Exhibit 4.25





EXHIBIT 4.25


PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT


THIS AGREEMENT dated for reference the 28th day of November, 2001.


BETWEEN

[name], an individual, having his address at [address].

(the "Purchaser")

  


OF THE FIRST PART

AND:

GLOBAL PRECISION MEDICAL INC., a British Columbia corporation, having its
registered and records office at 12406 Wright Ave., Summerland, P.O. Box 1609
British Columbia VOH 1Z0

(the "Issuer")

  


OF THE SECOND PART

WHEREAS:

A.         The Issuer
is listed on the OTCBB Exchange (the "Exchange") and is subject to the
regulatory jurisdiction of the NASDAQ, the United States Securities and Exchange
Commission and the British Columbia Securities Commission.

B.         The
Purchaser, as principal, hereby unconditionally subscribes for and agrees to
purchase the securities of the Issuer, as more particularly described below, at
the subscription price set out upon, and subject to the following terms and
conditions.


NOW THEREFORE this Agreement witnesses that in consideration of the
mutual premises, warranties, covenants and agreements herein contained, the
parties hereto agree as follows:


1.         PURCHASE AND SALE OF UNITS


1.1         On the
Closing, the Purchase will purchase from the Issuer 66.667 units (the "Units"),
priced at US $.75 per Unit, each Unit consisting of one common share in the
capital stock of the Issuer (the "Shares") and half a warrant (the "Warrants")
exercisable for two years. One full Warrant will entitle the Purchaser to
purchase an additional common share in the capital stock of the Issuer at a
price of US $1.00 per share in the first year or at a price of US $2.00 if
exercised in the second year. The Issuer will deliver to the Purchaser
certificates representing the Shares and the Warrants.


2. WARRANTIES


2.1         The Purchaser
acknowledges, represents and warrants that, as at the date given above and at
the Closing, that:

(a)          no prospectus has
been filed by the Issuer with the Commission in connection with the issuance of
the Units, the issuance is exempted from the prospectus requirements of the
Securities Act (British Columbia) (the "Act") or any rules and regulations (the
"Rules") promulgated pursuant to the Act and that:

               
(i)        the Purchaser is restricted from
using most of the civil remedies available under the Act and the Rules;



               
(ii)        the Purchaser may not receive
information that would otherwise be required to be provided to him under the Act
and the Rules; and

               
(iii)        the Issuer is relieved from
certain obligations that would otherwise apply under the Act and the Rules;

(b)        if the purchase of the Units by
the Purchaser is to be made under the exemption from prospectus requirements
available under:

               
(i)        section 74(2)(4) of the Act, then
the Purchaser:

                           
(A)        is not a syndicate, partnership or
other form of unincorporated entity or organization created solely to permit the
purchase of the Units (or other similar purchases) by a group of individuals
whose individual share of the aggregate acquisition cost of the Units is less
than $97,000; and

                           
(B)        if the Purchaser is an individual,
the Purchaser agrees to execute and deliver a Form D to the Issuer;

(c)        the Purchaser is purchasing the
Units as principal and no other person, corporation, firm or other organization
will have a beneficial interest in the Units;

(d)        the Units were not advertised
in printed media of general and regular paid circulation, radio or television;

(e)        no person has made to the
Purchaser any written or oral representations:

               
(i)           that any person
will resell or repurchase the Units;

               
(ii)          that any person will
refund the purchase price of the Units;

               
(iii)         as to the future price or
value of the units; or

               
(iv)         that the shares will be
listed and posted for trading on a stock exchange or that application has been
made to list and post the Shares for trading on a stock exchange other than the
Exchange;

(f)        
    this subscription has not been
solicited in any other manner contrary to the Act or the Rules or the United
States Securities Act of 1933, as amended;

(g)        the Purchaser
is not a "control person " of the Issuer as defined in the Act, will not become
a "control person" by virtue of this purchase of the Units and does not intend
to act in concert with any other person to form a control group;

(h)        the Purchaser
has no knowledge of a "material fact" or "material change" (as those terms are
defined in the Act) in the affairs of the Issuer that has not been generally
disclosed to the public, save knowledge of this particular transaction;

               
(i) the offer made by this subscription is irrevocable and requires acceptance
by the Issuer;

(j)         the Purchaser waives the
need for the Issuer to communicate its acceptance of the purchase of the Units
pursuant to this Agreement; and



(k)       the Purchaser is
aware that the Issuer is planning to use the proceeds of this private placement
for general working capital purposes and any corporate acquisitions deemed
appropriate by the Board of Directors of the Corporation.

2.2        The Issuer represents and
warrants that, as of the date given above and at the Closing:

(a)         the
Issuer and its subsidiaries, if any, are valid and subsisting corporations duly
incorporated and in good standing under the laws of the jurisdictions in which
they are incorporated;

(b)         the
Issuer will reserve or set aside sufficient shares in the treasury of the Issuer
to issue to the Purchaser the Shares and any shares acquired by the Purchaser
upon the exercise of the Warrants;

(c)          the
Issuer is not in default of any reporting requirements.



  

2.3         The warranties contained
in Subsections 2.1 and 2.2 will survive the Closing:


3. CLOSING


3.1         The closing of the
transactions contemplated by this Agreement (the "Closing") will take place
within one business day of the execution of this subscription agreement.

3.2         At Closing, the Issuer
will deliver to the Purchaser the certificates representing the Shares and the
Warrants registered in the name of the Purchaser or its nominee.


4. HOLD PERIOD


4.1        The Purchaser
acknowledges that the Shares and Warrants, and any shares received upon an
exercise of the Warrants, may not be traded for a period of one year from the
date of full payment of the shares and warrants respectively, and after one year
such sale is subject to SEC Rule 144.

4.2        The certificates representing
the Shares and Warrants will contain a legend denoting the restrictions on
transfer imposed under the US Securities Act.


5. MISCELLANEOUS


5.1         Time is of the essence of
this Agreement;

5.2         The parties to this
Agreement may amend this Agreement only in writing.

5.3         The
parties to the Agreement will execute and deliver all documents and procedures
necessary, for the purposes of giving effect to or perfecting the transactions
contemplated by this Agreement.

5.4         This Agreement enures to
the benefit of and is binding upon the parties to this Agreement and their
successors and permitted assigns.

5.5         A party
to this Agreement will give all notice to or other written communications with
the other party to this Agreement concerning this Agreement by hand or by
registered mail addressed to the address given above.



5.6         This Agreement will be
governed by and construed in accordance with the laws of British Columbia.

5.7         This Agreement may be
signed by the Directors of the Corporation and the Purchaser in as many
counterparts as may be necessary, each of which so signed shall be deemed to be
an original and such counterparts together shall constitute one and the same
instrument, and notwithstanding the date of execution shall be deemed to bear
the date as set forth above.


IN WITNESS WHEREOF this Agreement has been executed as at the date above
written.

 


  
  	/s/ [name]
	)	 
	was hereunto
      affixed in the   

      presence of: 

      /s/
	)

      )

      )

 	 
	Authorized Signatory	 	 
	

 	 	 
	THE CORPORATE SEAL OF

      GLOBAL PRECISION 

      MEDICAL INC. was hereto 

      affixed in the presence of:  

      

      /s/ LINDSAY SEMPLE
	)

      )

      )

      )

      )

      )

      )	          
      c/s
	 	 	 
	 	 	 
	/s/ BORIS WEISS
	)	 
	Authorized Signatory