Memorandum of Understanding
                                     between
                      Praxis Technical Group, Inc. (Praxis)
                                       and
                The Forest Industry Online Inc. (Forest Industry)
                                       for
    the provision of technical services by Praxis Technical Group, Inc to The
                          Forest Industry Online Inc.


Forest  Industry  requires  certain  technical  services and Praxis has a unique
capability to provide and wishes to provide those services for Forest  Industry.
The technical services in question are three types:

1. Development and setup of Web-delivered  computer-based  training programs and
the  administration  and management  systems  required to offer a  comprehensive
training program over the Internet.

2.  Technical  design,   software   development  and  hardware  development  and
maintenance  services  required  to  build a  heavy-duty,  multitier,  scalable,
high-capacity,   secure   Internet  server  system  capable  of  meeting  Forest
Industry's  requirements,  and maintenance and development  services required to
expand the system to meet future needs.

3.  Mathematical,  algorithmic  and heuristic  expertise and system  development
ability adequate to build a data analysis and prediction system adequate for the
analysis of data obtained from Crow's  Publications,  Inc. or similar sources to
provide  forecasting and advisory  services to customers of Crow's, or of Forest
Industry.

Praxis understands that both parties intend this to be a long-term relationship,
and that Forest  Industry is a new and rapidly  growing  company.  In respect of
these  considerations  Praxis  agrees to charge less than its normal  charge-out
rates for services.  Praxis' current normal charge-out rate is $100 USD per hour
for technical design and development and programming  services.  Praxis' current
normal charge-out rate for development of  computer-based or web-based  training
programs, including graphics, scriptwriting, and authoring, is $80 USD per hour.
In respect of this, Praxis and Forest Industry agree to the following terms:

1. For development and setup of Web delivered  computer-based  training programs
as described in item 1, above, Praxis will charge $60 CDN per hour.

2. For  technical  services as described  in items 2. and 3. above,  Praxis will
charge $80 CDN per hour.

3. All  copyright and any other rights to training  materials,  and source code,
object code and compiled  code shall  become the property of Forest  Industry on
payment of invoices,  with the  exception of certain  mathematical  or heuristic
technology  which may be used for  data-mining or  data-analysis,  and which has
already  been  developed or partially  developed by Praxis.  Royalties  for such
technology shall be negotiated separately and do not form part of this MOU.

4. Software or hardware purchased on behalf of Forest Industry shall be approved
in advance by Forest Industry and will be charged at cost.


<PAGE>

5. All invoices  submitted by Praxis  shall be  accompanied  by reports from the
Praxis time-tracking system, certified by the employees employed on the projects
for which the invoices are issued.

6. The method of delivery of the technical services are outlined in the Proposal
attached  hereto  as  Exhibit A and  included  as a part of this  memorandum  of
understanding.

It is further  intended  by both  parties to enter into  discussions  for Forest
Industry to create a long term  relationship  with Praxis though the acquisition
of Praxis.  These  discussions  are  non-binding on either party and if pursued,
will be detailed within a letter of intent at a future date.


Signed this 12th   day of October, 2000, at Nanaimo, British Columbia



/s/JOE PERRATON
-------------------------------------------------------
Joe Perraton, President, The Forest Industry Online Inc.


/s/GREG MILLBANK
------------------------------------------------------
Greg Millbank, President, Praxis Technical Group, Inc.


<PAGE>

                                   EXHIBIT "A"
                                       to
                           Memorandum of Understanding



                                    Proposal

                                       for

                         Delivery of Technical Services

                                       to

                         The Forest Industry Online Inc.



                          Praxis Technical Group, Inc.
                              1618 Northfield Road
                          Nanaimo, B.C. Canada V9S 5G4


<PAGE>


1.   General

1.1  Praxis Technical Group, Inc. (Praxis) will deliver technical services to
     The Forest  Industry  Online Inc. at a preferred rate on the  understanding
     that a long-term contractual relationship exists between the two companies,
     and that Praxis will be the sole  designer and  developer of a  multi-tier,
     scalable,  web-site  architecture  suitable for The Forest  Industry Online
     Inc.'s needs,  except where both  companies  mutually  agree to utilize the
     services of a third party, or third-party software.

1.2  Praxis Technical Group, Inc. assumes responsibility for the appropriateness
     and  suitability of the design on a staged basis,  i.e. The Forest Industry
     Online  Inc.  will  review  and  approve  each  stage  of  the  design  and
     development process as laid out in this document.

1.3  Praxis Technical  Group,  Inc. will invoice The Forest Industry Online Inc.
     on a monthly basis,  and the invoices will be backed by print-outs from the
     Praxis  project  time-tracking  syste,  certified  by the Praxis  employees
     involved in the project.

1.4  Praxis will maintain a project team of suitable  size,  and will not divert
     the members of the project team to other  projects to the  detriment of The
     Forest Industry Online Inc..

1.5  Praxis will provide The Forest Industry Online Inc. with bi-weekly progress
     reports and documentation describing the work accomplished in each two-week
     period.

1.6  Praxis will not purchase, nor commit The Forest Industry Online Inc. to the
     purchase  of  any  goods,  software,  or  hardware  without  prior  written
     permission from The Forest Industry Online Inc.


2.   Description of Services

2.1  Praxis  Technical  Group,  Inc.  will  provide the services of two web-site
     design and Java  programming  experts,  who will outline the design for the
     web-site,  and  take the  lead  role in the  integration  of  software  and
     hardware outlined in the design.

2.2  Praxis  will  provide  sufficient  additional  developer's  time to develop
     custom  software in Java, as required,  but only when it is determined that
     no suitable third-party software is available.

2.3  Praxis will recommend  back-office  solutions to The Forest Industry Online
     Inc.

2.4  Praxis will provide  documentation  and training  necessary  for The Forest
     Industry Online Inc. personnel
     to assume maintenance and management of the web-site as it is deployed.

2.5  Subject to prior approval from The Forest Industry Online Inc., Praxis will
     install  the  web-site on suitable  servers,  and will find an  appropriate
     server-hosting service for the web-site.

2.6  Praxis  will  test  all  aspects  of  the  site,   including  security  and
     robustness,  and will  submit  results of the tests to The Forest  Industry
     Online Inc..


<PAGE>

3.   Continuous Nature of Engagement, Discontinuation and Arbitration

3.1  The work is to be carried out on a continuous  basis,  until complete,  but
     may be paused or  discontinued  without  cause by either  party on 60 day's
     notice, which must be given in writing.

3.2  The work may be  discontinued  at any time by either  party for  reasonable
     cause,  subject to  notification  in writing.  In general  cause shall mean
     non-performance  of these terms by either party, with no attempt to rectify
     such  non-performance  within two weeks of written  notification,  or clear
     breaches of software license provisions, or illegal activities of any type.

3.3  Disputes between the two parties which cannot be resolved shall be resolved
     firstly by resort by either party to the procedures outlined in the British
     Columbia  Commercial  Arbitration  Act, and only after such arbitration has
     failed, through the courts and under the laws of British Columbia.


4.   Terms and Conditions

4.1.  All software code and  documentation  written  specifically for The Forest
      Industry Online Inc. or for this project by Praxis,  shall be the sole and
      unconditional  property of The Forest Industry Online Inc.. Copies of such
      code shall be given to The Forest  Industry  Online Inc., and Praxis shall
      only maintain copies  necessary for maintenance of the The Forest Industry
      Online Inc. web-site.  Praxis agrees to keep all such code,  documentation
      and related  techniques and algorithms secret, and shall not disclose them
      to any third  party  without  written  permission  of The Forest  Industry
      Online Inc..

4.2. The  Forest  Industry  Online  Inc.  shall be  notified  in  writing of any
     software,  documentation,  techniques or algorithms previously developed by
     Praxis,  or  developed by Praxis for its own use,  and the  development  of
     which has not been paid for by The Forest  Industry  Online Inc., and which
     is used in this project.  At the time of notification,  a license agreement
     for the use of such intellectual property shall be negotiated in each case.

4.3. Praxis will submit  invoices on a monthly basis,  payable within 30 days of
     receipt  by  The  Forest  Industry  Online  Inc..  Such  invoices  will  be
     accompanied  by time sheets  showing  hours  worked and the work  performed
     during  those  hours.  Praxis will charge  $80.00 CDN per hour for all work
     performed under this agreement, plus all applicable taxes.

4.4. Software  and hardware  purchased  by  agreement  with and on behalf of The
     Forest Industry Online Inc., will be charged at cost.