Exhibit 4.2     Form of Debenture

                                FORM OF DEBENTURE

     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.

No.  00-                                                                US $

                          STOCKGROUP.COM HOLDINGS, INC.

           3% CONVERTIBLE DEBENTURE SERIES 00-1 DUE DECEMBER 31, 2003

     THIS  DEBENTURE  is one of a duly  authorized  issue of up to  $500,000  in
Debentures  of  STOCKGROUP.COM  HOLDINGS,  INC.,  a  corporation  organized  and
existing under the laws of the State of Colorado (the  "Company")  designated as
its 3%  Convertible  Debentures  Series 00-1.  Such  Debentures may be issued in
series,  each of which may have a different  maturity date, but which  otherwise
have substantially similar terms.

     FOR VALUE RECEIVED,  the Company promises to pay to , the registered holder
hereof  (the  "Holder"),  the  principal  sum of and 00/100  Dollars  (US $ ) on
December 31, 2003 (the "Maturity Date") and to pay interest on the principal sum
outstanding  from time to time in arrears at the rate of 3% per annum,  accruing
from December , 2000, the date of initial issuance of this Debenture (the "Issue
Date"),  on the date (each, an "Interest  Payment Date") which is the earlier of
(i) the last  calendar  day of  March,  June,  September  and  December  of each
calendar year or (ii) a Conversion Date (as defined below).  Accrual of interest
shall  commence on the first such business day to occur after the Issue Date and
shall continue to accrue on a daily basis until payment in full of the principal
sum has been made or duly provided for.  Subject to the  provisions of Section 4
below (the terms of which shall govern as if this  sentence were not included in
this  Debenture),  interest on this  Debenture is payable,  at the option of the
Company,  in shares of Common  Stock,  no par  value  ("Common  Stock"),  of the
Company at the  Conversion  Price (as defined  below) in effect on the  relevant
date, or in such coin or currency of the United States of America as at the time
of payment is legal  tender for  payment  of public and  private  debts,  at the
address last appearing on the Debenture Register of the Company as designated in
writing by the Holder from time to time.

     This  Debenture  is being  issued  pursuant to the terms of the  Securities
Purchase Agreement,  dated (the "Securities Purchase  Agreement"),  to which the
Company and the Holder (or the 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.

     This Debenture is subject to the following additional provisions:

     1. The Debentures  are issuable in  denominations  of Ten Thousand  Dollars
(US$10,000) or any larger amounts (unless the aggregate  outstanding  Debentures
held by the

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Holder is less than such amount).  The Debentures are  exchangeable for an equal
aggregate principal amount of Debentures of different authorized  denominations,
as requested by the Holder surrendering the same. No service charge will be made
for such registration or transfer or exchange.

     2. The Company shall be entitled to withhold from all payments of principal
of, and interest on, this  Debenture any amounts  required to be withheld  under
the  applicable  provisions  of the  United  States  income  tax  laws or  other
applicable  laws at the time of such  payments,  and Holder  shall  execute  and
deliver all required documentation in connection therewith.

     3. This Debenture has been issued subject to investment  representations of
the  original  purchaser  hereof and may be  transferred  or  exchanged  only in
compliance  with the Securities  Act of 1933, as amended (the "Act"),  and other
applicable  state and foreign  securities  laws and the terms of the  Securities
Purchase  Agreement . In the event of any proposed  transfer of this  Debenture,
the Company may  require,  prior to issuance of a new  Debenture  in the name of
such other person, that it receive reasonable transfer  documentation  including
legal  opinions  from counsel  reasonably  acceptable to the Company in form and
substance  reasonably  acceptable  to  the  Company  that  the  issuance  of the
Debenture  in such other name does not and will not cause a violation of the Act
or any applicable state or foreign securities laws. Prior to due presentment for
transfer of this  Debenture,  the Company and any agent of the Company may treat
the person in whose name this  Debenture  is duly  registered  on the  Company's
Debenture  Register as the owner hereof for the purpose of receiving  payment as
herein  provided and for all other  purposes,  whether or not this  Debenture be
overdue,  and neither the Company nor any such agent shall be affected by notice
to the contrary.

     4. A. (i) At any time on or after  the  date  which is the  earlier  of (x)
sixty-five  (65) days after the  Closing  Date or (y) the  Effective  Date,  the
Holder of this  Debenture is entitled,  at its option,  subject to the following
provisions of this Section 4, to convert this  Debenture at any time into shares
of Common  Stock of the Company at a  conversion  price for each share of Common
Stock  ("Conversion  Price") equal to the lower of the Fixed Conversion Price or
the Variable Conversion Price (as those terms are defined below).

             (ii) The term "Fixed  Conversion  Price"  means one dollar  ($1.00;
which amount is subject to adjustment as provided herein).

             (iii) The term "Variable  Conversion  Price" means the amount equal
to eighty  percent (80%) of the average of the two (2) lowest Closing Bid Prices
(which need not be from  consecutive  trading  days) during the ten (10) trading
days ending on the trading day  immediately  preceding the  Conversion  Date (as
defined below); provided,  however, that the Variable Conversion Price shall not
be less than the Minimum Conversion Price.

             (iv) The term "Minimum  Conversion Price" means fifty cents ($0.50;
which amount is subject to adjustment as provided herein).

             (v) The term "Closing Bid Price" means the closing bid price during
regular  trading  hours of the Common Stock (in U.S.  Dollars) on the  Principal
Trading Market, as reported by the Reporting Service.

          B.  Conversion  shall be  effectuated by faxing a Notice of Conversion
(as defined below) to the Company as provided in this  paragraph.  The Notice of
Conversion shall be

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executed  by the  Holder of this  Debenture  and shall  evidence  such  Holder's
intention to convert this  Debenture or a specified  portion  hereof in the form
annexed  hereto as Exhibit A. If paid in Common  Stock as  contemplated  hereby,
interest  accrued  or  accruing  from the Issue  Date to the  relevant  Interest
Payment  Date  shall  be paid in  Common  Stock  at the  Conversion  Price  then
applicable  as of such Interest  Payment  Date.  No fractional  shares of Common
Stock or scrip  representing  fractions of shares will be issued on  conversion,
but the number of shares  issuable  shall be rounded to the nearest whole share.
The date on which notice of conversion is given (the "Conversion Date") shall be
deemed  to be the date on which  the  Holder  faxes or  otherwise  delivers  the
conversion notice ("Notice of Conversion") to the Company so that it is received
by the  Company  on or  before  such  specified  date,  provided  that,  if such
conversion would convert the entire remaining  principal of this Debenture,  the
Holder shall deliver to the Company the original  Debentures  being converted no
later than five (5) business days thereafter.  Facsimile  delivery of the Notice
of  Conversion  shall be  accepted  by the  Company at  facsimile  number  (604)
331-1194;  Attn:  CEO.  Certificates  representing  Common Stock upon conversion
("Conversion  Certificates")  will be  delivered  to the  Holder at the  address
specified  in the Notice of  Conversion  (which may be the  Buyer's  address for
notices as  contemplated  by the  Securities  Purchase  Agreement or a different
address), via express courier, by electronic transfer or otherwise, within three
(3) business days (such third business day, the "Delivery  Date") after the date
on which the Notice of Conversion is delivered to the Company as contemplated in
this paragraph B, and, if interest is paid by Common Stock, the Interest Payment
Date.

          C.  Notwithstanding  any other provision hereof or of any of the other
Transaction Agreements,  in no event (except (i) as specifically provided herein
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 convert any portion of this
Debenture,  or shall the Company have the  obligation to convert such  Debenture
(and the Company  shall not have the right to pay  interest  hereon in shares of
Common Stock) to the extent that,  after such conversion or issuance of stock in
payment  of  interest,  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
unconverted  portion of the Debentures or unexercised  portion of the Warrants),
and (2) the number of shares of Common Stock issuable upon the conversion of the
Debentures  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  conversion).  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 Debenture,
further agrees that if the Holder  transfers or assigns any of the Debentures 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 4(C) as if such  transferee or assignee
were the original  Holder hereof.  Nothing herein shall preclude the Holder from
disposing  of a sufficient  number of other shares of Common Stock  beneficially
owned by the Holder so as to thereafter permit the continued  conversion of this
Debenture.

          D. (i) If the Company elects to pay interest due in Common Stock,  the
number of shares of Common  Stock to be issued shall be  determined  by dividing
the dollar amount of the interest to be so paid by the  Conversion  Price on the
relevant Interest Payment


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Date. If the interest is to be paid in Common  Stock,  the Common Stock shall be
delivered to the Holder,  or per Holder's  instructions,  (i) if being issued in
connection  with a  conversion,  at the same  time the  Conversion  Certificates
pursuant to Section  4(B) hereof are to be  delivered,  and (ii) with respect to
all other  instances,  within three (3) business days after the Interest Payment
Date (such third business date, a "Delivery Date").

             (ii) If the interest is to be paid in cash,  the Company shall make
such payment within three (3) business days of the Interest Payment Date. If the
interest is not paid by such third  business  day, the interest  must be paid in
Common Stock in accordance with the provisions of Section 4(D)(i) hereof, unless
the Holder consents otherwise in each specific instance.

          E. Anything herein to the contrary  notwithstanding,  in the event the
Company  breaches the provisions of Section  4(g)(i) of the Securities  Purchase
Agreement,  the  Conversion  Price  shall be  amended  to be equal to (i) ninety
percent (90%) of (ii) the  Conversion  Price  determined in accordance  with the
other provisions of this Debenture  without regard to this Section 4(E), and the
Holder may  require  the  Company to  immediately  redeem all or any part of the
outstanding  portion of this  Debenture  for an amount  equal to the  Redemption
Amount.

     5. The Holder  recognizes  that, if applicable to the Company,  the Company
may be limited in the number of shares of Common Stock it may issue by virtue of
(a) the  Issuance  Limitations.  Without  limiting the other  provisions  of the
Securities Purchase Agreement or this Debenture, the Company will take all steps
reasonably  necessary  to be in a position  to issue  shares of Common  Stock on
conversion of all the  debentures  issued in this series of  Debentures  without
violating the Issuance  Limitations.  If, despite taking such steps, the Company
still can not issue such shares of Common Stock  without  violating the Issuance
Limitations,  the  Holder of this  Debenture  (to the extent the same can not be
converted  in  compliance  with  the  Issuance   Limitations,   an  "Unconverted
Debenture"),  shall  have the  option,  exercisable  in such  Holder's  sole and
absolute discretion, to elect either of the following remedies:

          (i) if permitted by the Cap Regulations,  require the Company to issue
     shares  of  Common  Stock  in  accordance  with  such  Holder's  Notice  of
     Conversion  at a  conversion  purchase  price  equal to the  average of the
     Closing  Bid Price per share of Common  Stock for any five (5)  consecutive
     trading days (subject to certain  equitable  adjustments for certain events
     occurring   during  such  period)   during  the  sixty  (60)  trading  days
     immediately preceding the date of Notice of Conversion; or

          (y) require the Company to redeem each  Unconverted  Debenture  for an
     amount (the "Redemption Amount"), payable in cash, equal to:

                            V                        x                 M
                           ---
                            CP

     where:

          "V" means the principal of an  Unconverted  Debenture plus any accrued
     but unpaid interest thereon;

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          "CP" means the  Conversion  Price in effect on the date of  redemption
     (the "Cap Redemption  Date") specified in the notice from the holder of the
     Unconverted Debentures electing this remedy; and

          "M" means the  highest  closing  price per share of the  Common  Stock
     during the period  beginning on the Redemption  Date and ending on the date
     of payment of the Redemption Amount.

The notice of exercise of this provision by the Holder shall specify the date on
which the Redemption Amount shall be paid, which date shall be at least five (5)
business days after the Redemption  Date;  provided,  however,  that the Company
shall have the right to accelerate  the date of such  payment.  The Holder of an
Unconverted  Debenture  may elect one of the above  remedies  with  respect to a
portion of such Unconverted Debenture and the other remedy with respect to other
portions of the Unconverted  Debenture.  If the Redemption  Amount is not timely
paid by the Company,  the Redemption  Amount  computed as of such date will bear
interest at the rate of eighteen  percent  (18%) or the highest  rate allowed by
law,  whichever is lower,  from the date it was due until and including the date
actually paid.

     6. Subject to the terms of the Securities Purchase Agreement,  no provision
of this Debenture shall alter or impair the obligation of the Company,  which is
absolute  and  unconditional,  to pay the  principal  of, and  interest on, this
Debenture at the time,  place,  and rate,  and in the coin or  currency,  herein
prescribed.  This Debenture and all other  Debentures now or hereafter issued of
similar terms are direct obligations of the Company.

     7. A. No recourse  shall be had for the payment of the principal of, or the
interest  on, this  Debenture,  or for any claim based  hereon,  or otherwise in
respect hereof, against any incorporator,  shareholder,  officer or director, as
such,  past,  present or future,  of the Company or any  successor  corporation,
whether  by  virtue  of any  constitution,  statute  or rule  of law,  or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance  hereof and as part of the consideration for the issue hereof,
expressly waived and released.

        B. All payments  contemplated  hereby to be made "in cash" shall be made
in  immediately  available  good  funds in such coin or  currency  of the United
States of  America as at the time of  payment  is legal  tender  for  payment of
public and private  debts.  All payments of cash and each  delivery of shares of
Common Stock issuable to the Holder as contemplated  hereby shall be made to the
Holder at the address last appearing on the Debenture Register of the Company as
designated  in writing by the Holder  from time to time;  except that the Holder
can designate,  by notice to the Company,  a different  delivery address for any
one or more specific payments or deliveries.

     8. If,  for as long as this  Debenture  remains  outstanding,  the  Company
enters into a merger (other than where the Company is the  surviving  entity) or
consolidation with another  corporation or other entity or a sale or transfer of
all or  substantially  all of  the  assets  of the  Company  to  another  person
(collectively, a "Sale"), the Company will require, in the agreements reflecting
such transaction,  that the surviving entity expressly assume the obligations of
the Company hereunder. Notwithstanding the foregoing, if the Company enters into
a Sale and the  holders  of the Common  Stock are  entitled  to  receive  stock,


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securities or property in respect of or in exchange for Common Stock,  then as a
condition  of such  Sale,  the  Company  and any such  successor,  purchaser  or
transferee  will agree that the  Debenture  may  thereafter  be converted on the
terms and subject to the  conditions set forth above into the kind and amount of
stock, securities or property receivable upon such merger,  consolidation,  sale
or transfer by a holder of the number of shares of Common  Stock into which this
Debenture   might  have  been   converted   immediately   before  such   merger,
consolidation, sale or transfer, subject to adjustments which shall be as nearly
equivalent as may be  practicable.  In the event of any such proposed  Sale, (i)
the Holder  hereof  shall have the right to  convert by  delivering  a Notice of
Conversion to the Company  within fifteen (15) days of receipt of notice of such
Sale  from the  Company,  except  that  Section  4(C)  shall  not  apply to such
conversion.

     9. If, at any time while any portion of this Debenture remains outstanding,
the Company spins off or otherwise  divests  itself of a part of its business or
operations or disposes of all or of a part of its assets in a  transaction  (the
"Spin Off") in which the Company  does not receive  just  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,  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
Debentures  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  Debentures")  been  converted 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 conversion of all
or any of the  Outstanding  Debentures,  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 principal amount of the Outstanding Debentures
then being  converted,  and (II) the denominator is the principal  amount of the
Outstanding Debentures.

     10.  If,  at  any  time  while  any  portion  of  this  Debenture   remains
outstanding, the Company effectuates a stock split or reverse stock split of its
Common  Stock or issues a dividend on its Common Stock  consisting  of shares of
Common Stock,  the Conversion  Price,  the Minimum  Conversion  Price, the Fixed
Conversion Price and any other amounts  calculated as contemplated  hereby or by
any of the other Transaction  Agreements shall be equitably  adjusted to reflect
such action. By way of illustration, and not in limitation, of the foregoing (i)
if the Company  effectuates  a 2:1 split of its Common Stock,  thereafter,  with
respect to any  conversion  for which the Company issues shares after the record
date of such split,  any market  price from a date prior to such split which was
used in any of the  calculation  of the  Conversion  Price shall be deemed to be
one-half of what it had been  calculated to be immediately  prior to such split;
(ii) if the  Company  effectuates  a 1:10  reverse  split of its  Common  Stock,
thereafter,  with respect to any  conversion for which the Company issues shares
after the record date of such reverse split,  any market price from a date prior
to such split which was used in any of the  calculation of the Conversion  Price
shall be deemed to be ten times what it had been  calculated  to be  immediately
prior to such split;  and (iii) if the Company  declares a stock dividend of one
share of Common Stock for every 10 shares outstanding,  thereafter, with respect
to any  conversion  for which the Company issues shares after the record date of
such dividend,  any market price from a date prior to such record date which was
used in any of the  calculation  of the  Conversion  Price shall be deemed to be
such amount  multiplied  by a fraction,  of which the numerator is the number of
shares (10 in the  example)  for which a  dividend  share will be issued and the
denominator  is such number of shares  plus the  dividend  share(s)  issuable or
issued thereon (11 in the example).

     11. The Holder of the  Debenture,  by acceptance  hereof,  agrees that this
Debenture is being  acquired for investment and that such Holder will not offer,
sell or  otherwise  dispose  of this  Debenture  or the  Shares of Common  Stock
issuable  upon  conversion  thereof  except under

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circumstances  which will not result in a violation of the Act or any applicable
state  Blue  Sky or  foreign  laws  or  similar  laws  relating  to the  sale of
securities.

     12. This  Debenture  shall be governed by and construed in accordance  with
the laws of the State of New York. Each of the parties consents to the exclusive
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  Holder  for  any  reasonable   legal  fees  and
disbursements  incurred by the Holder in  enforcement of or protection of any of
its rights under any of this Debenture.

     13. The following shall constitute an "Event of Default":

          a.   The Company shall default in the payment of principal or interest
               on this  Debenture  and same shall  continue for a period of five
               (5) business days; or

          b.   Any of the  representations  or  warranties  made by the  Company
               herein, in the Securities  Purchase  Agreement,  the Registration
               Rights   Agreement  (as  defined  in  the   Securities   Purchase
               Agreement)  or in any  certificate  or financial or other written
               statements  heretofore  or hereafter  furnished by the Company in
               connection  with the execution and delivery of this  Debenture or
               the Securities Purchase Agreement shall be false or misleading in
               any material respect at the time made; or

          c.   Subject to the terms of the Securities  Purchase  Agreement,  the
               Company  fails to  authorize  or to cause its  Transfer  Agent to
               issue shares of Common  Stock upon  exercise by the Holder of the
               conversion  rights of the Holder in accordance  with the terms of
               this Debenture,  fails to transfer or to cause its Transfer Agent
               to transfer any  certificate for shares of Common Stock issued to
               the Holder upon conversion of this Debenture and when required by
               this Debenture or the  Registration  Rights  Agreement,  and such
               transfer is otherwise  lawful, or fails to remove any restrictive
               legend on any certificate or fails to cause its Transfer Agent to
               remove such restricted legend, in each case where such removal is
               lawful, as and when required by this Debenture,  the Agreement or
               the  Registration  Rights  Agreement,  and any such failure shall
               continue uncured for ten (10) business days; or

          d.   The  Company  shall fail to perform or observe,  in any  material
               respect,  any  other  covenant,   term,   provision,   condition,
               agreement or  obligation of any Debenture in this series and such
               failure shall  continue  uncured for a period of thirty (30) days
               after written notice from the Holder of such failure; or

          e.   The  Company  shall fail to perform or observe,  in any  material
               respect, any covenant, term, provision,  condition,  agreement or
               obligation of the Company under the Securities Purchase Agreement
               or the  Registration  Rights  Agreement  and such  failure  shall
               continue  uncured for a period of

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               thirty  (30) days after  written  notice  from the Holder of such
               failure  (other than a failure to use the Company's  best efforts
               to cause  the  Registration  Statement  to become  effective,  as
               provided in the Registration  Rights  Agreement,  as to which the
               cure period shall be five (5) days after written  notice from the
               Holder of such failure); or

          f.   The Company  shall (1) admit in writing its  inability to pay its
               debts  generally as they mature;  (2) make an assignment  for the
               benefit of creditors or commence proceedings for its dissolution;
               or (3) apply for or  consent  to the  appointment  of a  trustee,
               liquidator or receiver for its or for a  substantial  part of its
               property or business; or

          g.   A trustee,  liquidator  or receiver  shall be  appointed  for the
               Company or for a  substantial  part of its  property  or business
               without  its consent and shall not be  discharged  within  ninety
               (90) days after such appointment; or

          h.   Any governmental agency or any court of competent jurisdiction at
               the instance of any  governmental  agency shall assume custody or
               control of the whole or any substantial portion of the properties
               or assets of the Company and shall not be dismissed within ninety
               (90) days thereafter; or

          i.   Bankruptcy, reorganization, insolvency or liquidation proceedings
               or other  proceedings  for relief under any bankruptcy law or any
               law for the relief of debtors  shall be  instituted by or against
               the Company and, if instituted against the Company,  shall not be
               dismissed  within ninety (90) days after such  institution or the
               Company shall by any action or answer  approve of, consent to, or
               acquiesce  in  any  such   proceedings   or  admit  the  material
               allegations  of, or default in answering a petition  filed in any
               such proceeding; or

          j.   The Company  shall have its Common  Stock  suspended  or delisted
               from an exchange or  over-the-counter  market from trading for in
               excess of fifteen (15) trading days.

Then, or at any time  thereafter,  and in each and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
shall not be deemed to be a waiver of any  subsequent  default) at the option of
the Holder and in the Holder's  sole  discretion,  the Holder may consider  this
Debenture immediately due and payable,  without presentment,  demand, protest or
notice of any kinds, all of which are hereby expressly  waived,  anything herein
or in any note or other instruments  contained to the contrary  notwithstanding,
and the Holder may  immediately  enforce any and all of the Holder's  rights and
remedies provided herein or any other rights or remedies afforded by law.

     14. Nothing  contained in this  Debenture  shall be construed as conferring
upon the  Holder  the right to vote or to  receive  dividends  or to  consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights  whatsoever  as a  shareholder  of the Company,  unless and to the extent
converted in accordance with the terms hereof.

     15. In the event for any  reason,  any  payment by or act of the Company or
the Holder  shall  result in payment of interest  which  would  exceed the limit
authorized  by or be in violation

<PAGE>

of the law of the jurisdiction applicable to this Debenture, then ipso facto the
obligation  of the Company to pay  interest or perform  such act or  requirement
shall be reduced  to the limit  authorized  under such law,  so that in no event
shall the Company be obligated to pay any such interest, perform any such act or
be bound by any  requirement  which  would  result in the payment of interest in
excess of the limit so  authorized.  In the event any  payment  by or act of the
Company shall result in the  extraction of a rate of interest in excess of a sum
which is lawfully  collectible  as interest,  then such amount (to the extent of
such excess not returned to the Company)  shall,  without  further  agreement or
notice between or by the Company or the Holder, be deemed applied to the payment
of principal, if any, hereunder immediately upon receipt of such excess funds by
the  Holder,  with  the  same  force  and  effect  as  though  the  Company  had
specifically  designated  such sums to be so applied to principal and the Holder
had agreed to accept such sums as an interest-free prepayment of this Debenture.
If any part of such excess  remains  after the  principal has been paid in full,
whether by the  provisions  of the  preceding  sentences  of this  Section 15 or
otherwise,  such  excess  shall be deemed to be an  interest-free  loan from the
Company to the Holder,  which loan shall be payable  immediately  upon demand by
the  Company.  The  provisions  of this  Section 15 shall  control  every  other
provision of this Debenture.

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed by an officer thereunto duly authorized.

Dated: ,

                                    STOCKGROUP.COM HOLDINGS, INC.

                                    By:_______________________________________

                                    __________________________________________
                                    (Print Name)
                                    __________________________________________
                                    (Title)

<PAGE>


EXHIBIT A

                              NOTICE OF CONVERSION
                                       OF
           3% CONVERTIBLE DEBENTURE SERIES 00-1 DUE DECEMBER 31, 2003
   (To be Executed by the Registered Holder in Order to Convert the Debenture)


FROM: ("Holder")

DATE: (the "Conversion Date")

RE:   Conversion of $ principal  amount (the  "Converted  Debenture")  of the 3%
      Convertible  Debenture Series 00-1 Due December 31, 2003 (the "Debenture")
      of  STOCKGROUP.COM   HOLDINGS,  INC.  (the  "Company")  into  shares  (the
      "Conversion Shares") of Common Stock (defined below)

CONVERSION DATE:

     The captioned  Holder  hereby gives notice to the Company,  pursuant to the
Debenture of STOCKGROUP.COM HOLDINGS, INC. that the Holder elects to convert the
Converted  Debenture into fully paid and non-assessable  shares of Common Stock,
no par value (the  "Common  Stock"),  of the Company as of the  Conversion  Date
specified  above.  Said  conversion  shall be based on the following  Conversion
Price (the lower of the two alternatives is checked):

      _     $ , representing the Fixed Conversion Price (as defined in the
            Debenture)


      _     $ , representing  the Variable  Conversion  Price (as defined in the
            Debenture).  If the Variable  Conversion  Price is selected above, a
            schedule of the  Closing Bid Prices of the Common  Stock for the ten
            trading days prior to the Conversion Date, on the Principal  Trading
            Market as  reported  by the  Reporting  Service  (as those terms are
            defined  in  the  Securities   Purchase  Agreement  defined  in  the
            Debenture),  is  attached  for your  reference  in  determining  the
            Conversion Price. The Variable Conversion Price is not less than the
            Minimum Conversion  Price.Based on this Conversion Price, the number
            of  Conversion  Shares  indicated  above  should  be  issued  in the
            following name(s):

            Name and Record Address                     Conversion Shares

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


<PAGE>


     As  contemplated  by the Debenture and the Securities  Purchase  Agreement,
this  Notice  of   Conversion   is  being  sent  by   facsimile   to  the  telec
11754-00013/784671.5 -59- Registration Rights Agreement opier number and officer
indicated above, with a copy to the Company's counsel.

     If  this  Notice  of  Conversion  represents  the  full  conversion  of the
outstanding  balance  of the  Converted  Debenture,  the  Holder  either (1) has
previously surrendered the Converted Debenture, duly endorsed, to the Company or
(2) will surrender (or cause to be surrendered)  the Converted  Debenture,  duly
endorsed,  to the  Company at the  address  indicated  above by express  courier
within five (5) business days after delivery or facsimile  transmission  of this
Notice of Conversion.

     The certificates  representing the Conversion  Shares should be transmitted
by the  Company to the  Holder via  express  courier or by  electronic  transfer
within the time contemplated by the Debenture and Securities  Purchase Agreement
after  receipt  of this  Notice of  Conversion  (by  facsimile  transmission  or
otherwise) to:

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

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

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

     As contemplated  by the Debenture,  the Company should also pay all accrued
but unpaid interest on the Converted  Debenture to the Holder.  If being paid in
cash, such payment should be made by wire transfer as follows:






If being paid in Common  Stock as  contemplated  by the  Debenture,  such shares
should be issued in the name of the Holder and  delivered in the same manner as,
and together with, the Conversion Shares.


                                -------------------------------------------
                                (Print name of Holder)

                                By:
                                -------------------------------------------
                                (Signature of Authorized Person)

                                -------------------------------------------
                                (Printed Name and Title)




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