EXHIBIT 4.02 - FORM OF SUBSCRIPTION AGREEMENT - VARIOUS PLACEES

THE COMMON  SHARES  SUBSCRIBED  FOR HEREIN  HAVE NOT BEEN  REGISTERED  UNDER THE
UNITED STATES  SECURITIES  ACT OF 1933,  AS AMENDED,  OR ANY UNITED STATES STATE
SECURITIES  LAWS  AND  MAY NOT BE SOLD OR  TRANSFERRED  IN THE  ABSENCE  OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, AND APPLICABLE UNITED STATES STATE SECURITIES LAWS.

                         SUBSCRIPTION FOR COMMON SHARES
                         ------------------------------

TO:      Archangel Diamond Corporation             Subscription Agreement #_____
         #1440 - 717 Seventeenth Street
         Denver, Colorado U.S.A                                 Date: __________
         80202
         Attention:  Gary Davis, Chief Financial Officer
         -----------------------------------------------

The undersigned (hereinafter referred to as the "Subscriber") hereby irrevocably
tenders this offer which,  upon  acceptance in its sole  discretion by Archangel
Diamond Corporation (the "Company"),  shall constitute a subscription  agreement
on the part of the  Subscriber  to  subscribe,  purchase and pay for, and on the
part of the Company, to issue and sell to the Subscriber,  such number of Common
shares of the Company (the  "Common  Shares")  for such  aggregate  subscription
amount as set out below, at a price of $0.10 per Common Shares, all on the terms
and  subject  to the  conditions  set  forth in the  "Terms  and  Conditions  of
Subscription  for Common  Shares"  attached  hereto,  which  forms a part hereof
(collectively, the "Subscription Agreement").


_______________________________________________________
Name of Subscriber (please print)


By:____________________________________________________
    Signature of Subscriber or authorised signatory


_______________________________________________________
Official Capacity or Title (if applicable, please print)



_______________________________________________________
(Please print name of individual whose signature appears
above if different than the name of the subscriber
printed above.)



_______________________________________________________
Subscriber's Address

_______________________________________________________


_______________________________________________________

(    )
_______________________________________________________
Telephone Number



 Number of Common Shares: _____________________________
                         (to be completed by Subscriber)

 Subscription Amount: $________________________________

                         (to be completed by Subscriber)


 Social Insurance No. or Federal Corporate/Business
 Account No.: _________________________________________



If the Subscriber is signing as agent for a principal and is not a trust company
or, in British  Columbia  or  Alberta,  a  portfolio  manager,  in either  case,
purchasing as trustee or agent for accounts  fully  managed by it,  complete the
following:


_______________________________________________________
Name of Principal (please print)


_______________________________________________________
Principal's Address



         SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
         ---------------------------------------------------------------

To be completed ONLY if the  certificates for the Common To be completed ONLY if
the  certificates  for the Common Shares are to be issued in the name of someone
other  than  Shares  are to be sent to  someone  other  than the the  persons(s)
indicated above under "Name of Subscriber)".  Subscriber or to the Subscriber at
an address other than o Register certificates as follows: that appearing above.

[ ] Mail certificates as follows:
    -----------------------------

_______________________________________________________
Name

_______________________________________________________
Address


(          )

_______________________________________________________
Telephone


[ ] Hold certificates for pick-up at the offices of the Company.


                                Please complete required disclosure on next page


<PAGE>


--------------------------------------------------------------------------------
                              SUBSCRIBER DISCLOSURE

    (Subscribers should ensure that all blanks herein are completed prior to
                            delivery to the Company)

(1)  Ownership of Voting Stock. The Subscriber (select one):
     [ ]      owns  directly or  indirectly,  or exercises  control or direction
              over,  no common  shares in the  capital  stock of the  Company or
              securities  convertible into common shares in the capital stock of
              the Company; or
     [ ]      owns  directly or  indirectly,  or exercises  control or direction
              over,  _______________  common  shares in the capital stock of the
              Company and  convertible  securities  entitling the  Subscriber to
              acquire an additional _______________ common shares in the capital
              stock of the Company.
(2)  Insider Status.  The Subscriber (select one):
     --------------
     Note: For the purposes of this paragraph the term  "Insider"  means:  (a) a
     director or senior officer of the Company; (b) a director or senior officer
     of a company that is itself an insider or subsidiary of the Company;  (c) a
     person that  beneficially  owns or controls,  directly or indirectly voting
     shares of the Company  carrying more than 10% of the voting rights attached
     to all the Company's  outstanding  voting shares, or (d) the Company itself
     if it holds any of its own  securities of its own .
     [ ] is an  Insider  of  the  Company  as  defined  in the  policies  of the
     Exchange; or
     [ ] is not an Insider of the  Company  as  defined in the  policies  of the
     Exchange.

(3)  Pro Group Status.  The Subscriber (select one):
     ----------------
     Note:  For the purposes of this  paragraph  the term "Pro Group"  includes,
     either individually or as a group, (a) the member (i.e. a member of the TSX
     Venture  Exchange  under the Exchange  requirements);  (b) employees of the
     member; (c) partners,  officers and directors of the member; (d) affiliates
     of  the  member;   and  (e)  associates  of  any  parties  referred  to  in
     subparagraphs (a) through (d). The Exchange may, in its discretion, include
     a  person  or party  in the Pro  Group  for the  purposes  of a  particular
     calculation where the Exchange  determines that the person is not acting at
     arm's  length of the member and may,  in its  discretion,  exclude a person
     from the Pro Group for the purposes of a particular  calculation  where the
     Exchange  determines  that the  person  is  acting  at arm's  length of the
     member. The member may deem a person who would otherwise be included in the
     Pro Group to be  excluded  from the Pro Group  where the member  determines
     that:  (a) the person is an affiliate or associate of the member  acting at
     arm's length of the member;  (b) the  associate or affiliate has a separate
     corporate and reporting  structure;  (c) there are  sufficient  controls on
     information flowing between the member and the associate or affiliate;  and
     (d) the member maintains a list of such excluded persons.
     [ ] is a member  of the Pro  Group as  defined  in the  policies  of the
     Exchange;  or
     [ ] is not a member  of the Pro Group as  defined  in the  policies  of the
     Exchange.

(4)  Control Person Status.  The Subscriber (select one):
     ---------------------
     Note: For the purposes of this  paragraph the term "control  person" means:
     (a) a person who holds a sufficient number of voting rights attached to all
     outstanding  voting  securities  of the  Company to affect  materially  the
     control of the Company; (b) each person in a combination of persons, acting
     in  concert  by  virtue  of  an  agreement,   arrangement,   commitment  or
     understanding,  which  holds in total a  sufficient  number  of the  voting
     rights  attached to all  outstanding  voting  securities  of the Company to
     affect  materially the control of the Company or a person or combination of
     persons,  acting  in  concert  by  virtue  of  an  agreement,  arrangement,
     commitment  or  understanding,  holding more than 20% of the voting  rights
     attached to all outstanding  voting securities of the Company.
     [ ] is a "control person" of the Company as defined in the B.C.  Securities
     Act,  or shall  become a control  person by virtue of this  purchase of the
     Common Shares; or
     [ ] is not a  "control  person"  of the  Company  as  defined  in the  B.C.
     Securities  Act,  shall  not  become a  control  person  by  virtue of this
     purchase  of the Common  Shares and does not intend to act in concert  with
     any other person to form a control group.

(5)  Non-Individual  Subscribers.  If the Subscriber or any principal thereof is
     ---------------------------
     not an individual, the Subscriber or such principal has (select one):
     [ ]  previously filed with the TSX Venture Exchange Inc. (the "Exchange") a
          Form 4D or Form 4D1,  Corporate Placee  Registration  Form in the form
          accompanying this Subscription Agreement,  and represents and warrants
          that  there  has  been  no  change  to any of the  information  in the
          Corporate Placee  Registration Form previously filed with the Exchange
          up to the date of this Subscription Agreement; or
     [ ]  delivered a completed Form 4D1, Corporate Placee  Registration Form in
          the form accompanying  this Subscription  Agreement to the Company for
          filing   with  the   Exchange   with  this   Subscription   Agreement.

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

ACCEPTANCE:  The Company hereby accepts the above subscription as of the ___ day
of December, 2002.

Archangel Diamond Corporation

By:________________________________________

Title______________________________________



<PAGE>



           THE FOLLOWING ARE THE TERMS AND CONDITIONS OF SUBSCRIPTION
              FOR COMMON SHARES REFERRED TO ON THE FACE PAGE HERETO

1.       Subscription Procedure.

1.1. The  Subscriber  shall deliver a certified  cheque or bank draft payable to
Archangel Diamond  Corporation,  by no later than 10:00 a.m. (Denver time) on or
before [*date] to the address of the Company set forth on the first page of this
Subscription  Agreement in an amount equal to the Subscription Amount,  together
with:
(a)  two duly  completed and  originally  executed  copies of this  Subscription
     Agreement;
(b)  if the  Subscriber is an U.S.  Person and an  individual,  a duly completed
     Investor   Questionnaire  in  the  form   accompanying   this  Subscription
     Agreement; and
(c)  if the Subscriber is not an individual, and has not previously filed such a
     form with the Exchange, a Form 4C Corporate Placee Registration Form in the
     form accompanying this Subscription Agreement;

and such other  documents as the Company may reasonably  require to be delivered
in  connection  with  this  Subscription  Agreement.

1.2.  Completion of the transactions  contemplated  hereby (the "Closing") shall
occur at the  offices of the  Company at the address of the Company set forth on
the first page of this  Subscription  Agreement at 10:00 a.m.  (Denver  time) on
[*date],  or such other date as the  Subscriber  and the  Company may agree upon
(the "Time of  Closing").  The  Subscriber's  Subscription  Amount and any other
documents delivered in connection herewith will be held by the Company in escrow
until Closing.

1.3. At the Closing,  the Company is hereby irrevocably  authorized and directed
to release this  subscription,  and any other documents  delivered in connection
herewith,  and  pay to the  Company,  in  accordance  with  the  terms  of  this
Subscription  Agreement, an amount equal to the Subscription Amount. The Company
shall  then  issue  and sell the  Common  Shares to the  Subscriber  and cause a
definitive  certificate   representing  the  Common  Shares  to  be  issued  and
registered,  and to be  delivered  to the  Subscriber,  in  accordance  with the
registration  and  delivery  instructions  set forth on the  first  page of this
Subscription Agreement.

1.4. If this  subscription is not accepted by the Company or the Closing has not
occurred by [*date],  this  subscription  and any other  documents  delivered in
connection  herewith shall be returned to the Subscriber in accordance  with the
delivery instructions set forth on the first page of this Subscription Agreement
together with the Subscription Amount without interest or deduction.

1.5.  Unless  designated  to be picked-up by the  Subscriber,  all  certificates
representing  the Common Shares shall be delivered by courier or registered mail
at the option of the Company in accordance  with the  registration  and delivery
instructions  set forth on the first page of this  Subscription  Agreement.  The
Subscriber  acknowledges  that it accepts the risks of such  delivery and waives
any claim against the Company and its directors,  officers, employees and agents
for theft or loss.

2. Representations and Warranties of the Subscriber.  The Subscriber  represents
and warrants to the Company (which  representations and warranties shall survive
the closing of the transactions  contemplated by this Subscription Agreement and
continue indefinitely) as follows:

Note: For the purposes of this Section 2 the term  "individual"  means a natural
person,  but does not  include a  partnership,  unincorporated  organization  or
trust, or a natural person in his capacity as a trustee, executor, administrator
or person or other legal representative.


                                       3
<PAGE>

(a)  Residence.  The Subscriber is resident in the province or jurisdiction  set
     forth in the Subscription Agreement as the "Subscriber's Address" below its
     signature  as set forth on the first page hereof and if the  Subscriber  is
     acting  as  agent  for a  disclosed  principal/beneficial  purchaser,  such
     disclosed  principal/beneficial  purchaser is resident in the  jurisdiction
     set forth in the Subscription Agreement as the "Principal's Address" of the
     principal/beneficial  purchaser  and the  purchase by and sale to it of the
     Common Shares and any act, solicitation, conduct or negotiation directly or
     indirectly  in  furtherance  of such purchase and sale (whether to it or to
     any  beneficial  purchaser  for whom it may be acting) has occurred only in
     such jurisdiction. If other than an individual, the Subscriber has not been
     organized for the purpose of acquiring the Common Shares.

(b)  Canadian  Accredited  Investor.  If the Subscriber is a resident of Canada,
     the  Subscriber  is  purchasing  the Common Shares as principal for its own
     account not for the benefit of any other person and not with a present view
     or intention to the re-sale or  distribution  of such  Securities,  and the
     Subscriber  is  an  "accredited   investor"  as  defined  in   Multilateral
     Instrument   45-103  of  the  Canadian   Securities   Administrators   (the
     "Multilateral Instrument").  Specifically,  the Subscriber satisfies one or
     more of the categories included in the definition  "accredited investor" as
     set out in subsection 1.1 of the  Multilateral  Instrument which is set out
     as Schedule "A" hereto.

(c)  United States Accredited  Investor.  If the Subscriber is a U.S. person (as
     such term is defined in Regulation S under the United States Securities Act
     of 1933, as amended), the offer to subscribe for the Common Shares was made
     to the  Subscriber  when it was in the  United  States  or at the  time the
     Subscriber  entered into this  Subscription  Agreement the  Subscriber  was
     within  the United  States,  the  Subscriber  is  purchasing  the Shares as
     principal  for its own account not for the benefit of any other  person and
     not with a present view or intention to the re-sale or distribution of such
     Securities,  and the  Subscriber  is an  "accredited  investor"  within the
     meaning of Securities and Exchange  Commission Rule 501 of Regulation D, as
     presently in effect.

(d)  International   Securities  Laws.  If  the  Subscriber  is  resident  of  a
     jurisdiction ("International Jurisdiction") other than Canada or the United
     States  then:  (i)  the  Subscriber  is  knowledgeable   of,  or  has  been
     independently  advised  as  to,  the  applicable  securities  laws  of  the
     International Jurisdiction which would apply to this subscription, if there
     are any; (ii) the  Subscriber is purchasing  the Common Shares  pursuant to
     exemptions  from the prospectus  and  registration  requirements  under the
     applicable  securities laws of that International  Jurisdiction or, if such
     is not  applicable,  the  Subscriber  is  permitted  to purchase the Common
     Shares  under  the  applicable   securities   laws  of  the   International
     Jurisdiction  without  the  need  to rely on  such  exemptions;  (iii)  the
     applicable securities laws of the International Jurisdiction do not require
     the  Company  to  make  any  filings  or seek  any  approvals  of any  kind
     whatsoever  from any  regulatory  authority of any kind  whatsoever  in the
     International  Jurisdiction;  and (iv) the purchase of the Common Shares by
     the  Subscriber  does  not  trigger  under  the  laws of the  International
     Jurisdiction  any  obligation  to prepare and file a prospectus  or similar
     document, or any other report with respect to such purchase; the Subscriber
     shall, if requested by the Company, deliver to the Company a certificate or
     opinion of local counsel from the  International  Jurisdiction  which shall
     confirm the matters referred to in paragraph (d) to the satisfaction of the
     Company, acting reasonably.

(e)  Offering Memorandum. The Subscriber was not provided an offering memorandum
     in connection with the offering of the Common Shares.

(f)  Disclosure.  The  Subscriber  reasonably  believes it has  received all the
     information it considers  necessary or appropriate for deciding  whether to
     purchase  the  Common  Shares  and  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  Common  Shares  and  the  business,
     properties,  prospects and financial condition of the Company. No documents
     have been  furnished to the  Subscriber in connection  with the offering of
     the Common Shares except for this Subscription Agreement.


                                       4
<PAGE>

(g)  No  Representations.  The  Subscriber's  decision  to tender this offer and
     purchase  the  Common  Shares  has not been made as a result of any oral or
     written  representation as to fact or otherwise made by or on behalf of the
     Company  except as set out in this  Subscription  Agreement.  No person has
     made  to  the  Subscriber  any  written  or  oral  representations  to  the
     Subscriber:  (i) that any  person  shall  resell or  repurchase  the Common
     Shares, (ii) that any person shall refund the Subscription Amount, (iii) as
     to the future price or value of the Common Shares,  or (iv) that the Common
     Shares  shall be listed and posted for trading on a stock  exchange or that
     application has been made to list and post the Common Shares for trading on
     a stock exchange.

(h)  Absence of  Advertising.  The Subscriber is not acquiring the Common Shares
     as a result of, and to the best of the Subscriber's knowledge the offer and
     sale of the Common Shares is not being  accompanied by, an advertisement in
     any medium,  including,  but not limited to, printed  public media,  radio,
     television  or  telecommunications,  including  electronic  display  and no
     selling or  promotional  expenses  have been paid or incurred in connection
     with the offer and sale.

(i)  Re-sale  Restrictions.  The Subscriber has been independently advised as to
     the  restrictions  on the  Subscriber's  ability to transfer or re-sell the
     Common Shares and, in  particular,  that the Common Shares are subject to a
     hold period in  accordance  with  applicable  securities  laws and that the
     certificates  representing  the Common  Shares shall bear legends  denoting
     such re-sale  restrictions.  The  Subscriber is familiar with  Multilateral
     Instrument  45-102 of the Canadian  Securities  Administrators  and, if the
     Subscriber is a U.S. person, Securities and Exchange Commission Rule 144 of
     the SEC, as presently in effect,  and  understands  the resale  limitations
     imposed thereby and by applicable securities legislation and Exchange rules
     and policies.

(j)  Tax Advice.  The Subscriber has consulted the  Subscriber's own independent
     advisors  as  to  the  income  tax  consequences  and  the  suitability  of
     purchasing the Common Shares and is not relying on any  representations  or
     warranties  made by the Company or its advisors  with respect to the income
     tax consequences and suitability of purchasing such Securities.

(k)  Authorization.  The Subscriber has the necessary  capacity and authority to
     execute and deliver  this offer for  subscription  of Common  Shares of the
     Company and,  upon  acceptance  by the Company,  to observe and perform its
     covenants and  obligations  hereunder  and has taken all necessary  action,
     corporate or otherwise, in respect thereof.

(l)  Authorization  of Agent. If the Subscriber has subscribed for Common Shares
     as agent for a disclosed  principal,  the Subscriber is duly  authorized to
     execute and deliver  this offer for  subscription  of Common  Shares of the
     Company  and all other  necessary  documentation  in  connection  with such
     subscription on behalf of such principal and this offer for subscription of
     Common  Shares  of the  Company  has been  duly  authorized,  executed  and
     delivered by or on behalf of, such  principal  and upon  acceptance  by the
     Company  this  offer  for  subscription  of Common  Shares  of the  Company
     constitutes  a  legal,   valid  and  binding   contract  of  the  principal
     enforceable against such principal in accordance with its terms.

(m)  Effectiveness.  Upon acceptance by the Company this offer for  subscription
     of Common  Shares of the  Company  constitutes  a legal,  valid and binding
     contract of the Subscriber enforceable against the Subscriber in accordance
     with its terms.

(n)  Time of Closing.  The  representations and warranties in this Section 2 are
     true, accurate and correct and shall remain so as of the Time of Closing as
     defined herein.

3. Acknowledgements and Covenants of the Subscriber. The Subscriber acknowledges
to and agrees with the Company (which covenants shall survive the closing of the
transactions   contemplated   by  this   Subscription   Agreement  and  continue
indefinitely) that:


                                       5
<PAGE>

(a)  Canadian  Exempt  Distribution.  As the sale of the  Common  Shares  to the
     Subscriber is being completed  pursuant to exemptions from the requirements
     to provide the  Subscriber  with a  prospectus  and to sell the  securities
     subscribed for herein through a person  registered to sell securities under
     applicable securities legislation:

     (i)  certain  protections,  rights  and  remedies  provided  by  applicable
          securities  legislation,  including  statutory rights of rescission or
          damages,  shall not be available to the  Subscriber and the Subscriber
          may not receive  information  that the Subscriber would be entitled to
          under applicable securities legislation if no prospectus exemption was
          available;

     (ii) the Company is relieved of certain  obligations  which would otherwise
          apply under applicable securities legislation;

     (iii) there are risks associated with the purchase of the securities,

     (iv) there are  restrictions  on the  Subscriber's  ability  to resell  the
          securities and it is the  responsibility  of the  Subscriber's to find
          out what those restrictions are and to comply with them before selling
          the securities,

     (v)  various  filings  must  be  completed  and  disclosures  made  to  the
          securities   regulatory   authorities  having  jurisdiction  over  the
          securities of the Company and to the Exchange.

(b)  No  Regulatory  Review.  No  securities  commission  or similar  regulatory
     authority  has  reviewed  or passed  on the  merits  of the  Common  Shares
     subscribed for herein.

(c)  No Insurance. There is no government or other insurance covering the Common
     Shares subscribed for herein.

(d)  Speculative  Investment.  The  Common  Shares  subscribed  for  herein  are
     speculative and represent a high degree of risk, accordingly the Subscriber
     or, where it is not purchasing as principal, each beneficial purchaser, has
     sufficient  knowledge in financial and business affairs as to be capable of
     evaluating  the  merits  and  risks  of the  subscription  herein;  and the
     Subscriber,  or, where it is not purchasing as principal,  each  beneficial
     purchaser, is able to bear the economic risk of loss of its investment.

(e)  Re-sale  in  Canada.  The trade of the  Common  Shares  is being  completed
     pursuant to exemptions from the requirements to provide the Subscriber with
     a prospectus  and to sell the  securities  subscribed  for herein through a
     person registered to sell securities under applicable  Canadian  securities
     legislation, accordingly the Common Shares are characterized as "restricted
     securities" under the applicable  Canadian  provincial  securities laws and
     under such laws such  Securities may be resold without a person  registered
     to sell securities or a prospectus  only in certain limited  circumstances.
     It  is  the   responsibility  of  the  Subscriber  to  find  out  what  the
     restrictions  on the re-sale are and to comply with them before selling any
     Common  Shares  and  the  Subscriber  acknowledges  that  the  certificates
     representing  the  Common  Shares  offered  hereunder  shall  bear  legends
     denoting such re-sale restrictions.

(f)  Re-sale in the United States. The Common Shares have not been and shall not
     be registered under the United States Securities Act of 1933, as amended or
     under  the state  securities  "blue  sky"  laws of any state in the  United
     States,  accordingly  the Common Shares are  characterized  as  "restricted
     securities" under the United States federal  securities laws and under such
     laws and  applicable  regulations  such  Securities  may be resold  without
     registration under the United States Securities Act of 1933 only in certain
     limited circumstances.  The Warrants may not exercised in the United States
     or by a U.S.  person  (as such term is defined  in  Regulation  S under the
     United States Securities Act of 1933, as amended) unless the holder, at its
     expense,  provides  the  Company  with  evidence  satisfactory  in form and
     substance  to the Company  (which may  include an opinion of United  States
     counsel  satisfactory  to the Company),  that  registration of the Warrants



                                       6
<PAGE>

     upon  exercise is not required  under the United States  Securities  Act of
     1933,  as  amended  or any  applicable  state  securities  laws.  It is the
     responsibility  of the Subscriber to find out what the  restrictions on the
     re-sale are and to comply with them  before  selling any Common  Shares and
     the Subscriber  acknowledges that each certificate  representing the Common
     Shares  issued  in the  United  States or to such a U.S.  person  (and each
     certificate  issued  in  exchange  for  or  in  substitution  of  any  such
     certificate)  shall  bear such  legends as may be deemed  necessary  by the
     Company in order to comply with  applicable  securities  laws of the United
     States.

(g)  Reliance  of  Representations  and  Warranties.   The  representations  and
     warranties in this Subscription Agreement of the Subscriber shall be relied
     upon by the  Company in  determining,  among  other  things,  whether  this
     Subscription  Agreement  and  the  issuance  of  the  Common  Shares  is in
     compliance with applicable securities laws.

(h)  Ongoing  Professional  Advice.  The Subscriber is responsible for obtaining
     his, her or its own legal,  tax and accounting  advice with respect to this
     Subscription  Agreement  and the  transactions  contemplated  by it and, in
     particular,  the Subscriber has been advised to consult his, her or its own
     legal advisers in connection with any applicable  statutory hold periods or
     re-sale  restrictions  and the Subscriber (or such others on behalf of whom
     it is contracting  hereunder) is solely  responsible  for  compliance  with
     applicable hold periods or re-sale restrictions.

(i)  Documentation.   The  Subscriber  shall  complete,  sign  and  deliver  all
     documentation  required by applicable  securities  laws in connection  with
     this Subscription Agreement,  executed as and when required. The Subscriber
     is aware  that the  Company  is  required  by law to  disclose  to  certain
     securities regulatory authorities the identity of each beneficial purchaser
     of the  Common  Shares  and  notwithstanding  that  the  Subscriber  may be
     purchasing  the Common  Shares as agent for an  undisclosed  principal,  it
     shall  provide,  on  request,  particulars  as  to  the  identity  of  such
     undisclosed principal as may be required by the Company (in order to comply
     with the foregoing).

(j)  Exchange  Acceptance.  The subscription by the Subscriber is subject to the
     acceptance of the Exchange and the Subscriber agrees to provide the Company
     with such documents and  information as may be required by Exchange  policy
     or  reasonably  requested by the Exchange and agrees that the failure to do
     so,  whether  such  failure  results  in  delays or in the  refusal  of the
     Exchange to accept this subscription, shall not constitute a default of the
     Company under this Subscription Agreement.

(k)  Obligations of the Company.  The  subscription by the Subscriber is subject
     to  the  acceptance  of  the  Company  and  is  effective  only  upon  such
     acceptance,  such  subscription  of the  Subscriber  hereunder is part of a
     larger offering of Common Shares by the Company and the Subscription Amount
     shall be added to the Company's  working capital and used in the discretion
     of the Company for the purposes of its business.

4. Representations and Warranties of the Company.  The Company,  upon acceptance
of this offer for subscription of Common Shares,  represents and warrants to the
Subscriber  (which  representations  and warranties shall survive the closing of
the  transactions  contemplated  by this  Subscription  Agreement  and  continue
indefinitely) as follows:

(a)  Organization,  Good Standing and Capacity. The Company is duly incorporated
     and  validly  existing  under  the  laws of  British  Columbia  and has all
     necessary  corporate  power and  authority  to own or lease its  assets and
     carry on its  business as  presently  carried on and is duly  licensed  and
     qualified  to carry  on its  business  in each  jurisdiction  in which  the
     location of its assets requires such license or qualification.

(b)  Due  Authorization,  etc. The Company has all  necessary  corporate  power,
     authority and capacity to enter into this Subscription  Agreement and to do
     all such acts and things as are required to be done,  observed or performed


                                       7
<PAGE>

     by it, in accordance  with the terms of this  Subscription  Agreement.  The
     Company has taken all necessary action to authorize the execution, delivery
     and performance of this  Subscription  Agreement and to observe and perform
     the provisions of each in accordance with their terms.

(c)  Listing.  The Common  shares of the Company are listed for trading  only on
     the  Exchange,  the  Company  meets  or  exceeds  the  listing  maintenance
     requirements  set  forth  in the  policies  of the  Exchange,  or  order or
     declaration  has been made or requested by the Exchange or the Company that
     the trading in the Common shares of the Company be declared inactive and no
     process or order  ceasing the  trading of the Common  shares of the Company
     has been commenced or issued by the Exchange.

(d)  Reporting Issuer Status. The Company is a reporting issuer, as such term is
     defined in the  applicable  securities  legislation,  only in  Provinces of
     British  Columbia,  Alberta  and  Ontario  and is not in  default of filing
     financial statements required by such applicable securities  legislation or
     paying prescribed fees and charges related thereto.

(e)  Cease Trade Orders. No order ceasing or suspending trading in securities of
     the Company nor  prohibiting the sale of such securities has been issued to
     the  Company  or its  directors,  officers  or  promoters  or to any  other
     companies  that  have  common  directors,  officers  or  promoters  and  no
     investigations or proceedings for such purposes are pending or threatened.

(f)  Valid Allotment and Issue.  Upon receipt of the Subscription  Amount by the
     Company from the Subscriber at the Closing (as defined herein),  the Common
     Shares shall be duly and validly created,  authorized,  and issued and upon
     receipt   of   payment   therefor   shall  be  issued  as  fully  paid  and
     non-assessable   shares,  in  compliance  with  all  securities  laws;  the
     Subscriber shall be the legal and beneficial owner thereof,  free and clear
     of all pre-emptive rights,  mortgages,  liens, charges, security interests,
     adverse  claims,  pledges and demands  whatsoever  arising by reason of the
     acts or omissions of the Company.

(g)  Time of Closing.  The  representations and warranties in this Section 4 are
     true, accurate and correct and shall remain so as of the Time of Closing as
     defined herein.

5.  Acknowledgements  and Covenants of the Company.  The Company acknowledges to
and agrees with the Subscriber that on or before the Closing,  the Company shall
file all documents and take all proceedings required to be taken by it to permit
the Common Shares to be  distributed  to the  Subscriber in compliance  with all
applicable securities and corporate laws.

6.  Indemnity of Company.  The Subscriber  shall defend,  indemnify and hold the
Company  harmless  from and  against  all claims,  actions,  damages,  fines and
expenses   arising  out  of  or   resulting   in  any  way  from  any   material
misrepresentation,  inaccuracy, incorrectness or breach of any representation or
warranty  made by the  Subscriber  contained in this  Subscription  Agreement or
contained  in any  document  or  certificate  given in  order  to carry  out the
transactions contemplated hereby.

7. Notice.  Unless otherwise provided herein, any notice or other  communication
to a party under this  Subscription  Agreement  may be made,  given or served by
registered mail, postage pre-paid, by facsimile or by delivery to the parties at
the addresses as set out on the first page of this Subscription  Agreement.  Any
notice or other communication:

(a)  mail  communication  shall be  deemed to have  been  received  on the fifth
     business day following its mailing;

(b)  facsimile  communication  shall be  deemed  to have  been  received  on the
     business day following the date of transmission; and

(c)  personal  delivery  communication  shall be deemed to have been received on
     the date of delivery.

                                       8
<PAGE>

In the event of a postal strike or delay  affecting mail  delivery,  the date of
receipt  of any  notice by mail is deemed to be  extended  by the length of such
strike or delay.  Each party may change its  address  for service at any time by
providing notice in writing of such change to the other party.

8.       General.

8.1.     In this Subscription Agreement:

     (i)  the  division  into  sections  and the  insertion  of headings are for
          convenience of reference only and shall not affect the construction or
          interpretation  of  this  Subscription  Agreement;   the  terms  "this
          Subscription Agreement", "hereof", "hereunder" and similar expressions
          refer  to  this  Subscription  Agreement  and  not to  any  particular
          section,  paragraph or other portion  hereof and include any agreement
          supplemental  hereto;  and unless  something in the subject  matter or
          context is inconsistent  therewith,  references herein to sections and
          paragraphs  are  to  sections  and  paragraphs  of  this  Subscription
          Agreement;

     (ii) words  importing the singular number only shall include the plural and
          vice versa,  words  importing the  masculine  gender shall include the
          feminine and neuter genders and vice versa and words importing persons
          shall  include  individuals,   partnerships,   associations,   trusts,
          unincorporated organizations and corporations;

     (iii)reference  is made to a  calculation  to be  made in  accordance  with
          generally  accepted  accounting  principles  (referred  to  herein  as
          "GAAP"),  such  reference  shall  be  deemed  to be to  the  generally
          accepted  accounting  principles  from  time to time  approved  by the
          Canadian  Institute  of  Chartered   Accountants,   or  any  successor
          institute, applicable as at the date on which such calculation is made
          or required to be made in accordance with GAAP; and

     (iv) unless otherwise  indicated,  all references to currency herein are to
          lawful money of Canada.

8.2.  The  Subscriber  covenants  and agrees to execute and deliver such further
agreements, documents and writings and provide such further assurances as may be
required  by the  Company to give  effect to this  Subscription  Agreement  and,
without  limiting the  generality of the  foregoing,  to do all acts and things,
execute and deliver all  documents,  agreements  and  writings  and provide such
assurances, undertakings, information, pooling agreements and investment letters
as may be  required  from  time to  time by any  stock  exchange  or  securities
commission having jurisdiction over the securities of the Company.

8.3. This Subscription Agreement is deemed to have been made in Denver, Colorado
and  shall be  governed  by the laws of the State of  Colorado,  and each of the
parties hereby irrevocably  submits to the exclusive  jurisdiction of the courts
of the State of Colorado.

8.4. The rights which accrue to the Company  under this  Subscription  Agreement
shall pass to its successors or assigns. The rights of the Subscriber under this
Subscription  Agreement are not assignable or transferable  in any manner.  This
Subscription   Agreement   shall  be   binding   upon  the   heirs,   executors,
administrators  and legal personal  representatives  of the Subscriber and, when
accepted by the Company,  the  successors  and permitted  assigns of the Company
respectively.

8.5.     Time is of the essence of this Subscription Agreement.

8.6. This Subscription  Agreement  supersedes all prior negotiations between the
parties with respect to the matters  herein  referred to and contains the entire
agreement  between the parties  hereto and may be modified only by an instrument
in writing signed by the party against whom modification is asserted. There have
not been any inducements,  representations  or warranties made by the Company or
by any of its directors, officers, employees or agents upon which the Subscriber
has relied on in entering into this Subscription Agreement.


                                       9
<PAGE>



                                  Schedule "A"

                Subsection 1.1 of Multilateral Instrument 45-103
                ------------------------------------------------

1.1      In this instrument

"accredited investor" means:

(a)  a Canadian financial  institution,  or an authorized foreign bank listed in
     Schedule III of the Bank Act (Canada),

(b)  the Business  Development  Bank of Canada  incorporated  under the Business
     Development Bank of Canada Act (Canada),

(c)  an  association  under the  Cooperative  Credit  Associations  Act (Canada)
     located in Canada,

(d)  a subsidiary of any person or company referred to in paragraphs (a) to (c),
     if  the  person  or  company  owns  all  of the  voting  securities  of the
     subsidiary,  except the voting  securities  required  by law to be owned by
     directors of that subsidiary,

(e)  a person or company registered under the securities  legislation,  or under
     the securities legislation of another jurisdiction of Canada, as an adviser
     or  dealer,  other  than a  limited  market  dealer  registered  under  the
     Securities Act (Ontario),

(f)  an  individual  registered  or  formerly  registered  under the  securities
     legislation, or under the securities legislation of another jurisdiction of
     Canada, as a representative of a person or company referred to in paragraph
     (e),

(g)  the government of Canada or a province,  or any crown corporation or agency
     of the government of Canada or a province,

(h)  a municipality, public board or commission in Canada,

(i)  any  national,   federal,  state,  provincial,   territorial  or  municipal
     government  of or in any  foreign  jurisdiction,  or  any  agency  of  that
     government,

(j)  a pension fund that is regulated by either the Office of the Superintendent
     of Financial  Institutions  (Canada) or a provincial  pension commission or
     similar regulatory authority,

(k)  a registered charity under the Income Tax Act (Canada),

(l)  an  individual  who,  either alone or jointly  with a spouse,  beneficially
     owns,  directly  or  indirectly,   financial  assets  having  an  aggregate
     realizable  value that before  taxes,  but net of any related  liabilities,
     exceeds $1,000,000,

(m)  an individual  whose net income before taxes  exceeded  $200,000 in each of
     the two most recent years or whose net income  before taxes  combined  with
     that of a spouse exceeded $300,000 in each of the two most recent years and
     who, in either case,  reasonably expects to exceed that net income level in
     the current year,

(n)  a corporation, limited partnership, limited liability partnership, trust or
     estate,  other than a mutual fund or  non-redeemable  investment fund, that
     had net  assets  of at least  $5,000,000  as  shown  on its  most  recently
     prepared financial statements,

(o)  a  mutual  fund  or  non-redeemable  investment  fund  that,  in the  local
     jurisdiction,  distributes its securities only to persons or companies that
     are accredited investors,

(p)  a  mutual  fund  or  non-redeemable  investment  fund  that,  in the  local
     jurisdiction,  distributes its securities  under a prospectus for which the
     regulator has issued a receipt,

(q)  an entity organized in a foreign  jurisdiction  that is analogous to any of
     the entities referred to in paragraphs (a) through (e) and paragraph (j) in
     form and function, or

(r)  a person or company  in  respect  of which all of the owners of  interests,
     direct or indirect, legal or beneficial,  are persons or companies that are
     accredited investors;



<PAGE>




                                  Schedule "B"

                                     FORM 4C
                                     -------

                       CORPORATE PLACEE REGISTRATION FORM
                       ----------------------------------

Where  subscribers  to a Private  Placement are not  individuals,  the following
information  about the placee  must be  provided.  This Form will remain on file
with the Exchange.  The corporation,  trust,  portfolio  manager or other entity
(the  "Placee")  need only file it on one time basis,  and it will be referenced
for all subsequent  Private  Placements in which it participates.  If any of the
information  provided in this Form changes,  the Placee must notify the Exchange
prior to participating in further placements with Exchange listed companies.  If
as a result of the  Private  Placement,  the  Placee  becomes  an Insider of the
Issuer,  Insiders  of the  Placee  are  reminded  that they must file a Personal
Information Form (2A) with the Exchange.


1.       Placee Information:

(a)      Name:
                ----------------------------------------------------------------

(b)      Complete Address:
                            ----------------------------------------------------


(c)      Jurisdiction of Incorporation or Creation:
                                                    ----------------------------

2.   (a) Is the Placee purchasing securities as a portfolio manager (Yes/No)?

     (b)  Is the Placee  carrying on business as a portfolio  manager outside of
          Canada (Yes/No)? __________

3.       If the answer to 2(b) above was "Yes", the undersigned certifies that:

     (a)  It is purchasing securities of an Issuer on behalf of managed accounts
          for  which it is  making  the  investment  decision  to  purchase  the
          securities and has full  discretion to purchase or sell securities for
          such  accounts  without  requiring the client's  express  consent to a
          transaction;

     (b)  it carries on the business of managing the  investment  portfolios  of
          clients through  discretionary  authority  granted by those clients (a
          "portfolio manager" business) in ____________________  [jurisdiction],
          and it is permitted by law to carry on a portfolio manager business in
          that jurisdiction;

     (c)  it was not created  solely or primarily  for the purpose of purchasing
          securities of the Issuer;

     (d)  the total  asset  value of the  investment  portfolios  it  manages on
          behalf of clients is not less than $20,000,000; and

     (e)  it has no reasonable  grounds to believe,  that any of the  directors,
          senior officers and other insiders of the Issuer, and the persons that
          carry on investor relations activities for the Issuer has a beneficial
          interest in any of the managed accounts for which it is purchasing



<PAGE>

4.   If the  answer  to 2(a).  above  was  "No",  please  provide  the names and
     addresses of control persons of the Placee:

<TABLE>
<CAPTION>

     ---------------------------------- -------------------------- -------------------------- -----------------------
     Name                               City                       Province or State          Country
     ---------------------------------- -------------------------- -------------------------- -----------------------
     <S>                                <C>                        <C>                        <C>

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

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

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

     ---------------------------------- -------------------------- -------------------------- -----------------------
</TABLE>

The  undersigned  acknowledges  that it is bound by the provisions of applicable
Securities Law,  including  provisions  concerning the filing of insider reports
and  reports  of  acquisitions  (See  for  example,  sections  87 and 111 of the
Securities Act (British Columbia) and sections 176 and 182 of the Securities Act
(Alberta).


Dated at                                              on
         --------------------------------------------    -----------------------


                                             _________________________________
                                            (Name of Purchaser - please print)



                                             _________________________________
                                            (Authorized Signature)



                                             _________________________________
                                            (Official Capacity - please print)



                                             _________________________________
                                            (please print name of individual
                                            whose signature appears above)

                          THIS IS NOT A PUBLIC DOCUMENT





<PAGE>




                                  SCHEDULE "C"

                       INVESTOR SUITABILITY QUESTIONNAIRE
                       ----------------------------------

Archangel Diamond Corporation,  a Yukon corporation,  (the "Company"),  will use
the  responses  to this  questionnaire  to  qualify  prospective  investors  for
purposes of applicable  securities  laws. If the answer to any question below is
"none" or "not applicable", please so indicate.

Your answers will be kept  confidential at all times.  However,  by signing this
Questionnaire, you agree that the Company may present this Questionnaire to such
parties as it deems appropriate to establish the availability of exemptions from
registration under applicable security laws.
<TABLE>
<CAPTION>
<S>    <C>                                     <C>

I.     GENERAL INFORMATION (to be completed by all proposed investors)
                                               ---

1.       Name to appear on stock certificate:
                                               -----------------------------------------------------------



         Name of beneficial owner (if different from above):



     If the beneficial  owner differs from the registered  holder,  describe the
     relationship.





2.       Dollar amount of your proposed investment in this financing:
                                                                       -----------------------------------

II.    INDIVIDUAL INVESTORS (investors other than individuals should turn to Part III)

1.       PERSONAL

         Residence Address
                            ------------------------------------------------------------------------------

         Telephone Number
                           -------------------------------------------------------------------------------

         Social Security Number
                                 -------------------------------------------------------------------------

         Date of Birth
                        ----------------------------------------------------------------------------------

2.       BUSINESS

         Occupation
                     -------------------------------------------------------------------------------------

         Number of Years
                          --------------------------------------------------------------------------------

         Present Employer
                           -------------------------------------------------------------------------------

         Position/Title
                         ---------------------------------------------------------------------------------

         Business Address
                           -------------------------------------------------------------------------------

3.       INCOME

          (a)  Your annual gross income for 2002 is expected to be in excess of:


                  [ ]  $ 50,000.00 U.S.                 [ ]   $200,000.00 U.S.
                  [ ]  $100,000.00 U.S.                 [ ]   $250,000.00 U.S.

          (b)  Your annual  gross  income for each of 2000 and 2001 was not less
               than:

                  [ ]   $ 50,000.00 U.S.                [ ]   $200,000.00 U.S.
                  [ ]   $100,000.00 U.S.                [ ]   $250,000.00 U.S.

4.       NET WORTH

          (a)  Your net worth as of December  31,  2001,  together  with the net
               worth of your spouse, was in excess of:

                   [ ]  $100,000.00 U.S.                 [ ]   $750,000.00 U.S.
                   [ ]   $250,000.00 U.S.
                   [ ]  $500,000.00 U.S.                 [ ]  $1,000,000 U.S.



<PAGE>

          (b)  In the event you may  propose  to  purchase  $150,000  or more of
               securities of the Company,  does your total purchase price exceed
               10% of your net worth,  or joint net worth with your  spouse,  at
               the time of purchase?

                  Not applicable   [ ]    Yes   [ ]               No   [ ]

               If "yes", what percent of net worth does the total purchase price
               represent?


               ________________________________________________________________
               ("Net   worth"   may   include   principal   residence,   net  of
               encumbrances,  at either cost or appraised value, and furnishings
               and automobiles.)

5.       EDUCATION

          Please describe your educational  background and degrees obtained,  if
          any.

6.       INVESTMENT EXPERIENCE

         (a)      Please  describe  briefly  principal jobs held during the last
                  five years. Specific employers need not be identified. What is
                  sought is a sufficient  description to permit a  determination
                  concerning  the extent of your  experience  in  financial  and
                  business matters.


               ________________________________________________________________

               ________________________________________________________________

               ________________________________________________________________





         (b)      Please indicate the frequency of your investment in marketable securities:

                  Often  [ ]          Occasionally   [ ]          Seldom   [ ]             Never   [ ]   .

         (c)      Please indicate the frequency of your investment in securities in which no market is made:

                  Five or more   [ ]            1 or more but fewer than five   [ ]           None   [ ]   .

7.       FINANCIAL ADVISORS

          In evaluating this investment, will you use the services of an advisor
          (if so, please identify):

         Name
               -------------------------------------------------------------------------------------------

         Address
                  ----------------------------------------------------------------------------------------

         City                                           State
               --------------------------------------          -------------------------------------------

         Zip Code                                    Telephone
                   ----------------------------------           ------------------------------------------


                         PLEASE TURN TO THE LAST PAGE AND SIGN AND DATE THIS QUESTIONNAIRE


III. NON-INDIVIDUAL  INVESTORS  (Please  answer Part III only if the purchase is
     proposed to be undertaken by a corporation, partnership or other entity.)


      IF INVESTMENT WILL BE MADE BY MORE THAN ONE AFFILIATED ENTITY, PLEASE
             COMPLETE A COPY OF THIS QUESTIONNAIRE FOR EACH ENTITY.


1.       IDENTIFICATION

         Name of Entity
                         ---------------------------------------------------------------------------------

         Type of Entity (corporation partner-ship, trust, etc.)

         Jurisdiction of Formation or Incorporation
                                                     -----------------------------------------------------


<PAGE>

         Date of Formation
                            ------------------------------------------------------------------------------

         Federal Tax I.D. Number
                                  ------------------------------------------------------------------------

         Was entity formed for the purpose of this investment?

                           Yes   [ ]                  No   [ ]

         If the answer is yes, all shareholders, partners or other equity owners
         must answer Parts I and II of this  Questionnaire.  If the above answer
         is no, please continue completing this form.

         If the undersigned is a partnership,  has such partnership  previously
         carried out other business?

                           Yes  [ ]                  No   [ ]

2.       Name of Officer/Partner/Trustee making investment decision on behalf of
         the Entity:

         _______________________________________________________________________


3.       (a)      The Officer/Partner/Trustee making the investment decision has
                  the degree of knowledge and experience in financial and
                  business matters to enable him to properly evaluate the merits
                  and risks of this investment.

                           Yes   [ ]                  No   [ ]

         (b)      The  Officer/Partner/Trustee  making the  investment  decision
                  understands  the full nature and risk of this  investment  and
                  believes  that the Entity can afford the complete  loss of the
                  investment.

                           Yes   [ ]                  No   [ ]

         (c)      The  Officer/Partner/Trustee  making the  investment  decision
                  believes that the Entity can afford to hold the  securities of
                  the company for an indefinite time.

                           Yes   [ ]                 No   [ ]

4.       Describe  the  prior  investment  experience  of the  Entity  or the
         Officer/Partner/Trustee  making  the investment decision in investing
         in companies such as the Company:


         ______________________________________________________________________

         ______________________________________________________________________

         ______________________________________________________________________





5.       The current net worth of the Entity is $_______________________________


6.       The Entity will have another person review or otherwise assist or
         advise it in evaluating this investment.

                           Yes  [ ]               No  [ ]

         If "Yes," provide the following information:

         Name
               -------------------------------------------------------------------------------------------

         Address
                  ----------------------------------------------------------------------------------------

         City                                           State
               --------------------------------------          -------------------------------------------

         Zip Code                                    Telephone
                   ----------------------------------           ------------------------------------------

         Such person will act as its Representative:

                           Yes  [ ]              No  [ ]

7.       BUSINESS

          Please  briefly  describe the nature of the business  conducted by the
          investing entity:


         ______________________________________________________________________

         ______________________________________________________________________

         ______________________________________________________________________
</TABLE>

<PAGE>

III.   SIGNATURE

The above  information  is true and  correct in all  material  respects  and the
undersigned recognizes that the Company and its counsel are relying on the truth
and accuracy of such information and the  representations  and warranties of the
undersigned  in the  Subscription  Agreement in relying on an exemption from the
registration  requirements  of the  Securities Act and the Securities Act (1933)
(as defined in the Subscription Agreement),  and in determining applicable state
securities  laws and relying on exemptions  contained  therein.  The undersigned
agrees  to  notify  the  Company  promptly  of  any  changes  in  the  foregoing
information which may occur prior to the investment.

Executed at ____________________, on ___________________________ 2002.



                                                    ____________________________
                                                           (Signature)


                                                    ____________________________
                                                     (Title if for Entity)