Exhibit 4.01

              Form of Common Share Subscription Agreement - CENCAN
              ----------------------------------------------------

THIS AGREEMENT made on December 19, 2002

BETWEEN:

                  ARCHANGEL DIAMOND CORPORATION
                  a corporation continued under the laws of the Yukon Territory,
                  Canada

                  (the "Company")

AND:

                  CENCAN S.A.,
                  a Luxembourg company

                  (the "Purchaser")

WHEREAS:

A. The  Purchaser  wishes to subscribe for common shares in the capital stock of
the Company (collectively, the "Shares");

B. It is the intention of the parties to this Agreement  that this  subscription
will be made pursuant to  appropriate  exemptions  (the  "Exemptions")  from the
registration and prospectus or equivalent  requirements of all rules,  policies,
notices,  orders  and  legislation  of any kind  whatsoever  (collectively,  the
"Securities Laws") of all jurisdictions applicable to this subscription;

NOW THEREFORE  THIS  AGREEMENT  WITNESSES  that in  consideration  of the mutual
covenants  and  agreements  herein  contained,  the  receipt  of which is hereby
acknowledged,  the parties covenant and agree with each other (the  "Agreement")
as follows:

1.   Purchase and Sale of Shares

     Subject to the terms and conditions of this  Agreement,  the Purchaser will
subscribe  for and purchase from the Company and the Company will issue and sell
to the Purchaser 28,000,000 Shares at a price of Cdn$0.10 per Share representing
a total purchase price of Cdn$2,800,000  (the "Purchase  Price").  The Purchaser
acknowledges  that the Shares  will be issued in  connection  with the offer and
sale (the "Offering") of a total of up to 30,000,000 Shares, for aggregate gross
proceeds of up to  Cdn$3,000,000,  all of which are to be sold by the Company by
way of private placement pursuant to the Exemptions.



<PAGE>

2.   Closing

     The  closing  of this  transaction  (the  "Closing")  shall  take  place on
December  19,  2002 (the  "Closing  Date") at the  offices  of Fasken  Martineau
DuMoulin LLP, 10 Arthur Street, Fifth Floor, London, England, at 9:00 a.m. local
time (or such other date, location or time as may be agreed to by the parties).

3.   Representations and Warranties of the Purchaser

     The Purchaser represents and warrants to the Company, and acknowledges that
the Company is relying on these  representations and warranties in entering into
this Agreement, that:

     (a)  The Purchaser has net assets of at least Cdn$5,000,000 as shown on its
          most recently prepared financial statements;

     (b)  the Shares are not being  subscribed  for by the Purchaser as a result
          of any material  information  about the Company's affairs that has not
          been publicly disclosed;

     (c)  the  offer  and  sale  of  the  Shares  was  not   accompanied  by  an
          advertisement and the Purchaser was not induced to purchase the Shares
          as a result of any advertisement made by the Company;

     (d)  the Purchaser has not received an offering memorandum (as such term is
          defined  under  applicable  Securities  Laws) or similar  document  in
          connection with the purchase of the Shares;

     (e)  the Purchaser is a valid and subsisting  corporation under the laws of
          Luxembourg,  has the  necessary  corporate  capacity and  authority to
          execute  and  deliver  this  Agreement  and to observe and perform its
          covenants  and  obligations  hereunder  and has  taken  all  necessary
          corporate  action in respect  thereof and, upon the Company  executing
          and delivering this Agreement, this Agreement will constitute a legal,
          valid and binding  contract of the Purchaser  enforceable  against the
          Purchaser in accordance  with its terms except as such  enforceability
          may   be   limited   by   (i)   applicable   bankruptcy,   insolvency,
          reorganization,   moratorium  or  other  similar  laws  affecting  the
          enforcement of creditors' rights generally and (ii) general principles
          of equity (regardless of whether such  enforceability is considered in
          a proceeding in equity or at law);

     (f)  neither  the  agreement   resulting  from  such   acceptance  nor  the
          completion of the transactions  contemplated hereby conflicts with, or
          will  conflict  with,  or  results,  or will  result,  in a breach  or
          obligation of any law  applicable  to the  Purchaser,  any  constating
          document of the Purchaser or any agreement to which the Purchaser is a
          party or by which the Purchaser is bound;

     (g)  the   Purchaser   is  a  resident  of   Luxembourg   (the   "Purchaser
          Jurisdiction")  and the  Purchaser  is  knowledgeable  of, or has been
          independently  advised as to, the  applicable  securities  laws of the
          Purchaser  Jurisdiction  which  would apply to this  subscription,  if
          there are any; and:


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<PAGE>

          (i)  the  Purchaser is  purchasing  the Shares  pursuant to exemptions
               from the  prospectus  and  registration  requirements  under  the
               applicable securities laws of that Purchaser  Jurisdiction or, if
               such is not  applicable,  the  Purchaser is permitted to purchase
               the Shares under the applicable  securities laws of the Purchaser
               Jurisdiction without the need to rely on such exemptions;

          (ii) the  applicable   securities  laws,  if  any,  of  the  Purchaser
               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 Purchaser  Jurisdiction;
               and

          (iii)the  purchase  of the Shares by the  Purchaser  does not  trigger
               under the laws of the Purchaser  Jurisdiction  any  obligation to
               prepare and file a prospectus or similar  document,  or any other
               report with respect to such purchase;

     (h)  the Purchaser:

          (i)  is not a "U.S.  Person"  as  defined  in  Regulation  S under the
               United States Securities Act of 1933, as amended;

          (ii) was not offered the Shares in the United States; and

          (iii) did not execute or deliver this Agreement in the United States;

     (i)  the Purchaser has been independently advised as to the restrictions on
          the Purchaser's ability to resell the Shares and, in particular,  that
          such Shares are subject to a hold period in the relevant jurisdictions
          and that the  certificates  representing the Shares shall bear legends
          denoting such re-sale restrictions; and

     (j)  the  Purchaser  shall  complete,  sign and deliver  all  documentation
          required  by  Securities  Laws  and the  policies  of the TSX  Venture
          Exchange (the "TSXV") in connection with this  Agreement,  executed as
          and when required. The Purchaser is aware that the Company is required
          by law to disclose to certain  securities  regulatory  authorities the
          identity   of   each   beneficial   purchaser   of  the   Shares   and
          notwithstanding  that the Purchaser  may be  purchasing  the 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).


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<PAGE>

4.       Representations and Warrants of the Company

     The Company represents and warrants to the Purchaser, and acknowledges that
the  Purchaser is relying on these  representations  and  warranties in entering
into this Agreement, that:

     (a)  the Company is a valid and subsisting  corporation  duly continued and
          in good standing under the laws of the Yukon Territory;

     (b)  the  Company  is a  reporting  issuer in  British  Columbia,  Alberta,
          Manitoba,  Ontario and the Yukon Territory,  and the Company is not in
          default of any of the  requirements of the applicable  Securities Laws
          of those  jurisdictions  which would  reasonably be expected to affect
          trading in the Shares;

     (c)  the  authorised  and issued  capital  of the  Company  consists  of an
          unlimited  number  of  Shares  of  which  42,234,558  are  issued  and
          outstanding  on the date  hereof,  all of  which  are  fully  paid and
          non-assessable;

     (d)  the common shares of the Company are listed for trading on the TSXV as
          a Tier 1 issuer, the Company has received notice from the TSXV that it
          currently  does not meet  Tier 1 status  and that  evidence  of Tier 2
          issuer status may be required by March 2003, however any redesignation
          has been suspended pending completion of the transactions contemplated
          herein,  and  the  Company  is not in  default  of any of the  listing
          requirements of the TSXV in any material way;

     (e)  the  Company is a  "Qualifying  Issuer"  as  defined  in  Multilateral
          Instrument 45-102 - Resale of Securities;

     (f)  the Company has all  requisite  corporate  power and capacity to issue
          the Shares and upon their issuance,  the Shares will be validly issued
          and  outstanding  fully paid and  non-assessable  common shares of the
          Company registered as directed by the Purchaser, free and clear of all
          trade  restrictions  (except  as may be imposed  by  operation  of the
          applicable  Securities  Laws)  and,  except as may be  created  by the
          Purchaser, liens, charges or encumbrances of any kind whatsoever;

     (g)  the  forms of  certificates  representing  the  Shares  have been duly
          approved  by  the   directors  of  the  Company  and,  to  the  extent
          applicable,   comply  with  the  provisions  of  applicable  corporate
          statutes, the Securities Laws and the rules and policies of the TSVX;

     (h)  the Company  holds all  licences  and permits  that are  required  for
          carrying on its business in the manner in which such business has been
          carried on and the Company has the corporate power and capacity to own
          the assets owned by it and to carry on the  business  carried on by it
          and it is duly qualified to carry on business in all  jurisdictions in
          which it carries on business;

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<PAGE>

     (i)  the  Company  owns 40% of the common  shares in the  capital  stock of
          Almazny Berg, a Russian Joint Stock Company, and 100% of the shares in
          the capital stock of Archangel Overseas Holdings Limited;

     (j)  the Company has no subsidiaries  or affiliates  located in or carrying
          on business in the United  States of America  except for the Company's
          wholly-owned  subsidiary  International  Natural Resources  Management
          Company ("USSubCo"), which is incorporated under the laws of Colorado,
          and situate at Suite 205-10920 West Alameda Avenue, Lakewood, Colorado
          80226, USA;

     (k)  the only office and premises  situated in the United States of America
          and used by the Company or its officers or employees  are those leased
          by  USSubCo  and  situate  at Suite  205-10920  West  Alameda  Avenue,
          Lakewood,  Colorado 80226, USA (the "Colorado Office") and all persons
          working in the Colorado Office except for Timothy J. Haddon and Gerald
          E. Davis are employed by USSubCo;

     (l)  all   prospectuses,    exchange   offering   prospectuses,    offering
          memorandums,   filing   statements,   information   circulars,   proxy
          statements,   Annual  Information  Forms,   material  change  reports,
          shareholder  communications,   press  releases  and  other  disclosure
          documents  of the Company  including,  but not  limited to,  financial
          statements  (the "Public  Record"),  contain no untrue  statement of a
          material  fact as at the  date  thereof  nor do they  omit to  state a
          material fact which,  at the date  thereof,  was required to have been
          stated or was  necessary  to  prevent a  statement  that was made from
          being false or misleading in the circumstances in which it was made;

     (m)  as of the date  hereof,  there  have been no  material  changes in the
          affairs of the Company that have not been publicly disclosed;

     (n)  the  financial  statements  of the Company as  disclosed in the Public
          Record  accurately  and  completely  state the financial  position and
          condition  of the  Company as of the date  provided  therein  and were
          prepared in accordance  with Canadian  generally  accepted  accounting
          principles  ("GAAP")  save and  except for such  financial  statements
          filed with the Securities and Exchange  Commission  (the "SEC") in the
          United States, which are reconciled to U.S. GAAP;

     (o)  the Company has filed all federal,  provincial,  state and foreign tax
          returns  which are required to be filed by it through the date hereof,
          or has received valid extensions  thereof and has paid all taxes shown
          on such returns and all assessments and  reassessments  received by it
          to the extent that the same are material and have become due;

     (p)  Schedule  "A" to this  Agreement  provides  an accurate  and  complete
          summary of (i) all  outstanding  litigation  to which the Company is a
          party  (the   "Litigation")   (ii)  the   estimated   legal  fees  and
          disbursements  owing by the Company  and an  estimate of the  expected
          fees to be incurred in connection  with the  Litigation  and (iii) the
          estimated  liability,  contingent or otherwise that may be incurred by
          the Company in connection with the Litigation;


                                       5
<PAGE>

     (q)  except as  disclosed  in  Schedule  "A" hereto  there are no  actions,
          suits,   judgements,   investigations   or  proceedings  of  any  kind
          whatsoever outstanding, pending or threatened against or affecting the
          Company, at law or in equity or before or by any Federal,  Provincial,
          State, Municipal or other governmental department,  commission, board,
          bureau or agency of any kind  whatsoever in any  jurisdiction  and, to
          the best of the Company's knowledge, there is no basis therefor;

     (r)  the Company has good and sufficient  right and authority to enter into
          this Agreement and complete the transactions contemplated hereunder on
          the terms and  conditions  set forth herein and this Agreement will be
          duly authorised,  executed and delivered by the Company (including but
          not  limited to the  review and  approval  of the  Company's  board of
          directors)  and will be a legal,  valid and binding  obligation of the
          Company  enforceable  against the Company on its terms  except as such
          enforceability   may  be   limited  by  (i)   applicable   bankruptcy,
          insolvency, reorganization, moratorium or other similar laws affecting
          the  enforcement  of  creditors'  rights  generally  and (ii)  general
          principles of equity  (regardless  of whether such  enforceability  is
          considered in proceeding in equity or at law);

     (s)  the  unaudited  financial  statements  of USSubCo for the period ended
          December 31, 2002 and attached  hereto as Schedule "B"  accurately and
          completely state the financial position and condition of USSubCo as of
          the date thereof and was prepared in accordance with U.S. GAAP; and

     (t)  the execution and delivery of this  Agreement,  the performance of its
          obligations   under  this   Agreement   and  the   completion  of  the
          transactions contemplated under this Agreement will not conflict with,
          or result in the  breach of or the  acceleration  of any  indebtedness
          under, or constitute  default under,  the constating  documents of the
          Company or any indenture, mortgage, agreement, lease, licence or other
          instrument  of any kind  whatsoever to which the Company is a party or
          by which it is bound, or any judgement or order of any kind whatsoever
          of any Court or administrative body of any kind whatsoever by which it
          is bound.

5.   Covenants of the Company

     The Company hereby covenants to and with the Purchaser that:

     (a)  the Shares to be issued will be duly and validly created and issued;

     (b)  the Company will use its reasonable  commercial  efforts to obtain all
          necessary  approvals  of the  TSXV  for  the  issuance  of the  Shares
          pursuant  to this  Agreement  subject  only to the filing of  required
          documents  which  cannot  reasonably  be filed until after the Closing
          Date;


                                       6
<PAGE>

     (c)  the Company will continue to be a Qualifying  Issuer as of the Closing
          Date;

     (d)  the Company will duly,  punctually and  faithfully  perform all of the
          obligations to be performed by it under this Agreement;

     (e)  as soon as is  reasonably  practicable,  and in any event on or before
          the Closing Date,  the Company  shall take all such steps,  if any, as
          may  reasonably  be  necessary  to enable the Shares to be offered for
          sale and sold on a private placement basis, as the case may be, by way
          of the Exemptions;

     (f)  the Company will use its reasonable  commercial  efforts to ensure the
          Shares will be listed for  trading on the TSXV;

     (g)  during the period  commencing  with the date  hereof and ending on the
          day after the Closing  Date,  the  Company  will  promptly  inform the
          Purchaser and the Purchaser's counsel in writing of:

          (i)  any  request  of  the   securities   regulatory   bodies  in  the
               jurisdiction  in which the  Company is a  reporting  issuer  (the
               "Securities Commissions") for any amendment to the Public Record;

          (ii) the  issuance  by  the   Securities   Commissions  or  any  other
               securities  commission  or similar  regulatory  authority  of any
               other jurisdiction,  the TSXV or by any other competent authority
               of any order to cease or suspend trading of any securities of the
               Company or of the  institution  or threat of  institution  of any
               proceedings for that purpose; or

          (iii)the  receipt  by  the  Company  of  any  communication  from  the
               Securities  Commissions  or any other  securities  commission  or
               similar regulatory authority of any other jurisdiction,  the TSXV
               or any other competent authority relating to the Public Record or
               the distribution of the Shares;

     (h)  the Company will promptly  comply,  to the reasonable  satisfaction of
          the Purchaser and the  Purchaser's  counsel,  with the Securities Laws
          with respect to any change or occurrence of the nature  referred to in
          paragraph 5(g) above;

     (i)  the Company will use its reasonable commercial efforts to maintain its
          status as a reporting issuer in British Columbia,  Alberta,  Manitoba,
          Ontario  and the Yukon  Territory  not in default  of any  requirement
          under the Securities Laws which would reasonably be expected to affect
          trading in the Company's securities;

     (j)  the Company will use its reasonable commercial efforts to maintain its
          listed status on the TSXV;

     (k)  the Company  will issue,  as required by the  Securities  Laws,  press
          releases regarding the issuance of the Shares;

     (l)  the Company agrees to make available to the Purchaser, the Purchaser's
          counsel and the Purchaser's other professional  advisors all books and
          records of the Company necessary,  in the Purchaser's opinion, for the
          Purchaser  to complete a due  diligence  review of the Company and its
          business  and affairs,  financial or  otherwise,  in  accordance  with
          industry practice in the context of a private placement of securities,
          and, in furtherance  thereof,  the Purchaser,  the Purchaser's counsel
          and the Purchaser's other professional  advisors shall have the right,
          acting  reasonably and upon written  request,  to meet with the senior
          management and the auditors of the Company;


                                       7
<PAGE>

     (m)  the Company shall  continue to operate its business and affairs in the
          normal course and shall not,  without the Purchaser's  consent,  as of
          the date hereof and until the Closing Date, reserve,  allot, create or
          issue any  Shares or other  securities  convertible  into  Shares,  or
          rights  to  purchase  the  foregoing,  except in  connection  with the
          Offering,  or for Shares issued and options issued under the Company's
          Stock Option Plans;

     (n)  the Company shall take all  necessary  steps to sell all of the shares
          in the  capital  stock of USSubCo  to Timothy J.  Haddon and Gerald E.
          Davis for the consideration of US$10 (the "USSubCo Sale"); and

     (o)  at the time of the USSubCo Sale, the Company shall obtain a release by
          USSubCo of all claims it may have at present or in the future  against
          the Company in a form  satisfactory to the Purchaser acting reasonably
          for consideration paid by the Company of US$60,000.

6.       Conditions to Closing in Favour of the Purchaser

     The  obligations  of the Purchaser to complete and close the share purchase
contemplated by this Agreement  shall be subject to the  satisfaction of each of
the following conditions on or before the Closing Date:

     (a)  the Company  shall  provide to the  Purchaser  a legal  opinion of the
          Company's  counsel  addressed  to the  Purchaser  and the  Purchaser's
          counsel in form and  substance  satisfactory  to the Purchaser and the
          Purchaser's counsel, with respect to such matters as the Purchaser and
          the  Purchaser's  counsel  may  reasonably  request  relating  to this
          transaction including, without limitation, that:

          (i)  the Company has been duly continued and is validly subsisting and
               in  good  standing  under  the  laws  of  its   jurisdiction   of
               incorporation, and has all requisite corporate power and capacity
               to  carry  on its  business  as now  conducted  and as  presently
               proposed to be conducted by it and to own its assets;

          (ii) the Company is duly  registered  or licensed to carry on business
               in the jurisdictions in Canada in which it owns assets or carries
               on business;

          (iii)the Company has full  corporate  power and capacity to enter into
               this  Agreement  and to issue  the  Shares,  and to  perform  its
               obligations set out herein;


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<PAGE>

          (iv) all necessary  corporate  action has been taken by the Company to
               authorise the  execution  and delivery of this  Agreement and all
               other  documents  created in  connection  with the  Offering  (as
               applicable)  and to  authorise  the  issuance and delivery of the
               Shares;

          (v)  this  Agreement  has been  duly  executed  and  delivered  by the
               Company and constitutes a legal,  valid and binding obligation of
               the Company  enforceable  against the Company in accordance  with
               its terms  except as such  enforceability  may be  limited by (i)
               applicable bankruptcy, insolvency, reorganization,  moratorium or
               other similar laws affecting the enforcement of creditor'  rights
               generally and (ii) general  principles of equity  (regardless  of
               whether such enforceability is considered in proceeding in equity
               or at law);

          (vi) the  execution  and delivery of this  Agreement by the Company do
               not and will not result in a breach of, or  constitute  a default
               under,  and do not and  will not  create a state of facts  which,
               after notice or lapse of time or both, will result in a breach of
               or constitute a default under, any applicable laws or of any term
               or  provision  of the  constating  documents  of the  Company  or
               resolutions  of  the  directors  or of  the  shareholders  of the
               Company;

          (vii)the board of  directors  of the Company  (including  no less than
               2/3 of the independent  directors) has duly and properly approved
               a resolution determining that:

               (A)  the Company is insolvent or in serious financial difficulty;

               (B)  the Offering is designed to improve the  financial  position
                    of the Company; and

               (C)  the   terms  of  the   Offering   are   reasonable   in  the
                    circumstances of the Company;

          (viii) the Shares to be issued under this Agreement have been duly and
               validly  authorised,   issued,  executed  and  delivered  by  the
               Company;

          (ix) the form and terms of the  definitive  certificates  representing
               the Shares have been approved by the directors of the Company;

          (x)  the  offering,  sale,  issue and  delivery  of the  Shares by the
               Company to the Purchaser  under this Agreement is exempt from the
               prospectus  and  registration  requirements  under the applicable
               Securities Laws of Ontario,  British  Columbia or Yukon Territory
               and, except for those that have already been obtained, no filing,
               proceeding,  approval, consent or authorisation is required to be
               made,  taken or obtained  by the Company to permit the  offering,
               sale,  issue and delivery of the Shares  under this  Agreement in
               those  jurisdictions other than the execution and filing by or on
               behalf of the Company with the applicable Securities  Commissions
               within  prescribed  time  periods  of  (i)  a  report  of  exempt
               distribution  as may  be  prescribed  by  such  Securities  Laws,
               together  with the  appropriate  fees;  and (ii) a report on Form
               45-102F2  prepared and executed in accordance  with  Multilateral
               Instrument 45-102; and


                                       9
<PAGE>

          (xi) as to the issued capital of the Company,  the distribution of the
               Shares (pursuant to applicable prospectus exemptions),  and as to
               all other legal matters, including compliance with the Securities
               Laws, in any way connected with the creation,  issuance, sale and
               delivery of the Shares and the transactions  contemplated hereby,
               as the Purchaser's counsel may reasonably request.

          It is understood  that the Company's  counsel may rely on certificates
          of officers of the Company,  the auditors of the Company,  opinions of
          other  counsel to the  Company,  and public  officials  but only as to
          relevant   matters  of  fact  and  opinion  on   Securities   Laws  of
          jurisdictions  other  than the Yukon  Territory,  including  as to the
          agreements  and  instruments to which the Company is party or by which
          it is bound. It is further  understood that the Company's  counsel may
          rely on a certificate of the Company's transfer agent as to the issued
          share capital of the Company;

     (b) the Company shall represent and warrant to the Purchaser that:

          (i)  the Company  shall have complied with and satisfied all terms and
               conditions  of this  agreement on its part to be complied with or
               satisfied at or prior to the Closing Date;

          (ii) the  representations  and  warranties of the Company set forth in
               this  agreement   including  those  relating  to  the  Litigation
               referred  to in  Schedule  "A" shall be true and  correct  at the
               Closing Date, as if made at such time; and

          (iii)the Company  shall have filed all  documents  that it is required
               to  file  under  the  continuous  disclosure  provisions  of  the
               Securities   Laws,   including   annual  and  interim   financial
               information  and  annual  reports,   press  releases   disclosing
               material changes and material change reports;

          and the Company shall provide to the Purchaser a certificate dated the
          Closing  Date,  addressed to the Purchaser and signed on the Company's
          behalf by the Chief Executive Officer,  the Chief Financial Officer or
          by such other  officers  or  directors  as the  Purchaser  may accept,
          certifying its compliance with this condition;

     (c)  the Company  shall  provide  evidence  satisfactory  to the  Purchaser
          acting reasonably that the Company is a "reporting  issuer" in British
          Columbia,  Alberta,  Manitoba,  Ontario and the Yukon Territory and is
          not in default of any  requirement  under the Securities Laws of those
          jurisdictions with respect to its obligations as a reporting issuer;



                                       10
<PAGE>

     (d)  the Company shall provide to the Purchaser  evidence  satisfactory  to
          the  Purchaser  acting  reasonably,  that the Company has obtained all
          necessary  approvals  for  the  Offering  from  applicable  Securities
          Commissions  or the  TSXV,  subject  only to the  filing  of  required
          documents  which cannot  reasonably be filed prior to the Closing Date
          and that the Shares have been  accepted  and listed for trading on the
          TSXV;

     (e)  the Company shall provide definitive certificates representing, in the
          aggregate,  all of the  Shares  subscribed  for under  this  Agreement
          registered  in such name or names as the  Purchaser  shall  direct the
          Company in writing prior to the Closing Date;

     (f)  the delivery to the  Purchaser by each of Timothy J. Haddon and Gerald
          E. Davis of his  resignation  as a director and officer of the Company
          and by Richard  Wake-Walker  of his  resignation  as a director of the
          Company;

     (g)  the delivery to the  Purchaser by each of Timothy J. Haddon and Gerald
          E.  Davis of the  termination  of his  employment  agreement  with the
          Company and a release of all claims  against  the  Company  under such
          employment  agreements  or  otherwise  in  form  satisfactory  to  the
          Purchaser acting reasonably;

     (h)  the USSubCo Sale shall have been completed;

     (i)  the Company  shall provide  evidence  reasonably  satisfactory  to the
          Purchaser that it has terminated its use of the Colorado Office;

     (j)  the Company shall obtain written  assurance from Timothy J. Haddon and
          Gerald  E.  Davis  in  form   satisfactory  to  the  Purchaser  acting
          reasonably  that  USSubCo  will  cease the use of the name  "Archangel
          Diamond  Corporation" in all ways or manners including but not limited
          to, letterhead,  business cards or signage and remove all reference to
          Company  anywhere in the Colorado Office  forthwith at the time of the
          USSubCo Sale; and

     (k)  the Company  shall  provide a true and complete  copy  certified by an
          officer of the Company of an Order dated November 22, 2002  dismissing
          a motion filed by the Company in Colorado State Court for the City and
          County of Denver seeking the courts reconsideration of its October 15,
          2002  Order   dismissing  the  Company's  action  against  LUKoil  and
          Ackhangelskgeoldobycha, as described in Schedule "A" hereto;

     (l)  the Company shall have  terminated the engagement  letter with Marks &
          Sokolov LLC ("M&S")  dated  February  22, 2002 and entered  into a new
          agreement  with M&S  regarding the payment of legal costs for services
          rendered by M&S to the Company,  all in form and terms satisfactory to
          the Purchaser;

     (m)  the purchase  from Task Holdings  Inc.  ("Task") of 17,305,226  common
          shares in the  capital  of the  Company by the  Purchaser  which is to
          close   concurrently  with  the  transactions   contemplated  in  this
          Agreement shall have been completed and closed; and


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<PAGE>

     (n)  the Company  shall have  received at least  conditional  acceptance of
          documentation  with respect to the  transactions  contemplated by this
          Agreement  from the TSXV and the  listing for trading of the Shares on
          the TSXV.

     These  conditions  are  for  the  sole  benefit  of the  Purchaser  and the
Purchaser  may,  in its  discretion,  waive in  whole or in part any  conditions
hereof or extend the time for compliance therewith,  without prejudice to any of
its rights in respect of any other condition hereof.

7.   Acknowledgements and Covenants of the Purchaser

     The  Purchaser  hereby  acknowledges  and covenants to and with the Company
that:

     (a)  as the sale of the Shares to the Purchaser is being completed pursuant
          to exemptions  from the  requirements  to provide the Purchaser with a
          prospectus and to sell the securities  subscribed for herein through a
          person  registered  to sell  securities  under  applicable  securities
          legislation:

          (i)  there is no  government  or other  insurance  covering the Shares
               subscribed;

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

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

          (iv) no  securities  commission  or similar  regulatory  authority has
               reviewed  or passed on the  merits of the Shares  subscribed  for
               herein;

     (b)  the distribution  and trade of the Shares is being completed  pursuant
          to exemptions  from the  prospectus  and  registrations  requirements.
          Accordingly the Shares are  characterized  as "restricted  securities"
          under  Securities  Laws and under such laws such  Shares may be resold
          without a person registered to sell securities or a prospectus only in
          certain  limited  circumstances.  It  is  the  responsibility  of  the
          Purchaser to find out what the  restrictions on the re-sale are and to
          comply  with  them  before   selling  any  Shares  and  the  Purchaser
          acknowledges  that the  certificates  representing  the Shares offered
          hereunder shall bear legends denoting such re-sale  restrictions.  The
          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;


                                       12
<PAGE>

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

     (d)  upon receipt of the Shares from the Company under this Agreement,  the
          Shares  will be kept in a  location  outside  of Canada and the United
          States.

8.   Conditions of Closing in Favour of the Company

     The  obligations  of the Company to complete  and close the share  purchase
contemplated by this agreement  shall be subject to the  satisfaction of each of
the following conditions on or before the Closing Date:

     (a)  the  Purchaser  shall have  delivered  to the  Company  payment of the
          Purchase Price in accordance with this Agreement;

     (b)  the Company  shall have  received at least  conditional  acceptance of
          documentation  with respect to the  transactions  contemplated by this
          Agreement  from the TSXV and the  listing for trading of the Shares on
          the TSXV; and

     (c)  all  representations and warranties of the Purchaser contained in this
          Agreement  shall be true and  correct as at the time of closing on the
          Closing Date.

     These  conditions  are for the sole  benefit of the Company and the Company
may, at its discretion waive in whole or in part any condition hereof, or extend
the time for  compliance  therewith,  without  prejudice to any of its rights in
respect of any other condition hereof.

9.   Survival

     Each of the parties agree that all  representations  and warranties made by
such  party  herein or  contained  in any  certificate  or  documents  submitted
pursuant to or in connection  with the  transactions  contemplated  herein shall
survive  the  Closing  Date  for a period  of three  (3)  years  except  for the
representations and warranties of the Company made under 4(m) above, which shall
survive for a period of six (6) years after the Closing Date, and except for any
representations  or warranties in respect of which a claim has been made against
such party  within such three (3) year or six (6) year  period,  as the case may
be.

10.  Indemnity

     Each party shall indemnify and save the other and its directors,  officers,
employees and agents harmless against and from all liabilities, claims, demands,
losses  (other than a loss of profits in  connection  with the  distribution  of
Shares),  costs,  damages  and  expenses to which such first party or any of its
directors,  officers,  employees or agents may be subject,  may suffer or incur,
whether under the provision of any statute or otherwise, in any way caused by or
arising  directly or indirectly from or in consequence of any  misrepresentation
or breach of warrant,  covenant or term of  condition of the other party in this
Agreement.


                                       13
<PAGE>

11.  Payment of Purchase Price

     On  satisfaction  or waiver of the Conditions  provided for in Section 6 or
Section 7 of this  Agreement,  the Purchaser shall deliver the Purchase Price to
the  Company on the Closing  Date  against  the  delivery of the  certificate(s)
representing the Shares. The Purchase Price shall be payable in cash,  certified
cheque or bank draft.

12.  Notices

     Any notice or other communication required or permitted hereunder shall, in
the case of notice to the Purchaser, be addressed to:

                  Cencan S.A.
                  9 Rue Sainte Zilte
                  L-2763 Luxembourg
                  Fax No: (+352) 264-871-301
                  Attention: Mr. A.R. Attwood

                  and to:

                  Fasken Martineau DuMoulin LLP
                  66 Wellington Street West
                  Suite 4200, Toronto Dominion Bank Tower
                  Box 20, Toronto Dominion Centre
                  Fax No: 416 364-7813
                  Attention: Robert L. Shirriff or Christopher A. Bent

               and in the case of notice to the Company shall be addressed to:

                  Archangel Diamond Corporation
                  c/o 204 Lambert Street
                  Whitehorse, Yukon Territory
                  Y1A 3T2
                  Fax:  (867) 667-7600
                  Attention:  President and CEO

                  and to:

                  Getz Prince Wells
                  Suite 1810, 1111 West Georgia Street
                  Vancouver, British Columbia
                  V6E 4M3
                  Fax No: (604) 685-9798
                  Attention: D. Jeff Larkins

                                       14
<PAGE>

Any such  notice or other  communication  shall be given in  writing  and may be
given by telefax or delivery, and shall be deemed to have been given on the next
business day after being  telefaxed or upon receipt by a responsible  officer of
the addressee if delivered.

13.  Entire Agreement

     This  Agreement  relating  to  its  subject  matter  supersedes  all  prior
agreements with respect  thereto and may not be changed  orally,  but only by an
agreement in writing signed by the Purchaser and the Company.

14.  News Releases

     Neither  party hereto shall,  without the prior consent of the other,  make
any  disclosure  regarding the  existence,  purpose,  scope,  content,  terms or
conditions of this Agreement or other  agreements  relating  thereto save to the
extent such disclosure  comprises  information  substantially  already  publicly
available or unless it is necessary  for that party to make such  disclosure  in
order  to  comply  with  Securities  Laws  or  applicable  TSXV  policy  or  the
requirements of a competent government or statutory agency; provided that, where
practicable, a copy of any proposed announcement or statement shall be furnished
to the other  parties  hereto in advance of the  proposed  date of  publication.
Nothing  herein shall  prevent  disclosure  of the terms of this  Agreement to a
corporate  party's  directors,  officers,  employees or agents or its financial,
legal, accounting or other advisors.

15.  General

15.1 For the purposes of this Agreement, time is of the essence.

15.2 The parties hereto shall execute and deliver all such further documents and
instruments  and do all such  acts  and  things,  either  before  or  after  the
execution of this Agreement, as may be reasonably required to carry out the full
intent and meaning of this Agreement.

15.3 Except as otherwise  expressly  provided  herein,  the parties  hereto each
agree to pay the fees and out-of-pocket expenses of its own solicitors and other
professional  advisors  and  consultants  in  connection  with the  transactions
contemplated in this Agreement.

15.4 Except as otherwise  expressly  provided herein,  all dollar amounts stated
herein  are in  lawful  money of  Canada.

15.5 Unless the context otherwise requires, words importing the singular include
the plural and vice versa and words importing gender include all genders.

15.6 This Agreement shall be subject to, governed by and construed in accordance
with  the  laws of the  Province  of  Ontario  and the  federal  laws of  Canada
applicable therein.

15.7 This Agreement  shall be binding upon and shall enure to the benefit of the
parties hereto and their  respective  successors and assigns,  provided that the
party hereto may assign any rights  hereunder  without the prior written consent
of the other parties hereto.


                                       15
<PAGE>

15.8 This  Agreement may be executed by the parties in as many  counterparts  as
may be deemed necessary, each of which when so executed shall be deemed to be an
original and all such  counterparts  together shall  constitute one and the same
instrument and receipt of a facsimile  version of an executed  signature page of
this Agreement by a party shall constitute satisfactory evidence of execution of
this Agreement by such party.

     IN WITNESS WHEREOF the parties have executed this Agreement effective as of
the date first above written.

                                CENCAN S.A.


                                By:
                                         -------------------------------------
                                Name:
                                Title:


                                ARCHANGEL DIAMOND CORPORATION


                                By:
                                         -------------------------------------
                                Name:    Timothy J. Haddon
                                Title:   President and Chief Executive Officer




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