Exhibit 4.4                Form of Warrant

                                 FORM OF WARRANT

      THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
      1933, AS AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
      OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT
      FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER  EVIDENCE  ACCEPTABLE
      TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


                          STOCKGROUP.COM HOLDINGS, INC.

                                    SERIES 1
                          COMMON STOCK PURCHASE WARRANT

     1. Issuance;  Certain  Definitions.  In  consideration of good and valuable
consideration,  the receipt of which is hereby  acknowledged  by  STOCKGROUP.COM
HOLDINGS,  INC., a Colorado  corporation (the "Company"),  or registered assigns
(the  "Holder")  is hereby  granted the right to purchase at any time until 5:00
P.M., New York City time, on December 31, 2004 (the "Expiration Date"), Thousand
( )2 fully paid and  nonassessable  shares of the Company's Common Stock, no par
value per share (the "Common  Stock"),  at an initial  exercise  price per share
(the "Exercise  Price") of $ 3 per share,  subject to further  adjustment as set
forth herein. This Warrant is being issued pursuant to the terms of that certain
Securities   Purchase   Agreement,   dated  as  of  (the  "Securities   Purchase
Agreement"),  to which the  Company  and  Holder  (or  Holder's  predecessor  in
interest) are parties. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Securities Purchase Agreement.

     2. Exercise of Warrants.

           2.1 General.  This Warrant is  exercisable in whole or in part at any
time and from time to time.  Such exercise shall be effectuated by submitting to
the Company  (either by delivery to the Company or by facsimile  transmission as
provided in Section 8 hereof) a completed and duly  executed  Notice of Exercise
(substantially in the form attached to this Warrant  Certificate) as provided in
this  paragraph.  The date such Notice of Exercise is faxed to the Company shall
be the "Exercise  Date,"  provided that the Holder of this Warrant  tenders this
Warrant Certificate to the Company within five (5) business days thereafter. The
Notice of Exercise  shall be  executed  by the Holder of this  Warrant and shall
indicate the number of shares then being  purchased  pursuant to such  exercise.
Upon  surrender of this Warrant  Certificate  with,  together  with  appropriate
payment of the  Exercise  Price for the shares of Common  Stock  purchased,  the
Holder shall be entitled to receive a certificate or certificates for the shares
of Common Stock so purchased.  The Exercise  Price per share of Common Stock for
the shares  then being  exercised  shall be payable in cash or by  certified  or
official  bank  check,  except that the Holder may apply all or a portion of the
previously unapplied aggregate Warrant Purchase Price specified on the signature
page of the Securities Purchase Agreement against the amount so payable pursuant
to such  exercise.  The  Holder  shall be deemed to be the  holder of the shares
issuable to it in  accordance  with the  provisions  of this  Section 2.1 on the
Exercise Date.

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1 For Basic Warrants, insert "2000-A". For Additional Warrants, insert "2000-B".

2 Insert number equal to Lender's  Allocable  Share  multiplied by (i) for Basic
Warrants, 500,000 and (ii) for Additional Warrants, 300,000.

3 For Basic Warrants, insert $1.00. For Additional Warrants, insert $2.00.


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           2.2  Limitation on Exercise.  Notwithstanding  the provisions of this
Warrant,   the  Securities  Purchase  Agreement  or  of  the  other  Transaction
Agreements,  in no event (except (i) as specifically provided in this Warrant as
an exception to this  provision,  (ii) while there is outstanding a tender offer
for any or all of the  shares of the  Company's  Common  Stock,  or (iii) at the
Holder's  option,  on at least sixty-five (65) days' advance written notice from
the Holder) shall the Holder be entitled to exercise this Warrant,  or shall the
Company have either the  obligation to issue shares upon such exercise of all or
any portion of this Warrant or the right to require the Holder to exercise  this
Warrant as  contemplated by Section 2.3 hereof,  to the extent that,  after such
exercise the sum of (1) the number of shares of Common Stock  beneficially owned
by the Holder and its affiliates (other than shares of Common Stock which may be
deemed  beneficially  owned through the ownership of the unexercised  portion of
the  Debentures,  the Basic  Warrants or the Additional  Warrants),  and (2) the
number of shares of Common Stock issuable upon the exercise of the Warrants with
respect to which the  determination  of this proviso is being made, would result
in beneficial  ownership by the Holder and its  affiliates of more than 9.99% of
the outstanding  shares of Common Stock (after taking into account the shares to
be issued to the Holder upon such exercise).  For purposes of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"),  except as otherwise  provided in clause (1) of such sentence.
The Holder, by its acceptance of this Warrant, further agrees that if the Holder
transfers  or assigns  any of the  Warrants to a party who or which would not be
considered  such an  affiliate,  such  assignment  shall be made  subject to the
transferee's or assignee's  specific  agreement to be bound by the provisions of
this Section 2.2 as if such  transferee  or assignee  were the  original  Holder
hereof.

     3.  Reservation  of Shares.  The  Company  hereby  agrees that at all times
during  the term of this  Warrant  there  shall be reserve d for  issuance  upon
exercise of this  Warrant  such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").

     4.  Mutilation or Loss of Warrant.  Upon receipt by the Company of evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and (in the case of loss, theft or destruction)  receipt of reasonably
satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.

     5.  Rights of the  Holder.  The Holder  shall  not,  by virtue  hereof,  be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.

     6. Protection Against Dilution and Other Adjustments.


           6.1 Adjustment  Mechanism.  If an adjustment of the Exercise Price is
required  pursuant to this  Section 6, the Holder  shall be entitled to purchase
such  number of  additional  shares of Common  Stock as will cause (i) the total
number of shares of Common Stock Holder is entitled to purchase pursuant to this
Warrant,  multiplied  by (ii) the adjusted  Exercise  Price per share,  to equal
(iii) the dollar  amount of the total number of shares of Common Stock Holder is
entitled to purchase  before  adjustment  multiplied by the total Exercise Price
before adjustment.

           6.2 Capital Adjustments.  In case of any stock split or reverse stock
split, stock dividend,  reclassification of the Common Stock,  recapitalization,
merger or consolidation,  or like capital adjustment  affecting the Common Stock
of the  Company,  the  provisions  of this Section 6 shall be applied as if such
capital  adjustment  event had  occurred  immediately  prior to the date of this
Warrant and the original  Exercise Price had been fairly  allocated to the stock
resulting from such capital adjustment;  and in other respects the provisions of
this Section shall be applied in a fair,  equitable and reasonable  manner so as
to give effect,  as nearly as may be, to the purposes  hereof. A rights offering
to  stockholders  shall be deemed a stock  dividend to the extent of the bargain
purchase element of the rights.


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           6.3  Adjustment  for  Spin  Off.  If,  for any  reason,  prior to the
exercise of this Warrant in full,  the Company  spins off or  otherwise  divests
itself of a part of its business or  operations  or disposes all or of a part of
its assets in a  transaction  (the  "Spin  Off") in which the  Company  does not
receive  compensation  for such  business,  operations  or  assets,  but  causes
securities  of  another  entity  (the  "Spin  Off  Securities")  to be issued to
security holders of the Company, then

          (a) the Company  shall cause (i) to be  reserved  Spin Off  Securities
     equal to the number  thereof which would have been issued to the Holder had
     all of the Holder's  unexercised  Warrants  outstanding  on the record date
     (the  "Record  Date")  for  determining  the  amount and number of Spin Off
     Securities   to  be  issued  to  security   holders  of  the  Company  (the
     "Outstanding  Warrants")  been exercised as of the close of business on the
     trading  day  immediately  before the Record Date (the  "Reserved  Spin Off
     Shares"), and (ii) to be issued to the Holder on the exercise of all or any
     of the  Outstanding  Warrants,  such amount of the Reserved Spin Off Shares
     equal to (x) the Reserved Spin Off Shares multiplied by (y) a fraction,  of
     which (I) the  numerator  is the amount of the  Outstanding  Warrants  then
     being exercised,  and (II) the denominator is the amount of the Outstanding
     Warrants; and

          (b) the Exercise Price on the  Outstanding  Warrants shall be adjusted
     immediately after  consummation of the Spin Off by multiplying the Exercise
     Price by a fraction (if, but only if, such fraction is less than 1.0),  the
     numerator  of which is the  Average  Market  Price of the Common  Stock (as
     defined  below) for the five (5) trading  days  immediately  following  the
     fifth trading day after the Record Date,  and the  denominator  of which is
     the Average  Market  Price of the Common Stock on the five (5) trading days
     immediately  preceding the Record Date;  and such adjusted  Exercise  Price
     shall be deemed to be the Exercise  Price with  respect to the  Outstanding
     Warrants  after the Record Date. As used herein,  the term "Average  Market
     Price of the Common  Stock" means the average  closing bid price of a share
     of Common Stock,  as reported by Bloomberg,  LP or, if not so reported,  as
     reported on the over-the-counter market for the relevant period.

           6.4 Other  Adjustments to Exercise  Price.  The Exercise Price may be
adjusted upon the  occurrence of certain  events,  as provided in the Securities
Purchase  Agreement.  Anything  herein to the contrary  notwithstanding,  in the
event any such  adjustment is to be made pursuant to the terms of the Securities
Purchase Agreement,  the Exercise Price as so adjusted shall be deemed to be the
Exercise Price before any other  adjustment  made pursuant to Section 6.1 or any
of the other provisions of this Section 6.

     7. Transfer to Comply with the Securities Act; Registration Rights.

           7.1  Transfer.  This  Warrant  has  not  been  registered  under  the
Securities  Act of 1933,  as  amended,  (the  "Act") and has been  issued to the
Holder  for  investment  and not with a view to the  distribution  of either the
Warrant or the  Warrant  Shares.  Neither  this  Warrant  nor any of the Warrant
Shares or any other  security  issued or issuable  upon exercise of this Warrant
may be sold, transferred, pledged or hypothecated in the absence of an effective
registration  statement under the Act relating to such security or an opinion of
counsel  satisfactory to the Company that registration is not required under the
Act. Each certificate for the Warrant, the Warrant Shares and any other security
issued or issuable  upon  exercise of this Warrant shall contain a legend on the
face  thereof,  in form and substance  satisfactory  to counsel for the Company,
setting forth the restrictions on transfer contained in this Section.

           7.2  Registration  Rights.  (a) Reference is made to the Registration
Rights  Agreement.  The  Company's  obligations  under the  Registration  Rights
Agreement and the other terms and conditions thereof with respect to the Warrant
Shares,  including,  but not necessarily limited to, the Company's commitment to
file a  registration  statement  including  the  Warrant  Shares,  to  have  the
registration of the Warrant Shares completed and effective, and to maintain such
registration, are incorporated herein by reference.


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     (b) In addition to the  registration  rights  referred to in the  preceding
provisions  of  Section   7.2(a),   effective   after  the   expiration  of  the
effectiveness of the Registration  Statement as contemplated by the Registration
Rights  Agreement,  the Holder shall have  piggy-back  registration  rights with
respect  to the  Warrant  Shares  then  held by the  Holder or then  subject  to
issuance upon exercise of this Warrant  (collectively,  the  "Remaining  Warrant
Shares"),  subject to the conditions set forth below.  If, at any time after the
Registration  Statement  has ceased to be  effective,  the Company  participates
(whether  voluntarily  or by reason of an  obligation  to a third  party) in the
registration  of any shares of the Company's stock (other than a registration on
Form S-4 or Form S-8),  the Company  shall give  written  notice  thereof to the
Holder and the Holder shall have the right, exercisable within ten (10) business
days after  receipt of such notice,  to demand  inclusion of all or a portion of
the Holder's  Remaining  Warrant Shares in such registration  statement.  If the
Holder exercises such election, the Remaining Warrant Shares so designated shall
be included in the  registration  statement  at no cost or expense to the Holder
(other than any costs or  commissions  which would be borne by the Holder  under
the terms of the  Registration  Rights  Agreement).  If, in connection  with any
underwritten offering for the account of the Company the managing underwriter or
underwriters thereof (collectively, the "Underwriter") shall impose a limitation
on  the  number  of  shares  of  Common  Stock  which  may  be  included  in the
registration statement because, in the Underwriter's judgement,  such limitation
is necessary to effect an orderly  public  distribution  of  securities  covered
thereby,  then the Company  shall be obligated  to include in such  registration
only such limited  portion of the  Registrable  Securities for which such Holder
has requested inclusion hereunder as the Underwriter shall permit. Any exclusion
of Registrable  Securities  shall be made pro rata among the Holders  seeking to
include  Registrable  Securities,  in  proportion  to the number of  Registrable
Securities sought to be included by such holders;  provided,  however,  that the
Company  shall not exclude  any  Registrable  Securities  unless the Company has
first excluded all outstanding  securities the holders of which are not entitled
by right to inclusion of securities in such registration statement; and provided
further,  however,  that,  after  giving  effect  to the  immediately  preceding
proviso,  any exclusion of  Registrable  Securities  shall be made pro rata with
holders of other securities  having the right to include such securities in such
registration statement. The Holder's rights under this Section 7 shall expire at
such time as the Holder can sell all of the Remaining  Warrant Shares under Rule
144 without volume or other restrictions or limit.

     8.  Notices.  Any  notice  or other  communication  required  or  permitted
hereunder  shall be in writing and shall be delivered  personally,  telegraphed,
telexed,  sent by facsimile  transmission  or sent by  certified,  registered or
express mail,  postage  pre-paid.  Any such notice shall be deemed given when so
delivered personally,  telegraphed,  telexed or sent by facsimile  transmission,
or, if mailed, two days after the date of deposit in the United States mails, as
follows:

         (i)      if to the Company, to:

                  Stockgroup.com Holdings, Inc.
                  Suite 500
                  750 West Pender Street
                  Vancouver, British Columbia, CANADA V6C 2T7
                  Attn: Marcus New
                  Telephone No.: (604) 331-0995
                  Telecopier No.: (604) 331-1194

                  with a copy to:

                  Sierchio & Company, LLP
                  150 East 58th Street, 25th Floor
                   New York, NY 10155
                  Attn: Joseph Sierchio, Esq.
                  Telephone No.: (212) 446-9500
                  Telecopier No.: (212) 446-9504


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         (ii)     if to the Holder, to:




                  Attn:
                  Telephone No.: ( ) -
                  Telecopier No.: ( ) -

         with a copy to:

                  Krieger & Prager LLP, Esqs.
                  39 Broadway
                  Suite 1440
                  New York, NY 10006
                  Attn: Ronald Nussbaum, Esq.
                  Telephone No.: (212) 363-2900
                  Telecopier No. (212) 363-2999

     Any party may be notice given in accordance  with this Section to the other
     parties  designate  another  address  or  person  for  receipt  of  notices
     hereunder.

     9. Supplements and Amendments; Whole Agreement. This Warrant may be amended
or  supplemented  only by an instrument in writing signed by the parties hereto.
This Warrant of even date herewith contain the full understanding of the parties
hereto with  respect to the subject  matter  hereof and thereof and there are no
representations,  warranties,  agreements or understandings other than expressly
contained herein and therein.

     10. Governing Law. This Warrant shall be deemed to be a contract made under
the laws of the State of New York for  contracts to be wholly  performed in such
state and without giving effect to the principles thereof regarding the conflict
of laws. Each of the parties  consents to the jurisdiction of the federal courts
whose  districts  encompass any part of the City of New York or the state courts
of the State of New York sitting in the City of New York in connection  with any
dispute  arising  under this Warrant and hereby  waives,  to the maximum  extent
permitted by law, any  objection,  including  any  objection  based on forum non
conveniens, to the bringing of any such proceeding in such jurisdictions. To the
extent  determined by such court, the Company shall reimburse the Holder for any
reasonable legal fees and disbursements  incurred by the Buyer in enforcement of
or protection of any of its rights under any of the Transaction Agreements.

     11.   Counterparts.   This  Warrant  may  be  executed  in  any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

     12. Descriptive  Headings.  Descriptive headings of the several Sections of
this Warrant are inserted for  convenience  only and shall not control or affect
the meaning or construction of any of the provisions hereof.

     IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the
th day of _____________, .


                          STOCKGROUP.COM HOLDINGS, INC.


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                                        By:
                                            Name:
                                            Its:

Attest:



Name:
Title:


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                          NOTICE OF EXERCISE OF WARRANT

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented by the Warrant Certificate dated as of , , to purchase shares of the
Common  Stock,  no par value,  of  STOCKGROUP.COM  HOLDINGS,  INC.  and  tenders
herewith  payment in  accordance  with Section 1 of said Common  Stock  Purchase
Warrant.

     Please deliver the stock certificate to:





Dated:______________________




[Name of Holder]



By:



        CASH:                                                $


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