Exhibit 4.2  8% Convertible Note

NEITHER THIS NOTE NOR THE SECURITIES  INTO WHICH THIS NOTE IS  CONVERTIBLE  HAVE
BEEN  REGISTERED  WITH THE SECURITIES AND EXCHANGE  COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION  FROM  REGISTRATION  UNDER
THE 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,
OR IN A  TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


No. 6                                                                US $500,000

                          STOCKGROUP.COM HOLDINGS, INC.
                               8% CONVERTIBLE NOTE
                               DUE MARCH 31, 2002

     THIS  Note is one of a  series  of duly  authorized  and  issued  notes  of
Stockgroup.com Holdings, Inc., a Colorado corporation,  having a principal place
of business at 750 West Pender Street,  Suite 500, Vancouver,  British Columbia,
Canada V6C 2T7 (the  "Company"),  designated as its 8%  Convertible  Notes,  due
March 31, 2002,  in the  aggregate  principal  amount of Three  Million  Dollars
($3,000,000)  (the  "Notes").  All  references  to $  (dollars)  shall be to US$
(United States Dollars).

     FOR VALUE  RECEIVED,  the Company  promises  to pay to Amro  International,
S.A.,  or its  registered  assigns (the  "Holder"),  the  principal  sum of Five
Hundred Thousand Dollars  ($500,000),  on March 31, 2002 or such earlier date as
the Notes are  required or  permitted  to be repaid as provided  hereunder  (the
"Maturity Date") and to pay interest to the Holder on the aggregate  outstanding
principal  amount of this Note at the rate of 8% per annum, in cash or shares of
Common  Stock (as  defined in  Section  7), on each  Conversion  Date and on the
Maturity Date (as defined herein).  Subject to the terms and conditions  herein,
the decision whether to pay interest hereunder in shares of Common Stock or cash
shall be at the  discretion  of the Company.  Not less than ten Trading Days (as
defined in Section 7) prior to each  Conversion  Date, the Company shall provide
the Holder with written notice of its election to pay interest  hereunder either
in cash or shares of Common Stock pursuant to the terms of Section  4(a)(i) (the
Company may indicate in such notice that the  election  contained in such notice
shall continue for later periods until revised).  Subject to Section 4(a)(i)(B),
failure to timely provide such written notice shall be deemed an election by the
Company to pay the  interest on such  Conversion  Date in shares of Common Stock
pursuant to the terms of Section  4(a)(i).  Interest  shall be calculated on the
basis of a 360-day year and shall accrue daily  commencing on the Original Issue
Date (as  defined  in Section 7) until  payment  in full of the  principal  sum,
together with all accrued and unpaid interest and other amounts which may become
due hereunder,  has been made. Interest hereunder will be paid to the Person (as
defined in Section 7) in whose name this Note is  registered  on the  records of
the Company regarding registration and transfers of Notes (the "Note Register").
All overdue  accrued  and unpaid  interest  to be paid in cash  hereunder  shall
entail a late fee at the rate of 18% per annum (or such lower maximum  amount of
interest  permitted to be charged under  applicable law) (to accrue daily,  from
the date such  interest  is due  hereunder  through  and  including  the date of
payment), payable in cash.

     This Note is subject to the following additional provisions:

     Section  1.  This Note is  exchangeable  for an equal  aggregate  principal
amount of Notes of different  authorized  denominations  of at least $50,000 (or
such lesser principal  amount as shall then be outstanding  under this Note), as
requested by the Holder  surrendering  the same. No service  charge will be made
for such registration of transfer or exchange.

     Section  2.  This  Note has  been  issued  subject  to  certain  investment
representations  of the original Holder set forth in the Purchase  Agreement (as
defined in Section 7) and may be  transferred  or exchanged  only in  compliance
with  the  Purchase  Agreement.  Prior to due  presentment  to the  Company  for
transfer  of this Note,  the  Company and any agent of the Company may treat the
Person (as defined in Section 7) in whose name this Note is duly  registered  on
the Note  Register as the owner hereof for the purpose of  receiving  payment as
herein provided and for all other purposes, whether or not this Note is overdue,
and  neither  the  Company nor any such agent shall be affected by notice to the
contrary.


<PAGE>

     Section 3. Events of Default.

          (a) "Event of Default",  wherever  used  herein,  means any one of the
     following  events (whatever the reason and whether it shall be voluntary or
     involuntary  or effected by operation  of law or pursuant to any  judgment,
     decree or order of any  court,  or any  order,  rule or  regulation  of any
     administrative or governmental body):

               (i) any default in the payment of the principal  of,  interest on
          or  liquidated  damages in respect of, any Notes (other than a failure
          to pay the Put Price (as,  defined in Section  7), the remedy of which
          is contained in Section 5), free of any claim of subordination, within
          five days of the date the same shall  become due and payable  (whether
          on a  Conversion  Date  or the  Maturity  Date or by  acceleration  or
          otherwise);

               (ii) the  Company  shall fail to  observe  or  perform  any other
          covenant,  agreement or warranty contained in, or otherwise commit any
          breach of any of the  Transaction  Documents (as defined in Section 7)
          other than such covenants or agreements which are the specific subject
          of another  Event of Default under this Section 3, and such failure or
          breach shall not have been remedied  within twenty days after the date
          on which notice of such failure or breach shall have been given;

               (iii) the Company or any of its subsidiaries  shall commence,  or
          there shall be commenced  against the Company or any such subsidiary a
          case under any  applicable  bankruptcy  or  insolvency  laws as now or
          hereafter in effect or any successor thereto, or the Company commences
          any other proceeding under any reorganization, arrangement, adjustment
          of debt, relief of debtors, dissolution,  insolvency or liquidation or
          similar law of any  jurisdiction  whether now or  hereafter  in effect
          relating  to the  Company  or  any  subsidiary  thereof  or  there  is
          commenced  against  the  Company or any  subsidiary  thereof  any such
          bankruptcy,  insolvency or other proceeding which remains  undismissed
          for a period of 60 days; or the Company or any  subsidiary  thereof is
          adjudicated  insolvent  or  bankrupt;  or any order of relief or other
          order approving any such case or proceeding is entered; or the Company
          or any subsidiary  thereof suffers any appointment of any custodian or
          the  like  for it or  any  substantial  part  of  its  property  which
          continues  undischarged  or unstayed  for a period of 60 days;  or the
          Company or any subsidiary  thereof makes a general  assignment for the
          benefit of creditors; or the Company shall fail to pay, or shall state
          that it is  unable  to pay,  or  shall be  unable  to pay,  its  debts
          generally as they become due; or the Company or any subsidiary thereof
          shall  call a meeting  of its  creditors  with a view to  arranging  a
          composition,  adjustment or restructuring of its debts; or the Company
          or any subsidiary thereof shall by any act or failure to act expressly
          indicate  its consent to,  approval of or  acquiescence  in any of the
          foregoing; or any corporate or other action is taken by the Company or
          any  subsidiary  thereof  for  the  purpose  of  effecting  any of the
          foregoing;

               (iv) the Company  shall default in any of its  obligations  under
          any mortgage, credit agreement or other facility, indenture agreement,
          factoring  agreement  or other  instrument  under  which  there may be
          issued, or by which there may be secured or evidenced any indebtedness
          for  borrowed  money or money  due  under  any long  term  leasing  or
          factoring  arrangement  of the  Company  in an  amount  exceeding  one
          hundred thousand  dollars  ($100,000),  whether such  indebtedness now
          exists or shall  hereafter be created and such default shall result in
          such indebtedness  becoming or being declared due and payable prior to
          the date on which it would otherwise become due and payable;

               (v) the Common Stock shall not be eligible  for  quotation on and
          quoted for  trading on the OTC  Bulletin  Board  ("OTC') or listed for
          trading  on the  Nasdaq  SmallCap  Market,  New York  Stock  Exchange,
          American  Stock  Exchange  or the  Nasdaq  National  Market  (each,  a
          "Subsequent Market") and shall not again be eligible for and quoted or
          listed for trading thereon within five Trading Days;

               (vi)  the  Company  shall  be a party to any  Change  of  Control
          Transaction  (as defined in Section 7), shall agree to sell or dispose
          all or in  excess  of 40% of its  assets  in one or more  transactions
          (whether  or not  such  sale  would  constitute  a Change  of  Control
          Transaction),  or shall  redeem or  repurchase



                                      -23-
<PAGE>

          more than a de  minimis  number  of  shares  of Common  Stock or other
          equity securities of the Company (other than redemptions of Underlying
          Shares (as defined in Section 7));

               (vii) an Underlying Shares Registration  Statement (as defined in
          Section 7) shall not have been  declared  effective by the  Commission
          (as  defined  in  Section  7) on or prior to the  180th  day after the
          Original Issue Date;

               (viii) if,  during the  Effectiveness  Period (as  defined in the
          Registration   Rights  Agreement  (as  defined  in  Section  8)),  the
          effectiveness of the Underlying Shares  Registration  Statement lapses
          for  any  reason  or the  Holder  shall  not be  permitted  to  resell
          Registrable   Securities  (as  defined  in  the  Registration   Rights
          Agreement)  under the Underlying  Shares  Registration  Statement,  in
          either  case,  for more than  twenty  Trading  Days (which need not be
          consecutive Trading Days);

               (ix) an Event (as defined in the Registration  Rights  Agreement)
          shall not have been cured to the  satisfaction  of the Holder prior to
          the  expiration  of thirty days from the Event Date (as defined in the
          Registration  Rights Agreement)  relating thereto (other than an Event
          resulting  from  a  failure  of  an  Underlying  Shares   Registration
          Statement to be declared  effective by the  Commission  on or prior to
          the 180th day after the Original Issue Date, which shall be covered by
          Section 3(a)(vii));

               (x) the Company shall fail for any reason to deliver certificates
          to a Holder prior to the twelfth day after a Conversion  Date pursuant
          to and in  accordance  with Section 4(b) or the Company  shall provide
          notice to the Holder, including by way of public announcement,  at any
          time, of its intention not to comply with requests for  conversions of
          any Notes in accordance with the terms hereof; or

               (xi) the Company shall fail for any reason to deliver the payment
          in cash  pursuant to a Buy-In (as defined  herein)  within  seven days
          after notice is delivered hereunder.

          (b) During the time that any portion of this Note remains outstanding,
     if any Event of Default occurs and is continuing, the full principal amount
     of this Note (and,  at the  Holder's  option,  all other Notes then held by
     such  Holder),  together  with  interest and other amounts owing in respect
     thereof,  to the date of acceleration  shall at the written election of the
     Holders become,  immediately due and payable in cash in accordance with the
     following  sentence.  The aggregate amount payable upon an Event of Default
     shall  be  equal  to the sum of (i) the  Mandatory  Prepayment  Amount  (as
     defined in Section 7) plus (ii) the product of (A) the number of Underlying
     Shares issued in respect of conversions  hereunder within thirty days prior
     to the date of a  declaration  of an Event of Default  and then held by the
     Holder and (B) the Per Share  Market Value (as defined in Section 7) on the
     date  prepayment  is due or the  date the  full  prepayment  price is paid,
     whichever  is  greater.  Interest  shall  accrue on the  prepayment  amount
     hereunder  from the seventh day after such amount is due (being the date of
     an Event of Default)  through the date of prepayment in full thereof at the
     rate of 18% per annum (or such lesser  maximum  amount that is permitted to
     be paid by  applicable  law), to accrue daily from the date such payment is
     due  hereunder  through and  including  the date of payment.  All Notes and
     Underlying  Shares for which the full prepayment price hereunder shall have
     been paid in accordance  herewith  shall  promptly be  surrendered to or as
     directed by the Company. The Holder need not provide and the Company hereby
     waives any  presentment,  demand,  protest or other notice of any kind, and
     the Holder may  immediately  and  without  expiration  of any grace  period
     (other than such grace period as may be specified within a particular Event
     of Default)  enforce any and all of its rights and remedies  hereunder  and
     all  other  remedies  available  to  it  under  applicable  law.  Any  such
     declaration  may be  rescinded  and annulled by Holder at any time prior to
     payment  hereunder.  No such  rescission  or  annulment  shall  affect  any
     subsequent Event of Default or impair any right consequent thereon.

     Section 4. Conversion.

          (a) (i)  Conversion  at  Option  of  Holder.  (A) This  Note  shall be
     convertible  into shares of Common Stock at the option of the Holder at any
     time and  from  time to time (1)  from  and  after a Put  Default  Date (as
     defined  in Section 5) with  respect  to the  principal  amount of the Note
     subject to the Put Notice (as defined in Section 5) giving rise thereto and
     (2) from and after a Notice Date (as defined in Section 6) with  respect to
     the



                                      -24-
<PAGE>

     principal amount of the Note subject to the applicable  Optional Prepayment
     Notice (as defined in Section 6). Notwithstanding the foregoing,  this Note
     may not be  converted  by the  Holder  prior  to the  120th  following  the
     Original  Issue Date.  The number of shares of Common Stock issuable upon a
     conversion  hereunder  shall be  determined  by  adding  the sum of (i) the
     quotient obtained by dividing (x) the outstanding  principal amount of this
     Note to be converted and (y) the Conversion Price (as defined herein),  and
     (ii) the  amount  equal to the  product  of (x) the  outstanding  principal
     amount of this Note to be  converted  and  (y)(I)  the  product  of (1) the
     quotient  obtained  by  dividing  .08 by 360 and (2) the number of days for
     which such principal amount was outstanding, divided by (II) the Conversion
     Price on the  Conversion  Date,  provided,  that if the Company  shall have
     timely  elected  to pay  the  interest  due on a  Conversion  Date  in cash
     pursuant  to the terms  hereof,  subsection  (ii)  shall not be used in the
     calculation  of the  number  of  shares of  Common  Stock  issuable  upon a
     conversion hereunder.

               (B) Notwithstanding anything to the contrary contained herein, if
          on any Conversion Date or on the Maturity Date:

                    (1) the  number  of  shares  of  Common  Stock  at the  time
               authorized,  unissued and unreserved for all purposes, or held as
               treasury  stock,  is  insufficient  to pay interest  hereunder in
               shares of Common Stock;

                    (2) after the  Interest  Effectiveness  Date (as  defined in
               Section 7) such shares of Common Stock (x) are not registered for
               resale pursuant to an effective  Underlying  Shares  Registration
               Statement  and (y) may not be sold  without  volume  restrictions
               pursuant to Rule 144(k)  promulgated under the Securities Act (as
               defined in Section  7), as  determined  by counsel to the Company
               pursuant to a written opinion letter,  addressed to the Company's
               transfer  agent  in the  form  and  substance  acceptable  to the
               applicable  Holder  and such  transfer  agent  (if the  shares of
               Common Stock are  permitted  by the Holder to be delivered  under
               this  clause (2) prior to the  Effectiveness  Date (as defined in
               the Registration  Rights  Agreement) and thereafter an Underlying
               Shares Registration  Statement shall be declared effective by the
               Commission,  the Company  shall,  within three Trading Days after
               the date of such  declaration  of  effectiveness,  exchange  such
               shares  for shares of Common  Stock that are free of  restrictive
               legends of any kind);

                    (3) the  Common  Stock is not listed or quoted on the OTC or
               on a Subsequent Market;

                    (4) the Company has failed to timely  satisfy its conversion
               obligations hereunder; or

                    (5) the issuance of such shares of Common Stock would result
               in a violation of Sections 4(a)(iii)(A) and (B),

               then,  at the  option  of the  Holder,  the  Company,  in lieu of
          delivering shares of Common Stock pursuant to Section  4(a)(i)(A)(ii),
          shall deliver, within three Trading Days of each applicable Conversion
          Date,  an amount in cash equal to the  product of (a) the  outstanding
          principal  amount of the Notes to be converted on such Conversion Date
          and (b) the product of (x) the  quotient  obtained by dividing  .08 by
          360 and (y) the  number of days for which  such  principal  amount was
          outstanding.

               (C) The Holder shall effect conversions by surrendering the Notes
          (or such portions thereof) to be converted,  together with the form of
          conversion notice attached hereto as Exhibit A (a "Conversion Notice")
          to the Company.  Each  Conversion  Notice shall  specify the principal
          amount of Notes to be converted and the date on which such  conversion
          is to be  effected,  which  date may not be  prior  to the  date  such
          Conversion Notice is delivered  hereunder (a "Conversion Date"). If no
          Conversion  Date is specified in a Conversion  Notice,  the Conversion
          Date  shall be the date  that  such  Conversion  Notice  is  delivered
          hereunder.  Subject to Section  4(b),  each  Conversion  Notice,  once
          given, shall be irrevocable. If the Holder is converting less than all
          of the principal  amount  represented  by the Note(s)  tendered by the
          Holder with the Conversion Notice, or if a conversion hereunder cannot
          be  effected  in full for any  reason,  the  Company  shall honor such
          conversion  to the extent  permissible  hereunder  and shall  promptly
          deliver to such Holder (in the manner and within the time set forth in
          Section  4(b)) a new Note for such  principal  amount  as has not been
          converted.

                                      -25-
<PAGE>


          (ii)  Automatic   Conversion.   Subject  to  the  provisions  in  this
     paragraph,  the principal amount of Notes for which conversion notices have
     not previously  been received or for which  prepayment has not been made or
     required   hereunder  shall  be  automatically   converted  on  the  second
     anniversary of the Original Issue Date (the  "Automatic  Conversion  Date")
     pursuant to Section  4(a)(i),  at the  Conversion  Price on such date.  The
     conversion  contemplated  by this  paragraph  shall not occur if (a) (1) an
     Underlying  Securities  Registration  Statement is not then  effective that
     names the Holder as a selling stockholder  thereunder and (2) the Holder is
     not  permitted  to  resell   Underlying  Shares  pursuant  to  Rule  144(k)
     promulgated  under the  Securities  Act,  without volume  restrictions,  as
     evidenced by an opinion letter of counsel  acceptable to the Holder and the
     transfer agent for the Common Stock; or (b) there are not sufficient shares
     of Common Stock  authorized and reserved for issuance upon such conversion.
     Notwithstanding  anything herein to the contrary,  the Automatic Conversion
     Date shall be extended (on a day-for-day  basis) for any Trading Days after
     the  Effectiveness  Date that the  Holder  is  unable to resell  Underlying
     Shares due to (a) the Common  Stock not being listed for trading on the OTC
     or any  Subsequent  Market,  (b) the  failure of an  Underlying  Securities
     Registration Statement to be declared effective by the Commission or, if so
     declared,  to remain  effective during the  Effectiveness  Period as to all
     Underlying  Shares,  or (c) the  suspension of the Holder's right to resell
     Underlying  Shares  thereunder.  Notwithstanding  anything to the  contrary
     contained  herein,  a  conversion  pursuant  to this  Section  shall not be
     subject to the provisions of Section 4(a)(iii).

          (iii) Certain Conversion Restrictions.

               (i) (1) A Holder  may not  convert  Notes or  receive  shares  of
          Common  Stock as  payment of  interest  hereunder  to the extent  such
          conversion  or receipt of such  interest  payment  would result in the
          Holder,  together with any affiliate thereof,  beneficially owning (as
          determined  in  accordance  with Section 13(d) of the Exchange Act (as
          defined in Section 7) and the rules promulgated  thereunder) in excess
          of 4.999% of the then issued and  outstanding  shares of Common Stock,
          including  shares issuable upon conversion of, and payment of interest
          on, the Notes 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 a
          conversion  hereunder,  unless the conversion 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
          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  conversion  hereunder  and to the  extent  that the Holder
          determines that the limitation  contained in this Section applies, the
          determination  of which portion of the  principal  amount of Notes are
          convertible shall be the  responsibility and obligation of the Holder.
          If the Holder has delivered a Conversion Notice for a principal amount
          of Notes that,  without  regard to any other shares that the Holder or
          its affiliates may  beneficially  own, 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  conversion  for the  maximum
          principal  amount permitted to be converted on such Conversion Date in
          accordance  with the  periods  described  in Section  4(b) and, at the
          option of the Holder,  either retain any principal amount tendered for
          conversion  in excess of the  permitted  amount  hereunder  for future
          conversions or return such excess principal amount to the Holder.  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.

                    (2) A Holder  may not  convert  Notes or  receive  shares of
               Common Stock as payment of interest  hereunder to the extent such
               conversion  or receipt of such  interest  payment would result in
               the Holder,  together  with any affiliate  thereof,  beneficially
               owning (as  determined  in  accordance  with Section 13(d) of the
               Exchange Act and the rules  promulgated  thereunder) in excess of
               9.999% of the then issued and outstanding shares of Common Stock,
               including  shares  issuable  upon  conversion  of, and payment of
               interest on, the Notes 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 a  conversion  hereunder,  unless the  conversion  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  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
               conversion hereunder and to the extent that the Holder determines


                                      -26-
<PAGE>

               that  the  limitation  contained  in this  Section  applies,  the
               determination  of which portion of the principal  amount of Notes
               are convertible shall be the responsibility and obligation of the
               Holder.  If the Holder has  delivered a  Conversion  Notice for a
               principal amount of Notes that would result in the issuance of in
               excess of the permitted amount  hereunder,  without regard to any
               other shares that the Holder or its affiliates  may  beneficially
               own,  the Company  shall notify the Holder of this fact and shall
               honor the conversion for the maximum  principal  amount permitted
               to be converted on such  Conversion  Date in accordance  with the
               periods  described  in  Section  4(b) and,  at the  option of the
               Holder,   either  retain  any  principal   amount   tendered  for
               conversion in excess of the permitted amount hereunder for future
               conversions or return such excess principal amount to the Holder.
               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) (i) Not later than three  Trading  Days after any  Conversion
          Date,  the Company  will  deliver to the Holder (i) a  certificate  or
          certificates  which shall be free of  restrictive  legends and trading
          restrictions  (other  than those  required  by  Section  3.1(b) of the
          Purchase Agreement)  representing the number of shares of Common Stock
          being   acquired  upon  the   conversion  of  Notes  (subject  to  the
          limitations set forth in Section  4(a)(iii)  hereof),  (ii) Notes in a
          principal amount equal to the principal amount of Notes not converted,
          and (iii) a bank check in the amount of  accrued  and unpaid  interest
          (if the  Company  has timely  elected or is  required  to pay  accrued
          interest in cash),  provided,  that the Company shall not be obligated
          to issue  certificates  evidencing the shares of Common Stock issuable
          upon  conversion  of the  principal  amount of Notes  until  Notes are
          delivered for  conversion to the Company,  or the Holder  notifies the
          Company  that such  Notes  have been  lost,  stolen or  destroyed  and
          provides a bond (or other adequate security)  reasonably  satisfactory
          to the Company to indemnify  the Company from any loss  incurred by it
          in  connection  therewith.  The  Company  shall,  upon  request of the
          Holder,  if available,  use its reasonable best efforts to deliver any
          certificate  or  certificates  required to be delivered by the Company
          under  this  Section   electronically  through  the  Depository  Trust
          Corporation or another  established  clearing  corporation  performing
          similar  functions.  If in the  case  of any  Conversion  Notice  such
          certificate or certificates are not delivered to or as directed by the
          applicable  Holder by the third  Trading Day after a Conversion  Date,
          the Holder  shall be entitled by written  notice to the Company at any
          time on or before its  receipt  of such  certificate  or  certificates
          thereafter,  to rescind  such  conversion,  in which event the Company
          shall immediately  return the certificates  representing the principal
          amount of Notes tendered for conversion.

                    (ii) If the  Company  fails to deliver  to the  Holder  such
               certificate or  certificates  pursuant to Section  4(b)(i) by the
               third Trading Day after the  Conversion  Date,  the Company shall
               pay to such Holder,  in cash, as liquidated  damages and not as a
               penalty, $4,000 for each Trading Day after such third Trading Day
               until such certificates are delivered. Nothing herein shall limit
               a Holder's  right to pursue actual damages or declare an Event of
               Default  pursuant  to  Section  3 for the  Company's  failure  to
               deliver  certificates  representing  shares of Common  Stock upon
               conversion  within the period  specified  herein and such  Holder
               shall have the right to pursue all  remedies  available  to it at
               law or in  equity  including,  without  limitation,  a decree  of
               specific  performance and/or injunctive relief.  Further,  if the
               Company  shall  not have  delivered  any cash due in  respect  of
               conversions  of Notes or as  payment of  interest  thereon by the
               third Trading Day after the  Conversion  Date, the Holder may, by
               notice to the  Company,  require the  Company to issue  shares of
               Common  Stock  pursuant  to Section  4(c),  except  that for such
               purpose the  Conversion  Price  applicable  thereto  shall be the
               lesser of the  Conversion  Price on the  Conversion  Date and the
               Conversion  Price on the  date of such  Holder  demand.  Any such
               shares will be subject to the provision of this Section.

                    (iii) In  addition  to any  other  rights  available  to the
               Holder,  if the  Company  fails to  deliver  to the  Holder  such
               certificate or  certificates  pursuant to Section  4(b)(i) by the
               third Trading Day after the  Conversion  Date,  and if after such
               third  Trading  Day  the  Holder  purchases  (in an  open  market
               transaction or otherwise) Common Stock to deliver in satisfaction
               of a sale by such  Holder  of the  Underlying  Shares  which  the
               Holder  anticipated  receiving upon such conversion (a "Buy-In"),
               then the Company shall (A) pay in cash to the Holder (in addition
               to any remedies available to or elected by the Holder) the amount
               by  which  (x)  the  Holder's  total  purchase  price  (including
               brokerage commissions,  if any) for the Common Stock so purchased
               exceeds (y) the product of (1) the aggregate  number of shares of
               Common  Stock that such  Holder  anticipated  receiving  from the
               conversion  at issue  multiplied  by (2) the market  price of the
               Common Stock at the time of the sale giving rise to such purchase
               obligation  and (B) at the option of the Holder,  either  reissue
               Notes in principal  amount equal to the



                                      -27-
<PAGE>

               principal  amount of the  attempted  conversion or deliver to the
               Holder the number of shares of Common  Stock that would have been
               issued  had  the  Company  timely   complied  with  its  delivery
               requirements  under Section 4(b)(i).  For example,  if the Holder
               purchases  Common Stock having a total  purchase price of $11,000
               to cover a Buy-In  with  respect to an  attempted  conversion  of
               Notes with  respect to which the market  price of the  Underlying
               Shares on the date of  conversion  was a total of  $10,000  under
               clause (A) of the  immediately  preceding  sentence,  the Company
               shall be  required  to pay the Holder  $1,000.  The Holder  shall
               provide the Company written notice indicating the amounts payable
               to the Holder in respect of the Buy-In.  Notwithstanding anything
               contained  herein  to the  contrary,  if a  Holder  requires  the
               Company to make payment in respect of a Buy-In for the failure to
               timely deliver certificates hereunder and the Company timely pays
               in full such  payment,  the Company  shall not be required to pay
               such Holder liquidated  damages under Section 4(b)(ii) in respect
               of the certificates resulting in such Buy-In.

               (c) (i) The  conversion  price in effect on any  Conversion  Date
          (the  "Conversion  Price")  shall  be the  lesser  of (1)  $3.72  (the
          "Initial  Conversion  Price"),  and (2) 88% of the average of the five
          lowest  Per  Share  Market  Values  during  the  thirty  Trading  Days
          immediately preceding the applicable  Conversion Date, provided,  that
          such number of Trading Days counted for  calculation of the Conversion
          Price may include  Per Share  Market  Values for up to thirty  Trading
          Days  prior to the  date on  which  Conversion  Notices  may  first be
          delivered  hereunder and that such thirty  Trading Day period shall be
          extended  for the number of Trading  Days  during such period in which
          (A)  trading  in  the  Common  Stock  is  suspended  by  the  OTC or a
          Subsequent  Market on which the Common  Stock is then  listed,  or (B)
          after the date declared  effective by the  Commission,  the Underlying
          Shares Registration Statement is not effective,  or (C) after the date
          declared effective by the Commission,  the Prospectus  included in the
          Underlying Shares Registration Statement may not be used by the Holder
          for the resale of Underlying Shares.

                    (ii)  If the  Company,  at any  time  while  any  Notes  are
               outstanding,  (a) shall pay a stock  dividend or otherwise make a
               distribution  or  distributions  on shares of its Common Stock or
               any other  equity  or equity  equivalent  securities  payable  in
               shares of  Common  Stock,  (b)  subdivide  outstanding  shares of
               Common  Stock  into  a  larger  number  of  shares,  (c)  combine
               (including by way of reverse stock split)  outstanding  shares of
               Common  Stock into a smaller  number of  shares,  or (d) issue by
               reclassification  of shares  of the  Common  Stock any  shares of
               capital stock of the Company,  then the Initial  Conversion 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
               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,  combination  or  re-classification.  In any case in
               which an  adjustment  under  this  Section  4(c)(ii)  or  Section
               4(c)(iv) is required to be made  effective  as of the record date
               for a specified event, if a Conversion  Notice 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
               shares of Common Stock, if any, in respect thereof over and above
               the  number  of  shares  of  Common  Stock   issuable  upon  such
               conversion on the basis of the Initial  Conversion 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 shares of Common Stock upon the occurrence of the
               event requiring such adjustment.

                    (iii)  If the  Company,  at any time  while  any  Notes  are
               outstanding,  shall  issue  rights,  options or  warrants  to all
               holders of Common  Stock (and not to Holders)  entitling  them to
               subscribe  for or purchase  shares of Common Stock at a price per
               share less than the Per Share  Market  Value at the  record  date
               mentioned below, then the Conversion Price shall be multiplied by
               a  fraction,  of which  the  denominator  shall be the  number of
               shares of the Common Stock (excluding  treasury  shares,  if any)
               outstanding  on the date of  issuance  of such rights or warrants
               plus the number of additional  shares of Common Stock offered for
               subscription or purchase, and of which the numerator shall be the
               number of shares of the Common Stock (excluding  treasury shares,
               if any)  outstanding  on the date of  issuance  of such rights or
               warrants plus the number of shares which the  aggregate  offering
               price of the total number of shares so offered would  purchase at
               such  Per  Share  Market  Value.  Such  adjustment  shall be made
               whenever  such rights or warrants  are issued,  and shall  become
               effective immediately after the record



                                      -28-
<PAGE>

               date for the  determination  of stockholders  entitled to receive
               such rights, options or warrants. However, upon the expiration of
               any such  right,  option or  warrant  to  purchase  shares of the
               Common Stock the issuance of which  resulted in an  adjustment in
               the Conversion Price pursuant to this Section, if any such right,
               option or warrant shall expire and shall not have been exercised,
               the Conversion  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  Conversion  Price made pursuant to
               the  provisions of this Section after the issuance of such rights
               or warrants) had the adjustment of the Conversion Price made upon
               the issuance of such rights, options or warrants 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 rights, options or warrants actually exercised.

                    (iv) If the Company or any subsidiary thereof, as applicable
               with respect to Common Stock  Equivalents (as defined below),  at
               any time  while  Notes are  outstanding,  shall  issue  shares of
               Common Stock or rights, warrants,  options or other securities or
               debt that are  convertible  into or  exchangeable  for  shares of
               Common Stock ("Common Stock Equivalents") entitling any Person to
               acquire shares of Common Stock at a price per share less than the
               Conversion  Price (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 the  Conversion  Price,  such  issuance  shall be
               deemed to have occurred for less than the Conversion Price), then
               the  Conversion  Price shall be  multiplied  by a  fraction,  the
               numerator  of which shall be the number of shares of Common Stock
               outstanding  immediately  prior to the issuance of such shares of
               Common Stock or such Common Stock  Equivalents plus the number of
               shares of Common Stock which the  offering  price for such shares
               of Common Stock or Common Stock Equivalents would purchase at the
               Conversion  Price,  and the denominator of which shall be the sum
               of the number of shares of Common Stock  outstanding  immediately
               prior to such  issuance plus the number of shares of Common Stock
               so issued or issuable,  provided,  that 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 shares
               of 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  Conversion  Price
               pursuant to this  Section,  if any such Common Stock  Equivalents
               shall expire and shall not have been  exercised,  the  Conversion
               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  Conversion   Price  made  pursuant  to  the
               provisions  of this  Section  after the  issuance  of such Common
               Stock  Equivalents)  had the adjustment of the  Conversion  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 Common  Stock  actually  purchased  upon the
               exercise of such Common  Stock  Equivalents  actually  exercised.
               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



                                      -29-
<PAGE>

               funds,  but shall not include a transaction  in which the Company
               is  issuing  securities  primarily  for the  purpose  of  raising
               capital.

                    (v) If the Company, at any time while Notes are outstanding,
               shall  distribute  to all  holders  of Common  Stock  (and not to
               Holders)  evidences  of its  indebtedness  or assets or rights or
               warrants to subscribe for or purchase any security,  then in each
               such case the Conversion Price at which Notes shall thereafter be
               convertible  shall be determined by  multiplying  the  Conversion
               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
               Per Share Market Value determined as of the record date mentioned
               above,  and of which the numerator shall be such Per Share Market
               Value 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 the Common  Stock as  determined  by the Board of Directors in
               good faith. In either case the adjustments  shall be described in
               a  statement  provided to the Holders of the portion of assets or
               evidences of  indebtedness  so distributed  or such  subscription
               rights  applicable to one share of Common Stock.  Such adjustment
               shall be made  whenever any such  distribution  is made and shall
               become  effective  immediately  after the record  date  mentioned
               above.

                    (vi) 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, the Holders
               shall have the right thereafter to, at their option,  (A) convert
               the then outstanding principal amount,  together with all accrued
               but unpaid interest and any other amounts then owing hereunder in
               respect  of this  Note  only  into the  shares of stock and other
               securities,  cash and  property  receivable  upon or deemed to be
               held   by   holders   of  the   Common   Stock   following   such
               reclassification or share exchange,  and the Holders of the Notes
               shall be  entitled  upon such  event to  receive  such  amount of
               securities, cash or property as the shares of the Common Stock of
               the Company  into which the then  outstanding  principal  amount,
               together  with all  accrued  but  unpaid  interest  and any other
               amounts  then owing  hereunder in respect of this Note could have
               been  converted  immediately  prior to such  reclassification  or
               share  exchange  would  have been  entitled  or (B)  require  the
               Company  to prepay the  aggregate  of its  outstanding  principal
               amount of Notes,  plus all  interest  and other  amounts  due and
               payable thereon, at a price determined in accordance with Section
               3(b).  The entire  prepayment  price shall be paid in cash.  This
               provision shall  similarly apply to successive  reclassifications
               or share exchanges.

                    (vii) All calculations under this Section 4 shall be made to
               the nearest cent or the nearest  1/100th of a share,  as the case
               may be. Any  adjustments  which by reason of this Section are not
               required  to be made  shall be  carried  forward  and taken  into
               account in any subsequent adjustment.

                    (viii) Whenever either the Initial  Conversion  Price or the
               Conversion Price is adjusted  pursuant to any of Section 4(c)(ii)
               - (v), the Company  shall  promptly  mail to each Holder a notice
               setting forth the Initial  Conversion  Price or Conversion  Price
               (as  applicable)  after such adjustment and setting forth a brief
               statement of the facts requiring such adjustment.

                    (ix) If (A) the  Company  shall  declare a dividend  (or any
               other  distribution)  on the Common Stock;  (B) the Company shall
               declare a special  nonrecurring  cash dividend on or a redemption
               of the Common Stock; (C) 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;  (D) 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, of any compulsory
               share  exchange  whereby the Common Stock is converted into other
               securities, cash or property; (E) the Company shall authorize the
               voluntary or involuntary  dissolution,  liquidation or winding up
               of the affairs of the Company;  then,  in each case,  the Company
               shall cause to be filed at each office or agency  maintained  for
               the  purpose of  conversion  of the Notes,  and shall cause to be
               mailed to the  Holders  at their  last  addresses  as they  shall
               appear upon the stock books of the Company,  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,  rights  or  warrants,  or if a  record  is not to be
               taken,  the date as of which the  holders of the Common  Stock of
               record  to  be   entitled   to  such   dividend,   distributions,


                                      -30-
<PAGE>

               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
               the Common  Stock of record  shall be entitled to exchange  their
               shares of the Common Stock for securities, cash or other property
               deliverable upon such  reclassification,  consolidation,  merger,
               sale, transfer or share exchange,  provided,  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.  Holders are  entitled to convert
               Notes during the 20-day period commencing the date of such notice
               to the effective date of the event triggering such notice.

                    (x) 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 an as
               valued  basis)  in one or a series  of  related  transactions,  a
               Holder  shall have the right to (A) if  permitted  under  Section
               3(b) hereof, exercise its rights of prepayment under Section 3(b)
               with respect to such event,  (B) convert its aggregate  principal
               amount of Notes  then  outstanding  into 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 such Holder  shall be entitled  upon
               such event or series of related  events to receive such amount of
               securities,  cash and property as the shares of Common Stock into
               which such  aggregate  principal  amount of Notes could have been
               converted  immediately  prior to such  merger,  consolidation  or
               sales would have been entitled, or (C) in the case of a merger or
               consolidation,  (x) require the surviving  entity to issue shares
               of convertible  preferred  stock or convertible  debentures  with
               such aggregate  stated value or in such face amount,  as the case
               may be,  equal to the  aggregate  principal  amount of Notes then
               held by such  Holder,  plus all accrued and unpaid  interest  and
               other  amounts  owing  thereon,  which  newly  issued  shares  of
               preferred   stock  or  debentures   shall  have  terms  identical
               (including  with respect to conversion) to the terms of this Note
               (except,  in the case of preferred  stock,  as may be required to
               reflect  the  differences  between  equity and debt) and shall be
               entitled to all of the rights and privileges of a Holder of Notes
               set forth herein and the  agreements  pursuant to which the Notes
               were issued (including, without limitation, as such rights relate
               to the acquisition, transferability,  registration and listing of
               such shares of stock other  securities  issuable upon  conversion
               thereof),  and  (y)  simultaneously  with  the  issuance  of such
               convertible preferred stock or convertible debentures, shall have
               the right to convert  such  instrument  only into shares of stock
               and other securities, cash and property receivable upon or deemed
               to be held by holders of Common  Stock  following  such merger or
               consolidation.  In the case of clause (C), the  conversion  price
               applicable for the newly issued shares of  convertible  preferred
               stock or convertible debentures shall be based upon the amount of
               securities,  cash and  property  that each share of Common  Stock
               would receive in such  transaction  and the  Conversion  Price in
               effect immediately prior to the effectiveness or closing date for
               such  transaction.   The  terms  of  any  such  merger,  sale  or
               consolidation  shall include such terms so as to continue to give
               the  Holders  the  right  to  receive  the  securities,  cash and
               property  set  forth  in this  Section  upon  any  conversion  or
               redemption  following such event.  This provision shall similarly
               apply to successive such events.

               (d) The Company  covenants  that it will at all times reserve and
          keep  available out of its  authorized  and unissued  shares of Common
          Stock solely for the purpose of issuance upon  conversion of the Notes
          and payment of interest on the Notes,  each as herein  provided,  free
          from preemptive rights or any other actual contingent  purchase rights
          of persons other than the Holders, not less than such number of shares
          of the Common Stock as shall (subject to any  additional  requirements
          of the  Company  as to  reservation  of such  shares  set forth in the
          Purchase  Agreement) be issuable  (taking into account the adjustments
          and   restrictions  of  Section  4(b))  upon  the  conversion  of  the
          outstanding  principal  amount of the Notes and  payment  of  interest
          hereunder.  The Company covenants that all shares of Common Stock that
          shall  be  so  issuable  shall,   upon  issue,  be  duly  and  validly
          authorized,   issued  and  fully  paid,   nonassessable  and,  if  the
          Underlying Shares  Registration  Statement has been declared effective
          under the  Securities  Act,  registered  for public sale in accordance
          with such Underlying Shares Registration Statement.

               (e) Upon a conversion hereunder the Company shall not be required
          to issue stock  certificates  representing  fractions of shares of the
          Common Stock, but may if otherwise  permitted,  make a cash payment in
          respect of any final fraction of a share based on the Per Share Market
          Value at such time. If the Company  elects not, or is unable,  to make
          such a cash payment,  the Holder shall be entitled to receive, in lieu
          of the final fraction of a share, one whole share of Common Stock.


                                      -31-
<PAGE>


               (f) The issuance of  certificates  for shares of the Common Stock
          on conversion of the Notes shall be made without charge to the Holders
          thereof for any documentary stamp or similar taxes that may be payable
          in respect of the issue or delivery of such certificate, provided that
          the  Company  shall not be required to pay any tax that may be payable
          in respect of any  transfer  involved in the  issuance and delivery of
          any such  certificate upon conversion in a name other than that of the
          Holder  of such  Notes  so  converted  and the  Company  shall  not be
          required  to issue or deliver  such  certificates  unless or until the
          person or persons  requesting the issuance  thereof shall have paid to
          the  Company the amount of such tax or shall have  established  to the
          satisfaction of the Company that such tax has been paid.

               (g) Any and all notices or other  communications or deliveries to
          be provided by the Holders hereunder,  including,  without limitation,
          any Conversion Notice,  shall be in writing and delivered  personally,
          by  facsimile,  sent  by a  nationally  recognized  overnight  courier
          service or sent by  certified or  registered  mail,  postage  prepaid,
          addressed  to  the  Company,   750  West  Pender  Street,  Suite  500,
          Vancouver,  British Columbia,  Canada V6C 2T7 (facsimile number: (604)
          331-1194,  attention:  Corporate  Secretary,  or such other address or
          facsimile  number as the  Company  may  specify  for such  purposes by
          notice to the Holders delivered in accordance with this Section,  with
          a copy  other than  Conversion  Notices  to  Sierchio  & Albert,  P.C.
          (facsimile number (212) 446-9504), attention Joseph Sierchio, Esq. Any
          and all notices or other  communications  or deliveries to be provided
          by the Company hereunder shall be in writing and delivered personally,
          by  facsimile,  sent  by a  nationally  recognized  overnight  courier
          service or sent by  certified or  registered  mail,  postage  prepaid,
          addressed to each Holder at the facsimile  telephone number or address
          of such Holder  appearing on the books of the  Company,  or if no such
          facsimile  telephone number or address appears, at the principal place
          of  business  of the  holder.  Any  notice or other  communication  or
          deliveries  hereunder  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), (ii) the date 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.

     Section 5. Put Option.  At any time and from time to time commencing on the
120th  calender  day after the  Original  Issue Date,  the Holder shall have the
right  (the "Put  Right") to request  that the  Company  prepay up to 25% of the
original  principal  amount of this  Note at a price  equal to the Put Price (as
defined in  Section 7) by  delivering  to the  Company a written  notice (a "Put
Notice") specifying (i) the outstanding principal amount of this Note subject to
the Put Right and the amount of all  accrued and unpaid  interest  owing on such
principal  amount,  and the amount of liquidated  damages (if any) then owing in
respect of such principal  amount and (ii) the applicable Put Price.  The Holder
shall not be entitled to deliver  Put Notices for in excess of an  aggregate  of
25% of the original  principal  amount under this Note in any thirty day period;
provided,  that, the amount of principal for which a Put Notice may be delivered
shall be measured on a  cumulative  basis from the date which the Put Notice may
first be delivered  hereunder  (for  example,  if prior to day 180 following the
Original  Issue Date,  Put Notices for only 10% of the original  principal  have
been delivered and paid, then on day 180 following the Original Issue Date a Put
Notice for up to 65% of the original principal amount may be delivered).


                                      -32-
<PAGE>

     Section 6. Prepayment at the Option of the Company.

          (a) The  Company  shall  have the right at all time and any time after
     the Original  Issue Date,  upon (x) if prior to the 120th day following the
     Original  Issue Date,  three Trading Days' notice to the Holders and (y) if
     on or after  the 120th day  following  the  Original  Issue  Date,  fifteen
     Trading  Days'  notice  to  the  Holders  (in  either  case,  an  "Optional
     Prepayment Notice" and the date such notice is received by the Holders, the
     "Notice  Date"),  to prepay  all or a portion of the Notes then held by the
     Holders at a cash price equal to the Optional  Prepayment Price (as defined
     below). From and after the 120th day following the Original Issue Date, the
     Company may only deliver an Optional  Prepayment  Notice to the Holders if,
     on the Notice Date (i) there is an effective Underlying Shares Registration
     Statement  pursuant  to which the  Holders  are  permitted  to utilize  the
     prospectus thereunder to resell all of the issued Underlying Shares and all
     of the  Underlying  Shares as are issuable  upon  conversion in full of the
     principal amount of the Notes subject to the Optional Prepayment Notice and
     (ii) the Common  Stock is listed for trading on the OTC or on a  Subsequent
     Market.  If any of the  foregoing  conditions  shall  cease to be in effect
     during  the  period  between  the  Notice  Date and the  date the  Optional
     Prepayment  Price  is  paid in  full,  then  the  Holders  subject  to such
     prepayment  may elect,  by written  notice to the Company given at any time
     after any of the  foregoing  conditions  shall  cease to be in  effect,  to
     invalidate ab initio such Optional Prepayment Notice.

          (b) The following provisions shall govern the rights of the Holders to
     convert  principal  amounts of the Note  subject to an Optional  Prepayment
     Notice.

              (1)    Prior to the 120th day following the Original Issue Date no
                     conversions of the Note may be tendered.

              (ii)   From and after the 120th day following  the Original  Issue
                     Date,   the   Holders   may  convert  any  portion  of  the
                     outstanding  principal  amount of the Notes  subject  to an
                     Optional  Redemption  Notice  prior to the later of the Due
                     Date (as  defined  below)  and the date  that the  Optional
                     Prepayment Price is paid in full. Any such principal amount
                     subject to a  non-payment  pursuant  to a Put Notice  under
                     Section 5 after the Put Exercise Date shall be  convertible
                     at  the  lower  of  the  Conversion   Price  under  Section
                     4(c)(i)(1) and 4(c)(i)(2).  Principal  amount subject to an
                     Optional Prepayment Notice and not subject to a non-payment
                     pursuant  to a Put  Notice  under  Section  5 after the Put
                     Exercise   Date  shall  be   convertible   at  the  Initial
                     Conversion Price.

              (iii)  If an Optional  Redemption Notice is delivered prior to the
                     120th day  following  the  Original  Issue Date but the Due
                     Date or the  date  on  which  actual  payment  of the  full
                     Optional  Prepayment  Price is made occurs on or after such
                     120th day, then the Holder may convert principal  hereunder
                     subject to such  Optional  Prepayment  Notice in accordance
                     with Clause (ii) above.

              (iv)   If a Put  Notice  is  delivered  prior  to  delivery  of an
                     Optional  Redemption Notice but the Due Date shall not have
                     occurred,  then the Holder may convert principal  hereunder
                     subject to such  Optional  Prepayment  Notice in accordance
                     with Clause (ii) above.

          (c) The  Optional  Prepayment  Price is due on the (x) if the Optional
     Prepayment  Notice is delivered on three Trading Days' notice in accordance
     with clause (x) of Section 6(a), the third Trading Day following the Notice
     Date,  and (y) if the  Optional  Prepayment  Notice is delivered on fifteen
     Trading  Days' notice in accordance  with clause (y) of Section  6(a),  the
     fifteenth  Trading Day following the Notice Date (in either case,  the "Due
     Date").  If any portion of the Optional  Prepayment Price shall not be paid
     by the Company by expiration of such fifteenth  Trading Day, interest shall
     accrue  thereon at the rate of 18% per annum (or the maximum rate permitted
     by applicable law,  whichever is less) until the Optional  Prepayment Price
     plus all such interest is paid in full. In addition,  if any portion of the
     Optional  Prepayment  Price  remains  unpaid  after such date,  the Holders
     subject to such  prepayment  may elect,  by written  notice to the  Company
     given within 45 Trading Days after the Due Date,  to  invalidate  ab initio
     such prepayment, notwithstanding anything herein contained to the contrary.
     If a  Holder



                                      -33-
<PAGE>

     elects to invalidate such  prepayment the Company shall  promptly,  and, in
     any event,  not later than three Trading Days from receipt of such Holder's
     notice of such  election,  return to such Holder all of the Notes for which
     the  Optional  Prepayment  Price  shall  not have been paid in full and the
     Holder shall return the portion of the Optional  Prepayment  Price, if any,
     previously paid.

          (d) The "Optional  Prepayment  Price" for the principal  amount of the
     Notes to be  prepaid  shall  equal the sum of (i) (1) in the event that the
     Due Date or, if payment  made  later,  such  later  date,  is  between  the
     Original  Issue Date and the 60th day  following  the Original  Issue Date,
     105% of the  principal  amount of the Notes,  (2) in the event that the Due
     Date or, if payment  made later,  such later date,  is between the 61st day
     and the 120th  following  the Original  Issue Date,  110% of the  principal
     amount of the Notes to be  prepaid,  or (3) in the event  that the Due Date
     or, if payment made later,  such later date, is at any time after 121st day
     following  the Original  Issue Date,  115% of the  principal  amount of the
     Notes to be prepaid and (ii) all interest,  other amounts,  costs, expenses
     and liquidated damages due in respect of such Notes.

     Section (ii Definitions. For the purposes hereof, the following terms shall
have the following meanings:

          "Business Day" means any day except Saturday, Sunday and any day which
     shall be a legal  holiday  or a day on which  banking  institutions  in the
     State  of  New  York  or the  Province  of  British  Columbia,  Canada  are
     authorized or required by law or other government action to close.

          "Change of Control  Transaction" means the occurrence of any of (i) an
     acquisition  after the date  hereof  by an  individual  or legal  entity or
     "group" (as described in Rule  13d-5(b)(1)  promulgated  under the Exchange
     Act) of effective control (whether through legal or beneficial ownership of
     capital stock of the Company, by contract or otherwise) of in excess of 40%
     of the voting securities of the Company,  (ii) a replacement at one time or
     over time of more than  one-half of the members of the  Company's  board of
     directors which is not approved by a majority of those  individuals who are
     members  of  the  board  of  directors  on the  date  hereof  (or by  those
     individuals  who are  serving as members of the board of  directors  on any
     date whose  nomination to the board of directors was approved by a majority
     of the  members  of the  board of  directors  who are  members  on the date
     hereof),  (iii) the merger of the Company with or into another  entity that
     is not wholly-owned by the Company, consolidation or sale of 50% or more of
     the assets of the  Company in one or a series of related  transactions,  or
     (iv) the execution by the Company of an agreement to which the Company is a
     party or by which it is bound,  providing  for any of the  events set forth
     above in (i), (ii) or (iii).

          "Commission" means the Securities and Exchange Commission.

          "Common  Stock" means the common stock,  no par value,  of the Company
     and stock of any other class into which such shares may hereafter have been
     reclassified or changed.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Interest  Effectiveness  Date"  means the earlier to occur of (x) the
     Effectiveness Date and (y) the date that an Underlying Shares  Registration
     Statement is declared effective by the Commission.

          "Mandatory Prepayment Amount" for any Notes shall equal the sum of (i)
     the  greater of (A) 120% of the  principal  amount of Notes to be  prepaid,
     plus all accrued and unpaid interest thereon,  and (B) the principal amount
     of Notes to be  prepaid,  plus all  accrued  and unpaid  interest  thereon,
     divided by the  Conversion  Price on (x) the date the Mandatory  Prepayment
     Amount  is  demanded  or  otherwise  due  or (y)  the  date  the  Mandatory
     Prepayment Amount is paid in full, whichever is less, multiplied by the Per
     Share  Market  Value on (x) the date the  Mandatory  Prepayment  Amount  is
     demanded or otherwise due or (y) the date the Mandatory  Prepayment  Amount
     is paid in full, whichever is greater,  and (ii) all other amounts,  costs,
     expenses and liquidated damages, if any, due in respect of such Notes.


                                      -34-
<PAGE>

          "Original Issue Date" shall mean the date of the first issuance of the
     Notes  regardless of the number of transfers of any Note and  regardless of
     the number of instruments which may be issued to evidence such Note.

          "Per Share  Market  Value" means on any  particular  date means on any
     particular date (a) the closing bid price per share of Common Stock on such
     date on the  Subsequent  Market on which the Common Stock is then listed or
     quoted,  or if there is no such price on such date,  then the  closing  bid
     price on the Subsequent  Market on the date nearest preceding such date, or
     (b) if the  Common  Stock is not then  listed  or  quoted  on a  Subsequent
     Market,  the closing bid price for a shares of Common  Stock in the OTC, as
     reported  by  the  National   Quotation  Bureau   Incorporated  or  similar
     organization or agency  succeeding to its functions of reporting prices) at
     the close of business on such date,  or (c) if the Common Stock is not then
     reported  by  the  National  Quotation  Bureau   Incorporated  (or  similar
     organization  or agency  succeeding to its functions of reporting  prices),
     then the average of the "Pink  Sheet"  quotes for the  relevant  conversion
     period,  as  determined  in good faith by the Holder,  or (d) if the Common
     Stock are not then  publicly  traded  the fair  market  value of a share of
     Common Stock as  determined  by an Appraiser  selected in good faith by the
     Holders of a majority of the Notes.

          "Person"  means  a  corporation,   an   association,   a  partnership,
     organization,   a  business,  an  individual,  a  government  or  political
     subdivision thereof or a governmental agency.

          "Purchase  Agreement" means the Convertible  Note Purchase  Agreement,
     dated as of the Original  Issue Date, to which the Company and the original
     Holder are parties, as amended,  modified or supplemented from time to time
     in accordance with its terms.

          "Put  Price"  for any  Notes  shall  equal  the sum of (i) 115% of the
     principal  amount of the Notes  subject to the Put Right,  plus all accrued
     and unpaid interest thereon,  and (ii) all other amounts,  expenses,  costs
     and liquidated damages, if any, due in respect of such Notes.

          "Registration   Rights   Agreement"  means  the  Registration   Rights
     Agreement,  dated as of the Original  Issue Date,  to which the Company and
     the original Holder are parties, as amended,  modified or supplemented from
     time to time in accordance with its terms.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Trading Day" means (a) a day on which the Common Stock is traded on a
     Subsequent  Market on which the Common  Stock is then listed or quoted,  as
     the case may be, or (b) if the Common  Stock is not listed on a  Subsequent
     Market,  a day on which the Common Stock is traded in the  over-the-counter
     market, as reported by the OTC, or (c) if the Common Stock is not quoted on
     the OTC, a day on which the Common Stock is quoted in the  over-the-counter
     market as reported by the National  Quotation  Bureau  Incorporated (or any
     similar  organization  or agency  succeeding  its  functions  of  reporting
     prices); provided,  however, that in the event that the Common Stock is not
     listed or quoted as set forth in (a), (b) and (c) hereof,  then Trading Day
     shall mean any day  except  Saturday,  Sunday and any day which  shall be a
     legal  holiday or a day on which banking  institutions  in the State of New
     York are authorized or required by law or other government action to close.

          "Transaction  Documents"  shall  have  the  meaning  set  forth in the
     Purchase Agreement.

          "Underlying  Shares"  means the shares of Common Stock  issuable  upon
     conversion of Notes or as payment of interest in accordance  with the terms
     hereof.

          "Underlying  Shares  Registration   Statement"  means  a  registration
     statement  meeting the requirements  set forth in the  Registration  Rights
     Agreement,  covering among other things the resale of the Underlying Shares
     and naming the Holder as a "selling stockholder" thereunder.




                                      -35-
<PAGE>

     Section 8 Except as expressly  provided  herein,  no provision of this Note
shall alter or impair the  obligation  of the  Company,  which is  absolute  and
unconditional, to pay the principal of, interest and liquidated damages (if any)
on, this Note at the time, place, and rate, and in the coin or currency,  herein
prescribed.  This Note is a direct  obligation  of the Company.  This Note ranks
pari  passu with all other  Notes now or  hereafter  issued  under the terms set
forth herein. As long as there are Notes outstanding,  the Company shall not and
shall cause it  subsidiaries  not to,  without the consent of the  Holders,  (i)
amend its certificate of incorporation,  bylaws or other charter documents so as
to adversely affect any rights of the Holders;  (ii) repay,  repurchase or offer
to repay,  repurchase or otherwise  acquire  shares of its Common Stock or other
equity securities other than as to the Underlying Shares to the extent permitted
or required under the Transaction  Documents;  or (iii) enter into any agreement
with respect to any of the foregoing.  The Company may only  voluntarily  prepay
the  outstanding  principal  amount on the Notes in  accordance  with  Section 5
hereof.

     Section 9 This Note shall not  entitle the Holder to any of the rights of a
stockholder of the Company,  including without limitation, the right to vote, to
receive  dividends and other  distributions,  or to receive any notice of, or to
attend, meetings of stockholders or any other proceedings of the Company, unless
and to the extent  converted into shares of Common Stock in accordance  with the
terms hereof.

     Section 10 If this Note shall be mutilated,  lost, stolen or destroyed, the
Company shall  execute and deliver,  in exchange and  substitution  for and upon
cancellation of a mutilated  Note, or in lieu of or in substitution  for a lost,
stolen or destroyed  Note, a new Note for the  principal  amount of this Note so
mutilated,  lost,  stolen or destroyed but only upon receipt of evidence of such
loss,  theft or  destruction  of such Note,  and of the  ownership  hereof,  and
indemnity and bond, if requested, all reasonably satisfactory to the Company.

     Section 11 No  indebtedness  of the Company is senior to this Note in right
of payment,  whether with respect to interest,  damages or upon  liquidation  or
dissolution  or  otherwise.  The Company will not and will not permit any of its
subsidiaries to, directly or indirectly,  enter into, create,  incur,  assume or
suffer to exist any  indebtedness  of any kind, on or with respect to any of its
property or assets now owned or hereafter  acquired or any  interest  therein or
any income or profits therefrom.

     Section 12 This Note shall be governed by and construed in accordance  with
the laws of the State of New York,  without  giving  effect to conflicts of laws
thereof.  The Company and the Holder hereby irrevocably submits to the exclusive
jurisdiction  of the state and federal  courts  sitting in the City of New York,
Borough of  Manhattan,  for the  adjudication  of any  dispute  hereunder  or in
connection  herewith or with any  transaction  contemplated  hereby or discussed
herein,  and hereby  irrevocably  waives,  and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that it is not  personally  subject  to the
jurisdiction  of any such  court,  or that such suit,  action or  proceeding  is
improper.  Each of the Company and the Holder hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or  proceeding by receiving a copy thereof sent to the Company at the address in
effect for  notices to it under this  instrument  and agrees  that such  service
shall  constitute  good and  sufficient  service of process and notice  thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.

     Section  13 Any  waiver  by the  Company  or the  Holder of a breach of any
provision  of this Note shall not operate as or be  construed  to be a waiver of
any other breach of such  provision  or of any breach of any other  provision of
this Note.  The  failure of the  Company  or the  Holder to insist  upon  strict
adherence  to any  term of  this  Note on one or  more  occasions  shall  not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Note. Any waiver must be
in writing.

     Section  14  If  any  provision  of  this  Note  is  invalid,   illegal  or
unenforceable,  the  balance  of this Note shall  remain in  effect,  and if any
provision is inapplicable to any person or circumstance,  it shall  nevertheless
remain applicable to all other persons and  circumstances.  If it shall be found
that any interest or other amount deemed  interest due  hereunder  shall violate
applicable laws governing  usury,  the applicable rate of interest due hereunder
shall automatically be lowered to equal the maximum permitted rate of interest.

     Section 15 Whenever any payment or other obligation  hereunder shall be due
on a day other  than a  Business  Day,  such  payment  shall be made on the next
succeeding Business Day.


                                      -36-
<PAGE>



                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGE FOLLOWS]


                                      -37-
<PAGE>


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


                          STOCKGROUP.COM HOLDINGS, INC.



                          By:___________________________________________________
                             Name:
                             Title:

Attest:


By:___________________________________________________
   Name:
   Title:


<PAGE>

                                    EXHIBIT A

                              NOTICE OF CONVERSION


(To be Executed by the Registered Holder
in order to Convert the Note)

The undersigned hereby elects to convert the attached Note into shares of common
stock, without par value (the "Common Stock"), of Stockgroup.com  Holdings, Inc.
(the  "Company")  according  to the  conditions  hereof,  as of the date written
below.  If  shares  are  to be  issued  in  the  name  of a  person  other  than
undersigned,  the  undersigned  will pay all transfer taxes payable with respect
thereto and is delivering  herewith such certificates and opinions as reasonably
requested by the Company in accordance therewith.  No fee will be charged to the
holder for any conversion, except for such transfer taxes, if any.

Conversion calculations:      _________

                        Date to Effect Conversion

                        ______________________________________________
                        Principal Amount of Notes to be Converted

                        ______________________________________________
                        Number of shares of Common Stock to be Issued

                        ______________________________________________
                        Applicable Conversion Price

                        ______________________________________________
                        Signature

                        ______________________________________________
                        Name

                        ______________________________________________
                        Address