ASSET PURCHASE AGREEMENT

         This  Agreement is made and entered  into on February 25, 2002,  by and
between Greenwood Forest Products, Inc., an Oregon corporation, of 15895 SW 72nd
Avenue,  Suite 200, Portland,  Oregon 97224 (herein referred to as "Greenwood"),
and  Jewett-Cameron  Lumber  Corporation,  an  Oregon  corporation,  of  3275 NW
Hillcrest, North Plains, Oregon 97133 (herein referred to as "Jewett-Cameron").

                                    Recitals

         A. Greenwood owns and operates a business  which  purchases,  processes
and sells industrial wood and other products,  principally to original equipment
manufacturers, which it desires to sell, together with such of its assets as are
useful or convenient to the operation of the business.
         B. Greenwood  maintains its inventory at many locations  throughout the
country in order to allow for prompt deliveries to its customers, and is willing
to  stage  the sale of its  inventory  to a  purchaser  of the  business  over a
two-year period to assist in the financing of the purchase of the business.
         C.  Jewett-Cameron  is  engaged  in  business  as  a  manufacturer  and
wholesale  distributor  of lumber and other  building  materials  and desires to
acquire the business of Greenwood.
         D.  Greenwood  is willing to sell the  business  and certain  assets to
Jewett-Cameron  and  Jewett-Cameron is willing to purchase the business and such
assets on the terms provided herein.
           Now therefore,
                                    Agreement
         For and in  consideration  of the mutual  promises set forth herein the
parties agree as follows:
         1. ACQUISITION TRANSACTION.
                  1.1. Sale of Equipment and Supplies.  Greenwood agrees to sell
to Jewett-Cameron and  Jewett-Cameron  agrees to purchase from Greenwood certain
leasehold improvements,  furniture, equipment and supplies as more fully set out
in Schedule 1,  attached to this  agreement and by this  reference  incorporated
herein, for the sum of $260,000 payable in good funds at closing. The conveyance
shall be by Bill of Sale,  in the  form  attached  hereto  as  Exhibit  A, to be
executed by Greenwood and delivered to Jewett-Cameron at closing.
<PAGE>
                  1.2. Assignment of Lease. Greenwood agrees to assign the lease
of the premises  located at Suite 200, 15895 SW 72nd Avenue,  Portland,  Oregon,
where the  business is  principally  conducted,  to  Jewett-Cameron  at closing.
Jewett-Cameron  agrees  to fully  perform  the lease in every  material  respect
including  the timely  payment of rent and to hold  Greenwood  harmless from any
loss or expense on account of any failure by  Jewett-Cameron  or its assignee to
fully perform all of the material  obligations under the lease. An assignment of
the lease in the form  attached  hereto  as  Exhibit  B,  shall be  executed  by
Greenwood and delivered to Jewett-Cameron at the closing.
                  1.3. License of Intellectual Property with Option to Purchase.
Greenwood  agrees  to  grant  a  license  to  Jewett-Cameron  to use  all of the
intellectual  property  owned by  Greenwood  and useful to its  business as more
fully set out in Schedule 2, attached to this  agreement  and by this  reference
incorporated herein, for a period of two years from closing for $1,000,  payable
in advance at closing,  with an option to purchase all of such rights at the end
of the  license  term for  $100,  provided  that  Jewett-Cameron  is not then in
material default under this agreement.  The purchase price shall be payable upon
delivery by Greenwood of an  assignment  of such rights to  Jewett-Cameron.  The
license  shall be in the form  attached  hereto as Exhibit C, to be  executed by
Greenwood and delivered to Jewett-Cameron at closing.
                  1.4.  Purchase of  Inventories.  Greenwood  agrees to sell and
Jewett-Cameron agrees to purchase Greenwood's inventories,  work in process, raw
materials and packaging (except the portions which are unusable as agreed by the
parties prior to transfer) in stages over a two year period  following  closing,
for a price equal to Greenwood's cost (including transportation,  processing and
storage) plus a premium of 2%, as follows:  immediately  upon  execution of this
agreement  and prior to closing the parties  will  separate the  inventory  into
seven discrete units by location.  Greenwood shall sell and Jewett-Cameron shall
purchase the first unit of inventory on May 31, 2002,  and Greenwood  shall sell
and  Jewett-Cameron  shall purchase an additional  unit at the end of each three
month period  thereafter  until all of the units of inventory have been sold and
purchased.  The  specific  unit of inventory to be sold at the end of each three
month period shall be selected by mutual  agreement of the parties.  Payment for
each unit of inventory shall be due 30 days after purchase.  Conveyance shall be
by Bill of Sale.
                  1.5.  Interim  Services  and  Supply  Agreement.   During  the
two-year inventory transition period Greenwood agrees to replenish, process, and
maintain  inventories in keeping with its past practice at each of the locations
where the inventory has not yet been sold. Jewett-Cameron agrees

                                       2
<PAGE>
to provide Greenwood with all management and administrative  services associated
with purchasing,  processing, and maintaining Greenwood's inventory at each such
location  for a fee of $150 per month for each unit of the 7 units of  inventory
described  in  Section  1.4 above  that is  retained  by  Greenwood.  During the
inventory  transition  period  Greenwood  will  also  sell  inventory  from such
retained   locations  in  the  regular   course  of  business   exclusively   to
Jewett-Cameron to allow  Jewett-Cameron to fill customer orders.  Jewett-Cameron
shall pay 102% of Greenwood's  costs for all such purchases and payment shall be
due 30 days after  invoice  and  shipping.  Jewett-Cameron  agrees to assume the
credit risk associated with its customers and to bear the loss of nonpayment.
         1.6.  Purchase of Notes Receivable.  Greenwood is carrying  installment
notes  receivable from suppliers with an approximate  principal  balance of $240
thousand.   At  such  time   during  the   inventory   transition   period  that
Jewett-Cameron  determines  that the obligors on such notes are  creditworthy it
shall  offer to  purchase  such notes from  Greenwood  for the then  outstanding
principal balance of such notes.
         1.7. Liabilities; Claims; and Indemnification. Jewett-Cameron agrees to
assume no  liabilities  of  Greenwood  except for the accrued  vacation of those
employees of Greenwood who accept employment with Jewett-Cameron. Any returns or
product  liability  claims  for goods  sold  prior to the  closing  shall be the
responsibility   of   Greenwood.   Greenwood   agrees  to  indemnify   and  hold
Jewett-Cameron  harmless  from any such claims or  liability  or from claims for
events which  occurred  prior to the  closing,  which  indemnification  is to be
complete, and include all reasonable costs.
         Jewett-Cameron agrees to indemnify and hold Greenwood harmless from any
claims resulting from its operation of the business being acquired,  or from its
use of "Greenwood" or other trade name, which indemnification is to be complete,
and  include  all  reasonable   costs.  The  use  of  the  name  "Greenwood"  by
Jewett-Cameron  shall  not  create  any  joint  venture,  partnership,  or other
liability  sharing  arrangement  between the parties except as set forth in this
agreement.
                   1.8.  Closing.  The closing  shall take place on February 28,
2002,  or as soon  thereafter  as the parties  shall  mutually  determine at the
office of  Greenwood,  15895 SW 72nd Avenue,  Suite 200,  Portland,  Oregon.  At
closing,  Greenwood  will deliver to  Jewett-Cameron  a Bill of Sale in the form
attached hereto as Exhibit A; an Assignment of Lease in the form attached hereto
as Exhibit B, together with the consent of the landlord to the assignment; and a
License with an Option to Purchase in the form attached  hereto as Exhibit C. At
closing Jewett-Cameron shall

                                       3
<PAGE>
deliver to Greenwood  $260,000 in good funds for the tangible assets plus $1,000
for the license of the  intangible  assets;  and shall execute the Assignment of
Lease, as assignee.  Greenwood shall deliver such other  instruments of sale and
conveyance as Jewett-Cameron may reasonably request.
         2. REPRESENTATIONS & WARRANTIES OF GREENWOOD.  Greenwood represents and
warrants to Jewett-Cameron that:
                  2.1  Organization.  Greenwood is a corporation duly organized,
validly existing and in good standing under the laws of Oregon.
                  2.2  Authorization.  Greenwood has full power and authority to
execute and deliver this  agreement  and to perform its  obligations  hereunder.
Greenwood and the  shareholders of Greenwood have duly authorized the execution,
delivery  and  performance  of  this  agreement  by  Greenwood.  This  agreement
constitutes the valid and legally binding obligation of Greenwood enforceable in
accordance with its terms.
                  2.3.  Noncontravention.  Neither the execution and delivery of
this agreement nor the consummation of the transactions contemplated hereby will
(a) violate any rule, order or other restriction of any government, governmental
agency or court to which  Greenwood  is  subject,  or (b) any  provision  of the
articles or bylaws of Greenwood,  or (c) conflict  with,  result in a breach of,
constitute a default  under any  agreement,  contract,  lease,  license or other
arrangement to which  Greenwood is a party or by which it is bound,  which might
affect any of the assets subject to this agreement.
                  2.4. Permits. Greenwood has all requisite permits and licenses
required to conduct its business as presently conducted. Greenwood warrants that
all  transferable  operating  licenses shall be  transferred  to  Jewett-Cameron
immediately upon the closing to avoid any interruption of business.
                  2.5.  Broker's Fees.  Greenwood has no liability or obligation
to pay any fees or  commissions  to any broker,  finder or agent with respect to
this transaction.
                  2.6. Title to Assets. Greenwood has a valid leasehold interest
in the  premises to be assigned  under this  agreement.  Greenwood  has good and
marketable  title to the  fixtures,  furnishings,  equipment  and supplies to be
sold, which will be free and clear of all liens and  encumbrances  upon transfer
to Jewett-Cameron.
         3.  REPRESENTATIONS  &  WARRANTIES  OF  JEWETT-CAMERON.  Jewett-Cameron
represents and warrants to Greenwood that:.

                                       4
<PAGE>
                  3.1.  Organization.   Jewett-Cameron  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the state of
Oregon.
                  3.2.   Authorization.   Jewett-Cameron   has  full  power  and
authority to execute and deliver this  agreement and to perform its  obligations
hereunder.  This agreement constitutes a valid and legally binding obligation of
Jewett-Cameron, enforceable in accordance with its terms.
                  3.3.  Noncontravention.  Neither the execution and delivery of
this agreement nor the consummation of the transactions contemplated hereby will
(a) violate any rule or restriction of any government,  governmental  agency, or
court to which  Jewett-Cameron  is subject,  or any provision of its articles or
bylaws;  or (b) conflict with, result in a breach of, constitute a default under
any agreement, contract, lease or other arrangement to which Jewett-Cameron is a
party  which  would  adversely  affect the  ability of  Jewett-Cameron  to fully
perform its obligations hereunder.
                  3.4.  Broker's  Fees.   Jewett-Cameron  has  no  liability  or
obligation to pay any fees or  commissions  to any broker,  finder or agent with
respect to this transaction.
                  3.5. Inspection. Jewett-Cameron is familiar with the leasehold
improvements,   furnishings,  equipment  and  supplies  it  is  purchasing,  has
inspected the  condition  thereof to its  satisfaction,  and accepts such assets
without warranties, except as to title.
         4. COVENANTS.
                  4.1. General.  Between the execution of this agreement and the
closing  each of the parties  agrees to use its best  efforts to take all action
and to do all things  necessary  or advisable  in order to  consummate  and make
effective the transactions contemplated by this agreement. All further documents
reasonably requested will be promptly executed.
                  4.2 Notices, Requests, Consents & Waivers. Greenwood will give
such notices to third  parties and will obtain such third party  consents as may
be required to convey the assets free and clear of any encumbrance and to assign
the lease of the  premises.  Each of the parties  will give any notices and make
such  filings  as  may  be  required  under  the  rules  of  any  government  or
governmental agency.
                  4.3 Operation of Business.  Until the closing  Greenwood  will
continue  to operate  its  business  and to direct its work  force.  During such
period Greenwood will not take any action or enter into any transaction  outside
the ordinary course of business or which might  adversely  affect its ability to
meet its obligations under this agreement, without the prior written consent of

                                       5
<PAGE>
Jewett-Cameron. Greenwood will keep its business substantially intact, including
its present operations,  physical facilities,  and relationships with suppliers,
and customers.
                  4.4. Greenwood's Employees. Greenwood shall be responsible for
notifying its employees of this transaction.  Greenwood shall be responsible for
any  compensation  or other  amounts  payable to any employee of  Greenwood  for
services rendered to Greenwood,  including,  but not limited to, bonus,  salary,
fringe benefits,  including  premiums on medical insurance and medical insurance
coverage  extending beyond the period of employment,  pension and profit sharing
benefits,  or severance  pay payable to any employee of Greenwood for any period
or relating to service for Greenwood at any time prior to the closing.
         Greenwood shall determine  which, if any, of its employees it wishes to
retain after it has disposed of its principal  business and shall  terminate all
of its other  employees on or before the closing.  Greenwood shall indemnify and
hold Jewett-Cameron  harmless from any and all liability  concerning any action,
complaint, grievance, or proceeding filed by any employee for any act alleged to
have been committed before the closing.
         Jewett-Cameron  agrees to offer  employment  to all of the employees of
Greenwood,  but  not  necessarily  at the  same  rate  of  compensation  or with
equivalent fringe benefits.  Jewett-Cameron  agrees to assume the obligation for
accrued vacation for those employees which accept its offer for employment.
                  4.5  Access  to  Premises  and  Records.   Until  the  closing
Greenwood will permit representatives of Jewett-Cameron reasonable access to its
employees, premises and business records.
                  4.6. Exclusivity. Until the closing Greenwood will not solicit
or encourage the submission of any proposal or offer from any person relating to
the  acquisition  of any of the assets subject to this agreement or tolerate any
such effort or attempt.  Greenwood will notify Jewett-Cameron immediately if any
person makes any such proposal or inquiry.
                  4.7. Restrictive Covenants.  Greenwood agrees that it will not
solicit or accept  orders from its customers  during the term of this  agreement
and for a  period  of one year  after  the  completion  of the  purchase  of the
inventory  as  provided  in  Section  1.4  hereof.   The  parties   specifically
acknowledge the fairness and reasonableness of this restriction.
         For $10 and other valuable  consideration,  payable at the closing, the
principal  shareholder of Greenwood,  James  Dovenberg,  agrees that he will not
engage in any business in competition with

                                       6
<PAGE>
Jewett-Cameron  in any  capacity  during  the term of this  agreement  and for a
period of one year after the  completion  of the  purchase of the  inventory  as
provided in Section 1.4 hereof.
                  4.9. Collection of Accounts.  Jewett-Cameron  agrees to assist
in collecting sums due Greenwood for accounts  receivable of customers and notes
receivable of suppliers of the business purchased by Jewett-Cameron.
         5.  CONDITIONS TO OBLIGATION  TO CLOSE.  The  obligation of each of the
parties to consummate the  transactions to be performed by it in connection with
the first closing is subject to the following conditions:
                  (a) The  representations  and warranties of the other party as
set forth in  sections 2 or 3 above  shall be true and  correct in all  material
respects as of the closing;
                  (b) The other party shall have performed and complied with all
of its covenants hereunder in all material respects through the first closing;
                  (c) No action,  suit or proceeding shall be pending before any
court,  administrative  agency,  or arbitrator  wherein an unfavorable  order or
ruling would prevent  consummation of this  transaction or cause the transaction
to be rescinded following consummation;
                  (d) Any  necessary  consent or  approval  from any  regulatory
agency shall have been received; and
                  (e)  Jewett-Cameron  shall have reached an agreement with each
of Cary Dovenberg and James Pattillo concerning the terms of their employment by
Jewett-Cameron.   Either  party  may  waive  any  condition  specified  in  this
subsection if it does so in writing at or prior to the closing.
         6. TERMINATION.
                  6.1.  Manner of  Termination.  The parties may terminate  this
Agreement by mutual  written  consent at any time prior to the  closing.  Either
party may terminate  this  Agreement by written notice to the other party at any
time  prior  to the  closing  if the  other  party  has  breached  any  material
representation, warranty or covenant contained in this Agreement in any material
respect, the aggrieved party has notified the other party of the breach, and the
breach has continued without cure for a period of ten (10) days following notice
of breach,  or if the closing shall not have occurred by May 31, 2002, by reason
of the failure of any condition precedent under section 5 hereof.

                                       7
<PAGE>
                  6.2.  Effect of  Termination.  If this Agreement is terminated
pursuant to 6.1 above, all rights and obligations of the parties hereunder shall
terminate  without any  liability  of either  party to the other  except for the
liability of any party for any breach.
                  6.3.  Liquidated  Damages.  In the  event  this  Agreement  is
terminated by reason of a material breach of this  agreement,  the parties agree
that the aggrieved  party shall be entitled to recover  liquidated  damages from
the other party in the amount of $25,000,  immediately  following  the  intended
closing date.
         7. MISCELLANEOUS.
                  7.1.  Press  Releases  &  Announcements.  No press  release or
public  announcement  relating to the subject matter of this agreement  shall be
made except as approved in advance in writing by both parties.
                  7.2. No Third Party  Beneficiaries.  This agreement  shall not
confer any rights or remedies  upon any person  other than the parties and their
respective successors and permitted assigns.
                  7.3.  Succession  and  Assignment.  This  agreement  shall  be
binding  upon and inure to the  benefit of the  parties  named  herein and their
respective  successors  and permitted  assigns.  Neither party may assign either
this  agreement  or any of its rights,  interests  or delegate  its  obligations
hereunder  without the prior  written  approval of the other party;  except that
Jewett-Cameron may assign this agreement to a wholly-owned subsidiary,  provided
that any such assignment shall not relieve Jewett-Cameron from any liability for
non-performance of this agreement.
                  7.4. Notices.  All notices  hereunder will be in writing.  Any
notice shall be deemed duly given if (and then two business  days after) sent by
registered or certified  mail,  return receipt  requested,  postage  prepaid and
addressed to the intended recipient as follows:
           If to Greenwood:                        If to Jewett-Cameron :
           ----------------                        ---------------------
       Mr. James Dovenberg.                    Mr. Donald Boone,
       Greenwood Corporation                   Jewett-Cameron Lumber Corporation
       15895 SW 72nd Avenue, Suite 200         P. O. Box 1010
       Portland, Oregon 97224                  North Plains, OR 97133
       Telephone (503) 670-9663                Telephone (503) 647-0110
       Telecopy (503) 670-7755                 Telecopy (503) 647-2272

                                       8
<PAGE>

               Copy to                                   Copy to
               -------                                   -------
         Bruce D. Kayser                         Delbert Weaver, Esq.
         1001 SW Fifth Avenue, Suite 1700        851 SW Sixth Avenue, Suite 1350
         Portland, OR 97204                      Portland, OR 97204
         Telephone (503) 226-3031                Telephone (503) 227-2990
         Telecopy (503) 774-7488                 Telecopy  (503) 224-7324

         Either party may send any notice hereunder to the other party using any
other  means but no such notice  shall be deemed to have been duly given  unless
and until it is  actually  received  by the  intended  recipient.  Any party may
change the address to which notices and other communications hereunder are to be
delivered by giving the other party notice in the manner herein set forth.
                  7.5.  Amendments & Waivers.  No  amendment  of this  agreement
shall be valid unless the same shall be in writing and signed by  Greenwood  and
Jewett-Cameron.
                  7.6.  Expenses.  Each  party  shall  bear  its own  costs  and
expenses,  including legal fees,  incurred in connection with this agreement and
transaction.
                  7.7. Specific Performance.  Each party acknowledges and agrees
that the other party would be damaged  irreparably  in the event that any of the
provisions of this agreement are not performed in accordance with their specific
terms or otherwise are breached.  Accordingly,  each party agrees that the other
party shall be entitled to an injunction to prevent  breaches of the  provisions
of this agreement and to enforce  specifically  this agreement and the terms and
provisions hereof in any action instituted in any court having jurisdiction over
the parties and the matter,  in addition to any other  remedy to which it may be
entitled at law or in equity.
         7.8  Attorneys  Fees.  If suit or action is brought  for breach of this
agreement or to enforce any of the provision hereof,  the losing party agrees to
pay such sum as the trial court may adjudge  reasonable as attorneys  fees to be
allowed  the  prevailing  party and if an appeal  is taken the  losing  party on
appeal promises to pay such sum as the appellate court shall adjudge  reasonable
as attorneys fees to be allowed the prevailing party on such appeal.
         In witness  whereof,  the  parties  have caused  this  agreement  to be
executed  by their duly  authorized  officers  on the day and year  first  above
written.

                       GREENWOOD FOREST PRODUCTS, INC.


                       by /s/James Dovenberg
                         --------------------------------
                                    Chairman



                        JEWETT-CAMERON LUMBER CORPORATION


                       by /s/Donald Boone
                         --------------------------------
                                    President

                                       9