OPTION TO PURCHASE COMMON STOCK
                               (4,000,000 Shares)

         THIS OPTION TO PURCHASE  COMMON  STOCK (this  "Option") is granted this
15th day of February,  2001, by Foreland CORPORATION,  a Nevada corporation (the
"Company"),  to 2N  COMPANY,  L.L.C.,  a  Minnesota  limited  liability  company
("Optionee").

         1. Grant of Option.  The Company hereby  irrevocably grants to Optionee
the right and option to purchase those certain  4,000,000  shares (the "Shares")
of common stock of the Company,  par value $0.01 per share (the "Common Stock"),
that are  pledged by the  Company  to secure  payment  of an  obligation  of the
Company to Petro Source  Corporation  evidenced by that certain  Promissory Note
dated of even date with this  Option in the  principal  amount of  $600,000,  in
which the  Company  appears  as maker and Petro  Source  Corporation  appears as
payee, a copy of which is attached hereto as Exhibit A and  incorporated  herein
by this  reference,  on the  terms and  conditions  hereinafter  set forth  (the
"Note"). This Option cannot be exercised to purchase any shares other than those
specifically identified above.

         2. Term of Option.  Subject to the other provisions of this Option, the
Option may be exercised, in whole or in part, at any time on or before September
1, 2001.

         3.  Stockholder's  Rights.  The  Optionee  shall  have the  rights of a
stockholder  only with  respect to Shares of Common  Stock  fully paid for by it
under this Option.

         4. Persons Entitled to Exercise:  Restrictions on Transfer. This Option
can only be  exercised  by the  Optionee,  and neither this Option nor any right
hereunder can be transferred.  Neither this Option nor any right hereunder shall
be subject to lien, attachment,  execution,  or similar process. In the event of
any levy, attachment,  execution, or similar process, this Option and all rights
granted hereunder shall be immediately null and void.

         5. Adjustment to Number of Shares of Common Stock. The number of Shares
of Common  Stock  subject to this Option  shall be adjusted to take into account
any stock split,  stock  dividend,  or  recapitalization  of the Common Stock of
Foreland Corporation.

         6. Method of Exercise and Exercise Price. This Option may be exercised,
subject  to all of the terms and  conditions  set  forth in this  Option,  at an
exercise price equivalent to the principal amount of and accrued interest on the
Note, by delivery to Petro Source Corporation of immediately  available funds in
the full amount of the  exercise  price  against (a)  delivery by the  Company's
stock transfer agent to Optionee of a certificate or certificates evidencing the
Shares pursuant to that irrevocable  letter of instruction to the stock transfer
agent delivered to Petro Source  Corporation by the Company,  a copy of which is
attached  hereto as Exhibit B and  incorporated  herein by this  reference,  (b)
delivery by Petro Source  Corporation  to Foreland of a full release of the Note
and the associated Stock Pledge Agreement.

         7. Restriction on Securities.

                  (a) The Option and the Shares of Common  Stock  subject to the
         Option  (collectively  referred to as the  "Securities")  have not been
         registered   under  the   Securities  Act  of  1933,  as  amended  (the
         "Securities Act"), or any state securities statutes. In connection with
         the  acquisition  by the  Optionee  of  the  Securities,  the  Optionee
         represents that the Securities are being acquired  without a view to or
         for resale in connection  with any  distribution  of such Securities or
         any interest therein without registration or other compliance under the
         Securities  Act,  and that  the

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         Optionee  has  no  direct  or  indirect   participation   in  any  such
         undertaking or in the underwriting of such an undertaking.

                  (b) The Optionee acknowledges that the Securities must be held
         and may not be sold,  transferred,  or otherwise  disposed of for value
         unless subsequently registered under the Securities Act or transferable
         under an exemption from such registration; the Company is not under any
         obligation to register the Securities under the Securities Act or under
         Section 12 of the Securities  Exchange Act of 1934, as amended,  except
         as expressly  agreed to in writing;  if Rule 144 is  available,  and no
         assurance is given that it will be,  initially  only  routine  sales of
         such  Securities in limited amounts can be made in reliance on Rule 144
         in accordance  with the terms and  conditions of that rule; the Company
         is not under any obligation to the Optionee to make Rule 144 available,
         except as may be expressly agreed to in writing;  in the event Rule 144
         is not available,  compliance with Regulation A or some other exemption
         may be required  before the Optionee can sell,  transfer,  or otherwise
         dispose of such Securities  without  registration  under the Securities
         Act; and the  certificate or certificates  representing  all or part of
         the  Securities  will  bear a legend  so  restricting  the sale of such
         Securities in substantially the following form:

                  The securities  represented by this  certificate have not been
                  registered  under the  Securities Act of 1933, as amended (the
                  "Securities Act"), and are "restricted  securities" within the
                  meaning of Rule 144 promulgated  under the Securities Act. The
                  securities  have been acquired for  investment  and may not be
                  sold or  transferred  without  complying  with Rule 144 in the
                  absence of an effective registration or other compliance under
                  the Securities Act.

                  (c) The Optionee understands that the Securities have not been
         registered,  but are being  acquired by reason of a specific  exemption
         under the Securities Act, as well as under certain state statutes,  for
         transactions  by an issuer not involving  any public  offering and that
         any disposition of the Securities may, under certain circumstances,  be
         inconsistent   with  this  exemption  and  may  make  the  Optionee  an
         "underwriter" within the meaning of the Securities Act.

                  (d) The Optionee  understands that (i) after one year from the
         later of the date the  Securities  are acquired  from the Company or an
         affiliate  of  the  Company  and  the  full  purchase  price  or  other
         consideration  is paid,  all as  calculated  in  accordance  with  Rule
         144(d),  sales of the  Securities  in  reliance on Rule 144 can only be
         made in limited  amounts in accordance with the terms and conditions of
         that rule;  (ii) after two years from the date the Securities are fully
         paid for, as calculated in accordance with Rule 144(d), such Securities
         can  generally be sold without  meeting these  conditions  provided the
         holder  is not (and has not been for the  preceding  three  months)  an
         affiliate  of the  Company;  (iii) the  Company  may refuse to register
         transfer of the  Securities in the absence of compliance  with Rule 144
         unless  the  Optionee  furnishes  the  Company  with a  "no-action"  or
         interpretative letter from the Securities and Exchange Commission or an
         opinion of counsel  reasonably  acceptable to the Company  stating that
         the transfer is proper;  further,  unless such letter or opinion states
         that such Securities are free of any restrictions  under the Securities
         Act,  the  Company  may  refuse  to  transfer  the  Securities  to  any
         transferee  who does not  furnish in writing  to the  Company  the same
         representations  and agree to the same  conditions with respect to such
         Securities  as are set  forth  herein;  and (iv) the  Company  may also
         refuse to transfer  such  Securities if any  circumstances  are present
         reasonably  indicating that the  transferee's  representations  are not
         accurate.

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                  (e) The Optionee understands that the resale of the Securities
         must be effected in reliance on exemptions from registration  under the
         Securities  Act and  applicable  state  securities  laws.  The Optionee
         understands  that such an exemption  may not be available  and, in such
         case, it would not be able to resell such Securities held.

         8. Validity and  Construction.  The validity and  construction  of this
Option shall be governed by the laws of the state of Nevada.

         EXECUTED as of the date first above written.

                                                  Company:
                                                  FORELAND CORPORATION

                                                  By: /s/ Bruce C. Decker
                                                     ---------------------------
                                                     Its duly authorized officer


                                                  Optionee:
                                                  2N COMPANY, L.L.C.

                                                  By:
                                                     ---------------------------
                                                     Its duly authorized officer


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