ESCROW AGREEMENT

THIS  AGREEMENT  IS  DATED  FOR  REFERENCE  DECEMBER  6,  1999  AND  MADE:
AMONG:

PACIFIC  CORPORATE  TRUST  COMPANY, of 830 - 625 Howe Street, Vancouver, British
Columbia  V6C  3B8

(the  "Escrow  Agent")

AND:

CARTA  RESOURCES  LTD.,  a  British  Columbia  company having its registered and
records  office  at 1488 - 1090 West Georgia Street, Vancouver, British Columbia
V6E  3V7

(the  "Issuer")

AND:

EACH  PRINCIPAL,  as  defined  in  this  Agreement

(collectively,  the  "Parties")

WHEREAS  pursuant to the Escrow Agreement among the Escrow Agent, the Issuer and
the  Initial  Principals,  the  Initial Principals acquired 750,000 Shares at an
issue  price  of  $0.01  per  share;

AND  WHEREAS  151,200  Initial  Shares  were  subsequently released from escrow,
resulting  in  an  aggregate  of 598,800 Initial Shares remaining subject to the
Escrow  Agreement;

AND  WHEREAS  as  a  result of acquiring the outstanding shares of Quotes Canada
Financial  Network  Ltd.,  the  Issuer  has  Additional  Principals;

AND  WHEREAS the Issuer has agreed to issue Additional Shares to the Principals;

AND  WHEREAS the Issuer wishes to cancel the Escrow Agreement and to convert the
Initial  Shares  to  this Agreement which will cover both the Initial Shares and
the  Additional  Shares;

AND WHEREAS the Escrow Agent has agreed to act as escrow agent in respect of the
initial  Shares  and  Additional  Shares  issued  to  the  Principals  upon  the
acquisition  of  such  shares  by  the  Principals;

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  (the  "Agreement")  as  follows:

<PAGE>

1.     Interpretation

In  this  Agreement:

(a)     "Acknowledgment"  means  the acknowledgment and agreement to be bound in
the  form  attached  as  Schedule  "A"  to  this  Agreement;

(b)     "Act"  means  the  Securities  Act,  S.B.C.  1997,  c.418;

(c)     "Additional  Principals"  means holders of Additional Shares who execute
this  Agreement  or  an Acknowledgment and did not execute the Escrow Agreement;

(d)     "Additional  Shares"  means  the  shares  of the principals described in
Schedule  "C" to this Agreement, as amended from time to time in accordance with
section  9  and, for greater clarification, does not include the Initial Shares;

(e)     "Escrow  agreement" means the escrow agreement dated July 11, 1996 among
the  Escrow  Agent,  the  Issuer  and  the  Initial  Principals;

(f)     "Escrow  Shares"  means  the  Initial  Shares and the Additional Shares;

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

(h)     "Executive  Director  or  the Exchange" means the Executive Director, if
the shares of the Issuer are not listed on the Exchange, or the Exchange, if the
shares  of  the  Issuer  are  listed  on  the  Exchange;

(i)     "Initial  Principals" means holders of shares of the Issuer who executed
the  Escrow  Agreement;

(j)     "Initial  Shares"  means the shares of the Initial Principals subject to
the  Escrow  Agreement;

(k)     "Local  Policy  Statement 3-07" means the Local Policy Statement 3-07 in
effect  as  of  the date of reference of this Agreement and attached as Schedule
"B"  to  this  Agreement;

(l)     "Principals"  means, together, the Initial Principals and the Additional
Principals.

2.     Placement  Of  Shares  In  Escrow

The Principals place the Escrow Shares in escrow with the Escrow Agent and shall
deliver  the certificates representing the Additional Shares to the Escrow Agent
as  soon  as  practicable.

3.     Voting  Of  Shares  In  Escrow

Except  as  provided  by  section  4(a),  the Principals may exercise all voting
rights  attached  to  the  Escrow  Shares.

<PAGE>

4.     Waiver  Of  Shareholder's  Rights

The  Principals  waive  the  rights  attached  to  the  Escrow  Shares:

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

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

6.     Transfer  Within  Escrow

(a)     The  Principals  shall  not  transfer any of the Escrow Shares except in
accordance  with  Local  Policy  Statement  3-07  and  with  the  consent of the
Executive  Director  or  the  Exchange;

(b)     The Escrow Agent shall not effect a transfer of the Escrow Shares within
escrow  unless  the  Escrow  Agent  has  received:

(i)     a  copy  of  an Acknowledgment executed by the person to whom the Escrow
Shares  are  to  be  transferred;  and

(ii)     a  letter from the Executive Director or the Exchange consenting to the
transfer;

(c)     Upon the death or bankruptcy of a Principal, the Escrow Agent shall hold
the  Escrow  Shares  subject  to  this  Agreement for the person that is legally
entitled  to  become  the  registered  owner  of  the  Escrow  Shares;

(d)     the  Principals  acknowledge  to,  and  agree  with, the Issuer that the
Principals  will  continue to be involved in the business affairs of the Issuer,
or  an  operating  subsidiary thereof, as a director or senior officer of one or
both  such  companies, or by providing key services, whether management services
or  otherwise  to  one or both such companies.  If the Principals for any reason
cease to be directors or senior officers of such companies, or ceases to provide
such  services,  then  the Escrow Shareholders shall be entitled to retain their
Escrow  Shares  and  remain  bound  by the terms of this Agreement.  For further
clarity  the Principals shall be entitled to a release or releases of the Escrow
Shares  pursuant  to  the  provisions  of  section  7(b)  hereof.

<PAGE>

7.     Release  From  Escrow

(a)     the  Principals irrevocably direct the Escrow Agent to retain the Escrow
Shares  until  the Escrow Shares are released from escrow pursuant to subsection
(b)  or  surrendered  for  cancellation  pursuant  to  section  8;

(b)     the  Escrow Agent shall not release the Escrow Shares from escrow unless
the  Escrow  Agent  has  received  a  letter  from the Executive Director or the
Exchange  consenting  to  the  release;  and

(c)     the approval of the Executive Director or the Exchange to a release from
escrow  of  any  of  the  Escrow  Shares  shall terminate this Agreement only in
respect  of  the  Escrow  Shares  so  released.

8.     Surrender  For  Cancellation
The Principals shall surrender the Escrow Shares for cancellation and the Escrow
Agent  shall  deliver  the  certificates  representing  the Escrow 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;

(c)     10  years  from  the later of the date of issue of the Escrow Shares and
the  date  of  the  receipt  for  the  Issuer's prospectus on its initial public
offering;  or

(d)     where  required  by  section  6(d).

9.     Amendment  Of  Agreement

(a)     Subject  to  subsection  (b),  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;

(b)     Schedule  "C"  to  this  Agreement  shall  be  amended  upon:

(i)     a  transfer  of  Escrow  Shares  pursuant  to  section  6;
(ii)     a  release  of  Escrow  Shares  from  escrow  pursuant to section 7; or
(iii)     a  surrender  of Escrow Shares for cancellation pursuant to section 8;

and  the  Escrow  Agent  shall  note  the  amendment  on the Schedule "C" in its
possession.

10.     Indemnification  Of  Escrow  Agent

The  Issuer  and  the  Principals, 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

(a)     If  the  Escrow Agent wishes to resign as escrow agent in respect of the
Escrow  Shares,  the  Escrow  Agent  shall  give  notice  to  the  Issuer;

(b)     if  the  Issuer  wishes  the  Escrow  Agent to resign as escrow agent in
respect  of the Escrow Shares, the Issuer shall give notice to the Escrow Agent;

(c)     a  notice  referred  to in subsection (1) or (2) shall be in writing and
delivered  to:

(i)     the Issuer at its address appearing on the cover page of this Agreement;
or
(ii)     the  Escrow  Agent  at  its address appearing on the cover page of this
Agreement;

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.

(d)     a  copy  of  a  notice  referred  to  in  subsection  (a)  or  (b) shall
concurrently  be  delivered  to  the  Executive  Director  or  the  Exchange;

(e)     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 (a) r (b) or
on  such  other  date  as  the  Escrow  Agent and the Issuer may agree upon (the
"resignation  date");

(f)     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 Principals.

12.     Entire  Agreement

This  Agreement  supersedes and replaces all other escrow agreements applying to
the  Escrow Shares required by securities regulators and all such Agreements are
terminated  and  of  no further force and effect from the reference date of this
Agreement.

13.     Further  Assurances

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

<PAGE>

14.     Time

Time  is  of  the  essence  of  this  Agreement.

15.     Governing  Laws

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.

16.     Counterparts

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

17.     Language

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.

18.     Enurement

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.


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

PACIFIC  CORPORATE  TRUST  COMPANY


Per:
     Authorized  Signatory

SIGNED,  SEALED  AND DELIVERED by         )
JOHN E. CHARLESWORTH in the presence of:  )
                                          )
Name  of                                  )
Witness:                                  )
                                          )
Address  of                               )
Witness:                                  )
                                          )
                                          )
                                          )
Occupation                                )
of  Witness:                              )     /s/ JOHN  E.  CHARLESWORTH
                                          )

SIGNED,  SEALED  AND DELIVERED by         )
PENELOPE CHARLESWORTH in the presence of: )
                                          )
Name  of                                  )
Witness:                                  )
                                          )
Address  of                               )
Witness:                                  )
                                          )
                                          )
                                          )
Occupation                                )
of  Witness:                              )     /s/ PENELOPE CHARLESWORTH
                                          )

SIGNED,  SEALED  AND DELIVERED by         )
THOMAS BOYCHUK in the presence of:        )
                                          )
Name  of                                  )
Witness:                                  )
                                          )
Address  of                               )
Witness:                                  )
                                          )
                                          )
                                          )
Occupation                                )
of  Witness:                              )     /s/ THOMAS BOYCHUK
                                          )

SIGNED,  SEALED  AND DELIVERED by         )
H. LEO KING in the presence of:           )
                                          )
Name  of                                  )
Witness:                                  )
                                          )
Address  of                               )
Witness:                                  )
                                          )
                                          )
                                          )
Occupation                                )
of  Witness:                              )     /s/ H. LEO KING
                                          )

SIGNED,  SEALED  AND DELIVERED by         )
PAUL DICKSON in the presence of:          )
                                          )
Name  of                                  )
Witness:                                  )
                                          )
Address  of                               )
Witness:                                  )
                                          )
                                          )
                                          )
Occupation                                )
of  Witness:                              )     /s/ PAUL DICKSON
                                          )

SIGNED,  SEALED  AND DELIVERED by         )
GLEN DICKSON in the presence of:          )
                                          )
Name  of                                  )
Witness:                                  )
                                          )
Address  of                               )
Witness:                                  )
                                          )
                                          )
                                          )
Occupation                                )
of  Witness:                              )     /s/ GLEN DICKSON
                                          )


<PAGE>
                        SCHEDULE "C" TO ESCROW AGREEMENT

                       SCHEDULE "C" TO ESCROW AGREEMENT

<TABLE>
<CAPTION>



                         Number of Additional Shares    Number of Initial Shares held
                       held in escrow pursuant to this   in escrow pursuant to this
Number of Shareholder         Escrow Agreement                Escrow Agreement
<S>                    <C>                              <C>
JOHN E. CHARLESWORTH.                           25,400                        199,600

PENELOPE
 CHARLESWORTH . . . .                          225,000

THOMAS BOYCHUK. . . .                          250,400                        199,600

H. LEO KING . . . . .                           25,400                        199,600

PAUL DICKSON. . . . .                          500,000

GLEN DICKSON. . . . .                          500,000
</TABLE>


<PAGE>
                      SCHEDULE "D" TO THE ESCROW AGREEMENT

               Earn-Out Formula for Release of Performance Shares

The  release  of  performance  shares  is  based  upon     cumulative  cash flow
                                                           ---------------------
                                                                 earn-out  price
where:
earn-out  price  =  IPO  price  multiplied  by  earn-out  factor
earn-out  factor  =  (performance  share  percentage  )2  x  4
IPO  Price  =  $0.38
performance  share  percentage  =     2,125,000  =  .25
                                      ---------
                                      8,232,342
earn-out  factor  -  (.25)2  x  4  -  .25
earn-out  price  =  $0.38  x  .25  -  .095