EXHIBIT  4.12  SHORT  FORM  OFFERING

                                     FORM 4H
                          SHORT FORM OFFERING DOCUMENT

DATED:  APRIL  30,  2003

                       STOCKGROUP INFORMATION SYSTEMS INC.
                         (the "Issuer" or the "Company")

           HEAD  OFFICE                   REGISTRAR  AND  TRANSFER  AGENT
           500 -  50 W. Pender St.        Pacific  Corporate  Trust  Company
           Vancouver,  BC  V6C 2T7        10th  Floor  -  625  Howe  St.
                                          Vancouver,  B.C.  V6C  3B8

                                   $1,998,000
                        OFFERING OF UP TO 5,400,000 UNITS
                              PRICE: $0.37 PER UNIT

This  is  an offering (the "Offering") of up to 5,400,000 units ("the Units") of
the  Issuer  at  a  price  of  $0.37per  Unit  AND IS NOT SUBJECT TO ANY MINIMUM
SUBSCRIPTION  AMOUNT.  Each  unit  is  comprised of one share of common stock (a
"Share")  in  the  capital of the Issuer and one non-transferable share purchase
warrant  (a  "Warrant").  Each  two  Warrants will entitle the holder thereof to
purchase  one  additional  Share in the capital of the Issuer for a period of 12
months  following  the  date the Units are distributed (the "Closing Date") at a
price  of $0.75 per Share.  The Units are being offered through First Associates
Investments  Inc.,  440 - 2nd Avenue S.W., Suite 2200, Calgary, AB, T2P 5E9 (the
"Agent")  as  exclusive  Agent  for the Issuer for sale only in the provinces of
British  Columbia  and  Alberta.  See  "Plan  of  Distribution".

<TABLE>
<CAPTION>

                              NUMBER OF      AGENT      NET PROCEEDS TO
Description     PRICE(1)      SECURITIES   COMMISSION(2)   ISSUER(3)
------------  ------------  -------------  ----------  ----------------
<S>           <C>           <C>            <C>        <C>

Per Unit . .  $       0.37              1  $   0.0296  $         0.3404
------------  ------------  -------------  ----------  ----------------
Offering (4)  $  1,998,000      5,400,000  $  159,840  $      1,838,160
------------  ------------  -------------  ----------  ----------------
</TABLE>


Notes:
-----
(1)  The offering price for the Units was established by negotiation between the
     Issuer  and  the  Agent.
(2)  The  Issuer  has  agreed  to  pay  First  Associates  Investments Inc. (the
     "Agent"): (i) a commission equal to 8% of the gross proceeds of the sale of
     Units  under  the  Offering, (ii) options ("Agent's Options") to purchase a
     number  of  Units  equal to 10% of the total number of Units sold under the
     Offering,  exercisable at $0.37 per Unit for a period of 24 months from the
     Closing  Date;  and (iii) a $20,000 administration fee together with all of
     the  Agent's  costs  incurred  with  respect  to  the  Offering.
(3)  After  deducting  the Agent's commission, but before deducting the expenses
     of  the  Offering,  estimated  to  be  $45,000.



                                      129
<PAGE>

(4)  Assuming  the  Offering  is  fully  subscribed.

THE  SECURITIES  OFFERED  HEREUNDER  ARE  SPECULATIVE  IN  NATURE.  INFORMATION
CONCERNING  THE  RISKS  INVOLVED  MAY  BE OBTAINED BY REFERENCE TO THIS OFFERING
DOCUMENT; FURTHER CLARIFICATION, IF REQUIRED, MAY BE SOUGHT FROM THE AGENT OR AN
ADVISOR REGISTERED UNDER THE SECURITIES ACT (ALBERTA) (THE "ALBERTA ACT") OR THE
SECURITIES  ACT  (BRITISH  COLUMBIA)  (THE "BC ACT") (COLLECTIVELY, THE "ACTS").
(SEE  "RISK  FACTORS").

NEITHER THE TSX VENTURE EXCHANGE (THE "EXCHANGE"), NOR ANY SECURITIES REGULATORY
AUTHORITY  HAS IN ANY WAY PASSED UPON THE MERITS OF THE SECURITIES OFFERED UNDER
THIS  OFFERING  DOCUMENT.

THE SECURITIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THEUNITED STATES
--------------------------------------------------------------------------------
SECURITIES  ACT  OF 1933, AS AMENDED (THE "1933 ACT"), OR THE LAWS OF ANY STATE,
--------------------------------------------------------------------------------
AND  WILL  BE  ISSUED  PURSUANT  TO  REGULATION  S,  WHICH  IS AN EXEMPTION FROM
--------------------------------------------------------------------------------
REGISTRATION  UNDER  THE  1933 ACT.  THE SECURITIES OFFERED HEREUNDER MAY NOT BE
--------------------------------------------------------------------------------
OFFERED,  SOLD,  TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE UNITED STATES OR TO
--------------------------------------------------------------------------------
U.S.  PERSONS  PRIOR  TO THE END OF A ONE-YEAR PERIOD COMMENCING ON THE LATER OF
--------------------------------------------------------------------------------
(I) THE DATE THE SECURITIES ARE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS
--------------------------------------------------------------------------------
(AS  DEFINED  IN  REGULATION  S  OF  THE 1933 ACT) OR (II) THE DATE OF THE FINAL
--------------------------------------------------------------------------------
CLOSING  OF  THE  OFFERING  OF THE SECURITIES BY THE COMPANY, UNLESS SUCH OFFER,
--------------------------------------------------------------------------------
SALE,  TRANSFER,  PLEDGE  OR  HYPOTHECATION  (A)  IS MADE IN ACCORDANCE WITH THE
--------------------------------------------------------------------------------
PROVISIONS  OF  REGULATION  S  OR  (B)  IS  MADE  PURSUANT TO REGISTRATION OR AN
--------------------------------------------------------------------------------
APPLICABLE  EXEMPTION  UNDER  THE  1933  ACT.
---------------------------------------------

THE  SECURITIES  OFFERED HEREUNDER ARE DEEMED "RESTRICTED SECURITIES" UNDER RULE
--------------------------------------------------------------------------------
905  OF  REGULATION  S  AND  UNDER  RULE  144  OF  THE  1933  ACT.
------------------------------------------------------------------

AFTER  A ONE-YEAR PERIOD HAS ELAPSED AS SET OUT ABOVE, A PURCHASER OF SECURITIES
--------------------------------------------------------------------------------
OF  THE  COMPANY  UNDER  THIS  OFFERING  MAY  OFFER,  SELL,  TRANSFER, PLEDGE OR
--------------------------------------------------------------------------------
HYPOTHECATE  SUCH  SECURITIES  IN  THE  U.S.  OR  TO U.S PERSONS PURSUANT TO THE
--------------------------------------------------------------------------------
PROVISIONS  OF  RULE 144(E) OF THE 1933 ACT (WHICH IS MORE COMMONLY KNOWN AS THE
--------------------------------------------------------------------------------
"DRIBBLE OUT" PERIOD STARTING FROM THE 13TH MONTH TO THE 24TH MONTH OF OWNERSHIP
--------------------------------------------------------------------------------
OF  SUCH  SECURITIES).
----------------------

No  person is authorized by the Issuer to provide any information or to make any
representation  other  than  those  contained  in  this  Offering  Document  in
connection  with  the  issue  and  sale  of  the  Units  of  the  Issuer.

The information provided in this Offering Document is supplemented by disclosure
contained in the documents listed below which are incorporated by reference into
this  Offering  Document.  These  documents  must  be  read  together  with this
Offering  Document  in  order  to provide full, true and plain disclosure of all
material  facts  relating  to  the securities offered by this Offering Document.
The  documents  listed  below  are  not  contained  within,  or attached to this
Offering  Document,  and  will  be  provided  by  the Issuer, at no charge, upon
request.  Alternatively,  the  documents  may  be  accessed by the reader of the
Offering  Document  at  the  following  locations:


                                      130
<PAGE>

<TABLE>
<CAPTION>



Type of Document             Date of       Location At Which Document
                            Document             May Be Accessed
----------------------  -----------------  --------------------------
<S>                     <C>                <C>
Annual Information . .  December 6, 2002   www.sedar.com
Form
----------------------  -----------------  --------------------------
Press Release. . . . .  December 17, 2002  www.sedar.com
----------------------  -----------------  --------------------------
Material Change Report  December 17, 2002  www.sedar.com
----------------------  -----------------  --------------------------
BC Form 51-901F Year .  April 11, 2003     www.sedar.com
End December 31, 2002
Audited Financial
Statements
----------------------  -----------------  --------------------------
Press Release. . . . .  January 22, 2003   www.sedar.com
----------------------  -----------------  --------------------------
Material Change Report  January 22, 2003   www.sedar.com
----------------------  -----------------  --------------------------
Press Release. . . . .  January 31, 2003   www.sedar.com
----------------------  -----------------  --------------------------
Material Change Report  January 31, 2003   www.sedar.com
----------------------  -----------------  --------------------------
Press Release. . . . .  February 5, 2003   www.sedar.com
----------------------  -----------------  --------------------------
Material Change Report  February 5, 2003   www.sedar.com
----------------------  -----------------  --------------------------
Press Release. . . . .  February 18, 2003  www.sedar.com
----------------------  -----------------  --------------------------
Material Change Report  February 18, 2003  www.sedar.com
----------------------  -----------------  --------------------------
Press Release. . . . .  March 18, 2003     www.sedar.com
----------------------  -----------------  --------------------------
Material Change Report  March 18, 2003     www.sedar.com
----------------------  -----------------  --------------------------
Press Release. . . . .  March 21, 2003     www.sedar.com
----------------------  -----------------  --------------------------
Material Change Report  March 21, 2003     www.sedar.com
----------------------  -----------------  --------------------------
Press Release. . . . .  March 27, 2003     www.sedar.com
----------------------  -----------------  --------------------------
Material Change Report  March 27, 2003     www.sedar.com
----------------------  -----------------  --------------------------
Press Release. . . . .  April 15, 2003     www.sedar.com
----------------------  -----------------  --------------------------
Material Change Report  April 15, 2003     www.sedar.com
----------------------  -----------------  --------------------------
Press Release. . . . .  April 17, 2003     www.sedar.com
----------------------  -----------------  --------------------------
Material Change Report  April 17, 2003     www.sedar.com
----------------------  -----------------  --------------------------
</TABLE>

Any  material  change  report  (a  "Subsequently  Triggered Report") filed under
securities  legislation,  regulations, rules, policies, notices, instruments and
blanket  orders  applicable  to  the  Issuer  after  the date that this Offering
Document  is  certified  but  before  a  purchaser  enters  into an agreement of
purchase and sale will be deemed to be incorporated into this Offering Document.
Securities  offered  by  this  Offering  Document  are  being  offered  under an
exemption  from  the prospectus requirements.  Purchasers may not receive all of
the  information  required by or have all of the rights available to a purchaser
under  a  prospectus.

THE  DOCUMENTS  INCORPORATED BY REFERENCE HEREIN CONTAIN MEANINGFUL AND MATERIAL
INFORMATION RELATING TO THE COMPANY AND PROSPECTIVE SUBSCRIBERS FOR UNITS SHOULD


                                      131
<PAGE>

REVIEW  ALL  INFORMATION  CONTAINED  IN THIS OFFERING DOCUMENT AND THE DOCUMENTS
INCORPORATED  BY  REFERENCE  BEFORE  MAKING  AN  INVESTMENT  DECISION.

ANY  STATEMENT CONTAINED IN A DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED
BY  REFERENCE  HEREIN  SHALL  BE  DEEMED  TO  BE  MODIFIED OR SUPERSEDED FOR THE
PURPOSES  OF  THIS OFFERING DOCUMENT TO THE EXTENT THAT A STATEMENT CONTAINED IN
THIS  OFFERING  DOCUMENT OR IN ANY SUBSEQUENTLY TRIGGERED REPORT THAT ALSO IS OR
IS  DEEMED  TO  BE  INCORPORATED BY REFERENCE HEREIN MODIFIES OR SUPERSEDES SUCH
STATEMENT.  ANY  STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT CONSTITUTE A PART
OF THIS OFFERING DOCUMENT, EXCEPT AS SO MODIFIED OR SUPERSEDED. THE MODIFYING OR
SUPERSEDING  STATEMENT NEED NOT STATE THAT IT HAS MODIFIED OR SUPERSEDED A PRIOR
STATEMENT  OR  INCLUDE  ANY  OTHER INFORMATION SET FORTH IN THE DOCUMENT THAT IT
MODIFIES  OR SUPERSEDES. THE MAKING OF SUCH A MODIFYING OR SUPERSEDING STATEMENT
SHALL  NOT  BE  DEEMED  AN  ADMISSION  FOR  ANY  PURPOSES  THAT  THE MODIFIED OR
SUPERSEDED  STATEMENT,  WHEN  MADE,  CONSTITUTED A  MISREPRESENTATION, AN UNTRUE
STATEMENT  OF  A  MATERIAL  FACT OR AN OMISSION TO STATE A MATERIAL FACT THAT IS
REQUIRED TO BE STATED OR THAT IS NECESSARY TO MAKE A STATEMENT NOT MISLEADING IN
LIGHT  OF  THE  CIRCUMSTANCES  IN  WHICH  IT  WAS  MADE.

Copies  of documents incorporated herein by reference may also be obtained, upon
request,  without charge from the Corporate Secretary of the Issuer at Suite 500
-  750  West  Pender  Street,  Vancouver,  BC,  V6C  2T7,  (phone: 604-331-0995)

CURRENCY

Unless  otherwise  indicated, all reference to "$" or "dollars" in this Offering
Document  refer  to  the Canadian dollar.  The financial statements incorporated
herein  by  reference  are  reported  in  United  States  dollars.

                                      Agent
                        First Associates Investment Inc.
                        440 - 2nd Avenue S.W., Suite 2200
                            Calgary, Alberta  T2P 5E9



                                      132
<PAGE>


TABLE  OF  CONTENTS

CURRENCY                                                                      3
DETAILS  OF  THE  OFFERING  AND  PLAN  OF  DISTRIBUTION                       2
USE  OF  PROCEEDS                                                             4
BUSINESS  OF  THE  ISSUER                                                     4
RISK  FACTORS                                                                 4
ACQUISITIONS                                                                  7
CORPORATE  INFORMATION                                                        7
DIRECTORS, OFFICERS, PROMOTERS AND PRINCIPAL HOLDERS OF VOTING SECURITIES     7
OPTIONS  TO  PURCHASE  SECURITIES  OF  THE  ISSUER                            9
SECURITIES  OF  THE  ISSUER  HELD  IN  ESCROW                                10
PARTICULARS  OF  ANY  OTHER  MATERIAL  FACTS                                 10
CONTRACTUAL  RIGHTS  OF  ACTION                                              11
CONTRACTUAL  RIGHTS  OF  WITHDRAWAL                                          11
CERTIFICATE  OF  PROMOTERS  OF  THE  COMPANY                                 12
CERTIFICATE  OF  THE  DIRECTORS  OF  THE  COMPANY                            13
CERTIFICATE  OF  THE  AGENT                                                  14


                                      133
<PAGE>

DETAILS  OF  THE  OFFERING  AND  PLAN  OF  DISTRIBUTION

     DETAILS  OF  THE  OFFERING

The  Offering consists of 5,400,000 Units, each Unit consisting of one Share and
one  Warrant.

SHARES

The Shares are Shares without par value in the capital stock of the Issuer.  All
of  the Shares of the Issuer are Shares of the same class and rank equally as to
dividends,  voting  powers  and  participation  in  assets.  No Shares have been
issued  subject  to  call or assessment.  There are no pre-emptive or conversion
rights  and  no provision for redemption, purchase or cancellation, surrender or
sinking  or purchase funds.  The Shares issuable under this Offering will not be
registered  in  the  United  States  and  will  be  subject  to  certain trading
restrictions  in  the  United  States.

WARRANTS

The  Warrants  will be non-transferable and two Warrants will entitle the holder
to  purchase  one  Share  of  the Issuer for a period of 12 months following the
Closing  Date  at  a  price  of  $0.75  per  Share.  The  Warrants  will contain
provisions  for  the  appropriate  adjustment  in the class, number and price of
Shares  issuable  under  such  Warrants  upon  the occurrence of certain events,
including  any  subdivision, consolidation, or reclassification of the Shares of
the  Issuer,  the  payment of stock dividends or the amalgamation of the Issuer.
The  Shares  underlying  the  Warrants  issuable under this Offering will not be
registered  in  the  United  States  and  will  be  subject  to  certain trading
restrictions  in  the  United  States.

PLAN  OF  DISTRIBUTION

The  Issuer  and  the  Agent have entered into an agreement ("Agency Agreement")
under  which  the Issuer has appointed the Agent as its exclusive agent to offer
the  Units  for sale.  Closing will take place on a date determined by the Agent
and  the Issuer not later than 60 days from the date that this Offering Document
is  accepted  by  the  Exchange.

On  Closing,  the  Agent  will  be  paid  a  cash commission equal to 8 % of the
Offering  Price  for  each  of  the  Units sold, and the Agent's Options will be
issued.  In  addition,  the Issuer will pay the Agent a corporate finance fee of
$20,000.  The  Issuer  will  also  reimburse  the  Agent for reasonable expenses
related  to  the  Offering.

The  Agent may terminate its obligations under the Agency Agreement by notice in
writing to the Issuer at any time prior to the conclusion of the Offering at its
discretion  on the basis of its assessment of the state of the financial markets
or  upon  the  occurrence  of  certain  stated  events.


                                      134
<PAGE>

Provided that at least $1,000,000 of Units is sold under the Offering, the Agent
will  have  the  right  of  first  refusal  to  provide its services, based upon
industry  standard  terms,  and  to participate up to 50% as co-agent or selling
group  member,  in  any  Canadian offering or the Canadian tranche of any United
States offering of securities conducted by the Issuer through a broker dealer or
other  intermediary  during  the  12  months  from  the  Closing  Date.

Under  the  Agency  Agreement  the Agent has reserved the right to offer selling
group  participation  in  the  normal  course of the brokerage business to other
licensed  investment  dealers.

Other  than  as  described  above,  there are no payments in cash, securities or
other  consideration  being  made,  or  to be made, to a promoter, finder or any
other person or company in connection with the Offering. The directors, officers
and  other  insiders  of  the  Issuer  may  purchase  Units  under the Offering.

The  Agent's  Professional  Group  as  defined  in  National  Instrument 33-105,
beneficially  owns  directly  or  indirectly  zero  Shares  of  the  Issuer.

EXEMPTION

The  Units  in  this  Offering  are  being  distributed  pursuant  to:

     (a)  in  British  Columbia,  BC  Instrument  45-509,  entitled  "Short Form
          Offerings  of  Listed  Securities and Units by Qualifying Issuer" (the
          "BC  Instrument") of the British Columbia Securities Commission, which
          provides  an  exemption from the prospectus requirements of the BC Act
          and the rules and the regulations thereto (the "BC Securities Rules");
          and

     (b)  in  Alberta,  Alberta  Blanket  Order  45-507,  entitled  "Order Under
          Sections  144(2),  213 and 214(1) of the Alberta Act, Offerings by the
          Exchange  Short  Form Offering Document" (the "Alberta Blanket Order")
          of the Alberta Securities Commission, which provides an exemption from
          the  prospectus  requirements  of  the  Alberta  Act and the rules and
          regulations  thereto  (the  "Alberta  Securities  Rules").

In order to rely on the exemptions provided in the BC Instrument and the Alberta
Blanket  Order  (collectively, the "Instruments"), the following provisions will
apply  to  the  Offering:

     (a)  the  number  of  Shares  distributed by the Company under the Offering
          when  aggregated  with the Shares of the Company distributed under all
          Short  Form  Offerings during the 12 month period prior to the date of
          this  Offering  Document,  may not constitute in excess of 100% of the
          number  of issued and outstanding Shares at the later of the following
          dates:

          (i)  the  date the Company first distributed Shares under a Short Form


                                      135
<PAGE>

               Offering  Document  during  the  12  month  period  immediately
               preceding  the  date  of  this  Offering  Document;  and

          (ii) the  date  that  is  12  months  before the date of this Offering
               Document;

     (b)  the  gross  proceeds of the Offering, when added to the gross proceeds
          from  all  Short  Form  Offerings  (excluding  the  proceeds  from the
          exercise  of  any  Warrants  included therein) completed during the 12
          month period immediately preceding the date of this Offering Document,
          may  not  exceed  $2,000,000;

     (c)  all  Units acquired by the Agent or a purchaser who is, at the time of
          Closing,  an  insider  or  promoter  of  the Issuer or a member of the
          Agent's  Professional  Group as defined in National Instrument 33-105,
          will  be  subject to a hold period which will run for four months from
          the  date  of  Closing;

     (d)  all Units acquired by a Purchaser in excess of $40,000 will be subject
          to  a  four  month  hold  period;

     (e)  pursuant  to  the  Instruments,  no  more  than  50% of the Units sold
          hereunder  may  be  subject  to  the  four  month  hold  period;  and

     (f)  no  Purchaser  may  purchase  more  than  20%  of  the  Offering.


USE  OF  PROCEEDS

FUNDS  AVAILABLE

Net proceeds of the Offering if fully subscribed will be $1,838,160 prior to the
deduction  of  the  costs  of  the  Offering,  which, when added to the Issuer's
working  capital  deficit  (current  assets  minus  current  liabilities)  of
approximately  $682,892  (unaudited,  as  of  March  31,  2003),  will result in
$1,155,268  of  available  funds,  which  funds  are intended to be used for the
purposes  outlined  in  the  table  below:

Description of Expenditure                                       Fund Allocation
--------------------------                                       ---------------
                                                                             ($)
To pay the estimated costs of the Offering
(legal and due diligence):                                                45,000
Minimum  contractually  required  repayment
of convertible notes, 20% of portion
sold  over  $725,500  (US$500,000)                                       254,900
Working capital                                                          358,160
Technology expansion and upgrades                                        278,027
Marketing                                                                219,181

TOTAL FUNDS AVAILABLE (1)                                             $1,155,268


                                      136
<PAGE>

Note:
-----
     (1)  As  the  Offering is not subject to a minimum subscription, the entire
          gross  proceeds  of  $1,998,000  may not be realized by the Issuer. In
          such  event,  the  Issuer will allocate the use of the actual proceeds
          received  in  the  priority  and  order  listed  above.



BUSINESS  OF  THE  ISSUER

The  Issuer  is  a  financial  media  and technology company providing financial
content  and  software  solutions  to  media,  corporate  and financial services
companies,  enabling them to provide financial data and news to their customers,
shareholders  and  employees.  The  Issuer  also  provides software that permits
online  shareholder disclosure and communication activities and email management
enabling  companies  to  connect  better  with  their  investors.

RISK  FACTORS

The  following  factors should be considered carefully in evaluating the Company
and  its  business.  In  this  section "we", "us", "our" and similar expressions
refer  to  the  Issuer.

Our limited operating history makes it difficult for you to judge our prospects.

We  have  a  limited  operating  history upon which an evaluation of our current
business  and  prospects  can  be based. You should consider any purchase of our
shares  in  light  of the risks, expenses and problems frequently encountered by
all  companies  in  the  early  stages  of  its  corporate  development.

Liquidity  and  capital  resources  are  uncertain.

Our  working  capital deficiency at March 31, 2003 was approximately US$464,774.
We  incurred a net loss of US$306,677 for the year ended December 31, 2002 [2001
- US$541,552], and had a working capital deficiency of US$211,045 as at December
31, 2002. These factors raise substantial doubt about our ability to continue as
a  going  concern.  We  experienced  a reduction in cash used in operations from
US$778,086  in  2001  to  US$430,867  in  2002 as a result of cost restructuring
activities initiated in 2001. We have negotiated the conversion of US$392,984 of
our  8%  convertible  notes  on  January  28,  2003,  thereby  eliminating eight
mandatory  quarterly  payments  totaling  US$42,012  and  a  maturity payment of
US$350,972.  Of  the  remaining principal of its 8% convertible notes, US$15,332
was  paid  on  April 2, 2003, an amount equal to 20% of the portion of the gross
proceeds  of  this Offering in excess of US$500,000 will be paid upon closing of
this  Offering,  and  US$107,324 will be paid in mandatory quarterly payments of
US$15,332  until  December  31,  2004, and the balance of between US$993,360 and
US$1,168,360  is  due December 31, 2005. Although we have taken steps to achieve
profitable  operations  in  2003,  there  are  no  assurances  that  we  will be
successful  in  achieving  our  goals.


                                      137
<PAGE>

In  view  of  these  conditions,  our  ability to continue as a going concern is
uncertain  and dependent upon achieving a profitable level of operations and, if
necessary,  on  our  ability  to  obtain  necessary  financing  to  fund ongoing
operations.

Computer  equipment  problems  and  failures  could  adversely  affect business.

Problems  or  failures  in  Internet-related  equipment, including file servers,
computers  and  software, could result in interruptions or slower response times
of  the  our  products,  which  could reduce the attractiveness of the Web site,
financial  tools,  or  software  products to advertisers and users.  Should such
interruptions continue for an extended period we could lose significant business
and  reputation.  Equipment  problems and failures could result from a number of
causes,  including  an increase in the number of users of the Web site, computer
viruses,  outside programmers penetrating and disrupting software systems, human
error,  fires,  floods,  power  and  telecommunications  failures,  and internal
breakdowns.  In  addition,  any  disruption in Internet access provided by third
parties  could  have  a  material  and  adverse  effect.

We  may  not  be  able  to  compete  successfully  against  current  and  future
competitors.

We  currently  compete  with  several other companies offering similar services.
Many  of these have significantly greater financial resources, name recognition,
and  technical and marketing resources, and virtually all of them are seeking to
improve  their  technology, products and services. We can not assure you that we
will have the financial resources or the technological expertise to successfully
meet  this  competition.

We  are  significantly  influenced  by  our  officers,  directors  and  entities
affiliated  with  them.

In the aggregate, ownership of our shares by management represents approximately
21%  of  issued  and  outstanding shares of common stock. These shareholders, if
acting  together,  will be able to significantly influence all matters requiring
approval  by  shareholders, including the election of directors and the approval
of  mergers  or  other  business  combinations  transactions.

We  may  be  unable  to  protect the intellectual property rights upon which our
business  relies.

We  regard  substantial  elements  of  our Web site and underlying technology as
proprietary  and  attempt  to  protect  them by relying on intellectual property
laws,  including  trademark,  service  mark, copyright and trade secret laws and
restrictions  on  disclosure  and  transferring title and other methods. We also
generally  enter  into confidentiality agreements with employees and consultants


                                      138
<PAGE>

and  in  connection  with  license  agreements  with  third parties, and seek to
control  access to proprietary information. Despite these precautions, it may be
possible  for  a  third party to copy or otherwise obtain or use our proprietary
information  without  authorization  or  to  develop  similar  technology
independently.  There can also be no assurance that our business activities will
not  infringe  upon the proprietary rights of others, or that other parties will
not  assert infringement claims against us, including claims that by directly or
indirectly  providing  hyperlink  text  links  to  Web  sites  operated by third
parties,  we  have infringed upon the proprietary rights of other third parties.

It  is  unclear  how any existing and future laws enacted will be applied to the
Internet  industry  and  what  effect  such  laws  will  have  on  us.

A number of legislative and regulatory proposals under consideration by federal,
state, provincial, local and foreign governmental organizations may lead to laws
or  regulations  concerning  various aspects of the Internet, including, but not
limited  to,  online  content, user privacy, taxation, access charges, liability
for  third-party  activities and jurisdiction. Additionally, it is uncertain how
existing  laws will be applied by the judiciary to the Internet. The adoption of
new  laws or the application of existing laws may decrease the growth in the use
of  the  Internet,  which  could  in  turn decrease the demand for our services,
increase  the cost of doing business or otherwise have a material adverse effect
on  our  business,  results  of  operations  and  financial  condition.

We may be held liable for online information or products provided by us or third
parties.

Because  materials  may be downloaded by the public on Internet services offered
by  us  or  the  Internet access providers with which we have relationships, and
because  third  party information may be posted by third parties on our Web site
through  discussion forums and otherwise there is the potential that claims will
be  made  against  us  for  defamation,  negligence,  copyright  or  trademark
infringement, or other theories. Such claims have been brought against providers
of online services in the past. The imposition of liability based on such claims
could  materially  and  adversely  affect  us.

Even  to  the  extent  such  claims  do  not result in liability, we could incur
significant  costs  in  investigating  and  defending  against  such claims. The
imposition  on  us of potential liability for information or products carried on
or disseminated through our Web site could require implementation of measures to
reduce  exposure  to  such  liability,  which  may  require  the  expenditure of
substantial  resources  and  limit the attractiveness of services to members and
users.

Our  general  liability insurance may not cover all potential claims to which we
are exposed or may not be adequate to indemnify us for all liability that may be
imposed.  Any  imposition of liability that is not covered by insurance or is in
excess  of  insurance  coverage  could  have  a  material  adverse effect on our
business,  results  of  operations  and  financial  condition.


                                      139
<PAGE>

Future  sales  of  shares  may  adversely  impact  the  value  of  our  stock.

During  2002 we issued 9,421,336 shares of common stock, representing 93% of the
outstanding  stock at the beginning of 2002.  We also have authorized, reserved,
and  registered,  as  of December 31, 2002, 4,901,875 shares of common stock for
issuance  upon  the  exercise  of outstanding warrants, and 3,500,975 shares for
issuance  upon  the  exercise  of  non-qualified  stock  options.

If required, we will seek to raise additional capital through the sale of common
stock.  Under  the  terms  of  outstanding convertible notes and debentures, the
number  of  shares that may be issued under such instruments may be increased in
the  event  of certain changes in our capital structure.  Future sales of shares
by  us  or  our stockholders could cause the market price of its common stock to
decline.

The  departure  of  key  personnel could have an adverse impact on our business.

We  employ certain key personnel with skills, including management skills, which
may  be  difficult  to replace quickly.  Should one or more of our key personnel
depart  our  company  we may incur time and cost losses replacing them.  Even if
replaced,  it is possible that their departure could have a long lasting adverse
impact  on  us.


ACQUISITIONS

There are no plans to use any of the proceeds in this Offering for acquisitions.




CORPORATE  INFORMATION

The  Issuer was incorporated in 1995 in the State of Colorado.  Its shares trade
on  the  NASD Over-The-Counter Bulletin Board under the symbol "SWEB" and on the
TSX  Venture  Exchange  under  the symbol "SWB".  The Shares being offered under
this Offering will contain trading restrictions in the United States and Canada,
if  applicable,  as  disclosed  on  page  2  of this Offering document under the
heading  Details  of  the  Offering  and  Plan  of  Distribution.

AUTHORIZED  CAPITAL

The  Issuer  is authorized to issue up to 75,000,000 Shares and 5,000,000 shares
of  preferred  stock.  No  preferred  stock  is  issued  and  outstanding.

The  number  of  Shares  outstanding  as  of  April  28,  2003  was  21,295,571.


                                      140
<PAGE>

DIRECTORS,  OFFICERS,  PROMOTERS  AND  PRINCIPAL  HOLDERS  OF  VOTING SECURITIES

The  table  below  and  the  paragraphs  that follow present certain information
concerning  directors,  executive officers and significant employees, updated to
April  28,  2003.  Mr. David Caddey is Mr. Marcus New's wife's uncle. Other than
this  relationship,  none  of  our  directors, executive officers or significant
employees has any family relationship with any other director, executive officer
or  significant  employee.


<TABLE>
<CAPTION>
                                                                                                 NUMBER AND          NUMBER AND
                                                 EXECUTIVE OFFICER/                          PERCENTAGE OF NON-     PERCENTAGE OF
NAME AND MUNICIPALITY                             DIRECTOR SINCE     PRINCIPAL OCCUPATION    ESCROWED VOTING      ESCROWED VOTING
OF RESIDENCE                    POSITION WITH                         AND POSITIONS HELD   SHARES BENEFICIALLY  SHARES BENEFICIALLY
                                   COMPANY                             DURING LAST FIVE    OWNED POST OFFERING  OWNED POST OFFERING
                                                                             YEARS
---------------------------  ------------------- ------------------  --------------------  -------------------  -------------------
<S>                        <C>                  <C>                 <C>                    <C>                 <C>
Marcus A. New,. . . . . .  Chairman of the                05/04/95  Businessman.  Founder             1,352,000           1,664,500
Coquitlam, BC . . . . . .  Board, Chief                             and Chief Executive                 (5.06%)             (6.24%)
                           Executive Office                         Officer of Stockgroup
                           Director,                                from May 1995 to
                           Promoter                                 present.
---------------------------  ------------------- ------------------  --------------------  -------------------  -------------------
Craig D. Faulkner,. . . .  Director                       05/04/95  Businessman.  From                  227,500             556,500
Vancouver, BC                                                       May 1995 to March                   (0.85%)             (2.08%)
                                                                    2002, Chief Technology
                                                                    Officer of Stockgroup.
                                                                    From April 2002 to
                                                                    present, President of
                                                                    Kikara Martial Arts
                                                                    Academies Ltd., a
                                                                    franchisor of martial
                                                                    arts academies
                                                                    (privately held).
---------------------------  ------------------- ------------------  --------------------  -------------------  -------------------
Leslie Landes, West . . .  President, Chief               08/04/98  Businessman.                        752,810              78,750
Vancouver, BC . . . . . .  Operating Office                         President of Stockgroup             (2.82%)             (0.29%)
                           Director                                 from August 1998 to
                                                                    present.  President of
                                                                    Landes Enterprises
                                                                    Ltd., a business
                                                                    consulting company
                                                                    (privately held), from
                                                                    1992 to present.
---------------------------  ------------------- ------------------  --------------------  -------------------  -------------------
David Caddey, Delta, BC .  Director                       05/04/95  Businessman.  Vice                  115,000              45,000
                                                                    President of Space                  (0.43%)             (0.17%)
                                                                    Missions for MacDonald
                                                                    Dettwiler & Associates,
                                                                    a TSX listed company
                                                                    (T.MDA), since August
                                                                    1996.
---------------------------  ------------------- ------------------  --------------------  -------------------  -------------------
</TABLE>


                                      141
<PAGE>

<TABLE>
<CAPTION>
                                                                                                 NUMBER AND          NUMBER AND
                                                 EXECUTIVE OFFICER/                          PERCENTAGE OF NON-     PERCENTAGE OF
NAME AND MUNICIPALITY                             DIRECTOR SINCE     PRINCIPAL OCCUPATION    ESCROWED VOTING      ESCROWED VOTING
OF RESIDENCE                    POSITION WITH                         AND POSITIONS HELD   SHARES BENEFICIALLY  SHARES BENEFICIALLY
                                   COMPANY                             DURING LAST FIVE    OWNED POST OFFERING  OWNED POST OFFERING
                                                                             YEARS
---------------------------  ------------------- ------------------  --------------------  -------------------  -------------------
<S>                        <C>                  <C>                 <C>                    <C>                 <C>
Louis deBoer II, New. . .  Director                       10/07/99  Businessman.                        100,000                NIL
York, NY                                                            President of                        (0.37%)
                                                                    MediaFutures, Inc., a
                                                                    consulting company to
                                                                    the Internet and cable
                                                                    broadcasting industries
                                                                    (privately held), from
                                                                    June 1998 to June
                                                                    2000, and again from
                                                                    June 2001 to present.
                                                                    President of Automatic
                                                                    Media, a builder of
                                                                    online networks
                                                                    (privately held), from
                                                                    July 2000 to May 2001
---------------------------  ------------------- ------------------  --------------------  -------------------  -------------------
David Gillard, Vancouver,  Chief Financial                11/16/01  Professional accountant             100,000               NIL
BC. . . . . . . . . . . .  Officer                                  (CGA).  CFO of                      (0.37%)
                                                                    Stockgroup from
                                                                    November 2001 to
                                                                    present.  Controller of
                                                                    Stockgroup from March
                                                                    2000 to November
                                                                    2001.
---------------------------  ------------------- ------------------  --------------------  -------------------  -------------------
Jeffrey Berwick,. . . . .  Director                       07/19/02  Businessman.                        109,307             327,923
Vancouver, BC                                                       President of                        (0.41%)             (1.23%)
                                                                    Stockhouse Media Inc.,
                                                                    a developer of Internet
                                                                    financial communities
                                                                    (privately held), from
                                                                    1995 to present.
---------------------------  ------------------- ------------------  --------------------  -------------------  -------------------

All Directors, Officers, Executive Officers and Significant                                           2,756,617           2,672,673
  employees as a group                                                                                 (10.33%)            (10.01%)
---------------------------  ------------------- ------------------  --------------------  -------------------  -------------------

</TABLE>

To  the  knowledge of Management, no director, officer or promoter of the Issuer
is,  or within five years prior to the date of the Offering Document has been, a
director,  officer  or  promoter  of any other Issuer that while that person was
acting  in  that  capacity:

i)   was  the  subject of a cease trade or similar order or an order that denied
     the  Issuer access to any statutory exemptions for a period of more than 30
     consecutive  days,  or

ii)  was  declared bankrupt or made a voluntary assignment in bankruptcy, made a
     proposal  under any legislation relating to bankruptcy or insolvency or has
     been  subject  to  or instituted any proceedings, arrangement or compromise
     with the creditors or had a receiver, receiver manager or trustee appointed
     to  hold  the  assets  of  that  person,  except for Marcus New, the CEO of
     Stockgroup,  who was an outside director of Golden Maritime Resources Ltd.,
     which  was previously listed in the TSX Venture Exchange, and which company
     received  a  Cease Trade Order for failing to file financial statements and
     eventually  de-listed  due  to lack of capital. Mr. New was also an outside
     director  of  iaNett  International  Systems  Ltd.  between May 7, 2001 and
     August  14,  2002,  and during that period iaNett made a proposal under the
     Bankruptcy  and  Insolvency  Act.


                                      142
<PAGE>

To  the  knowledge of Management, no director, officer or promoter of the Issuer
has,  within  ten years prior to the date of the Offering Document, been subject
to  any  penalties,  or  sanctions  imposed  by a court or securities regulatory
authority  relating  to  trading  in  securities,  promotion  or management of a
publicly  traded  Issuer,  or  theft  or  fraud.




OPTIONS  TO  PURCHASE  SECURITIES  OF  THE  ISSUER

The  following table sets out certain details of outstanding options to purchase
Shares  currently  held  by  directors,  officers,  and promoters of the Issuer.


<TABLE>
<CAPTION>



Optionee          Securities     Exercise Price   Expiration
                  Underlying        Per Share        Date
                Options Granted        US$
--------------- ---------------  ---------------  ----------
<S>             <C>              <C>              <C>

Marcus New . .          400,000  $          0.22    04/03/08
                        300,000  $          0.17    12/05/08
                        100,000  $          0.12    17/09/07
                ---------------  ---------------  ----------
Leslie Landes.          533,200  $          0.22    09/08/07
                        300,000  $          0.15    21/10/08
                ---------------  ---------------  ----------
Craig Faulkner           50,000  $          0.15    21/10/08
                        100,000  $          0.12    17/09/07
                ---------------  ---------------  ----------
David Caddey .           50,000  $          0.22    09/08/07
                         50,000  $          0.15    21/10/08
                ---------------  ---------------  ----------
Louis de Boer.           50,000  $          0.22    10/08/07
                         50,000  $          0.15    21/10/08
                ---------------  ---------------  ----------
David Gillard.            7,500  $          0.31    30/04/07
                         92,500  $          0.15    12/05/08
                ---------------  ---------------  ----------
</TABLE>

The  following table sets out certain details of outstanding options to purchase
Shares  currently  held  by  employees  of  the  Issuer, as a group, who are not
directors,  officers,  or  promoters  of  the  Issuer.

<TABLE>
<CAPTION>

Securities          Exercise Price   Expiration Date
Underlying Options
Granted
------------------  --------------   ---------------
<S>                 <C>              <C>

264,700. . . . . .  $          0.15             2008
------------------  ---------------  ---------------
150,000. . . . . .  $          0.31             2005
------------------  ---------------  ---------------
50,000 . . . . . .  $          0.40             2008
------------------  ---------------  ---------------
50,000 . . . . . .  $         0.594             2006
------------------  ---------------  ---------------
</TABLE>

OUTSTANDING  WARRANTS  TO  PURCHASE  SHARES

The following table sets out certain details of all options, warrants, and other
rights  to  purchase  securities  of  the  Issuer,  not  disclosed  above.


                                      143
<PAGE>

<TABLE>
<CAPTION>

# of Warrants   Exercise Price   Expiry Date
                    (US$)
-------------  ----------------  --------------------
<C>            <C>               <S>


      250,000  $           0.30    September 15, 2003
-------------  ----------------  --------------------
    1,664,900  $           0.30    September 30, 2003
-------------  ----------------  --------------------
    1,701,875  $           0.22    December 31, 2003
-------------  ----------------  --------------------
      150,000  $           0.16    December 31, 2003
-------------  ----------------  --------------------
      281,818  $           3.00    March 31, 2005
-------------  ----------------  --------------------
      500,000  $           0.25    July 31, 2005
-------------  ----------------  --------------------
      300,000  $           0.50    July 31, 2005
-------------  ----------------  --------------------
</TABLE>


     CONVERTIBLE  NOTES

The  principal  balance of US$1,225,684 in convertible notes matures on December
31, 2005.  The notes are non-interest bearing and are convertible into Shares at
the  option  of  the  holder at any time at a fixed conversion price, which upon
completion of this offering will be US$0.32, through to December 31, 2003.  From
January 1, 2004 to December 31, 2005, or sooner in the event of a default on any
mandatory  quarterly payment of US$15,332, the notes bear interest at 8% and are
convertible  into Shares at the option of the holder at any time at a conversion
price  equal  to  the  lesser  of  (i)  the adjusted initial conversion price of
US$0.32  and  (ii)  88%  of  the  average  of the 5 lowest closing prices of the
Issuer's  Shares  during  the  30  trading days prior to the date of conversion.

     JOINT  VENTURE  DEVELOPMENT  AND  OPERATING  AGREEMENT

Under  the  terms  of a Joint Venture Development and Operating Agreement ("JV")
with  Stockhouse  Media Corporation ("SMC"), after June 18, 2004 and before June
19,  2005,  SMC  may  elect  and  option  to  cause the Issuer to purchase SMC's
interest  in the JV for a formula-driven amount of Shares of the Issuer which is
between  920,000  and  1,120,000  Shares.

PRINCIPAL  HOLDERS  OF  VOTING  SECURITIES

To  the  knowledge of the directors and senior officers of the Issuer, no person
or  company,  other  than  those  disclosed  in the directors and officers table
hereinabove,  directly  or  indirectly  owns,  controls  or exercises control or
direction  over  shares  carrying more than 10% of the voting rights attached to
all  shares  of  the  Issuer  as  at  the  date  of  this  Offering  Document.


SECURITIES  OF  THE  ISSUER  HELD  IN  ESCROW



There are a total of 2,672,673 Shares held in escrow, constituting approximately
13%  of  our  outstanding common stock.  After the Offering, the escrowed Shares
will  constitute  approximately 10% of our outstanding common stock.  The shares
held  in  escrow are held by Marcus New as to 1,667,500 Shares, Leslie Landes as
to 78,750 Shares, Craig Faulkner as to 556,500 Shares, David Caddey as to 45,000


                                      144
<PAGE>

Shares, and Jeff Berwick as to 327,923 Shares.  All escrowed Shares are released
on  the  following  schedule:
     1/3  on  June  17,  2003
     1/3  on  December  17,  2003
     1/3  on  June  17,  2004


PARTICULARS  OF  ANY  OTHER  MATERIAL  FACTS

We are currently involved in litigation with a customer to collect amounts owing
pursuant to a contract entered into in September, 2000. The defendant provided a
US$100,000  deposit  and  contracted  us  to  provide  certain  lead  generation
services.  We  delivered the requested services throughout October and November,
2000,  however, the defendant defaulted on all additional payments. We are suing
the  defendant  for  the  US$351,800 balance owing, plus interest and costs. The
defendant  has  filed  a  statement  of  defense and counterclaim to recover the
US$100,000  deposit.  As  of April 28, 2003, no further action had been taken by
either  party  and no court date has been set. Although we currently believe the
outcome  of  the litigation will be in the Company's favour, we have not elected
to  aggressively  pursue  the litigation at this time. We have made no provision
for  the  counterclaim  in  the financial statements and any settlement or final
award  will  be  reflected  in  the statement of operations as the litigation is
resolved.


CONTRACTUAL  RIGHTS  OF  ACTION

"If  this Short Form Offering Document, together with any Subsequently Triggered
Report  contains  a "misrepresentation" as that term is defined in the BC Act or
the  Alberta  Act,  as applicable, and it was a misrepresentation on the date of
investment, the purchaser will be deemed to have relied on the misrepresentation
and  will  have a right of action, either for damages against the Issuer and its
directors, and every person, except the Agent, who signed the Offering Document,
(the  "Issuer's  Representatives")  or  alternatively  for  rescission  of  the
agreement  of purchase and sale for the securities.  In any such action, parties
against  whom  remedies are sought shall have the same defenses as are available
in  section  131 of the BC Act or section 203 of the Alberta Act, as applicable,
as  if  the  Short  Form  Offering  Document  were  a  prospectus.

A  purchaser  is  not entitled to commence an action to enforce this right after
the limitation periods as set out in section 140 of the BC Act or section 211 of
the  Alberta  Act,  as  applicable  have  expired.

The contractual rights provided herein are in addition to and without derogation
from  any  other  right  the  purchaser  may  have  at  law."


                                      145
<PAGE>

CONTRACTUAL  RIGHTS  OF  WITHDRAWAL

"An  order  or  subscription  for  the  securities offered under this Short Form
Offering  Document  is  not  binding  on a purchaser if the dealer from whom the
purchaser  purchased  the  security  (or  the  Issuer  if  the purchaser did not
purchase the security from a dealer), receives, not later than two business days
after  the  receipt by the purchaser of the Short Form Offering Document and any
Subsequently  Triggered  Report, written notice sent by the purchaser evidencing
the  intention  of  the  purchaser  not  to  be  bound  by  the  agreement.

The foregoing right of withdrawal does not apply if the purchaser is a member of
a "professional group" as defined under National Instrument 33-105, Underwriting
Conflicts or any successor policy or instrument, or if the purchaser disposes of
the beneficial ownership of the security (otherwise than to secure indebtedness)
before  the  end  of  the  withdrawal  period.

The  onus  of proving that the time for giving notice of withdrawal has ended is
on the dealer from whom the purchaser has agreed to purchase the security, or if
the  purchaser  did  not  purchase  from  a dealer, such onus is on the Issuer."


                                      146
<PAGE>

CERTIFICATE  OF  PROMOTERS  OF  THE  COMPANY


The  foregoing,  including  the  documents  incorporated by reference constitute
full, true and plain disclosure of all material facts relating to the securities
offered  by  this  Offering  Document.  The  standard  for  full, true and plain
disclosure  is  the same as that required for prospectuses by the Securities Act
(British  Columbia)  or  the  Securities  Act  (Alberta), as applicable, and the
regulations  thereunder.

DATED:  April  30,  2003

STOCKGROUP  INFORMATION  SYSTEMS  INC.

___________________________________
Marcus  New


                                      147
<PAGE>

CERTIFICATE  OF  THE  DIRECTORS  OF  THE  COMPANY


The  foregoing,  including  the  documents  incorporated by reference constitute
full, true and plain disclosure of all material facts relating to the securities
offered  by  this  Offering  Document.  The  standard  for  full, true and plain
disclosure  is  the same as that required for prospectuses by the Securities Act
(British  Columbia)  or  the  Securities  Act  (Alberta), as applicable, and the
regulations  thereunder.

DATED:  April  30,  2003

STOCKGROUP  INFORMATION  SYSTEMS  INC.

____________________________________     _____________________________
Marcus  New                              David  Gillard,  CGA
Chief  Executive  Officer  and  Director     Chief  Financial  Officer

                       ON BEHALF OF THE BOARD OF DIRECTORS

___________________________________     ___________________________________
Craig  Faulkner                         Leslie  Landes
Director                                Director


                                      148
<PAGE>

CERTIFICATE  OF  THE  AGENT


We  have  reviewed this Offering Document and the information it incorporates by
reference.  Our  review  consisted primarily of enquiry, analysis and discussion
related  to  the  information supplied to us by the Issuer and information about
the  Issuer  in  the  public  domain.

We  have  not  carried  out a review of the type that would be carried out for a
prospectus  filed  under the Securities Act (British Columbia) or the Securities
Act  (Alberta),  as applicable.  Therefore, we cannot certify that this document
and  the  information  it  incorporates  by reference constitutes full, true and
plain disclosure of all material facts relating to the Issuer and the securities
offered  by  it.

Based on our review, nothing has come to our attention that causes us to believe
that  this  Offering  Document  and  the  information  that  it  incorporates by
reference:  (1) contains an untrue statement of a material fact; or (2) omits to
state  a  material  fact  necessary  to  prevent a false statement or misleading
interpretation  of  any  other  statement.

DATED:  April  30,  2003

FIRST  ASSOCIATES  INVESTMENTS  INC.


_________________________________
S.S.  (Ali)  Rawji,  Vice  President  Corporate  Finance


                                      149
<PAGE>