FORESTINDUSTRY.COM, INC.
                                     AMENDED
                             2000 STOCK OPTION PLAN

1.   Purpose of the Plan.  The purposes of this Stock Option Plan are to attract
     and retain  employees,  officers,  directors  and  consultants,  to provide
     additional incentive to such individuals, and to promote the success of the
     Company's  business  by giving  them a financial  interest  with  long-term
     shareholder value.

     Options  granted  hereunder  may  be  either  Incentive  Stock  Options  or
Nonqualified  Stock Options,  at the discretion of the Board and as reflected in
the terms of the written option agreement.

2.   Definitions. As used herein, the following definitions shall apply:

     (a) "Board" shall mean the Committee, if such Committee has been appointed,
or the  Board  of  Directors  of the  Company,  if such  Committee  has not been
appointed.

     (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (c)  "Committee"  shall  mean  the  Committee  appointed  by the  Board  of
Directors in accordance  with  paragraph (a) of Section 4 of the Plan, if one is
appointed;  provided,  however, if the Board of Directors appoints more than one
Committee pursuant to Section 4, then "Committee" shall refer to the appropriate
Committee, as indicated by the context of the reference.

     (d)   "Common   Shares"   shall  mean  the   shares  of  Common   Stock  of
forestindustry.com, Inc.

     (e) "Company" shall mean  forestindustry.com,  Inc., a Delaware corporation
and any successor thereto.

     (f) "Continuous Status as an Eligible Person" shall mean the absence of any
interruption or termination of service as an Eligible Person.  Continuous Status
as an Eligible  Person shall not be considered  interrupted  in the case of sick
leave,  maternity leave, infant care leave, medical emergency leave or any other
leave of absence  authorized in writing by a Vice President of the Company prior
to its commencement.

     (g) "Eligible Person" means, in the case of the grant of an Incentive Stock
Option Plan, all employees of the Company or a subsidiary of the Company and, in
the case of a Non-qualified  Stock Option, any director,  officer or employee of
the  Company or other  person who,  in the  opinion of the Board,  is  rendering
valuable services to the Company,  including without limitation,  an independent
contractor, outside consultant, or advisor to the Company.

<PAGE>


     (h) "Employee" shall mean any person,  including officers,  employed by the
Company or any Parent or Subsidiary of the Company.

     (i) "Incentive  Stock Option" shall mean any Option  intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code.

     (j)  "Maximum  Annual  Employee  Grant" shall have the meaning set forth in
Section 5(e).

     (k)  "Non-Employee  Director"  shall  have the same  meaning  as defined or
interpreted  for  purposes of Rule 16b-3  (including  amendments  and  successor
provisions) as promulgated by the Securities and Exchange Commission pursuant to
its authority under the Exchange Act ("Rule 16b-3").

     (l)  "Nonqualified  Stock  Option"  shall  mean an Option not  intended  to
qualify as an Incentive Stock Option.

     (m) "Option" shall mean a stock option granted pursuant to the Plan.

     (n) "Optioned Shares" shall mean the Common Shares subject to an Option.

     (o) "Optionee" shall mean an Employee who receives an Option.

     (p)  "Outside   Director"  shall  have  the  same  meaning  as  defined  or
interpreted for purposes of Section 162(m) of the Code.

     (q) "Parent"  shall mean a "parent  corporation,"  whether now or hereafter
existing, as defined in Section 424(e) of the Code.

     (r) "Plan" shall mean this 2000 Stock Option Plan, including any amendments
thereto.

     (s) "Share" shall mean one share of the Company's Common Stock, as adjusted
in accordance with Section 11 of the Plan.

     (t) "Subsidiary"  shall mean (i) in the case of an Incentive Stock Option a
"subsidiary  corporation,"  whether  now or  hereafter  existing,  as defined in
Section 424(f) of the Code, and (ii) in the case of a Nonqualified Stock Option,
in addition to a subsidiary  corporation as defined in (i), a limited  liability
company, partnership or other entity in which the Company controls 50 percent or
more of the voting power or equity interests.

     (u) "Tax Date" means the date defined in Section 8(d).
<PAGE>

     (v)  "Vesting  Date"  means the date on which an Option  becomes  wholly or
partially exercisable, as determined by the Board in its sole discretion.

     3. Shares  Subject to the Plan.  Subject to the provisions of Section 11 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is 500,000 Shares. The Shares may be authorized, but unissued, or
reacquired Shares.

     If an Option should expire or become  unexercisable  for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall,  unless the Plan shall have been terminated,  become available for future
grant under the Plan.

     4. Administration of the Plan.

     (a) Procedure.  The Plan shall be administered by the Board of Directors of
the Company.

          (1) The Board of  Directors  may appoint one or more  Committees  each
     consisting  of not less  than two  members  of the  Board of  Directors  to
     administer  the Plan on behalf of the Board of  Directors,  subject to such
     terms  and  conditions  as the  Board  of  Directors  may  prescribe.  Once
     appointed, such Committees shall continue to serve until otherwise directed
     by the Board of Directors.

          (2) Any grants of Options to officers who are subject to Section 16 of
     the Securities  Exchange Act of 1934 (the "Exchange  Act") shall be made by
     (i) a Committee of two or more  directors,  each of whom is a  Non-Employee
     Director  and an Outside  Director or (ii) as  otherwise  permitted by both
     Rule 16b-3, Section 162(m) of the Code and other applicable regulations.

          (3) Subject to the foregoing  subparagraphs  (1) and (2), from time to
     time the Board of Directors may increase the size of the  Committee(s)  and
     appoint additional members thereof,  remove members (with or without cause)
     and appoint new members in substitution therefor, or fill vacancies however
     caused.

     (b) Powers of the Board.  Subject to the  provisions of the Plan, the Board
shall  have the  authority,  in its  discretion:  (i) to grant  Incentive  Stock
Options or  Nonqualified  Stock Options;  (ii) to determine,  in accordance with
Section  8(b) of the  Plan,  the  fair  market  value  of the  Shares;  (iii) to
determine,  in accordance  with Section 8(a) of the Plan, the exercise price per
Share of Options to be granted; (iv) to determine the Employees to whom, and the
time or times at which,  Options shall be granted and the number of Shares to be
represented by each Option; (v) to interpret the Plan; (vi) to prescribe, amend,
and rescind rules and regulations  relating to the Plan;  (vii) to determine the
terms and provisions of each Option  granted (which need not be identical)  and,
with the consent of the holder thereof,  modify or amend each Option;  (viii) to
reduce the exercise price per Share of outstanding and unexercised Options; (ix)

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to  accelerate  or defer (with the consent of the Optionee) the exercise date of
any Option;  (x) to authorize any person to execute on behalf of the Company any
instrument  required to effectuate the grant of an Option previously  granted by
the  Board;  and (xi) to make  all  other  determinations  deemed  necessary  or
advisable for the administration of the Plan.

            (c) Effect of Board's Decision. All decisions,  determinations,  and
interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.

5.   Eligibility.

     (a) Options may be granted to any Eligible  Person.  Subject to the express
provisions  of the Plan,  the Board shall  determine  from the Eligible  Persons
those individuals to whom Options under the Plan may be granted.

     (b) Each Option  shall be  designated  in the written  option  agreement as
either an  Incentive  Stock  Option or a  Nonqualified  Stock  Option.  However,
notwithstanding such designations,  to the extent that the aggregate fair market
value of the Shares with respect to which Options  designated as Incentive Stock
Options are  exercisable  for the first time by any Optionee during any calendar
year (under all plans of the Company)  exceeds  $100,000,  such Options shall be
treated as Nonqualified Stock Options.

     (c) For purposes of Section  5(b),  Options  shall be taken into account in
the order in which they were  granted,  and the fair market  value of the Shares
shall be  determined  as of the time the Option  with  respect to such Shares is
granted.

     (d) Nothing in the Plan or any Option granted  hereunder  shall confer upon
any Optionee  any right with  respect to  continuation  of  employment  with the
Company,  nor shall it  interfere  in any way with the  Optionee's  right or the
Company's  right to terminate the employment  relationship  at any time, with or
without cause.

     (e) The maximum number of Shares with respect to which an Option or Options
may be granted to any Employee in any one taxable year of the Company  shall not
exceed 50,000 Shares (the "Maximum Annual Grant").

6.   Term of Plan.  The Plan shall  become  effective  upon its  adoption by the
     Board.  It shall continue in effect until February 29, 2010,  unless sooner
     terminated under Section 14 of the Plan.

7.   Term of  Option.  The term of each  Option  shall be no more  than ten (10)
     years from the date of grant.  However,  in the case of an Incentive  Stock
     Option granted to an Optionee who, at the time the Option is granted,  owns
     Shares  representing more than ten percent (10%) of the voting power of all
     classes of shares of the Company or any Parent or  Subsidiary,  the term of
     the Option shall be no more than five (5) years from the date of grant.
<PAGE>

8.   Exercise Price and Consideration.

     (a) The per Share exercise price under each Option shall be such
price as is determined by the Board, subject to the following:

          (1) In the case of an Incentive Stock Option

               (i) granted to an Employee  who, at the time of the grant of such
          Incentive Stock Option, owns shares representing more than ten percent
          (10%) of the voting  power of all  classes of shares of the Company or
          any Parent or  Subsidiary,  the per Share  exercise  price shall be no
          less  than  110% of the fair  market  value  per  Share on the date of
          grant.

               (ii) granted to any other Employee,  the per Share exercise price
          shall be no less than 100% of the fair  market  value per Share on the
          date of grant.

          (2) In the case of a Nonqualified  Stock Option the per Share exercise
     price may not be less than the fair  market  value per Share on the date of
     grant.

     (b) The fair market value per Share shall be the closing price per Share on
the Nasdaq Stock Market ("Nasdaq") on the date of grant or the closing bid price
in the over-the-counter market, if other than Nasdaq.

     (c) The  consideration to be paid for the Shares to be issued upon exercise
of an Option,  including the method of payment, shall be determined by the Board
at the time of grant and may consist of cash and/or  check.  Payment may also be
made by delivering a properly executed exercise notice together with irrevocable
instructions  to a broker to promptly  deliver to the Company the amount of sale
proceeds  necessary to pay the exercise  price. If the Optionee is an officer of
the  Company  within the  meaning of Section 16 of the  Exchange  Act, he may in
addition be allowed to pay all or part of the purchase price with Shares. Shares
used by officers to pay the exercise  price shall be valued at their fair market
value on the exercise date.

     (d) Prior to  issuance  of the  Shares  upon  exercise  of an  Option,  the
Optionee shall pay any federal, state, local or other withholding obligations of
the Company,  if  applicable.  Any such payment must be made  promptly  when the
amount of such obligation becomes  determinable (the "Tax Date"). If an Optionee
is an officer of the Company  within the  meaning of Section 16 of the  Exchange
Act, he may elect to pay such  withholding tax obligations by having the Company
withhold Shares having a value equal to the amount required to be withheld.  The
value of the Shares to be  withheld  shall  equal the fair  market  value of the
Shares on the day the Option is exercised. The right of an officer to dispose of
Shares to the Company in satisfaction  of withholding  tax obligations  shall be
deemed  to be  approved  as part  of the  initial  grant  of an  option,  unless
thereafter rescinded,  and shall otherwise be made in compliance with Rule 16b-3
and other applicable regulations.

<PAGE>


9.   Exercise of Option.

     (a) Procedure for Exercise;  Rights as a  Shareholder.  Any Option  granted
hereunder  shall be  exercisable  at such  times and under  such  conditions  as
determined by the Board at the time of grant, and as shall be permissible  under
the terms of the Plan.

          An Option may not be exercised for a fraction of a Share.

     An Option  shall be  deemed to be  exercised  when  written  notice of such
exercise  has been  given to the  Company  in  accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the Option is exercised  has been  received by the
Company.  Full  payment  may,  as  authorized  by  the  Board,  consist  of  any
consideration  and method of payment  allowable  under Section 8(c) of the Plan.
Until the issuance (as  evidenced by the  appropriate  entry on the books of the
Company or of a duly  authorized  transfer  agent of the  Company)  of the share
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a  shareholder  shall exist with respect to the Optioned  Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such share  certificate  promptly upon exercise of the Option. In the
event that the  exercise  of an Option is treated in part as the  exercise of an
Incentive  Stock  Option and in part as the  exercise  of a  Nonqualified  Stock
Option  pursuant to Section 5(b),  the Company  shall issue a share  certificate
evidencing  the Shares  treated as acquired  upon the  exercise of an  Incentive
Stock Option and a separate share  certificate  evidencing the Shares treated as
acquired upon the exercise of a  Nonqualified  Stock Option,  and shall identify
each such certificate  accordingly in its share transfer records.  No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the share  certificate  is issued,  except as provided in Section 11 of
the Plan.

     Exercise  of an Option in any  manner  shall  result in a  decrease  in the
number of Shares,  which  thereafter may be available,  both for purposes of the
Plan and for sale  under  the  Option,  by the  number of Shares as to which the
Option is exercised.

     (b) Termination of Status as an Eligible Person.

          (1) In the event of termination of an Optionee's  Continuous Status as
     an Eligible Person,  such Optionee may exercise stock options to the extent
     exercisable  on the date of  termination.  Such  exercise must occur within
     thirty (30) days (or such  shorter  time as may be specified in the grant),
     after the date of such  termination (but in no event later than the date of
     expiration  of the  term  of  such  Option  as  set  forth  in  the  Option
     Agreement).  To the extent that the  Optionee  was not entitled to exercise
     the  Option  at the date of such  termination,  or does not  exercise  such
     Option within the time specified herein, the Option shall terminate.

<PAGE>


          If an Optionee granted an Incentive Stock Option terminates employment
     but  continues  as a  consultant,  advisor or in a similar  capacity to the
     Company or a  Subsidiary,  Optionee  need not  exercise  the Option  within
     thirty  (30) days of  termination  of  employment  but shall be entitled to
     exercise  within three months of  termination of services to the Company or
     the  Subsidiary  (one year in the event of permanent  disability or death).
     However,  if  Optionee  does  not  exercise  within  thirty  (30)  days  of
     termination  of  employment,  the Option will not  qualify as an  Incentive
     Stock Option.

     (2) Termination of  Consulting/Directorship.  If for any reason an Optionee
ceases  to  be a  consultant  or  director  of  the  Company,  or a  Subsidiary,
Non-qualified  Stock Options held at the date of such termination (to the extent
then exercisable) may be exercised,  in whole or in part, at any time within the
period  specified in the Option  Agreement (but in no event after the earlier of
(i) the expiration date of the Option as set forth in the Option Agreement,  and
(ii) ten years from the Grant  Date),  or such lesser  period  specified  by the
Board.

     (c) Disability of Optionee.  Notwithstanding the provisions of Section 9(b)
above, in the event of termination of an Optionee's status as an Eligible Person
as a result of total and permanent  disability (i.e., the inability to engage in
any  substantial  gainful  activity  by  reason  of any  medically  determinable
physical or mental  impairment which can be expected to result in death or which
has lasted or can be  expected  to last for a  continuous  period of twelve (12)
months),  the Optionee  may  exercise the Option,  but only to the extent of the
right  to  exercise  that  would  have  accrued  had the  Optionee  remained  in
Continuous Status as an Eligible Person for a period of twelve (12) months after
the date on which  the  Optionee  ceased  working  as a result  of the total and
permanent  disability.  Such exercise must occur within eighteen (18) months (or
such  shorter  time as is  specified  in the  grant)  from the date on which the
Eligible Person ceased working as a result of the total and permanent disability
(but in no event later than the date of expiration of the term of such Option as
set forth in the Option  Agreement).  To the extent that the  Optionee  does not
exercise  such  Option  within  the time  specified  herein,  the  Option  shall
terminate.

     (d) Death of  Optionee.  Notwithstanding  the  provisions  of Section  9(b)
above, in the event of the death of an Optionee:

          (1) who is at the time of death an Eligible Person,  the Option may be
     exercised,  at any time within six (6) months  following  the date of death
     (but in no event  later  than the  date of  expiration  of the term of such
     Option as set forth in the Option  Agreement),  by the Optionee's estate or
     by a person who  acquired  the right to  exercise  the Option by bequest or
     inheritance, to the extent of the right to exercise that would have accrued
     had the Optionee  continued living and remained in Continuous  Status as an
     Eligible Person twelve (12) months after the date of death; or

          (2) whose  Continuous  Status as an Eligible Person has terminated but
     whose post-termination  Option exercise period has not yet expired prior to

<PAGE>


     the date of death, the Option may be exercised,  at any time within six (6)
     months  following the date of death (but in no event later than the date of
     expiration  of the  term  of  such  Option  as  set  forth  in  the  Option
     Agreement),  by the Optionee's estate or by a person who acquired the right
     to exercise the Option by bequest or inheritance, but only to the extent of
     the right to exercise that had accrued at the date of termination.

     (e)  Notwithstanding  subsections  (b), (c), and (d) above, the Board shall
have the authority to extend the expiration  date of any  outstanding  option in
circumstances in which it deems such action to be appropriate  (provided that no
such  extension  shall extend the term of an option beyond the date on which the
option would have expired if no termination of the Optionee's  Continuous Status
as an Eligible Person had occurred).

10.  Non-Transferability  of  Options.  The  Option  may not be  sold,  pledged,
     assigned,  hypothecated,  transferred,  or disposed of in any manner  other
     than  by  will  or by the  laws  of  descent  or  distribution  and  may be
     exercised,  during the  lifetime  of the  Optionee,  only by the  Optionee;
     provided that the Board may permit further transferability, on a general or
     specific basis, and may impose  conditions and limitations on any permitted
     transferability.

     11.  Adjustments Upon Changes in Capitalization  or Merger.  Subject to any
required action by the shareholders of the Company, the number of Shares covered
by each  outstanding  Option,  the Maximum Annual Grant and the number of Shares
which  have  been  authorized  for  issuance  under  the Plan but as to which no
Options  have yet been  granted  or which  have been  returned  to the Plan upon
cancellation or expiration of an Option,  as well as the price per Share covered
by each such  outstanding  Option,  shall be  proportionately  adjusted  for any
increase  or  decrease  in the number of issued  Shares  resulting  from a stock
split, reverse stock split, stock dividend,  combination, or reclassification of
the Shares,  or any other  increase  or decrease in the number of issued  Shares
effected  without receipt of consideration  by the Company;  provided,  however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration."  Such adjustment shall
be made by the  Board,  whose  determination  in that  respect  shall be  final,
binding, and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of any class,  or  securities  convertible  into shares of any
class,  shall affect,  and no  adjustment  by reason  thereof shall be made with
respect to, the number or price of Shares subject to an Option.

     In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate  immediately  prior to the  consummation  of such proposed
action,  unless otherwise  provided by the Board. The Board may, in the exercise
of its  sole  discretion  in such  instances,  declare  that  any  Option  shall
terminate  as of a date fixed by the Board and give each  Optionee  the right to
exercise  an  Option  as to all or any part of the  Optioned  Shares,  including
Shares as to which the Option would not otherwise be  exercisable.  In the event
of a proposed sale of all or substantially all of the assets of the Company,  or
the merger of the Company with or into another corporation, each Option shall be
assumed  or  an  equivalent  option  shall  be  substituted  by  such  successor
corporation or a parent or subsidiary of such successor corporation, unless such

<PAGE>


successor  corporation  does not agree to assume the Option or to  substitute an
equivalent  option, in which case the Board shall, in lieu of such assumption or
substitution,  provide for the Optionee to have the right to exercise the Option
as to all of the Optioned Shares,  including Shares as to which the Option would
not otherwise be exercisable.  If the Board makes an Option fully exercisable in
lieu of assumption or  substitution  in the event of a merger or sale of assets,
the Board shall notify the Optionee  that the Option shall be fully  exercisable
for a period of fifteen (15) days from the date of such  notice,  and the Option
will terminate upon the expiration of such period.

     12. Time of Granting Options. The date of grant of an Option shall, for all
purposes,  be the date on which  the  Company  completes  the  corporate  action
relating  to the grant of an option  and all  conditions  to the grant have been
satisfied, provided that conditions to the exercise of an option shall not defer
the date of grant.  Notice of a grant  shall be given to each  person to whom an
Option is so granted within a reasonable time after the  determination  has been
made.

     13.  Substitutions  and  Assumptions.  The  Board  shall  have the right to
substitute  or assume  Options  in  connection  with  mergers,  reorganizations,
separations,  or other transactions to which Section 424(a) of the Code applies,
provided such  substitutions and assumptions are permitted by Section 424 of the
Code and the regulations promulgated  thereunder.  The number of Shares reserved
pursuant to Section 3 may be  increased by the  corresponding  number of Options
assumed and, in the case of a substitution, by the net increase in the number of
Shares subject to Options before and after the substitution.

     14. Amendment and Termination of the Plan.

     (a)  Amendment and  Termination.  The Board may amend or terminate the Plan
from time to time in such respects as the Board may deem  advisable  (including,
but not limited to amendments  which the Board deems  appropriate to enhance the
Company's ability to claim deductions related to stock option exercises).

     (b) Employees in Foreign  Countries.  The Board shall have the authority to
adopt such  modifications,  procedures,  and  subplans  as may be  necessary  or
desirable to comply with  provisions  of the laws of foreign  countries in which
the  Company or its  Subsidiaries  may  operate to assure the  viability  of the
benefits  from Options  granted to Employees  employed in such  countries and to
meet the objectives of the Plan.

     (c) Effect of Amendment or  Termination.  Any such amendment or termination
of the Plan shall not affect  Options  already  granted and such  Options  shall
remain  in full  force  and  effect  as if this  Plan  had not been  amended  or
terminated, unless mutually agreed otherwise between the Optionee and the Board,
which agreement must be in writing and signed by the Optionee and the Company.

     15. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance

<PAGE>


and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, the
British Columbia  Securities Act and the requirements of any stock exchange upon
which the  Shares  may then be  listed,  and  shall be  further  subject  to the
approval of counsel for the Company with respect to such compliance.

     16. Reservation of Shares. The Company,  during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     17.  Governing Law. This Plan and the rights of all persons under this Plan
shall be construed in  accordance  with and under  applicable  provisions of the
laws of the State of Delaware.

            Adopted by the Board on _______________, 2000.



                                                         -----------------------
                                                           Secretary