EMPLOYMENT AND CONFIDENTIALITY AGREEMENT

THIS  AGREEMENT  is  made  as  of  the  "1st"  day  of  "December",  1999.
BETWEEN:

CARTA  RESOURCES LTD., a company incorporated under the laws of British Columbia
and  having  its  registered  and  records office at 1488 - 1090 Georgia Street,
Vancouver,  B.C.  V6E  3V7

(the  "Company")
                                                               OF THE FIRST PART

AND:

PAUL  DICKSON,  of  1004  -  1122  Gilford  Avenue,  Vancouver,  B.C.  V6B  1N2

("Dickson")

                                                              OF THE SECOND PART

WHEREAS:

          The  Company  wishes  to  engage  Dickson  to  provide  services as an
employee  of  the  Company  as  further  set  out  herein-,

NOW  THEREFORE  this  Agreement  witnesses  that  in consideration of the mutual
premises  herein  contained,  the  receipt  and  sufficiency  of which is hereby
acknowledged  by  the  parties,  the  parties  hereto  agree  as  follows:

1.          Interpretation  For  purposes  of this Agreement, "employment" means
the  provision  of  services  to  the  Company  as  a consultant and independent
contractor.  This Agreement applies in respect of all services provided or to be
provided  by  Dickson to the Company or any of its affiliates from time to time.

2.          Employment  The  Company  hereby employs Dickson as a consultant and
independent  contractor  and  Dickson  hereby  undertakes such employment by the
Company  upon  and  subject  to  the  terms  and  conditions  of this Agreement.

3.          Termination  The  Company may, after two years from the date of this
Agreement,  terminate  Dickson's employment hereunder at any time for any reason
on one-month's written notice to Dickson, and may terminate Dickson's employment
hereunder  at  any  time  by  written  notice  for  just  cause.

4.          Specific Duties Dickson will perform all technical duties for and on
behalf  of Quotes Canada Financial Network Ltd., a subsidiary of Carta Resources
Ltd.

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5.          Remuneration  In  consideration  for  the services to be provided by
Dickson  hereunder,  the  Company  will,  subject to any applicable policies and
approvals  of  the Vancouver Stock Exchange, pay Dickson $2,500 per month during
the  teri-n  of  his employment, such employment commencing the beginning of the
month  following  the date that regulatory approval to the Company's acquisition
of  Quotes  Canada  Financial Network Ltd. is received.  Neither the Company nor
any  affiliate  of  the  Company  will  be  obliged  to  pay  Dickson  any other
remuneration  or compensation for his services to be provided hereunder and will
not  be  responsible  for providing Dickson with any employee benefits or costs.
The parties agree that bonuses may be paid to Dickson from time to time upon the
successful  performance  of  Quotes  Canada  Financial  Network  Ltd.

6.          Reimbursement  Upon presentation of detailed and reasonable invoices
in format and on a timely basis as required from time to time by the Company and
on  such  further  terms  as  communicated from time to time by the Company, the
Company  will reimburse Dickson for all reasonable out-of-pocket expenses as may
be  incurred  by  him in connection with his services under this Agreement, such
reimbursement  to  include  but  not  be  restricted  to  travel,  long distance
telephone  and  fax  charges  and  required  entertainment.

7.          Confidential  Information  In  this  Agreement,  "Confidential
Information"  means any information (including, without limitation, any formula,
pattern,  device,  plan,  process,  or  compilation  of  information)  which

(a)     is,  or  is designed to be, or is capable of being, used in the business
of  the Company including financial or tax-related information, or which results
from  the  research  or  development  activities  of  the  Company,  and

(b)     is  private  or confidential in that either it is not generally known or
available  to  the public or is identified by the Company by notation thereon or
other  sufficient  means  to  be  Confidential  Information  or  was  otherwise
understood  or  should  reasonably  have  been  taken  to  be  confidential,
including,  without  limiting  the  generality  of  the  foregoing,

(c)     all  proprietary  information licenced to or acquired, used or developed
by  the  Company  including  but  not  restricted  to  information in respect of
concepts,  designs, know-how, formulas, processes, research data and proprietary
rights  in  the  nature  of  trade  secrets, copyrights, patents, trademarks and
industrial  designs,  and

(d)     all information relating to the Corporation's business, and to all other
aspects  of  the  Corporations'  structure, personnel, and operations, including
financial  or tax information, marketing, advertising and commercial strategies,
customer and supplier lists, agreements and contractual records, correspondence,
and  any  other  information, records, files, drawings, tapes, documents, tools,
and  data  that  may  not  be  generally  known.

8.          Use  of Confidential Information Dickson will not, without the prior
written consent of the Company, either during the term of his employment (except
in  the  course  of  his  employment)  or  thereafter:

<PAGE>

(a)     use  any Confidential Information, other than as is necessary to perform
Dickson's services hereunder, or disclose any Confidential Information or remove
or  aid  in  the  removal  of  Confidential  Information  or any communications,
property or material which relates thereto from the premises of the Company; and

(b)     permit, and will take all reasonable precautions necessary or prudent to
prevent,  communications,  property  or  material  containing  or  referring  to
Confidential  Information  from being disclosed to or discovered, used or copied
by  any  third  party-,
whether  such  communication,  property  or material containing, referring to or
relating to Confidential Information was received by Dickson after or before the
date  of  this  Agreement.

9.          Property  of  the  Company  All  right, title and interest in and to
Confidential  Information  is  and will remain the Corporation's, and all right,
title  and  interest in and to inventions, improvements or tangible discoveries,
patentable  or  not ("Inventions"), relating to or useful in the business of the
Company  or  which,  in  the  opinion  of the Company, may become the subject of
experimentation,  investigation,  research,  development, manufacture or sale by
the  Company, is and will be the sole and exclusive property of the Company, and
Dickson  hereby  transfers,  assigns and quit-claims any right to or interest in
all such Inventions and Confidential Information, howsoever or whenever acquired
by  Dickson,  to  and in favour of the Company and their successors and assigns.

10.          Idem Dickson and Dickson's personal representatives will at any and
all  times  hereafter,  whenever  requested  to  do so by the Company and at the
expense of the Company, and whether or not then in the employ of the Company, do
all  such acts and things, execute and deliver all such documents, applications,
assignments  and other writings and participate in all such proceedings, whether
litigious or otherwise, as are properly and reasonably required to vest fully in
the  Company  or  its  successors  or  assigns  title to all such Inventions and
Confidential  Information and to enable the Company or its successors or assigns
to  apply  for,  obtain, maintain and enforce, in Canada and in all or any other
countries,  patents  relating  to  such  Inventions  or  any  portion  thereof

11.          Deliveries on Termination Immediately upon termination of Dickson's
employment  with the Company, or at any previous time when so requested, Dickson
will  deliver  to  the  Company  all records, files, drawings, tapes, equipment,
materials and other documents of whatever kind and any copies thereof (including
personal  notes  or  memoranda)  which  contain  or  in  any  way  relate to any
Confidential  Information or Inventions and which are in Dickson's possession or
control.

12.          Non-Competition  As  and  from  the  commencement date of Dickson's
employment  with  the  Company  Dickson  will  not,  directly  or  indirectly:

(a)     advise  any  person  not  to  do  business  with  the  Company,

(b)     solicit  customers  of  the  Company,  or

(c)     induce  or  attempt to persuade any person to terminate an employment or
consulting  relationship  with  the  Company.

<PAGE>

13.          Equitable Remedies Dickson acknowledges and agrees that a breach by
Dickson  of  any of the obligations under this Agreement would result in damages
to  the  Company that could not be adequately compensated for by monetary award.
Accordingly,  in  the  event  of  any such breach by Dickson, in addition to all
other remedies available to the Company at law or in equity, the Company will be
entitled  as a matter of right to apply to a court of competent jurisdiction for
such relief by way of restraining order, injunction, decree or otherwise, as may
be  appropriate  to  ensure  compliance  with  the provisions of this Agreement.

14.          No  Conflicting  Obligations  Dickson  has  no  agreements  with or
obligations  to  others with respect to the matters covered by this Agreement or
concerning  the Confidential Information or Inventions that are in conflict with
anything  in  this  Agreement.

15.          Further Assurances Each party will execute and deliver such further
agreements, deeds, instruments and documents and do such further acts and things
as  the  other  party may reasonably request to evidence, carry out or give full
force  and  effect  to  the  intent  of  this  Agreement.

16.          Severability  Each  provision of this Agreement is declared to be a
separate and distinct provision and to be severable from all other such separate
and  distinct  provisions.  If  any provision herein is determined to be void or
unenforceable in whole or in part, it will not be deemed to affect or impair the
enforceability  of validity of any other provision of this Agreement or any part
thereof

17.          Binding  Agreement  Dickson  agrees  that  this  Agreement  will be
binding  upon  his  successors,  heirs  and  administrators.

18.          Assignability  This  Agreement  and  all  benefits hereunder may be
assigned  by  the  Company.

19.          Governing  Law  This  Agreement  will  be construed and enforced in
accordance  with  the laws of British Columbia and the laws of Canada applicable
thereto.

IN  WITNESS  WHEREOF  the parties have executed this Agreement as of the day and
year  first  above  written.

CARTA  RESOURCES  LTD.

Per:
     Authorized  Signatory

<PAGE>

Signed, Sealed and Delivered
by Paul Dickson in the presence of:     )
                                        )
                                        )
Witness (Signature)                     )
                                        )
                                        )
Name (please print)                     )
                                        )
                                        )
Address                                 )
                                        )
                                        )
City, Province                          )     /s/ PAUL DICKSON