CONSULTING AGREEMENT

THIS AGREEMENT is made effective the 24th day of February, 2000

BETWEEN:

          International PBX Ventures Ltd.THE FOREST INDUSTRY ONLINE INC., a body
          corporate  formed  pursuant  to the laws of the  Province  of  British
          Columbia and having an office for  business  located at #6, 2150 Bowen
          Road, Nanaimo, British Columbia V9S 1H7

                                 (the "Company")

AND:

          TODD HILDITCH, Businessman, of 1301-1188 Quebec Street, Vancouver B.C.
          V6A 4B3

                               (the "Consultant")


WHEREAS:

A.   the Company is a wholly-owned  subsidiary of Autoeye,  Inc. ("Autoeye") and
     is engaged in the business of providing direct customer service and support
     to businesses,  individuals and  organizations  within the worldwide forest
     and wood product industries;

B.   the Consultant,  being experienced and knowledgeable in the business of the
     Company and the industry within which the Company  operates,  is seeking to
     be engaged by the Company,  and the Company wishes to engage the Consultant
     on the terms and conditions set forth herein;

C.   in the course of the Consultant's engagement by the Company, the Consultant
     has or will become privy to proprietary and confidential information of the
     Company; and

D.   as an inducement to the Company to engage the  Consultant,  the  Consultant
     has  agreed  to be bound by the  provisions  of this  Agreement  respecting
     confidentiality and competition with the Company.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the mutual covenants and agreements herein contained, the sufficiency whereof is
hereby acknowledged, the parties hereto agree as follows:


                                    ARTICLE 1
                                   ENGAGEMENT

Services to be Performed by the Consultant

1.1  On and subject to the terms and conditions of this  Agreement,  and subject
     to Article 4 hereof,  the Company hereby agrees to retain the Consultant as
     a corporate relations consultant and the Consultant hereby acknowledges and
     affirms such  retainer for a term of twelve  months  commencing on March 1,


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     2000 and continuing until February 28, 2001 (the "Term").

Duties

1.2  The Company  hereby  authorizes  the  Consultant  to perform the  following
     duties in  accordance  with  directions of the President of the Company and
     the terms of this Agreement, which shall include but not be limited to:

     (a)  developing the Company's corporate profile;

     (b)  disseminating  information to the institutional  brokerage  community;
          and

     (c)  providing advice to the Company regarding corporate development.

Time Commitment

1.3  In his capacity as corporate  relations  consultant,  the Consultant  shall
     devote no less than ninety  percent (90%) of his full time and attention to
     performance of his duties for and on behalf of the Company.

Acknowledgement

1.4  It is  acknowledged  by the  Company  and the  Consultant  that he is not a
     registered  representative  nor is the  Consultant  registered  as a broker
     dealer or as an adviser and the services to be performed by the  Consultant
     shall expressly not include any of the following activities:

     (a)  trading in the securities of the Company as principal or agent;

     (b)  participating  or  assisting in a trade of  securities  of the Company
          which is not in compliance with or exempted from applicable securities
          legislation; and

     (c)  engaging  in, or  professing  to engage in, the  business  of advising
          others with respect to the  investment  and/or the purchase or sale of
          the securities of the Company.

                                    ARTICLE 2
                                  COMPENSATION

Compensation to the Consultant

2.1  In  consideration  for the services to be provided by the  Consultant,  the
     Company shall:

     (a)  pay to the Consultant an initial fee of US$4,600.00 (inclusive of GST)
          concurrent  with  the  execution  of this  Agreement,  such  sum to be
          settled by the issuance to the  Consultant of 200,000 shares of common
          stock in the capital of Autoeye,  the Company's sole  shareholder (the
          "Shares"), at a price of US$0.023 per Share;

     (b)  pay to the  Consultant  the sum of  Cdn$3,500  on March 1, 2000 and an
          additional sum of Cdn$3,500 on the first day of each month  thereafter
          during the Term, plus GST; and

<PAGE>


     (c)  pay all  reasonable  travel  expenses  incurred by the Consultant as a
          necessary  part of carrying out the  obligations  described  herein in
          accordance with section 2.2 hereof,  provided such expenses are agreed
          upon in advance by the Company.

Resale Restriction

2.2  The Consultant  acknowledges that he is acquiring the Shares for investment
     purposes  only  and  agrees  that  he will  not  offer,  sell or  otherwise
     transfer,  pledge or hypothecate  any of the Shares (other than pursuant to
     an effective  Registration  Statement  under the Securities Act of 1933, as
     amended) directly or indirectly unless:

     (a)  the sale is to the Company;

     (b)  the sale is made pursuant to the exemption from registration under the
          Securities Act of 1933 provided by Rule 144 thereunder; or

     (c)  the  Shares  are  sold  in  a   transaction   that  does  not  require
          registration  under the Securities Act of 1933 or any applicable  laws
          and  regulations  governing the offer and sale of securities,  and the
          Consultant  has furnished to the Company an opinion of counsel to that
          effect or such other written opinion as may be reasonably  required by
          the Company.

     The  Consultant  further  acknowledge  that  trades  of any  Shares  by the
Consultant  within British  Columbia will be subject to restrictions  imposed by
the  Securities  Act  (British  Columbia)  and that the Shares may not be traded
within  British  Columbia  unless the trade is made solely  through a registered
dealer and a prospectus is filed with the British Columbia Securities Commission
in respect of the Shares (and a final receipt  obtained for such  prospectus) or
an exemption from the  registration  and prospectus  requirements  may be relied
upon.

Legend

2.3  The Consultant  acknowledges  that the certificate  representing the Shares
     shall bear the following legend:

     NO SALE,  OFFER TO SELL,  OR  TRANSFER  OF THE SHARES  REPRESENTED  BY THIS
     CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL
     SECURITIES  ACT OF 1933,  AS AMENDED,  IN RESPECT OF SUCH SHARES IS THEN IN
     EFFECT OR AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF SAID ACT IS
     THEN IN FACT APPLICABLE TO SAID SHARES.

Expenses

2.4  The Consultant  shall provide the Company with a detailed  monthly  invoice
     for expenses incurred in accordance with section 1.1 hereof, which invoices
     shall be paid by the Company  within 30 days of receipt,  provided that the
     Company  shall,  when requested by the  Consultant,  provide the Consultant
     with cash advances in respect of all travel  expenses  (including  airfare,
     hotel and car rental) to be incurred by the  Consultant in carrying out the
     obligations of the Consultant as described herein.

<PAGE>


                                    ARTICLE 3
                       RESPONSIBILITIES OF THE CONSULTANT

Responsibilities

3.1  The Consultant's  responsibilities hereunder shall be to perform the duties
     set forth in Article 1 hereof as directed by the  President  of the Company
     and such other duties as are assigned by the President of the Company.  The
     Consultant  shall, on a best efforts basis,  discharge his duties hereunder
     to the extent  consistent with applicable law including the regulations and
     policies prescribed by any securities  regulatory body to which the Company
     may be subject.  The Consultant shall not have responsibility for providing
     for legal or investment  advice to any person or for assuring or monitoring
     the  qualification  of any  securities of the Company as complying with any
     revisions, restrictions, or exemptions from applicable securities laws. The
     Consultant  shall not be  responsible  for  verifying  the  accuracy of any
     information with respect to the Company and may disclaim responsibility for
     the accuracy of such information and any communication in the course of his
     duties  hereunder,  but the  Consultant  shall  have the right to refuse to
     deliver or disseminate any  information  provided by the Company that fails
     to clearly  indicate that the Company or its management is a source of such
     information,  or that the Consultant  reasonably believes maybe inaccurate,
     incomplete or misleading.

External Materials

3.2  The  Consultant  shall provide the Company with any  materials  prepared in
     conjunction  with  this  Agreement  that  are  intended  to  be  externally
     distributed  prior to such  distribution and the Consultant  further agrees
     that the  distribution  of all such  materials  shall be  subject  to prior
     approval by the Company.

                                    ARTICLE 4
                                      TERM

     This  Agreement  will become  effective  immediately  and will terminate on
February 28, 2001.  Notwithstanding  the  foregoing,  the Company shall have the
right to terminate  this  Agreement  without  cause at any time upon delivery of
fourteen (14) days notice to the Consultant.


                                    ARTICLE 5
                     DISCLOSURE OF CONFIDENTIAL INFORMATION
                           AND COMPETITION PROVISIONS

Trade Secrets

5.1  Before and during the Term,  the  Consultant may have had or have access to
     confidential   information   consisting  of  the  following  categories  of
     information (collectively, the "Trade Secrets"):

     (a)  financial information,  such as the Company's earnings, assets, debts,
          prices,  pricing  structure,  volumes of  purchases  or sales or other
          financial  data,  whether  relating  to the Company  generally,  or to
          particular products, services, geographic areas or time periods;

     (b)  supply and service information, such as goods and services, suppliers'
          names or  addresses,  terms of  supply  or  service  contracts,  or of
          particular  transactions,   or  related  information  about  potential
          suppliers,  to the extent that such information is not generally known

<PAGE>


          to the public,  and to the extent that the combination of suppliers or
          use of a particular  supplier,  though  generally  known or available,
          yields  advantages  to the  Company,  the  details  of  which  are not
          generally known;

     (c)  marketing  information,  such as details  about  ongoing  or  proposed
          marketing programs or agreements by or on behalf of the Company, sales
          forecasts or results of marketing efforts, information about impending
          transactions, or business plans or proposed business plans;

     (d)  personnel  information,  compensation  or other  terms of  employment,
          actual  or  proposed  promotion,  hiring,  resignations,  disciplinary
          actions,   termination   or  reasons   therefor,   training   methods,
          performance,  or other employee  information not including  employees'
          personal or medical histories; or

     (e)  customer  information,  such as any  compilation of past,  existing or
          prospective   customers,   customers'   proposed   agreements  between
          customers and the Company, status of customers' accounts or credit, or
          related information about prospective customers.

Limitation

5.2  The provisions set forth in Section 5.1 hereof do not apply to:

     (a)  information  that by means other than the  Consultant's  deliberate or
          inadvertent  disclosure becomes well known or easily  ascertainable to
          the public or to companies that compete directly with the Company; or

     (b)  disclosures compelled by judicial or administrative  proceedings after
          the Consultant  diligently  tries to avoid each  disclosure and afford
          the  Company  the  opportunity  to  obtain  assurance  that  compelled
          disclosure will receive confidential treatment.

Non-Disclosure and Non-Competition

5.3  During  and  after  the  Term  and  for a  period  of  twelve  (12)  months
     thereafter, the Consultant agrees to:

     (a)  hold the Trade Secrets in confidence  and not to divulge,  communicate
          or transmit the Trade  Secrets to any person  whatsoever  and will not
          make  any  unauthorized  copy  or  use  of the  Trade  Secrets  in any
          capacity, personal or business unrelated to that of the Company;

     (b)  use  the   Trade   Secrets   only  in  the   furtherance   of   proper
          Company-related  reasons for which the Trade  Secrets are disclosed or
          discovered;

     (c)  take  all  reasonable  action  that the  Company  deems  necessary  or
          appropriate  to prevent the  unauthorized  use or  disclosure of or to
          protect the Company's interest in the Trade Secrets; and

     (d)  except on behalf of the  Company,  not to solicit the  business of the
          Company  or  otherwise  conduct  business  (whether  on  behalf of the
          Company or such  other  person or entity  for whom the  Consultant  is
          performing  services after  termination of this Agreement) of the type
          similar  to that of the  Company,  with any  person who is at any time

<PAGE>


          during the term of this  agreement  or during  the  twelve  (12) month
          period thereafter, a customer of the Company.

Acknowledgement

5.4  The Consultant  acknowledges that the covenants set forth in this Article 5
     will not in any way  preclude  the  Consultant  from  engaging  in a lawful
     profession,  trade  or  business  of any  kind or from  becoming  gainfully
     employed  or  retained.  The  Consultant  recognizes  that  the  provisions
     contained in this Article 5 are material to this Agreement.

Return of Materials

5.5  Upon  expiry  of the  Term or upon  termination  of this  Agreement  by the
     Company  pursuant to Article 4 hereof the Consultant  shall promptly return
     to the  Company  all  written or  electronic  information  received  by the
     Consultant  from the  Company,  including  any other notes,  memoranda,  or
     documents  containing  or  reflecting  any  of  such  information  (whether
     prepared by the Company or its advisors or  otherwise)  and will not retain
     any copies,  extracts,  memoranda,  notes, or  reproductions in whole or in
     part of such material. All notes, memoranda,  documents, and other writings
     whatsoever  prepared by the Consultant  based on the foregoing  information
     and not returned to the Company shall be destroyed by the Consultant.


                                    ARTICLE 6
                               GENERAL PROVISIONS

Injunction

6.1  The Consultant  acknowledges that any violation of this Agreement may cause
     the Company  immediate and irreparable  harm and that the damages which the
     Company will suffer may be difficult or impossible  to measure.  Therefore,
     upon any actual or impending violation of this Agreement, the Company shall
     be entitled to the issuance of a restraining  order,  interim and permanent
     injunctions,  without bond,  restraining or enjoining such violation by the
     Consultant. Such remedy shall be additional to and not in limitation of any
     other remedy which may otherwise be available to the Company.

Assignment

6.2  Neither  party shall  assign any of its  rights,  nor  delegate  any of its
     duties, under this Agreement.

Severability

6.3  The Company and the Consultant  hereby  expressly  agree that it is not the
     intention of either party to violate any public policy, statutory or common
     law, and that if any sentence,  paragraph,  clause,  or  combination of the
     same is in violation of the law of any jurisdiction where applicable,  such
     sentence, paragraph, clause, or combination of the same alone shall be void
     in the  jurisdiction  where  it is  unlawful,  and  the  remainder  of such
     paragraph and its agreement  shall remain binding upon the parties  hereto.
     The  parties  further  acknowledge  that it is  their  intention  that  the
     provisions of this agreement be binding only to the extent that they may be
     lawful under existing  applicable laws, and in the event that any provision
     of this  Agreement  is  determined  by a court of law to be overly broad or
     unenforceable, the valid provisions shall remain in full force and effect.


<PAGE>


Applicable Law

6.4  This Agreement shall be governed by the laws of British  Columbia,  and the
     parties  irrevocably submit to the exclusive  jurisdiction of the courts of
     British Columbia with respect to any legal proceedings arising herefrom.

Independent Legal Advice

6.5  The parties  hereto  acknowledge  that they have each received  independent
     legal  advice  with  respect  to  the  terms  of  this  Agreement  and  the
     transactions  contemplated  herein or have knowingly and willingly  elected
     not to do so. The parties  hereto further  acknowledge  that this Agreement
     has been prepared by Century  Capital  Management  Ltd. as a convenience to
     the parties only, and that Century Capital Management Ltd. has not provided
     any of the parties hereto with any professional advice with respect to this
     Agreement.

Relationship

6.6  The  Consultant  is an  independent  contractor  of  the  Company.  Nothing
     contained  in this  agreement  is  intended  to nor shall make any party an
     employee of any other party.


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


THE FOREST INDUSTRY ONLINE INC.



Per:
         Authorized Signatory

TODD HILDITCH