General Security Agreement

“Act” means the Personal Property Security Act of British Columbia and the regulations thereunder, as amended, restated or replaced by successor legislation of comparable effect.

“Agreement” or “this Agreement” means this Agreement including all recitals and schedules hereto. as modified, amended, restated or replaced from time to time.

“Collateral” means all of the Debtor’s present and after-acquired personal property and interests therein of every nature and kind and wherever situate, including all personal property and interests therein now or hereafter held by the Debtor in trust for any person(s) or by any person(s) in trust for the Debtor. including all proceeds (including proceeds) derived therefrom that are present or after-acquired personal property or other assets or undertakings of any nature or kind, tangible or intangible, legal or equitable, wherever the same may be situate,

(including proceeds derived directly or indirectly from any dealing with the personal property charged hereby (including proceeds), all rights to insurance payments and other payments as indemnity or compensation for loss thereof or damage thereto, and all payments made in total or partial discharge or redemption of securities, instruments, chattel paper or intangibles (including accounts) comprised therein).

“Debtor” means the party so described above and its successors and assigns, whether immediate or derivative.

“Encumbrances” means all security interests, assignments, mortgages, hypothecs, pledges, liens, claims, charges, (whether fixed or floating), or encumbrances whatsoever.

“Events of Default” means the events of default described in Article 7 of this Agreement and “Event of Default” means any one of them.

“Intellectual Property” in respect of a Person means present and after acquired intellectual or industrial property of that Person, including, without limitation, all patents, patent applications, inventions, copyright (whether registered or not), copyright applications, trademarks, (whether registered or not), trademark applications, trade names, moral and personality rights, industrial designs (whether registered or not), industrial design applications, trade secrets, know- how, confidential and other proprietary information, and contractual rights and any and all covenants not to compete in favour of that Person, and all income, royalties, damages, payments and claims now and hereafter due and or payable to that Person with respect thereto.

“Obligants” means the Debtor and all (other) Persons who are from time to time liable to the Secured Parties for the payment, observance or performance of the whole or any portion of the Secured Obligations, whether directly or indirectly, absolutely or contingently, jointly, severally or jointly and severally and includes all Persons who from time to time otherwise become liable for, or who agree to indemnify the Secured Parties for any loss, costs or damages as a result of the failure of any other Persons to pay, observe or perform any of the Secured Obligations and “Obligant” means any of them.

“Other Document” means any instrument or document other than this Agreement which evidences or secures the payment, observance, observance and performance of the Secured Obligations in whole or in part.

“Persons” or “Person” means and includes any individual, sole proprietorship, corporation, partnership, bank, joint venture, trust, unincorporated association, association, institution, entity, party or government (whether national, federal, provincial, state, municipal, city, county or otherwise and including any instrumentality, division, agency, body or department thereof).

“Permitted Encumbrances” means as of any particular time in respect of any particular Collateral, any of the following:

any Encumbrance in favour of the Secured Parties; and

any Encumbrance described or referred to in Schedule “A” hereto.

“Secured Obligations” means the obligations of Stockhouse Inc. to the Secured Parties pursuant to the Debenture Purchase Agreements dated October <>, 2008 (including all future advances and re-advances), whether direct or indirect, absolute or contingent, joint, several or joint and several, matured or not, extended or renewed, wherever and however incurred, of whatever nature or kind and whether or not evidenced or secured by any Other Document, or provided for herein.

“Secured Parties” means the parties so described above and their successors and assigns, whether immediate or derivative.

Fixed Security Interest: the Debtor:

grants to the Secured Parties (who take from the Debtor) a continuing security interest in the Collateral;

grants, mortgages and charges the Collateral to the Secured Parties by way of a fixed and specific charge; and

absolutely assigns the Collateral to the Secured Parties.

Intellectual Property: without limiting the generality of the foregoing, the Debtor grants to the Secured Parties, by way of a mortgage and charge, a security interest in all its Intellectual Property and all proceeds thereof and therefrom, renewals thereof, accessions thereto and substitutions therefor.

Last 10 Days of Lease: the last 10 days of the term created by any lease or agreement therefor (but the Debtor shall stand possessed of the reversion thereby

remaining upon trust to assign and dispose thereof to any third party as the Secured Parties shall direct);

Consumer Goods: any consumer goods of the Debtor; and

Agreements Requiring Consent: with respect to each agreement or other asset that requires the consent or approval of another party thereto for the creation of a security interest or charge therein, the security interests or charges created hereby will not become effective therein until all such consents or approvals have been obtained, or until such other assurances as may be acceptable to the Secured Parties have been received, but until then the Debtor shall stand possessed of such asset in trust to dispose of as the Secured Parties may direct.

Incorporation: The Debtor, if a body corporate, is duly incorporated, properly organized and validly existing under the laws of the Province of British Columbia.

Power and Authority: The Debtor has full power and lawful authority:

to own real and personal property; and

to borrow and guarantee the repayment of money and grant security therefor (including this Agreement and the security interest hereby created).

Proceedings and Enforceability: The Debtor, if a body corporate or partnership, represents and warrants that this Agreement is granted in accordance with resolutions of the directors (and of the shareholders as applicable) or the partners, as the case may be, of the Debtor or the general partner of the Debtor as the case may be and all other matters and things have been done and performed so as to authorize and make the execution and delivery of this Agreement and the performance of the Secured Obligations hereunder, a valid and legally binding obligation of the Debtor enforceable in accordance with its terms, subject only to bankruptcy, insolvency or other statutes or judicial decisions affecting the enforcement of creditors’ rights generally and to general principles of equity.

No Actions or Material Adverse Changes: There is no action or proceeding pending or, to the knowledge of the Debtor, threatened against the Debtor before any court, administrative agency, tribunal, arbitrator, government or governmental agency, and there is no fact known to the Debtor and not disclosed to the Secured Parties which might involve any material adverse change in the properties, business, prospects or condition of the Debtor, or which question the validity of this Agreement or any other material agreement to which the Debtor is a party (or the Debtor’s ability to perform its obligations under this Agreement) and there are no outstanding judgments, writs of execution, work orders, injunctions, directives against the Debtor or its properties;

Non-Conflict: Neither the execution nor the performance of this Agreement requires the approval of any regulatory agency having jurisdiction over the Debtor nor is this Agreement in contravention of or in conflict with the articles, by-laws or resolutions of the directors (or shareholders) of the Debtor, or of the provisions of any agreement to which the Debtor is a party or by which any of its property may be bound or of any statute, regulation, by-law, ordinance or other law, or of any judgment, decree, award, ruling or order to which the Debtor or any of its property may be subject.

No Default: The Debtor is not in breach or default under any agreement to which it is a party which if not cured would have a material adverse effect upon the Debtor or the Collateral.

No Liens: Except for Permitted Encumbrances, the Debtor has paid and discharged all claims and demands of all employees, contractors, subcontractors, material men, mechanics, carriers, warehousemen, landlords, and other like

persons, and all governmental taxes, assessments, withholdings, remittances, charges, levies, and claims levied or imposed, which, if unpaid, become or might become an Encumbrance upon any or all of the properties, assets, earnings, or operations of the Debtor.

Ownership and Collateral Free of Encumbrances: The Debtor is the owner of or has rights in the Collateral free and clear of all Encumbrances whatsoever save only Permitted Encumbrances. The Debtor has not, within the last 60 days, acquired rights in the Collateral from a vendor, lessor or other person where its chief executive office or principal residence is, or within the last 60 days has been, located outside of British Columbia.

No Other Corporate Names or Styles: The Debtor does not now carry on business under or use any name or style other than the names specified in this Agreement.

Insurance: The Collateral is insured in accordance with the terms hereof.

Legal and Trade Names: Each name of the Debtor (including its name in any French or combined English-French form) is set out on the first page hereof, and the Debtor has not had, used, or carried on business under, and will not at any time have, use or carry on business under any other name (including any French or combined English-French form) except upon giving 15 days’ prior written notice to the Secured Parties.

Solvency: the assets of the Debtor exceeds its liabilities and the Debtor is able to meet its obligations as the same become due.

Compliance with Secured Obligations: The Debtor shall strictly comply with all of the Secured Obligations.

Use of Advances: All advances, including future advances, advanced or extended by the Secured Parties to or for the benefit of the Debtor shall be used in the ordinary course of the Debtor’s business for the purposes agreed to by the Secured Parties and for no other purpose, and the Debtor shall supply the Secured Parties with such evidence as it may reasonably request from time to time as to the application of such advances.

Keep Collateral in Good Repair: The Debtor shall keep the Collateral in good order, condition and repair.

Conduct of Business: The Debtor shall carry on and conduct its affairs in a proper and efficient manner so as to protect and preserve the Collateral.

Payment of Other Sums Due: The Debtor shall pay when due all amounts which are payable by it in connection with the Collateral, howsoever arising, including without limiting the generality of the foregoing, all rents, charges, taxes, rates, levies, assessments, fees and duties of every nature which may be levied, assessed or imposed against or in respect of the Collateral or the Debtor and shall provide the Secured Parties with evidence of such payment upon request.

Notice of Encumbrances and Proceedings: The Debtor shall promptly notify the Secured Parties of any Encumbrance made or asserted against any of the Collateral, and of any suit, action or proceeding affecting any of the Collateral or which could affect the Debtor. The Debtor shall, at its own expense, defend the Collateral against any and all Encumbrances (other than any Permitted Encumbrances) and against any and all such suits, actions or proceedings.

No Accessions or Fixtures: The Debtor shall prevent the Collateral from becoming an accession to any property other than other items of the Collateral or from becoming a Fixture unless the security interests hereby created rank prior to the interests of all other persons in the applicable property.

Marking the Collateral: The Debtor shall, at the request of the Secured Parties, mark, or otherwise take appropriate steps to identify, the Collateral to indicate clearly that it is subject to the security interests hereby created.

Notice of Loss of Collateral: The Debtor shall give immediate written notice to the Secured Parties of all loss or damage to or loss or possession of the Collateral otherwise than by disposition in accordance with the terms hereof.

Inspection of Records and Collateral: The Debtor shall at all times:

keep accurate and complete records of the Collateral as well as proper books of account for its business all in accordance with generally accepted accounting principles, consistently applied; and

permit the Secured Parties or their authorized agents to have access to all premises occupied by the Debtor or any place where the Collateral may be found to inspect the Collateral and to examine the books of accounts, financial records and reports of the Debtor and to have temporary custody of, make copies of and take extracts from such books, records and reports.

Access to Computer Information: In the event that the use of a computer system is required to access any information and data which the Secured Parties are entitled to access and examine hereunder, the Debtor shall allow the Secured Parties the use of its computer system for such purpose and shall provide assistance in that regard. If for any reason such information and data cannot be accessed and retrieved at the Debtor premises, the Secured Parties may remove the medium in which such information or data is stored from the Debtor’s premises to any other place which has a computer system that will give the

Secured Parties the opportunity to retrieve, record or copy such information and data. The Secured Parties are hereby authorized to reproduce and retain a copy of any such information and data in any format whatsoever.

Delivery of Documents: The Debtor shall promptly deliver to the Secured Parties upon request:

all policies and certificates of insurance relating to the Collateral;

any documents of title and instruments representing or relating to the Collateral;

a list of the Collateral, specifying make, model, name of manufacturer and serial number, where applicable, for each item of the Collateral; and

such information concerning the Collateral, the Debtor and the Debtor’s operations and affairs as the Secured Parties may request.

Risk and Insurance: The Debtor shall bear the sole risk of any loss, damage, destruction or confiscation of or to the Collateral during the Debtor’s possession hereunder or otherwise after default hereunder. The Debtor shall insure the Collateral with insurers acceptable to the Secured Parties against loss or damage by fire, theft or other insurable perils customarily insured against by persons having an interest in such Collateral for the full insurable value thereof with the Secured Parties as named insureds and with loss payable to the Secured Parties as its interest may appear. All such policies of insurance will provide that the insurance coverage provided thereunder shall not be changed or cancelled except on 30 days’ prior written notice to the Secured Parties. If the Debtor fails to so insure, the Secured Parties may, but shall not be required to, insure the Collateral and the premiums for such insurance will be added to the Secured Obligations and be secured hereby.

Proceeds in Trust: The Debtor shall hold all proceeds in trust, separate and apart from other money, instruments or property, for the benefit of the Secured Parties until all amounts owing by the Debtor to the Secured Parties have been paid in full.

Reliance and Survival: All representations and warranties of the Debtor made herein or in any certificate or other document delivered by or on behalf of the Debtor for the benefit of the Secured Parties are material, will survive the execution and delivery of this Agreement and will continue in full force and effect without time limit. The Secured Parties are deemed to have relied upon each such representation and warranty notwithstanding any investigation made by or on behalf of the Secured Parties at any time.

Compliance with Agreements and Laws: The Debtor shall not use the Collateral in violation of this Agreement or any other agreement relating to the Collateral or any policy insuring the Collateral or any applicable statute, law, by- law, rule, regulation, court order or ordinance.

Disposition of Collateral: Except as hereinafter provided, the Debtor shall not, without the prior written consent of the Secured Parties:

assign, sell, lease, exchange, or otherwise dispose of the Collateral or any interest therein; or

release, surrender or abandon possession of any of the Collateral; or

move or transfer the Collateral from its present location,

provided that so long as no Event of Default remains outstanding, the Debtor may sell or lease inventory in the ordinary course of business and for the purpose of carrying on the same, and subject to the provisions of Section 8.1(a) hereof use monies available to the Debtor.

For any item of the Collateral which has become worn out, damaged or otherwise unsuitable for its purpose, the Debtor may substitute for such item property of equal value free from all Encumbrances except Permitted Encumbrances. All substituted property shall become part of the Collateral as soon as the Debtor acquires any interest in it. The Debtor shall give immediate written notice to the Secured Parties of the occurrence of any event referred to in this paragraph.

Encumbrances: The Debtor shall not create, assume or suffer to exist any Encumbrance in, of or on any of the Collateral except for Permitted Encumbrances.

Change of Name: The Debtor shall not change its name without giving to the Secured Parties 20 days’ prior written notice of the change.

Serial Numbered Goods: Upon the Debtor’s acquisition of rights in additional serial numbered goods which are not inventory, or upon repossession by or return to the Debtor of any such goods, the Debtor shall immediately give the Secured Parties written notice of full particulars thereof.

Liability for Deficiency: If the aggregate sum realized as a result of any realization pursuant hereto is not sufficient to pay the whole amount of the Secured Obligations, the Debtor shall forthwith pay to the Secured Parties the full amount of the deficiency plus interest thereon at the rate or rates applicable to the Secured Obligations.

Notification: The Debtor shall notify the Secured Parties promptly of:

Scheduled Information: Any change in the information contained herein or in the Schedules hereto relating to the Debtor, the Debtor’s name, the Debtor’s business or the Collateral.

Acquisitions: The details of any significant acquisition of Collateral.

Litigation: The details of any claims or litigation affecting the Debtor or the Collateral.

Account Debtors: Any default by any Account Debtor in payment or other performance of obligations of that Person comprised in the Collateral.

Return of Collateral: The return to, or repossession by, the Debtor of Collateral.

Payments: The Debtor shall forthwith pay:

Employee obligations: All obligations to its employees and all obligations to others which relate to its employees when due, including, without limitation, all taxes, duties, levies, government fees, claims and dues related to its employees.

Taxes: All taxes, assessments, rates, duties, levies, government fees, claims and dues lawfully levied, assessed or imposed upon it or the Collateral when due, unless The Debtor shall in good faith contests its obligations so to pay and furnishes such security as the Secured Parties may require.

Prior Encumbrances: All Encumbrances which rank or could in any event rank in priority to or pari passu with the security constituted by this Agreement.

Deliveries: The Debtor shall deliver to the Secured Parties from time to time promptly upon written request:

Documents of Title, Instruments, Securities and Chattel Paper: Any documents of title, instruments, securities and chattel paper comprised in or relating to the Collateral.

Books of Account and Records: All books of account and all records, ledgers, reports, correspondence, schedules, documents, statements, lists and other writings relating to the Collateral for the purpose of inspecting, auditing or copying the same.

Financial Statements: All financial statements prepared by or for the Debtor regarding the Debtor’s business.

Insurance Policies: All policies and certificates of insurance relating to the Collateral.

Serial Number: A list of the Collateral, specifying make, model, name of manufacturer and serial number, where applicable, for each item of the Collateral.

Other Information: such information concerning the Collateral, the Debtor and Debtor’s business and affairs as the Secured Parties may reasonably require.

Intellectual Property: The Debtor shall:

Registration of present Intellectual Property: Where commercially reasonable, apply to file applications and complete registrations on any of its present Intellectual Property which is not currently protected by an application or registration, including any and all improvements to Intellectual Property and, where commercially reasonable, apply to file registrations on unregistered trade-marks in Canada and the United States;

Registration of after acquired Intellectual Property: Apply to file applications and complete registrations of all Intellectual Property hereafter acquired by it in all jurisdictions where commercially reasonable;

Maintain Records: Keep up-to-date witnessed records regarding its Intellectual Property;

Confidentiality Agreements: Enter into confidentiality agreements with employees and other third parties who may invent, create, discover, author and/or reduce to practice Intellectual Property for the Debtor and who may have access to confidential information of the Debtor;

License/Assignment Agreements: Ensure that all Intellectual Property hereafter acquired by it from third parties is properly acquired by way of a written license agreement or assignment;

List of unregistered trade marks etc.: Provide, upon written request by the Secured Parties, a list of all of its registered and unregistered trade-marks, patent applications, issued patents, copyright, industrial designs and other Intellectual Property; and

Mark Products: Mark all of its products and advertising appropriately to maintain the validity of all of its Intellectual Property rights.

if there is a default or a breach by the Debtor (or by any other Person bound hereby) of any covenant, agreement, term, condition, stipulation or provision contained herein; or

if any representation or warranty contained herein or in any certificate, declaration, application or other instrument delivered pursuant hereto, is found at any time to be incorrect in any material respect; or

if at any time there is an event of default or a breach by any Obligant under any Other Document; or

if an Obligant becomes bankrupt or insolvent or makes or demonstrates an intention to make an assignment for the benefit of its creditors or makes a proposal or takes advantage of any provision of the Bankruptcy and Insolvency Act of Canada or any other legislation for the benefit of the insolvent debtors; or

if any proceedings with respect to an Obligant are commenced under the compromise or arrangement provisions of any applicable legislation, or an Obligant enters into an arrangement or compromise with any or all of its creditors pursuant to such provisions or otherwise; or

if a receiver or receiver-manager is appointed by a Court or any other Person in respect of any Obligant, or any part of the Collateral; or

if the Debtor or any other Person who becomes an owner of an interest in any of the Collateral while this Agreement is in effect, without the prior consent in writing of the Secured Parties, grants or purposes to grant an Encumbrance upon or in respect of that Collateral other than pursuant to this Agreement or a Permitted Encumbrance; or

if any execution, sequestration, extent or any other process of any other kind is levied or enforced upon or against the Collateral or any part thereof by any Person other than the Secured Parties and remains unsatisfied for a period of 10 days; or

if the holder (other than the Secured Parties) of any Encumbrance against any of the Collateral does anything to enforce or realize on such Encumbrance; or

if in the opinion of the Secured Parties a material portion of the Collateral is lost, damaged or destroyed; or

if an Obligant ceases, or threatens to cease, to carry on his, her or its business as the same is conducted by that Obligant from time to time; or

if any of the moneys secured under this Agreement as part of the Secured Obligations are used for any purpose other than as declared to and agreed upon by the Secured Parties; or

if an Obligant is a corporation and:

it authorizes the purchase or charging of a majority of its shares without the prior written consent of the Secured Parties; or

one of its members commences an action against it which action relates to the Secured Obligations, or gives a notice of dissent in accordance with the provisions of the Business Corporations Act of British Columbia, or amendments thereto or a similar notice by a shareholder under other applicable legislation; or

it carries on any business that it is restricted from carrying on by its constating documents; or

an order is made, a resolution is passed or a motion is filed for its liquidation, dissolution or winding-up; or

there is any change in its beneficial ownership of its shares from the ownership of same which exists as of the date of the execution of this Agreement by the Debtor; or

if an Obligant who is an individual dies or is declared incompetent by a court of competent jurisdiction; or

if in the opinion of the Secured Parties, any material portion of the Collateral becomes the subject of expropriation proceedings; or

if in the opinion of the Secured Parties:

there is or has been a material adverse change in the financial condition of an Obligant or in the value of the Collateral and the property, assets and undertakings charged by the Other Document; or

the prospect for payment, observance and performance of all or any part of the Secured Obligations is impaired or is about to be placed in jeopardy.

Inspection and Records: to inspect the Collateral whenever the Secured Parties consider it appropriate to do so, and to inspect, review, audit and copy any or all information relating thereto or to the Collateral or to any other transactions

between the parties hereto wherever and however such information is stored, and for such purposes may at any time with or without notice enter into and upon any lands, buildings and premises where the Collateral or any such information is or may be;

Set-Off: to set off the Secured Obligations against any or all debts and liabilities, direct and indirect, absolute and contingent, in any currency, now existing or hereafter incurred by the Secured Parties in any capacity in favour of the Debtor;

Perfection of Charges: to file such financing statements, financing change statements and Other Document and do such other acts, matters and things (including completing and adding schedules hereto identifying the Collateral or any permitted liens affecting the Collateral or identifying the locations at which the Debtor’s business is carried on and where the Collateral and records relating thereto are situate) as the Secured Parties may consider appropriate to perfect, preserve, continue and realize upon the security interest created hereby, all without the consent of or notice to the Debtor; and

Extensions and Other Indulgences: to grant extensions of time and other indulgences, take and give up security, accept compositions, compound, compromise, settle, grant releases and discharges, refrain from perfecting or maintaining perfection of Encumbrances, and otherwise deal with the Debtor and other obligors of the Debtor, sureties and others and with the Collateral and Encumbrances as the Secured Parties may consider appropriate, all without prejudice to the liability of the Debtor or the Secured Parties’ rights to hold and realize on the security interest created hereby.

Withhold Advances: to withhold any or all advances, including future advances;

Accelerate Secured Obligations: to declare any or all of the Secured Obligations to be immediately due and payable;

Enter and Take Possession: to take possession of the Collateral and to collect and get in the same, and for such purposes may at any time, with or without notice or legal process and to the exclusion of all others including the Debtor and its servants, agents and employees, enter into and upon, use and occupy any lands, buildings and premises wheresoever and whatsoever, where the Collateral is or may be located and do any act and take any proceedings in the name of the Debtor or otherwise, as the Secured Parties may consider appropriate, and the Debtor hereby waives and releases the Secured Parties and any Receiver from any and all claims in connection therewith or arising therefrom;

Receive Payments: to receive income, rents, profits, increases, payments, damages and proceeds from and in respect of the Collateral and to demand, collect (by legal proceedings or otherwise), endorse, sue on, enforce, realize, recover, receive and get in the same, and for such purposes may give valid and binding receipts and discharges therefor and in respect thereof and may do any act and take any proceedings in the name of the Debtor or otherwise as the Secured Parties may consider appropriate;

Control of Proceeds: to take control of any or all proceeds where the Collateral (including proceeds) is dealt with or otherwise gives rise to proceeds;

Use and Protection of the Collateral: to use, hold, insure, preserve, repair, process, maintain, protect and prepare the Collateral for disposition and to renew or replace such of the Collateral as may be worn out, lost or otherwise unserviceable, in the manner and to the extent that the Secured Parties may consider appropriate;

Disposition of the Collateral: to sell, lease, rent or otherwise dispose of or concur in the sale, lease, rental or other disposition of the Collateral, whether in or out of the ordinary course of business, by private or public sale, lease or other disposition, with or without notice, advertising or any other formality, either for cash or in any manner involving deferred payment in whole or in part, at such time or times and upon such terms and conditions as the Secured Parties may consider appropriate and for such prices or consideration as can reasonably be obtained at such time therefor, and to carry any such disposition into effect by conveying title and executing agreements and assurances in the name of the Debtor or otherwise as the Secured Parties may consider appropriate, and to make any stipulations as to title or conveyance or commencement of title or otherwise as the Secured Parties may consider appropriate, and to buy in or rescind or vary any contract for the disposition of the Collateral and to re-dispose of the same without being answerable for any loss occasioned thereby;

Exercise and Enforcement of Debtor’s Rights: to exercise as to the Collateral any or all of the rights, remedies and powers of the Debtor, and to enforce the observance and performance by others of all other obligations and liabilities under or in respect of the Collateral;

Payment of Liabilities: to pay any or all debts and liabilities in connection with the Collateral;

Arrangements: to enter into any compromise, extension, reorganization, deposit, merger or consolidation agreement or similar arrangement in any way relating to or affecting the Collateral, and in connection therewith may deposit, exchange or surrender control of the Collateral and accept other property upon such terms as the Secured Parties may consider appropriate, and either with or without payment or exchange of Money for equality of exchange or otherwise;

Institution and Defence of Actions: to institute and prosecute all suits, proceedings and actions which the Secured Parties may consider necessary or advisable for the proper protection or enforcement of the Collateral, and to defend

all suits, proceedings and actions against the Debtor, and to appear in and conduct the prosecution and defence of any suit, proceeding or action then pending or thereafter instituted, and to appeal any suit, proceeding or action;

Foreclosure: to exercise its rights under the Act, as amended from time to time, to give notice of a proposal to take, and to subsequently take, the Collateral in satisfaction of the Secured Obligations;

Other Means of Enforcement: to otherwise enforce this Agreement and realize upon the security interest created hereby by any method permitted by law, including by bringing action to recover a judgment or by taking proceedings to obtain a certificate under the Creditor Assistance Act of British Columbia against the Debtor, and to do all such other acts and things as it may consider incidental or conducive to any of its rights, remedies and powers; and

Appointment of Receiver: to appoint by instrument in writing with or without bond, or to take proceedings in any court of competent jurisdiction for the appointment of, a receiver or receiver manager of the Debtor or the Collateral, including all or any part or parts of the undertaking and business or businesses of the Debtor, and to remove any receiver or receiver manager appointed by the Secured Parties and to appoint another in his stead, (and any person so appointed, whether by the Secured Parties or a court, will be referred to herein as the “Receiver”).

Carry on Business: To carry on or concur in carrying on all or any part of the business or businesses of the Debtor.

Employ Agents: To employ and discharge such agents, managers, clerks, lawyers, accountants, servants, workmen and others upon such terms and with such salaries, wages or remuneration as the Receiver may consider appropriate.

Raise Funds and Grant Security: To borrow or otherwise raise on the security of the Collateral or otherwise any sum or sums of money required for the seizure, retaking, repossession, holding, insuring, repairing, processing, maintaining, protecting, preparing for disposition and disposing of the Collateral, or for the carrying on of all or any part of the business or businesses of the Debtor, or to complete any construction or repair of lands owned by the Debtor or any part thereof, or for any other enforcement of this Agreement, in such sum or sums as will in the opinion of the Receiver be sufficient for obtaining the amounts from time to time required, and in so doing may issue certificates which may be payable either to order or to bearer and may be payable at such time or times as the Receiver may consider appropriate and may bear interest as stated therein, and

the amounts from time to time payable by virtue of such certificates will form an Encumbrance in and upon the Collateral in priority to the security interest created hereby.

Other Rights: to exercise any or all rights, remedies and powers conferred or delegated by the Secured Parties.

Failure to Exercise: Neither the Secured Parties nor any Receiver will be liable or accountable for any failure to exercise its rights, remedies or powers.

Receiver is Debtor’s Agent: The Receiver will be deemed the agent of the Debtor and not the agent of the Secured Parties, and the Debtor shall be solely responsible for the acts and defaults of the Receiver and for its remuneration, costs, charges and expenses, and the Secured Parties will not in any way be responsible for any misconduct, negligence or nonfeasance on the part of the Receiver or its servants, agents or employees.

Receiver’s Liability: The Receiver will not be liable for any loss unless it is caused by the Receiver’s own negligence or wilful default.

Accountability for Payments Received: Each of the Secured Parties and any Receiver will only be accountable for and charged with any monies they actually receive.

Not Liable Under the Collateral: This Agreement and the security interest created hereby will not impair or diminish any obligation or liability of the Debtor or any other party or parties under or in respect of the Collateral, and, except as may be provided in the Act, no obligation or liability under or in respect of the Collateral will be imposed upon or incurred by the Secured Parties by virtue of this Agreement or the security interest created hereby.

Not a Mortgagee in Possession: Neither the provisions of this Agreement nor anything done under or pursuant to the rights, remedies and powers conferred upon the Secured Parties and the Receiver, whether hereunder or otherwise, will render the Secured Parties a mortgagee in possession.

No Duty to Take Steps: Neither the Secured Parties nor any Receiver will be bound to collect, dispose of, realize, enforce or sell any securities, instruments, chattel paper or intangibles (including any accounts) comprised in the Collateral or to allow any such Collateral to be sold or disposed of, nor will it be responsible for any loss occasioned by any such sale or other dealing or for any failure to sell or so act, nor will it be responsible for any failure to take necessary steps to preserve rights against others in respect of such Collateral nor bound to present, protest or give any notice in connection with any such Collateral nor to perform any act to prevent prescription thereof nor to protect any such Collateral from depreciating in value or becoming worthless, nor will it be responsible for any loss occasioned by the failure to exercise any rights in respect of such Collateral within the time limited for the exercise thereof.

No Duty to Keep Property Separate: Neither the Secured Parties nor the Receiver will be obligated to keep the Collateral separate or identifiable.

No Responsibility for Debt: The Secured Parties will not be responsible or liable for any debts contracted by it, for damages to persons or property or for salaries or non-fulfilment of contracts during any period when the Secured Parties will manage the Collateral upon entry of the business of the Debtor, as herein provided, nor will the Secured Parties be liable to account as mortgagee in possession or for anything except actual receipts or be liable for any loss or realization or for any default or omission for which a mortgagee in possession may be liable.

No Requirement to Perform: The Secured Parties will not be bound to do, observe or perform or to see to the observance or performance by the Debtor of any obligations or covenants imposed upon the Debtor nor will the Secured Parties, in the case of securities, instruments or chattel paper, be obliged to reserve rights against other persons, nor will the Secured Parties be obliged to keep any of the Collateral identifiable.

Waiver: The Debtor hereby waives any applicable provision of law permitted to be waived by it which imposes higher or greater obligations upon the Secured Parties other than provided in this Agreement.

Receiver’s Costs: Firstly, to the payment of all costs, charges and expenses of and incidental to the appointment of any Receiver and the exercise by the Receiver of any or all of its rights, remedies and powers with respect to the Debtor, the Collateral and this Agreement, including the remuneration of the Receiver and all amounts properly payable by the Receiver together with all legal costs in respect thereof on a solicitor and his own client basis.

Costs of Repossession and Disposition: Secondly, to the payment of all costs, charges and expenses incurred or paid in connection with seizing, repossessing, collecting, holding, repairing, processing, preparing for disposition and disposing of the Collateral and any other expenses of enforcing this Agreement incurred by the Secured Parties (including legal fees on a solicitor and his own client basis and all taxes, costs and charges in respect of the Collateral).

Secured Obligations: Thirdly, to the payment of the Secured Obligations.

Surplus: Fourthly, any surplus will, subject to the rights of any other creditors of the Debtor, be paid to the Debtor.

inspecting the Collateral;

negotiating, preparing, perfecting and registering this Agreement or any renewal or modification hereof, including the renewal of registration of any financing statement registered or land title office notice filed in connection with the security interests hereby created;

the enforcement of and advice with respect to this Agreement;

the realization, disposition of, retention, protection, insuring or collection of any Collateral; and

the protection or enforcement of the rights, remedies and powers of the Secured Parties or any Receiver.

any circumstance, including any set-off, compensation, counterclaim, recoupment, defence or other right which the Debtor may now or hereafter have against the Secured Parties or any one or more others for any reason whatsoever; or

any insolvency, bankruptcy, reorganization or similar proceedings by or against the Debtor.

in the case of the Secured Parties, addressed as follows:

[<> NTD: insert names and addresses of secured parties]

in the case of the Debtor, addressed as follows:

STOCKGROUP MEDIA INC.

Suite 500 - 750 West Pender Street
Vancouver, BC V6C 2T7

Attention: President

Fax No: (604) 331-1194

with a copy to:

CLARK WILSON LLP

Barristers & Solicitors

Suite 800 – 885 West Georgia Street
Vancouver, B.C. V6C 3H1

Attention:        Stewart Muglich

Fax No:               ###-###-####

each and every warranty, representation, covenant, agreement, term, condition, provision and stipulation; and

each and every Security Interest and other charge created hereby,

Encumbrances perfected by Financing Statement(s) registered in the British Columbia Personal Property Registry as of October 23, 2008 against any one or more of the Persons comprising the Debtor.