THIS AGREEMENT is made and entered into as of this "29" day of April 1999 by and

Between:     Peter  Ledwidge
Box  627
Dawson  City,  Yukon
V0B  1G0
Radio  Phone  JS  35960

(Hereinafter  called  "Ledwidge")

And:     Carta  Resources  Ltd.

1075  Duchess  Ave.
West  Vancouver,  BC  V7T  1G8
Telephone:     (604)  922-9264
Fax:          (604)  922-9182

(Hereinafter  called  "Carta")

WHEREAS:

A.     Ledwidge  owns  a  100%  beneficial  interest  in  certain mineral claims
located  in  the Dawson Mining District near the 60 Mile River in the Yukon (the
"Property")  as  outlined  in  the  attached  Schedule  "A".

B.     Ledwidge is prepared to sell Carta 100% interest in the Property pursuant
to  the  terms  and  conditions  of  this  Agreement.

Article  1.0  -  WARRANTIES  OF  LEDWIDGE

1.1     Ledwidge  warrants  that he is the sole owner of all mineral interest in
the  Property  subject to the right of the Crown, and has not and will not enter
into  any  other  agreement  to  sell, lease, option or otherwise dispose of any
interest  in  the  mineral claims making up the Property, and to the best of his
knowledge  the  said mineral claims are free and clear of all liens, charges and
encumbrances  whatsoever.

1.2     To  the  best  of Ledwidge's knowledge the mineral claims comprising the
Property  have been properly located and recorded pursuant to the Mineral Tenure
Act  of the Yukon and are in good standing until the dates set forth in Schedule

"A".

Article  2.0  -  WARRANTIES  OF  CARTA

2.1     Carta  has  full  right  and  corporate  authority  to  enter  into this
Agreement.

2.2     Carta  warrants  that  it  fully understands the terms and conditions of
this  Agreement.

<PAGE>

Article  3.0  -     SALE  BY  LEDWIDGE  TO  CARTA  OF  100%  INTEREST IN MINERAL
                   CLAIMS  OUTLINED  IN  THE  ATTACHED  SCHEDULE  "A".

3.1     Ledwidge  grants Carta the exclusive right to acquire a 100% interest in
the  Property and all rights appurtenant therto by making the following payments
and  exploration  expenditures.

(a)     Payment  to  Ledwidge  a total of Fifty Five Thousand Dollars ($55,000),
such  sum  shall  be  paid  as  follows:

(1)     $5,000  is  due  and  payable  on  the  signing  of  this  Agreement.

(2)     $10,000  is  due  and  payable  on  or  before  May  1,  2000

(3)     $10,000  is  due  and  payable  on  or  before  May  1,  2001

(4)     $10,000  is  due  and  payable  on  or  before  May  1,  2002

(5)     $20,000  is  due  and  payable  on  or  before  May  1,  2003.

(b)     Carta  must  incur  Exploration  Expenditures by May 1, 2003 of not less
than  $300,000  on  the  Property and any claims that Carta may stake in an area
within  three  kilometers  of  the  Property.

(c)     Signing  Consideration

Upon  signing  of  this Agreement, Carta shall within ten days after approval by
the  Vancouver  Stock Exchange provide Ledwidge with a share certificate for ten
thousand  (10,000)  common shares of Carta Resources Ltd. payable to Ledwidge in
consideration  for  signing  this  Agreement.

3.2     Carta  acknowledges  that  on commencement of Commercial Production, the
Property  will  be  subject  to  a  Net  Smelter Return ("NSR") of 1% payable to
Ledwidge  per  Schedule  "B".

3.3     Ledwidge  agrees  that  any claims that he stakes or caused to be staked
within three kilometers of the Property shall be offered, at cost, on a right of
first  refusal  basis  to  Carta.

3.4     Carta  agrees  that  any  claims  that  they stake or cause to be staked
within  three kilometers of the Property will be subject to a Net Smelter Return
("NSR")  of  1%  the  same  as  the  Property.

Article  4.0  -  POWERS,  DUTIES  AND  OBLIGATIONS  OF  CARTA.

4.1     Carta  shall  have  full  right,  power  and  authority to do everything
necessary  or  desirable to carry out an exploration program on the Property and
to  determine  the  manner  of  exploration  and  development  of  the Property.

<PAGE>

4.2     Carta  shall  have  the  duties  and  obligations  to:

(a)     keep  the  Property free and clear of all liens and encumbrances arising
from its operation hereunder (except liens contested in good faith by Carta) and
in  good  standing  by  doing  and  filing,  or  payment  in lieu therof, of all
necessary  assessment  work and all other payments required to be made which may
be  necessary  in  that  regard.

(b)     file,  for assessment credit all work done on the Property or any claims
that  Carta  may stake in an area within three kilometers of the Property, up to
and  including  the  $300,000  described  in  3.1(b)  of  this  Agreement.

(c)     give  written  notice to Ledwidge at least ninety (90) days prior to the
Expiry  Date  of  the  Property  if  Carta  wishes  to  abandon  the  Property.

IN  WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT to be executed as of
the  day  and  year  first  above  written:

Peter  Ledwidge

Witnessed  by:


Date

Carta  Resources  Ltd.

Witnessed  by:


Date

<PAGE>

                                  Schedule "A"

Mineral  claims located in the 60 Mile area of the Dawson Mining District in the
Yukon.

Claims  Names  and  Numbers     Expiry  Dates

MUG     1  -  8     YCO  7351  -  YCO  7358     June  29,  1999
Om     1  -  12     YCO  7359  -  YCO  7370     June  29,  1999

A  total  of  20  mineral  claims.

<PAGE>
                                  Schedule "B"

NET  SMELTER  RETURNS

1.     For  the  purpose of this Agreement, "Net Smelter Returns" shall mean the
actual  proceeds  received  by  Carta  from  a smelter or other place of sale or
treatment  with  respect  to  all  ore  removed  by  Carta  from the Property as
evidenced  by  its  returns  or  settlement sheets after deducting from the said
proceeds  all  freight  or other transportation costs from the shipping point to
the  smelter  or  other  place  of  sale  or  treatment.

2.     Net  Smelter  Returns due and payable to Ledwidge hereunder shall be paid
within  thirty  (30)  days  after  receipt of the said actual proceeds by Carta.

3.     Within ninety (90) days after the end of each fiscal year of Carta during
which  the  Property  was  in commercial production, the records relating to the
calculation  of  Net Smelter Returns during the fiscal year shall be audited and
any  adjustments  shall  be  made  forthwith.  The  audited  statements shall be
delivered  to  Ledwidge  who  shall  have  sixty (60) days after receipt of such
statements to question in writing their accuracy and, failing such question, the
statements  shall  be  deemed  correct.