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▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
August 25, 1999
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▇▇▇▇ - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
Dear Sirs:
Re: Acquisition of Quotes Canada Financial Network Ltd.
(the "Acquisition") by Carta Resources Ltd. (the "Company")
With respect to the acquisition of Quotes Canada Financial Network Ltd. by Carta
Resources Ltd., this is to confirm that ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
shall, for a period of three years following the closing of the Acquisition,
vote their respective shares in the capital of the Company in a manner which is
consistent with the following terms:
(a) that ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall be appointed to the board of
directors of the Company;
(b) that the Company shall enter into employment agreements with ▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ for a minimum period of two years at a salary of not
less than $2,500 per month;
(c) that incentive stock options shall be granted to ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇
▇▇▇▇▇▇▇ from time to time entitling each of them to purchase not less than 4%
(or such lower percentage as may be accepted by ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇),
of the issued shares in the capital of the Company at a minimum price permitted
by the Vancouver Stock Exchange for a period of five years.
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