Sponsorship  Agreement:  Change  of  Business/Reverse  Takeover

THIS  AGREEMENT,  dated  July  6,1999  is  made:

AMONG:

GLOBAL  SECURITIES  CORPORATION,  a  member of the Vancouver Stock Exchange (the
"Exchange"),  of  11th Floor, Three Bentall Centre, 595 Burrard Street, P.O. Box
49049,  Vancouver,  British  Columbia,  V7X  1C4;

(the  "Member")

                                                               OF THE FIRST PART

AND:

CARTA  RESOURCES  LTD., a company incorporated under the laws of the Province of
British  Columbia,  of  #1488  -  1090  West  Georgia Street, Vancouver, British
Columbia,  V6E  3V7;

(the  "Issuer")

                                                              OF THE SECOND PART

AND:

QUOTES  CANADA  FINANCIAL NETWORK LTD., a company incorporated under the laws of
the  Province  of  British  Columbia,  of  #1409  -  675  West  Hastings Street,
Vancouver,  British  Columbia,  V6B  1N2

(the  "Target")

                                                               OF THE THIRD PART

WHEREAS:

A.     The  Issuer's  common  shares  are listed on the Vancouver Stock Exchange
(the  "Exchange");

B.     The  Issuer  and  certain shareholders of the Target have agreed that the
Issuer  will  acquire  all  or  substantially  all of the issued and outstanding
shares  of  the  Target  (the  "Transaction");

C.     The Transaction will constitute a change of business of the Issuer within
the  meaning  of  Exchange  Policy  No.  18;

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D.     Pursuant to Exchange Policy No. 4 ("Policy No. 4"), the Exchange requires
that  the  Issuer  obtain  a  member to act as its sponsor within the meaning of
Policy  No.  4  as.  a  condition  of  approval  of  the  Transaction;

1.          DEFINITIONS  AND  INTERPRETATION

1.1          Definitions

In  this  Agreement:

(a)     "Act"  means  the  Securities Act, (British Columbia), R.S.B.C. 1996, as
amended, the regulations and rules made thereunder and all administrative policy
statements,  blanket  orders,  notices,  directions  and  rulings  issued by the
Commission;

(b)     "Approval  Date" means the date the Exchange gives notice of approval of
the  Transaction;

(c)     "Business"  means  the corporate undertaking of the Issuer on completion
of  the  Transaction,  which  will  consist  substantially  of  the  corporate
undertaking  of  the  Target  as  presently  constituted;

(d)     "Commission"  means  the  British  Columbia  Securities  Commission;

(e)     "Control  Block"  means  a  holding of Shares or other securities of the
Issuer  or  both held by a person or combination of persons acting jointly or in
concert to which are attached more than 20% of the voting rights attached to all
outstanding  Voting  Securities;

(f)     "Exchange  Policy"  means  a  policy,  as  amended,  contained  in  the
Exchange's  Corporate  Finance  Services  Policy  and  Procedures  Manual;

(g)     "Issuer"  has  the  meaning defined above, and includes any wholly-owned
or, partially-owned subsidiaries of the Issuer (and will include the Target upon
completion  of  the  Transaction);

(h)     "Material  Change"  has  the  meaning  defined  in  the  Act;

(i)     "Member"  has  the  meaning  defined  above;

(j)     "Proceeds"  means  the  proceeds  from  the  Public  Offering,  if  any;

(k)     "Public  Offering"  means  the  offering  of  the  Issuer's  securities
contemplated  to be made by the Member as agent, contemporaneously with or after
closing,  of  the  Transaction,  if  any;

     (1)     "Quarterly Report" means a report of the Issuer prepared on Form 61
to  the  Act;

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(m)     "Reports"  means  any  business  plans,  engineering reports, geological
reports,  technical reports, valuation opinions or similar documents, concerning
the  Business;

(n)     "Shares"  means  common  shares  in  the  capital  of  the  Issuer;

(o)     "Target"  has  the  meaning  assigned  above;

(p)     "Transaction"  has  the  meaning  assigned  in  Recital  B;  and

(q)     "Voting  Security"  means a security of the Issuer that carries a voting
right  under  all  circumstances.

2.          INVESTIGATION  BY  MEMBER

2.1          The  Issuer  and  the  Target  shall  each at all times afford full
access  to  the  Member  and  its  authorized  representatives  to all, of their
respective  properties,  books,  contracts,  commitments  and  other  corporate
records,  and  shall  furnish  the  Member  with  copies thereof and. such other
information concerning the Business as the Member may request, in order that the
Member  may  undertake  an  investigation  of  the  Business.

2.2          The  Issuer  and the Target shall each forthwith provide the Member
with  their  most  recent  audited financial statements, and unaudited financial
statements,  prepared  as  of  a  date  satisfactory  to  the  member.

2.3          The  Issuer  or Target, as the case may be, shall forthwith provide
the  Member  with:

(a)     a  draft  Pre-Listing  Application  and Fact Sheet or a draft disclosure
document  appropriate  to the Transaction, in the form required by the Exchange,
together  with  all  required  schedules  or  attachments;
(b)     a  draft  disclosure  document  appropriate  to  the Transaction and any
financing  which  may  be  contemplated  to be undertaken concurrently therewith
(e.g.  a  prospectus  or  filing  statement);
(c)     fully  completed  and  executed personal information forms in Form 4B to
the  Act  for all proposed directors and officers of the Issuer on completion of
the  Transaction;
(d)     copies  of all Reports which are available, in final form or in draft if
such  Reports  have  not  been  finalized;
(e)     questionnaires, in the form provided by the Member, completed in full by
each of the directors and each member of senior management of the Issuer and the
Target;  and
(f)     copies  of  all  material  contracts  to  which  it  is  a  party.

<PAGE>

3.          TERM

This  Agreement  shall  be  effective  from  the  date  hereof  until:

(a)     the  date  such notice is given if the Member gives notice to the Issuer
that  it  has  decided  not  to  act  as the Issuer's sponsor with regard to the
Transaction;  or
(b)     the close of business on the Approval Date if the Member gives notice to
the Issuer that it has decided to act as the Issuer's sponsor with regard to the
Transaction.

4.          SPONSORSHIP  DUTIES

If  the  Member  gives  notice  to  the  Issuer that it will act as sponsor with
regard,  to,  the  Transaction, the Member will undertake the sponsorship duties
prescribed  by  Policy  No.  4  relating  to  the  sponsorship.

5.          FEE

5.1          The  Issuer  will  pay  the  Member  a  fee of $15,000.00, (plus 7%
G.S.T.)  in  consideration  of  the Member's acting as the Issuer's sponsor with
regard  to  the  Transaction,  payable:
(a)     as  to  50%  +  GST  upon  execution  of  this  Agreement;  and
(b)     as  to  50%  + GST upon the receipt of notice from the Exchange that the
Transaction  has  cleared  the  Pre-Assessment  Stage.

5.2          The  Issuer's  obligation to pay the above fee earned by the Member
up to the date of termination of this Agreement shall survive the termination of
this  Agreement.

6.          COVENANTS  OF  THE  ISSUER  AND  THE  TARGET

6.1          If,  during  the  term  of this Agreement, a Material Change in the
assets,  liabilities  (contingent or otherwise), business, operations or capital
of  the  Issuer or the Target should occur, or be anticipated or threatened, the
Issuer  or  the Target, as the case may be, shall notify the Member immediately,
in  writing,  with  full  particulars  of  the  change.

6.2          If the Issuer or the Target is not certain as to whether a Material
Change  has  occurred,  the  Issuer  or  the  Target,  as the case may be, shall
promptly  notify  the  Member,  in writing, of the full particulars of the event
giving  rise to the uncertainty, and shall consult with the Member as to whether
such  event  constitutes  a  Material  Change.

6.3          The Issuer and the Target shall each provide the Member with copies
of  all  Reports  forthwith  upon  preparation  or  receipt  of  the  same.

6.4          The  Issuer  shall  notify  the  Member  of:
(a)     any  chance  proposed  to  be  made  in  the  Business;

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(b)     any  proposed  issuance  of  a  Control  Block;
(c)     any  proposed sale or other disposition of any of the outstanding shares
in  the  capital  of any subsidiaries wholly or partially owned by the Issuer or
the  Target;
forthwith upon the proposal of such change, issuance, sale or other disposition.

6.5          The  Issuer  shall notify the Member of any proposed change to the,
constitution  of  the  Board of Directors of the Issuer, or to the membership of
senior  management  of the Issuer, forthwith upon the proposal of such a change.
Forthwith  after  giving  such notification, the Issuer shall provide the Member
with  a  questionnaire  in the form provided by the Member, completed in full by
the  proposed  candidate.  The  Issuer  shall  promptly  notify  the  Member, in
writing, of any resignations, terminations or departures of any of its directors
or  senior  management.

6.6          The  Member  reserves its right to terminate this Agreement, resign
as sponsor and to notify the Exchange of its decision to resign should it object
to  any  of  the  proposed  changes  set  forth  in  Subsections  6.4  and  6.5.

6.7          The  Issuer  shall  provide the Member with copies of all Quarterly
Reports,  press  releases,  promotional  materials,  material  change  reports,
materials prepared in correction with the Issuer's annual general meeting or any
special  meetings  of  shareholders,  annual  reports  and  financial statements
prepared  by  or  for  the  Issuer, forthwith upon preparation or receipt of the
same.

6.8          The  Issuer  shall  notify the member of any circumstances where it
does  not  expect  to  comply  with  a  filing  deadline  imposed  by regulatory
authorities.  Such  notification  shall  be  provided  at least 10 business days
before  the  deadline.

6.9          The  Issuer  and  the Target shall each at all times use their best
efforts  to  assist  the  Member  in  carrying  out  its  duties  as  sponsor.

6.10          The  Issuer  acknowledges  that it has appointed Thomas Boychuk as
its  officer  responsible  for  carrying  out  its  obligations  to  the  Member
hereunder,  and  agrees that the Member may direct and address all inquiries and
submit  all  notices  hereunder  to  the  attention  of  Thomas  Boychuk.

6.11          The  Target  acknowledges  that it has appointed Thomas Boychuk as
its  officer  responsible  for  carrying  out  its  obligations  to  the  Member
hereunder,  and agrees that the Member may direct and address all inquiries, and
submit  all  notices  hereunder  to  the  attention  of  Thomas  Boychuk.

6.12          Nothing, in this Agreement is or shall be construed as a fetter on
the  discretion  of  the  directors  of  the  Issuer  or  the  Target.

6.13          All  information relating to the Issuer and the Target provided by
the  Issuer  and  the  Target  to  the Member shall be directed to the corporate
finance  department  of  the  Member, and neither the Issuer nor the Target will
disclose to any other person associated with the Member any information relating
to  the  Issuer  or  the  Target  which  is  not  publicly  available.

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7.          ACKNOWLEDGEMENTS  OF  ISSUER  AND  TARGET
7.1          Each  of the Issuer and the Target acknowledges that the Member has
informed  the,  Issuer, the Target and their respective directors and management
of  their responsibilities concerning continuous and timely disclosure under the
Act  and,  in  particular, without limitation, of the Issuer's responsibility to
issue  a  press  release  and  file  a  material change report in the event of a
Material  Change in the business, operations, assets or ownership of the Issuer.
Each  of the Issuer and the Target further acknowledges in this regard that each
has  been  made  aware  by the Member of the services offered by commercial news
disseminators.

7.2          Each  of the Issuer and the Target acknowledges that the Member has
advised  the  Issuer,  the  Target  and  their  respective  directors  about the
Exchange's  on-going  requirements  concerning  the  minimum distribution of the
Shares  on  completion  of  the  Transaction.

8.     REPRESENTATIONS,  WARRANTIES  AND
INDEMNIFICATIONS  OF  THE  ISSUER  AND  THE  TARGET

8.1          Each of the Issuer and the Target severally warrants and represents
to the Member and acknowledges that the Member has relied on such warranties and
representations  in  entering  into  this  Agreement,  that:
(a)     the  responses  in  all  questionnaires  completed  by its directors and
senior  management  personnel  and  provided  to  the  Member  pursuant  to this
Agreement  shall  be  accurate  and  complete;
(b)     the  descriptions  of  its assets and liabilities set out in its balance
sheets,  including  the notes thereto, to be provided to the Member will be true
and  correct,  will  accurately  and  fairly  present its financial position and
condition  as  at  the  dates  thereof,  will reflect all liabilities (absolute,
accrued,  contingent  or otherwise) as at the dates thereof and will be prepared
in  accordance  with  generally  accepted  accounting  principles,  applied on a
consistent  basis;
(c)     its  statements  of earnings, retained earnings and chances in financial
position, including the notes thereto, to be provided to the Member will in each
case  accurately  and  fairly  present the results of operations for the periods
covered  thereby  and  will  be  prepared  in accordance with generally accepted
accounting  principles  applied  on  a consistent basis throughout such periods;
(d)     its  financial position as at the date hereof is no less favourable than
that  disclosed  in  the latest balance sheets provided to the Member, except as
has  been  disclosed  to  the  Member;
(e)     the  information  concerning  the Business which will be provided to the
authors of the Reports will be accurate., complete and fair, and the Reports, to
the  best  of  its  knowledge,  will  be  fair  and accurate in all particulars;

<PAGE>

(f)     to  the  extent  that  they  are  required  to do so, the authors of the
Reports  will possess all of the qualifications required by the Exchange and the
Commission.  of  authors  of  such  reports;
(g)     the information contained in the sources and uses of funds statements to
be  provided  to  the  Member  hereunder  will  be  accurate  and  complete;
(h)     the execution of this Agreement does not and will not conflict with, and
does  not and will not result in a breach of, or constitute a default under, any
agreement  or instrument to which it is a party, or by which it is bound, or the
terms  of  its  incorporating  documents;
(i)     the  execution  of  this  Agreement has been authorized by all necessary
corporate  action  on  its  part;
(j)     as  of  the  date  hereof:

(i)     there  has  not  been any Material Chancre in its assets, liabilities or
obligations  (absolute,  accrued,  contingent  or  otherwise);

(ii)     there  has  not  been  any  Material Change in its capital or long-term
debt;

(iii)     there  has  not  been  any  Material Change in its business prospects,
condition  (financial  or  otherwise)  or  the  results  of  its  operations;
from  those  disclosed  in  the  most recent [consolidated] financial statements
provided  to  the  Member  of  which  the  Member  has  not  been  notified;

(k)     since  the  date of the most recent financial statements provided to the
Member,  it  has  carried  on  business  in  the  ordinary  course;
(l)     it  is  duly  registered  and  licensed  to  carry  on  business  in the
jurisdictions  which  it  carries  on  business  or  owns  property;
(m)     no  order  suspending  the sale of or ceasing, the trading in any of its
securities  has  been  issued  and  not  rescinded,  revoked or withdrawn by any
securities  commission,  regulatory  authority  or  stock  exchange  in  any
jurisdiction,  and  no  proceedings for that purpose have been instituted or are
pending  or  are,  to  the  knowledge  of  its  directors  or senior management,
contemplated or threatened by any securities commission, regulatory authority or
stock  exchange;  and
(n)     no  enquiry  or  investigation, formal or informal, in relation to it or
its  directors  or  senior  management,  has been commenced or threatened by any
official  or officer of any securities commission, regulatory authority or stock
exchange.

8.2          The representations and warranties of the Issuer and the Target set
forth  herein shall continue to be true and accurate throughout the term of this
Agreement.

<PAGE>

8.3          The  Issuer  and  the Target shall each indemnity and save harmless
the  Member,  and  each  director,  officer,  employee  or  agent  of the Member
(collectively,  the "Indemnified Parties"), from and against all losses, claims,
damages,  liabilities,  costs  or expenses caused or incurred by the Indemnified
Party,  arising  or resulting from any breach by the Issuer or the Target of any
of  the  terms  of  this  Agreement.

8.4          If  any  action or claim is brought against an Indemnified Party in
respect  of which indemnity may be sought from the Issuer or the Target pursuant
to  this Agreement, the Indemnified Party will promptly notify the Issuer or the
Target,  as  the  case  may  be,  in  writing.

8.5          The  Issuer  or  the  Target,  as  the case may be, will assume the
defence  of  the  action  or  claim, including the employment of counsel and the
payment  of  all  expenses.

8.6          The  Indemnified  Party  will  have  the  right  to employ separate
counsel, and the Issuer or the Target, as the case may be, will pay the fees and
expenses  of  such  counsel.

8.7          The indemnities provided for in this Section will not be limited or
otherwise affected by any other indemnity obtained by the Indemnified Party from
any  other person in respect of any matters specified in this Agreement and will
continue  in  full  force  and  effect  until  all  possible  liability  of  the
Indemnified  Party  arising  out  of this Agreement has been extinguished by the
operation  of  law.

8.8          If  indemnification  under  this  Agreement  is  found  in  a final
judgment  (not  subject  to further appeal) by a court of competent jurisdiction
not  to be available for reason of public policy, the Issuer, the Target and the
Indemnified  Parties will contribute to the losses, claims, damages, liabilities
or  expenses  (or  actions in respect thereof) for which such indemnification is
held  unavailable  in  such proportion as is appropriate to reflect the relative
benefits  to  and  fault  of the Issuer and the Target, on the one hand, and the
Indemnified Parties on the other hand, in connection with the matter giving rise
to  such losses, claims, damages, liabilities or expenses (or actions in respect
thereof).  No person found liable for a fraudulent misrepresentation (within the
meaning of applicable securities laws) will be entitled to contribution from any
person  who  is  not  found  liable  for  such  fraudulent  misrepresentation.

8.9          To  the  extent  that  any Indemnified Party is not a party to this
Agreement, the Member will obtain and hold the right and benefit of this section
in  trust  for  and  on  behalf  of  such  Indemnified  Party.

9.          RIGHT  OF  FIRST  REFUSAL

9.1          The  Issuer  will  notify  the  Member  of  the terms of any equity
financing  that  it  requires  or  proposes  to  obtain during, the term of this
Agreement,  and  the  Member will have the right of first refusal to provide any
such  financing.

9.2     The  right  of  first  refusal must be exercised by the Member within 15
days  following  the  receipt  of  the  notice  referred to in Subsection 9.1 by
notice),  the  Issuer that it will provide the financing on the terms set out in
the  notice.

<PAGE>

9.3          If  the Member falls to give notice within the time provided for in
Subsection  9.2 hereof, the Issuer shall then be free to make other arrangements
to  obtain  the  financing  from another source on the same terms or on terms no
less  favourable  to  the  Issuer.

9.4          The  Member's  right  of  first  refusal  will not terminate if, on
receipt  of  any  notice from the Issuer under this Section, the Member fails to
exercise  the  right.

9.5          The  right  of  first  refusal  granted  under  this  Section shall
terminate  one  year  from  the  Approval  Date.

10.          TERMINATION

10.1          The  Member  may  terminate this Agreement in any of the following
events:

(a)     if an adverse Material Change (actual, anticipated or threatened) in the
assets, liabilities (contingent or otherwise), business operations or capital of
the  Issuer  or  the  Target  should  occur;
(b)     if  any  order is made suspending trading in the Shares on the Exchange,
or  any  order  to cease or suspend trading in the Shares or other securities of
the Issuer or the Target is made pursuant to any of the Canadian Securities Acts
or  is  made  by any other regulatory authority and is not rescinded, revoked or
withdrawn  within  30  days  of  the  making  thereof,
(c)     if any enquiry or investigation (whether formal or informal) in relation
to the Issuer or the Issuer's or the Target's directors or senior management, is
commenced  or  threatened by an officer or official of any securities regulatory
authority  in  Canada  or  by  any  officer  or  official of any other competent
authority;
(d)     if the Issuer or the Target shall at any time be in breach of any of the
terms  of  this  Agreement;
(e)     if  the  Issuer  or  the  Target  determines  to take a course of action
referred  to  in  Subsections  6.4  or 6.5, to which the Member has notified the
Issuer  in  writing  it  objects;  and
(f)     if the Member determines that any representation or warranty made by the
Issuer  or  the  Target  in  this  Agreement  is  false  or  has  become  false.

10.2          Any termination by the Member hereunder shall be made by notice in
writing  to the Issuer and the Target.  Notwithstanding the giving of any notice
of  termination hereunder, the expenses and fees agreed to be paid by the Issuer
incurred up to the time of the giving of such notice shall be paid by the Issuer
as  herein  provided.

10.3          The  Issuer  and  the  Target  acknowledge  and agree that, if the
Member  terminates  this  Agreement, the member shall comply with all applicable
provisions  of  Policy  No. 4 relating to termination, including the filing of a
letter  explaining the termination with the Exchange.  In such event, the Member
may  disclose  to  the  Exchange  such  information concerning the Issuer or the
Target as the Member in its sole discretion considers to be necessary to fulfill
its obligations to the Exchange and the requirements of Policy No. 4, including,
information  which  the  Issuer  or  the Target has disclosed to the Member on a
privileged  or  confidential  basis.

<PAGE>

10.4          The  rights  of  the  Member  to  terminate  this Agreement are in
addition  to  such  other  remedies  as  it  may have in respect of any default,
misrepresentation,  act or failure of the Issuer or the Target in respect of any
of  the  matters  contemplated  by  this  Agreement.

10.5          The  Issuer or the Target may terminate this Agreement upon giving
10  days'  written  notice  to  the  Member.

11.          EXPENSES  OF  MEMBER

11.1          The Issuer will pay all of the expenses reasonably incurred by the
Member  in  connection  herewith,  including,  without  limitation, the fees and
expenses  of  any solicitors which might be retained by the Member in connection
herewith.

11.2          The  Member  may,  from  time  to  time,  render accounts for such
expenses  to  the  Issuer  for  payment  on  the dates set out in such accounts.

11.3          The  Issuer's  covenant to pay the Member's expenses shall survive
termination  of  this  Agreement.

12.          NOTICE

12.1          Any  notice under this Agreement will be given in writing and must
be  delivered,  sent  by  facsimile  transmission  or mailed by prepaid post and
addressed  to  the party to which notice is to be given at the address indicated
above,  or  at  another  address  designated  by  such  party  in  writing.

12.2          If  notice  is  sent by facsimile transmission or is delivered, it
will  be  deemed  to  have  been  given at the time of transmission or delivery.

12.3          If  notice  is  mailed, it will be deemed to have been received 48
hours  following  the,  date  of  mailing  of  the  notice.

12.4          If  there is an interruption in normal mail service due to strike,
labour  unrest  or  other  cause at or prior to or within 48 hours of the time a
notice  is  mailed, the notice will be sent by facsimile transmission or will be
delivered.

12.5          All  notices  to  the  Issuer  or  the Target shall be sent to the
attention  of  Thomas  Boychuk  and  Ted  Charlesworth  respectively.

13.          TIME
Time  is  of  the essence of this Agreement and will be calculated in accordance
with  the  provisions  of  the  Interpretation  Act  (British  Columbia).

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14.          LANGUAGE
Wherever  the  singular  or masculine expression is used in this Agreement, that
expression  is  deemed  to  include the plural, feminine or body corporate where
required  by  the  context.

15.          ENTIRE  AGREEMENT

This  Agreement constitutes the entire agreement between the parties hereto with
respect  to  the  subject  matter  hereof  and  cancels and supersedes any prior
understandings  and  agreements between the parties hereto with respect thereto.

16.          COUNTERPARTS

This  Agreement  may  be  executed  in two or more counterparts and delivered by
telecopier.  Each  executed counterpart will be deemed to be an original and all
of  them will constitute one agreement, effective as of the reference date given
above.

17.     HEADINGS

The  headings in this Agreement are for convenience of reference only and do not
affect  the  interpretation  of  this  Agreement.

18.          ENUREMENT

This  Agreement  enures to the benefit of and is binding upon the parties hereto
and  their  respective  administrators,  successors  and  assigns.

19.          LAW

This  Agreement  is  governed  by  the  law of British Columbia, and the parties
hereto  irrevocably  attorn  and  submit  to  the  jurisdiction of the courts of
British  Columbia  with  respect  to  any  dispute  related  to  this Agreement.

IN  WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the  day  and  year  first  above  written.

THE CORPORATE SEAL OF GLOBAL SECURITIES     )
CORPORATION was hereunto affixed            )
in the presence of:                         )
                                            )
                                            )
Authorized  Signatory                       )
                                            )
                                            )
Authorized  Signatory                       )     C/S

THE CORPORATE SEAL OF CARTA RESOURCES       )
LTD. was hereunto affixed                   )
in the presence of:                         )
                                            )
                                            )
Authorized  Signatory                       )
                                            )
                                            )
Authorized  Signatory                       )     C/S

THE CORPORATE SEAL OF QUOTES CANADA         )
FINANCIAL NETWORK LTD. was hereunto affixed )
in the presence of:                         )
                                            )
                                            )
Authorized  Signatory                       )
                                            )
                                            )
Authorized  Signatory                       )     C/S

<PAGE>

<TABLE>
<CAPTION>

   Schedule of Appendix 2: Share Ownership Reverse Takeovers (RTOs), Change of
    Business (COBs) or Qualifying Transactions (QTs) - Direct Share Issuances

Category #  Name  of  Person      Before RTO, COT or QT        After RTO, COB or QT
            (show share-
            holding from
            fully diluted
            issuances on     Number  $amount Percentage Price  Number  $amount Percentage Price
            separate       of shares  paid   of total   paid   of shares  paid   of total   paid
            schedule       acquired          shares     per    acquired          shares     per
                                                        share                              share
---------------------------------------------------------------------------------------------------

<C>  <S>                  <C>      <C>        <C>        <C>     <C>      <C>     <C>        <C>

  3    J.E. Charlesworth  162,823              4.36%              75,000  $11,025  3.72%      $0.15
  3    J.E. Charlesworth  199,600  $ 2,500.   65.35      $  0.01                   4.96%
     Total . . . . . . .  362,423              9.71%             437,423           8.68%

  3    Thomas Boychuk. .  409,823             10.99%              75,000  $11,025  8.62%      $0.15
  3    Thomas Boychuk. .  199,600  $  2,500    5.35%  $  0.01                      4.96%
     Total:. . . . . . .  609,423             16.34%             684,423          13.58%

  3    H. Leo King . . .   55,400              1.48%               Nil              .10%
  3    H. Leo King . . .  199,600  $ 2,500.    5.35%  $  0.01                      4.96%
     Total:. . . . . . .  255,000              6.83$             255,000           5.01%

  3    Glen Dickson. . .  Nil                                    500,000  $ 95,000 9.92%      $0.19
  3    Glen Dickson. . .  Nil                                     80,000  $ 12,000 1.59%      $0.15
     Total:. . . . . . .                                         580,000          11.51%

  3    Paul Dickson. . .  Nil                                    500,000  $ 95,000 9.92%       $.019
  3    Paul Dickson. . .  Nil                                     80,000  $ 12,000 1.59%       $0.15
     Total:. . . . . . .                                         580,000          11.51%
</TABLE>

<TABLE>
<CAPTION>

   Schedule of Appendix 2: Share Ownership Reverse Takeovers (RTOs), Change of
    Business (COBs) or Qualifying Transactions (QTs) - Fully Diluted Share Issuances
              (excluding direct issuances)

Category #  Name  of  Person      Before RTO, COT or QT        After RTO, COB or QT
            (show share-          o/s 4,086,142                o/s 9,432,284
            holding from
            fully diluted
            issuances on     Number  $amount Percentage Price  Number  $amount Percentage Price
            separate       of shares  paid   of total   paid   of shares  paid   of total   paid
            schedule       acquired          shares     per    acquired          shares     per
                                                        share                              share
---------------------------------------------------------------------------------------------------

<C>  <S>                  <C>      <C>        <C>        <C>     <C>      <C>     <C>        <C>

  3    J.E. Charlesworth  362,423              8.86%              75,000*                     $0.15
       J.E. Charlesworth                                          75,000**                    $0.30
3      Thomas  Boychuk    609,423             14.91%             150,000*                     $0.15
       Thomas  Boychuk                                            74,000**                    $0.30
3      H.  Leo  King      255,000              6.83%              60,000*                     $0.15
3     Paul  Dickson                                               80,000**                    $0.30
3     Glen  Dickson                                               80,000**                    $0.30

* Stock Options
** Share purchase warrants
</TABLE>