EXHIBIT  4.11  FORM  OF  WARRANT  DECEMBER  31,  2002

                       SHARE PURCHASE WARRANT CERTIFICATE

                               (NON-TRANSFERABLE)

                                                                      No. [Seq.]
                                                                      ----------

WARRANTS  FOR  UP  TO  [NUMBER]  COMMON  SHARES


                       STOCKGROUP INFORMATION SYSTEMS INC.
                       -----------------------------------
             (Incorporated under the laws of the State of Colorado)


WITHOUT  PRIOR  WRITTEN  APPROVAL  OF  THE  EXCHANGE  AND  COMPLIANCE  WITH  ALL
APPLICABLE  SECURITIES  LEGISLATION,  THE SECURITIES REPRESENTED BY THIS WARRANT
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR
THROUGH  THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO
OR  FOR  THE BENEFIT OF A CANADIAN RESIDENT UNTIL MAY 1, 2003.  UNLESS OTHERWISE
PERMITTED  UNDER  SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT
TRADE  THE  SECURITIES  BEFORE  MAY  1,  2003.

THE  WARANTS  REPRESENTED  HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT")
    ------------------------------------
OR  THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE EXERCISED BY OR ON BEHALF OF
ANY  U.S.  PERSON UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OR PURSUANT TO
AN  APPLICABLE  EXEMPTION  FROM  REGISTRATION  UNDER  THE  U.S.  SECURITIES ACT.

IN  ADDITION,  THE  SECURITIES  ACQUIRED UPON EXERCISE OF SUCH WARRANTS HAVE NOT
BEEN  REGISTERED  UNDER  THE  U.S.  SECURITIES ACT OR THE SECURITIES LAWS OF ANY
STATE  AND  TRANSFER  OF  SUCH  IS  PROHIBITED  EXCEPT  IN  ACCORDANCE  WITH THE
PROVISIONS  OF  REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT, PURSUANT
TO  REGISTRATION  UNDER  THE  U.S.  SECURITIES  ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION  FROM  REISTRATION.  IN  ADDITION, HEDGING TRANSACTIONS INVOLVING SUCH
SECURITIES  MAY  NOT  BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES
ACT.

THE  WARRANTS REPRESENTED HEREBY ARE NON-TRANSFERABLE AND WILL BE VOID AND OF NO
VALUE  UNLESS  EXERCISED  ON  OR  BEFORE  4:30  P.M.  (PACIFIC STANDARD TIME) ON
DECEMBER  31,  2003.


                                      104
<PAGE>

THIS  IS  TO  CERTIFY  THAT,  for  value  received,  [FULL  NAME OF HOLDER] (the
"Holder"),  of [full address], is entitled to purchase up to a total of [NUMBER]
                                                                        --------
fully  paid and non-assessable common shares of no par value (each a "Share") of
STOCKGROUP  INFORMATION SYSTEMS INC. (the "Company") at a purchase price of U.S.
------------------------------------
$0.22  per  Share  if  subscribed  for  at  any time prior to 4:30 p.m. (Pacific
Standard  Time),  on  DECEMBER  31,  2003  (the  "Time  of  Expiry").

1.          The  aforesaid  right  to  purchase  Shares  may be exercised by the
Holder at any time and from time to time prior to the Time of Expiry by (i) duly
completing  in the manner indicated and executing the subscription form attached
hereto, (ii) surrendering this Warrant to the Company at its principal office in
Vancouver, British Columbia, and (iii) paying the appropriate purchase price for
the  Shares  subscribed for either in cash or by certified cheque or money order
payable  at  par  to the order of the Company.  Upon said surrender and payment,
the  Company  will  issue  to  the Holder of the subscription form the number of
Shares  subscribed for and said Holder will become a shareholder or shareholders
of  the  Company  in  respect of the Shares as of the date of such surrender and
payment.  Subject to the terms and conditions of this Warrant, the Company will,
as  soon  as practicable after said surrender and payment, mail to the person or
persons  at  the  address  or  addresses  specified  in  the subscription form a
certificate or certificates evidencing the Shares subscribed for.  If the Holder
of  this  Warrant  subscribes  for  a lesser number of Shares than the number of
Shares  referred  to  in this Warrant, the Holder shall be entitled to receive a
further  Warrant,  without  charge,  in  respect  of  Shares not subscribed for.

2.          The Holder of this Warrant may surrender this Warrant to the Company
at  its  principal  office  in  Vancouver, British Columbia, in exchange for new
certificates  representing  this Warrant entitling the bearer to purchase in the
aggregate  the  same  number  of  Shares  referred  to  in  this  Warrant.

3.          The  Holder  hereof  and  the Company, by acceptance and issuance of
this  Warrant,  agree  that  this  Warrant  and  all rights hereunder may not be
transferred  or  assigned.

4.          Nothing  contained  herein  shall  confer  any right upon the Holder
hereof  or  any other person to subscribe for or purchase any Shares at any time
subsequent  to the Time of Expiry, and from and after such time this Warrant and
all  rights  hereunder  shall  be  void  and  of  no  value.

5.          This  Warrant  shall  not  constitute  the  Holder  a  member of the
Company.

6.          This  Warrant  is also subject to the terms and conditions which are
attached  to  this  Warrant  as  Schedule  "A".


                                      105
<PAGE>

7.          Time  shall  be  of  the  essence  hereof.


IN  WITNESS  WHEREOF  STOCKGROUP  INFORMATION SYSTEMS INC. has caused its common
seal  to  be  affixed  and  this  Warrant  to  be  signed  by  its  authorized
representative  effective  this  31st  day  of  December,  2002.

          Signed  by:

                    STOCKGROUP  INFORMATION  SYSTEMS  INC.
                    --------------------------------------
          (c/s)
                    Per:
                           -----------------------------------
                                  Authorized  Signatory


                                      106
<PAGE>

                              FORM OF SUBSCRIPTION
                              --------------------



To:          STOCKGROUP  INFORMATION  SYSTEMS  INC.



The  undersigned  holder  of  the  attached  Warrant  hereby  subscribes  for
_______________  Shares  of  STOCKGROUP INFORMATION SYSTEMS INC. (the "Company")
pursuant  to the attached Warrant at a purchase price of U.S. $0.22 per Share if
subscribed  for  on  or before 4:30 p.m. (Pacific Standard Time) on DECEMBER 31,
2003,  (or  such number of other Shares or securities to which such subscription
entitles  it  in  lieu  thereof  or  in  addition  thereto  under  the terms and
conditions  mentioned  in the within Warrant) on the terms specified in the said
Warrant.  This  subscription  is  accompanied  by  cash or a certified cheque or
money  order  payable  to or to the order of the Company for the whole amount of
the  purchase  price  of  the  said  Shares.

The  undersigned  hereby  directs that the said Shares be registered as follows:


     Name  in  Full                      Address             Number  of  Shares
     --------------                      -------             ------------------

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

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

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

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

                                   Total:
        ------------------         ------


DATED  this  _____  day  of  _____________,  _________.


In  the  presence  of:


-----------------------------  ----------------------------------------------
Signature  of  Witness                 Signature  of  Warrant  Holder
                              (Authorized  Signatory  if  not  an  individual)

-----------------------------  ----------------------------------------------
Name and address of Witness          If Warrant Holder is not an individual,
                                     name and  title of Authorized Signatory


                                      107
<PAGE>

          Please  print  below  your  name  and  address  in  full:


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

Address:                --------------------------------------

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

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


                                      108
<PAGE>

                                  SCHEDULE "A"
                                  ------------



                              TERMS AND CONDITIONS
                              --------------------

                                       OF
                                       --

                                    WARRANTS
                                    --------



These  are the Terms and Conditions which are attached to the Warrants issued by
STOCKGROUP  INFORMATION  SYSTEMS  INC.



                          ARTICLE ONE - INTERPRETATION
                          ----------------------------


Section  1.01  -  Definitions
                  -----------


In  these  Terms and Conditions, unless there is something in the subject matter
or  context  inconsistent:

     (a)  "Company"  means  Stockgroup Information Systems Inc. or any successor
          company  referred  to  in  Article  7;

     (b)  "Company's  Auditors"  means  an  independent firm of accountants duly
          appointed  as  auditors  of  the  Company;

     (c)  "Current  Market  Price"  of  the shares at any date means the closing
          price  for  such  shares for the trading day immediately prior to such
          date  on  the TSX Venture Exchange (or if there is not a closing price
          on  such  date,  the average of the bid and ask prices) or, if on such
          date  the  shares  are not listed on the TSX Venture Exchange, on such
          stock  exchange  or  over-the-counter market upon which the shares are
          listed  or  quoted;

     (d)  "Director"  means  a  director  of the Company for the time being, and
          reference,  without  more,  to  action by the directors of the Company
          shall mean action taken by the directors of the Company as a board, or
          whenever  duly  empowered,  action  by  an  executive committee of the
          board;


                                      109
<PAGE>

     (e)  "herein",  "hereby"  and  similar expressions refer to these Terms and
          Conditions  as  the same may be amended or modified from time to time;
          and  the expressions "Article" or "Section" followed by a number refer
          to  the  specified  Article  or Section of these Terms and Conditions;

     (f)  "Issuance  Date"  means  that  date  on  which  the Company issued the
          attached  Warrants;

     (g)  "person"  means  an  individual,  company, partnership, trustee or any
          unincorporated  organization,  and  any words importing persons have a
          similar  meaning;

     (h)  "shares"  means  the  no par value common shares in the capital of the
          Company  as  constituted at the Issuance Date and any shares resulting
          from  any  subdivision  or  consolidation  of  the  shares;

     (i)  "Time  of  Expiry" means 4:30 p.m. (Pacific Standard Time) on December
          31,  2003;

     (j)  "Warrants"  means  the  Warrants  of  the Company issued and presently
          authorized,  as  set  out  in  Section  2.01  and  for  the time being
          outstanding,  and  any  other warrants made subject to these Terms and
          Conditions;

     (k)  "Warrant  Holders"  or "Holders" means the bearers of the Warrants for
          the  time  being;  and

     (l)  "Warrant  Holders'  Request" means an instrument signed in one or more
          counterparts  by Warrant Holders entitled to purchase in the aggregate
          not  less  than  25%  of the aggregate number of shares which could be
          purchased pursuant to all the Warrants outstanding for the time being,
          requesting  the  Company  to  take  some  action  or  proceeding.


Section  1.02  -  Gender  and  Number
                  -------------------

Unless  herein  otherwise  expressly  provided  or  unless the context otherwise
requires,  words  importing  the  singular include the plural and vice versa and
words  importing  the  masculine gender include the feminine and neuter genders.


Section  1.03  -  Interpretation  Not  Affected  by  Headings
                  -------------------------------------------

The  division  of  these Terms and Conditions into Articles and Sections and the
insertion  of headings are for convenience of reference only and will not affect
their  construction  of  interpretation.


Section  1.04  -  Currency
                  --------

Except  as  otherwise  stated, all dollar amounts herein are expressed in United
States  dollars.


                                      110
<PAGE>

Section  1.05  -  Applicable  Law
                  ---------------

The  Warrants  will be construed in accordance with the laws of British Columbia
and  will  be  treated  in  all  respects  as  British  Columbia  contracts.



                         ARTICLE TWO - ISSUE OF WARRANTS
                         -------------------------------


Section  2.01  -  Issue  of  Warrants
                  -------------------

Warrants  entitling the Holders thereof to purchase an aggregate of up to 25,000
shares  are  authorized  to be issued by the Company on the basis of an issue of
25,000  Warrants  where  one  Warrant  is  required to purchase one share of the
Company.


Section  2.02  -  Additional  Warrants
                  --------------------

Nothing  contained  herein  shall preclude the Company from time to time to make
further  equity  or debt offerings and sell additional shares, warrants or grant
options  or  similar  rights  to  purchase  shares  of  its  capital  stock.


Section  2.03  -  Issue  in  Substitution  for  Lost  Warrants
                  --------------------------------------------

     (a)  Subject to Section 2.03(b), if a Warrant is mutilated, lost, destroyed
          or  stolen,  the Company shall issue and deliver a new Warrant of like
          date  and  tenor  as  the one mutilated, lost, destroyed or stolen, in
          exchange  for  and in place of and upon cancellation of such mutilated
          Warrant,  or  in lieu of, and in substitution for such lost, destroyed
          or stolen Warrant, and the substituted Warrant will be entitled to the
          benefit  of  these Terms and Conditions and rank equally in accordance
          with  its  terms with all other Warrants issued or to be issued by the
          Company.

     (b)  The applicant for the issue of a new Warrant will bear the cost of its
          issue  and  in  case  of  loss,  destruction  or theft, furnish to the
          Company  such  evidence of ownership and of loss, destruction or theft
          of  the  Warrant so lost, destroyed or stolen, as will be satisfactory
          to  the  Company  in  its  discretion,  and such applicant may also be
          required  to  furnish indemnity in amount and form satisfactory to the
          Company  in its discretion, and will pay the reasonable charges of the
          Company  in  connection  with  such  issuance  of  a  new  Warrant.


                                      111
<PAGE>

Section  2.04  -  Warrant  Holder  Not  a  Shareholder
                  ------------------------------------

The holding of a Warrant will not constitute the Holder a member of the Company,
nor  entitle  him  to  any right or interest except as expressly provided in the
Warrant  and  herein.



                     ARTICLE THREE - OWNERSHIP AND TRANSFER
                     --------------------------------------


Section  3.01  -  Exchange  of  Warrants
                  ----------------------

     (a)  Warrants  in any authorized denomination may, upon compliance with the
          reasonable  requirements  of the Company, be exchanged for Warrants in
          any  other  authorized  denomination,  of  the  same class and date of
          expiry,  entitling the Holder to purchase an equal aggregate number of
          shares  at  the  same  subscription price and on the same terms as the
          Warrants  so  exchanged.

     (b)  Warrants  may  be  exchanged only at the office of the Company and any
          Warrants  tendered for exchange will be surrendered to the Company and
          cancelled.

     (c)  On  exchange  of  Warrants,  the  Company,  except as otherwise herein
          provided,  may  charge a sum not exceeding $10.00 for each new Warrant
          issued,  and  payment  of  such  charges  and of any transfer taxes or
          governmental  or other charges required to be paid will be made by the
          party  requesting  such  exchange.


Section  3.02  -  Ownership  of  Warrants
                  -----------------------

     (a)  The Company may deem and treat the registered holder of any Warrant as
          the  absolute owner of such Warrant, for all purposes, and will not be
          affected  by  any  notice  or  knowledge  to  the  contrary.

     (b)  The  registered  holder  of any Warrant will be entitled to the rights
          evidenced  by such Warrant free from all equities or rights of set-off
          or  counterclaim  between  the  Company  and  the  original  or  any
          intermediate  Holder  and  all  persons  may  act accordingly, and the
          receipt  of any such bearer for the shares will be a good discharge to
          the Company for the same and the Company will be bound to enquire into
          the  title  of  any  such  bearer.


                                      112
<PAGE>

Section  3.03  -  Transfer  of  Warrants
                  ----------------------

The  Warrants  are  non-transferable.



                       ARTICLE FOUR - EXERCISE OF WARRANTS
                       -----------------------------------

Section  4.01  -  Method  of  Exercise  of  Warrants
                  ----------------------------------

The  right to purchase shares conferred by the Warrants may be exercised, before
the  Time  of Expiry, by the Holder of such Warrant surrendering it, with a duly
completed  and  executed subscription in the form attached thereto and cash or a
certified  cheque  or  money order payable to or to the order of the Company, in
Vancouver,  British  Columbia,  for the purchase price applicable at the time of
surrender  in respect of the shares subscribed for in lawful money of the United
States,  to  the  Company  at  its  principal  office  in the City of Vancouver.


Section  4.02  -  Effect  of  Exercise  of  Warrants
                  ----------------------------------

As soon as practicable after surrender and payment, and subject to the terms and
conditions  set  forth  herein,  the  Company  will cause to be delivered to the
person  or  persons  in  whose name or names the shares subscribed for are to be
issued  as  specified  in  such  subscription or mailed to him or them at his or
their  respective  addresses  specified  in  such subscription, a certificate or
certificates  for the appropriate number of shares not exceeding those which the
Warrant  Holder  is  entitled  to  purchase pursuant to the Warrant surrendered.
Upon  issuance, such person or persons shall be deemed to have become the holder
or  holders  of  record  of  such  shares  on the date of surrender and payment.


Section  4.03  -  Subscription  for  Less  than  Entitlement
                  ------------------------------------------

The Holder of any Warrant may subscribe for and purchase a number of shares less
than  the  number  which  he is entitled to purchase pursuant to the surrendered
Warrant.  In  the  event  of  any  purchase  of a number of shares less than the
number  which  can  be  purchased pursuant to a Warrant, the Company will issue,
without  charge, a new Warrant in respect of the balance of the shares which the
Holder  was  entitled  to purchase pursuant to the surrendered Warrant and which
were  not  then  purchased.


                                      113
<PAGE>

Section  4.04  -  Warrants  for  Fractions  of  Shares
                  ------------------------------------

No  fractional  shares  shall  be  issued upon exercise of the Warrants.  If any
fractional  interest  in  a  share would, except for the provisions of the first
sentence  of  this  Section 4.04, be deliverable upon the exercise of a Warrant,
the  number  of  shares  to be issued to the Warrant Holder upon exercise of the
Warrant  shall  be  rounded  up  to  the  next  whole  number.


Section  4.05  -  Expiration  of  Warrants
                  ------------------------

After  the Time of Expiry all rights attaching to the Warrants will wholly cease
and  terminate  and  the  Warrants  will  be  void  and  of  no  effect.


Section  4.06  -  Exercise  Price
                  ---------------

The  price  per  share  which  must be paid to exercise a Warrant (the "Exercise
Price")  is  as  set  forth  on  the face of the Warrant certificate, subject to
adjustment  as  provided  for  herein.


Section  4.07  -  Adjustment  of  Number  of  Shares
                  ----------------------------------

     (1)  The  number  of  shares  deliverable upon the exercise of the Warrants
          will  be  subject  to  adjustment  from  time  to  time  as  follows:

          (a)  if  and  whenever,  at  any time from the Issuance Date until the
               Time  of  Expiry,  the  Company  shall:

               (i)  subdivide,  redivide or change its outstanding shares into a
                    greater  number  of  shares;

               (ii) reduce, combine or consolidate its outstanding shares into a
                    smaller  number  of  shares;  or

               (iii)  issue shares to all or substantially all of the holders of
                    shares  by way of a stock distribution (other than the issue
                    of  shares to holders of shares as dividends by way of stock
                    dividend  in  lieu  of  a cash dividend paid in the ordinary
                    course  or pursuant to any dividend reinvestment plan of the
                    Company  in  force  from  time  to  time);

               the  number  of  shares  obtainable  under  each Warrant shall be
               adjusted  immediately  after  the  effective  date  of  such
               subdivision,  redivision,  change,  reduction,  combination,
               consolidation  or  stock  dividend  by  multiplying the number of
               shares  theretofore obtainable on the exercise of the Warrants by
               a  fraction  of  which the numerator shall be the total number of


                                      114
<PAGE>

               shares  outstanding  immediately  after  such  date  and  the
               denominator  shall  be  the  total  number  of shares outstanding
               immediately  prior  to  such  date. Such adjustment shall be made
               successively  whenever  any  event referred to in this subsection
               shall  occur;

          (b)  if  and whenever, at any time from the Issuance Date and prior to
               the  Time of Expiry, there is a reclassification of the shares or
               a  capital  reorganization of the Company other than as described
               in  subsection  4.07(1)(a)  or  a  consolidation,  amalgamation,
               merger,  arrangement or other form of business combination of the
               Company with or into any other body corporate, trust, partnership
               or  other entity, or a sale, lease, exchange or conveyance of the
               property  and  assets  of  the  Company  as  an  entirety  or
               substantially  as an entirety to any other body corporate, trust,
               partnership  or  other  entity,  any  Warrant  Holder who has not
               exercised  its  right of acquisition, as at the effective date of
               such  reclassification,  capital  reorganization,  consolidation,
               amalgamation,  merger,  sale  or conveyance, upon the exercise of
               such  right  thereafter,  shall  be entitled to receive and shall
               accept, in lieu of the number of shares such Warrant Holder would
               otherwise  be  entitled to acquire, the number of shares or other
               securities  or  property of the Company or of the body corporate,
               trust,  partnership  or  other entity resulting from such merger,
               amalgamation  or  consolidation,  or  to  which  such  sale  or
               conveyance  may  be  made,  as the case may be, that such Warrant
               Holder  would  have  been  entitled  to  receive  on  such
               reclassification,  capital  reorganization,  consolidation,
               amalgamation,  merger, sale or conveyance, if, on the record date
               or  the  effective  date thereof, as the case may be, the Warrant
               Holder  had been the registered holder of the number of shares to
               which  such  Warrant  Holder  was  theretofore entitled upon such
               exercise;

          (c)  if  and  whenever,  at  any time from the Issuance Date until the
               Time  of  Expiry,  the  Company  shall  fix a record date for the
               issuance  of  rights, options or warrants to all or substantially
               all  of  the  holders  of  shares  entitling the holders thereof,
               within  a period expiring not more than 45 days after the date of
               issue thereof, to subscribe for or purchase shares (or securities
               convertible into or exchangeable for shares) at a price per share
               (or  having  a  conversion or exchange price per share) less than
               95%  of  the  Current  Market Price on the earlier of such record
               date and the date on which the Company announces its intention to
               make such issuance, then, in each such case, the number of shares
               obtainable  under  a  Warrant  will be adjusted immediately after
               such  record  date  so  that it will equal the rate determined by
               multiplying  the  number  of shares theretofore obtainable on the


                                      115
<PAGE>

               exercise  of  a  Warrant  in  effect  on  such  record  date by a
               fraction,  of  which the denominator shall be the total number of
               shares  outstanding  on  such record date plus a number of shares
               equal to the number arrived at by dividing the aggregate price of
               the total number of additional shares so offered for subscription
               or purchase (or the aggregate conversion or exchange price of the
               convertible  or  exchangeable  securities  so  offered)  by  such
               Current  Market  Price,  and  of which the numerator shall be the
               total  number  of shares outstanding on such record date plus the
               total  number of additional shares so offered for subscription or
               purchase  (or  into  or for which the convertible or exchangeable
               securities  so  offered  are convertible or exchangeable). To the
               extent  that  any  such  rights,  options  or warrants are not so
               issued  or any such rights, options or warrants are not exercised
               prior  to the expiration thereof, the number of shares obtainable
               upon  exercise  of  the  Warrants  will then be readjusted to the
               number  of  shares obtainable upon exercise of the Warrants which
               would then be in effect if such record date had not been fixed or
               to  the number of shares obtainable upon exercise of the Warrants
               which would then be in effect based upon the number of shares (or
               securities  convertible into or exchangeable for shares) actually
               issued  upon the exercise of such rights, options or warrants, as
               the  case  may  be;

          (d)  if  and  whenever,  at  any time from the Issuance Date until the
               Time  of  Expiry,  the  Company  shall  fix a record date for the
               making  of  a  distribution  to  all  or substantially all of the
               holders  of  shares  of:

               (i)  shares  of any class other than common shares whether of the
                    Company  or  any  other  corporation  (other  than  shares
                    distributed  to  holders  of shares as dividends paid in the
                    ordinary  course  as  stock  dividends);

               (ii) rights,  options  or warrants (other than rights, options or
                    warrants  exercisable by the holders thereof within a period
                    expiring  not  more  than  45  days  after the date of issue
                    thereof);

               (iii)  evidences  of  indebtedness;  or

               (iv) cash,  securities  or  other  property or assets (other than
                    cash  dividends  paid  in  the  ordinary  course);

               then,  in  each such case, the number of shares obtainable on the
               exercise  of  a  Warrant  will be adjusted immediately after such
               record  date  so  that  it  will  equal  the  rate  determined by
               multiplying  the  number  of shares theretofore obtainable on the


                                      116
<PAGE>

               exercise  of  the  Warrants  in  effect  on such record date by a
               fraction,  of  which the denominator shall be the total number of
               shares  outstanding on such record date multiplied by the Current
               Market  Price  on the earlier of such record date and the date on
               which  the  Company  announces  its  intention  to  make  such
               distribution, less the aggregate fair market value (as determined
               by  the directors at the time such distribution is authorized) of
               such  shares  or  rights,  options  or  warrants  or evidences of
               indebtedness  or  cash, securities or other property or assets so
               distributed, and of which the numerator shall be the total number
               of  shares  outstanding  on  such  record date multiplied by such
               Current Market Price. To the extent that such distribution is not
               so  made  or  to  the  extent  that  any  such rights, options or
               warrants so distributed are not exercised prior to the expiration
               thereof,  the  number of shares obtainable upon the exercise of a
               Warrant  will  then  be  readjusted  to  the  number  of  shares
               obtainable  upon the exercise of a Warrant which would then be in
               effect if such record date had not been fixed or to the number of
               shares obtainable upon the exercise of a Warrant which would then
               be  in  effect  based  upon  such  shares  or  rights, options or
               warrants  or  evidences  of  indebtedness  or cash, securities or
               other  property  or assets actually distributed or based upon the
               number or amount of securities or the property or assets actually
               issued  or  distributed upon the exercise of such rights, options
               or  warrants,  as  the  case  may  be;  and

          (e)  the  adjustments  provided  for  in  this  Article  4  in  the
               subscription  rights  pursuant  to  any  Warrants are cumulative.

     (2)  Any  adjustment  to the number of shares or other classes of shares in
          the  capital  of the Company or securities or property which a Warrant
          Holder  is  entitled to receive upon the exercise of the Warrants (the
          "Exchange Basis") shall also include a corresponding adjustment to the
          Exercise  Price  which shall be calculated by multiplying the Exercise
          Price by a fraction the numerator of which shall be the Exchange Basis
          prior  to  the  adjustment  and  the denominator of which shall be the
          Exchange  Basis  after  the  adjustment.


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<PAGE>

Section  4.08  -  Determination  of  Adjustments
                  ------------------------------

If  any  questions  arise  with  respect to the adjustments provided for in this
Article  4,  such  question  will  be  conclusively  determined by the Company's
Auditors,  or,  if  they  decline to act any other firm of nationally recognized
Chartered  Accountants,  in  Vancouver,  British  Columbia, that the Company may
designate  and  who  will  have  access  to  all  appropriate  records, and such
determination  will be binding upon the Company and the Holders of the Warrants.


Section  4.09  -  Postponement  of  Subscription
                  ------------------------------

In  any  case  in which this Article 4 shall require that an adjustment shall be
effective  immediately  after a record date for an event referred to herein, the
Company  may  defer,  until  the  occurrence  of  such  an  event:

     (a)  Issuing  to the Holder of any Warrant exercised after such record date
          and  before  the  occurrence  of  such  event,  the  additional shares
          issuable  upon  such  exercise by reason of the adjustment required by
          such  event,  and

     (b)  Delivering  to  such Holder any distributions declared with respect to
          such additional shares after such Exercise Date and before such event;

provided,  however, that the Company shall deliver to such Holder an appropriate
instrument  evidencing  such  Holder's  right,  upon the occurrence of the event
requiring  the  adjustment, to an adjustment in the Exercise Price or the number
of  shares  purchasable  on  the  exercise  of any Warrant to such distributions
declared  with  respect to any additional shares issuable on the exercise of any
Warrant.


Section  4.10  -  Notice  of  Adjustment
                  ----------------------

     (a)  At  least  14  days prior to the effective date or record date, as the
          case  may  be, of any event which requires or might require adjustment
          in  any  of  the  subscription rights pursuant to any of the Warrants,
          including  the  Exercise  Price  and  the  number  of shares which are
          purchasable upon the exercise thereof, or such longer period of notice
          as  the  Company  shall  be  required  to provide holders of shares in
          respect  of  any  such  event,  the  Company  shall give notice to the
          Warrant  Holders by way of a certificate of the Company specifying the
          particulars  of  such  event  and,  if  determinable,  the  required
          adjustment  and  the  computation  of  such  adjustment.

     (b)  In  case  any  adjustment  for which a notice in subsection 4.10(a) of



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<PAGE>

          this  Section 4.10 has been given is not then determinable the Company
          shall  promptly  after such adjustment is determinable, give notice to
          the  Warrant  Holders  of  the  adjustment and the computation of such
          adjustment.


Section  4.11  -  Securities  Restrictions;  Legends
                  ----------------------------------

Notwithstanding  any  provision to the contrary contained in this Share Purchase
Warrant  Certificate,  no  Shares will be issued pursuant to the exercise of any
Warrant  if  the issuance of such securities would constitute a violation of the
securities  laws  of  any  applicable  jurisdiction,  and  the  certificates
representing  the  Shares  thereby  issued will bear such legends as may, in the
opinion  of  counsel to the Company, acting reasonably, be necessary in order to
avoid  a  violation  of any securities laws of any applicable jurisdiction or to
comply  with  the  requirements  of  any  stock exchange on which the Shares are
listed, provided that if, at any time, in the opinion of counsel to the Company,
such  legends  are no longer necessary in order to avoid a violation of any such
laws,  or  the  holder  of any such legended certificate, at his or her expense,
provides  the  Company  with  evidence satisfactory in form and substance to the
Company  (which  may  include  an  opinion  of  counsel  of  recognized standing
satisfactory  to  the Company to the effect that such holder is entitled to sell
or otherwise transfer such securities in a transaction in which such legends are
not  required),  such legended certificates may thereafter be surrendered to the
Company  in  exchange  for  a  certificate  which  does  not  bear such legends.



                     ARTICLE FIVE - COVENANTS BY THE COMPANY
                     ---------------------------------------


Section  5.01  -  General  Covenants
                  ------------------

The  Company  covenants  to  the  Holders  that  so  long as any Warrants remain
outstanding:

     (a)  it  will  allot,  reserve  and  keep  available a sufficient number of
          shares  for  the  purpose of enabling it to satisfy its obligations to
          issue  common  shares  upon  the  exercise  of  the  Warrants;

     (b)  it  will cause the shares and the certificates representing the shares
          from time to time acquired pursuant to the exercise of the Warrants to
          be  duly  issued  and  delivered  in  accordance with the certificates
          representing  the  Warrants  and  the  respective  terms  hereof;



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<PAGE>

     (c)  all shares which shall be issued upon exercise of the right to acquire
          provided  for herein and in the certificates representing the Warrants
          shall  be  fully  paid  and  non-assessable;

     (d)  it  will  maintain  its  corporate existence, carry on and conduct its
          business in a prudent manner in accordance with industry standards and
          good  business  practice,  keep  or  cause  to be kept proper books of
          account  in  accordance  with  applicable  law;

     (e)  it  will  ensure  that all shares outstanding or issuable from time to
          time (including without limitation the shares issuable on the exercise
          of  the  Warrants) continue to be or are listed and posted for trading
          on  the TSX Venture Exchange and/or the NASD Over-the-Counter Bulletin
          Board;  and

     (f)  it  will maintain its status as a reporting issuer in British Columbia
          (and  such other provinces in which the Company may become a reporting
          issuer).



                    ARTICLE SIX - MEETING OF WARRANT HOLDERS
                    ----------------------------------------


Section  6.01  -  Right  to  Convene  Meeting
                  ---------------------------

     (a)  The Company may at any time and from time to time, and will on receipt
          of  a  Warrant  Holder's  Request  convene  a  meeting  of the Warrant
          Holders.

     (b)  If  the  Company  fails  within  15 days after receipt of such Warrant
          Holder's  request  and  indemnity  to give notice convening a meeting,
          such  Warrant  Holders  may  convene  such  meeting.

     (c)  Every  such meeting will be held in the City of Vancouver, Province of
          British  Columbia,  unless  required  by  law  to  be  held elsewhere.


Section  6.02  -  Notice
                  ------

At  least  30  days'  notice  of any meeting will be given by the Company to the
Warrant  Holders.  Such  notice will state the time when and the place where the
meeting  is to be held and will state briefly the general nature of the business
to  be  transacted,  but it will not be necessary for any such notice to set out
the  terms  of  any  resolution  to be proposed or any of the provisions of this
Article.


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<PAGE>

Section  6.03  -  Chairman
                  --------

Some  person nominated in writing by the Company will be Chairman of the meeting
and  if  no person is so nominated, or if the person so nominated is not present
within  fifteen  minutes from the time fixed for the holding of the meeting, the
Warrant Holders present in person or by proxy will choose some person present to
be  Chairman.


Section  6.04  -  Quorum
                  ------

Subject to the provisions of Section 6.12, at any meeting of the Warrant Holders
a  quorum  will  consist  of  Warrant  Holders present in person or by proxy and
entitled  to purchase at least 25% of the aggregate number of shares which could
be  purchased  pursuant  to  all  the  then  outstanding  Warrants of the class,
provided  that at least two persons entitled to vote are personally present.  If
a quorum of the Warrant Holders is not present within half-an-hour from the time
fixed  for holding any meeting, the meeting, if summoned by the Warrant Holders,
or  on  a Warrant Holder's request, will be dissolved; but in any other case the
meeting will be adjourned to the same day in the next week (unless such day is a
non-business  day,  in  which  case  it  will be adjourned to the next following
business  day) at the same time and place.  At the adjourned meeting the Warrant
Holders  present  in  person or by proxy will form a quorum and may transact the
business for which the meeting was originally convened notwithstanding that they
may  not  be entitled to purchase at least 25% of the aggregate number of shares
which  can  be  purchased  pursuant  to  all  of  the then outstanding Warrants.


Section  6.05  -  Power  to  Adjourn
                  ------------------

The  Chairman of any meeting at which a quorum of the Warrant Holders is present
may  with  the  consent of the meeting adjourn any such meeting and no notice of
such  adjournment  need  be given except such notice, if any, as the meeting may
prescribe.


Section  6.06  -  Show  of  Hands
                  ---------------

Every  question  submitted  to a meeting will be decided in the first place by a
majority  of  the votes given on a show of hands.  At any such meeting, unless a
poll  is  demanded,  a  declaration  by  the Chairman that a resolution has been
carried  or  carried  unanimously or by a particular majority will be conclusive
evidence  of  the  fact.


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<PAGE>

Section  6.07  -  Poll
                  ----

On  any  question submitted to a meeting and after a vote by show of hands, when
demanded  by  the  Chairman  or  by one or more of the Warrant Holders acting in
person  or by proxy and entitled to purchase in the aggregate at least 5% of the
aggregate number of shares which could be purchased pursuant to all the Warrants
for  the  time  being  outstanding,  a  poll will be taken in such manner as the
Chairman  will  direct.  Questions  other than extraordinary resolutions will be
decided  by  a  majority  of  the  votes  cast  on  the  poll.


Section  6.08  -  Voting
                  ------

On  a show of hands every person who is present and entitled to vote, whether as
a  Warrant  Holder  or  as proxy for one or more absent Warrant Holders or both,
will  have  one  vote.  On  a  poll  each  Warrant  Holder  present in person or
represented by proxy duly appointed by instrument in writing will be entitled to
one  vote  in respect of each share which he is entitled to purchase pursuant to
the Warrant or Warrants then held by him.  A proxy need not be a Warrant Holder.


Section  6.09  -  Regulations
                  -----------

The Company may from time to time make or vary such regulations as it will think
fit:

     (a)  for  the  issue  of  voting certificates by any bank, trust company or
          other  depository,  certifying  that  specified  Warrants  have  been
          deposited  with  it by a named Holder and will remain on deposit until
          after  the  meeting, which voting certificate will entitle the Holders
          to  be  present  and  vote  at any such meeting and at any adjournment
          thereof  in  the  same  manner  and with the same effect as though the
          holders  so  named in such voting certificates were the actual bearers
          of  the  Warrants  specified  therein;

     (b)  for  the  deposit  of  voting  certificates  or instruments appointing
          proxies  at  such place and time as the Company or the Warrant Holders
          convening the meeting, as the case may be, may in the notice convening
          the  meeting  direct;

     (c)  for  the  deposit  of  voting  certificates  or instruments appointing
          proxies at some approved place or places other than the place at which
          the  meeting  is  to  be held, and enabling particulars of such voting
          certificates or instruments appointing proxies to be mailed, cabled or
          telegraphed  before  the meeting to the Company at the place where the
          same  is  to  be  held,  and for the voting of proxies so deposited as
          though  the  instruments  themselves were produced at the meeting; and


                                      122
<PAGE>

     (d)  for  the  form  of  the  instrument  of  proxy.

Any  regulations  so  made  will be binding and effective and the votes given in
accordance  therewith  will  be  valid  and  will  be  counted.  Save  as  such
regulations  may provide, the only persons who will be recognized at any meeting
as  the  Holder  of  any  Warrants,  or as entitled to vote or be present at the
meeting  in  respect  thereof,  will be the registered holders of such Warrants.


Section  6.10  -  Company  May  Be  Represented
                  -----------------------------

The  Company,  by  its  officers  and  Directors  and  the legal advisors of the
Company, may attend any meeting of the Warrant Holders, but will have no vote as
such.


Section  6.11  -  Powers  Exercisable  by  Extraordinary  Resolution
                  --------------------------------------------------

In  addition  to  all  other  powers conferred upon them by any other provisions
hereof  or  by  law,  the  Warrant  Holders at a meeting will have the following
powers,  exercisable  from  time  to  time  by  extraordinary  resolution:

     (a)  to  enforce  any of the covenants on the part of the Company contained
          in  the  Warrants,  or  to  enforce  any  of the rights of the Warrant
          Holders  in  any manner specified in such extraordinary resolution, or
          to  refrain  from  enforcing  any  such  covenant  or  right;

     (b)  to  waive any default on the part of the Company in complying with any
          provision hereof either conditionally or upon any conditions specified
          in  such  extraordinary  resolution;  and

     (c)  to  consent  to  any  amendment  of  the provisions of these Terms and
          Conditions.


Section  6.12  -  Meaning  of  "Extraordinary  Resolution"
                  ----------------------------------------

     (a)  The  Expression  "extraordinary  resolution"  when  used herein means,
          subject as hereinafter in this Section and in Section 6.15 provided, a
          resolution  proposed at a meeting of Warrant Holders duly convened for
          that  purpose,  and  held  in  accordance  with the provisions in this
          Article  contained  at which there are present, in person or by proxy,
          Warrant  Holders  entitled  to  purchase at least 25% of the aggregate
          number  of  shares  which  can  be  purchased pursuant to all the then
          outstanding  Warrants,  and passed by the affirmative votes of Warrant


                                      123
<PAGE>

          Holders  entitled  to  purchase not less than 66 2/3% of the aggregate
          number  of  shares  which  can  be  purchased pursuant to all the then
          outstanding  Warrants  represented  at the meeting and voted upon such
          resolution.

     (b)  If,  at  any  such  meeting  called  for  the  purpose  of  passing an
          extraordinary  resolution, Warrant Holders entitled to purchase 25% of
          the  aggregate number of shares which can be purchased pursuant to all
          the  then  outstanding  Warrants are not present in person or by proxy
          within half-an-hour after the time appointed for the meeting, then the
          meeting,  if  convened  by  Warrant  Holders  or on a Warrant Holder's
          Request,  will  be  dissolved,  but  in  any  other case it will stand
          adjourned  and  the  provisions  of Section 6.04 will mutatis mutandis
          apply.


Section  6.13  -  Powers  Cumulative
                  ------------------

Any one or more of the powers or any combination of the powers to be exercisable
by the Warrant Holders by extraordinary resolution or otherwise may be exercised
from  time  to  time  and  the exercise of any one or more of such powers or any
combination  of powers from time to time will not be deemed to exhaust the right
of the Warrant Holders to exercise such power or powers or combination of powers
then  or  any  power  or powers or combination of powers thereafter from time to
time.


Section  6.14  -  Minutes
                  -------

Minutes  of  all  resolutions and proceedings at every such meeting will be made
and  duly  entered in books to be from time to time provided for that purpose by
the  Company,  and any such minutes, if signed by the Chairman of the meeting at
which such resolutions were passed or proceedings had, or by the Chairman of the
next  succeeding meeting of the Warrant Holders, will be prima facie evidence of
the  matters  stated  and  until  the contrary is proved, every such meeting, in
respect  of the proceedings of which minutes will have been made, will be deemed
to  have  been duly convened and held, and all resolutions passed or proceedings
taken,  to  have  been  duly  passed  and  taken.


Section  6.15  -  Binding  Effect  of  Resolutions
                  --------------------------------

Every  resolution  and  every extraordinary resolution passed in accordance with
the  provisions  of this Article at a meeting of Warrant Holders will be binding
upon  all  Warrant  Holders.


                                      124
<PAGE>

Section  6.16  -  Status  of  Warrant  Holders
                  ----------------------------

The  Holders  of  Warrants of a particular class will not be entitled as such to
attend or vote at a meeting of the Holders of Warrants of another class, and any
action  taken at a meeting of the Holders of Warrants of a particular class will
in  no  way  affect  the rights of the Holders of the Warrants of another class.


Section  6.17  -  Instruments  in  Writing
                  ------------------------

All  actions  which  may  be  taken  and all powers that may be exercised by the
Warrant  Holders at a meeting held as provided in this Article may also be taken
and  exercised  by  Warrant Holders holding at least two-thirds of the aggregate
number of Warrants then outstanding by an instrument in writing signed in one or
more  counterparts  by  such  Warrant  Holders  in  person  or  by attorney duly
appointed in writing, and the expression "extraordinary resolution" when used in
these  Terms  and  Conditions  shall  include  an  instrument  so  signed.


Section  6.18  -  Binding  Effect  of  Resolutions
                  --------------------------------

Except  as  otherwise  provided herein, every resolution and every extraordinary
resolution passed in accordance with the provisions of this Article at a meeting
of  Warrant  Holders  shall  be  binding  upon  all the Warrant Holders, whether
present  at  or absent from such meeting, and every instrument in writing signed
by Warrant Holders in accordance with Section 6.17 shall be binding upon all the
Warrant  Holders, whether signatories thereto or not, and each and every Warrant
Holder  shall  be  bound to give effect accordingly to every such resolution and
instrument  in  writing.



            ARTICLE SEVEN - MODIFICATION OF TERMS, MERGER, SUCCESSORS
            ---------------------------------------------------------


Section  7.01  -  Modification  of  Terms  for  Certain  Purposes
                  -----------------------------------------------

From  time  to  time  the  Company  may,  and it will, when so directed by these
presents,  modify  these Terms and Conditions, for any one or more or all of the
following  purposes:

     (a)  giving  effect  to  any extraordinary resolution passed as provided in
          Article  6;

     (b)  adding  to or altering these provisions in respect of the registration
          and transfer of Warrants making provision for the exchange of Warrants
          of different denominations, and making any modification in the form of
          the  Warrants  which  does  not  affect  their  substance;


                                      125
<PAGE>

     (c)  for  any  other  purpose  not  inconsistent  with  the  terms  hereof,
          including  the correction or rectification of any ambiguous, defective
          provisions,  errors or omissions herein if the Company has received an
          opinion  of  its  legal counsel that the rights of the Warrant Holders
          will  not  be  prejudiced  thereby;  and

     (d)  to  evidence  any  succession of any Company and the assumption by any
          successor  of  the  covenants  of  the  Company  and  in  the Warrants
          contained  as  provided  in  this  Article.


Section  7.02  -  No  Extension  of  Expiry  Date
                  -------------------------------

Notwithstanding Section 7.01, no modification will be made to the Time of Expiry
without  the  prior  consent of each of the TSX Venture Exchange and the British
Columbia  Securities  Commission.


Section  7.03  -  Company  May  Consolidate,  etc.  on  Certain  Terms
                  ----------------------------------------------------

Nothing  will  prevent  any consolidation, amalgamation or merger of the Company
with  or  into  any  other  company or companies, but the company formed by such
consolidation  or  into  which such merger will have been made will be a company
organized  and  existing  under  the  laws  of Canada or of the United States of
America,  or  any  Province,  State,  District  or  Territory thereof, and will,
simultaneously  with  such  consolidation, amalgamation or merger assume the due
and  punctual  performance  and  observance  of all the covenants and conditions
hereof  to  be  performed  or  observed  by  the  Company.


Section  7.04  -  Successor  Company  Substituted
                  -------------------------------

In  case  the  Company  is  consolidated, amalgamated or merged with or into any
other  company  or companies, the successor company formed by such consolidation
or  amalgamation,  or into which the Company will have been merged, will succeed
to  and  be  substituted for the Company hereunder.  Such changes in phraseology
and  form  (but  not  in  substance)  may  be  made  in  the  Warrants as may be
appropriate  in  view  of  such  consolidation,  amalgamation  or  merger.


Section  7.05  -  Notice  to  the  Company
                  ------------------------

     (a)  Unless  herein  otherwise  expressly  provided, any notice to be given
          hereunder  to  the  Company  shall  be  deemed  to be validly given if
          delivered,  sent  by registered letter, postage prepaid or telecopied:


                                      126
<PAGE>

       To  the  Company: Stockgroup  Information  Systems  Inc.
                         #500  -  750  W.  Pender  Street
                         Vancouver,  British  Columbia  V6C  2T7
                         Fax:  (604)  331-1194

                         Attention:   Mr.  Marcus  New
                         -----------------------------


       With a copy to:   Devlin  Jensen
                         Suite  2550,  555  West  Hastings  Street
                         Vancouver,  BC  V6B  4N5
                         Fax:  (604)  684-0916

                         Attention:   Mr.  Peter  Jensen
                         -------------------------------

and  any  such notice delivered in accordance with the foregoing shall be deemed
to  have  been  received  on  the  date  of delivery or, if mailed, on the fifth
business  day  following  the  date  of  the  postmark  on  such  notice  or, if
telecopied, on the next business day following the date of transmission provided
that  its  contents  are  transmitted  and  received  completely and accurately.

     (b)  The  Company  may  from  time  to time notify the Warrant Holders of a
          change  of  address  which, from the effective date of such notice and
          until  changed by like notice, shall be the address of the Company for
          all  purposes  of  these  Warrant  terms.


Section  7.06  -  Notice  to  Warrant  Holders
                  ----------------------------

     (a)  Any  notice to the Warrant Holders under the provisions of these Terms
          and  Conditions  shall  be valid and effective if delivered or sent by
          telecopy  or  by ordinary post addressed to such holders at their post
          office  addresses appearing on the register hereinbefore mentioned and
          shall be deemed to have been effectively given on the date of delivery
          or,  if  mailed,  on  the fifth business day following the date of the
          posting  of  such  notice  or, if telecopied, on the next business day
          following  the  date  of  transmission  provided that its contents are
          transmitted  and  received  completely  and  accurately.

     (b)  If,  by  reason of a strike, lockout or other work stoppage, actual or
          threatened,  involving postal employees, any notice to be given to the
          Warrant  Holders  hereunder could reasonably be considered unlikely to
          reach  its  destination, such notice shall be valid and effective only
          if  it is delivered personally to such Warrant Holders or if delivered


                                      127
<PAGE>

          to  the  address for such Warrant Holders contained in the register of
          Warrants maintained by the Company, by cable, telegram, telex or other
          means  of  prepaid  transmitted  and  recorded  communication.


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<PAGE>