beneficial  shareholders of 500,000 shares of QC (the
"Shares"),  representing  all  of  the  issued  shares  of  QC;

(b)     the authorized capital of QC consists of 1,000,000 common shares without
par  value,  of  which  500,000  are  issued  and  outstanding;

(c)     there  are  no  options,  share  purchase  warrants, agreements or other
instruments  pursuant  to  which any person has a right to acquire shares of QC,
either  from  the  Vendors  or  from  the  treasury  of  QC;

(d)     the  Shares  are  fully paid and non-assessable shares in capital of QC,
and  are  free  and  clear  of  all  charges,  liens  and  encumbrances;

(e)     QC  is  a  corporation  duly  incorporated  in  the  province of British
Columbia,  and  is  in  good  standing  with  the  Registrar  of  Companies;

<PAGE>

(f)     QC  is  an  emerging  company engaged in the business of providing stock
market  quotation  and  related  services  through  the  internet;

(g)     to the best of their knowledge, there is no litigation involving QC, nor
is  any  litigation  pending  or  threatened  against  QC;

(h)     QC has all permits and licences necessary for it to conduct and continue
to  conduct  its business in the manner in which it has been conducted hitherto;
and

(i)     on  the  closing  of  the transaction contemplated in this agreement, QC
will  have  liabilities  of  $  1,000  or  less.

2.     Carta  has  represented  to  each  of  the  Vendors  that:

(a)     it  has  full corporate power and authority to enter into this agreement
and  the  entering  into of this agreement does not conflict with any applicable
laws  or  with  its  charter documents nor does it conflict with, or result in a
breach  of,  or  accelerate  the  performance  required by any contract or other
commitment  to  which  it  is  party  or  by  which  it  is  bound;

(b)     it  is  a  company  in  good  standing under the laws of the province of
British  Columbia;

(c)     it  is  a  reporting  issuer  in  good standing under the Securities Act
(British  Columbia);

(d)     its  common  shares  are  listed and posted for trading on the Vancouver
Stock  Exchange  (the "VSE") and Carta is not in breach of its listing agreement
with  the  VSE;

(e)     it  is  a  reporting  issuer  only  in the province of British Columbia;

(f)     its  authorized capital consists of 20,000,000 common shares without par
value  of  which  3,726,142  are  issued  and  outstanding;

(g)     there  are  no  shares  of  Carta which are subject to issuance except a
total  of  360,000  of  its  shares  which  are  subject to issuance pursuant to
incentive  stock  options,  and an additional 25,000 shares which are subject to
issuance  pursuant  to  a  property  acquisition  agreement;

(h)     the  directors  of  Carta  are  as  follows:

J.  E.  Charlesworth
Thomas  Boychuk
H.  Leo  King

(i)     Carta in not an "inactive" company on the VSE, and Carta does not intend
to seek such status, nor has it received any notice from the VSE that it will be
deemed  to  be  inactive  by  the  VSE.

3.     The  Vendors  hereby  offer  to  sell  all  of the Shares to Carta on the
following  terms  and  conditions:

(a)     the  purchase price for the Shares shall be $240,000 payable as follows:

<PAGE>

(i)     $50,000  cash  to  be paid by certified cheque on the acceptance of this
offer  by  Carta;

(ii)     an  additional  $190,000 to be paid by the issuance of 1,000,000 shares
of  Carta  at  the deemed price of $0.19 per share, such shares to be issued and
delivered  within  five  business  days  following  the  date  of  issuance (the
"Effective  Date")  by  the VSE of a notice accepting this agreement for filing;

(b)     each  of  Paul  Dickson  and  Glen  Dickson  shall,  if they consent, be
appointed to the board of directors of Carta such that the board of directors of
Carta  shall  comprise  five  persons;

(c)     each  of  Paul  Dickson  and Glen Dickson shall enter into an employment
contract  with Carta for a minimum period of two years at the salary of not less
than  $2,500  per  month;

(d)     incentive  stock options shall be granted such that each of Glen Dickson
and  Paul  Dickson  shall be granted from time to time an incentive stock option
entitling  him  to purchase not less than 4% (or such lower percentage as may be
accepted  by  the  optionee) of the issued shares in the capital of Carta at the
minimum  price  permitted  by  the  VSE  for  a  period  of  five  years;

(e)     J.E.  Charlesworth  and Thomas Boychuk (collectively the "Shareholders")
shall  enter  into  a  voting  trust  agreement  with  the Vendors such that the
Shareholders,  for a period of three years following the closing of the purchase
and  sale  contemplated  hereunder,  shall  vote  their respective shares in the
capital  of  Carta  in  a  manner  which  is  consistent with the intent of this
agreement,  and  notwithstanding the generality of the foregoing, in a way as to
implement  the  provisions  of  sub-paragraphs  3(b),  3(c) and 3(d) hereof, and

(f)     the  Vendors  shall  purchase,  by  way  of  private  placement from the
treasury  of  Carta, 160,000 units (each unit comprising one share and one share
purchase  warrant  with  a  two  year  term)  at a price of $0.15 per unit, such
purchase  to  close  concurrently  with  the  sale  and  purchase  of the Shares
contemplated  hereunder.

4.     The  Vendors  shall  promptly  provide  Carta  with  all  information and
documentation  as  is  requested  and  required  by  the  applicable  securities
regulatory  bodies.  Carta,  at  its  sole  cost  and expense, shall prepare any
valuation  of  QC  that  may  be  required  by the securities regulatory bodies.

5.     Except  for  the payment of $50,000 referred to in sub-paragraph 3(a)(i),
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
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  sub-paragraph  3  (a)(i)  hereof

<PAGE>

6.     The  shares  to  be  issued  to  the Vendors under sub-paragraph 3(a)(ii)
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.

7.     All cash and share payments due to the Vendors hereunder shall be made to
Glen  Dickson  and  Paul  Dickson, each as to 50%, unless Carta receives written
instructions  to  the  contrary  from  the  Vendors.

8.     The  Vendors agree that, until the Closing Date, QC will not, without the
prior written consent of Carta, which consent shall not be unreasonably withheld
or  delayed

(a)     purchase  or  sell  any  assets  which  are  of  material  value;
(b)     waive  or  surrender any material right in connection with its business;
(c)     issue  any  shares;
(d)     make any public announcement concerning the transactions contemplated by
this  Agreement,  other  than  as  required by law or by an regulatory authority
having  jurisdiction  over  QC;  or
(e)     declare or pay dividends or make any other distribution to shareholders.

9.     Until  the  closing  of  the  transaction contemplated hereunder, QC will
conduct its business only in the ordinary course, and neither QC nor the Vendors
will  solicit, initiate, or encourage the submission of proposals or offers from
any  other  person, entity or group relating to, and will not participate in any
negotiations  regarding,  or  (except an order to comply with any requirement of
law  to  furnish  information  to  regulatory  authorities) furnish to any other
person,  entity or group any information with respect to, or otherwise cooperate
in  any  way  with,  or  assist  or participate in, facilitate or encourage, any
effort  or attempt with respect to, the disposition of the business of QC or any
of  its  assets  out  to  the  ordinary course or acquisition of any outstanding
shares  of  QC  or  any  shares in the capital of QC from treasury.  The Vendors
agree  that  if they receive any such proposal or offer in respect to any of the
foregoing, they will immediately notify Carta in writing of all relevant details
relating  to  the proposal or offer.  While this agreement is in effect, neither
the  Vendors  nor  Carta may use or refer to this agreement or any aspect of its
negotiations  with  the  other  party,  without  the other parties prior written
consent,  except  as  may  otherwise  be  required  by  law.

<PAGE>
     If  this offer is acceptable to Carta, kindly execute a copy of this letter
and  return  in  to  the Vendors on or before June 1, 1999, whereupon this shall
constitute  a  binding  agreement between us, enforceable in accordance with its
terms.  Forthwith  upon the execution and delivery of this letter agreement, the
parties  shall  use  their respective best efforts to enter into a comprehensive
agreement embodying the terms and conditions of this agreement Failure to return
such an executed copy within such time period shall result in the termination of
this  offer.

Yours  Truly



Glen  Dickson



Paul  Dickson

Agreed  to  and  accepted  as  of  the  1st  day  of  June,  1999,
CARTA  RESOURCES  LTD.

Per:

Authorized  Signatory