CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made as of the 31st day of January, 2001

BETWEEN:

          International PBX Ventures Ltd.THE FOREST INDUSTRY ONLINE INC., a body
          corporate  formed  pursuant  to the laws of the  Province  of  British
          Columbia

          (the "Forest Industry")

AND:

          forestindustry.com, Inc., a body corporate formed pursuant to the laws
          of the State of Delaware and having its  registered  office located at
          Suite 11, 2480 Kenworth Road, Nanaimo, British Columbia, V9T 3Y3

          (the "Company")

AND:

          JOE PERRATON,  Businessman, of 7491 Elizabeth Way, Lantzville, British
          Columbia, V0R 2H0

          (the "Consultant")

WHEREAS:

A.   Forest  Industry  is a  subsidiary  of the  Company  and  entered  into  an
     employment  agreement (the  "agreement") with the Consultant on January 31,
     2000;

B.   the Consultant is experienced in and  knowledgeable  in the business of the
     Company, and the industry within which the Company operates;

C.   the Company  requires the services of the  Consultant and wishes to replace
     the agreement with this employment agreement as permitted by section 5.3 of
     the agreement; and,

D.   the Company wishes to employ the Consultant on the terms and conditions set
     forth herein;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and
the mutual  covenants,  agreements,  representations  and  warranties  contained
herein, the parties hereto hereby agree as follows:

<PAGE>2

                                    ARTICLE 1
                                   EMPLOYMENT

Employment

1.1 The Company  hereby agrees to employ the Consultant as its president and the
Consultant  agrees to continue to act as President  for the Forest  Industry and
the Consultant accepts such employment.  In such capacity,  the Consultant shall
have the duty and  responsibility  to operate the daily  business of the Company
and shall  report to and be directly  responsible  to the boards of directors of
the Company (the "Board").

Term

1.2 The term of this Agreement shall be for a period of two years  commencing on
the  date  of  this  Agreement   (the  "Term")  and  this  Agreement   shall  be
automatically  extended  on a monthly  basis  thereafter  unless  terminated  in
accordance with the provisions of section 1.5 hereof.

Salary

1.3 The  Company  shall pay to the  Consultant,  in the  aggregate,  a salary of
Cdn$70,000  annum,  payable  semi-monthly or at such other interval to be agreed
upon by the Board.  The parties hereto agree that the Board will review the said
salary when any other senior management  Consultant is hired, and in addition on
at least an  annual  basis  and will  make any  adjustments  it  determines  are
reasonable  in the sole opinion of the Board,  which  adjustments  may take into
account but not limited to the  Consultant's  performance  and the financial and
operating success of the Company in the preceding period.

Benefits

1.4 The Consultant  shall be entitled to participate in any benefits package put
in  place  by the  Company  from  time to time for the  benefit  of  Consultants
generally.

Termination

1.5 Either party may terminate this Agreement without cause upon 90 days written
notice (or salary in lieu thereof) being provided to the other party.

Entire Agreement

1.6 This  Agreement  constitutes  the entire  understanding  between the parties
concerning  the subject  matter hereof and supersedes in whole any other written
agreements between the Company or Forest Industry and the Consultant.

Amendment

1.7 This Agreement may be modified or amended and any  modification or amendment
shall be in writing and signed by both parties.

<PAGE>

Successors and Assigns

1.8 This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.

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

                                                THE FOREST INDUSTRY ONLINE INC.

/s/ Joanie Bremner                           By:  /s/  Joe Perraton
------------------------------------             -----------------------------
Witness                                          Authorized Signatory

------------------------------------
Name

------------------------------------
Address

                                                 FORESTINDUSTRY.COM, INC.


/s/  Joanie Bremner                          By:  /s/  Joe Perraton
------------------------------------             -----------------------------
Witness                                          Authorized Signatory

------------------------------------
Name

------------------------------------
Address



/s/  Joanie Bremner                          By:  /s/  Joe Perraton
------------------------------------             -----------------------------
Witness                                          JOE PERRATON

------------------------------------
Name

------------------------------------
Address



This is Page 3 to the  Employment  Agreement  dated January 01, 2001 between The
Forest Industry Online Inc., forestindustry.com, Inc. and Joe Perraton.