Share Purchase Agreement dated April 29, 2009 among Terrace Ventures Inc., Marktech Acquisition Corp., Worldbid International Inc. and Geobiz Systems Inc

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is dated for reference as of the 29th day of April, 2009.

AMONG:

MARKTECH ACQUISITION CORP., a corporation duly formed under the laws of British Columbia with its principal office at 3045 Quennell Road, PO Box 13, Nanaimo, BC V9X 1K5

(hereinafter called the "Vendor")

OF THE FIRST PART

AND:

WORLDBID INTERNATIONAL INC., a company duly continued under the laws of Nevada with its principal office at Suite 201, 801 Peace Portal Drive, Blaine, WA 98230

(hereinafter referred to as “Worldbid")

OF THE SECOND PART

AND:

TERRACE VENTURES INC., a Nevada corporation with its principal office at 810 Peace Portal Drive, Suite 202, Blaine, WA 98230

(hereinafter referred to as “Terrace")

OF THE THIRD PART

AND:

GEOBIZ SYSTEMS INC., a Nevada corporation with its registered office at 8275 S. Eastern Avenue, Suite 200, Las Vegas, NV 89123

(hereinafter referred to as the "Purchaser")

OF THE FOURTH PART

WHEREAS:

A.                        Worldbid is a wholly-owned subsidiary of the Vendor;

B.                        The Purchaser has offered to purchase all of the issued and outstanding shares of Worldbid from the Vendor;

C.                        The Vendor has agreed to sell to the Purchaser all of the issued and outstanding shares of Worldbid held by the Vendor on the terms and conditions set forth herein;

D.                        The Purchaser is a wholly-owned subsidiary of Terrace; and

E.                        In order to record the terms and conditions of the agreement among them the parties wish to enter into this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the foregoing and of the sum of $1.00 paid by the Purchaser to the Vendor, the receipt of which is hereby acknowledged, the parties hereto agree each with the other as follows:

1.                        INTERPRETATION

1.1                      Where used herein or in any amendments or Schedules hereto, the following terms shall have the following meanings:

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1.2                      All dollar amounts referred to in this Agreement are in United States funds, unless expressly stated otherwise.

1.3                      The following schedules are attached to and form part of this Agreement:

2.                        PURCHASE OF SHARES

2.1                      The Vendor hereby covenants and agrees to sell, assign and transfer to the Purchaser, and the Purchaser covenants and agrees to purchase from the Vendor, the Worldbid Shares held by the Vendor.

2.2                      The consideration payable by the Purchaser to the Vendor for the purchase of the Worldbid Shares shall be $250,000 (the “Purchase Price”). The Purchase Price shall be paid and satisfied as follows:

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which notes shall be convertible from time to time in whole or in part at the option of the holder into common shares of Terrace at a price of $0.05 per share.

3.                        COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE VENDOR

                          The Vendor covenants with and represents and warrants to the Purchaser and Terrace as follows, and acknowledges that the Purchaser and Terrace are relying upon such covenants, representations and warranties in connection with the purchase by the Purchaser of the Worldbid Shares:

3.1                      Worldbid has been duly incorporated and organized, is a validly existing corporation and is in good standing under the laws of Nevada; it has the corporate power to own or lease its property and to carry on the Business; it is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature of the Business or the property owned or leased by it makes such qualification necessary; and it has all necessary licenses, permits, authorizations and consents to operate its Business in accordance with the terms of its business plan.

3.2                      The authorized capital of Worldbid consists of Two Hundred Million (200,000,000) shares, of which One Hundred Million (100,000,000) shares are common stock, with a par value of $0.001 per share, and One Hundred Million (100,000,000) shares are preferred stock, with a par value of $0.001 per share. There are 6,004,408 shares of common stock and no shares of preferred stock issued and outstanding.

3.3                      The Worldbid Shares owned by the Vendor are owned by it as the beneficial and recorded owner with good and marketable title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever.

3.4                      No person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from the Vendor of any of the Worldbid Shares held by it.

3.5                      No person, firm or corporation has any agreement or option, including convertible securities, warrants or convertible obligations of any nature, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of Worldbid or of any securities of Worldbid.

3.6                      Worldbid does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations and will not prior to the Closing Date acquire, or agree to acquire, any subsidiary or business without the prior written consent of the Purchaser.

3.7                      Worldbid will not, without the prior written consent of the Purchaser, issue any additional shares from and after the date hereof to the Closing Date or create any options, warrants or rights for any person to subscribe for or acquire any unissued shares in the capital of Worldbid.

3.8                      Worldbid is not party to or bound by any guarantee, warranty, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person, firm or corporation.

3.9                      The books and records of Worldbid fairly and correctly set out and disclose in all material respects, in accordance with generally accepted accounting principles, the financial position of Worldbid as at the date hereof, and all material financial transactions of Worldbid relating to the Business have been accurately recorded in such books and records.

3.10                    The Worldbid Financial Statements present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of Worldbid as at the date thereof and there will not be, prior to the Closing Date, any material increase in such liabilities other than increases arising as a result of carrying on the Business in the ordinary and normal course.

3.11                    The entering into of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any of the terms and provisions of the constating documents or bylaws of Worldbid

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or the Vendor or of any indenture, instrument or agreement, written or oral, to which Worldbid or the Vendor may be a party.

3.12                    The entering into of this Agreement and the consummation of the transactions contemplated hereby will not, to the best of the knowledge of Worldbid and the Vendor, result in the violation of any law or regulation of the Canada or the United States or of any states in which they are resident or in which the Business is or at the Closing Date will be carried on or of any municipal bylaw or ordinance to which Worldbid or the Business may be subject.

3.13                    This Agreement has been duly authorized, validly executed and delivered by Worldbid and the Vendor.

3.14                    The Business has been carried on in the ordinary and normal course by Worldbid since the date of the Worldbid Financial Statements and will be carried on by Worldbid in the ordinary and normal course after the date hereof and up to the Closing Date.

3.15                    No capital expenditures in excess of $5,000 will be made or authorized by Worldbid after the date hereof and up to the Closing Date without the prior written consent of the Purchaser.

3.16                    Except as disclosed in Schedule “B” hereto, Worldbid is not a party to any written or oral employment, service or pension agreement, and, Worldbid does not have any employees who cannot be dismissed on not more than one month's notice without further liability.

3.17                    Worldbid does not have outstanding any bonds, debentures, mortgages, notes or other secured indebtedness, and Worldbid is not under any agreement to create or issue any bonds, debentures, mortgages, notes or other indebtedness, except liabilities incurred in the ordinary course of business.

3.18                    Worldbid is not the owner, lessee or bound under any agreement to own or lease, any real property.

3.19                    Worldbid owns, possesses and has good and marketable title to its undertaking, property and assets, and without restricting the generality of the foregoing, all those assets described in the balance sheet included in the Worldbid Financial Statements, free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever or howsoever arising.

3.20                    Except as disclosed herein Worldbid does not have any outstanding material agreements, contracts or commitments, whether written or oral, of any nature or kind whatsoever, including, but not limited to, employment agreements, except:

3.21                    There are no material actions, suits or proceedings (whether or not purportedly on behalf of Worldbid), pending or threatened against or affecting Worldbid or affecting the Business, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign and neither Worldbid nor the Vendor is aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success.

3.22                    Worldbid is not in material default or breach of any contracts, agreements, written or oral, indentures or other instruments to which it is a party and there are no facts, which, after notice or lapse of time or both, that would constitute such a default or breach, and all such contracts, agreements, indentures or other instruments are now in good standing and Worldbid is entitled to all benefits thereunder.

3.23                    To the best of the knowledge of Worldbid and the Vendor, the conduct of the Business does not infringe upon the patents, trade marks, trade names or copyrights, domestic or foreign, of any other person, firm or corporation.

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3.24                    To the best of the knowledge of Worldbid and the Vendor, Worldbid is conducting and will conduct the Business in compliance with all applicable laws, rules and regulations of each jurisdiction in which the Business is or will be carried on, Worldbid is not in material breach of any such laws, rules or regulations and is, or will be on the Closing Date, fully licensed, registered or qualified in each jurisdiction in which Worldbid owns or leases property or carries on or proposes to carry on the Business to enable the Business to be carried on as now conducted and its property and assets to be owned, leased and operated, and all such licenses, registrations and qualifications are or will be on the Closing Date valid and subsisting and in good standing and that none of the same contains or will contain any provision, condition or limitation which has or may have a materially adverse effect on the operation of the Business.

3.25                    All facilities and equipment owned or used by Worldbid in connection with the Business are in good operating condition and are in a state of good repair and maintenance.

3.26                    Worldbid has made full disclosure to the Purchaser of all aspects of the Business and has made all of its books and records available to the representatives of the Purchaser in order to assist the Purchaser in the performance of its due diligence searches and no material facts in relation to the Business have been concealed by Worldbid or the Vendor.

3.27                    There are no material liabilities of Worldbid of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which Worldbid or the Purchaser may become liable on or after the consummation of the transaction contemplated by this Agreement, other than liabilities which may be reflected on the Worldbid Financial Statements, liabilities disclosed or referred to in this Agreement or in the Schedules attached hereto, or liabilities incurred in the ordinary course of business and attributable to the period since the date of the Worldbid Financial Statements, none of which has been materially adverse to the nature of the Business, results of operations, assets, financial condition or manner of conducting the Business.

3.28                    The Articles, bylaws and other constating documents of Worldbid in effect with the appropriate corporate authorities as at the date of this Agreement will remain in full force and effect without any changes thereto as at the Closing Date.

3.29                    The directors and officers of Worldbid are as follows:

4.                        COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND TERRACE

                          The Purchaser and Terrace covenant with and represent and warrant to the Vendor as follows and acknowledge that the Vendor is relying upon such covenants, representations and warranties in entering into this Agreement:

4.1                      The Purchaser has been duly incorporated and organized and is validly subsisting under the laws of the State of Nevada; it has the corporate power to own or lease its properties and to carry on its business as now being conducted by it; and it is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature of its business or the property owned or leased by it makes such qualification necessary.

4.2                      Terrace has been duly incorporated and organized and is validly subsisting under the laws of the State of Nevada; it is a reporting issuer under the United States Securities Exchange Act of 1934 and is in good standing with respect to all filings required to be made under such statute with the SEC; it has the corporate power to own or lease its properties and to carry on its business as now being conducted by it; and it is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature of its business or the property owned or leased by it makes such qualification necessary.

4.3                      The directors and officers of the Purchaser are as follows:

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4.4                      The directors and officers of Terrace are as follows:

4.5                      The Terrace Audited Financial Statements present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of the Terrace as at the date thereof.

4.6                      The Terrace Unaudited Financial Statements present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of the Terrace as of the date thereof and there will not be, prior to the Closing Date, any material increase in such liabilities.

4.7                      There have been no material adverse changes in the financial position or condition of Terrace or damage, loss or destruction materially affecting the business or property of Terrace since the date of the Terrace Unaudited Financial Statements except as may be disclosed by Terrace in Current Reports on Form 8-K filed with the SEC.

4.8                      Terrace and the Purchaser have made full disclosure to the Vendor of all material aspects of Terrace’s business and has made all of its books and records available to the representatives of the Vendor in order to assist the Vendor in the performance of its due diligence searches and no material facts in relation to Terrace’s business have been concealed by Terrace or the Purchaser.

4.9                      Neither Terrace nor the Purchaser is party to or bound by any agreement or guarantee, warranty, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness or any other person, firm or corporation.

4.10                    There are no actions, suits or proceedings (whether or not purportedly on behalf of Terrace or the Purchaser), pending or threatened against or affecting Terrace or the Purchaser or affecting Terrace or the Purchaser’ business, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign and Terrace or the Purchaser are not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success.

4.11                    Terrace’s common shares are quoted on the NASD OTC Bulletin Board and it is not in breach of any regulation, by-law or policy of, or any of the terms and conditions of its quotation on the NASD OTC Bulletin Board applicable to Terrace or its operations.

4.12                    Neither Terrace nor the Purchaser currently has any employees or is party to any collective agreements with any labor unions or other association of employees.

4.13                    Other than the Purchaser, Terrace does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations and will not prior to the Closing Date acquire, or agree to acquire, any subsidiary or business without the prior written consent of the Vendor.

4.14                    The business of Terrace and the Purchaser now and until the Closing Date will be carried on in the ordinary and normal course after the date hereof and upon to the Closing Date and no material transactions shall be entered into until the Closing Date without the prior written consent of the Vendor.

4.15                    Neither Terrace nor the Purchaser is indebted to any of its directors or officers nor are any of Terrace or the Purchaser’s directors or officers indebted to them.

4.16                    Terrace and the Purchaser have good and marketable title to their properties and assets as set out in the Terrace Audited Financial Statements and such properties and assets are not subject to any mortgages, pledges, liens, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever or howsoever arising.

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4.17                    The Corporate Charter, Articles of Incorporation and Bylaws and any other constating documents of the Terrace and the Purchaser in effect with the appropriate corporate authorities as at the date of this Agreement will not have been materially changed as at the Closing Date.

4.18                    There are no material liabilities of Terrace or the Purchaser of any kind whatsoever, whether or not accrued and whether or not determined or determinable, other than liabilities which may be reflected on the Terrace Audited Financial Statements, liabilities disclosed or referred to in this Agreement or in the Schedules attached hereto, or liabilities incurred in the ordinary course of business and attributable to the period since the date of the Terrace Audited Financial Statements, none of which has been materially adverse to the nature of the Terrace’s business, results of operations, assets, financial condition or manner of conducting the Terrace’s business.

4.19                    The entering into of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any of the terms and provisions of the constating documents or bylaws of Terrace or the Purchaser or of any indenture, instrument or agreement, written or oral, to which Terrace or the Purchaser may be a party.

4.20                    The entering into of this Agreement and the consummation of the transactions contemplated hereby will not, to the best of the knowledge of Terrace and the Purchaser, result in the violation of any law or regulation of the United States or the State of Nevada or of any local government bylaw or ordinance to which Terrace or the Purchaser or their business may be subject.

4.21                    This Agreement has been duly authorized, validly executed and delivered by the Terrace and the Purchaser.

4.22                    Neither Terrace nor the Purchaser has any contracts with any officers, directors, accountants, lawyers or others which cannot be terminated with not more than one month's notice.

4.23                    No agreement has been made with Terrace or the Purchaser in respect of the purchase and sale contemplated by this Agreement that could give rise to any valid claim by any person against Worldbid or the Vendor for a finder's fee, brokerage commission or similar payment.

5.                      ACTS IN CONTEMPLATION OF CLOSING

5.1                      The Vendor covenants and agrees with the Purchaser and Terrace to, no less than ten (10) days prior to the Closing Date, deliver to Terrace and the Purchaser those consolidated audited annual financial statements and consolidated unaudited interim financial statements of Worldbid as are required by Section 210.3 -05 promulgated under Regulation S-X of the SEC in order to permit Terrace to make the SEC filings required in respect of the purchase and sale of the shares of Worldbid in accordance with this Agreement.

6.                        CONDITIONS OF CLOSING

6.1                      All obligations of Terrace and the Purchaser under this Agreement are subject to the fulfillment, at or prior to the Closing Date, of the following conditions:

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6.2                      In the event any of the foregoing conditions contained in paragraph 6.1 hereof are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of Terrace or the Purchaser, Terrace or the Purchaser may terminate this Agreement by written notice to the Vendor and, in such event, Terrace and the

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Purchaser shall be released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by Terrace and the Purchaser without prejudice to its rights of termination in the event of the non-fulfillment of any other conditions.

6.3                      All obligations of the Vendor under this Agreement are subject to the fulfillment, at or prior to the Closing Date, of the following conditions:

6.4                      In the event that any of the conditions contained in paragraph 6.3 hereof shall not be fulfilled or performed by Terrace or the Purchaser at or before the Closing Date to the reasonable satisfaction of the Vendor

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then the Vendor shall have all the rights and privileges granted to Terrace and the Purchaser under paragraph 6.2, mutatis mutandis.

7.                        CLOSING ARRANGEMENTS

7.1                      The closing shall take place on the Closing Date at the offices of Northwest Law Group at Suite 950, 650 West Georgia Street, Vancouver, British Columbia, Canada V6B 4N8, or at such other time and place as the parties may mutually agree.

7.2                      On the Closing Date, upon fulfillment of all the conditions set out in Article 6 which have not been waived in writing by the Purchaser or by the Vendor, as the case may be, then:

8.                        INTERIM ADVANCE

8.1                     Terrace has agreed to advance $5,000 to Worldbid to fund expenditures pending Closing of this Agreement. Worldbid acknowledges receipt of the advance totaling $5,000 to date.

8.2                      Worldbid shall not use the funds advanced for any purpose other than maintenance of the intellectual property of Worldbid and payment of salaries of employees and contractors of Worldbid.

8.3                      All advances made under this Section 8 shall be non-interest demand loans to Worldbid pending Closing. In the event that Closing does not take place, the advances will be immediately due and payable to Terrace and will bear interest at 10% per annum from the date of advancement of the funds.

9.                        GENERAL PROVISIONS

9.1                      Time shall be of the essence of this Agreement.

9.2                      This Agreement contains the whole agreement between the parties hereto in respect of the purchase and sale of the Worldbid Shares and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory, other than as expressly set forth in this Agreement.

9.3                      This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The Purchaser may not assign this Agreement without the consent of the Vendor or Worldbid.

9.4                      Any notice to be given under this Agreement shall be duly and properly given if made in writing and delivered or telecopied to the addressee at the address as set out on page one of this Agreement. Any notice given as aforesaid shall be deemed to have been given or made on, if delivered, the date on which it was delivered or, if telecopied, on the next business day after it was telecopied. Any party hereto may change its address for notice from time to time by providing notice of such change to the other parties hereto in accordance with the foregoing.

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9.5                      No claim shall be made by Worldbid or the Vendor against Terrace or the Purchaser, or by Terrace or the Purchaser against Worldbid or the Vendor, as a result of any misrepresentation or as a result of the breach of any covenant or warranty herein contained unless the aggregate loss or damage to such party exceeds $5,000.

9.6                      This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Nevada, and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the State of Nevada.

9.7                      This Agreement has been prepared by O’Neill Law Group PLLC as legal counsel for Terrace and the Purchaser, and the Vendor and Worldbid acknowledge and agree that they have been advised to seek separate legal counsel with respect to the matters contained in this Agreement.

9.8                      This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

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

MARKTECH ACQUISITION CORP.
by its authorized signatory:

/s Mark Reynolds                                                                        
Mark Reynolds, President and Secretary

WORLDBID INTERNATIONAL INC.
by its authorized signatory:

/s/ Logan B. Anderson                                                              
Logan B. Anderson, President

TERRACE VENTURES INC.
by its authorized signatory:

/s/ Howard Thomson                                                                
Howard Thomson, President

GEOBIZ SYSTEMS INC.
by its authorized signatory:

/s/ Howard Thomson                                                                
Howard Thomson, President

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SCHEDULE "A"
To the Share Purchase Agreement among
Marktech Acquisition Corp., Worldbid International Inc.,
Terrace Ventures Inc. and Geobiz Systems Inc.
dated for reference as of April 29, 2009

WORLDBID FINANCIAL STATEMENTS

WORLDBID INTERNATIONAL INC

BALANCE SHEET
(Stated in U.S. Dollars)
(Unaudited)

WORLDBID INTERNATIONAL INC.

STATEMENT OF OPERATIONS
(Stated in U.S. Dollars)
(Unaudited)

SCHEDULE "B"
To the Share Purchase Agreement among
Marktech Acquisition Corp., Worldbid International Inc.,
Terrace Ventures Inc. and Geobiz Systems Inc.
dated for reference as of April 29, 2009

EMPLOYMENT, SERVICE & PENSION AGREEMENTS OF WORLDBID

Paul Wagorn, Chief Technical Officer, is paid $9,500 CDN per month on a month-to-month basis.