ESCROW AGREEMENT

          THIS AGREEMENT is dated for reference as of the 11th day of July, 1996
and  made

AMONG:

MONTREAL  TRUST  COMPANY  OF CANADA, of 510 Burrard Street, Vancouver, B.C., V6C
3B9

(the  "Escrow  Agent")

AND:

CARTA  RESOURCES  LTD.,  a  British  Columbia company, having its registered and
records  office  at  Suite  1700,  1185  West Georgia Street, Vancouver, British
Columbia,  V6E  4E6;

(the  "Issuer")

AND:

EACH  SHAREHOLDER,  as  defined  in  this  Agreement;

(collectively,  the  "Parties").

WHEREAS:

A.          The  Shareholder  has  acquired or is about to acquire shares of the
Issuer;

B.          The Escrow Agent has agreed to act as escrow agent in respect of the
shares  upon  the  acquisition     of  the  shares  by  the  Shareholder;

          NOW  THEREFORE  in  consideration  of  the covenants contained in this
agreement and other good and valuable consideration (the receipt and sufficiency
of  which  is  acknowledged),  the  Parties  agree  as  follows:

1.          INTERPRETATION

1.1          In  this  agreement:

(a)     "Acknowledgement" means the acknowledgement and agreement to be bound in
the  form  attached  as  Schedule  "A"  to  this  agreement;

(b)     "Act"  means  the  Securities  Act,  S.B.C.  1985,  c.  83;

(c)     "Exchange"  means  the  Vancouver  Stock  Exchange;

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(d)     "Local  Policy  Statement 3-07" means the Local Policy Statement 3-07 of
the  Executive Director in effect as of the date of reference of this agreement;

(e)     "Shareholder"  means  a holder of shares of the Issuer who executes this
agreement  or  an  Acknowledgement;

(f)     "Shares"  means  the shares of the Shareholder described in Schedule "B"
to  this  agreement,  as amended from time to time in accordance with section 9;
and

(g)     "Executive  Director"  means  the Executive Director appointed under the
Act.

2.          PLACEMENT  OF  SHARES  IN  ESCROW

2.1          The  Shareholder  places the Shares in escrow with the Escrow Agent
and  shall  deliver the certificates representing the Shares to the Escrow Agent
as  soon  as  practicable.

3.          VOTING  OF  SHARES  IN  ESCROW

3.1          Except  as provided by section 4.1(a), the Shareholder may exercise
all  voting  rights  attached  to  the  Shares.

4.          WAIVER  OF  SHAREHOLDER'S  RIGHTS

4.1          The  Shareholder  waives  the  rights  attached  to  the  Shares

(a)     to  vote  the  Shares  on  a  resolution  to  cancel  any of the Shares,

(b)     to  receive  dividends,  and

(c)     to  participate in the assets and property of the Issuer on a winding up
or  dissolution  of  the  Issuer.

5.          ABSTENTION  FROM  VOTING  AS  A  DIRECTOR

5.1          A  Shareholder  that  is  or becomes a director of the Issuer shall
abstain  from  voting  on  a  directors' resolution to cancel any of the Shares.

6.          TRANSFER  WITHIN  ESCROW

6.1          The  Shareholder  shall  not  transfer  any of the Shares except in
accordance  with  Local  Policy  Statement  3-07  and  with  the  consent of the
Executive  Director  or  the  Exchange.

6.2          The  Escrow  Agent shall not effect a transfer of the Shares within
escrow  unless  the  Escrow  Agent  has  received

(a)     a  copy  of an Acknowledgement executed by the person to whom the Shares
are  to  be  transferred,  and

(b)     a  letter  from the Executive Director or the Exchange consenting to the
transfer.

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6.3          Upon  the  death  or  bankruptcy of a Shareholder, the Escrow Agent
shall  hold  the Shares subject to this agreement for the person that is legally
entitled  to  become  the  registered  owner  of  the  Shares.

6.4          It  is  understood and acknowledged that the transfer of any of the
Shares  within  escrow  may  only  be effected with the consent of the Executive
Director  or  Exchange  and  may  only  be  made  to persons who fall within the
definition  of "principal" contained in Section 4.1 of Local Policy #3-07 of the
Executive  Director or other persons acceptable to the Executive Director or the
Exchange.  The  parties  agree  that a Shareholder who ceases to be a principal,
dies  or  becomes bankrupt shall retain any performance shares then held by such
Shareholder  and is not obligated to transfer or surrender to the Company or any
other  person  for  cancellation,  consideration  or  otherwise, the performance
shares  held  by  such  Shareholder.

7.          RELEASE  FROM  ESCROW

7.1          The  Shareholder irrevocably directs the Escrow Agent to retain the
Shares  until  the Shares are released from escrow pursuant to subsection 7.2 or
surrendered  for  cancellation  pursuant  to  section  8.

7.2          The  Escrow  Agent  shall not release the Shares from escrow unless
the  Escrow  Agent  has  received  a  letter  from the Executive Director or the
Exchange  consenting  to  the  release.

7.3          The approval of the Executive Director or the Exchange to a release
from  escrow of any of the Shares shall terminate this agreement only in respect
of  the  Shares  so  released.

8.          SURRENDER  FOR  CANCELLATION

8.1          The Shareholder shall surrender the Shares for cancellation and the
Escrow  Agent  shall  deliver  the  certificates  representing the Shares to the
Issuer

(a)     at  the  time  of a major reorganization of the Issuer, if required as a
condition  of the consent to the reorganization by the Executive Director or the
Exchange;

(b)     where  the  Issuer's  shares  have  been  subject to a cease trade order
issued  under  the  Act  for  a  period  of  2  consecutive  years;  and

(c)     any  shares  not  released  from  the  escrow  hereby created before the
expiration  of  five years from the date the Exchange accepts this agreement for
filing  shall  be  surrendered by the shareholder for cancellation forthwith and
the Company and the Escrow Agent hereby agree to take all such actions as may be
necessary  to  expeditiously  effect  such  cancellation.

9.          AMENDMENT  OF  AGREEMENT

9.1          Subject  to subsection 9.2, this agreement may be amended only by a
written  agreement  among  the  Parties  and  with  the  written  consent of the
Executive  Director  or  the  Exchange.

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9.2          Schedule  "B"  to  this  agreement  shall  be  amended  upon

(a)     a  transfer  of  Shares  pursuant  to  section  6,

(b)     a  release  of  Shares  from  escrow  pursuant  to  section  7,  or

(c)     a  surrender  of  Shares  for  cancellation  pursuant  to  section  8,
and  the  Escrow  Agent  shall  note  the  amendment  on the Schedule 'B" in its
possession.

10.          INDEMNIFICATION  OF  ESCROW  AGENT

10.1          The  Issuer  and the Shareholders, jointly and severally, release,
indemnify  and  save  harmless the Escrow Agent from all costs, charges, claims,
demands,  damages,  losses  and  expenses  resulting  from  the  Escrow  Agent's
compliance  in  good  faith  with  this  agreement.

11.          RESIGNATION  OF  ESCROW  AGENT

11.1          If the Escrow Agent wishes to resign as escrow agent in respect of
the  Shares,  the  Escrow  Agent  shall  give  notice  to  the  Issuer.

11.2          If the Issuer wishes the Escrow Agent to resign as escrow agent in
respect  of  the  Shares,  the  Issuer  shall  give  notice to the Escrow Agent.

11.3          A  notice  referred  to  in  subsection  11.1  or 11.2 shall be in
writing  and  delivered  to:

(a)     the  Issuer  at Carta Resources Ltd, c/o Page Fraser & Associates, Suite
1100,  1185 West Georgia Street, Vancouver, B.C., V6E 4E6, Attention: L.J. Hogg:
or

(b)     the  Escrow  Agent  at  Montreal  Trust  Company  of Canada, 510 Burrard
Street,  Vancouver,  B.C.,  V6C  3B9

and  the  notice  shall be deemed to have been received on the date of delivery.
The  Issuer  or  the  Escrow  Agent  may change its address for notice by giving
notice  to  the  other  party  in  accordance  with  this  subsection.

11.4          A  copy  of  a notice referred to in subsection 11.1 or 11.2 shall
concurrently  be  delivered  to  the  Executive  Director  or  the  Exchange.

11.5          The  resignation  of  the  Escrow Agent shall be effective and the
Escrow  Agent  shall cease to be bound by this agreement on the date that is 180
days  after  the date of receipt of the notice referred to in subsection 11.1 or
11.2  or  on  such  other date as the Escrow Agent and the Issuer may agree upon
(the  "resignation  date").

11.6          The Issuer shall, before the resignation date and with the written
consent  of the Executive Director or the Exchange, appoint another escrow agent
and  that  appointment  shall  be  binding  on  the Issuer and the Shareholders.

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12.          FURTHER  ASSURANCES

12.1          The  Parties  shall  execute and deliver any documents and perform
any  acts  necessary  to  carry  out  the  intent  of  this  agreement.

13.          TIME

13.          Time  is  of  the  essence  of  this  agreement.

14.          GOVERNING  LAWS

14.1          This  agreement shall be construed in accordance with and governed
by  the  laws  of  British Columbia and the laws of Canada applicable in British
Columbia.

15.          COUNTERPARTS

15.1          This  agreement  may be executed in two or more counterparts, each
of which shall be deemed to be an original and all of which shall constitute one
agreement.

16.          LANGUAGE

16.1          Wherever  a  singular  expression  is used in this agreement, that
expression  is deemed to include the plural or the body corporate where required
by  the  context.

17.          ENUREMENT

17.1          This  agreement  enures  to  the  benefit of and is binding on the
Parties  and  their  heirs,  executors, administrators, successors and permitted
assigns.

          The  Parties have executed and delivered this agreement as of the date
of  reference  of  this  agreement.

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THE  CORPORATE  SEAL OF          )
MONTREAL TRUST COMPANY OF        )
CANADA 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


SIGNED, SEALED AND DELIVERED     )
by JOHN E. CHARLESWORTH in       )
the  presence  of:               )
                                 )
-------------------------------  )
Signature                        )
                                 )
-------------------------------  )
Address                          )
                                 )
-------------------------------  )
Occupation                       )

SIGNED, SEALED AND DELIVERED     )
by THOMAS J. BOYCHUK    in       )
the  presence  of:               )
                                 )
-------------------------------  )
Signature                        )
                                 )
-------------------------------  )
Address                          )
                                 )
-------------------------------  )
Occupation                       )

SIGNED, SEALED AND DELIVERED     )
by H. LEO KING          in       )
the  presence  of:               )
                                 )
-------------------------------  )
Signature                        )
                                 )
-------------------------------  )
Address                          )
                                 )
-------------------------------  )
Occupation                       )

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                        SCHEDULE "A" TO ESCROW AGREEMENT


                                           NAME AND ADDRESS     NUMBER OF SHARES
                                               OF SHAREHOLDER     HELD IN ESCROW
                                                JOHN E. CHARLESWORTH     250,000
                                                   THOMAS J. BOYCHUK     250,000
                                                         H. LEO KING     250,000
                                                              TOTAL:     750,000