[Letterhead Century Capital Management Ltd.]
                                                                  CONFIDENTIAL

AUTOEYE INC.                                         TEACO PROPERTIES LTD.
Suite 1650 Waterfront Centre                         649 Belle View Place
200 Burrard Street                                   Nanaimo, British Columbia
Vancouver, British Columbia                          V9V 1B5
V6C 3L6

JOE PERRATON                                         LARA PERRATON
7491 Elizabeth Way                                   485 Howard Avenue
Lantzville, British Columbia                         Nanaimo, British Columbia
V0R 2H0                                              V9R 3S2

THE FOREST INDUSTRY ONLINE INC.
P.O. Box 49170
2000 - 595 Burrard Street
Vancouver, British Columbia
V7X 1R7

Dear Sirs:

         Re:      Autoeye Inc.
                  Acquisition of The Forest Industry Online Inc.

This letter  agreement  (the  "Agreement")  sets forth the terms and  conditions
under which Autoeye Inc.  ("Autoeye"),  The Forest Industry Online Inc. ("Forest
Industry",  and together with Autoeye the  "Companies"),  Teaco  Properties Ltd.
("Teaco"), Joe and Lara Perraton (Teaco, Joe and Lara Perraton being hereinafter
referred to as the "Shareholders") have retained Century Capital Management Ltd.
("Century"):   (i)  to  act  as  Autoeye's  exclusive  financial  consultant  in
connection  with  its  acquisition  of  Forest  Industry;  (ii)  to  act  as the
Shareholder's  financial  consultant in  connection  with their  disposition  of
Forest  Industry;  and  (iii)  to  act  as the  Companies'  exclusive  financial
consultant in connection with the development of their business plan.

1.   Century will assist the  Companies  and the  Shareholders  in effecting the
     acquisition by Autoeye of Forest  Industry on terms  acceptable to them. In
     this regard, we propose to undertake the following activities:

     a.)  drafting  agreements  for  discussion  purposes and further  review by
          legal counsel; and

     b.)  assisting the Companies in the  development of their business plan and
          the  preparation,  where required by applicable  securities laws, of a
          Private  Offering   Memorandum  (the   "Memorandum")   describing  the
          Companies (on a pro forma basis),  their business,  proposed  business
          and  the  terms  of  the  specific  financing   contemplated  therein.
          Responsibility for the contents of such Memorandum and


<PAGE>

          its conformity with the requirements of all applicable securities laws
          shall be solely that of the Companies, and the Memorandum shall not be
          made available to or used in discussions  with  prospective  investors
          until  both the  Memorandum  and its use for that  purpose  have  been
          approved by the Companies.

2.   It is  acknowledged  by the  Companies  and the  Shareholders  that neither
     Century nor any of its  representatives  are registered with or licensed by
     any  securities  commission or like  authority as an  underwriter,  broker,
     dealer or financial advisor and that the services to be provided by Century
     to the Companies and the Shareholders hereunder shall expressly not include
     trading in securities  (either as principal or agent),  participating  in a
     distribution of securities  which is not exempted from the  requirements of
     applicable  securities  laws, or engaging in or professing to engage in the
     business  of  advising  other  with  respect  to  a  purchase  or  sale  of
     securities.

3.   The Companies and the Shareholders agree that in consideration of Century's
     services  hereunder  Century will be paid by Autoeye,  concurrent  with the
     closing of the acquisition by Autoeye of Forest Industry,  a consulting fee
     (the "Fee") of  US$1,312.50  $862.50  payable by the issuance to Century at
     closing of 37,500  shares of  Autoeye's  common  stock  ("Autoeye  Shares")
     valued at a price of $0.035 $0.023 per Autoeye Share.

4.   Century acknowledges that the certificates  representing any Autoeye Shares
     issued to Century  shall be subject to the resale  restrictions  imposed by
     Rule 144 as promulgated under the Securities Act of 1933 and 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.

     Century  further  acknowledge  that trades of any Autoeye Shares by Century
     within  British  Columbia  will be subject to  restrictions  imposed by the
     Securities  Act (British  Columbia) and that the Autoeye  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 Autoeye Shares (and a final receipt
     obtained for such  prospectus)  or an exemption from the  registration  and
     prospectus requirements may be relied upon.

5.   Autoeye agrees to register with the Securities and Exchange  Commission the
     resale  of any  Autoeye  Shares  issued to  Century  under  this  Agreement
     concurrent with the  registration of any securities  issued pursuant to the
     acquisition  by Autoeye of Forest  Industry  or  otherwise  and, if no such
     registration is promptly  undertaken,  to file a registration  statement in
     respect of any Autoeye  Shares issued to Century under this  paragraph with
     the  Securities and Exchange  Commission and under all applicable  Blue Sky
     Laws within  forty-five  days of the closing of the  acquisition and to use
     its best efforts to make same effective as soon as feasible and to maintain
     the  effectiveness  of such  registration  for a period of one  hundred and
     eighty days thereafter.

6.   In addition to the foregoing fees Autoeye agrees, upon request from time to
     time,  to  promptly  reimburse  Century  for  all  out-of-pocket  expenses,
     including,  but not  limited to, such costs as  printing,  telephone,  fax,
     courier  service,  copying,  accommodations  and travel and direct computer

<PAGE>


     expenses, secretarial overtime and fees and disbursements of legal counsel.

7.   It is agreed that Autoeye  hereby  engages  Century to act as its exclusive
     financial  consultant in connection with any issuance by Autoeye of debt or
     equity or equity-related securities ("Financing") for a period (the "Term")
     of twelve months  commencing on the execution date of this  Agreement.  The
     fees  to be paid  to  Century  by  Autoeye  for  these  services  shall  be
     reasonable  and Autoeye and Century  agree to negotiate in good faith these
     fees.  Notwithstanding  the  foregoing,  Century  may at its  sole  option,
     terminate its obligation  hereunder if, in the opinion of Century, a change
     has occurred in Autoeye's  business or  prospectus,  or the  composition of
     Autoeye's management or Board of Directors. It is expressly understood that
     the   provisions   relating  to  the  payment  of  fees  and  expenses  and
     indemnification   will  survive  any  such  termination  or  completion  of
     Century's services hereunder.

8.   The  Companies  and the  Shareholders  covenant and agree with Century that
     they shall not, for a period of twenty-four  (24) months following the date
     of this  Agreement,  take any action to cause or result in a stock split or
     reverse stock split of capital  stock,  change any  attributes of Autoeye's
     capital  stock,  or  create,  issue or amend any new  series  of  Autoeye's
     capital stock other than for acquisitions,  third party financing, or other
     bona fide corporate purposes of Autoeye including, without limitation, debt
     conversions,  settlements of outstanding  accounts payable  obligations and
     contracts with public relations or investor relations firms.

9.   In connection with Century's engagement, the Companies and their directors,
     officers,  employees,  representatives and agents will furnish Century with
     all  data,  material,   and  information   concerning  the  Companies  (the
     "Information")  which  Century  reasonably  requests,  all of which will be
     accurate and complete in all material  respects at the time furnished.  The
     Companies   recognize  and  confirm  that  in  undertaking  the  engagement
     contemplated  hereby,  Century will be using and relying exclusively on the
     Information provided by the Companies without independent  verification and
     without  performing  any  appraisal  of the  assets  or  businesses  of the
     Companies. Century is hereby authorized to use and deliver the Information,
     and any other data obtained by Century from reliable published sources,  in
     accordance with this Agreement and without  limitation.  In connection with
     the  engagement of Century  hereunder,  the  Companies  have entered into a
     separate letter agreement (the  "Indemnification  Agreement"),  dated as of
     the date hereof,  providing for the  indemnification of Century and certain
     related parties by the Companies.

10.  In the  performance  of  its  obligations  hereunder  Century  shall  be an
     independent contractor of the Companies and the Shareholders. Century shall
     perform  the  services  enumerated  herein  according  to its own means and
     methods of work and shall not be subject to the control or  supervision  of
     the  Companies or the  Shareholders.  The  Companies  and the  Shareholders
     acknowledge  that nothing in this  Agreement  shall be construed to require
     Century to provide  services to the  Companies or the  Shareholders  at any
     specific time or in any specific place or manner.

11.  This Agreement and the Indemnification Agreement, when executed, constitute
     the entire agreement  between us and supersede and take precedence over all
     prior  agreements  or  understandings,  whether  oral or  written,  between
     Century and the Companies or Century and the  Shareholders  and may only be
     modified by written agreement which is signed by all parties hereto.

<PAGE>


12.  No waiver of any of the  provisions  of this  Agreement  shall be deemed or
     shall constitute a waiver of any other provision hereof and no waiver shall
     constitute a continuing  waiver.  No waiver shall be binding unless written
     notice  thereof is  delivered  by the party  making the waiver to the other
     parties.

13.  The offer contained herein will expire and be of no further force or effect
     unless  accepted  in writing  prior to the close of business on January 20,
     2000.

14.  The  Companies and the  Shareholders  agree that the existence and terms of
     this Agreement are confidential and shall not be disclosed to any person or
     entity until such  disclosure  is approved in advance by Century in writing
     and then only to the person or entity specified in such approval in writing
     by Century.

15.  Century has obtained  legal advice  concerning  this  Agreement  and hereby
     requests that the Companies and the Shareholders  obtain  independent legal
     advice with respect to same before executing this Agreement.  The Companies
     and  Shareholders,  in executing this  Agreement,  represent and warrant to
     Century that they have been so advised to obtain  independent legal advice,
     and that prior to the  execution  of this  Agreement  they have so obtained
     independent  legal  advice  or have,  in their  discretion,  knowingly  and
     willingly elected not to do so.

16.  Century  is not a law firm or an  accounting  firm.  Century  does  however
     employ professionals in those capacities from time to time to better enable
     Century to provide the services  enumerated  herein.  The Companies and the
     Shareholders  represent,  warrant and covenant that they will not rely upon
     any  legal  or  financial  representation  made by  Century  and  that  the
     Companies and the Shareholders  will continue to seek the independent legal
     advise of legal and financial counsel regarding all material aspects of the
     transactions  contemplated by this  Agreement,  including the review of all
     documents  provided by Century to the Companies and the  Shareholders.  The
     Companies  acknowledge  that the lawyers,  accountants  and other  advisors
     employed by Century represent the interests of Century solely,  and that no
     representation or warranty has been given to the Companies by Century as to
     any legal, tax, accounting,  financial or other aspects of the transactions
     contemplated by this Agreement.

17.  Century  utilizes  lawyers  to assist  it in  preparing  the  documentation
     required to effectuate the transactions contemplated by this Agreement. The
     lawyers utilized by Century represent only Century's interests in providing
     the services  contemplated  hereunder  and do not in any way  represent the
     interests of any party to this Agreement other than Century.



                  [Remainder of page intentionally left blank]


<PAGE>


Please confirm that the foregoing  correctly sets forth our agreement by signing
and returning to us the enclosed  duplicate copy of this Agreement together with
the  Indemnification  Agreement.  We look forward to working with you and to the
successful conclusion of this engagement.

                                Yours very truly,

                         CENTURY CAPITAL MANAGEMENT LTD.

                             /s/  ANDREW HROMYK
                                  --------------
                                  Andrew Hromyk
                                  President

Accepted and Agreed to as of the 20 day of January, 2000.



AUTOEYE INC.                                         TEACO PROPERTIES LTD.


/s/ANDREW HROMYK                                     /s/ MARC WHITE
----------------------                               ------------------------
Andrew Hromyk                                        Marc White
President                                            Secretary




/s/ JOE PERRATON                                      /s/LARA PERRATON
----------------------                               ------------------------
Joe Perraton                                         Lara Perraton

THE FOREST INDUSTRY ONLINE INC.


/s/ JOE PERRATON
----------------------
Joe Perraton
President