<PAGE>

                                                                     Exhibit 4.2
                                                                     -----------

================================================================================

                           STOCK OPTION CERTIFICATE

          2000 PINNACLE OIL INTERNATIONAL, INC. DIRECTORS' STOCK PLAN
          -----------------------------------------------------------

          [To be prepared by the Company and signed by the Recipient]


<TABLE>
<CAPTION>
==========================================================================================================
<S>                                     <C>
Name of Recipient......................
                                        ------------------------------------------------------------------
Capacity of Recipient.................. Director
Legal Address/Domicile of Recipient....
                                        ------------------------------------------------------------------
Citizenship of Recipient............... [_] United States       [_] Canada
                                        [_] Other:
                                                   -------------------------------------------------------
Number of Option Shares................
                                        ------------------------------------------------------------------
Option Price per Option Share.......... U.S. $
                                              --------------
Classification of Option............... [_] Non-Qualified Option    [_] Incentive Option
Vesting................................ [_] Fully Vested
                                        [_] Continuous Service Vesting (see sections 2 through 4 below)
                                                                            ----------         -
                                            Continuous Services Vesting Date:
Option Expiration Date................. (subject to section 4 below)
                                                    ---------
Option Effective Date..................
                                        ------------------------------------------------------------------
U.S. Federal Exemption To Be Relied
Upon at the Time of Exercise........... Form S-8 of the United States Securities Act of 1933 (if filed);
                                        otherwise Regulation D of the United States Securities Act
                                        (Rule 505 or 506)
Blue Sky Exemption Relied Upon.........
                                        ------------------------------------------------------------------

==========================================================================================================
</TABLE>

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH, OR APPROVED OR
DISAPPROVED BY, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE, TERRITORIAL OR PROVINCIAL SECURITIES REGULATORY AGENCY, INCLUDING THE
ALBERTA SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE, TERRITORIAL OR PROVINCIAL SECURITIES REGULATORY AGENCY, INCLUDING THE
ALBERTA SECURITIES COMMISSION, REVIEWED OR PASSED UPON OR ENDORSED THE MERITS OF
THE OFFERING CONTEMPLATED BY THIS STOCK OPTION CERTIFICATE OR THE ACCURACY OR
ADEQUACY OF ANY OFFERING MATERIALS, INCLUDING THE 2000 PINNACLE OIL
INTERNATIONAL, INC. DIRECTORS' STOCK PLAN OR THE PLAN SUMMARY FOR SUCH
DIRECTORS' STOCK PLAN.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.  THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND
SUBSTANTIAL AND IMMEDIATE DILUTION.  THERE IS A LIMITED PUBLIC MARKET FOR THE
SALE OF THESE SECURITIES BY THE RECIPIENT.  THESE SECURITIES MAY NOT BE SOLD OR
TRANSFERRED UNLESS REGISTERED, OR THE RECIPIENT PROVIDES THE COMPANY AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY, OR ITS LEGAL COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED BY REASON OF AN EXEMPTION OR OTHERWISE. AS A
RESULT, THESE SECURITIES ARE SUITABLE ONLY FOR CERTAIN SOPHISTICATED AND
QUALIFIED INVESTORS WHO CAN BEAR THE FINANCIAL RISK OF AN INVESTMENT IN THESE
SECURITIES FOR AN INDEFINITE PERIOD OF TIME.

================================================================================
<PAGE>

                                                                        No.
                                                                            ----
================================================================================

THIS STOCK OPTION CERTIFICATE is entered into between Pinnacle Oil
International, Inc., a Nevada corporation (the "Company"), whose principal
executive office is located at 840 7th Avenue, Suite 750, Phoenix Place, S.W.,
Calgary, Alberta, Canada, T2P 3G2, and the Recipient identified on the first
page of this Stock Option Certificate (the "Recipient"), pursuant to that
certain 2000 Pinnacle Oil International, Inc. Directors' Stock Plan dated
February 15, 2000, as such Plan may be amended and/or restated from time to time
(the "Plan").  Subject to the terms of this Stock Option Certificate, the
Recipient's rights to purchase the Option Shares are governed by the Plan, the
terms of which are incorporated herein by this reference.  Defined terms in this
Stock Option Certificate shall have the same meaning as defined terms in the
Plan.

1.   GRANT OF OPTION

     This Stock Option Certificate certifies that the Company has granted to the
     Recipient, pursuant to the terms of the Plan, a stock option (the "Option")
     to purchase, in whole or in part, the number of Option Shares designated on
     the first page of this Stock Option Certificate (collectively and
     severally, the "Option Shares"), representing shares of the common stock,
     par value $0.001 (the "Common Stock") of the Company, at the exercise or
     Option Price per Option Share designated on the first page of this Stock
     Option Certificate (the "Option Price"), subject to the following terms and
     conditions.

2.   CONTINUOUS SERVICE VESTING

     If the Option Shares are subject to vesting by reason of the Continuous
     Service Vesting designation set forth on the first page of this Stock
     Option Certificate, then, subject to section 5.05 of the Plan, the Option
                                          ------------
     Shares are subject to vesting based upon continued performance of services
     in the capacity set forth on the first page of this Stock Option
     Certificate through the Continuous Service Vesting Date (as such date is
     defined on the first page of this Stock Option Certificate), subject,
     however, to the following:

     (a)  Death.   In the event of the death of the Recipient, all unvested
          -----                                                    --------
          Options Shares which would have vested within the twelve (12) month
          period following the date of death will vest effective as of the date
          of death, and the prospective right to purchase the balance of the
          remaining unvested Option Shares shall lapse.
                    --------

     (b)  Change Of Control.   In the event of a Change in Control (as such term
          -----------------
          is defined in the Plan); then the prospective right to purchase
          unvested Option Shares shall vest as of the effective date of
          --------
          termination.

3.   CONTINUOUS SERVICE VESTING -- ACCELERATION OF VESTING IN THE EVENT OF
     TERMINATION OF RECIPIENT

     If the Option Shares are subject to vesting by reason of the Continuous
     Service Vesting designation set forth on the first page of this Stock
     Option Certificate, then the prospective right to purchase unvested Option
                                                                --------
     Shares shall, subject to the vesting provisions of section 2 of this Stock
                                                        ---------
     Option Certificate, immediately lapse if such right does not vest prior to
     Termination Of Recipient.

4.   TERM OF OPTION

     The right to exercise the Options granted by this Stock Option Certificate
     shall commence on the Option Effective Date designated on the first page of
     this Stock Option Certificate, and shall expire and be null and void ab
     initio and of no further force or effect to the extent not exercised by
     5:00 p.m. M.S.T., on the Option Expiration Date designated on the first
     page of this Stock Option

                                      -2-
<PAGE>

                                                                        No.
                                                                            ----
================================================================================

     Certificate (the "Option Expiration Date"); provided, however, if the
     Option Shares are subject to the Continuous Service Vesting designation set
     forth on the first page of this Stock Option Certificate, then, pursuant to
     section 5.05 of the Plan but subject to the vesting provisions of section 2
     ------------                                                      ---------
     of this Stock Option Certificate, in the event of Termination Of Recipient,

     the expiration date shall be accelerated to two (2) years after the
     effective date of Termination Of Recipient (if earlier than the Option
     Expiration Date).

5.   DELIVERIES; MANNER OF EXERCISE AND PAYMENT

     This Option shall be exercised by delivery of the following to the
     Secretary of the Company at the Company's principal executive offices:  (i)
     this Stock Option Certificate, duly signed by the Recipient; (ii) full
     payment for the Option Shares to be purchased in (1) immediately available
     funds (in U.S. dollars); (2)  if and to the extent consented to by the
     Board, shares of Common Stock pursuant to section 8.01A of the Plan; (3)
                                               -------------
     if and to the extent consented to by the Board, surrender or relinquishment
     of rights to acquire Common Stock pursuant to section 8.01B of the Plan;
                                                   -------------
     (4) if and to the extent consented to by the Board, a promissory note
     pursuant to section 8.01D of the Plan; and/or (5) if and to the extent
                 -------------
     consented to by the Board, other property constituting good and valuable
     consideration pursuant to section 8.01F of the Plan; and (iii) a Consent of
                               -------------
     Spouse (as such consent is defined in the Plan) from the spouse of the
     Recipient, if any, duly signed by such spouse.

6.   EXERICISE AND TRANSFER OF OPTION

     Options may only be exercised by the original Recipient hereof, and may not
     be Transferred by such Recipient, except upon and following the Death of a
     Recipient (if a natural person), but only to the Recipient's Successors as
     provided in sections 11.02 and 11.03 of the Plan.  Any Transfer or exercise
                 --------------     -----
     of an Option so Transferred in violation of this Stock Option Certificate
     shall be null and void ab initio and of no further force and effect.

7.   MISCELLANEOUS

     (a)  Preparation of Stock Option Certificate; Costs and Expenses.   This
          -----------------------------------------------------------
          Stock Option Certificate was prepared by the Company solely on behalf
          of the Company. Each party acknowledges that: (i) he, she or it had
          the advice of, or sufficient opportunity to obtain the advice of,
          legal counsel separate and independent of legal counsel for any other
          party hereto; (ii) the terms of the transaction contemplated by this
          Stock Option Certificate are fair and reasonable to such party; and
          (iii) such party has voluntarily entered into the transaction
          contemplated by this Stock Option Certificate without duress or
          coercion. Each party further acknowledges such party was not
          represented by the legal counsel of any other party hereto in
          connection with the transaction contemplated by this Stock Option
          Certificate, nor was such party under any belief or understanding that
          such legal counsel was representing his, her or its interests. Except
          as expressly set forth in this Stock Option Certificate, each party
          shall pay all legal and other costs and expenses incurred or to be
          incurred by such party in negotiating and preparing this Stock Option
          Certificate; in performing due diligence or retaining professional
          advisors; in performing any transactions contemplated by this Stock
          Option Certificate; or in complying with such party's covenants,
          agreements and conditions contained herein. Each party agrees that no
          conflict, omission or ambiguity in this Stock Option Certificate, the
          Plan and/or the Plan Summary or the interpretation thereof, shall be
          presumed, implied or otherwise construed against the Company or any
          other party to this Stock Option Certificate on the basis that such
          party was responsible for drafting this Stock Option Certificate.

     (b)  Cooperation.   Each party agrees, without further consideration, to
          -----------
          cooperate and diligently perform any further acts, deeds and things,
          and to execute and deliver any

                                      -3-
<PAGE>

                                                                        No.
                                                                            ----
================================================================================

          documents that may be reasonably necessary or otherwise reasonably
          required to consummate, evidence, confirm and/or carry out the intent
          and provisions of this Stock Option Certificate, all without undue
          delay or expense.

     (c)  Interpretation.
          --------------

          (i)   Survival.   All representations and warranties made by any party
                --------
                in connection with any transaction contemplated by this Stock
                Option Certificate shall, irrespective of any investigation made
                by or on behalf of any other party hereto, survive the execution
                and delivery of this Stock Option Certificate and the
                performance or consummation of any transaction described in this
                Stock Option Certificate.

          (ii)  Entire Agreement/No Collateral Representations.   Each party
                ----------------------------------------------
                expressly acknowledges and agrees that this Stock Option
                Certificate, together with and subject to the Plan and the Plan
                Summary: (1) is the final, complete and exclusive statement of
                the agreement of the parties with respect to the subject matter
                hereof; (2) supersedes any prior or contemporaneous agreements,
                proposals, commitments, guarantees, assurances, communications,
                discussions, promises, representations, understandings, conduct,
                acts, courses of dealing, warranties, interpretations or terms
                of any kind, whether oral or written (collectively and
                severally, the "prior agreements"), and that any such prior
                agreements are of no force or effect except as expressly set
                forth herein; and (3) may not be varied, supplemented or
                contradicted by evidence of prior agreements, or by evidence of
                subsequent oral agreements. No prior drafts of this Stock Option
                Certificate, and no words or phrases from any prior drafts,
                shall be admissible into evidence in any action or suit
                involving this Stock Option Certificate.

          (iii) Amendment; Waiver; Forbearance.   Except as expressly provided
                ------------------------------
                otherwise herein, neither this Stock Option Certificate nor any
                of the terms, provisions, obligations or rights contained herein
                may be amended, modified, supplemented, augmented, rescinded,
                discharged or terminated (other than by performance), except as
                provided in the Plan or by a written instrument or instruments
                signed by all of the parties to this Stock Option Certificate.
                No waiver of any breach of any term, provision or agreement
                contained herein, or of the performance of any act or obligation
                under this Stock Option Certificate, or of any extension of time
                for performance of any such act or obligation, or of any right
                granted under this Stock Option Certificate, shall be effective
                and binding unless such waiver shall be in a written instrument
                or instruments signed by each party claimed to have given or
                consented to such waiver and each party affected by such waiver.
                Except to the extent that the party or parties claimed to have
                given or consented to a waiver may have otherwise agreed in
                writing, no such waiver shall be deemed a waiver or
                relinquishment of any other term, provision, agreement, act,
                obligation or right granted under this Stock Option Certificate,
                or any preceding or subsequent breach thereof. No forbearance by
                a party to seek a remedy for any noncompliance or breach by
                another party hereto shall be deemed to be a waiver by such
                forbearing party of its rights and remedies with respect to such
                noncompliance or breach, unless such waiver shall be in a
                written instrument or instruments signed by the forbearing
                party.

          (iv)  Remedies Cumulative.   The remedies of each party under this
                -------------------
                Stock Option Certificate are cumulative and shall not exclude
                any other remedies to which such party may be lawfully entitled,
                at law or in equity.

                                      -4-
<PAGE>

                                                                        No.
                                                                            ----
================================================================================

          (v)    Severability.   If any term or provision of this Stock Option
                 ------------
                 Certificate or the application thereof to any person or
                 circumstance shall, to any extent, be determined to be invalid,
                 illegal or unenforceable under present or future laws, then,
                 and in that event: (1) the performance of the offending term or
                 provision (but only to the extent its application is invalid,
                 illegal or unenforceable) shall be excused as if it had never
                 been incorporated into this Stock Option Certificate, and, in
                 lieu of such excused provision, there shall be added a
                 provision as similar in terms and amount to such excused
                 provision as may be possible and be legal, valid and
                 enforceable; and (2) the remaining part of this Stock Option
                 Certificate (including the application of the offending term or
                 provision to persons or circumstances other than those as to
                 which it is held invalid, illegal or unenforceable) shall not
                 be affected thereby, and shall continue in full force and
                 effect to the fullest extent provided by law.

          (vi)   Parties in Interest.   Notwithstanding anything else to the
                 -------------------
                 contrary herein, nothing in this Stock Option Certificate shall
                 confer any rights or remedies under or by reason of this Stock
                 Option Certificate on any persons other than the parties hereto
                 and their respective successors and assigns, if any, as may be
                 permitted under the Plan or hereunder, nor shall anything in
                 this Stock Option Certificate relieve or discharge the
                 obligation or liability of any third person to any party to
                 this Stock Option Certificate, nor shall any provision give any
                 third person any right of subrogation or action over or against
                 any party to this Stock Option Certificate.

          (vii)  No Reliance Upon Prior Representation.   Each party
                 -------------------------------------
                 acknowledges that: (i) no other party has made any oral
                 representation or promise which would induce them prior to
                 executing this Stock Option Certificate to change their
                 position to their detriment, to partially perform, or to part
                 with value in reliance upon such representation or promise; and
                 (ii) such party has not so changed its position, performed or
                 parted with value prior to the time of the execution of this
                 Stock Option Certificate, or such party has taken such action
                 at its own risk.

          (viii) Headings; References; Incorporation; "Person"; Gender;
                 ------------------------------------------------------
                 Statutory References.   The headings used in this Stock Option
                 --------------------
                 Certificate are for convenience and reference purposes only,
                 and shall not be used in construing or interpreting the scope
                 or intent of this Stock Option Certificate or any provision
                 hereof. References to this Stock Option Certificate shall
                 include all amendments or renewals thereof. All cross-
                 references in this Stock Option Certificate, unless
                 specifically directed to another agreement or document, shall
                 be construed only to refer to provisions within this Stock
                 Option Certificate, and shall not be construed to be referenced
                 to the overall transaction or to any other agreement or
                 document. Any Exhibit referenced in this Stock Option
                 Certificate shall be construed to be incorporated in this Stock
                 Option Certificate by such reference. As used in this Stock
                 Option Certificate, the term "person" is defined in its
                 broadest sense as any individual, entity or fiduciary who has
                 legal standing to enter into this Stock Option Certificate such
                 as, by way of example and not limitation, individual or natural
                 persons and trusts. As used in this Stock Option Certificate,
                 each gender shall be deemed to include the other gender,
                 including neutral genders appropriate for entities, if
                 applicable, and the singular shall be deemed to include the
                 plural, and vice versa, as the context requires. Any reference
                 to statutes or laws will include all amendments, modifications,
                 or replacements of the specific sections and provisions
                 concerned.

                                      -5-
<PAGE>

                                                                        No.
                                                                            ----
================================================================================

     (d)  Enforcement.
          -----------

          (i)   Applicable Law.   This Stock Option Certificate and the rights
                --------------
                and remedies of each party arising out of or relating to this
                Stock Option Certificate (including, without limitation,
                equitable remedies) shall (with the exception of the Securities
                Act and the Blue Sky Laws) be solely governed by, interpreted
                under, and construed and enforced in accordance with the laws
                (without regard to the conflicts of law principles) of the
                Province of Alberta, Canada, as if this Stock Option Certificate
                were made, and as if its obligations are to be performed, wholly
                within the Province of Alberta, Canada.

          (ii)  Consent to Jurisdiction; Service of Process.   Any "action or
                -------------------------------------------
                proceeding" (as such term is defined below) arising out of or
                relating to this Stock Option Certificate shall be filed in and
                heard and litigated solely before the provincial courts of
                Alberta, Canada, located within the City of Calgary, Alberta,
                Canada. Each party generally and unconditionally accepts the
                exclusive jurisdiction of such courts and venue therein;
                consents to the service of process in any such action or
                proceeding by certified or registered mailing of the summons and
                complaint in accordance with the notice provisions of this Stock
                Option Certificate; and waives any defense or right to object to
                venue in said courts based upon the doctrine of "forum non
                conveniens." The term "action or proceeding" is defined as any
                and all claims, suits, actions, hearings, arbitrations or other
                similar proceedings, including appeals and petitions therefrom,
                whether formal or informal, governmental or non-governmental, or
                civil or criminal.

          (iii) Waiver of Right to Jury Trial.   Each party hereby waives such
                -----------------------------
                party's respective right to a jury trial of any claim or cause
                of action based upon or arising out of this Stock Option
                Certificate. Each party acknowledges that this waiver is a
                material inducement to each other party hereto to enter into the
                transaction contemplated hereby; that each other party has
                already relied upon this waiver in entering into this Stock
                Option Certificate; and that each other party will continue to
                rely on this waiver in their future dealings. Each party
                warrants and represents that such party has reviewed this waiver
                with such party's legal counsel, and that such party has
                knowingly and voluntarily waived its jury trial rights following
                consultation with such legal counsel.

     (e)  Successors and Assigns.   All of the representations, warranties,
          ----------------------
          covenants, conditions and provisions of this Stock Option Certificate
          shall be binding upon and shall inure to the benefit of each party and
          such party's respective successors and permitted assigns, spouses,
          heirs, executors, administrators, and personal and legal
          representatives.

     (f)  Notices.   Except as otherwise specifically provided in this Stock
          -------
          Option Certificate, all notices, demands, requests, consents,
          approvals or other communications (collectively and severally called
          "notices") required or permitted to be given hereunder shall be given
          in accordance with the notice provisions in the Plan.

     (g)  Counterparts.   This Stock Option Certificate may be executed in
          ------------
          counterparts, each of which shall be deemed an original, and all of
          which together shall constitute one and the same instrument, binding
          on all parties hereto. Any signature page of this Stock Option
          Certificate may be detached from any counterpart of this Stock Option
          Certificate and reattached to any other counterpart of this Stock
          Option Certificate identical in form hereto by having attached to it
          one or more additional signature pages.

                                      -6-
<PAGE>

                                                                        No.
                                                                            ----
================================================================================

WHEREFORE, the parties hereto have for purposes of this Stock Option Certificate
executed this Stock Option Certificate in Calgary, Alberta, Canada, effective as
of the Option Effective Date first set forth on the first page of this Stock
Option Certificate.

COMPANY:

Pinnacle Oil International, Inc.,
a Nevada corporation



By:
   ----------------------------------------
      Daniel C. Topolinsky,
      President and Chief Operating Officer


RECIPIENT:


-------------------------------------------

                                      -7-
<PAGE>

                                                                        No.
                                                                            ----
================================================================================

                     Attachment to Stock Option Certificate

                       NOTICE OF EXERCISE OF STOCK OPTION
                       ----------------------------------

          [To be signed by the Recipient only upon exercise of Option]


TO:  Secretary
     Pinnacle Oil International, Inc.
     840 7th Avenue, Suite 750, Phoenix Place, S.W.
     Calgary, Alberta, Canada  T2P 3G2

The undersigned, the holder of Options under that certain Stock Option
Certificate (the "Option Certificate") dated effective         between Pinnacle
                                                       -------
Oil International, Inc., a Nevada corporation (the "Company") and the
undersigned (the "Recipient"), hereby irrevocably elects, in accordance with the
terms and conditions of that certain 2000 Pinnacle Oil International, Inc.
Directors' Stock Plan dated February 15, 2000, as it may be amended from time to
time (the "Plan"), under which the Stock Option Certificate was granted, to
exercise the undersigned's Option under the Plan to purchase
                                                             ------------------

-------------------------------------------------------------------------------
(              )/(1)/ shares of the common stock, no par value ("Common Stock")
 --------------
the Company (collectively and severally, the "Option Shares"), for the aggregate
purchase price of                                       ($              )./(2)/.
                 ---------------------------------------  --------------

     /(1)/ Insert number of Option Shares as specified in the Stock Option
           Certificate which are vested Option Shares (as defined by the Plan)
           which the Recipient is exercising the Recipient's Option to purchase.

     /(2)/ Number of Option Shares to be exercised as specified above multiplied
           by the Option Price per share ($____ per share).

The Recipient hereby makes the following acknowledgments to the Company:

A.   That the Company shall have the right, to the extent required by applicable
     law, to withhold from the Recipient's compensation such amounts as may be
     sufficient to satisfy any federal, state, territorial and/or provincial
     withholding tax requirements incident to such exercise pursuant to section
                                                                        -------
     5.06B of the Plan, and the Recipient shall remit to the Company any
     -----
     additional amounts which may be required.

B.   That the Company shall have the right (unless the Company in its sole
     discretion, and without any obligation to do so) registers the Option
     Shares under Form S-8 or any comparable registration statement) to place
     the following legend (or any variation thereof determined appropriate by
     the Company) on the share certificate or certificates for the Option Shares
     to comply with applicable federal, state and territorial securities laws:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN (1)
     REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, IN
     RELIANCE UPON AN EXEMPTION FROM REGISTRATION AFFORDED BY SUCH ACT, OR (2)
     REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE
     UNITED STATES WHICH MAY BE APPLICABLE, IN RELIANCE UPON AN EXEMPTION FROM
     REGISTRATION AFFORDED BY SUCH STATE OR TERRITORIAL SECURITIES LAWS.  THESE
     SECURITIES HAVE BEEN ACQUIRED FOR THE HOLDER'S OWN ACCOUNT FOR INVESTMENT
     PURPOSES AND NOT WITH A VIEW FOR RESALE OR DISTRIBUTION.

                                      -1-
<PAGE>

                                                                        No.
                                                                            ----
================================================================================

     THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED WITHIN THE UNITED STATES OR
     ANY OF ITS TERRITORIES UNLESS (1) THEY HAVE BEEN REGISTERED UNDER THE
     UNITED STATES SECURITIES ACT OF 1933 AS WELL AS UNDER THE SECURITIES LAWS
     OF ANY STATE OR TERRITORY OF THE UNITED STATES AS MAY THEN BE APPLICABLE,
     OR (2) THE TRANSFER AGENT (OR THE COMPANY IF THEN ACTING AS ITS TRANSFER
     AGENT) IS PRESENTED WITH EITHER A WRITTEN OPINION SATISFACTORY TO COUNSEL
     FOR THE COMPANY OR A NO-ACTION OR INTERPRETIVE LETTER FROM THE UNITED
     STATES SECURITIES AND EXCHANGE COMMISSION AND ANY APPLICABLE STATE OR
     TERRITORIAL SECURITIES REGULATORY AGENCY TO THE EFFECT THAT SUCH
     REGISTRATION IS NOT REQUIRED UNDER THE CIRCUMSTANCES OF SUCH SALE OR
     TRANSFER."

C.   That the Company shall have the right (unless the Company in its sole
     discretion, and without any obligation to do so) obtains a discretionary
     order from any applicable provincial securities commission, to place the
     following legend (or any variation thereof determined appropriate by the
     Company) on the share certificate or certificates for the Option Shares to
     comply with applicable provincial securities laws:

     "RESIDENTS OF ALBERTA OR ANY OTHER PROVINCE OF CANADA ARE SUBJECT TO AN
     INDEFINITE HOLD PERIOD, AND THE TRANSFER OF THESE SECURITIES BY A RESIDENT
     OF THESE PROVINCES CAN ONLY BE EFFECTUATED PURSUANT TO AN EXEMPTION FROM
     THE REGISTRATION AND PROSPECTUS REQUIREMENTS OF THE APPLICABLE SECURITIES
     ACT OF SUCH PROVINCES OR PURSUANT A DISCRETIONARY ORDER OF THE APPLICABLE
     SECURITIES COMMISSION."

D.   That the Company shall have the right to place the following legend (or any
     variation thereof determined appropriate by the Company) on the share
     certificate or certificates for the Option Shares to comply with the Drag-
     Along Rights granted to the Company pursuant to Article XVIII of the Plan:
                                                     -------------

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
     DRAG-ALONG RIGHTS SET FORTH IN FULL IN THAT CERTAIN 2000 PINNACLE OIL
     INTERNATIONAL, INC. DIRECTORS' STOCK PLAN DATED FEBRUARY 15, 2000, AS IT
     MAY BE AMENDED OR RESTATED FROM TIME TO TIME, A COPY OF WHICH MAY BE
     INSPECTED BY AUTHORIZED PERSONS AT THE PRINCIPAL OFFICE OF THE COMPANY, AND
     ALL THE PROVISIONS OF WHICH ARE INCORPORATED BY REFERENCE IN THIS
     CERTIFICATE."

The Recipient hereby makes the following representations, warranties or
covenants to the Company, each of which is deemed to be a separate
representation, warranty and covenant:

A.   The Recipient's permanent legal residence and domicile, if the Recipient is
     an individual, or permanent legal executive offices and principal place of
     business, if the Recipient is an Entity, is in the State, territory or
     province specified below the Recipient's signature below on this Notice as
     of the time of his, her or its exercise of the Stock Option Certificate.

B.   The Recipient, if a natural person, is age eighteen (18) or over.

C.   The Recipient has received a copy of the Plan as well as a copy of the 2000
     Pinnacle Oil International, Inc. Directors' Stock Plan Summary (the "Plan
     Summary"), which explains the administration and operation of the Plan,
     risk factors concerning an investment in the Common Stock and the Company,
     the tax consequences of grants of Options under the Plan, and certain other
     relevant matters pertaining to the Plan, and has read and understood the
     Plan and the Plan Summary.

                                      -2-
<PAGE>

                                                                        No.
                                                                            ----
================================================================================

D.   The Recipient:

     1.   has taken the opportunity, prior to exercising the Option, to engage
          such investment professionals and advisors including, without
          limitation, accountants, appraisers, investment, tax and legal
          advisors, each of whom are independent of the Company and its advisors
          and agents, to:

          (A)  conduct such due diligence review as the Recipient and/or such
               investment professionals and advisors deem necessary or
               advisable; and

          (B)  to provide such opinions as to (i) the investment merits of a
               proposed investment in the Option Shares, the tax consequences of
               the grant and exercise of the Option, and the subsequent
               disposition of the Option Shares, and (ii) the effect of same
               upon the Recipient's personal financial circumstances, as the
               Recipient and/or his, her or its investment professionals and
               advisors have or may deem advisable; and

     2.   has received, to the extent he, she or it has availed himself, herself
          or itself of these opportunities, satisfactory information and answers
          from such investment professionals and advisors.

E.   Without limiting the generality of the immediately preceding paragraph,
     prior to exercising the Option:

     1.   the Recipient and his, her or its investment professionals and
          advisors have taken the opportunity, to the extent the Recipient
          and/or such investment professionals and advisors have determined it
          to be necessary, to:

          (A)  be provided with financial and other written information (in
               addition to that contained in the Plan and Plan Summary);

          (B)  ask questions and receive answers concerning the terms and
               conditions of the Stock Option Certificate, an investment in the
               Option Shares, and the business of the Company and its finances;
               and

          (C)  review all documents, books and records of the Company; and

     2.   the Recipient and/or his, her or its investment professionals and
          advisors have received, to the extent they have availed themselves of
          these opportunities, satisfactory information and answers.

F.   With the exception of written information given to the Recipient by the
     principal executive officers of the Company, no person has provided any
     information (other than the provision of the Plan and Plan Summary), or
     made any representations to the Recipient, concerning the Company or its
     past, present or future business; on which the Recipient has relied in
     offering to purchase the Option Shares.

G.   The Recipient has been informed and understands and agrees as follows:

     1.   Unless and to the extent the Company has registered the Option Shares
          there are substantial restrictions on the transferability of the
          Option Shares as set forth in the Plan and as are more particularly
          described in the Plan Summary;

                                      -3-
<PAGE>

                                                                        No.
                                                                            ----
================================================================================

     2.   as a result of such restrictions,

          (A)  it may not be possible for the Recipient to sell or otherwise
               liquidate the Option Shares in the case of emergency and/or other
               need, and the Recipient must therefore be able to hold the Option
               Shares until the lapse of said restrictions,

          (B)  the Recipient must have adequate means of providing for the
               Recipient's current needs and personal contingencies, and

          (C)  the Recipient must have no need for liquidity in an investment in
               the Option Shares; and

     3.   the Recipient has evaluated the Recipient's financial resources and
          investment position in view of the foregoing, and the Recipient is
          able to bear the economic risk of an investment in the Option Shares.

H.   Unless and to the extent the Company has registered the Option Shares:

     1.   the Option Shares will be purchased by the Recipient as principal and
          not by any other person, with the Recipient's own funds and not with
          the funds of any other person, and for the account of the Recipient
          and not as a nominee or agent and not for the account of any other
          person;

     2.   the Recipient will purchase the Option Shares for investment purposes
          only for an indefinite period, and not with a view to the sale or
          distribution of any part or all thereof by public or private sale or
          other disposition; and

     3.   no person other than the Recipient will have any interest, beneficial
          or otherwise, in the Option Shares, and the Recipient is not obligated
          (and will not be obligated at time of exercise) to transfer the Option
          Shares to any other person, nor does the Recipient have any agreement
          or understanding to do so.

I.   The Recipient has complied with all applicable investment laws and
     regulations in force relating to the legality of an investment in the
     Option Shares by the Recipient in any jurisdiction in which he, she or it
     purchases the Option Shares, and has obtained any consent, approval or
     permission required of him, her or it for the purchase of the Option Shares
     under the investment laws and regulations in force in any jurisdiction to
     which he, she or it is subject, or in which he, she or it makes such
     purchase, and the Company shall have no responsibility therefor.

J.   With the exception of the provision of the Plan and the Plan Summary, the
     Recipient has not seen, received, been presented with or been solicited by
     any advertisement, article, notice, leaflet or other communication (whether
     published in any newspaper, magazine, or similar media or broadcast over
     television or radio or otherwise generally disseminated or distributed); or
     through any public or promotional seminar or meeting to which the Recipient
     was invited through any such advertisement, article, notice, leaflet or
     other communication.

K.   The Recipient has not retained any broker-dealer, placement agent or finder
     to whom the Company will have any obligation to pay any commissions or
     fees.

Each of the foregoing representations, warranties and covenants of the Recipient
shall be deemed made as of the date the Recipient exercises this Option, and
shall survive the date of closing with respect to the exercise of the last
Option hereunder.

                                      -4-
<PAGE>

                                                                        No.
                                                                            ----
================================================================================

Signature must conform in all respects to name of the Recipient as specified in
the Plan, unless the undersigned is the Recipient's Successor, in which case the
undersigned must submit appropriate proof of the right of the undersigned to
exercise the Option.

                         Signature:
                                      -----------------------------------

                         Print Name:
                                      -----------------------------------

                         Address:
                                      -----------------------------------

                                      -----------------------------------

                         Date:
                                      -----------------------------------

                                      -5-