Exhibit  4.3  Callable Warrant


NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE
EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  THEREUNDER AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


                          STOCKGROUP.COM HOLDINGS, INC.

                                CALLABLE WARRANT

Warrant No. C-3                                            Dated: March 31, 2000


     Stockgroup.com  Holdings,  Inc., a Colorado  corporation  (the  "Company"),
hereby certifies that, for value received,  Jesup & Lamont  Securities Corp., or
its registered assigns ("Holder"),  is entitled,  subject to the terms set forth
below, to purchase from the Company a total of 90,909 shares of common stock, no
par value per share (the "Common  Stock"),  of the Company  (each such share,  a
"Warrant Share" and all such shares,  the "Warrant Shares") at an exercise price
equal to $3.30 per share (as  adjusted  from time to time as provided in Section
9, the "Exercise  Price"),  at any time and from time to time from and after the
date hereof and through and including  March 31, 2005 (the  "Expiration  Date"),
and subject to the following terms and conditions:

     1. Registration of Warrant.  The Company shall register this Warrant,  upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "Warrant
Register"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder,  and for all other  purposes,  and the Company  shall not be affected by
notice to the contrary.

     2. Registration of Transfers and Exchanges

          (a) Subject to compliance with the legend on the face of this Warrant,
     the Company  shall  register the transfer of any portion of this Warrant in
     the Warrant  Register,  upon  surrender of this  Warrant,  with the Form of
     Assignment attached hereto duly completed and signed, to the Transfer Agent
     or to the Company at the office  specified in or pursuant to Section  3(b).
     Upon any such  registration  or transfer,  a new warrant to purchase Common
     Stock, in substantially  the form of this Warrant (any such new warrant,  a
     "New Warrant"), evidencing the portion of this Warrant so transferred shall
     be issued to the  transferee  and a New Warrant  evidencing  the  remaining
     portion of this Warrant not so transferred,  if any, shall be issued to the
     transferring  Holder.  The  acceptance of the New Warrant by the transferee
     thereof  shall be deemed the  acceptance  of such  transferee of all of the
     rights and obligations of a holder of a Warrant.

          (b) This Warrant is  exchangeable,  upon the  surrender  hereof by the
     Holder to the office of the  Company  specified  in or  pursuant to Section
     3(b) for one or more New Warrants, evidencing in the aggregate the right to
     purchase  the  number  of  Warrant  Shares  which  may  then  be  purchased
     hereunder,  provided that the  denominations for each exchange shall be for
     least  5,000  Warrant  Shares (or such lesser  number of Warrant  Shares to
     which this Warrant  entitles the Holder to receive upon  exercise in full).
     Any such New Warrant will be dated the date of such exchange.

     3. Duration, Exercise and Redemption of Warrants.

          (a) This Warrant shall be exercisable by the registered  Holder on any
     business  day before  5:00 P.M.,  New York City time,  at any time and from
     time to time on or after the date hereof to and  including  the  Expiration
     Date. At 5:00 P.M., New York City time on the Expiration  Date, the portion
     of this Warrant not exercised prior thereto shall be and become void and of
     no value.

          (b)  Subject  to  Sections  2(b),  5 and 10,  upon  surrender  of this
     Warrant,  with  the Form of  Election  to  Purchase  attached  hereto  duly
     completed and signed, to the Company at its address for notice set forth in
     Section 13 and upon payment of the Exercise Price  multiplied by the number
     of Warrant  Shares that the

<PAGE>

     Holder intends to purchase hereunder, in the manner provided hereunder, all
     as specified by the Holder in the Form of Election to Purchase, the Company
     shall  promptly  (but in no event later than 4 business days after the Date
     of Exercise (as defined  herein))  issue or cause to be issued and cause to
     be delivered to or upon the written order of the Holder and in such name or
     names as the Holder may  designate,  a certificate  for the Warrant  Shares
     issuable upon such exercise,  free of restrictive legends except (i) either
     in the event  that a  registration  statement  covering  the  resale of the
     Warrant Shares and naming the Holder as a selling stockholder thereunder is
     not then  effective  or the  Warrant  Shares  are not  freely  transferable
     without volume  restrictions  pursuant to Rule 144(k) promulgated under the
     Securities Act of 1933, as amended (the "Securities  Act"), or (ii) if this
     Warrant shall have been issued pursuant to a written  agreement between the
     original Holder and the Company, as required by such agreement.  Any person
     so  designated by the Holder to receive  Warrant  Shares shall be deemed to
     have  become  holder  of record  of such  Warrant  Shares as of the Date of
     Exercise of this Warrant.

          A "Date of  Exercise"  means the date on which the Company  shall have
     received  (i) this Warrant (or any New Warrant,  as  applicable),  with the
     Form of  Election  to  Purchase  attached  hereto (or  attached to such New
     Warrant)  appropriately  completed and duly signed, and (ii) payment of the
     Exercise  Price for the number of Warrant Shares so indicated by the holder
     hereof to be purchased.

          (c) This Warrant shall be exercisable, either in its entirety or, from
     time to time,  for a portion of the  number of  Warrant  Shares of at least
     5,000 (or such  lesser  number of  Warrant  Shares  to which  this  Warrant
     entitles the Holder to receive upon exercise in full).  If less than all of
     the Warrant Shares which may be purchased  under this Warrant are exercised
     at any time, the Company shall issue or cause to be issued, at its expense,
     a New Warrant  evidencing  the right to purchase  the  remaining  number of
     Warrant Shares for which no exercise has been evidenced by this Warrant.

          (d)  Commencing  at any time  after the date of the  issuance  of this
     Warrant,  if (i) the average  closing bid price of the Common  Stock on the
     OTC Bulletin Board (or such other national securities exchange on which the
     Common Stock is then listed or quoted for  trading) for any 20  consecutive
     trading  days  exceeds  $6.51 (a  "Trigger  Period"),  and (ii) the Warrant
     Shares  are  either   registered  for  resale   pursuant  to  an  effective
     registration   statement  naming  the  Holder  as  a  selling   stockholder
     thereunder or freely transferable  without volume restrictions  pursuant to
     Rule 144(k)  promulgated under the Securities Act, as determined by counsel
     to the Company  pursuant to a written opinion letter  addressed and in form
     and  substance  acceptable  to the  Holder and the  transfer  agent for the
     Common Stock,  then the Company shall have the right,  upon 30 days' notice
     to the  Holder  given  not  later  than ten (10)  Trading  Days  after  the
     conclusion of any such Trigger Period (the "Redemption  Notice"), to redeem
     all of the then  issuable  Warrant  Shares  at a price of $.01 per  Warrant
     Share (the  "Redemption  Price"),  on the date set forth in the  Redemption
     Notice,  but in no event  earlier  than 30 days  following  the date of the
     receipt by the Holder of the Redemption Notice (the "Redemption Date"). The
     Holder may exercise this Warrant at any time prior to the Redemption  Date.
     Any portion of this Warrant not exercised by 6:30 p.m. (New York City time)
     on the Redemption Date shall no longer be exercisable and shall be returned
     to the Company  (and,  if not so returned,  shall  automatically  be deemed
     canceled),  and the Company, upon its receipt of the unexercised portion of
     this Warrant, shall issue therefor in full and complete satisfaction of its
     obligations  under such remaining  portion of this Warrant to the Holder an
     amount  equal to the  number  of  shares  of  Common  Stock  then  issuable
     hereunder multiplied by the Redemption Price. The Redemption Price shall be
     mailed to such  Holder at its address of record,  and the Warrant  shall be
     canceled.

     4.  Piggyback  Registration  Rights.  During the  Effectiveness  Period (as
defined in the Registration Rights Agreement, of even date herewith, between the
Company and the original  Holder (the  "Registration  Rights  Agreement")),  the
Company may not file any registration statement with the Securities and Exchange
Commission (other than registration  statements of the Company filed on Form S-8
or Form S-4, each as promulgated under the Securities Act, pursuant to which the
Company is registering securities pursuant to a Company employee benefit plan or
pursuant to a merger,  acquisition or similar transaction  including supplements
thereto)  at any time  when  there is not an  effective  registration  statement
covering  the  resale of the  Warrant  Shares and naming the Holder as a selling
stockholder  thereunder,  unless the Company  provides  the Holder with not less
than 20 days notice of its  intention to file such  registration  statement  and
provides the Holder the option to include any or all of the  applicable  Warrant
Shares therein. The piggyback registration rights granted to the Holder pursuant


                                      -41-
<PAGE>

to this Section shall  continue  until all of the Holder's  Warrant  Shares have
been sold in  accordance  with an effective  registration  statement or upon the
Expiration  Date. The Company will pay all  registration  expenses in connection
therewith.

     5.  Demand  Registration  Rights.  During the  Effectiveness  Period if the
Warrant  Shares  are  not  registered  pursuant  to  an  effective  registration
statement,  the Holder may make a written request for the registration under the
Securities  Act (a "Demand  Registration"),  of all of the  Warrant  Shares (the
"Registrable Securities"),  and the Company shall use its best efforts to effect
such Demand Registration as promptly as possible, but in any case within 90 days
thereafter.  Any request for a Demand  Registration  shall specify the aggregate
number of Registrable  Securities proposed to be sold and shall also specify the
intended method of disposition thereof. The right to cause a registration of the
Registrable  Securities  under  this  Section  5 shall  be  limited  to one such
registration.  In any  registration  initiated  as a  Demand  Registration,  the
Company will pay all of its  registration  expenses in connection  therewith.  A
Demand  Registration  shall not be  counted as a Demand  Registration  hereunder
until the registration  statement filed pursuant to the Demand  Registration has
been declared effective by the Securities and Exchange Commission and maintained
continuously  effective for a period of at least 360 days or such shorter period
when all Registrable  Securities  included  therein have been sold in accordance
with such registration statement,  provided, however that any days on which such
registration  statement is not effective or on which the Holder is not permitted
by the Company or any  governmental  authority to sell Warrant Shares under such
registration statement shall not count towards such 360 day period.

     6.  Payment of Taxes.  The  Company  will pay all  documentary  stamp taxes
attributable  to the  issuance  of  Warrant  Shares  upon the  exercise  of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any  certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring  this Warrant or receiving  Warrant
Shares upon exercise hereof.

     7. Replacement of Warrant.  If this Warrant is mutilated,  lost,  stolen or
destroyed,  the  Company  shall  issue or cause to be  issued  in  exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss,  theft or  destruction,  and indemnity
and bond, if requested,  satisfactory to it.  Applicants for a New Warrant under
such circumstances shall also comply with such other reasonable  regulations and
procedures and pay such other reasonable charges as the Company may prescribe.

     8. Reservation of Warrant Shares. The Company covenants that it will at all
times  reserve and keep  available out of the  aggregate of its  authorized  but
unissued  Common  Stock,  solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein  provided,  the number of Warrant
Shares which are then issuable and deliverable  upon the exercise of this entire
Warrant,  free from preemptive  rights or any other actual  contingent  purchase
rights of persons other than the Holder (taking into account the adjustments and
restrictions  of Section 9). The Company  covenants that all Warrant Shares that
shall be so issuable and deliverable shall, upon issuance and the payment of the
applicable  Exercise  Price in  accordance  with the terms  hereof,  be duly and
validly authorized, issued and fully paid and nonassessable.

     9. Certain  Adjustments.  The Exercise  Price and number of Warrant  Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this  Section.  Upon each such  adjustment  of the Exercise
Price  pursuant  to this  Section,  the  Holder  shall  thereafter  prior to the
Expiration  Date be entitled to purchase,  at the Exercise Price  resulting from
such  adjustment,  the number of Warrant  Shares  obtained  by  multiplying  the
Exercise Price in effect  immediately  prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant  immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

          (a) If the Company, at any time while this Warrant is outstanding, (i)
     shall pay a stock dividend (except scheduled  dividends paid on outstanding
     preferred stock as of the date hereof which contain a stated dividend rate)
     or otherwise make a distribution or  distributions  on shares of its Common
     Stock or on any other


                                      -42-
<PAGE>

     class of capital stock payable in shares of Common  Stock,  (ii)  subdivide
     outstanding shares of Common Stock into a larger number of shares, or (iii)
     combine outstanding shares of Common Stock into a smaller number of shares,
     the Exercise Price shall be multiplied by a fraction of which the numerator
     shall be the number of shares of Common Stock  (excluding  treasury shares,
     if any) outstanding before such event and of which the denominator shall be
     the number of shares of Common Stock (excluding  treasury  shares,  if any)
     outstanding  after such event. Any adjustment made pursuant to this Section
     shall  become  effective   immediately   after  the  record  date  for  the
     determination  of  stockholders   entitled  to  receive  such  dividend  or
     distribution  and shall become  effective  immediately  after the effective
     date in the  case of a  subdivision  or  combination,  and  shall  apply to
     successive  subdivisions  and  combinations.   In  any  case  in  which  an
     adjustment  under this Section 9(a) is required to be made  effective as of
     the record date for a specified event, if a Form of Election To Purchase is
     delivered  after such record date and prior to the occurrence of the event,
     the  Company  may  elect  to  defer  until  the  occurrence  of such  event
     (provided,  that if such event does not occur,  then such additional shares
     shall not be issued) issuing to the Holder the Warrant  Shares,  if any, in
     respect  thereof over and above the number of Warrant Shares  issuable upon
     such  exercise  on the basis of the  Exercise  Price  prior to  adjustment,
     provided that the Company shall have  delivered to the Holder a due bill or
     other appropriate instrument reasonably acceptable to the Holder evidencing
     the  Holder's  right to receive  such  additional  Warrant  Shares upon the
     occurrence of the event requiring such adjustment.

          (b)  In  case  of any  reclassification  of the  Common  Stock  or any
     compulsory  share exchange  pursuant to which the Common Stock is converted
     into other  securities,  cash or  property,  then the Holder shall have the
     right thereafter to exercise this Warrant only into the shares of stock and
     other  securities  and  property  receivable  upon or  deemed to be held by
     holders of Common Stock following such  reclassification or share exchange,
     and the Holder shall be entitled  upon such event to receive such amount of
     securities  or property  equal to the amount of Warrant  Shares such Holder
     would  have  been  entitled  to had  such  Holder  exercised  this  Warrant
     immediately prior to such reclassification or share exchange.  The terms of
     any such  reclassification or share exchange shall include such terms so as
     to continue to give to the Holder the right to receive  the  securities  or
     property set forth in this Section  9(b) upon any  exercise  following  any
     such reclassification or share exchange.

          (c) If the  Company,  at any time while this  Warrant is  outstanding,
     shall distribute to all holders of Common Stock (and not to holders of this
     Warrant)  evidences of its  indebtedness or assets or rights or warrants to
     subscribe  for or purchase any  security  (excluding  those  referred to in
     Sections  9(a),  (b) and (d)),  then in each such case the  Exercise  Price
     shall be determined by multiplying the Exercise Price in effect immediately
     prior to the record date fixed for  determination of stockholders  entitled
     to receive such  distribution by a fraction of which the denominator  shall
     be the Exercise Price determined as of the record date mentioned above, and
     of which the  numerator  shall be such  Exercise  Price on such record date
     less the then fair market  value at such record date of the portion of such
     assets  or  evidence  of  indebtedness  so  distributed  applicable  to one
     outstanding   share  of  Common  Stock  as   determined  by  the  Company's
     independent   certified  public  accountants  that  regularly  examine  the
     financial statements of the Company (an "Appraiser").

          (d)  If at  any  time  the  Company  or  any  subsidiary  thereof,  as
     applicable  with respect to Common Stock  Equivalents  (as defined  below),
     shall issue  shares of Common Stock or rights,  warrants,  options or other
     securities or debt that is convertible  into or exchangeable  for shares of
     Common Stock ("Common Stock  Equivalents"),  entitling any person or entity
     to acquire  shares of Common  Stock at a price per share less than both the
     market  price of the Common  Stock at the time of issuance and the Exercise
     Price then in effect (if the  holder of the  Common  Stock or Common  Stock
     Equivalent  so issued  shall at any time,  whether by operation of purchase
     price  adjustments,  reset  provisions,  floating  conversion,  exercise or
     exchange prices or otherwise, or due to warrants,  options or rights issued
     in connection  with such issuance,  be entitled to receive shares of Common
     Stock at a price less than  either the  Exercise  Price  prevailing  or the
     market price,  such issuance shall be deemed to have occurred for less than
     such Exercise  Price or market price),  then,  forthwith upon such issue or
     sale, the Exercise  Price shall be reduced to the price  (calculated to the
     nearest  cent)  determined  by  multiplying  the  Exercise  Price in effect
     immediately  prior  thereto by a fraction,  the numerator of which shall be
     the sum of (i) the number of shares of Common Stock outstanding immediately
     prior to such issuance, and (ii) the number of shares of Common Stock which
     the aggregate consideration received (or to be received,  assuming exercise
     or conversion in full of such Common Stock Equivalents) for the issuance of
     such  additional  shares of Common  Stock would  purchase  at the  Exercise
     Price,  and the  denominator  of which  shall be the sum of the  number  of
     shares of Common Stock



                                      -43-
<PAGE>

     outstanding  immediately after the issuance of such additional  shares. For
     purposes  hereof,  all  shares  of  Common  Stock  that are  issuable  upon
     conversion,  exercise  or  exchange of Common  Stock  Equivalents  shall be
     deemed  outstanding  immediately  after the  issuance of such Common  Stock
     Equivalents.  Such  adjustment  shall be made whenever such Common Stock or
     Common Stock  Equivalents are issued.  However,  upon the expiration of any
     Common Stock Equivalents the issuance of which resulted in an adjustment in
     the Exercise  Price  pursuant to this  Section,  the  Exercise  Price shall
     immediately  upon such  expiration be recomputed and effective  immediately
     upon such  expiration  be  increased  to the price which it would have been
     (but  reflecting any other  adjustments in the Exercise Price made pursuant
     to the  provisions  of this Section after the issuance of such Common Stock
     Equivalents)  had the  adjustment  of the  Exercise  Price  made  upon  the
     issuance  of such  Common  Stock  Equivalents  been  made on the  basis  of
     offering  for  subscription  or purchase  only that number of shares of the
     Common  Stock  actually  purchased  upon the  exercise of such Common Stock
     Equivalents  actually  exercised.  Notwithstanding  anything  herein to the
     contrary,  issuances  of any  stock or stock  options  under  any  employee
     benefit  plan of the  Company,  whether  now  existing  or  approved by the
     Company and its  stockholders  in the  future,  shall not be subject to the
     provisions of this Section.  Notwithstanding  the foregoing,  the following
     shall not be deemed to be Common Stock Equivalents:  (i) issuances pursuant
     to a grant or exercise of stock or options  which may  hereafter be granted
     or exercised under any employee benefit plan of the Company now existing or
     to be  implemented in the future;  (ii)  securities  issued  pursuant to an
     underwritten public offering by the Company (and not of any securities of a
     shareholder of the Company other than up to 4% of the holdings of the Chief
     Executive  Officer of the Company if such  participation is required by the
     rules and  regulations of the stock market on which such offering will take
     place or by the rules and regulations of the securities authority governing
     such stock market)  resulting in gross  proceeds to the Company of not less
     than  $10,000,000,  where the price per share of Common  Stock  offered  is
     fixed and the underwriter is an investment  bank  nationally  recognized in
     the United  States of America (if the  offering is to be  conducted  in the
     United  States of America or in Great  Britain  (if the  offering  is to be
     conducted in Great Britain)  ("equity lines of credit" or their equivalents
     shall not satisfy this  exception),  (iii) up to 1,000,000 shares of Common
     Stock issued in an offering not subject to the registration requirements of
     the  Securities Act at a fixed price of not less than $3.50 (with no direct
     or indirect  adjustments  permissible to such fixed price at the closing or
     over time),  (iv)  issuance  pursuant to a private  placement  to Hollinger
     International,  Inc.,  and (v) shares of Common  Stock issued as payment of
     the purchase price in connection with a Strategic Transaction. For purposes
     of this Section,  a "Strategic  Transaction"  shall mean a  transaction  or
     relationship  in which the  Company  issues  shares  of Common  Stock to an
     entity which is, itself or through its  subsidiaries,  an operating company
     in a  business  related to the  business  of the  Company  and in which the
     Company receives  material benefits in addition to the investment of funds,
     but shall not  include  a  transaction  in which  the  Company  is  issuing
     securities primarily for the purpose of raising capital.

          (e) In case of any (1) merger or  consolidation of the Company with or
     into another  Person,  or (2) sale by the Company of more than  one-half of
     the assets of the Company (on a market  value  basis) in one or a series of
     related transactions,  or (3) tender or other offer or exchange (whether by
     the Company or another  Person)  pursuant to which  holders of Common Stock
     are  permitted  to tender or exchange  their  shares for other  securities,
     stock,  cash or property of the Company or another Person;  then the Holder
     shall have the right thereafter to (A) exercise this Warrant for the shares
     of stock and other securities,  cash and property receivable upon or deemed
     to be held by holders of Common Stock following such merger,  consolidation
     or sale,  and the  Holder  shall be  entitled  upon such event or series of
     related events to receive such amount of  securities,  cash and property as
     the  Common  Stock  for  which  this  Warrant  could  have  been  exercised
     immediately  prior to such merger,  consolidation  or sales would have been
     entitled,  (B) in the  case  of a  merger  or  consolidation,  require  the
     surviving  entity to issue to the Holder a warrant  entitling the Holder to
     acquire  shares of such  entity's  common  stock,  which warrant shall have
     terms identical  mutatis  mutandis  (including with respect to exercise) to
     the terms of this  Warrant  and shall be  entitled to all of the rights and
     privileges  set forth  herein  and the  agreements  pursuant  to which this
     Warrant was issued (including, without limitation, as such rights relate to
     the acquisition,  transferability,  registration and listing of such shares
     of stock other securities  issuable upon exercise  thereof),  or (C) in the
     event of an exchange or tender offer or other  transaction  contemplated by
     clause  (3) of this  Section,  tender or  exchange  this  Warrant  for such
     securities,  stock, cash and other property receivable upon or deemed to be
     held by  holders of Common  Stock that have  tendered  or  exchanged  their
     shares of Common Stock  following  such tender or exchange,  and the Holder
     shall be entitled  upon such  exchange or tender to receive  such amount of
     securities,  cash and property as the shares of Common Stock for which this
     Warrant  could  have been  exercised  immediately  prior to such  tender or
     exchange



                                      -44-
<PAGE>

     would have been  entitled as would have been issued.  In the case of clause
     (B), the exercise  price  applicable  for the newly issued warrant shall be
     based upon the amount of securities,  cash and property that each shares of
     Common  Stock would  receive in such  transaction  and the  Exercise  Price
     immediately   prior  to  the   effectiveness   or  closing  date  for  such
     transaction.  The terms of any such merger, sale, consolidation,  tender or
     exchange  shall  include  such terms so as  continue to give the Holder the
     right to  receive  the  securities,  cash and  property  set  forth in this
     Section  upon  any  conversion  or  exercise  following  such  event.  This
     provision shall similarly apply to successive such events.

          (f) For the purposes of this Section 9, the  following  clauses  shall
     also be applicable:

               (i) Record Date.  In case the Company  shall take a record of the
          holders of its Common Stock for the purpose of  entitling  them (A) to
          receive a dividend or other distribution payable in Common Stock or in
          securities convertible or exchangeable into shares of Common Stock, or
          (B)  to  subscribe   for  or  purchase   Common  Stock  or  securities
          convertible  or  exchangeable  into shares of Common Stock,  then such
          record date shall be deemed to be the date of the issue or sale of the
          shares of  Common  Stock  deemed to have been  issued or sold upon the
          declaration of such dividend or the making of such other  distribution
          or the date of the granting of such right of subscription or purchase,
          as the case may be.

               (ii)  Treasury  Shares.  The  number of  shares  of Common  Stock
          outstanding  at any given time shall not include  shares owned or held
          by or for the account of the Company,  and the disposition of any such
          shares shall be considered an issue or sale of Common Stock.

          (g) All calculations under this Section 9 shall be made to the nearest
     cent or the nearest 1/100th of a share, as the case may be.

          (h) Whenever the Exercise  Price is adjusted  pursuant to Section 9(c)
     above, the Holders, acting collectively, after receipt of the determination
     by the  Appraiser,  shall have the right to select an additional  appraiser
     (which shall be a nationally recognized accounting firm), in which case the
     adjustment shall be equal to the average of the adjustments  recommended by
     each of the Appraiser and such appraiser. The Holder shall promptly mail or
     cause to be mailed to the  Company,  a notice  setting  forth the  Exercise
     Price after such  adjustment  and setting  forth a brief  statement  of the
     facts requiring such  adjustment.  Such adjustment  shall become  effective
     immediately after the record date mentioned above.

          (i) If (i)  the  Company  shall  declare  a  dividend  (or  any  other
     distribution)  on its Common  Stock;  or (ii) the Company  shall  declare a
     special  nonrecurring cash dividend on or a redemption of its Common Stock;
     or (iii) the Company  shall  authorize  the  granting to all holders of the
     Common Stock rights or warrants to subscribe  for or purchase any shares of
     capital  stock of any class or of any rights;  or (iv) the  approval of any
     stockholders  of the  Company  shall be  required  in  connection  with any
     reclassification  of the Common Stock, any consolidation or merger to which
     the Company is a party, any sale or transfer of all or substantially all of
     the assets of the Company,  or any compulsory  share  exchange  whereby the
     Common Stock is converted into other securities,  cash or property;  or (v)
     the Company  shall  authorize  the voluntary  dissolution,  liquidation  or
     winding up of the affairs of the Company,  then the Company  shall cause to
     be mailed to each Holder at their last  addresses as they shall appear upon
     the Warrant  Register,  at least 20 calendar  days prior to the  applicable
     record or effective date  hereinafter  specified,  a notice stating (x) the
     date on which a record is to be taken  for the  purpose  of such  dividend,
     distribution,  redemption,  grant of rights or warrants,  or if a record is
     not to be taken, the date as of which the holders of Common Stock of record
     to be  entitled  to such  dividend,  distributions,  redemption,  rights or
     warrants   are  to  be   determined   or  (y)  the  date  on   which   such
     reclassification,  consolidation,  merger, sale, transfer or share exchange
     is expected to become  effective  or close,  and the date as of which it is
     expected  that  holders  of Common  Stock of record  shall be  entitled  to
     exchange  their  shares  of  Common  Stock  for  securities,  cash or other
     property  deliverable upon such  reclassification,  consolidation,  merger,
     sale,  transfer,  share exchange,  dissolution,  liquidation or winding up;
     provided,  however,  that the  failure  to mail such  notice or any  defect
     therein or in the  mailing  thereof  shall not affect the  validity  of the
     corporate action required to be specified in such notice.

     10. Payment of Exercise  Price.  The Holder shall pay the Exercise Price in
one of the following manners:


                                      -45-
<PAGE>

          (a) Cash Exercise. The Holder may deliver immediately available funds;
     or

          (b)  Cashless  Exercise.  Except  during  the 30  days  preceding  the
     Redemption  Date, if any, and at any time after the earlier to occur of the
     Effectiveness  Date (as defined in the Registration  Rights  Agreement) and
     the  date  the  initial  registration   statement  filed  pursuant  to  the
     Registration Rights Agreement is declared effective by the Commission, when
     a  registration  statement  covering  the resale of the Warrant  Shares and
     naming  the  Holder  as  a  selling  stockholder  thereunder  is  not  then
     effective,  the Holder may surrender  this Warrant to the Company  together
     with a notice of cashless exercise,  in which event the Company shall issue
     to the Holder the number of Warrant Shares determined as follows:

               X = Y (A-B)/A

         where:

               X = the number of Warrant Shares to be issued

         to the Holder.

               Y = the  number of  Warrant  Shares  with  respect  to which this
               Warrant is being exercised.

               A = the  average of the closing  sale prices of the Common  Stock
               for the  five  (5)  trading  days  immediately  prior to (but not
               including) the Date of Exercise.

               B = the Exercise Price.

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the  holding  period  for the  Warrant  Shares  shall  be  deemed  to have  been
commenced, on the issue date of this Warrant.

     11. Certain Exercise Restrictions.

          (a) A Holder may not exercise this Warrant to the extent such exercise
     would  result  in  the  Holder,   together  with  any  affiliate   thereof,
     beneficially  owning (as determined in accordance with Section 13(d) of the
     Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and the
     rules  promulgated  thereunder)  in excess of 4.999% of the then issued and
     outstanding  shares  of Common  Stock,  including  shares  of Common  Stock
     issuable  upon such exercise and held by such Holder after  application  of
     this  Section.  Since the  Holder  will not be  obligated  to report to the
     Company the number of shares of Common  Stock it may hold at the time of an
     exercise  hereunder,  unless  the  exercise  at issue  would  result in the
     issuance  of  shares  of  Common  Stock in  excess  of  4.999%  of the then
     outstanding  shares of Common Stock  without  regard to any other shares of
     Common Stock which may be beneficially  owned by the Holder or an affiliate
     thereof,  the Holder shall have the authority  and  obligation to determine
     whether the restriction contained in this Section will limit any particular
     exercise  hereunder and to the extent that the Holder  determines  that the
     limitation  contained in this Section applies,  the  determination of which
     portion of this  Warrant is  exercisable  shall be the  responsibility  and
     obligation of the Holder. If the Holder has delivered a Form of Election to
     Purchase  for a number of Warrant  Shares that would result in the issuance
     in excess of the permitted amount  hereunder,  the Company shall notify the
     Holder of this fact and shall honor the exercise for the maximum portion of
     this  Warrant  permitted  to be  exercised  on  such  Date of  Exercise  in
     accordance with the periods  described  herein and disregard the balance of
     such Form of Election to Purchase,  as if never delivered The provisions of
     this  Section  may be waived by a Holder  (but only as to itself and not to
     any other  Holder)  upon not less than 61 days prior notice to the Company.
     Other Holders shall be unaffected by any such waiver.

          (b) A Holder may not exercise this Warrant to the extent such exercise
     would  result  in  the  Holder,   together  with  any  affiliate   thereof,
     beneficially  owning (as determined in accordance with Section 13(d) of the
     Exchange Act) in excess of 9.999% of the then issued and outstanding shares
     of  Common  Stock,  including  shares of Common  Stock  issuable  upon such
     exercise and held by such Holder after  application of this Section.  Since
     the Holder  will not be  obligated  to report to the  Company the number of
     shares of Common  Stock it may hold at the



                                      -46-
<PAGE>

     time of an exercise hereunder, unless the exercise at issue would result in
     the  issuance  of shares  of  Common  Stock in excess of 9.999% of the then
     outstanding  shares of Common Stock  without  regard to any other shares of
     Common Stock which may be beneficially  owned by the Holder or an affiliate
     thereof,  the Holder shall have the authority  and  obligation to determine
     whether the restriction contained in this Section will limit any particular
     exercise  hereunder and to the extent that the Holder  determines  that the
     limitation  contained in this Section applies,  the  determination of which
     portion of this  Warrant is  exercisable  shall be the  responsibility  and
     obligation of the Holder. If the Holder has delivered a Form of Election to
     Purchase  for a number of Warrant  Shares that would result in the issuance
     in excess of the permitted amount  hereunder,  the Company shall notify the
     Holder of this fact and shall honor the exercise for the maximum portion of
     this  Warrant  permitted  to be  exercised  on  such  Date of  Exercise  in
     accordance with the periods  described  herein and disregard the balance of
     such Form of Election to Purchase,  as if never delivered The provisions of
     this  Section  may be waived by a Holder  (but only as to itself and not to
     any other  Holder)  upon not less than 61 days prior notice to the Company.
     Other Holders shall be unaffected by any such waiver.

     12. Fractional  Shares. The Company shall not be required to issue or cause
to be issued  fractional  Warrant  Shares on the exercise of this  Warrant.  The
number of full Warrant  Shares which shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of Warrant Shares
purchasable  on  exercise of this  Warrant so  presented.  If any  fraction of a
Warrant Share would,  except for the provisions of this Section,  be issuable on
the exercise of this  Warrant,  the Company shall pay an amount in cash equal to
the Exercise Price multiplied by such fraction.

     13.  Notices.  Any and all notices or other  communications  or  deliveries
hereunder  shall be in writing and shall be deemed  given and  effective  on the
earliest of (i) the date of  transmission,  if such notice or  communication  is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  prior to 6:30 p.m.  (New York City  time) on a business  day,  (ii) the
business day after the date of transmission,  if such notice or communication is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  later than 6:30 p.m.  (New York City time) on any date and earlier than
11:59 p.m.  (New York City time) on such date,  (iii) the business day following
the date of mailing, if sent by nationally recognized overnight courier service,
or (iv) upon  actual  receipt by the party to whom such notice is required to be
given. The addresses for such communications shall be: (i) if to the Company, to
750 West  Pender  Street,  Vancouver,  British  Columbia,  Canada  V6C  2T7,  or
Facsimile No.: (604) 331-1194, attention:  Corporate Secretary, with a copy (for
other than Form of Elections to Purchase) to Sierchio & Albert,  P.C. (facsimile
number (212)  446-9504),  attention  Joseph  Sierchio,  Esq.,  or (ii) if to the
Holder,  to the  Holder at the  address or  facsimile  number  appearing  on the
Warrant  Register or such other  address or  facsimile  number as the Holder may
provide to the Company in accordance with this Section.

     14.  Warrant  Agent.  The Company  shall serve as warrant  agent under this
Warrant.  Upon thirty (30) days' notice to the Holder, the Company may appoint a
new warrant  agent.  Any  corporation  into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the Company or any new  warrant  agent  shall be a party or any  corporation  to
which the Company or any new warrant agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

     15. Miscellaneous.

          (a) This  Warrant  shall be binding on and inure to the benefit of the
     parties hereto and their  respective  successors and assigns.  This Warrant
     may be amended  only in writing  signed by the  Company  and the Holder and
     their successors and assigns.

          (b) Subject to Section 15(a), above,  nothing in this Warrant shall be
     construed to give to any person or  corporation  other than the Company and
     the  Holder  any  legal or  equitable  right,  remedy or cause  under  this
     Warrant.  This Warrant shall inure to the sole and exclusive benefit of the
     Company and the Holder.


                                      -47-
<PAGE>


          (c) The  corporate  laws of the State of  Colorado  shall  govern  all
     issues  concerning the relative rights of the Company and its stockholders.
     All other questions concerning the construction,  validity, enforcement and
     interpretation  of this  Warrant  shall be  governed by and  construed  and
     enforced in  accordance  with the  internal  laws of the State of New York,
     without regard to the principles of conflicts of law thereof.

          (d) The headings herein are for convenience  only, do not constitute a
     part of this  Warrant and shall not be deemed to limit or affect any of the
     provisions hereof.

          (e) All  references  herein  to $  (dollars)  shall be to US$  (United
     States Dollars).

          (f) In case any one or more of the provisions of this Warrant shall be
     invalid or unenforceable in any respect, the validity and enforceability of
     the remaining  terms and provisions of this Warrant shall not in any way be
     affected or impaired  thereby and the parties will attempt in good faith to
     agree upon a valid and enforceable  provision which shall be a commercially
     reasonable  substitute  therefor,  and upon so agreeing,  shall incorporate
     such substitute provision in this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]


                                      -48-
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its authorized officer as of the date first indicated above.


                                    STOCKGROUP.COM HOLDINGS, INC.

                                    By:_________________________________________

                                    Name:_______________________________________

                                    Title:______________________________________


<PAGE>


                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To Stockgroup.com Holdings, Inc:

     In  accordance  with the  Warrant  enclosed  with this Form of  Election to
Purchase,  the undersigned hereby  irrevocably elects to purchase  _____________
shares of common stock, no par value per share, of Stockgroup.com Holdings, Inc.
(the "Common Stock") and , if such Holder is not utilizing the cashless exercise
provisions  set forth in this  Warrant,  encloses  herewith  $________  in cash,
certified or official bank check or checks,  which sum  represents the aggregate
Exercise  Price (as defined in the  Warrant)  for the number of shares of Common
Stock to which this Form of  Election  to Purchase  relates,  together  with any
applicable taxes payable by the undersigned pursuant to the Warrant.

     The undersigned  requests that  certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of

                                            PLEASE INSERT SOCIAL SECURITY OR
                                            TAX IDENTIFICATION NUMBER

                                            ____________________________________

________________________________________________________________________________

                         (Please print name and address)


     If the number of shares of Common Stock  issuable upon this exercise  shall
not be all of the shares of Common  Stock which the  undersigned  is entitled to
purchase in accordance with the enclosed Warrant,  the undersigned requests that
a New Warrant (as defined in the Warrant)  evidencing  the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued in the name of and delivered to:

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________

________________________________________________________________________________

Dated:___________ ,   _____             Name of Holder:


                                           (Print)______________________________

                                           (By:)________________________________
                                           (Name:)
                                           (Title:)
                                           (Signature  must  conform in all
                                           respects to name of holder as
                                           specified on the face of the Warrant)


<PAGE>


                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant  to  purchase  ____________  shares  of Common  Stock of  Stockgroup.com
Holdings, Inc to which the within Warrant relates and appoints  ________________
attorney to transfer said right on the books of  Stockgroup.com  Holdings,  Inc.
with full power of substitution in the premises.

Dated:

___________ ,   _____


                          __________________________________________________
                          (Signature must conform in all respects to name
                           of holder as specified on the face of the Warrant)


                          __________________________________________________
                                       Address of Transferee
                          __________________________________________________

                          __________________________________________________



In the presence of:


________________________