PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT - UNITS

THIS  AGREEMENT,  dated  for  reference  September  23,  1999,  is  made

BETWEEN:

CARTA  RESOURCES  LTD., of 1075 Duchess Avenue, West Vancouver, British Columbia
V7T  1G8

(the  "Issuer")

REFIMA  AG,  of  Muhlenplatx  1,  CH-6002,  Luzern,  Switzerland
(the  "Subscriber")

1.     SUBSCRIPTION

1.1     The  Subscriber,  as principal, irrevocably subscribes for and agrees to
purchase  1,270,000  units  (the  "Units") of the Issuer at a price of $0.38 per
Unit,  for  an  aggregate  purchase  price  of  $482,600.

1.2     This is a subscription only and will not become an agreement between the
Issuer  and  the.
Subscriber  until  accepted  by  the  Issuer by signing this subscription in the
space below.  A reference to "this Agreement" in this subscription refers to the
agreement  formed  on  acceptance  by  the  Issuer.

1.3     The  Subscriber  waives  the  necessity  for  the  Issuer to communicate
acceptance  of  this  subscription,  and  acknowledges  that this Agreement will
become  binding  on  acceptance  by  the  Issuer.

1.4     Each  Unit will consist of one common share in the capital of the Issuer
(the  "Shares")  and  one-half of a non-transferable share purchase warrant (the
"Warrants").

2.     THE  WARRANTS

2.1     One  whole  Warrant  will  entitle the Subscriber to purchase one common
share  of the Issuer at a price of $0.48 per share if exercised during the first
year  or  at  a  price  of  $0.58 per share if exercised during the second year,
exercisable  on  or  before  two  years  from  the  date  of  this  Agreement

2.2     The  terms  and conditions which govern the Warrants will be referred to
on  the  certificates  representing  the  Warrants and will contain, among other
things,  anti-dilution  provisions and provisions for the appropriate adjustment
in  the  class,  number  and price for the Warrant Shares upon the occurrence of
certain  events  including any subdivision, consolidation or reclassification of
the  shares  or  payments  of stock dividends or the amalgamation of the Issuer.

2.3     The  issue  of the Warrants will not restrict or prevent the Issuer from
obtaining  any  other  financing or from issuing additional securities or rights
during  the  period  within  which  the  Warrants  are  exercisable.

2.4     In  this  Agreement,  the  term "the Securities" means any or all of the
Shares,  the Warrants and the shares of the Issuer issued on the exercise of the
Warrants  (the  "Warrant  Shares").

3.     PAYMENT  AND  USE  OF  FUNDS

3.1     The  Subscriber  will,  on  execution  of  this  Agreement,  deliver the
subscription  price  to the Issuer directly at the address referred to above, by
delivery  of  a  certified  cheque,  bank  draft, wire transfer or other form of
immediately  available  funds.

3.2     Upon  receipt  of  the  subscription  price  by  the  Issuer,  and  upon
acceptance by the Issuer of this subscription the Issuer will use its reasonable
efforts  to  obtain  the acceptance of the Exchange to the issue and sale of the
Units  to  the  Subscriber.

3.3     If  this  private  placement  is not accepted by the Exchange within the
time  set  out  below,  the  Issuer  will  repay  the  subscription price to the
Subscriber  on  demand,  without  interest.

4.     CLOSING

4.1     Upon  receipt  of  the  approval  of  the  Exchange  and  payment of the
subscription  price,  the  Issuer  will  issue  and  deliver  the Shares and the
Warrants  to  the  Subscriber  in  the  names  and  denominations set out below.

4.2     If  the  approval  of  the  Exchange to this transaction is not obtained
within  90  days  of  the  date  of  this  Agreement,, either party may elect to
terminate  this  Agreement  by giving written notice of termination to the other
party

5.1     REPRESENTATIONS  AND  WARRANTIES

     The  Subscriber  represents  and  warrants  to  the  Issuer  that:

(a)     the  Securities  are  not  being  purchased  as a result of any material
information  about  the  Issuer's affairs which has not been publicly disclosed;

(b)     except  to  the  extent qualified below the Subscriber is purchasing the
Units  as principal on his or her own behalf and no other person has a direct or
indirect  interest,  present  or  future  in  the  Securities;

(c)     the  Subscriber  qualifies  to  purchase  the  Units  under  one  of the
following  categories:

          (i)     portfolio  manager;

(i)     the  Subscriber  is  purchasing  the  Units  as principal, or is a trust
company,  an  insurer  or  a  portfolio  manager who is purchasing the Units for
accounts  that  are  fully  managed  by  the  Subscriber,  and the Subscriber is
purchasing  Units having an aggregate acquisition cost of not less than $97,000;
or
(ii)     the Subscriber is an employee, senior officer or director of the Issuer
or  of an affiliate of the Issuer and has not been induced to purchase the Units
by  expectation  of  employment  or  continued  employment;  or

(iii)     the  Subscriber  is  a spouse, parent, brother, sister, child or close
personal friend of a senior officer or director of the Issuer or of an affiliate
of  the  Issuer;  or

(iv)     the  Subscriber-  is  a company, all the voting securities of which are
owned by one or more of the classes of persons referred to in subparagraphs (ii)
or  (iii)  above;

(d)     no person has made any written or oral representation to the Subscriber:

(i)     that  any  person  will  resell  or  repurchase  the  Securities;

(ii)     that any person will refund the purchase price of the Securities, other
than  as  provided  in  this  Agreement;

(iii)     relating  to  the  future  price  or  value  of  the  Securities;  or

(iv)     that  the  Securities  will be listed and posted for trading on a stock
exchange  or  that application has been made to list and post the Securities for
trading  on  a  stock  exchange,  other  than  the  Exchange;

(e)     the  representations,  warranties  and  statements  of  fact made by the
Subscriber  in  the  Securities  Act  (British  Columbia)  Form  20A in the form
accompanying  this  subscription  are  true;

(f)     the  Subscriber  is  ordinarily  -resident at the address Jet out on the
first  page  of  this  Subscription;

(g)     the Subscriber will promptly notify the Issuer of any material change in
any  representation  or warranty of the Subscriber in this Agreement between the
time  this  Agreement is made and the completion of the purchase and sale of the
Units;  and

(h)     the  Subscriber has the legal capacity and competence to enter this into
Agreement  and  to purchase the Units, the Subscriber has obtained all necessary
authority  or consents required to make this subscription and, if the Subscriber
is  not  an  individual,  the  person  signing  this  subscription has been duty
authorized  to  sign  the  subscription  on  behalf  of  the  Subscriber,

5.2     Acknowledgments

     The  Subscriber  acknowledges  that:

(a)     pursuant  to  the  laws  of  British  Columbia,  the  Subscriber will be
required to hold the Shares, and any shares acquired through the exercise of the
Warrants,  for  a  period  of  12  months  from the date this Agreement has been
executed  by  the  Issuer  and  the  Subscriber  has  irrevocably  committed the
subscription  funds  to acquire the Units, except as permitted by the Securities
Act  (British Columbia) and the Securities Rules (British Columbia) and that the
certificates  representing  the  Shares  and the Warrants, and any shares of the
Issuer  acquired  upon  exercise  of the Warrants, will contain a legend to that
effect;

(b)     resale  of  the  Shares  and any shares acquired through exercise of the
Warrants  will  be  restricted  beyond  the time set out in paragraph 5.2(a) if:

(i)     the  Subscriber,  is  an insider of the Issuer, other than a director or
officer,  and  has  not filed all records required to be filed under sections 87
(insider  reports)  and 90 (Form 4B personal information form) of the Securities
Act  (British  Columbia);  or

(ii)     the Subscriber is a director or officer of the Issuer and has not filed
all  records required to be filed under sections 87 and 90 of the Securities Act
(British  Columbia) or the Issuer has not filed all records required to be filed
under  Part  12 (continuous disclosure) of the Securities Act (British Columbia)
and  the  Securities  Rules  (British  Columbia);  or

(iii)     the  Subscriber  is,  or subsequently becomes, a control person within
the  meaning  of  the  Securities  Act  (British  Columbia);  or

(iv)     an  unusual effort is made to prepare the market or create a demand for
the  securities;  or

(v)     an  extraordinary  commission or consideration is paid in respect of the
trade;  or

(vi)     required  by  the  laws  of  the  jurisdiction  in which the Subscriber
resides;

(c)     the Subscriber has obtained all the necessary information concerning the
Issuer  that he requires and that he does not require any additional information
about  the  Issuer,  its  shares  or  the  proposed  private  placement;

(d)     an  investment  in the Securities is highly speculative and could result
in  a  total  loss  of  his investment and that he has a net worth sufficient to
permit  him  to  afford  a.  total  loss of his investment without substantially
affecting  his  present  business  affairs;

(e)     the  Warrants  are  non-transferable;

(f)     this  subscription  for  Units  is  irrevocable;

(g)     the  Issuer  will  rely  on  the  representations  and warranties of the
Subscriber  in  completing  the  sale  of  the  Units  to  the  Subscriber;

(h)     the Issuer has not provided the Subscriber with investment, legal or tax
advice  or  acted  as  an  adviser  with  respect  to  this subscription and the
Subscriber  is  relying  solely on his or her own professional advisers, if any,
for  any  necessary  advice;

(i)     the  Subscriber  has  had  an  opportunity  to ask questions and receive
answers  concerning  the  Issuer and its proposed business. and that any request
for  such  information  has been complied with to the Subscriber's satisfaction;

(j)     the  Shares and any shares acquired through the exercise of the Warrants
have  not  and  will not be registered under the United States Securities Act of
1933  or  the  securities  laws  of  any state and may not be offered or sold or
re-offered  or resold, directly or indirectly, in the United States or to or for
the  account  or  benefit of a U.S. Person without registration under the United
States  Securities  Act of 1993 and the securities laws of all applicable states
unless  an  exemption  from  registration  is  available;  and

(k)     neither  the  Shares  or any shares acquired through the exercise of the
Warrants  may  be  transferred  to or exercised in the United States or by or on
behalf  of  a  U.S. Person, unless such Shares and Warrant Shares are registered
under  the  United States Securities Act of 1933 and applicable state securities
laws  or  unless  an  exemption  from  such  registration  is  available;

(l)     a  finder's fee is payable in cash by the Issuer in connection with this
Private  Placement.

6.     MISCELLANEOUS

6.1     This  Agreement  is  governed  by  the laws of British Columbia, and the
parties  hereby  irrevocably  attorn  to  the  non-exclusive jurisdiction of the
courts  of  British  Columbia.

6.2     Any  notice,  payment,  or  other  communication  to  a party under this
Agreement  may  be made, given or served by telecopier or other similar means of
recorded  transmission or by hand delivery, courier or by mail.  Notices sent by
telecopier  or other similar means of recorded transmission, or by hand delivery
or  courier,  will  be  deemed to be received at 9:00 a.m. local time on the day
following  the  transmission  or delivery.  Local time refers to the time in the
location  where  the notice is received.  Notices sent by mail will be deemed to
be  received  one  week  following  mailing.  Each  party  may change his or its
address  for  service  at  any  time  by  notice  in  writing  to  the  other.

6.3     Time  is  of  the  essence  of  this  Agreement.

6.4     This  Agreement  and  the  rights  and  obligations  contained  in  this
Agreement  may  not  be  assigned  by  the  Subscriber  or  the  Issuer.

6.5     The  parties  will  execute  and  deliver all such further documents and
instruments  and  do  all  such  further  acts and things as the other party may
reasonably  require  to  carry out the full intent and meaning of this Agreement
and  to  effect  the  issuance of the Shares and the Warrants to the Subscriber.

6.6     This  Agreement  contains the whole agreement between the Issuer and the
Subscriber  in  respect  of  the purchase and sale contemplated and there are no
warranties,  representations,  terms,  conditions  or  collateral  agreements,
express,  implied  or  statutory,  other  than those expressly set forth in this
Agreement.

REFIMA  AG

By:
     Authorized  Signatory

                               A C C E P T A N C E

The  Issuer  accepts  this subscription in respect of 1,270,000 Units, this "23"
day  of  September,  1999

CARTA  RESOURCES  LTD.

By:
     Authorized  Signatory

<PAGE>

Name  and  Address  of  Subscriber:
REFIMA  AG
----------
Name
Muhlenplatz  1,  P.O.  Box  4851
--------------------------------
Street  Address
CH-6002,  Luzern,  Switzerland
------------------------------
City  Country
REFIMA  AG  (0041)  41210740
----------------------------
Postal  Code  Telephone  Number  Facsimile  Number

     Registration  and  Delivery  Instructions

     Address  for  Delivery,  if  different  from  the  address  above





     Number  and  Denominations  of  Certificates  in  multiples  of  1,000



Details  of  Subscription
Number  of  Units:  1,270,000
                    ---------
Price  per  Unit:  $0.38
                    ----
Total  Price:  $482,6000     (If no instructions are given, a single certificate
------------------------     ---------------------------------------------------
will  be  issued)
-----------------


<PAGE>
                                  SCHEDULE "A"

                                 FORM 20A (NIP)

                               B.C. Securities Act

              Acknowledgment of Purchaser that is not an Individual

1.     Refima  AG  (the "Purchaser") has agreed to purchase from Carta Resources
Ltd.  (the  "Issuer")  1,270,000  Units  (the  "Securities")  of  the  Issuer.

2.     The  Purchaser  is  purchasing the Securities as principal, or is a trust
company, insurer or portfolio manager acting on behalf of fully managed accounts
and  is  deemed to be purchasing as principal under section 74(1) of the British
Columbia  Securities  Act  (the  "Act").

3.     On  closing  of the agreement of purchase and sale, the Purchaser will be
the  beneficial  owner  of the Securities, except where the Purchaser is a trust
company, insurer or portfolio manager acting on behalf of fully managed accounts
under  section  74(1)  of  the  Act.

4.     The  Purchaser  has  not  received  an offering memorandum describing the
Issuer  and  the  Securities.

5.     The  Purchaser  acknowledges  that:

(a)     no securities commission or similar regulatory authority has reviewed or
passed  on  the  merits  of  the  Securities,  AND

(b)     there  is  no government or other insurance covering the Securities, AND

(c)     the  Purchaser  may  lose  all  of  its  investment,  AND

(d)     there  are  restrictions  on  the  Purchaser's  ability  to  resell  the
Securities  and it is the responsibility of the Purchaser to find out what those
restrictions  are  and  to  comply  with them before selling the Securities, AND

(e)     the Purchaser will not receive a prospectus that the Act would otherwise
require  be  given to the Purchaser because the Issuer has advised the Purchaser
that  the  Issuer  is  relying  on  a  prospectus  exemption,  AND

(f)     because  the  Purchaser  is  not  purchasing  the  Securities  under  a
prospectus,  the Purchaser will not have the civil remedies that would otherwise
be  available  to  the  Purchaser,  AND

(g)     the  Issuer  has  advised  the  Purchaser  that  the  Issuer is using an
exemption  from  the  requirement  to sell through a dealer registered under the
Act,  except  purchases  referred  to  in  paragraph  6(b),  and as a result the
Purchaser  does  not  have  the  benefit  of any protection that might have been
available  to  the  Purchaser  by having a dealer act on the Purchaser's behalf.

6.     The  Purchaser  also  acknowledges  that:

(a)     it  is  a  "sophisticated  purchaser" as described in paragraph 2 in the
attached  Appendix  A  [circle  the  applicable  subparagraph  in paragraph 2 in
Appendix  A];  OR

(b)     the Securities were purchased under section 128(c) ($25,000 - registrant
required)  of  the Rules and an authorized signatory of the Purchaser has spoken
to  a  person  ____________________________  [Name  of  registered  person] (the
"Registered  Person")  who  has  advised  the  authorized  signatory  that  the
Registered  Person  is  registered to trade or advise in the Securities and that
the  purchase  of  the Securities is a suitable investment for the Purchaser; OR

(c)     the  Purchaser  is a corporation, all the voting securities of which are
beneficially  owned  by  one  or  more  of:

(i)     a  close  personal friend of a senior officer or director of the Issuer,
or  of  an  affiliate  of  the  Issuer,  OR

(ii)     a  senior  officer or director of the Issuer, or of an affiliate of the
Issuer,  OR

(iii)     a  spouse,  parent,  brother,  sister, or child of a senior officer or
director  of  the  Issuer,  or  of  an  affiliate  of  the  Issuer.

7.     If  the  Purchaser  is  referred  to  in  paragraph  6(a),  the Purchaser
acknowledges that, on the basis of information about the Securities furnished by
the  Issuer,  the  Purchaser  is  able  to  evaluate the risks and merits of the
Securities  because:  [circle  one]

(a)     of the financial, business or investment experience of the Purchaser, OR

(b)     the  Purchaser  has  received  advice from a person ____________________
[Name of adviser] (the "Adviser") who has advised the Purchaser that the Adviser
is:

(i)     registered  to advise, or exempted from the requirement to be registered
to  advise,  in  respect  of  the  Securities,  AND

(ii)     not  an  insider  of,  or  in  a special relationship with, the Issuer.

The  statements  made  in  this  report  are  true.
DATED  the  "22"  day  of  "October",  1999.



     Signature  of  Authorized  Signatory  of  Purchaser
     KURT  MARTY,  Director
     ----------------------
     Name  and  Office  of  Authorized  Signatory  of  Purchaser
     REFIMA  AG
     ----------
     Name  of  Purchaser
     Muhlenplatz  1,  P.O.  Box  4851
     --------------------------------
     Address  of  Purchaser
     CH-6002  Luzern,  Switzerland
     -----------------------------

<PAGE>

                          APPENDIX A TO FORM 20A (NIP)

[Circle  the  applicable  subparagraph  in  paragraph  2.]

"Sophisticated  purchaser"  means  a  purchaser  that,  in  connection  with  a
distribution,  gives  an  acknowledgment  under  section 135 of the Rules to the
Issuer,  where  the  Issuer  does  not believe, and has no reasonable grounds to
believe,  that  the  acknowledgment  is  false,  acknowledging  both  that:

1.     the  purchaser  is able, on the basis of information about the investment
furnished  by  the  Issuer,  to evaluate the risks and merits of the prospective
investment  because  of:

(a)     the  purchaser's  financial,  business  or  investment  experience,  OR

(b)     advice the purchaser receives from a person who is registered to advise,
or  is  exempted  from the requirement to be registered to advise, in respect of
the security that is the subject of the trade (the "Security") and who is not an
insider  of,  or in a special relationship with, the Issuer of the Security; AND

2.     the  purchaser  is  one  of  the  following  [circle  one]:

(a)     a  person  registered  under  the  Securities  Act,  OR

(b)     an  individual  who:

(i)     has  a  net worth, or net worth jointly with the individual's spouse, at
the date of the agreement of purchase and sale of the Security, of not less than
$400,000,  OR

(ii)     has  had  in  each  of the 2 most recent calendar years, and reasonably
expects  to  have  in  the  current  calendar  year:

-     annual  net  income  before  tax  of  not  less  than  $75,000,  OR
-     annual net income before tax, jointly with the individual's spouse, of not
less  than  $125,000;  OR

(c)     a  corporation,  partnership  or  trust  that:

(i)     has  net  assets  of  not  less  than  $400,000,  OR

(ii)     has  had  in  each  of the 2 most recent calendar years, and reasonably
expects  to have in the current calendar year, net income before tax of not less
than  $125,000,  OR

(d)     a  corporation  in which all of the voting shares are beneficially owned
by  sophisticated  purchasers  or  of  which  the  majority of the directors are
sophisticated  purchasers,  OR

(e)     a  general  partnership  in  which all of the partners are sophisticated
purchasers,  OR

(f)     a  limited  partnership  in which a majority of the general partners are
sophisticated  purchasers,  OR

(g)     a  trust  in which all of the beneficiaries are sophisticated purchasers
or  the  majority  of  the  trustees  are  sophisticated  purchasers.