Exhibit  4.1
                             SUBSCRIPTION AGREEMENT
                             ======================

                                  PRIVATE ISSUE
                                  =============


To:     STOCKGROUP  INFORMATION SYSTEMS INC.  (hereafter called the "COMPANY" or
        ------------------------------------
"ISSUER"), a Colorado company, with an address for notice and delivery at #500 -
750  W.  Pender  St.,  Vancouver,  British  Columbia,  V6C  2T7


[Subscribers please note that to fulfill this subscription properly you must (a)
read  this  document carefully and acquire your independent legal and investment
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advice as this document constitutes a binding legal document upon your tendering
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the  same  to  the  Company  or its agents, (b) fill in the amount of securities
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subscribed  for  in  the  section  "Securities  Requested  for  Purchase  by the
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Subscriber"  on  page 2 hereof, (c) check off the exemption below in the section
------------------------------      --------------------------------------------
"Eligibility Declaration by the Subscriber" (page 2 and following) which applies
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to  you  as  either  a US or Canadian subscriber, (d) complete the signature and
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information page at the end of this agreement, and (e) deliver this subscription
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agreement  and payment, in accordance with the section "Method of Subscription",
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to the Issuer or its designated agent and if subscribing pursuant to an offering
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memorandum  also  include  a  signed  'risk  acknowledgement'  document]
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                                COMPANY OFFERING
                                ----------------

     The  Company  is offering, on a private placement basis, units (the "Units"
or  also  the "Securities"), whereby each Unit consists of one common share (the
"Share"  or  "Shares"  as the context requires or also the "Securities") and one
non-transferable  share  purchase  warrant  (the  "Warrant" or "Warrants" as the
context  requires) of its own issue, to eligible investors (such an investor who
subscribes  to this issue by this document is hereafter called the "Subscriber")
at  a  price  of  $0.16  US  per  Unit.  The  Company offers, and the Subscriber
accepts,  the  Units  on  the  terms  and  conditions  hereafter  set  forth.

     With each Unit subscribed, the Subscriber shall receive one Share and shall
also  receive  a  Warrant  having  the  following  characteristics:

     (a)  two Warrants permits the purchase of another Share at a price of $0.22
          US  until  twelve  months  from  the  date  of  issue;
     (b)  the  Warrants  shall  be altered for each alteration of capital of the
          Company,  or  its successor, as to number and price in accordance with
          industry  practice;  and
     (c)  the  Warrants  are non-transferable and the Warrants and any resultant
          shares  are  subject  to  such  restrictions  as  law  requires.





<PAGE>
               SECURITIES REQUESTED FOR PURCHASE BY THE SUBSCRIBER
               ---------------------------------------------------

     BASED  UPON  THE  HEREAFTER TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES,
AND COVENANTS GIVEN BY EACH PARTY TO THE OTHER, THE SUBSCRIBER HEREBY SUBSCRIBES
FOR  AND  AGREES  TO  PURCHASE

______________________________ UNITS  OF  THE  COMPANY  FOR  AN  AGGREGATE
CONSIDERATION

OF  $__________________________________ US  (the  "SUBSCRIPTION  PRICE") AND FOR
WHICH  PAYMENT IS HEREBY DELIVERED TO THE COMPANY.  The Company, upon acceptance
by  the  board of all or part of this subscription, agrees to issue the accepted
number  of  Securities,  fully paid and non-assessable, as consideration for the
Subscriber's  subscription,  and to refund any excess subscription monies of the
Subscription  Price  of  any  non-accepted  portion.

     THE SUBSCRIBER UNDERSTANDS AND ACKNOWLEDGES THAT THE COMPANY IS A REPORTING
AND  PUBLICLY TRADING COMPANY LISTED ON THE NASD OVER-THE-COUNTER BULLETIN BOARD
AND  A REPORTING ISSUER IN BRITISH COLUMBIA AND THE SUBSCRIBER ACKNOWLEDGES THAT
NO  PARTY  INDEPENDENT  OF  THE  COMPANY  HAS  MADE  OR WILL MAKE ANY OPINION OR
REPRESENTATIONS  ON THE MERITS OR RISKS OF AN INVESTMENT IN THE SECURITIES.  THE
SUBSCRIBER  ACKNOWLEDGES  HEREBY  BEING  ADVISED  AND  IS  ENCOURAGED  TO  SEEK
INDEPENDENT  INVESTMENT  ADVICE.

     THE  SUBSCRIBER  WARRANTS  THAT  THE  SUBSCRIBER  HAS  TRUTHFULLY AND FULLY
DISCLOSED  THE  SUBSCRIBER'S  INFORMATION  IN THIS SUBSCRIPTION DOCUMENT AND HAS
READ  AND  CONCURS  IN  ALL  THE STATEMENTS OF THIS SUBSCRIPTION, UPON WHICH THE
COMPANY  RELIES (TO ITS POSSIBLE DAMAGE IF THE SUBSCRIBER DECLARES FALSELY), HAS
DISCLOSED  THE  SUBSCRIBER'S  PROPER  JURISDICTION  AND HAS DECLARED WHETHER THE
SUBSCRIBER IS OR IS NOT, DIRECTLY OR INDIRECTLY, A US SUBJECT AND HAS CONSIDERED
CAREFULLY  AND  ANSWERED  TRUTHFULLY  (AND  HAS  SOUGHT  APPROPRIATE COUNSEL AND
ADVICE)  AS  TO  THE  EXEMPTIONS  WHICH  APPLY  TO  THE SUBSCRIBER AND HAS FULLY
CONSIDERED THE ECONOMIC REASONABLENESS OF AN INVESTMENT BY THE SUBSCRIBER IN THE
COMPANY  IN  THE  CIRCUMSTANCES  OF  THE  SUBSCRIBER.


                    ELIGIBILITY DECLARATION BY THE SUBSCRIBER
                    -----------------------------------------

     AS  CONFIRMATION THAT THE SUBSCRIBER IS ELIGIBLE TO PURCHASE THE SECURITIES
AS  AN  EXEMPT PURCHASE THE SUBSCRIBER WARRANTS THAT IT COMPLIES WITH ONE OF THE
FOLLOWING  EXEMPTIONS,  WHICH  HAS  BEEN  CHECKED OFF AND UPON WHICH THE COMPANY
RELIES.

BRITISH  COLUMBIA  AND  ALBERTA  SUBSCRIBERS
--------------------------------------------

     THE  SUBSCRIBER DECLARES THAT THE SUBSCRIBER IS NOT A UNITED STATES SUBJECT
AND  IF  THE  SUBSCRIBER  IS  A  RESIDENT  OF  BRITISH  COLUMBIA  OR ALBERTA THE
SUBSCRIBER  FULFILLS ONE OF THE FOLLOWING CRITERIA (PLEASE CHECK OFF APPROPRIATE
CATEGORY)  AND  WHICH  CATEGORY  IS  WARRANTED  BY  THE  SUBSCRIBER:





<PAGE>

(  )      at  the  time  of  the  Subscriber's investment herein the Subscriber
          is  a  director,  officer, or employee of the Company or a subsidiary.

(    )    The  Subscriber  is  subscribing for an amount which has an aggregate
          acquisition  cost of not less than a prescribed amount (being $97,000)
          and  the  purchaser  is  not  a corporation, syndicate, partnership or
          other  form  of  incorporated or unincorporated entity or organization
          created  solely  to  permit  the  purchase of the Securities (or other
          similar purchases) by a group of individuals whose individual share of
          the aggregate acquisition cost of such Units is not less than $97,000.

(    )    The  Subscriber is purchasing the Securities as principal and fulfils
          one  of  the  following  categories:
          (a)  a director, senior officer or control person of the issuer, or of
               an  affiliate  of  the  issuer,
          (b)  a  spouse,  parent,  grandparent,  brother,  sister or child of a
               director,  senior  officer or control person of the issuer, or of
               an  affiliate  of  the  issuer,
          (c)  a  close personal friend of a director, senior officer or control
               person  of  the  issuer,  or  of  an  affiliate  of  the  issuer,
          (d)  a  close  business  associate  of  a  director, senior officer or
               control  person  of the issuer, or of an affiliate of the issuer,
               or
          (e)  a  person  or  company that is wholly owned by any combination of
               persons  or  companies  described  in  paragraphs  (a)  to  (d).
          [Section  3.1  of  Multilateral  Instrument  45-103]

(    )    The  Subscriber  is a resident of British Columbia and the Subscriber
          is  purchasing  the  Securities  as  principal  and  the  Subscriber:

          (a)  has  received  an  offering  memorandum  of  the  Issuer,  and
          (b)  has  signed  a  risk acknowledgement and provided the same to the
               Issuer. Notwithstanding any other provision of this agreement, if
               the  Subscriber has subscribed employing this exemption then such
               Subscriber  shall  have  the  benefit of any additional terms set
               forth in the offering memorandum or provided by law in respect to
               rights  of  recission  and  contractual  rights  in  the event of
               misrepresentation.
          [Subsection  4.1(1)  of  Multilateral  Instrument  45-103]

(    )    The  Subscriber  is  a  resident  of  Alberta  and:

          (a)  the  Subscriber  is  purchasing  the  Securities  as  principal,
          (b)  the  Subscriber has received an offering memorandum of the Issuer
               and  has  signed  a risk acknowledgement and provided the same to
               the  Issuer;  and
          (c)  either
               (i)  the  Subscriber  is an eligible investor (a person whose net
                    assets,  alone or with spouse, exceeds $400,000 or whose net
                    income  before  taxes  in the two most recent years exceeded





<PAGE>

                    $75,000 (or $125,000 with spouse) and who reasonably expects
                    to  exceed  such  amount  in  the  current  year),  or\

               (ii) the  Subscriber's aggregate acquisition cost does not exceed
                    $10,000.
               [Subsection  4.1(3)  of  Multilateral  Instrument  45-103]

(    )    The  Subscriber  is  an accredited investor and therefor is an exempt
          purchaser  by  virtue of the Subscriber's wealth. For an individual an
          'accredited  investor'  is  a  person  who  alone  or with spouse has,
          directly  or  indirectly,  financial  assets  (cash  and
          securities)exceeding  $1,000,000, net of related liabilities, or whose
          net income before taxes exceeded $200,000 in the two most recent years
          (or  $300,000 with spouse) and reasonably expects to exceed that level
          in  the  current  year.

     THE  SUBSCRIBER  REPRESENTS  AND  WARRANTS  THAT  HE  HAS DECLARED THAT THE
SUBSCRIBER IS NOT A PERSON SUBJECT TO UNITED STATES JURISDICTION BY CHECKING OFF
ONE  OF  THE  FOREGOING  CATEGORIES  OF  EXEMPTION AND SUCH DECLARATION WARRANTS
WITHOUT  EQUIVOCATION  THAT  THE  SUBSCRIBER  IS  NOT A US INVESTOR, DIRECTLY OR
INDIRECTLY,  AND  THE  SUBSCRIBER  IS  NOT SUBSCRIBING AS AN AGENT OR NOMINEE OR
TRUSTEE  OR  IN  ANY OTHER CAPACITY, PARTLY OR WHOLLY OR DIRECTLY OR INDIRECTLY,
FOR  A  US  PERSON  SUBJECT  TO  US  LAW.


UNITED  STATES  SUBSCRIBERS
---------------------------

     IF THE SUBSCRIBER IS A US CITIZEN (OR OTHERWISE SUBJECT TO US JURISDICTION)
THE SUBSCRIBER HEREBY SO DECLARES AND FURTHER DECLARES THAT THE SUBSCRIBER IS AN
"ACCREDITED  INVESTOR" AS THAT TERM IS DEFINED IN REGULATION D PROMULGATED UNDER
THE  RELEVANT  SECURITIES ACT (THE "ACT") OF THE UNITED STATES, BY VIRTUE OF THE
SUBSCRIBER'S QUALIFICATION UNDER ONE OR MORE OF THE FOLLOWING CATEGORIES (PLEASE
CHECK  OFF  APPROPRIATE  CATEGORY):

(    )    The  Subscriber  is  a  natural person whose individual net worth, or
          joint  net  worth  with  that  person's spouse exceeds $1,000,000, not
          including  the  Subscriber's  principal  residence.

(    )    The  Subscriber  is  a natural person who had an individual income in
          excess  of  $200,000  in  each  of  the two most recent years or joint
          income  with  that  person's  spouse  in excess of $300,000 in each of
          those  years  and  has  a  reasonable expectation of reaching the same
          income  level  in  the  current  year.

(    )    The  Subscriber  is  a corporation, organization described in section
          501(c)(3) of the United States Internal Revenue Code, Massachusetts or
          similar  business  trust,  or partnership, not formed for the specific
          purpose  of  acquiring  the Securities, with total assets in excess of
          $5,000,000.

(    )    The Subscriber is a trust, with total assets in excess of $5,000,000,
          not formed for the specific purpose of acquiring the Securities, whose
          purchase  is  directed  by  a  sophisticated  person.





<PAGE>

(    )    The Subscriber is a director or executive officer of the Corporation.

(    )    The  Subscriber  is a private business development company as defined
          in  section  202(a)(22)  of  the  Investment  Advisers  Act  of  1940.

(    )    The Subscriber is a bank as defined in section 3(a)(2) of the Act, or
          a  savings  and  loan  association  or other institution as defined in
          section  3(a)(5)(A)  of  the  Act  whether acting in its individual or
          fiduciary  capacity; a broker or dealer registered pursuant to section
          15  of  the  Securities  Exchange Act of 1934; an insurance company as
          defined  in section 2(13) of the Act; an investment company registered
          under  the  Investment  Company  Act of 1940 or a business development
          company  as  defined in section 2(a)(48) of that Act; a Small Business
          Investment  Company licensed by the U.S. Small Business Administration
          under  section  301(c)  or (d) of the Small Business Investment Act of
          1958;  a  plan  established  and  maintained by a state, its political
          subdivisions,  or  any  agency  or  instrumentality  of a state or its
          political subdivisions, for the benefit of its employees, if such plan
          has  total  assets  in  excess of $5,000,000; an employee benefit plan
          within  the  meaning of the Employee Retirement Income Security Act of
          1974  if  the  investment  decision  is  made  by a plan fiduciary, as
          defined  in section 3(21) of such Act, which is either a bank, savings
          and  loan  association,  insurance  company,  or registered investment
          adviser, or if the employee benefit plan has total assets in excess of
          $5,000,000  or,  if  a  self- directed plan, with investment decisions
          made  solely  by  persons  that  are  accredited  investors.

(    )    The  Subscriber  is  an entity in which all  of the equity owners are
          accredited  investors  under  one  or more of the categories set forth
          above.


                            REGULATION S APPLICATION
                            ------------------------

     AS  THE COMPANY IS A US COMPANY WHOSE SECURITIES ARE SUBJECT TO US LAW, THE
SUBSCRIBER  HEREBY  AGREES,  REPRESENTS  AND WARRANTS TO THE COMPANY AS FOLLOWS:

          (i)     Subscriber (i) is not a U.S. Person (as defined in Rule 902 of
Regulation  S  ("Regulation  S")  under the United States Securities Act of 1933
(the "1933 Act")), which definition includes, but is not limited to, any natural
person  resident  in  the  United  States,  any  corporation  or  partnership
incorporated  or organized under the laws of the United States, or any estate or
trust of which any executor, administrator or trustee is a U.S. Person); (ii) is
not  purchasing  any  of  the  Securities for the account or benefit of any U.S.
Person  or  for  offering,  resale or delivery for the account or benefit of any
U.S.  Person or for the account of any person in any jurisdiction other than the
jurisdiction  set out in the name and address of Subscriber below; and (iii) was
not  offered  any  Securities  in  the  United States and was outside the United
States  at  the  time  of execution and delivery of this Subscription Agreement.

          (ii)     Subscriber  acknowledges  that  the  Securities have not been
registered  under  the  1933  Act  and  the  Company  has agreed to register the
securities  purchased  under  this  offering  with  the  Securities and Exchange
Commission  by filing a registration statement under the 1933 Act within 60 days
of the closing of this offering.  The Subscriber agrees to resell the Securities





<PAGE>

only  in accordance with the provisions of Regulation S and any other applicable
securities  laws,  pursuant to a registration under the 1933 Act, or pursuant to
an  available  exemption  from  such registration, and that hedging transactions
involving the Securities may not be conducted unless in compliance with the 1933
Act.  The  Subscriber  understands  that  any  certificate  representing  the
Securities  will  bear  a  legend setting forth the foregoing restrictions.  The
Subscriber  understands that the Securities are restricted securities within the
meaning  of  Rule  144  promulgated  under the 1933 Act; that the exemption from
registration  under Rule 144 will not be available in any event for at least one
year  from the date of purchase and payment of the Securities by the Subscriber,
and  other terms and conditions of Rule 144 are complied with; and that any sale
of  the  Securities  may  be  made  by  the  Investor only in limited amounts in
accordance with such terms and conditions.  In addition, any Subscriber who is a
British  Columbia  or  Alberta  resident will be subject to British Columbia and
Alberta  resale  restrictions which will be set out in the legend stamped on the
certificate  representing  the  Securities.

          (iii)     No  U.S.  Person,  either  directly  or  indirectly, has any
beneficial  interest  in any of the Securities acquired by Subscriber hereunder,
nor  does  Subscriber have any agreement or understanding (written or oral) with
any  U.S.  Person  respecting:

               (a)  the transfer or any assignment of any rights or interest in
                    any of the Securities;

               (b)  the division of profits, losses, fees, commissions or any
                    financial stake in connection with this subscription; or

               (c)  the voting of the Securities.

          (iv)      the Subscriber understands that each person exercising any
Warrant  comprising  a  part  of  the Securities will be required to give to the
Company  at the time of exercise written certification that such person is not a
U.S.  person  and  that  the  Warrant is not being exercised on behalf of a U.S.
person.


                RESTRICTED SECURITIES AND RESTRICTED DISPOSITION
                ------------------------------------------------

     THE  SUBSCRIBER  REPRESENTS  AND  WARRANTS  THAT  THE  SUBSCRIBER  WAS  NOT
SPECIFICALLY  FORMED  AND  HAS  NOT  ACTED  TO  ACQUIRE  ANY  OF  THE SECURITIES
SUBSCRIBED  FOR IN THIS AGREEMENT IN VIOLATION OF THE PROVISIONS OF REGULATION S
OR  RULE  144  UNDER THE SECURITIES LAWS OF THE UNITED STATES OR IN VIOLATION OF
ANY  OF  THE  EXEMPTIONS  PROVIDED  BY THE SECURITIES LAWS OF ALBERTA OR BRITISH
COLUMBIA.  THE SUBSCRIBER ACKNOWLEDGES THAT THE SECURITIES WILL BE RESTRICTED AS
TO  DISPOSITION  AS  SET  FORTH  BELOW AND AGREES TO ABIDE BY SUCH RESTRICTIONS.

     Whether  the  Subscriber  has  purchased  subject  to Rule 144 or Reg. S or
pursuant  to  any  exemptions  under  the securities laws of British Columbia or
Alberta  the  Subscriber represents and warrants that the Subscriber understands
that:





<PAGE>

          (a)     neither  the  sale  of  the Securities which the Subscriber is
acquiring  nor  the  Securities  themselves  has been registered under any state
securities laws and the Securities must be held indefinitely unless subsequently
registered  or  an  exemption  from  such  registration  is  available;  and

          (b)  the share certificate representing the Securities will be stamped
with  the  following  legends (or substantially equivalent language) restricting
transfer:

     "The  securities  represented  by this certificate have not been registered
     under  the  Securities  Act  of 1933 or the laws of any state and have been
     issued  pursuant  to  an  exemption  from  registration  pertaining to such
     securities  and  pursuant  to a representation by the security holder named
     hereon  that  said securities have been acquired for purposes of investment
     and  not for purposes of distribution. These securities may not be offered,
     sold,  transferred, pledged or hypothecated in the absence of registration,
     or the availability of an exemption from such registration. Furthermore, no
     offer, sale, transfer, pledge or hypothecation is to take place without the
     prior  written  approval  of  counsel  to  the issuer being affixed to this
     certificate.  The  stock  transfer  agent  has  been  ordered to effectuate
     transfers  of  this  certificate  only  in  accordance  with  the  above
     instructions."

     "Unless  permitted  under  securities  legislation  in  British Columbia or
     Alberta, the holder of the securities shall not trade the securities before
     the  earlier of (i) the date that is 12 months and a day after the date the
     issuer first became a reporting issuer in any of Alberta, British Columbia,
     Manitoba, Nova Scotia, Ontario, Quebec and Saskatchewan, if the issuer is a
     SEDAR  filer; and (ii) the date that is 12 months and a day after the later
     of  (A)  the  distribution  date,  and  (B)  the  date  the issuer became a
     reporting  issuer  in  the  local  jurisdiction  of  the  purchaser  of the
     securities  that  are  the  subject  of  the  trade."

IT  IS  ACKNOWLEDGED  BY  THE  PARTIES  HERETO  THAT THE COMPANY WILL ATTEMPT TO
ACQUIRE THE BENEFIT OF FOUR MONTH HOLD PERIODS TO THE SECURITIES FOR THE BENEFIT
OF  BRITISH  COLUMBIA  AND  ALBERTA  SUBSCRIBERS  (AND  ANY SUBSCRIBERS IN OTHER
PROVINCES WHO MAY PARTICIPATE WHERE SUCH IS PERMITTED) BY APPLICATION TO LISTING
ON  THE  TSX  VENTURE  EXCHANGE  AND FILING OF AN AIF UNDER THE POLICIES OF SUCH
JURISDICTIONS.  HOWEVER,  IT  IS  ACKNOWLEDGED  THAT  THE  COMPANY  WILL  MAKE
REASONABLE  COMMERCIAL EFFORTS TO EFFECT SUCH AND THERE IS NO WARRANTY THAT SUCH
WILL  OCCUR.  IN THE EVENT OF FAILURE OF THE SAME THE FORGOING RESTRICTIONS WILL
APPLY  AND  THE  INVESTOR  IS  ALSO DIRECTED TO THE TERMS OF SECTION 2 UNDER THE
SECTION  HEADED  "ADDITIONAL INVESTMENT SUBSCRIPTION TERMS, CORPORATE DISCLOSURE
AND  GENERAL  SUBSCRIBER  ACKNOWLEDGEMENTS  AND  WARRANTIES"  BELOW.


                             METHOD OF SUBSCRIPTION
                             ----------------------

A  subscription shall be made by delivering to the Company or its agent a signed
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and  fully  completed  copy  of  this  subscription  agreement  (with  a  'risk
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acknowledgement  declaration' if subscribing pursuant to an offering memorandum)
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<PAGE>

and  the  Subscription  Price made to the order of the Company or its designated
--------------------------------------------------------------------------------
agent.
------

The  Company  shall  return  to  the  Subscriber the Subscription Price, or such
amount  as  has not been accepted, as to such part of the subscription which the
Company  has  not  accepted.

Should  the  Subscriber's  subscription  be  submitted to the solicitors for the
Issuer  and  payment  delivered  to  the solicitors in trust then the Subscriber
agrees  that  the  solicitors  shall  have  no  accountability to the Subscriber
whatsoever,  and  acknowledges that the solicitors are merely recipients for the
Issuer  and have no solicitors obligations of any nature to the Subscriber.  The
only duty the solicitors shall have is to deliver the subscription agreement and
the  subscription  monies  to  the  Issuer  and  the solicitors shall require no
further  instruction  other  than this paragraph from the Subscriber in order to
deliver  the  same  to  the  Issuer.  Under no circumstances shall the Company's
solicitors  be  considered to be giving legal or other advice or services to the
Subscriber and no communication between the Subscriber and such solicitors shall
be considered advice (at the most only administrative subscription assistance on
behalf  of  the Company) but the Subscriber shall rely solely and exclusively on
his  own  judgement  and  the  advice  of  his  own  counsel.


ADDITIONAL  INVESTMENT  SUBSCRIPTION  TERMS,  CORPORATE  DISCLOSURE  AND GENERAL
--------------------------------------------------------------------------------
SUBSCRIBER  ACKNOWLEDGMENTS  AND  WARRANTIES
--------------------------------------------

1.     DESCRIPTION  OF THE SECURITIES.   The Securities are a part of the common
       ------------------------------
shares  of the Company.  The Company's authorized capital consists of 75,000,000
common  shares  without  par  value,  of which 15,875,768 shares were issued and
outstanding  as  of  August 20, 2002, and 5,000,000 preferred shares without par
value,  of  which  no  shares were issued and outstanding as of August 20, 2002.
Copies  of  the  constating  documents  of  the  Company  describing  the common
securities  and  the  rights  of  holders  and  other corporate materials of the
Company  are  available  upon  request.

2.     CLOSING  OF  SUBSCRIPTION  AND  USE  OF  FUNDS  OF  THE SECURITIES.   The
       ------------------------------------------------------------------
Subscriber  agrees  that  closing  of  this  subscription, and completion of the
transaction,  is  subject to and deferred until listing of the Issuer on the TSX
Venture  Exchange  and  until  completion  of  an effective AIF filing ("Closing
Conditions").  Notwithstanding  such  deferral  the subscription monies shall be
advanced  to  the Issuer to reserve the Subscriber's subscription and the Issuer
may  employ  such  funds  for  its  business  purposes  nor  shall such funds be
considered  a  loan  and  shall  not bear interest but shall constitute solely a
reservation  of  subscription  and  advance  of funds.  The Subscriber shall not
demand  return  of  its  subscription  unless  the  Closing  Conditions have not
occurred  for a period in excess of one year from the date of this subscription.
Notwithstanding the Closing Conditions the Issuer may elect to waive the Closing
Conditions  on  or  before  such  one year subject to the Issuer being a trading
issuer  in  good standing on the OTCBB or another public exchange and subject to
the  Issuer proceeding to file an amended or new SB-2  qualifying the Securities
unless  the  Shares of the Securities otherwise have the benefit of an exemption
permitting  trading.  The  Subscriber  acknowledges  that the funds to be raised
from  the  Securities  are  to  be  employed  for the business of the Company in
accordance  with  management's  determination as to the best use of the same for





<PAGE>

the  Company's business plans.  Notwithstanding any disclosure document provided
concurrent  with this subscription the Company reserves the right at any time to
alter  its  business  plans  in accordance with management's appreciation of the
market  for  the  goods  and  services  of  the  Company and the best use of the
Company's  funds  to  advance  its  business,  whether  present  or  future.

3.     SECURITIES  ISSUED  AT  DIFFERENT  PRICES  AND  CHARACTERISTICS.   The
       ----------------------------------------------------------------
Subscriber  acknowledges that the Company will issue its securities at different
prices  which  may  occur  sequentially, from time-to-time, or at the same time.
The  Company  will  also issue offerings which have warrants, or other benefits,
attached  and  some  offerings  which  do not.  Not all subscribers will receive
common shares, or other share classes, of the Company at the same price and such
may  be  issued  at  vastly  different  prices  to  that of the Subscriber.  For
example,  the  Company  has  or  may  issue  Securities  at  nominal  prices for
developmental  assets  (which  cannot be valued and so may be assigned a nominal
value  on  the  Company's  books)  or  for  services  or to attract expertise or
management  talent  or  other circumstances considered advisable by the board of
directors.  Such  issuance  at  different  prices  are  made by the board in its
judgement  as  to  typical  structuring  for  a  company such as the Company, to
incentivise,  reward,  and  to  provide  a  measure of developmental control, to
acquire  assets or services which the board considers necessary or advisable for
the  Company's  development  and  success,  and other such considerations in the
board's  judgement.  The Subscriber acknowledges these matters, understands that
the  Subscriber's investment is not necessarily the most advantageous investment
in  the Company, and authorizes the Board now and hereafter to use its judgement
to  make such issuances whether such issuances are at a lesser, equal or greater
price than that of the Subscriber and whether such is prior to, concurrent with,
or  subsequent  to the Subscriber's investment. The Subscriber acknowledges that
the  Subscriber  has had disclosed to the Subscriber that the Company has issued
securities  at  different  prices  and  with  different  characteristics,  the
Subscriber  has had the opportunity for full disclosure and questions in respect
thereto,  and  the  Subscriber  accepts  without  equivocation  the  securities
structure  and  pricing  of  the  Company  by  subscription  hereto.

4.     SUBSCRIBER'S  ACKNOWLEDGMENTS.  The  Subscriber  agrees  and acknowledges
       -----------------------------
that:

     (a)  Withdrawal  or  Revocation.  This  Subscription Agreement is given for
          --------------------------  valuable  consideration  and  shall not be
          withdrawn  or  revoked  by  the  Subscriber  once  tendered  with  the
          Subscription  Price  except  for  Subscribers  in  British Columbia or
          Alberta  subscribing by offering memorandum exemption who shall have a
          right  to  cancel  the subscription by midnight on the second business
          day  after  the  Subscriber  has  signed  this  agreement;

     (b)  Agreement to be Bound. The Subscriber hereby specifically agrees to be
          ----------------------  bound  by  the  terms  of  this  Subscription
          Agreement  as  to  all  particulars  hereof  and  hereby reaffirms the
          acknowledgments,  representations,  and  powers  set  forth  in  this
          Subscription  Agreement;

     (c)  Reliance  on  Subscriber's Representations. The Subscriber understands
          ------------------------------------------- that the Company will rely
          on  the  acknowledgments,  representations,  and  covenants  of  the





<PAGE>

          Subscriber  herein  in determining whether a sale of the Securities to
          the  Subscriber  is in compliance with applicable securities laws. The
          Subscriber  warrants  that  all  acknowledgments,  representations and
          covenants  are  true  and  accurate;

     (d)  Waiver  of  Preemptive  Rights. The Subscriber hereby grants, conveys,
          ------------------------------- and vests the President of the Company
          as  the  Subscriber's  power  of  attorney  solely  for the purpose of
          waiving  any  prior or preemptive rights which the Subscriber may have
          to  further  issues  of  equity  by  the  Company.

5.     SUBSCRIBER'S  REPRESENTATIONS,  WARRANTIES,  AND  UNDERSTANDINGS.  The
       ----------------------------------------------------------------
Subscriber  represents  and  warrants  to  the  Company  and  states  that:

     (a)  Principal.  The  Subscriber  is purchasing the Securities as principal
          ---------  for  his  own  account and not for the benefit of any other
          person  except  as otherwise stated herein, and not with a view to the
          resale  or  distribution  of  all  or  any  of  the  Securities;

     (b)  Decision  to  Purchase.  The  decision of the Subscriber to enter into
          -----------------------  this  agreement and  to  purchase  Securities
          pursuant  hereto  has  been  based only on the representations of this
          agreement  and  any  collateral  business  plan or offering memorandum
          provided herewith. It is not made on other information relating to the
          Company  and  not upon any oral representation as to fact or otherwise
          made  by  or  on  behalf  of  the  Company  or  any  other person. The
          Subscriber  agrees  that  the  Company  assumes  no  responsibility or
          liability  of  any  nature  whatsoever  for  the accuracy, adequacy or
          completeness  of any business plan information, which has been created
          based  upon  the  Company's  management experience. In particular, and
          without  limiting  the  generality  of  the foregoing, the decision to
          subscribe  for  Securities  has  not  been  influenced  by:

          (i)  Newspaper, magazine or other media articles or reports related to
               the  Company  or  its  business;  or

          (ii) Promotional literature or other materials used by the Company for
               sales  or  marketing  purposes;  or

          (iii)Any representations, oral or otherwise, that the Securities will
               be repurchased or have any guaranteed future realizable value, or
               that  there  is any certainty as to the success of the Company or
               liquidity  or  value  of  the  Securities.

     (c)  Economic  Risk.  The  Subscriber  has such knowledge and experience in
          ---------------  financial and  business  affairs  as to be capable of
          evaluating  the  merits and risks of his investment in the Securities,
          or  has  sought  and received independent professional advice, and the
          Subscriber  is  able  to bear the economic risk of a total loss of the
          Subscriber's  investment  in  the  Securities;





<PAGE>

     (d)  Speculative  Investment. The Subscriber understands that an investment
          ------------------------  in  the  Securities  is  a  speculative
          investment,  that  there  is  no  guarantee of success of Management's
          plans  and  that  any offering memorandum or business plan provided to
          the  Subscriber  is  made  based  upon business experience to date and
          management's  reasonable efforts at disclosure and is subject to error
          and  subject  to  be  proven  wrong  by  future events and experience.
          Management's  plans  are  an  effort  to  apply  present knowledge and
          experience  to  project  a future course of action which is hoped will
          result  in  financial  success employing the Company's assets and with
          the present level of management's skills and of those whom the Company
          will  need  to  attract  (which  cannot be assured). Additionally, all
          plans  are  capable  of  being  frustrated  by  new or unrecognized or
          unappreciated  present or future circumstances which can typically not
          be  accurately,  or  at  all,  predicted.

     (e)  Status.  If the Subscriber has stated that he is not a U.S. person, as
          ------- defined  under  the  United  States Securities Act of 1933, as
          amended  (the  "U.S.  Act"), then he declares unequivocally that he is
          not  a  US  person  and  was  not offered the Securities in the United
          States  (as that term is defined in the U.S. Act), and did not execute
          or deliver this Agreement in the United States. If the Subscriber is a
          US  person  then such has been declared in this document by noting the
          Subscriber  as  having a US address below, completing the declarations
          at  the commencement of this document (all of which are truly stated),
          and  the  Subscriber  qualifies  as an eligible investor (by virtue of
          having  the  requisite  personal  wealth  and income and/or qualifying
          under other appropriate exemption) under the relevant securities laws;

     (f)  Address.  The  Subscriber  is  resident as set out on the last page of
          -------  this  Agreement as the "Subscriber's Address" and the address
          set  forth  on the last page of this Agreement is the true and correct
          address  of  the  Subscriber;

     (g)  Risk  and Resale Restriction. The Subscriber is aware of the risks and
          -----------------------------  other characteristics of the Securities
          and  of  the  fact  that the Subscriber will not be able to resell the
          Securities  except  in  accordance  with  the  applicable  securities
          legislation  and  regulatory  policy;

     (h)  Receipt  of  Information.  The  Subscriber  acknowledges  that, to his
          ------------------------  satisfaction:

          (i)  He has either had access to or has been furnished with sufficient
               information  regarding  the  Company  and  the  terms  of  this
               investment  transaction  to  his  satisfaction;

          (ii) He  has been provided the opportunity to ask questions concerning
               this  investment transaction and the terms and conditions thereof
               and  all  such  questions have been answered to his satisfaction;
               and

          (iii)  He  has been given ready access to and an opportunity to review
               any  information,  oral  or  written,  that  he has requested, in
               particular  to  any  offering  memorandum or business plan of the





<PAGE>

               Company,  if  available  concurrent  with  or  as  a part of this
               subscription;

          (i)  No Prospectus filing. The Subscriber acknowledges that this is an
               ---------------------- offering made on a private basis without a
               prospectus and that no federal, state, provincial or other agency
               has  made  any  finding  or determination as to the merits of the
               investment  nor  made  any  recommendation  or endorsement of the
               Securities,  and  that:

               (i)  The  Subscriber  may  be or is restricted from using most of
                    the civil remedies available under the applicable securities
                    act;  and

               (ii) The  Company is relieved from certain obligations that would
                    otherwise  apply  under  the  applicable  securities  act;

     (j)  Confidentiality.  The  Subscriber  understands  that  the  Company's
          --------------- business plan and this Agreement are confidential. The
          Subscriber  will  not  and  has  not distributed such, or divulged the
          contents  thereof,  to  anyone  other  than  such  legal  or financial
          advisors  as  the  Subscriber  has  deemed  desirable  for purposes of
          evaluating  an investment in the Securities and the Subscriber has not
          made  any  copies  thereof  except  for  his  own  records;

     (k)  Age  of  Majority.  The Subscriber, if an individual, has attained the
          ------------------ age of majority and is legally competent to execute
          this  Agreement  and  to  take  all  actions required pursuant hereto;

     (l)  Authorization  and  Formation  of  Subscriber.  The  Subscriber,  if a
          --------------------------------------------- corporation, partnership
          ,  trust or other form of business entity, is authorized and otherwise
          duly qualified to purchase and hold the Securities and such entity has
          not  been  formed  for the specific purpose of acquiring Securities in
          the Offering. If the Subscriber is one of the aforementioned entities,
          it  hereby  agrees that upon request of the Company it will supply the
          Company  with any additional written information that may be requested
          by  the  Company;

     (m)  Legal Obligation. This Agreement has been duly and validly authorized,
          -----------------  executed  and delivered by and constitutes a legal,
          valid,  binding  and  enforceable  obligation  of  the  Subscriber;

     (n)  Compliance  With  Applicable  Laws.  The Subscriber knows of no reason
          ---------------------------------- (and  is sufficiently knowledgeable
          to  determine the same or has sought legal advice) why the delivery of
          this  Agreement,  the acceptance of it by the Company and the issuance
          of  the  Securities  to  the  Subscriber  will  not  comply  with  all
          applicable  laws  of  the  Subscriber's  jurisdiction  of residence or
          domicile,  and  all  other  laws applicable to the Subscriber, and the
          Subscriber has no reason to believe that the Subscriber's subscription
          hereby  will  cause  the  Company  to become subject to or required to
          comply with any disclosure, prospectus or reporting requirements or to





<PAGE>

          be  subject  to  any  civil  or  regulatory  review or proceeding. The
          Subscriber  will  comply  with all applicable securities laws and will
          assist  the  Company  in  all  reasonable  manners  to comply with all
          applicable  securities  laws;  and

     (o)  Encumbrance  or  Transfer of Securities. The Subscriber will not sell,
          ----------------------------------------  assign,  gift,  pledge  or
          encumber  in  any  manner  whatsoever the Securities herein subscribed
          without  the  prior  written  consent of the Company and in accordance
          with  applicable  securities  laws.

     The  Subscriber agrees that the above representations and warranties of the
Subscriber  will  be  true  and correct as of the execution of and acceptance of
this  Agreement  and  will  survive  the  completion  of  the  issuance  of  the
Securities.  The  Subscriber  understands  that  the  Company  will  rely on the
representations and warranties of the Subscriber herein in determining whether a
sale  of  the  Securities  to  the  Subscriber is in compliance with law and the
Subscriber  warrants to indemnify and hold harmless the Company from all damages
or  claims  resulting  from  any  misrepresentation  by  the  Subscriber.

6.   MATERIAL  CHANGES.  The  Subscriber  undertakes  to  notify  the  Company
     -----------------  immediately  should  there be any material change in the
     foregoing  warranties  and representations and provide the Company with the
     revised or corrected information. The Subscriber hereby agrees to indemnify
     and  hold  the Company and its affiliates harmless from and against any and
     all  matters  incurred  on  account  of  or  arising  out  of:

     (a)  Any inaccuracy in the Subscriber's acknowledgments, representations or
          warranties  set  forth  in  this  Agreement;

     (b)  The  Subscriber's disposition of any of the Securities contrary to the
          Subscriber's  acknowledgments,  representations  or warranties in this
          Agreement;

     (c)  Any  suit  or proceeding based upon a claim that said acknowledgments,
          representations  or  warranties  were  inaccurate  or  misleading  or
          otherwise  cause  for obtaining damages or redress from the Company or
          its  affiliates  or  the  disposition  of  all  or  any  part  of  the
          Subscriber's  Securities;  and

     (d)  The  Subscriber's  failure  to  fulfill any or all of the Subscriber's
          obligations  herein.

7.     ADDRESS  FOR  DELIVERY.  Each  notice,  demand  or  other  communication
       ----------------------  required  or  permitted to be given under this
Agreement  shall  be  in  writing  and  shall be sent by delivery (electronic or
otherwise) or prepaid registered mail addressed to the Subscriber or the Company
at  the  addresses  specified  in  this  Agreement.  The date of receipt of such
notice,  demand  or other communication shall be the date of delivery thereof if
delivered,  or,  if  given  by  registered  mail  as  aforesaid, shall be deemed
conclusively  to  be  the  fifth  day  after the same shall have been so mailed,
except in the case of interruption of postal services for any reason whatsoever,
in  which case the date of receipt shall be the date on which the notice, demand
or  other  communication  is  actually  received  by  the  addressee.





<PAGE>

8.     CHANGE  OF  ADDRESS.  Either  party may at any time and from time to time
       ------------------- notify  the other party in writing of a change of
address  and  the  new  address  to which notice shall be given to it thereafter
until  further  change.

9.     SEVERABILITY  AND  CONSTRUCTION.  Each  section,  sub-section, paragraph,
       -------------------------------  sub-paragraph,  term  and  provision  of
this  Agreement, and any portion thereof, shall be considered severable, and if,
for  any  reason,  any  portion  of  this Agreement is determined to be invalid,
contrary  to  or  in conflict with any applicable present or future law, rule or
regulation,  that  ruling  shall  not impair the operation of, or have any other
effect  upon,  such  other  portions  of  this Agreement as may remain otherwise
intelligible  (all  of which shall remain binding on the parties and continue to
be  given  full force and agreement as of the date upon which the ruling becomes
final).  The  word  "he" in this Agreement shall also mean she or it relative to
the  identity  of  the  Subscriber.

10.     GOVERNING  LAW.  This  Agreement  shall  be governed by and construed in
        --------------  accordance with the laws of the province of British
Columbia  and  the  laws  of  Canada  applicable  therein. Any dispute regarding
matters  as  between  the Subscriber and the Company, whether as a subscriber or
shareholder  and whether arising under this Agreement or pursuant to shareholder
rights  pursuant  to  the constating documents of the Company or applicable law,
shall  be  adjudicated  exclusively in British Columbia unless the Company shall
permit  otherwise.

11.     SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.  The  covenants,
        ---------------------------------------------- representations
and  warranties  contained  herein shall survive the closing of the transactions
contemplated  hereby.

12.     COUNTERPARTS.  This  Agreement may be signed by the parties hereto in as
        ------------  many  counterparts  as may be necessary, each of which so
signed  shall  be deemed to be an original, and such counterparts together shall
constitute one and the same instrument and notwithstanding the date of execution
will  be  deemed to bear the execution date as set forth in this Agreement. This
Agreement  may  be executed and exchanged by facsimile and such facsimile copies
shall  be  valid  and  enforceable  agreements.

13.     ENTIRE AGREEMENT.  This Agreement constitutes the only agreement between
        ---------------- the  parties with  respect to the subject matter hereof
and shall supersede any and all prior negotiations and understandings. There are
no  collateral  agreements  or understandings hereto and this Agreement, and the
documents  contemplated  herein,  constitutes  the  totality  of  the  parties'
agreement.  This  Agreement may be amended or modified in any respect by written
instrument  only.

14.     SUCCESSORS  AND  ASSIGNS.  The  terms  and  provisions of this Agreement
        ------------------------ shall be binding upon and enure to the benefit
of  the  Subscriber,  the  Company  and their respective successors and lawfully
permitted  assigns;  provided  that,  except  as herein provided, this Agreement
shall  not  be assignable by any party without the written consent of the other.
The  benefit  and  obligations  of  this Agreement, insofar as they extend to or





<PAGE>

affect  the  Subscriber,  shall  pass  with  any  assignment  or transfer of the
Securities  in  accordance  with  the  terms  of  this  Agreement.




      SIGNATURE PAGE TO A PRIVATE ISSUE SUBSCRIPTION AGREEMENT OF STOCKGROUP
      ----------------------------------------------------------------------
                            INFORMATION SYSTEMS INC.
                            ------------------------


DATED  this           day  of               ,  2002.
           -----------        --------------

-----------------------------------------------     ----------------------------
(NAME  OF  SUBSCRIBER  -  please  print)

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


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

By:
   --------------------------------------------    -----------------------------
(Official Capacity  or  Title  if  a  company)    (SUBSCRIBER'S  ADDRESS  ABOVE)


----------------------------------------------     -----------------------------
SIGNATURE  OF  SUBSCRIBER  or  Official              (Telephone  Number)


----------------------------------------------     -----------------------------
(Please  print  name  of  individual  whose          (Facsimile  Number)
signature appears above if different than the
name  of  the  Subscriber  printed  above).        -----------------------------
                                                     (e-mail  address)


ACCEPTANCE
----------

STOCKGROUP INFORMATION SYSTEMS INC.  hereby accepts the above subscription as of
-----------------------------------  this  ____  day  of _______________,  2002.


STOCKGROUP  INFORMATION  SYSTEMS  INC.     )
--------------------------------------     )
by  its  authorized  signatory:            )
                                           )
                                           )
-------------------------------------      )
Authorized  Signatory                      )