Exhibit 4.3                Registration Rights Agreement

                          REGISTRATION RIGHTS AGREEMENT

THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated  as  of  January  19,  2001  (this
"Agreement"),  is made by and between STOCKGROUP.COM  HOLDINGS, INC., a Colorado
corporation  with  headquarters  located at Suite 500,  750 West Pender  Street,
Vancouver,  British  Columbia,  Canada V6C 2T7 (the "Company"),  and each entity
named on a signature page hereto (each,  an "Initial  Lender")  (each  agreement
with an Initial Lender being deemed a separate and independent agreement between
the  Company  and  such  Initial   Lender,   except  that  each  Initial  Lender
acknowledges  and consents to the rights  granted to each other  Initial  Lender
under such agreement).

W I T N E S S E T H:

WHEREAS, upon the terms and subject to the conditions of the Securities Purchase
Agreement,  dated as of January 19,  2001,  between  the Initial  Lender and the
Company (the "Securities Purchase Agreement"; terms not otherwise defined herein
shall have the meanings ascribed to them in the Securities Purchase  Agreement),
the Company has agreed to issue and sell to the Initial  Lenders the  Debentures
in the principal amount specified on the Initial Lender's  signature page to the
Securities Purchase Agreement; and

WHEREAS,  the  Debentures  are  convertible  into  shares of Common  Stock  (the
"Converted  Shares";  which term, for purposes of this Agreement,  shall include
shares of Common  Stock of the Company  issuable in lieu of accrued  interest on
the Debentures  through the Maturity Date of the Debentures)  upon the terms and
subject to the conditions  contained in the Debentures and the other Transaction
Agreements; and

WHEREAS,  the  Company has agreed to issue  Warrants  to the  Initial  Lender in
connection  with  the  issuance  of the  Debentures,  and  the  Warrants  may be
exercised for the purchase of shares of Common Stock (the "Warrant Shares") upon
the terms and conditions of the Warrants; and

WHEREAS,  to induce the Initial  Lender to execute  and  deliver the  Securities
Purchase  Agreement,  the  Company  has agreed to provide  certain  registration
rights  under  the  Securities  Act of  1933,  as  amended,  and the  rules  and
regulations  thereunder,  or any similar  successor statute  (collectively,  the
"Securities Act"), with respect to the Securities;

NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual  covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the Company and the Initial Lender
hereby agree as follows:

1.  Definitions.  Capitalized  terms not otherwise defined herein shall have the
meanings ascribed to them in the Securities Purchase Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

     (a)  "Investor"  means the Initial  Lender and any permitted  transferee or
assignee  who agrees to become  bound by the  provisions  of this  Agreement  in
accordance with Section 9 hereof and who holds Registrable Securities.

     (b)  "Potential  Material  Event"  means  any of  the  following:  (i)  the
possession by the Company of material  information  not ripe for disclosure in a
registration statement, which shall be evidenced by determinations in good faith
by the Board of Directors of the Company that disclosure of such  information in
the  registration  statement would be detrimental to the business and affairs of
the  Company;  (ii) any  material  engagement  or activity by the Company  which
would, in the good faith determination of the Board of Directors of the Company,
be adversely  affected by disclosure in a  registration  statement at such time,
which


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determination shall be accompanied by a good faith determination by the Board of
Directors of the Company that the  registration  statement  would be  materially
misleading  absent the inclusion of such  information;  or (iii) an underwritten
public offering of securities (a "UPO") by the Company.

     (c) "Register,"  "Registered," and  "Registration"  refer to a registration
effected by  preparing  and filing a  Registration  Statement or  Statements  in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any  successor  rule  providing  for offering  securities on a continuous
basis ("Rule 415"),  and the  declaration or ordering of  effectiveness  of such
Registration  Statement by the United States Securities and Exchange  Commission
(the "SEC").

     (d) "Registrable  Securities" means the Securities (including the Converted
Shares, any Additional Shares and the Warrant Shares).

     (e) "Registration  Statement" means a registration statement of the Company
under the  Securities  Act on Form S-3, if the Company is then  eligible to file
using such form, and if not so eligible,  on Form SB-2 or other appropriate form
or an amendment to an existing  Registration  Statement covering the Registrable
Securities.

     (f) "Required Effective Date" means the relevant Initial Required Effective
Date or Increased Required Effective Date (as those terms are defined below).

2.   Registration.

(a)  Mandatory Registration.

     (i) The  Company  shall  prepare and file with the SEC, as soon as possible
after the Initial  Closing Date but no later than a date (the  "Required  Filing
Date")  which is  thirty  (30) days  after  the  Closing  Date,  a  Registration
Statement  registering for resale by the Investor a sufficient  number of shares
of Common Stock for the Investors to sell the Registrable Securities,  but in no
event less than the number of shares  equal to the sum of (A) one hundred  fifty
percent (150%) of the aggregate number of shares into which the principal of the
Debentures  and all  interest  thereon  through  their  Maturity  Date  would be
convertible at the time of filing of such Registration  Statement  (assuming for
such purposes  that all  Debentures  had been eligible to be converted,  and had
been converted into Converted Shares in accordance with their terms,  whether or
not such accrual of interest,  eligibility or conversion had in fact occurred as
of such date),  plus (B) any Additional  Shares issued prior to such date,  plus
(C) the number of Warrant  Shares for all the Warrants (or such lesser number as
may be required by the SEC). The  Registration  Statement (W) shall include only
the  Registrable  Securities;  and (X) shall also state that, in accordance with
Rule 416 and 457 under the  Securities  Act, it also  covers such  indeterminate
number of  additional  shares of Common Stock as may become  issuable to prevent
dilution  resulting from stock splits, or stock dividends.  The Company will use
its reasonable best efforts to cause such Registration  Statement to be declared
effective on a date (the "Initial  Required  Effective  Date") which is no later
than the  earlier  of (Y) five (5) days  after  notice by the SEC that it may be
declared effective or (Z) seventy-five (75) days after the Closing Date.

     (ii) If at any time (an "Increased  Registered Shares Date"), the number of
shares of Common Stock  represented by the Registrable  Shares,  issued or to be
issued as  contemplated  by the  Transaction  Agreements,  exceeds the aggregate
number of shares of Common Stock then  registered,  the Company shall either (X)
amend the Registration  Statement filed by the Company pursuant to the preceding
provisions  of this  Section  2, if such  Registration  Statement  has not  been
declared  effective by the SEC at that time, to register,  in the aggregate,  at
least the number of shares computed, as of the Increased Registered Shares Date,
in the manner contemplated by the immediately preceding subparagraph (i), or (Y)
if such  Registration  Statement has been declared  effective by the SEC at that
time,  file with the SEC an additional  Registration  Statement (an  "Additional
Registration  Statement")  to register  the excess of the sum of (A) one hundred
fifty  percent  (150%)  of (x)  the


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number of shares theretofore issued as Conversion Shares, plus (y) the number of
shares into which the  unconverted  Debentures and all interest  thereon through
the Maturity Date would be convertible at the Increased  Registered  Shares Date
(assuming  for such purposes  that all such  Debentures  had been eligible to be
converted,  and had been converted,  into  Conversion  Shares in accordance with
their terms, whether or not such accrual of interest,  eligibility or conversion
had in fact  occurred as of such date),  plus (B) any  Additional  Shares issued
prior to such date,  plus (C) the number of Warrant Shares for all the Warrants,
over the  aggregate  number of shares of Common Stock  already  registered.  The
Company  will  use its  reasonable  best  efforts  to  cause  such  Registration
Statement  to be declared  effective  on a date (each,  an  "Increased  Required
Effective  Date")  which is no later  than (Q) with  respect  to a  Registration
Statement  under  clause (X) of this  subparagraph  (ii),  the Initial  Required
Effective Date and (R) with respect to an Additional Registration Statement, the
earlier  of (I) five (5) days  after  notice by the SEC that it may be  declared
effective or (II) seventy five (75) days after the Increased  Registered  Shares
Date.

(b)  Payments by the Company.

     (i) If the Registration  Statement  covering the Registrable  Securities is
not filed  with the SEC by the  Required  Filing  Date,  the  Company  will make
payment to the Investor in such amounts and at such times as shall be determined
pursuant to this Section 2(b).

     (ii) If the Registration  Statement covering the Registrable  Securities is
not  effective by the  relevant  Required  Effective  Date or if the Investor is
restricted from making sales of Registrable Securities covered by any previously
effective  Registration  Statement  at  any  time  (the  date  such  restriction
commences,  a "Restricted  Sale Date") after the relevant  Effective  Date other
than during a Permitted  Suspension Period (as defined below),  then the Company
will make payments to the Investor in such amounts and at such times as shall be
determined pursuant to this Section 2(b).

     (iii) The amount (the  "Periodic  Amount") to be paid by the Company to the
Initial  Lender  shall be  determined  as of each  Computation  Date (as defined
below) and such amount  shall be equal to the  Periodic  Amount  Percentage  (as
defined below) of the Purchase Price for all  Securities.  The "Periodic  Amount
Percentage"  means (A) one percent  (1%) for the period from the date  following
the relevant  Required Filing Date,  Required  Effective Date or Restricted Sale
Date, as the case may be, to the first relevant  Computation Date, and (B) after
the first relevant Computation Date or any succeeding  Computation Date, two and
one-half percent (2.5%) from each preceding  Computation Date to the immediately
succeeding  Computation Date. After the Effective Date, the Purchase Price shall
be deemed to refer to the sum of (q) the principal  amount of all Debentures not
yet converted and (r) the Held Shares Value (as defined below). The "Held Shares
Value" means,  for shares acquired by the Investor upon a conversion  within the
thirty (30) days  preceding the  Restricted  Sale Date,  but not yet sold by the
Investor,  the principal amount of the Debentures converted into such Conversion
Shares;  provided,  however,  that  if  the  Investor  effected  more  than  one
conversion  during  such  thirty  (30) day period and sold less than all of such
shares, the sold shares shall be deemed to be derived first from the conversions
in the sequence of such conversions  (that is, for example,  until the number of
shares from the first of such  conversions  have been sold,  all shares shall be
deemed to be from the first conversion;  thereafter,  from the second conversion
until all such shares are sold). By way of illustration and not in limitation of
the foregoing, if the Registration Statement is timely filed but is not declared
effective until one hundred fifty (150) days after the Closing Date and assuming
none of the Debentures have been  converted,  the Periodic Amount will aggregate
six percent (6%) of the Purchase  Price of the  Securities  (1% for days 76-105,
plus 2.5% for days 106-135, plus 2.5% for days 136-150).

     (iv)  Each  Periodic  Amount  will be  payable  by the  Company,  except as
provided in the other  provisions  of this  subparagraph  (iv), in cash or other
immediately  available  funds to the  Investor (1) on the day after the Required
Filing Date or the Required  Effective  Date, as the case may be, and (2) on the
earlier of (A) each thirtieth day  thereafter,  (B) the third business day after
the date the Registration  Statement is filed or is declared  effective,  or (C)
the third  business day after the  Registration  Statement has its  restrictions
removed


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after the  relevant  Effective  Date,  as the case may be, in each case  without
requiring demand therefor by the Investor.

     (v) The parties  acknowledge  that the damages which may be incurred by the
Investor if the Registration  Statement is not filed by the Required Filing Date
or the  Registration  Statement  has not been  declared  effective by a Required
Effective  Date,  or if  the  right  to  sell  Registrable  Securities  under  a
previously effective  Registration  Statement is suspended,  may be difficult to
ascertain.  The parties agree that the Periodic  Amounts  represent a reasonable
estimate on the part of the parties,  as of the date of this  Agreement,  of the
amount of such damages.

     (vi)  Notwithstanding  the  foregoing,  the amounts  payable by the Company
pursuant to this  provision  shall not be payable (i) to the extent any delay in
the effectiveness of the Registration  Statement occurs because of an act of, or
a failure to act or to act timely by the  Investor or its  counsel,  (ii) in the
event all of the  Registrable  Securities  may be sold  pursuant  to Rule 144 or
another  available  exemption  under the  Securities Act without volume or other
restrictions or limits or (iii) with respect to a Permitted Suspension Period.

     (vii)  "Computation  Date"  means (A) the date which is the  earlier of (1)
thirty (30) days after the Required Filing Date, any relevant Required Effective
Date or a  Restricted  Sale Date,  as the case may be, or (2) the date after the
Required  Filing Date,  such Required  Effective Date or Restricted Sale Date on
which the  Registration  Statement  is filed (with  respect to  payments  due as
contemplated  by Section  2(b)(i)  hereof) or is declared  effective  or has its
restrictions  removed (with respect to payments due as  contemplated  by Section
2(b)(ii) hereof),  as the case may be, and (B) each date which is the earlier of
(1) thirty (30) days after the previous  Computation  Date or (2) the date after
the previous Computation Date on which the Registration Statement is filed (with
respect  to  payments  due as  contemplated  by  Section  2(b)(i)  hereof) or is
declared effective or has its restrictions removed (with respect to payments due
as contemplated by Section 2(b)(ii) hereof), as the case may be.

3.  Obligations  of the Company.  In  connection  with the  registration  of the
Registrable Securities, the Company shall do each of the following:

     (a) Prepare  promptly,  and file with the SEC by the Required Filing Date a
Registration  Statement  with respect to not less than the number of Registrable
Securities  provided in Section 2(a) above,  and  thereafter  use its reasonable
best  efforts to cause  such  Registration  Statement  relating  to  Registrable
Securities  to become  effective  by the  Required  Effective  Date and keep the
Registration   Statement   effective   at  all  times  during  the  period  (the
"Registration  Period")  continuing  until the  earliest of (i) the date that is
three (3) years after the last day of the calendar month  following the month in
which the Effective  Date occurs,  (ii) the date when the Investors may sell all
Registrable  Securities  under Rule 144 without volume or other  restrictions or
limits or (iii) the date the  Investors  no  longer  own any of the  Registrable
Securities,   which   Registration   Statement   (including  any  amendments  or
supplements  thereto and prospectuses  contained  therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein,  in light of the
circumstances under which they were made, not misleading;

     (b) Prepare and file with the SEC such amendments (including post-effective
amendments)  and  supplements to the  Registration  Statement and the prospectus
used in connection with the  Registration  Statement as may be necessary to keep
the  Registration  Statement  effective  at all times  during  the  Registration
Period, and, during the Registration  Period,  comply with the provisions of the
Securities Act with respect to the disposition of all Registrable  Securities of
the Company covered by the Registration Statement until such time as all of such
Registrable  Securities  have been disposed of in  accordance  with the intended
methods of  disposition  by the  seller or  sellers  thereof as set forth in the
Registration Statement;

     (c) Permit a single firm of counsel  designated  by the Initial  Lenders to
review the Registration  Statement and all amendments and supplements  thereto a
reasonable  period of time (but not less than three (3) business


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days) prior to their filing with the SEC, and not file any document in a form to
which such counsel reasonably objects.

     (d) Notify each Investor,  such Investor's legal counsel  identified to the
Company  (which,  until further  notice,  shall be deemed to be Krieger & Prager
LLP,  Attn:  Samuel  Krieger,  Esq.;  each, an  "Investor's  Counsel"),  and any
managing  underwriters  immediately  (and, in the case of (i)(A) below, not less
than five (5) days prior to such  filing) and (if  requested by any such Person)
confirm such notice in writing no later than one (1) business day  following the
day (i)(A) when a Prospectus  or any  Prospectus  supplement  or  post-effective
amendment to the  Registration  Statement is proposed to be filed;  (B) whenever
the  SEC  notifies  the  Company  whether  there  will  be a  "review"  of  such
Registration  Statement;  (C) whenever the Company receives (or a representative
of the Company receives on its behalf) any oral or written comments from the SEC
in respect of a Registration Statement (copies or, in the case of oral comments,
summaries  of such  comments  shall be promptly  furnished by the Company to the
Investors);   and  (D)  with  respect  to  the  Registration  Statement  or  any
post-effective  amendment,  when  the  same has  become  effective;  (ii) of any
request by the SEC or any other  Federal  or state  governmental  authority  for
amendments or  supplements  to the  Registration  Statement or Prospectus or for
additional  information;  (iii) of the  issuance  by the SEC of any  stop  order
suspending the effectiveness of the Registration  Statement  covering any or all
of the  Registrable  Securities or the  initiation of any  proceedings  for that
purpose;  (iv) if at any time any of the  representations  or  warranties of the
Company  contained  in any  agreement  (including  any  underwriting  agreement)
contemplated hereby ceases to be true and correct in all material respects;  (v)
of the receipt by the Company of any notification with respect to the suspension
of the  qualification or exemption from  qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose; and (vi) of the occurrence of any event that to the
best  knowledge  of the Company  makes any  statement  made in the  Registration
Statement  or  Prospectus  or  any  document   incorporated   or  deemed  to  be
incorporated  therein  by  reference  untrue  in any  material  respect  or that
requires  any  revisions  to the  Registration  Statement,  Prospectus  or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  In addition, the Company shall furnish Investor's Counsel
with copies of all intended  written  responses to the comments  contemplated in
clause (C) of this  Section  3(d) not later than one (1) business day in advance
of the filing of such  responses  with the SEC so that the Investors  shall have
the opportunity to comment thereon.

     (e) Furnish to each Investor and such Investor's Counsel (i) promptly after
the same is prepared and publicly  distributed,  filed with the SEC, or received
by the Company,  one (1) copy of the  Registration  Statement,  each preliminary
prospectus and prospectus,  and each amendment or supplement  thereto,  and (ii)
such  number of copies  of a  prospectus,  and all  amendments  and  supplements
thereto and such other  documents,  as such Investor may  reasonably  request in
order to facilitate the disposition of the Registrable  Securities owned by such
Investor;

     (f) As promptly as practicable  after  becoming aware thereof,  notify each
Investor of the happening of any event of which the Company has knowledge,  as a
result of which the prospectus included in the Registration  Statement,  as then
in effect,  includes an untrue  statement of a material fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  and use its best  efforts  promptly  to  prepare  a  supplement  or
amendment to the Registration Statement or other appropriate filing with the SEC
to correct such untrue statement or omission,  and deliver a number of copies of
such  supplement or amendment to each  Investor as such Investor may  reasonably
request;

     (g) As promptly as practicable  after  becoming aware thereof,  notify each
Investor  who holds  Registrable  Securities  being sold (or, in the event of an
underwritten  offering, the managing underwriters) of the issuance


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by the SEC of a Notice of  Effectiveness  or any notice of  effectiveness or any
stop  order  or  other  suspension  of the  effectiveness  of  the  Registration
Statement at the earliest possible time;

     (h)  Notwithstanding  the  foregoing,  if at any time or from  time to time
after the date of  effectiveness  of the  Registration  Statement,  the  Company
notifies  the  Investors  in writing of the  existence  of a Potential  Material
Event,  the Investors  shall not offer or sell any  Registrable  Securities,  or
engage  in any  other  transaction  involving  or  relating  to the  Registrable
Securities,  from the time of the giving of notice  with  respect to a Potential
Material Event until such Investor receives written notice from the Company that
such  Potential  Material  Event  either has been  disclosed to the public or no
longer  constitutes a Potential  Material  Event;  provided,  however,  that the
Company may not so suspend the right to such holders of  Registrable  Securities
during the periods the Registration  Statement is required to be in effect other
than during a Permitted  Suspension  Period (and the  applicable  provisions  of
Section 2(b) shall apply with respect to any such suspension other than during a
Permitted Suspension Period).  The term "Permitted  Suspension Period" means one
or  more  suspension  periods  during  any  consecutive  12-month  period  which
suspension periods, in the aggregate,  do not exceed fifty (50) days,  provided,
however,  that no one such  suspension  period shall either (i) be for more than
twenty (20) days or (ii) begin less than ten (10)  business  days after the last
day of the  preceding  suspension  (whether  or not such last day was  during or
after a Permitted  Suspension  Period). In the event that the Potential Material
Event is a UPO under  which the lead  underwriter  has  deemed it  necessary  to
suspend  the  registration  for a period of time that would cause the Company to
exceed the fifty (50) day limit set out above, and pursuant to which the Company
makes a written  request to the Investors to suspend the  registration  for such
period of time as has been  determined  appropriate  by said  lead  underwriter,
approval for such request will not unreasonably be withheld.

     (i) Use its reasonable efforts to maintain the quotation and trading of its
common stock and the  quotation of the  Registrable  Securities  on the NASD OTC
Bulletin  Board;  and,  without  limiting the  generality of the  foregoing,  to
arrange for at least two market makers to register with the National Association
of Securities Dealers, Inc. as such with respect to such Registrable Securities;

     (j) Provide a transfer agent and  registrar,  which may be a single entity,
for  the  Registrable  Securities  not  later  than  the  effective  date of the
Registration Statement;

     (k) Cooperate with the Investors to facilitate the timely  preparation  and
delivery of certificates  for the Registrable  Securities to be offered pursuant
to the Registration  Statement and enable such  certificates for the Registrable
Securities  to be in such  denominations  or  amounts as the case may be, as the
Investors may reasonably  request,  and,  within three (3) business days after a
Registration   Statement  which  includes  Registrable   Securities  is  ordered
effective by the SEC, the Company shall  deliver,  and shall cause legal counsel
selected by the Company to deliver,  to the transfer  agent for the  Registrable
Securities  (with  copies to the  Investors  whose  Registrable  Securities  are
included in such Registration  Statement) an appropriate instruction and opinion
of such counsel; and

     (l) Take all other reasonable  actions necessary to expedite and facilitate
disposition  by the  Investor  of the  Registrable  Securities  pursuant  to the
Registration Statement.

4.  Obligations of the Investors.  In connection  with the  registration  of the
Registrable Securities, the Investors shall have the following obligations:

     (a) It shall be a condition  precedent to the obligations of the Company to
complete  the  registration  pursuant  to this  Agreement  with  respect  to the
Registrable Securities of a particular Investor that such Investor shall furnish
to the Company such information  regarding  itself,  the Registrable  Securities
held by it, and the intended method of disposition of the Registrable Securities
held by it, as shall be reasonably  required to effect the  registration of such
Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. At least ten (10) days prior
to the first anticipated filing


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<PAGE>


date of the  Registration  Statement,  the Company shall notify each Investor of
the  information  the Company  requires from each such Investor (the  "Requested
Information") if such Investor elects to have any of such Investor's Registrable
Securities included in the Registration  Statement. If at least two (2) business
days  prior to the  filing  date the  Company  has not  received  the  Requested
Information from an Investor (a "Non-Responsive Investor"), then the Company may
file the Registration Statement without including Registrable Securities of such
Non-Responsive Investor;

     (b)  Each  Investor,  by  such  Investor's  acceptance  of the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of the  Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's   Registrable
Securities from the Registration Statement; and

     (c) Each Investor  agrees that, upon receipt of any notice from the Company
of the  happening  of any event of the kind  described  in Section 3(f) or 3(g),
above,  such Investor will  immediately  discontinue  disposition of Registrable
Securities  pursuant to the  Registration  Statement  covering such  Registrable
Securities  until such Investor's  receipt of the copies of the  supplemented or
amended  prospectus  contemplated by Section 3(f) or 3(g) and, if so directed by
the Company,  such Investor  shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a  certificate  of  destruction)
all  copies in such  Investor's  possession,  of the  prospectus  covering  such
Registrable  Securities  current  at the time of  receipt  of such  notice.  The
Company may provide  appropriate  stock transfer  orders in order to enforce the
provisions of this section; and

     (d)  Each  investor  covenants  and  agrees  that it will  comply  with the
prospectus  delivery  requirements  of  the  1934  Act  as  applicable  to it in
connection with the sale of Registrable  Securities pursuant to the Registration
Statement.


5. Expenses of Registration.

     (a)  All  reasonable  expenses  (other  than  underwriting   discounts  and
commissions of the Investor) incurred in connection with registrations,  filings
or qualifications pursuant to Section 3, but including,  without limitation, all
registration,  listing,  and qualifications  fees, printers and accounting fees,
the fees and  disbursements  of counsel  for the  Company and a fee for a single
counsel for the Investors,  in the aggregate for all Investors,  equal to $3,500
for the initial Registration  Statement covering the Registrable  Securities and
$2,500  for  each  subsequent   Registration  Statement  or  amendment  covering
Registrable Securities, shall be borne by the Company.

     (b)  Except  as and to the  extent  specifically  set  forth in  Exhibit  1
attached hereto,  neither the Company nor any of its subsidiaries has, as of the
date hereof, nor shall the Company nor any of its subsidiaries,  on or after the
date of this Agreement,  enter into any agreement with respect to its securities
that  conflicts  with  the  provisions  hereof.  Except  as and  to  the  extent
specifically set forth in Exhibit 1 attached hereto, neither the Company nor any
of its  subsidiaries  has  previously  entered into any  agreement  granting any
registration rights with respect to any of its securities to any Person. Nothing
herein shall be deemed to prevent the Company from granting  registration rights
with respect to any shares of its common  stock  offered and sold after the date
hereof.  Without  limiting  the  generality  of the  foregoing,  the  Company is
explicitly  permitted  to  register  any  securities  necessary  pursuant to its
previously  signed  agreements with Deephaven Private Placement Trading Ltd. and
Amro  International,  S.A, and to renew any registrations  previously granted to
them as necessary under said agreements.

6.  Indemnification.  In the event any Registrable  Securities are included in a
Registration Statement under this Agreement:


                                       45
<PAGE>


     (a) To the extent  permitted by law, the Company  will  indemnify  and hold
harmless each Investor who holds such Registrable Securities,  the directors, if
any, of such Investor,  the officers, if any, of such Investor,  each person, if
any, who controls any Investor  within the meaning of the  Securities Act or the
Exchange Act (each, an "Indemnified Person" or "Indemnified Party"), against any
losses,  claims,  damages,  liabilities or expenses (joint or several)  incurred
(collectively,  "Claims")  to which  any of them may  become  subject  under the
Securities  Act,  the  Exchange  Act or  otherwise,  insofar as such  Claims (or
actions or proceedings,  whether  commenced or threatened,  in respect  thereof)
arise out of or are based upon any of the  following  statements,  omissions  or
violations  in  the  Registration  Statement,  or any  post-effective  amendment
thereof, or any prospectus included therein: (i) any untrue statement or alleged
untrue statement of a material fact contained in the  Registration  Statement or
any  post-effective  amendment  thereof or the  omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein not  misleading,  (ii) any untrue  statement or alleged
untrue  statement  of a material  fact  contained  in the final  prospectus  (as
amended  or  supplemented,  if  the  Company  files  any  amendment  thereof  or
supplement  thereto with the SEC) or the  omission or alleged  omission to state
therein any material fact  necessary to make the  statements  made  therein,  in
light of the  circumstances  under which the  statements  therein were made, not
misleading  or (iii) any  violation  or alleged  violation by the Company of the
Securities  Act,  the  Exchange  Act,  any state  securities  law or any rule or
regulation  under the Securities  Act, the Exchange Act or any state  securities
law (the matters in the foregoing clauses (i) through (iii) being, collectively,
"Violations").  Subject  to clause  (b) of this  Section  6, the  Company  shall
reimburse the Investors,  promptly as such expenses are incurred and are due and
payable,  for any legal fees or other  reasonable  expenses  incurred by them in
connection  with  investigating  or  defending  any such Claim.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a) shall not (I) apply to a Claim  arising out of or
based upon a Violation  which  occurs in reliance  upon and in  conformity  with
information  furnished  in  writing  to  the  Company  by or on  behalf  of  any
Indemnified  Person  expressly for use in connection with the preparation of the
Registration  Statement or any such amendment thereof or supplement  thereto, if
such  prospectus  was timely made  available by the Company  pursuant to Section
3(c) hereof; (II) be available to the extent such Claim is based on a failure of
the Investor to deliver or cause to be delivered the  prospectus  made available
by the Company;  (III) apply to amounts paid in  settlement of any Claim if such
settlement is effected  without the prior written consent of the Company,  which
consent shall not be unreasonably  withheld;  or (IV) be available to the extent
such Claim is based on any act of gross  negligence on the part of the Investor.
Each Investor will indemnify the Company and its officers,  directors and agents
(each,  an  "Indemnified  Person" or  "Indemnified  Party")  against  any claims
arising out of or based upon a Violation  which  occurs in reliance  upon and in
conformity with information furnished in writing to the Company, by or on behalf
of such Investor,  expressly for use in connection  with the  preparation of the
Registration  Statement or a Violation  that arises due to a  Securities  Act or
Exchange Act  violation by such  Investor  pursuant to the sale of shares of the
Company by such  Investor,  subject to such  limitations  and  conditions as are
applicable  to the  indemnification  provided by the Company to this  Section 6.
Such  indemnity  shall  remain  in  full  force  and  effect  regardless  of any
investigation  made by or on behalf of the Indemnified  Person and shall survive
the transfer of the Registrable  Securities by the Investors pursuant to
Section 9.

     (b) Promptly  after receipt by an Indemnified  Person or Indemnified  Party
under this Section 6 of notice of the commencement of any action  (including any
governmental  action),  such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section  6,  deliver  to  the  indemnifying   party  a  written  notice  of  the
commencement  thereof  and the  indemnifying  party  shall  have  the  right  to
participate in, and, to the extent the  indemnifying  party so desires,  jointly
with any other indemnifying  party similarly  noticed,  to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified Person or the Indemnified Party, as the case may be. In case any
such action is brought against any Indemnified  Person or Indemnified Party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to  participate  in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, assume the defense
thereof,  subject to the  provisions  herein  stated and after  notice  from the
indemnifying  party  to such  Indemnified  Person  or  Indemnified  Party of its
election so to assume the defense thereof, the indemnifying party will not be


                                       46
<PAGE>


liable to such Indemnified  Person or Indemnified Party under this Section 6 for
any legal or other reasonable  out-of-pocket  expenses  subsequently incurred by
such  Indemnified  Person or  Indemnified  Party in connection  with the defense
thereof other than reasonable  costs of  investigation,  unless the indemnifying
party  shall not  pursue  the action to its final  conclusion.  The  Indemnified
Person or Indemnified  Party shall have the right to employ separate  counsel in
any such  action and to  participate  in the defense  thereof,  but the fees and
reasonable out-of-pocket expenses of such counsel shall not be at the expense of
the indemnifying  party if the indemnifying party has assumed the defense of the
action  with  counsel  reasonably  satisfactory  to the  Indemnified  Person  or
Indemnified  Party.  The failure to deliver  written notice to the  indemnifying
party within a reasonable time of the  commencement of any such action shall not
relieve such  indemnifying  party of any liability to the Indemnified  Person or
Indemnified  Party  under  this  Section  6,  except  to  the  extent  that  the
indemnifying  party is  prejudiced  in its  ability to defend such  action.  The
indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the  investigation  or defense,  as such
expense, loss, damage or liability is incurred and is due and payable.

7. Contribution.  To the extent any  indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided,  however, that
(a) no contribution shall be made under  circumstances where the maker would not
have been  liable for  indemnification  under the fault  standards  set forth in
Section  6;  (b) no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be entitled to contribution from any seller of Registrable  Securities who
was not guilty of such fraudulent misrepresentation; and (c) contribution by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Securities.

8. Reports under Exchange Act. With a view to making  available to the Investors
the  benefits  of Rule 144  promulgated  under the  Securities  Act or any other
similar rule or  regulation of the SEC that may at any time permit the Investors
to sell  securities  of the Company to the public  without  registration  ("Rule
144"), the Company agrees to:

     (a)  make  and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144;

     (b) file with the SEC in a timely  manner all reports  and other  documents
required of the Company under the Securities Act and the Exchange Act; and

      (c) furnish to each  Investor so long as such  Investor  owns  Registrable
Securities,  promptly upon request,  (i) a written statement by the Company that
it has complied with the reporting  requirements of Rule 144, the Securities Act
and the Exchange Act, (ii) a copy of the most recent annual or quarterly  report
of the Company and such other  reports and documents so filed by the Company and
(iii)  such  other  information  as may be  reasonably  requested  to permit the
Investors to sell such securities pursuant to Rule 144 without registration.

9.  Assignment  of the  Registration  Rights.  The  rights  to have the  Company
register   Registrable   Securities   pursuant  to  this   Agreement   shall  be
automatically  assigned by the Investors to any  transferee  of the  Registrable
Securities  only if: (a) the Investor  agrees in writing with the  transferee or
assignee to assign such rights, and a copy of such agreement is furnished to the
Company  within a  reasonable  time after such  assignment,  (b) the Company is,
within a  reasonable  time after such  transfer or  assignment,  furnished  with
written  notice of (i) the name and address of such  transferee  or assignee and
(ii) the  securities  with respect to which such  registration  rights are being
transferred or assigned,  (c) immediately  following such transfer or assignment
the further  disposition  of such  securities  by the  transferee or assignee is
restricted  under the Securities Act and applicable  state  securities laws, and
(d) at or before the time the Company  received the written notice  contemplated
by clause (b) of this sentence the transferee or assignee agrees in writing with
the Company to be bound by all of


                                       47
<PAGE>


the  provisions  contained  herein.  In the  event  of any  delay in  filing  or
effectiveness of the Registration Statement as a result of such assignment,  the
Company  shall not be liable for any damages  arising  from such  delay,  or the
payments set forth in Section 2(c) hereof arising from such delay.

10.  Amendment of  Registration  Rights.  Any provision of this Agreement may be
amended and the  observance  thereof  may be waived  (either  generally  or in a
particular  instance and either  retroactively or prospectively),  only with the
written  consent of the  Company  and  Investors  who hold a  sixty-seven  (67%)
percent interest of the Registrable Securities. Any amendment or waiver effected
in  accordance  with this Section 10 shall be binding upon each Investor and the
Company.

11. Miscellaneous.

     (a) A person or entity is deemed to be a holder of  Registrable  Securities
whenever such person or entity owns of record such  Registrable  Securities.  If
the Company receives conflicting instructions,  notices or elections from two or
more persons or entities with respect to the same  Registrable  Securities,  the
Company shall act upon the basis of  instructions,  notice or election  received
from the registered owner of such Registrable Securities.

     (b) Notices  required or permitted to be given  hereunder shall be given in
the manner  contemplated  by the Securities  Purchase  Agreement,  (i) if to the
Company or to the Initial Lender,  to their respective  address  contemplated by
the Securities  Purchase Agreement,  and (ii) if to any other Investor,  at such
address as such Investor  shall have  provided in writing to the Company,  or at
such other  address as each such party  furnishes by notice given in  accordance
with this Section 11(b).

     (c)  Failure  of any  party to  exercise  any right or  remedy  under  this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

     (d) This Agreement  shall be governed by and interpreted in accordance with
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 Agreement and hereby  waives,  to the maximum extent
permitted by law, any  objection,  including  any  objection  based on forum non
coveniens, to the bringing of any such proceeding in such jurisdictions.  To the
extent  determined by such court,  the Company shall reimburse the Buyer for any
reasonable legal fees and disbursements  incurred by the Buyer in enforcement of
or protection of any of its rights under this Agreement.

     (e) If any provision of this Agreement shall be invalid or unenforceable in
any  jurisdiction,  such  invalidity  or  unenforceability  shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.

     (f) Subject to the  requirements of Section 9 hereof,  this Agreement shall
inure to the benefit of and be binding upon the  successors  and assigns of each
of the parties hereto.

     (g) All  pronouns  and  any  variations  thereof  refer  to the  masculine,
feminine or neuter, singular or plural, as the context may require.

     (h) The headings in this  Agreement are for  convenience  of reference only
and shall not limit or otherwise affect the meaning thereof.

     (i) This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement. This Agreement, once executed by a


                                       48
<PAGE>


party,  may be delivered to the other party hereto by telephone  line  facsimile
transmission  of a copy of this Agreement  bearing the signature of the party so
delivering this Agreement.

     (j) The Company acknowledges that any failure by the Company to perform its
obligations  under Section 3(a) hereof,  or any delay in such performance  could
result in loss to the Investors, and the Company agrees that, in addition to any
other  liability  the Company may have by reason of such  failure or delay,  the
Company  shall be liable for all direct  damages  caused by any such  failure or
delay,  unless  the same is the  result  of force  majeure,  has been  permitted
pursuant to a written waiver from the Investor(s),  or is permitted by any other
provision  of  this  Agreement  or  the  Securities  Purchase  Agreement  or any
agreement or document  thereto.  Neither party shall be liable for consequential
damages.

     (k) This  Agreement  constitutes  the entire  agreement  among the  parties
hereto with respect to the subject  matter  hereof.  There are no  restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein. This Agreement  supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof. This Agreement may
be amended only by an  instrument  in writing  signed by the party to be charged
with enforcement thereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       49
<PAGE>


                                    EXHIBIT 1

           Agreements Previously Entered Granting Registration Rights
<TABLE>
<CAPTION>
-------------------------------------- ------------------------ ----------------------------------------------------
          Shareholder Name             Shares of Common Stock          Owned/Description of Right to Acquire
-------------------------------------- ------------------------ ----------------------------------------------------
<S>                                    <C>                      <C>
Deephaven Private Placement Trading                             8,007,705 Common Shares and 181,818 Warrants at
Ltd. and Amro International, S.A.             8,280,432         $3.30 each
-------------------------------------- ------------------------ ----------------------------------------------------
Jesup & Lamont Securities Corporation          90,909           Warrants at $3.30 each
-------------------------------------- ------------------------ ----------------------------------------------------
Continental Capital & Equity                   200,000          100,000 Common shares at $1.625 each and 100,000
Corporation                                                     Warrants at $4.00 each
-------------------------------------- ------------------------ ----------------------------------------------------
</TABLE>


                                       50
<PAGE>


IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly executed
by their  respective  officers  thereunto duly authorized as of the day and year
first above written.

                                            COMPANY:
                                            STOCKGROUP.COM HOLDINGS, INC.


                                            By:
                                               ---------------------------------

                                            Name:
                                                 -------------------------------

                                            Title:
                                                  ------------------------------

                                            INITIAL LENDER:

                                            ------------------------------------
                                            [Print Name of Initial Lender]


                                            By:
                                               ---------------------------------


                                            Name:
                                                 -------------------------------


                                            Title:
                                                  ------------------------------


                                       51
<PAGE>