STOCKGROUP INFORMATION SYSTEMS, INC. SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

Purchase and Sale of Stock

Sale and Issuance of Series A Convertible Preferred Stock

The Company shall adopt and file with the Secretary of State of Colorado on or before the Closing (as defined below) the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock in the form attached hereto as Schedule B (the "Certificate").

Subject to the terms and conditions of this Agreement, each Investor agrees, severally, to purchase at the Closing and the Company agrees to sell and issue to each Investor at the Closing, that number of shares of the Company's Series A Convertible Preferred Stock set forth opposite each Investor's name on Schedule A hereto for the purchase price set forth thereon it being understood that each Investor must subscribe for and purchase a minimum of two hundred and fifty (250) shares of Series A Convertible Preferred Stock.

Closing

The purchase and sale of the Series A Convertible Preferred Stock shall take place at the offices of Clark Wilson LLP, at Suite 800, 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1, at such time and place as the Company and Investors acquiring in the aggregate more than half the shares of Series A Convertible Preferred Stock sold pursuant hereto mutually agree upon orally or in writing (which time and place are designated as the "Closing"). At the Closing the Company shall deliver to each Investor a certificate representing the Series A Convertible Preferred Stock that such Investor is purchasing against payment of the purchase price therefor by certified cheque or wire transfer.

Representations and Warranties of the Company.

The Company hereby represents and warrants to each Investor, except as otherwise disclosed to such Investor or except as otherwise publicly disclosed, that:

Organization, Good Standing and Qualification

The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado and all Canadian provinces in which the Company conducts its business and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Capitalization and Voting Rights

The authorized capital of the Company consists, or will consist immediately prior to the Closing, of:

Preferred Stock . Five million (5,000,000) shares of Preferred Stock (the "Preferred Stock"), of which three thousand (3,000) shares have been designated Series A Convertible Preferred Stock (the "Series A Preferred Stock") and up to all of which will be sold pursuant to this Agreement. The rights, privileges and preferences of the Series A Preferred Stock will be as stated in the Certificate.

Common Stock . Seventy-Five million (75,000,000) shares of common stock ("Common Stock"), of which 41,395,922 shares are issued and outstanding.

Except for:

(i)

the conversion privileges of the Series A Preferred Stock to be issued under this Agreement;

(ii)

currently outstanding warrants to purchase shares of Common Stock issued pursuant to private placement transactions completed by the Company; and

(iii)

currently outstanding options to purchase shares of Common Stock granted to employees pursuant to the 1999, 2000, 2001, 2002, 2003 and 2007 Stock Option Plans (the "Option Plans"),

there are not outstanding any options, warrants, rights (including conversion or pre- emptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 2,931,775 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plans. The Company is not a party or subject to any agreement or understanding, and, to the best of the Company's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company.

Subsidiaries

Except as is otherwise publicly disclosed, the Company does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity. The Company is not a participant in any joint venture, partnership, or similar arrangement.

Authorization

All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Series A Preferred Stock being sold hereunder and the Common Stock issuable upon conversion of the Series A Preferred Stock has been taken or will be taken prior to the Closing, and this Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms; except

as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally;

as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and

to the extent the indemnification provisions contained in the Investors' Rights Agreement may be limited by applicable federal or state securities laws.

Valid Issuance of Preferred and Common Stock

The Series A Preferred Stock that is being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and non-assessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate, will be duly and validly issued, fully paid, and non-assessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Governmental Consents

No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement.

Offering

Subject in part to the truth and accuracy of each Investor's representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Series A Preferred Stock as contemplated by this Agreement are exempt from the registration requirements of the Act, and neither the Company nor any authorized agent acting on its behalf shall take any action hereafter that would cause the loss of such exemption.

Compliance with Other Instruments

The Company is not in violation or default in any material respect of any provision of its Articles of Incorporation or Bylaws, or in any material respect of any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound, or, to the best of its knowledge, of any provision of any federal or state statute, rule or regulation applicable to the Company. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or non-renewal of any material permit, license, authorization, or approval applicable to the Company, its business or operations or any of its assets or properties.

Financial Statements

The Company has delivered, or otherwise made available, to each Investor its audited financial statements (balance sheet, statement of operations, statement of shareholders' equity and statement of cash flows, including notes thereto) at December 31, 2007 and for the fiscal year then ended (the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein. Except as set forth in the Financial Statements, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2007 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in both cases, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in the Financial Statements, the Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.

Changes

Except as publicly disclosed, since December 31, 2007 there has not been:

any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse;

any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted);

any waiver by the Company of a valuable right or of a material debt owed to it;

any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);

any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;

any material change in any compensation arrangement or agreement with any employee;

any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;

any resignation or termination of employment of any key officer of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;

any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;

any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; or

to the best of the Company's knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted).

Representations and Warranties of the Investors

Each Investor hereby represents and warrants that:

Authorization

Such Investor has full power and authority to enter into this Agreement, and such Agreement constitutes a valid and legally binding obligation, enforceable in accordance with its terms and if the Investor is a corporation it has duly completed and executed the Corporate Placee Registration Form attached hereto as Schedule C.

Purchase Entirely for Own Account

This Agreement is made with such Investor in reliance upon such Investor's representation to the Company, which by such Investor's execution of this Agreement such Investor hereby confirms, that the Series A Preferred Stock to be received by such Investor and the Common Stock issuable upon conversion thereof (collectively, the "Securities") will be acquired for investment only for such Investor's own account as principal, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Investor further represents that such Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation's to such person or to any third person, with respect to any of the Securities and that the Investor, if not an individual, was not created or used solely to purchase or hold the Series A Preferred Stock in reliance on certain exemptions from the registration and prospectus requirements.

Disclosure of Information

Such Investor believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Series A Preferred Stock. Such Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Series A Preferred Stock and the business, properties, prospects and financial condition of the Company.

Investment Experience

Such Investor is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and

has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Series A Preferred Stock. If other than an individual, Investor also represents it has not been organized for the purpose of acquiring the Series A Preferred Stock.

Accredited Investor

Such Investor, if a resident of the United States, is an "accredited investor" within the meaning of Securities and Exchange Commission ("SEC") Rule 501 of Regulation D, as presently in effect and has duly completed and executed the U.S. Accredited Investor Certificate attached hereto as Schedule D.

Restricted Securities

Such Investor understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act, only in certain limited circumstances. In this connection, such Investor, if a resident of the United States, represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act and, if a resident of Canada, represents that it is familiar with National Instrument 45-102 of the Canadian Securities Administrators.

Further Limitations on Disposition

Without in any way limiting the representations set forth above, such Investor further agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and, if reasonably requested by the Company, such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition, if in the United States, will not require registration of such shares under the Act or, if in Canada, will be in compliance with the relevant securities legislation in Canada.

Legends

It is understood that the certificates evidencing the Securities may bear one or all of the following legends:

"These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act."; and

"Unless permitted under securities legislation, the holder of this security must not trade the security before [insert the date that is 4 months and a day after the distribution date]."

Further Representations by Foreign Investors

If an Investor is not a United States person, as defined in the relevant securities legislation of the

United States, or is not a resident of Canada, such Investor hereby represents that he or she has satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (i) the legal requirements within his jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Such Investor's subscription and payment for, and his or her continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of his or her jurisdiction.

Tax Advisors

Such Investor has reviewed with such Investor's own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. Each such Investor is relying solely on such advisors and not on any statements or representations of the Company or any of its agents and understands that each such Investor (and not the Company) shall be responsible for such Investor's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Investor Counsel

Such Investor acknowledges that such Investor has had the opportunity to review this Agreement, the schedules attached hereto and the transactions contemplated by this Agreement with such Investor's own legal counsel. Each such Investor is relying solely on such Investor's legal counsel and not on any statements or representations of the Company or any of the Company's agents, including Clark Wilson LLP, for legal advice with respect to this investment or the transactions contemplated by this Agreement.

Conditions of Investor's Obligations at Closing

The obligations of each Investor under subsection 1.1(b) of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against any Investor who does not consent in writing thereto:

Representations and Warranties

The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing.

Performance

The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that arc required to be performed or complied with by it on or before the Closing.

Qualifications

All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance

and sale of the Securities pursuant to this Agreement shall be duly obtained and effective as of the Closing.

Proceedings and Documents

All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to Investors' special counsel, and they shall have received all such counterpart original and certified or other copies of such documents as they may reasonably request.

Conditions of the Company's Obligations at Closing

The obligations of the Company to each Investor under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions by that Investor.

Representations and Warranties

The representations and warranties of the Investor contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

Payment of Purchase Price

The Investor shall have delivered the purchase price specified in Section 1.2, and Investors shall collectively have acquired and paid for at the Closing at least two thousand (2,000) shares of Series A Preferred Stock hereunder.

Qualifications

All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be duly obtained and effective as of the Closing.

Miscellaneous

Voting Rights

Such Investor acknowledges and agrees that such Investor, to the extent permitted by law, irrevocably agrees to vote, for a period of eighteen (18) months commencing from the date of this Agreement, any and all Common Stock it currently has or may subsequently acquire, including any Common Stock acquired upon the conversion of the