EXHIBIT 4.03


                         TERMINATION & RELEASE AGREEMENT
                         -------------------------------

THIS TERMINATION AGREEMENT dated as of the date of execution set out below;

BETWEEN:

          ARCHANGEL DIAMOND CORPORATION,  a Corporation continued under the laws
          of the Yukon Territories, Canada;

                                                                   ("Archangel")

          AND:  TIMOTHY  J.  HADDON,  of the  City of  Denver  in the  State  of
          Colorado, U.S.A.;

                                                                      ("Haddon")

 WITNESSES THAT WHEREAS:

A.   Archangel and Haddon have entered into a an executive  employment agreement
     dated  November  27,  1997 as  amended  January  1, 2002  (the  "Employment
     Agreement");

B.   Archangel and Haddon wish to terminate the Employment Agreement;

          NOW  THEREFORE  in   consideration  of  the  premises  and  agreements
          contained  herein  and  other  good and  valuable  consideration,  the
          receipt and  sufficiency of which is acknowledged by each of them, the
          parties hereto agree as follows:

1.  Archangel and Haddon  acknowledge,  confirm and agree that as of the date of
this Termination Agreement, the Employment Agreement is hereby terminated and of
no further  force or effect and both parties  hereby waive any prior or existing
breach thereunder as of the date hereof.

2. HADDON DOES HEREBY REMISE,  RELEASE AND FOREVER DISCHARGE Archangel including
its respective directors,  officers, employees,  servants, agents, predecessors,
successors  and  assigns,  and  each  of them  (individually  a  "Releasee"  and
collectively the "Releasees") of and from any and all actions, causes of action,
claims,  demands,  damages,   interest,  costs,  expenses  and  compensation  of
whatsoever kind and howsoever arising, whether known or unknown (collectively, a
"Claim"),  and which Haddon now has or at any time  hereafter  can, shall or may
have, in any way resulting or arising from any cause, matter or thing whatsoever
existing  up to  the  present  time  with  respect  to  the  Releasees,  and  in
particular, but without restricting the generality of the foregoing, of and from
or in connection  with any  business,  directorship  or  employment  arrangement
between or among Haddon or his  affiliates  and any or all of the  Releasees and
any remuneration obligation or settlement related thereto, SAVE AND EXCEPT for:


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     (a)  any salary payable to Haddon  pursuant to the Employment  Agreement as
          of the date of this Termination Agreement;

     (b)  any deferred salary or bonus  obligations  owed to Haddon by Archangel
          as of the date of this Termination Agreement;

     (c)  any outstanding  stock options or other rights to purchase  granted or
          issued to Haddon in any  capacity by  Archangel up to the date of this
          Termination Agreement;

     (d)  any claim or right of  indemnity  from  Archangel  for the  benefit of
          Haddon in  accordance  with Yukon  corporate  law in connection to any
          Claim made against Haddon in his capacity as an employee or officer of
          Archangel; and

     (e)  the rights and obligations set out in this Agreement .

3.  Haddon  hereby  acknowledges  and  agrees  that any and all  rights of first
refusal and powers of attorney  granted to Haddon by  Archangel  are  cancelled,
terminated or revoked, as the case may be, and of no further force and effect.

4. Haddon acknowledges and agrees that:

     (a)  neither  Haddon  nor his  affiliates  shall make any claim or take any
          proceedings  against any other person or  corporation  who might claim
          contribution or indemnity from the Releasees or any of their officers,
          employees, servants, agents, predecessors, successors or assigns;

     (b)  the Release  herein is intended to be a general  Release in respect of
          any claim or potential claim,  known or unknown,  that Haddon may have
          against any of the Releasees;

     (c)  he has had the  opportunity  to seek  independent  legal  advice  with
          respect to the terms of  settlement as set forth herein as well as the
          effect of the Release herein and he fully understands the contents and
          the effect thereof; and

     (d)  he has read this  Termination  Agreement and hereby confirms that this
          Agreement contains the entire agreement between the parties hereto and
          the  ten-ns of the  Release  herein  are  contractual,  and not merely
          recital.

5. This  Termination  Agreement  constitutes  the entire  agreement  between the
parties with respect to the subject matter hereof and cancels and supersedes any
prior  understandings  and  agreements  between the parties  hereto with respect
thereto.   There  are  no  representations,   warranties,   forms,   conditions,
undertakings or collateral agreements,  express implied or statutory between the
parties other than as expressly set forth in this Termination Agreement.

6. This Termination  Agreement shall enure to the benefit of and be binding upon
the heirs, executors,  administrators and legal personal  representatives of the
parties to this Termination Agreement.


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7. This Termination  Agreement is governed by and interpreted in accordance with
the laws from time to time in force in Ontario and the laws of Canada applicable
herein.

IN WITNESS  WHEREOF the  parties,  intending  to be bound,  have  executed  this
Termination Agreement this 19th day of December, 2002.

ARCHANGEL DIAMOND CORPORATION
By:


/s/ Michael J.M. Farmiloe
------------------------------------
(Authorized Signatory)

Michael J.M. Farmiloe
------------------------------------
Print Name, Title

SIGNED, SEALED AND DELIVERED        )
by TIMOTHY J. HADDON in             )
the presence of:                    )
                                    )
/s/ Christopher Bent                )       /s/ Timothy J. Haddon     (Seal)
---------------------------------   )      ----------------------------------
Witness                             )      TIMOTHY J. HADDON
                                    )
Christopher Bent                    )
-----------------                   )
Print Name                          )