EXHIBIT  4.14  AGENCY  AGREEMENT

                        FIRST ASSOCIATES INVESTMENTS INC.
                                   Suite 2200
                              440 - 2nd Avenue S.W.
                               Calgary AB T2P 5E9


April  ,  2003

STOCKGROUP  INFORMATION  SYSTEMS  INC.
500  -  750  W.  Pender  Street
Vancouver,  British  Columbia
V6C  2T7

ATTENTION:  MR.  MARCUS  NEW,  CHIEF  EXECUTIVE  OFFICER

Dear  Sir:

RE:  SHORT  FORM  OFFERING  DOCUMENT  OF  UNITS
     ------------------------------------------

We  understand  that  Stockgroup  Information  Systems  Inc. (the "Corporation")
wishes  to  issue  and  sell  by way of private placement in Alberta and British
Columbia  (the  "Offering Jurisdictions") up to 5,400,000 units ("Units") of the
Corporation  at  $0.37 per Unit ("Offering Price") by way of short form offering
document  under Alberta Securities Commission Blanket Order 45-507 (the "Alberta
Blanket  Order")  and  Instrument  45-509  of  the  British  Columbia Securities
Commission  (the  "BC  Instrument")  and  in  accordance  with  Policy  4.6 (the
"Exchange Policy") of the TSX Venture Exchange Inc. (the "Exchange").  Each Unit
will  consist  of one Common Share of the Corporation ("Unit Share") one-half of
one  Common Share purchase warrant ("Warrant").  Each whole Warrant will entitle
the holder to purchase one Common Share ("Warrant Share") at $0.75 per share for
a  period  of  12  months  from  the  Closing  Date.

                                    ARTICLE 1
                                  DEFINITIONS

1.1     DEFINITIONS
          In  this  Agreement,  the  following  words and phrases shall have the
following  meanings:

(a)  "AGENT"  means  First  Associates  Investments  Inc.;

(b)  "AGENT'S  COMMISSION"  means  a  commission equal to 8% of the gross dollar
     value  of  Units  sold  under  the  Offering;

(c)  "AGENT'S  OPTION"  means an option, substantially in the form of the Option
     Agreement attached hereto, to purchase that number of Units equal to 10% of
     the  number of Units sold under the Offering at $0.37 per Unit, at any time
     and  from  time  to  time  until  24  months  from  the  Closing  Date;

(d)  "AGENT'S  OPTION SHARE" means a Common Share included in a Unit issuable on
     exercise  of  the  Agent's  Option;

(e)  "AGENT'S  OPTION  WARRANT"  means  a Warrant included in a Unit issuable on
     exercise  of  the  Agents'  Option;

(f)  "AGENT'S  WARRANT  SHARE"  means  a Common Share issuable on exercise of an
     Agent's  Option  Warrant;

(g)  "ALBERTA  ACT"  means  the  Securities  Act  (Alberta);


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(h)  "ALBERTA  RULES"  means  the  rules  under  the  Alberta  Act;

(i)  "APPLICABLE SECURITIES LAWS" means applicable securities laws, regulations,
     rules  and  policies  in  the  Offering  Jurisdictions;

(j)  "BC  ACT"  means  the  Securities  Act  (British  Columbia);

(k)  "BC  RULES"  means  the  Rules  under  the  BC  Act;

(l)  "CLOSING  DATE" means the date or dates the Corporation and the Agent agree
     upon  as  the date or dates for closing of the issue and sale of the Units,
     such  date  or  dates  not to be later than 60 days after acceptance of the
     Short  Form  by  the  Exchange;

(m)  "COMMON  SHARES"  means  Common  Shares  of  the  Corporation  as presently
     constituted;

(n)  "CORPORATION"  means  Stockgroup  Information  Systems  Inc.;

(o)  "CURRENT  AIF"  means a "current AIF" as defined in Multilateral Instrument
     45-102  Resale  of  Securities;

(p)  "FINANCIAL  STATEMENTS"  means  the  audited  and/or  unaudited  financial
     statements  of the Corporation together with the notes thereto incorporated
     by  reference  into  the  Short  Form;

(q)  "INCORPORATED  DOCUMENTS"  means  the  Current  AIF, the Corporation's most
     recent  audited  financial  statements  and all quarterly interim financial
     statements,  news  releases disclosing material changes and material change
     reports,  as  applicable,  filed  since  the  Current  AIF;

(r)  "MATERIAL CONTRACT" means any contract entered into by the Corporation that
     can  reasonably  be  regarded  as  presently  material to a Subscriber; (s)
     "OFFERING"  means  the  offering  of  Units  contemplated  herein;

(t)  "OFFERING  PERIOD"  means the period commencing on the earliest of the date
     hereof  and  the  date  that  the Short Form is certified and ending on the
     earlier  of:

     (i)  the  date  that  all  of  the  Units  are  sold,
     (ii) 60  days  from  the  Exchange's  acceptance  of  the  Offering,  and
     (iii)  the  date that the Agent and the Corporation agree that the Offering
          shall  terminate;

(u)  "PUBLIC  RECORD"  means  all  information filed by the Corporation with any
     securities  commission  or  stock  exchange  in  compliance  or  intended
     compliance  with  applicable laws or the rules, regulations, or policies of
     such  securities  commission  or  stock  exchange;

(v)  "PURCHASERS"  means  Subscribers  who  purchase  Units  under the Offering;

(w)  "QUALIFYING  ISSUER" means a "qualifying issuer" as defined in Multilateral
     Instrument  45-102  Resale  of  Securities;

(x)  "SHORT  FORM"  means the Corporation's "Short Form Offering Document" under
     the  Exchange  Policy,  the  Alberta Blanket Order and the BC Instrument in
     relation  to  the  Offering;


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(y)  "SUBSCRIBERS"  means prospective purchasers who subscribe to purchase Units
     under  the  Offering;

(z)  "SUBSEQUENTLY  TRIGGERED REPORT" means a material change report required to
     be  filed under Applicable Securities Laws as a result of a material change
     in  the  affairs of the Corporation that occurs after the date of the Short
     Form  is  certified  but  before  the  purchaser enters into a Subscription
     Agreement;

(aa) "TIME OF CLOSING" means 10:00 a.m., Calgary time, or such other time as the
     Agent  and  the  Corporation  may  agree  upon,  on  the  Closing  Date;

(bb) "WARRANTS"  means  the Common Share purchase warrants included in the Units
     and,  where  the context permits, includes the Agent's Option Warrants; and

(cc) "WARRANT SHARES" means, collectively, Common Shares issuable on exercise of
     Warrants  and,  where the context permits, includes Agent's Warrant Shares.

     The  terms "misrepresentation", "material change" and "material fact" shall
     have the meanings ascribed thereto under the Applicable Securities Laws and
     "distribution"  or  distribution  to the public", as the case may be, shall
     also  have  the meaning as defined under the Applicable Securities Laws and
     "distribute"  has  a  corresponding  meaning.  The  terms "this agreement",
     "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions
     refer  to  the  agreement  of  the  parties set forth herein and not to any
     particular  paragraph  or  other  portion  of  this  agreement;


                                    ARTICLE 2
                              APPOINTMENT OF AGENT

          The  Corporation appoints the Agent as its sole and exclusive agent to
offer  the  Units  for  sale  in  the Offering Jurisdictions on a "best efforts"
private  placement  basis.

2.1     SUB-AGENTS
          The  Agent  shall  be  entitled  to retain other registered securities
dealers  as  sub-agents in connection with the Offering.  The commission payable
to  such  sub-agents  shall  be  solely  for  the  account  of  the  Agent.

2.2     AGENT'S  FEES  AND  COMMISSION
          In  consideration  for  the  services  that  have  been  and are to be
provided  by  the  Agent  hereunder,  the  Corporation  shall  pay  the  Agent a
non-refundable  due  diligence  administration fee of $20,000 plus GST, of which
$10,000  plus  GST  shall,  if  not  already  paid, be paid on execution of this
Agreement  and  the  balance of $10,000 plus GST shall be payable at the Time of
Closing.

     In  addition, the Corporation shall pay the Agent's Commission to the Agent
and  grant  the  Agent's  Option  to  the  Agent  at  the  Time  of  Closing.

2.3     AGENT'S  COVENANTS
          The  Agent  covenants  with  the  Corporation  that  it  will:

(a)  use  reasonable  commercial  efforts  to  obtain  from  Subscribers  in the
     Offering  Jurisdictions,  subscriptions  for  all  of  the  Units;

(b)  conduct  its  activities  in  connection with arranging for the sale of the
     Units  in  compliance  with  Applicable  Securities  Laws;  and

(c)  to  file  with  the  Exchange  the  undertaking  required by section 1.1 of
     Appendix  4A  Due  Diligence  Report  to  the  Exchange  Policies.


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                                    ARTICLE 3
                REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

          The  Corporation  represents  and  warrants  to and covenants with the
Agent  and  with  each  of  the  Purchasers  that:

3.1     INCORPORATION  AND  ORGANIZATION

          The  Corporation  has  been  duly  incorporated  and  organized and is
validly  existing  under  the  laws  of  the  jurisdiction  in  which  it  was
incorporated,  has all requisite power and authority to carry on its business as
now  conducted and as presently proposed to be conducted, to own or lease and to
operate  its  properties  and  assets.

3.2     SUBSIDIARIES

          The  Corporation owns 100% of the issued and outstanding voting common
shares  of  579818 B.C. Ltd., which wholly owns Stockgroup Media Inc., a British
Columbia  corporation)  collectively the "Material Subsidiaries").  In addition,
the  Corporation  owns  50%  of  Stockscores Analytics Corp., a British Columbia
corporation,  all  of  the  issued  and outstanding shares of Stockgroup Systems
Ltd.,  a  Nevada  Corporation  and  Stockgroup  Australia  Pty Ltd, an Australia
Corporation,  none  of  which  account for a material amount of the consolidated
assets,  liabilities,  revenues,  expenses  or  cash  flows  of the corporation.

3.3     CONDUCT  OF  BUSINESS

          The  Corporation  and  each of its Material Subsidiaries is conducting
its  business  in  compliance with all applicable laws, rules and regulations of
each  jurisdiction  in  which  its  business  is  carried  on, is duly licensed,
registered  or  qualified  in  all  jurisdictions  in  which  it owns, leases or
operates  property  or  carries on business, and is up-to-date in respect of all
corporate  filings under the laws of each such jurisdiction.  All such licences,
registrations  and qualifications are valid and subsisting and in good standing,
except  in  respect of matters which do not and will not, either individually or
collectively,  result  in  any material adverse change to the business, business
prospects  or  condition  (financial or otherwise) of the Corporation taken as a
whole.

3.4     AUTHORIZED  AND  ISSUED  CAPITAL

          The  authorized and issued capital of the Corporation is as set out in
the  Short  Form  and  the  Incorporated  Documents.

3.5     OBLIGATIONS  TO  ISSUE  SECURITIES

          No  person,  firm  or  corporation  has any agreement or option or any
right  or  privilege  (whether  by  law,  pre-emptive or contractual) capable of
becoming an agreement, including convertible securities, warrants or convertible
obligations of any nature, for the purchase, subscription, allotment or issuance
of  any unissued shares or other securities of the Corporation except as set out
in  the  Short  Form.

3.6     FINANCIAL  STATEMENTS

          The  Financial  Statements  have  been  prepared  in  accordance  with
generally  accepted  accounting  principles  of  the United States, applied on a
basis consistent with prior periods, are correct and complete and present fairly
the assets, liabilities (whether accrued, absolute, contingent or otherwise) and
financial  condition  of  the  Corporation  as  at  the  respective dates of the
Financial  Statements  and  the sales, earnings and results of operations of the
Corporation  for  the  respective  periods  covered by the Financial Statements.


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3.7     NO  MATERIAL  CHANGES
          Except  as  disclosed  in  the  Short  Form:

(a)  there  has not been any material change in the capital, assets, liabilities
     or  obligations  (absolute,  accrued,  contingent  or  otherwise)  of  the
     Corporation  from  the  position  set  forth  in  the  Short  Form  and the
     Incorporated  Documents;

(b)  there  has  not  been  any  material  change in the business, operations or
     condition  (financial  or  otherwise)  or  results  of  operations  of  the
     Corporation  from  that  set  forth  in the Short Form and the Incorporated
     Documents; and (c) to the knowledge of the Corporation there is no state of
     facts  which  is  likely  to  result  in  any  such  material  change.

3.8     TRANSACTIONS  WITH  INSIDERS

          None  of  the  directors  or  senior  officers of the Corporation, any
holder  of  more  than  10% of its outstanding Common Shares or any associate or
affiliate of any of the foregoing persons or companies as such terms are defined
in the Securities Act (Alberta) has, or has had any material interest, direct or
indirect, in any continuing or existing material transaction or has any material
interest, direct or indirect, in any proposed material transaction which, as the
case may be, is material to or will materially affect the Corporation, except as
disclosed  in  the  Short  Form  and  the  Incorporated  Documents.

3.9     TAXES

          The  Corporation  has  duly  filed  on  a timely basis all tax returns
required  to be filed by it and has paid all taxes that are due and payable, and
all  assessments,  reassessments,  governmental charges, penalties, interest and
fines  due  and  payable  by  it.  There  are  no  actions,  suits, proceedings,
investigations  or  claims  pending  or,  to  the  knowledge  of the Corporation
threatened against, the Corporation in respect of taxes, governmental charges or
assessments, nor are any material matters under discussion with any governmental
authority relating to taxes, governmental charges or assessments asserted by any
such  authority.  The  income tax liability of the Corporation has been assessed
by  the  applicable  governmental  authority  for  all  fiscal  years  up to and
including  the fiscal year ended December 31, 2001, and there are no agreements,
waivers or other arrangements providing for an extension of time with respect to
the  filing  of any tax return by, or payment of any tax, governmental charge or
deficiency against, the Corporation or for the assessment or reassessment of any
tax  return  filed  by  the  Corporation.

3.10     LITIGATION

          There  is no action, suit, proceeding or investigation (whether or not
purportedly  by or on behalf of the Corporation) pending or, to the knowledge of
the  Corporation,  threatened  against or affecting the Corporation at law or in
equity  or  before  or  by  any  federal, provincial, state, municipal, or other
governmental department, commission, board or agency, domestic or foreign, which
in  any  way  materially  adversely  affects  the  Corporation  or the condition
(financial  or  otherwise) of the Corporation or which affects or may affect the
Offering,  and  the  Corporation  is  not  aware of any ground on which any such
action, suit, proceeding or investigation might be commenced with any reasonable
likelihood  of  success.

3.11     NO  DEFAULTS

          The  Corporation  is not in default under or in breach of any material
mortgage,  note,  indenture,  contract,  agreement,  instrument,  lease or other
document  to  which the Corporation is a party or by which it is bound or of any
material  judgment, decree, order, statute, rule or regulation applicable to the
Corporation.


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3.12     NO  CEASE  TRADING  ORDERS

          No  securities  commission  or  similar  regulatory authority or stock
exchange  has  issued  any  order  which  is currently outstanding preventing or
suspending  trading  in any securities of the Corporation and no such proceeding
is,  to  the  knowledge of the Corporation, pending, contemplated or threatened.

3.13     REPORTING  ISSUER  STATUS

          The  Corporation  is  a  "reporting  issuer"  under  the  Applicable
Securities  Laws and under the securities laws of the United States and does not
have  similar  status  under  the  laws  of  any  other  jurisdiction.

3.14     PUBLIC  RECORD

          The information and statements in the Public Record were true, correct
and  complete  and  did not contain any misrepresentation as of the date of such
information  or  statement.  There  is  no material change in the affairs of the
Corporation  which requires disclosure under applicable laws, regulations, rules
or  policies  or  which has been disclosed on a confidential basis and which has
not  been  generally  disclosed  to  the  public.

3.15     EXCHANGE  LISTING

          The  Corporation's  Common Shares are listed and posted for trading on
the  Exchange.

3.16     TRANSFER  AGENT  AND  REGISTRAR

          Pacific  Corporate  Trust  Company,  at  its  principal stock transfer
office  in  Vancouver, is the Transfer Agent and Registrar of the Common Shares.

3.17     MATERIAL  CONTRACTS

          The  Corporation  has provided the Agent with true and complete copies
of  all  Material  Contracts  and  each  of the Material Contracts constitutes a
legal,  valid  and  binding  agreement  of  the  Corporation, enforceable by the
Corporation  in  accordance  with their respective terms and, to the best of the
knowledge  of  the  Corporation,  neither  the  Corporation  nor any other party
thereto  is  in  default  thereunder.

3.18     POWER  AND  AUTHORITY

          The  Corporation  has  all requisite power and authority to enter into
this  agreement  and all other agreements contemplated hereby and to perform its
obligations  as  set  out  herein  and  therein,  and to issue the Units and the
Agent's  Option  and  under the Warrants and the Agent's Option.  At the Time of
Closing:

(a)  the  Unit  Shares  will  be  duly  and  validly  issued  as  fully paid and
     non-assessable  shares;

(b)  the  Warrants  will  be  valid  and  binding obligation of the Corporation,
     enforceable  against  the  Corporation  in  accordance  with  its  terms

(c)  the  Agent's  Option  shall  be  a  valid  and  binding  obligation  of the
     Corporation,  enforceable  against  the  Corporation in accordance with its
     terms;

(d)  the  Warrant  Shares  and  Agent's  Option Shares shall be duly and validly
     allotted  and  reserved  for issuance upon exercise of the Warrants and the
     Agent's  Option, as the case may be, and upon such exercise shall be issued
     as  fully  paid  and  non-assessable  shares.


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3.19     AUTHORIZATION

          This agreement has been duly authorized, executed and delivered by the
Corporation  and  is  a  legal,  valid and binding obligation of the Corporation
enforceable  against  the  Corporation  in  accordance  with  its  terms.

3.20     NO  OTHER  AGENT

          Other  than  the Agent, there is no person, firm or corporation acting
or  purporting  to act at the request of the Corporation, who is entitled to any
brokerage or agency fee in connection with the transactions contemplated herein.

3.21     NO  CONFLICT

          The  execution  and delivery of this Agreement by the Corporation, the
performance  and compliance with the terms of this Agreement or any agreement to
be  entered  into  by the Corporation hereunder, the issue and sale of the Units
and  the Agent's Option will not result in any breach of, or be in conflict with
or constitute a default under, or create a state of facts which, after notice or
lapse  of  time, or both, would constitute a default under any term or provision
of the constating documents or by-laws of the Corporation, any resolution of the
Board  of  Directors  or shareholders of the Corporation, or any mortgage, note,
indenture, contract, agreement, instrument, lease or other document to which the
Corporation  is  a party or by which it is bound or any judgment, decree, order,
statute,  rule  or  regulation  applicable  to  the  Corporation.

3.22     APPROVALS

          There is no requirement to make any filing with, give any notice to or
to obtain any licence, permit, certificate, registration, authorization, consent
or  approval  of,  any  governmental  or regulatory authority in connection with
Offering  other  than the approval of the Exchange under the Exchange Policy and
the  filing  of  applicable  reports  of the issue and sale of the Units and the
payment  of  requisite  filings.

3.23     INFORMATION  ACCURATE

          All  statements, facts, data, information and material made, furnished
or  provided  from  time  to  time  by the Corporation to the Agent are true and
correct,  all  material  facts  relating  to  the  Corporation  have  been fully
disclosed  to  the  Agent  and  such  statements,  facts,  data, information and
material  did  not  and do not contain an untrue statement of a material fact or
omit  to  state a material fact necessary in order to make any statement or fact
contained  therein  not misleading in light of the circumstances in which it was
made.

3.24     SHORT  FORM  AND  INCORPORATED  DOCUMENTS  CORRECT

          The  Short  Form  complies  in all material respects with the Exchange
Policy,  each  of  the  Incorporated Documents complies in all material respects
with  Applicable Securities Laws and neither the Short Form nor any Incorporated
Document  contains  any  misrepresentation.

3.25     ELIGIBILITY  FOR  SHORT  FORM  OFFERING

          The  Corporation:

     (a)  is  a  Qualifying  Issuer;

     (b)  has  filed:

          (i)  a  Current  AIF;

          (ii) all  documents  that  it is required to file under Part 11 of the
               Alberta  Act  and the Alberta Rules, including annual and interim
               financial  statements,  news releases disclosing material changes
               and  Material  Change Reports in Form 27 under the Alberta Rules;
               and


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          (iii)  all  documents that it is required to file under Part 12 of the
               BC  Act  and the BC Rules, including annual and interim financial
               statements,  news  releases  disclosing  material  changes  and
               material  change  reports.

     (c)  has not completed any previous offerings by way of Short Form Offering
          Document  under  the  Exchange Policy and the Alberta Blanket Order or
          the  BC  Instrument  during  the  past  12 months, such that the gross
          proceeds of the previous offerings together with the gross proceeds of
          the  Offering  would  exceed  $2,000,000;

     (d)  has not completed any previous offerings by way of Short Form Offering
          Document  under  the  Exchange Policy and the Alberta Blanket Order or
          the  BC  Instrument  during  the  past 12 months, such that the Common
          Shares  issued  under  the previous offerings together with the Common
          Shares  included  in the Units offered under the Offering would exceed
          the  number  of  Common  Shares  outstanding  on  the  later  of:

          (i)  the  date the Corporation first distributed Common Shares under a
               Short  Form  Offering  Document;  and

          (ii) the  date  that  is  12 months before the date of the Short Form.

                                    ARTICLE 4
                          COVENANTS OF THE CORPORATION

          The  Corporation  covenants  and agrees with the Agent and each of the
Purchasers  that:

4.1     PERFORMANCE  OF  OBLIGATIONS

          The  Corporation  shall  duly  and  punctually perform and fulfill its
obligations  under  this  Agreement.

4.2     PRESS  RELEASE  AND  FILING

          The  Corporation  will,  if  it  has  not  already  done  so:

     (a)  immediately issue a news release announcing the Offering by Short Form
          Offering Document under the Exchange Policy, the Alberta Blanket Order
          and the BC Instrument and disclosing the amount of funds to be raised,
          the  price per Unit, the use of proceeds and disclosing that the Agent
          will  act as agent of the Corporation in connection with the Offering;

     (b)  as  soon  as practicable, but in any event within two days of the date
          of the news release, file the Short Form, a copy of this Agreement and
          the  prescribed  filing  fee  with  the  Exchange;  and

     (c)  thereafter  use its reasonable best efforts to resolve any comments of
          the  Exchange and obtain an Exchange Bulletin indicating acceptance of
          the  Offering.

4.3     PARTICIPATION  IN  PREPARATION  OF  DOCUMENTS  AND  DUE  DILIGENCE

          The  Corporation  shall  allow  the  Agent  at  all  relevant times to
participate  fully in the preparation of the Short Form, and allow the Agent and
the  Agent's counsel to conduct all due diligence which the Agent may reasonably
require  in  order to confirm the Short Form, the Incorporated Documents and any
Subsequently Triggered Reports are accurate and current in all material respects
and  to  fulfill  the Agent's obligations as an agent under the Exchange Policy,
the  Alberta  Blanket  Order  and  the  BC  Instrument.


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4.4     DELIVERY  OF  SHORT  FORM

          The  Corporation shall, as soon as reasonably possible, deliver to the
Agent as many copies of the Short Form and any Subsequently Triggered Reports as
the  Agent  may  reasonably  request  and  such  delivery  shall  constitute  a
representation  and  warranty  the  by  Corporation  that as of the date of such
delivery:

     (a)  that  the  Short  Form  complies with the Exchange Policy, the Alberta
          Blanket  Order  and  the  BC  Instrument;

     (b)  that  each  Incorporated  Document  complied  with  all  Applicable
          Securities  Laws  as  of  the  respective  dates that they were filed;

     (c)  that  the  Corporation  has  filed  all Subsequently Triggered Reports
          required  under  Applicable  Securities  Laws;  and

     (d)  that  the Short Form, together with the Incorporated Documents and any
          Subsequently Triggered Reports filed as of such date, constitute full,
          true  and plain disclosure of all material facts relating to the Units
          to  the  same  standard  as  if  a  prospectus  had  been  filed under
          Applicable  Securities  Laws;

     and  such  delivery shall constitute the Agent's authority to use the Short
     Form  in  connection  with  Offering.


4.5     INFORMATION  TO  AGENT  AND  SUBSEQUENTLY  TRIGGERED  REPORTS

          During  the  Offering  Period the Corporation will promptly inform the
Agent  in  writing  of  the  full  particulars  of:

     (a)  any material change (actual, anticipated or threatened) in the capital
          business,  operations  or condition (financial or otherwise) or assets
          of  the  Corporation;

     (b)  any change in material fact contained or referred to in the Short Form
          or  any  Incorporated  Document;  and

     (c)  the  occurrence  of  a  material fact or event which, is or may be, of
          such  nature  as to render the Short Form or any Incorporated Document
          untrue,  false  or  misleading  in  a  material  respect,  result in a
          misrepresentation  in  the  Short Form or result in the Short Form not
          complying  with  the Exchange Policy, the Alberta Blanket Order or the
          BC  Instrument;

provided  the  Corporation shall in good faith discuss with the Agent any change
in  circumstances  (actual,  proposed  or prospective) which is of such a nature
that  there  is  reasonable doubt whether notice in writing need be given to the
Agent  pursuant  to  the  foregoing  provisions;  and

     (d)  any  request  by  any  securities  commission  or  similar  regulatory
          authority  for  any  additional information or for an amendment to the
          Short  Form,  any  Incorporated  Document  or  any  part of the Public
          Record;

     (e)  the  issuance  by  any  securities  commission  or  similar regulatory
          authority,  the  Exchange  or  by any other competent authority of any
          order to cease or suspend trading of any securities of the Corporation
          or  of the institution or threat of institution of any proceedings for
          that  purpose;  and

     (f)  the  receipt  by  the  Corporation  of  any  communication  from  any
          securities commission or similar regulatory authority, the Exchange or
          any  other competent authority relating to the Offering or any part of
          the  Public Record. With respect to any material change, occurrence or
          event  of  the  nature referred to above the Corporation will promptly
          file,  in  accordance  with Applicable Securities Laws, a Subsequently
          Triggered  Report and provide the Agent with as many copies thereof as
          the  Agent may reasonably request and such delivery shall constitute a
          representation  and  warranty  of the Corporation that the Short Form,
          together  with  the  Incorporated  Documents  and any previously filed
          Subsequently  Triggered  Reports,  constitute  full,  true  and  plain
          disclosure  of  all  material  facts relating to the Units to the same
          standard as if a prospectus had been filed under Applicable Securities
          Laws  and such delivery shall also constitute the Agent's authority to
          use  the  Subsequently  Triggered  Report in connection with Offering.


                                      183
<PAGE>

4.6     MAINTAIN  STATUS  AS  REPORTING  ISSUER

          The  Corporation will use its best efforts to maintain its status as a
reporting  issuer,  not in default of Applicable Securities Laws in the Offering
Jurisdictions  for  not  less  than  two  years  from  the  Closing  Date.

                                    ARTICLE 5
                             RIGHT OF FIRST REFUSAL

          Provided  that  at least $1,000,000 of Units are sold, the Corporation
hereby grants to the Agent a right of first refusal, to participate up to 50% as
co-agent  or  selling group member in connection with any future Canadian equity
financing  or Canadian portion of any U.S. offering by the Corporation for which
the  Corporation  elects  to use a licensed broker/dealer or other intermediary,
for  a  period of 12 months from the Closing Date.  The Agent shall have fifteen
(15)  business  days  from  receipt  of  written notice of any such financing to
exercise  such  right  on  the  specific  financing for which written notice was
received.  In  the  event that the Agent does not elect to accept a co-agency or
selling  group  relationship  for  that  financing,  the  Corporation is free to
negotiate  with  any other securities firm or agent for such financing, provided
that  the  Agent's  right  of  first refusal contained herein shall nevertheless
continue to apply with respect to any future such equity financing undertaken by
the  Corporation within the balance of the said 12 months.  For purposes of this
section, "equity financing" includes a debt financing where such debt is capable
of  being  converted  into  equity  securities  of  the  Corporation.

                                    ARTICLE 6
                           CONDITIONS OF THE OFFERING

          The  following are conditions of the Agent's obligations (and those of
the Purchasers) to close the purchase of the Units as contemplated hereby, which
conditions  the  Corporation  covenants  to  exercise  its reasonable commercial
efforts  to  have fulfilled at or prior to Time of Closing, and which conditions
may  be waived in writing in whole or in part by the Agent on its own behalf and
on  behalf  of  the  Purchasers:

6.1     REGULATORY  APPROVALS

          At  or  prior  to  the  Time  of  Closing,  the Corporation shall have
obtained  all  requisite  regulatory  approvals  required  to be obtained by the
Corporation  in  respect  of  the  Offering  on terms mutually acceptable to the
Agent.

6.2     COMPLIANCE

          At  or  prior to the Time of Closing, the Corporation shall have fully
complied  with all relevant statutory and regulatory requirements required to be
complied  with  prior  to  the  Time of Closing in connection with the Offering.

6.3     STOCK  EXCHANGE  LISTING

          The  Unit  Shares, Warrant Shares and Agent's Option Shares shall have
been  accepted (subject to the usual conditions) for listing by the Exchange and
will,  as  soon  as possible following their issue, be posted for trading on the
Exchange.


                                      184
<PAGE>

6.4     CORPORATE  ACTION

          At  or  prior to the Time of Closing, the Corporation shall have taken
all  necessary  corporate  action  to  authorize and approve this Agreement, the
issuance  of  the  Units,  the  Agent's  Option  and  all other matters relating
thereto.

6.5     OFFICER'S  CERTIFICATE

          At the Time of Closing, the Corporation shall deliver to the Agent, an
officer's  certificate,  in  form  and substance satisfactory to counsel for the
Agent,  signed  by  the  President  of  the Corporation, dated the Closing Date,
addressed  to  the  Agent  certifying:

     (a)  that  the  representations  and warranties contained in this Agreement
          are  true  and  correct at and as at the Time of Closing, after giving
          effect  to  the  transactions  contemplated  hereby;

     (b)  that the Corporation has complied with all covenants and satisfied all
          the  conditions  contained  herein  on  its  part  to  be performed or
          satisfied  at  or  prior  to  the  Closing  Date;

     (c)  that  the Short Form, together with the Incorporated Documents and any
          Subsequently Triggered Reports filed as of such date, constitute full,
          true  and plain disclosure of all material facts relating to the Units
          to  the  same  standard  as  if  a  prospectus  had  been  filed under
          Applicable  Securities  Laws;

     (d)  since the date of the Short Form, there has been no Material Change in
          the  affairs  of  the  Corporation which has not been disclosed by the
          filing  of  a  Subsequently  Triggered  Report;  and

     (e)  addressing  such  other  matters  as  the  Agent  or their counsel may
          reasonably  request.

6.6     LEGAL  OPINION

          The  Corporation  will  have  caused  a favourable legal opinion to be
delivered  by  counsel  acceptable to the Agent, addressed to the Agent, Agent's
counsel  and the Purchasers substantially in the form and substance of the draft
opinion  attached  and addressing such other matters as the Agent may reasonably
request  relating  to the Offering, acceptable in all reasonable respects to the
Agent  and  its  counsel.  In giving the opinions contemplated above, counsel to
the Corporation shall be entitled, where appropriate to rely upon the opinion of
local counsel as to the laws of any jurisdiction where the Corporation's counsel
is  not  qualified  and,  as  to  matters  of fact not within their knowledge, a
certificate of facts from responsible persons in a position to have knowledge of
such  facts  and their accuracy.  The Corporation's counsel shall be entitled to
rely,  as  to  the  opinion  expressed  as  to  outstanding  securities,  upon a
certificate of the Corporation's registrar and transfer Agent, and a certificate
of  an  officer  of  the  Corporation.

                                    ARTICLE 7
                                    CLOSING

          The  Offering  will  be  completed at the offices of the Agent, in the
City  of Calgary, or such other place agreeable to the Corporation and the Agent
at  the  Time  of  Closing  on  the  Closing  Date.


                                      185
<PAGE>

                                    ARTICLE 8
                               CLOSING DELIVERIES

          At  the Time of Closing, the Corporation shall deliver to the Agent on
behalf  of  the  Purchasers:

     (a)  certificates  for  Common  Shares  and Warrants duly registered as the
          Agent  may  direct  representing  the  Units;

     (b)  the requisite legal opinion and certificate as contemplated above; and

     (c)  such  further  documentation  as  may be contemplated herein or as the
          Agent,  or  any  applicable  regulatory  authorities  may  reasonably
          require,  against  payment  of  the  purchase  price  for the Units by
          certified  cheques  or  bank  drafts  payable  to the Corporation. The
          Corporation  will, at the Time of Closing and upon such payment of the
          purchase  price,  make payment in full of the Agent's fees and Agent's
          Commission  in  the  prescribed manner and issue the Agent's Option to
          the  Agent. In addition, the Corporation shall reimburse the Agent for
          all of its estimated expenses incurred up to the Closing Date upon the
          delivery  by  the  Agent  to  the  Corporation of one or more invoices
          therefor,  subject  to  any  adjustment  when such actual expenses are
          finally  determined.


                                    ARTICLE 9
                                  MISCELLANEOUS

          All  terms  and obligations of the Corporation in this agreement shall
be  construed  as  conditions  and any breach or failure to comply with any such
terms and obligations in the Agent's favour shall entitle the Agent to terminate
its  obligation  to  complete  the  sale  of the Units by written notice to that
effect  given to the Corporation prior to the Time of Closing.  It is understood
that  the Agent may waive in whole or in part, or extend the time for compliance
with,  any such conditions without prejudice to the Agent's rights in respect of
any  such  conditions or any other subsequent breach or non-compliance, provided
that  to  be  binding  on  the  Agent,  any  such waiver or extension must be in
writing.

                                   ARTICLE 10
                                  TERMINATION

          Without  limiting the foregoing, and in addition to any other remedies
which may be available to the Agent, the Agent shall be entitled, at its option,
to  terminate  and  cancel,  without  any liability on its part, its obligations
under  this agreement, and on behalf of the Purchasers, without any liability on
their part, their obligations to purchase the Units, by giving written notice to
the  Corporation  at  any  time  up  to  the  Time  of  Closing:

     (a)  if  any inquiry, investigation, or other proceeding (whether formal or
          informal)  is  commenced  or any order issued under or pursuant to any
          statute  or  there  is  any  change  of  law  or the interpretation or
          administration  thereof,  which  in  the  Agent's  reasonable opinion,
          operates  to prevent or restrict the trading in or distribution of any
          securities  of  the  Corporation or which materially adversely affects
          the  ability  of  the  Corporation  to  carry  on  business;

     (b)  if  there  shall  occur  any  material  adverse  change  in any of the
          representations,  warranties  or covenants of the Corporation given in
          this  agreement  (other  than  a  change related solely to the Agent),
          which  in  the Agent's reasonable opinion would be reasonably expected
          to  have  a significant adverse effect on the market price or value of
          the  Units;

     (c)  if  there  should develop, occur or come into effect any occurrence of
          national or international consequence, any material change or material
          fact  (as such terms are defined in the Applicable Legislation) in the


                                      186
<PAGE>

          affairs  of  the  Corporation  or  any  event or state of facts or any
          action,  governmental  regulation,  or  other occurrence of any nature
          whatsoever  which,  in  the  Agent's  reasonable  opinion,  adversely
          affects,  or  may adversely affect, financial markets, the business of
          the  Corporation or the market price or value of any of the securities
          of  the  Corporation,  such  that,  in  the Agent's opinion, the Units
          cannot  be  profitably  marketed;

     (d)  if  the  state of the financial markets is such that the Units cannot,
          in  the  Agent's  opinion,  be  profitably  marketed;  or

     (e)  if  the  results  of  the Agent's due diligence investigations are not
          satisfactory to the Agent in its sole discretion.

The  Agent  shall  make reasonable efforts to give notice to the Corporation (in
writing  or  by  other  means)  of the occurrence of any of the foregoing events
provided that neither the giving nor the failure to give such notice will in any
way  affect the Agent's entitlement to exercise this right at any time up to the
Time of Closing. The rights of termination contained in the foregoing paragraphs
are  in  addition  to any other rights or remedies it may have in respect of any
default,  act  or failure to act or non-compliance by the Corporation in respect
of any of the matters contemplated by this agreement. If the Agent's obligations
are  terminated  under  this  agreement  pursuant to this termination right, the
Corporation's  liabilities  to  the  Agent shall be limited to the Corporation's
obligations  under  the  indemnity,  contribution  and  expense  reimbursement
provisions  of  this  Agreement.


                                   ARTICLE 11
                                    INDEMNITY

11.1     INDEMNITY

          The  Corporation  covenants and agrees to indemnify the Agent, and its
directors,  officers, employees and agents (individually, an "Indemnified Party"
and  collectively,  the  "Indemnified  Parties"), against all losses (other than
loss  of  profits),  claims,  damages,  liabilities, costs or expenses caused or
incurred  in  connection with this Agreement or the distribution of the Units by
reason  of:

     (a)  any  of the representations or warranties of the Corporation contained
          in  this  Agreement  being  untrue;

     (b)  any  breach  of  any  of the covenants of the Corporation contained in
          this  Agreement;

     (c)  the  Corporation  not complying with any requirement of any applicable
          statute,  law,  rule  or  regulation;  or

     (d)  any  order  made  or inquiry, investigation or proceeding commenced or
          threatened  by  any securities commission or other competent authority
          not  based  entirely  upon the activities or the alleged activities of
          the  Agent. To the extent that any Indemnified Party is not a party to
          this  agreement, the Agent shall obtain and hold the right and benefit
          of  the  above-noted  indemnity  in  trust  for  and on behalf of such
          Indemnified  Party.


11.2     INDEMNITY  PROCEDURES

          If  any matter or thing contemplated by this section shall be asserted
against  any  Indemnified  Party in respect of which indemnification is or might
reasonably be considered to be provided, such Indemnified Party shall notify the
Corporation  as soon as possible of the nature of such claim and the Corporation
shall  be  entitled (but not required) to assume the defence of any suit brought
to  enforce  such  claim;  provided,  however, that the defence shall be through
legal counsel acceptable to such Indemnified Party and that no settlement may be


                                      187
<PAGE>

made  by  the  Corporation  or  such Indemnified Party without the prior written
consent  of  the  other, acting reasonably.  In any such claim, such Indemnified
Party  shall  have  the right to retain other counsel to act on such Indemnified
Party's  behalf  provided  that the fees and disbursements of such other counsel
shall  be  paid  by such Indemnified Party, unless: (i) the Corporation and such
Indemnified  Party  mutually  agree  to  retain  other  counsel;  or  (ii)  such
Indemnified  Party  has  been  advised  in  writing  by  its  counsel  that  the
representation of the Corporation and such Indemnified Party by the same counsel
would  be  inappropriate  due to actual or potential differing interests between
them.  In  either  such  event, the fees and disbursements of such other counsel
shall  be  paid by the Corporation, to the extent that they have been reasonably
incurred.

                                   ARTICLE 12
                                  CONTRIBUTION

          In  the  event  that the indemnity provided for above is declared by a
court of competent jurisdiction to be illegal or unenforceable as being contrary
to  public  policy  or for any other reason, the Agent and the Corporation shall
contribute  to  the aggregate of all losses, claims, costs, damages, expenses or
liabilities  (except  loss  of  profits  or consequential damages) of the nature
provided  for  above  such  that the Agent shall be responsible for that portion
represented by the percentage that the portion of the Agent's Commission payable
by  the  Corporation  to  the  Agent bears to the net proceeds realized from the
Offering (being the amount of the gross proceeds realized from the Offering less
than  an  amount  equal  to the Agent's Commission) and the Corporation shall be
responsible  for  the  balance,  provided  that, in no event, shall the Agent be
responsible  for  any  amount in excess of the portion of the Agent's Commission
actually  received  by the Agent.  In the event that the Corporation may be held
to  be  entitled  to  contribution  from  the  Agent under the provisions of any
statute  or  law,  the Corporation shall be limited to contribution in an amount
not  exceeding  the  lesser  of:  (a)  the portion of the full amount of losses,
claims,  costs, damages, expenses, liabilities, giving rise to such contribution
for  which  the Agent is responsible, as determined above, and (b) the amount of
the  Agent's  Commission  actually  received  by the Agent.  Notwithstanding the
foregoing,  a party guilty of fraudulent misrepresentation shall not be entitled
to  contribution  from the other party. Any party entitled to contribution will,
promptly  after  receiving  notice of commencement of any claim, action, suit or
proceeding  against  such party in respect of which a claim for contribution may
be  made  against such party or in respect of which a claim for contribution may
be  made against the other party under this section, notify such party from whom
contribution  may be sought.  In no case shall such party from whom contribution
may  be sought be liable under this agreement unless such notice shall have been
provided,  but  the omission to so notify such party shall not relieve the party
from  whom  contribution  may  be  sought  from any other obligation it may have
otherwise  than  under this section.  The right to contribution provided in this
section  shall  be  in  addition  and  not  in  derogation of any other right to
contribution  which  we  may  have  by  statute  or  otherwise  by  law.

                                   ARTICLE 13
                             WAIVER OF CONTRIBUTION

          The  Corporation  hereby waives its right to recover contribution from
the  Agent  with  respect  to  any  liability of the Corporation by reason of or
arising  out  of  any  misrepresentation  in  the  Short  Form, the Incorporated
Documents  or  the  Subsequently  Triggered Reports provided, however, that such
waiver  shall  not apply in respect of liability caused or incurred by reason of
or  arising  out  of:  (i) any misrepresentation which is based upon information
relating solely to the Agent and contained in such document and furnished to the
Corporation  by  the Agent expressly for inclusion in such document; or (ii) any
failure  by the Agent to provide to prospective purchasers of Units any document
which  the Corporation is required to provide to such prospective purchasers and
which  the  Corporation has provided to the Agent to forward to such prospective
purchasers;  or  (iii) any failure by the Agent to comply with the terms hereof.


                                      188
<PAGE>

                                   ARTICLE 14
                                    EXPENSES

          All  reasonable expenses incurred from time to time in connection with
the  Offering  including,  without limitation, all costs of or incidental to the
sale,  issue  or  distribution of the Units, the reasonable fees and expenses of
Agent's  counsel,  and to all matters in connection with the transactions herein
set  forth  shall  be  borne  by the Corporation; provided that, the fees of the
Agent's  counsel  shall  not  exceed  $7,500  without  the prior approval of the
Corporation.  The  Corporation covenants and agrees to fully reimburse the Agent
and its counsel from time to time, for all such reasonable expenses, immediately
upon the receipt of one or more invoices therefor and acknowledges that it shall
remain  bound  by  this  obligation,  whether  or not the Offering is completed.

                                   ARTICLE 15
SURVIVAL OF CORPORATION'S WARRANTIES, REPRESENTATIONS, COVENANTS AND AGREEMENTS

          All  warranties,  representations,  covenants  and  agreements  of the
Corporation  herein contained or contained in documents submitted or required to
be  submitted  pursuant  to  this  agreement  shall  survive the purchase by the
Purchasers  of  the  Units  and  shall continue in full force and effect for the
Agent's  benefit and the benefit of the Subscribers regardless of the closing of
the  sale  of the Units and regardless of any investigation which may be carried
on  by  the  Agent  or  the  Purchasers  or  on  their  behalf.

                                   ARTICLE 16
                SURVIVAL OF AGENT'S WARRANTIES, REPRESENTATIONS,
                            COVENANTS AND AGREEMENTS

          All warranties, representations, covenants and agreements of the Agent
herein  contained  shall  survive  the  purchase  by  the  Subscribers and shall
continue  in  full  force  and effect for a period of two years from the Closing
Date  for the Corporation's benefit regardless of the closing of the sale of the
Units  and  regardless  of  any  investigation  which  may  be carried on by the
Corporation.

                                   ARTICLE 17
                                    NOTICES

          Any  notice  or  other communication to be given hereunder shall be in
writing  and  shall  be  given  by  delivery  or  by  telecopier,  as  follows:

IF  TO  THE  CORPORATION:

Stockgroup  Information  Systems  Inc.
500  -  750  W.  Pender  Street
Vancouver,  British  Columbia
V6C  2T7
Attention:  Marcus  New

Telecopier  Number:  (604)331-1194

OR  IF  TO  THE  AGENT:               WITH  A  COPY  TO:

First Associates Investments Inc.     Parlee  McLaws  llp
Suite  2200                           3400  Petro-Canada  Centre
440  -  2nd  Avenue  S.W.             150-6th  Avenue  S.W.
Calgary  AB  T2P 5E9                  Calgary,  Alberta  T2P  3Y7

Attention:  Manager                   Attention:  James  D.  Thomson
Telecopier  Number:  (403)269-7870    Telecopier  Number:  (403)294-7021

and if so given, shall be deemed to have been given and received upon receipt by
the  addressee  or  a responsible officer of the addressee if delivered, or four
hours after being telecopied and receipt confirmed during normal business hours,
as  the  case may be.  Any party may, at any time, give notice in writing to the
others  in  the manner provided for above of any change of address or telecopier
number.


                                      189
<PAGE>

                                   ARTICLE 18
                                ENTIRE AGREEMENT

          This  agreement  and the other documents herein referred to constitute
the  entire  agreement between the parties relating to the subject matter hereof
and  supersede  all  prior agreements between the parties hereto with respect to
their  respective  rights  and  obligations  in  respect  of  the  Offering.

                                   ARTICLE 19
                                  SEVERABILITY

          If  one  or  more  of  the  provisions contained herein shall, for any
reason,  be  held  to  be invalid, illegal or unenforceable in any respect, such
invalidity,  illegality or unenforceability shall not affect any other provision
of  this  agreement,  but  this agreement shall be construed as if such invalid,
illegal  or  unenforceable  provision  or  provisions  had  never been contained
therein.

                                   ARTICLE 20
                                  GOVERNING LAW

          This Agreement shall be governed by and interpreted in accordance with
the  laws  of  the  Province  of  Alberta.  The parties agree that the Courts of
Alberta  shall  have  exclusive  jurisdiction  over any disputes, termination or
breach  of  any  kind  or nature whatsoever arising out of or in connection with
this  Agreement.

                                   ARTICLE 21
                                TIME OF ESSENCE

          Time  shall  be  of  the  essence  of  this  Agreement.

                                   ARTICLE 22
                                  COUNTERPARTS

          This  agreement  may  be  executed in one or more counterparts each of
which  so  executed shall constitute an original and all of which together shall
constitute  one  and  the  same  agreement.  Delivery  of  a counterpart of this
agreement by facsimile transmission shall have the same effect as delivery of an
executed  original  counterpart.

If  this agreement accurately reflects the terms of the transaction which we are
to  enter  into  and  if  such  terms  are  agreed to by the Corporation, please
communicate your acceptance by executing where indicated below and returning one
originally  executed  copy.

                                  Yours  very  truly,

                                  FIRST  ASSOCIATES  INVESTMENTS  INC.


                                  Per: ----------------------------------------
                                       Authorized  Signing  Officer

The  foregoing  accurately reflects the terms of the transaction which we are to
enter  into  and  such  terms  are  agreed  to.

          Accepted  at ________________________, ________________________, as of
the  ____  day  of  ______________,  2003.

                                  STOCKGROUP  INFORMATION
                                  SYSTEMS  INC.


                                  Per: ----------------------------------------
                                       Authorized  Signing  Officer


                                      190
<PAGE>

                             SHARE OPTION AGREEMENT


THIS  AGREEMENT  is  made  as  of  the  day  of  ,  2003.

BETWEEN:

STOCKGROUP  INFORMATION SYSTEMS INC. a corporation with an office in the City of
Vancouver,  British  Columbia  (the  "Corporation")

     -  and  -

FIRST  ASSOCIATES  INVESTMENTS INC., a corporation with an office in the City of
Calgary,  Alberta  (the  "Agent")


     WHEREAS  the  pursuant  to  an  Agency  Agreement  dated , 2003 between the
Corporation  and  the Agent, (the "Agency Agreement") the Corporation has agreed
to  grant  to  the Agent an option to purchase up to but not exceeding  Units of
the  Corporation  in  consideration  of the Agent's services performed under the
Agency  Agreement;

     NOW  THEREFORE  in  consideration  of  the  premises,  mutual covenants and
agreements herein and therein contained, this agreement witnesses that and it is
understood  and  agreed  by  and  between  the  parties  hereto  as  follows:

1.     GRANT  OF  OPTION
       -----------------

     Subject  to  the  provisions  hereinafter contained, the Corporation hereby
grants  to  the  Agent  an irrevocable non-transferable option (the "Option") to
purchase  up  to  but  not  exceeding  Units (the "Optioned Units") as presently
constituted,  at  a  price  of  at  the  purchase  price  of  $0.40  per  Unit.

2.     TERM  OF  OPTION
       ----------------

     The Agent may exercise the Option on or before 4:30 p.m., Calgary time on ,
after  which  time  all  rights  granted  hereunder  shall  terminate.

3.     MANNER  OF  EXERCISE
       --------------------

     The Agent may exercise the Option in whole or in part, at any time and from
time  to time, on or prior to the Expiry Time, by notice in writing given by the
Agent  to  the  Corporation  at  its  address  for  notice set out in the Agency
Agreement,  specifying  the  number  of Optioned Units in respect of which it is
exercised  and  accompanied  by  payment  in  cash  or  certified cheque for the
purchase price of all of the Optioned Units specified in such notice, calculated
in  accordance  with  Section  1  hereof.

4.     SECURITY  CERTIFICATES
       ----------------------

     Upon  exercise  of  the  Option,  the  Corporation shall or shall cause the
transfer  agent  and registrar of the Corporation to deliver to the Agent, or as
the  Agent  may otherwise in writing direct in the notice of exercise of option,
within  seven  (7)  days following the receipt by the Corporation of payment for
the  number of Optioned Units in respect of which the Option has been exercised,
a  certificate  or  certificates  representing  in  the  aggregate the number of
Agent's  Option  Shares  and Warrants for which payment has been received by the
Corporation.

5.     NO  RIGHTS  OF  SHAREHOLDER  UNTIL  EXERCISE
       --------------------------------------------

     The Agent shall have no rights whatsoever as a shareholder or warrantholder
(including  any  rights  to  receive  dividends  or  any  other  distribution to
shareholders or to vote at a general meeting of shareholders of the Corporation,
except as provided in Section 8 hereof) other than in respect  to Optioned Units


                                      191
<PAGE>

in  respect  of  which  the  Agent  shall  have  exercised its right to purchase
hereunder  and  which  the  Agent  shall  have  actually  taken up and paid for.

6.     NON-TRANSFERABLE
       ----------------

     The rights conferred upon the Agent hereunder shall be non-transferable and
non-tradeable.

7.     NO  FRACTIONAL  SECURITIES
       --------------------------

     No  fractional  Common Shares will be issued on exercise of this Option, or
any  compensation  made  for  such  fractional  Common  Shares,  if  any.

8.     ADJUSTMENTS  IN  EVENT  OF  CHANGE  IN  COMMON  SHARES
       ------------------------------------------------------

     In  the  event,  at  any  time  or  from  time  to  time, of a subdivision,
consolidation  or  reclassification of the share capital of the Corporation, the
payment  of  stock dividends by the Corporation or other relevant changes in the
capital  of  the Corporation prior to the exercise by the Agent, in full, of the
Option  granted herein, the Option with respect to any Optioned Units which have
not  been  purchased  hereunder at the time of any such change to the capital of
the  Corporation  shall be proportionately adjusted so that the Agent shall from
time to time, upon the exercise of the Option thereafter, be entitled to receive
the number and kind of securities which the Agent would have held following such
change in the capital of the Corporation if the Agent had purchased the Optioned
Units  and  had held such Optioned Units immediately prior to such change in the
capital  of  the  Corporation.

9.     MERGER,  AMALGAMATION  OR  SALE
       -------------------------------

     If,  during  the term of the Option, the Corporation shall become merged or
amalgamated  into  or  with  any  other  corporation  or shall sell the whole or
substantially  the  whole  of  its  assets  and  undertaking for shares or other
securities  of  another  corporation,  the Corporation will make provision that,
upon  the exercise of the Option during its unexpired period after the effective
date of such merger, amalgamation or sale, the Agent shall receive, for the same
consideration paid on the exercise of the Option, such number of shares or other
securities  of  the  continuing  or  successor  corporation  in  such  merger or
amalgamation  or of the securities or shares of the purchasing corporation as it
would  have  received  as  a  result of such merger, amalgamation or sale if the
Agent  had  purchased  the Optioned Units immediately prior thereto and had held
such  Optioned Units on the effective date of such merger, amalgamation or sale.
Upon  such  provision being made, the obligation of the Corporation to the Agent
in  respect  of  its  Optioned  Units then remaining subject to the Option shall
terminate  and  be  at  an  end.

10.     RESERVATION  OF  SECURITIES
        ---------------------------

     The  Corporation  shall  at  all  times, during the term of this Agreement,
reserve  and  keep  available  a  sufficient number of unissued Common Shares to
satisfy  the  requirements  hereof.

11.     ENTIRE  AGREEMENT
        -----------------

     This  Agreement  supersedes  all  other agreements, documents, writings and
verbal  understandings  among  the parties relating to the subject matter hereof
and  represents the entire agreement between the parties relating to the subject
matter  hereof.

12.     ENUREMENT
        ---------

     Except  as otherwise set forth herein, this Agreement shall be binding upon
and  enure  to the benefit of the respective successors and assigns of the Agent
and  of  the  Corporation.


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13.     TIME
        ----

     Time  shall  be  of  the  essence  of  this  Agreement.

14.     DEFINITIONS
        -----------

     Words  and  phrases  not  otherwise  defined herein shall have the meanings
ascribed  to  them  in  the  Agency  Agreement.

     IN  WITNESS WHEREOF the parties hereto have hereunto executed and delivered
this  Agreement  as  of  the  day  and  year  first  above  written.


                                          STOCKGROUP  INFORMATION
                                          SYSTEMS  INC.


                                          Per:
                                                --------------------------------


                                          FIRST  ASSOCIATES  INVESTMENTS  INC.


                                          Per:
                                                --------------------------------


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