Filed by Automated Filing Services Inc. (604) 609-0244 - Kimber Resources Inc. - Exhibit 4.u





 This is page 1 of 17 pages of a subscription agreement and
  related appendixes, schedules and forms. Collectively, these pages together
  

  are referred to as the "Subscription Agreement". 

 20F ITEM 19 EXHIBIT 4.U

  

 KIMBER RESOURCES INC.

  NON-BROKERED PRIVATE PLACEMENT

 SUBSCRIPTION AGREEMENT

  (U.S. SUBSCRIBERS) 

  

 INSTRUCTIONS TO PURCHASER

 This form is for use by all U.S. subscribers. A "U.S. subscriber"
  is any "U.S. Person" under Regulation S of the United States Securities Act
  of 1933, as amended (the "U.S. Securities Act"). This will include (a) any natural
  person resident in the United States; (b) any partnership or corporation organized
  or incorporated under the laws of the United States; (c) any partnership or
  corporation organized outside the United States by a U.S. Person principally
  for the purposes of investing in securities not registered under the U.S. Securities
  Act, unless it is organized or incorporated, and owned, by U.S. accredited investors
  who are not natural persons, estates or trusts; (d) any estate of which any
  executor or administrator is a U.S. Person. 

	 1.      	 Complete all the information in the boxes on page
        1 and sign where indicated with an "X". 

	 
	 2.      	 Complete and sign the "Accredited Investor Questionnaire
        (United States)" that starts on page 5. The purpose of the questionnaire
        is to determine whether you meet the standards for participation in a
        private placement under applicable federal United States securities laws.
        If you complete the "Accredited Investor Questionnaire (United States)",
        then such questionnaire will be deemed to be incorporated by reference
        into this Subscription Agreement. 

	 
	 3.      	 If you are a portfolio manager and are purchasing
        the Purchased Securities (as defined below) for an account or accounts
        that are fully managed by you, then either (a) the aggregate acquisition
        cost of the Purchased Securities to you must be at least CAD 97,000 or
        (b) you must fall within the British Columbia definition of an "accredited
        investor" and complete and sign the "Accredited Investor Questionnaire
        (British Columbia)" that starts on page 7. The purpose of the questionnaire
        is to determine whether you meet the standards for participation in a
        private placement under Multilateral Instrument 45-103 adopted by the
        British Columbia Securities Commission. 

	 
	 4.      	 If you are a corporation, partnership, trust or
        entity other than an individual, then complete and sign the "Corporate
        Placee Registration Form" (Form 4C) that starts on page 9. 

	 
	 5.      	 If you are a portfolio manager, complete and sign
        the "Portfolio Manager: Additional Undertaking and Certification" on page
        11. 








 

	 Subscription Agreement (with related appendixes, schedules
      and forms)  	 
		 Page 2 of 17 pages  


 NON-BROKERED PRIVATE PLACEMENT 

  SUBSCRIPTION AGREEMENT 

 TO:                         KIMBER
  RESOURCES INC. (the "Issuer"), of #215, 800 West Pender St., Vancouver, British
  Columbia, V6C 2V6 

 Subject and pursuant to the terms set out in the Terms on pages 2 to 4, the
  General Provisions on pages 12 to 17 and the other schedules and appendixes
  incorporated by reference, the Purchaser hereby irrevocably subscribes for,
  and on Closing will purchase from the Issuer, the following securities at the
  following price: 


	 _______________________________________ Units 
      

	  
	 CAD $0.70 per Unit for a total purchase price of
      CAD $  __________________________________________________ 
	 
	 The Purchaser owns, directly or indirectly, the
      following securities of the Issuer:  
	_____________________________________________________________________________________________



 The Purchaser directs the Issuer to issue, register and deliver the certificates
  representing the Purchased Securities as follows: 

	 REGISTRATION INSTRUCTIONS:  	  	 DELIVERY INSTRUCTIONS:  
	  	 	  
	 
    	 	 
	 Name to appear on certificate  	  	 Name and account reference, if applicable  
	  	 	  
	 
    	 	 
	 Account reference, if applicable  	  	 Contact name  
	  	 	  
	 
    	 	 
	 Address  	  	 Address  
	  	 	  
	 
    	 	 
	  	  	 Telephone number  




  EXECUTED by the Purchaser this ____________day of  _____________
  , 2003. By executing this Agreement, the Purchaser certifies that the Purchaser
  and any beneficial purchaser for whom the Purchaser is acting is resident in
  the jurisdiction shown as the "Address of the Purchaser". Unless the
  jurisdiction shown as the "Address of the Purchaser" is British Columbia, then
  the Purchaser certifies that the Purchaser is NOT resident in British
  Columbia.  

  

  	
        WITNESS:  	  	
        EXECUTION BY PURCHASER:  
	 	 	 
	_________________________________________________________________
      	  	
        X  _______________________________________________________________
      
	
        Signature of witness  	  	
         Signature of individual (if Purchaser is an individual) 
      
	 	 	 
	_________________________________________________________________
      	  	
        X  _______________________________________________________________
      
	
        Name of witness  	  	
        Authorized signatory (if Purchaser is not an individual) 
      
	 
      	 	  
	_________________________________________________________________
      	 	_________________________________________________________________
	
        Address of witness  	  	
        Name of Purchaser (please print)  
	 
      	 	  
	_________________________________________________________________
      	 	_________________________________________________________________
	 
      	  	
        Name of authorized signatory (please print)  
	 ACCEPTED this ________ day of ________ , 2003. 
      	  	 
      
	 KIMBER RESOURCES INC.  	  	_________________________________________________________________
      
	 Per:  	  	
        Address of Purchaser (residence)  
	 	 	 
	  	 	_________________________________________________________________
	 Authorized signatory  	  	
        Telephone number and e-mail address  
	 	 	 





 By signing this acceptance, the Issuer agrees to be bound
  by the Terms on pages 2 to 4, the General Provisions on pages 12 to 17 and the
  other schedules and appendixes incorporated by reference. 




 

	 Subscription Agreement (with related appendixes, schedules
      and forms)	 Page 2 of 17 pages


TERMS 

	 Reference date of this Agreement 
    	 The date this Subscription
        Agreement is executed by the Purchaser on page 1 (the "Agreement
        Date")  

	  	 
	 The Offering 
	  	 
	 The Issuer  	 Kimber Resources Inc. (the
        "Issuer")  

	  	 
	 The Agent  	 Not applicable. This is
        a non-brokered private placement.

	  	 
	 Offering  	 The offering consists of
        an aggregate of 1,000,000 units (the "Units") of the Issuer at a price
        of CAD 0.70 per unit for a total amount of CAD 700,000.  

	  	 
	 Purchased Securities  	 The "Purchased Securities"
        are Units. Each Unit consists of one previously unissued common share,
        as presently constituted (a "Share") and one-half of one non-transferable
        share purchase warrant (a "Warrant") of the Issuer. One whole Warrant
        will entitle the holder, on exercise, to purchase one additional common
        share of the Issuer (a "Warrant Share") for a period of 12 months from
        the date of issuance of the Unit, at a price of CAD 0.80 per Warrant Share.
      

	  	 
	 Finder's Fee	 Not applicable. 

	  	 
	 Price  	 CAD 0.70 per Unit

	 	 
	Warrants 	The Warrants will be issued
        and registered in the name of the Purchasers or their nominees. 
        

        

        The Warrants will be non-transferable.  

        

        The certificates representing the Warrants will, among other things, include
        provisions for the appropriate adjustment in the class, number and price
        of the Warrant Shares issued upon exercise of the Warrants upon the occurrence
        of certain events, including any subdivision, consolidation or reclassification
        of the Issuer's common shares, the payment of stock dividends and the
        amalgamation of the Issuer. 

        

        The issue of the Warrants will not restrict or prevent the Issuer from
        obtaining any other financing, or from issuing additional securities or
        rights, during the period within which the Warrants may be exercised.
      

	 	 
	Selling Jurisdictions  	The Units may be sold in the United States (the
      "Selling Jurisdiction").  
	 	 
	Exemptions 	The offering will be made in accordance with the
      following exemptions from prospectus requirements and U.S. registration
      requirements:




	 	 	 a)      	 the B.C. "accredited investor" exemption (s. 5.1,
        Multilateral Instrument MI 45-103); 

	 
	 	 	 b)      	 the "CAD 97,000 purchaser" exemption (section 74(2)(4)
        of the Securities Act (British Columbia); 

	 
	 	 	 c)      	 the exemption provided under British Columbia Instrument
        72-503 for certain purchasers who reside outside British 








 

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      and forms)	 Page 3 of 17 pages


 

	 	 	 	 Columbia and who are not foreign portfolio managers
        purchasing for accounts fully managed by them; and 

	 
	 	 	 d)      	 Regulation D of the United States Securities
        Act of 1933, as amended (the "U.S. Securities Act"). 



	 	 	 
	 Resale restrictions and legends
      applicable to a 

      Purchaser who is a  U.S. Person  	 The Purchased
        Securities will be subject to an indefinite hold period in the United
        States unless registered in the United States or an exemption from the
        registration requirements of the U.S. Securities Act is available. 

	  	 	 
	  	 At the time
        of Closing of the offering, the Issuer will be a "qualifying issuer" within
        the meaning of Multilateral Instrument 45-102. Under the applicable securities
        laws of British Columbia, the Purchased Securities will therefore be subject
        to a four-month hold period that starts to run on Closing.  

	  	 	 
	  	 The Purchaser
        acknowledges that the certificates representing the Purchased Securities
        will bear the following legends: 

	  	 	 
	  	 	 "Unless permitted under securities legislation,
        the holder of the securities shall not trade the securities before [date
        that is four months and a day after the Closing.]" 

	  	 	 
	  	 	 "Without prior written approval of the
        TSX Venture Exchange and compliance with all applicable securities legislation,
        the securities presented by this certificate may not be sold, transferred,
        hypothecated or otherwise traded on or through the facilities of the TSX
        Venture Exchange or otherwise in Canada or to or for the benefit of a
        Canadian resident until [insert the date following the fourth month after
        the distribution]." 

	  	 	 
	  	 	 "The securities represented hereby have
        not been registered under the U.S. Securities Act of 1933, as amended
        (the "U.S. Securities Act") or under any state securities laws. The holder
        hereof, by purchasing such securities, agrees for the benefit of the corporation
        that such securities may be offered, sold or otherwise transferred, assigned
        or pledged only pursuant to an effective registration statement under
        the U.S. Securities Act or pursuant to an exemption therefrom if the corporation
        has received an opinion of counsel satisfactory to the corporation that
        such registration is not required." 

	  	 	 
	  	 The Issuer agrees
        that the Securities will bear no legends other than those set out here. 
      

	  	 	 
	  	 The Purchaser
        is advised to consult with its own legal counsel or advisor to determine
        the resale restrictions that may be applicable to it. 

	  	 	 
	 Closing Date  	 The Closing
        will take place on December 11, 2003, or such other date as the Issuer
        and the Purchaser may agree upon in writing. 

	  	 	 
	 Additional definitions 
    	 See "GENERAL
        PROVISIONS". 







 

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	 The Issuer 	 
	  	 
	 Jurisdiction of organization 
    	 The Issuer is incorporated
        under the laws of British Columbia.  

	  	 
	 Authorized capital  	 The authorized capital of
        the Issuer is 80,000,000 common shares. 

	  	 
	 Outstanding capital  	 The Issuer has 18,400,045
        common shares issued and outstanding as of December 2, 2003.  

	  	 
	 Stock exchange listings 
    	 Shares of the Issuer are
        listed on the TSX Venture Exchange (the "Exchange"). Also listed are the
        common share purchase warrants issued by the Issuer in 2002.  

	  	 
	 "Securities Legislation Applicable 
      
 to the Issuer"  	 In the context of the private
        placement contemplated under this Subscription Agreement, the "Securities
        Legislation Applicable to the Issuer" is the Securities Act (British
        Columbia) and the regulations and rules thereunder, the U.S. Securities
        Act and any regulations and rules made and promulgated thereunder and
        all administrative policy statements, blanket orders and rulings, notices
        and other administrative directions issued by the British Columbia Securities
        Commission and the United States Securities and Exchange Commission. 



 END OF TERMS




 

	 Subscription Agreement (with related appendixes, schedules
      and forms)	 Page 5 of 17 pages


 Accredited Investor Questionnaire

  (United States) 

 (Capitalized terms not specifically defined in this questionnaire
  have the meaning ascribed to them in the Subscription Agreement to which this
  questionnaire is attached.) 

 In connection with the execution of the Subscription Agreement
  to which this questionnaire is attached, the undersigned (the "Purchaser") represents
  and warrants to Kimber Resources Inc. (the "Issuer") that: 

	 1.      	 If the Purchaser is an individual (that is, a natural
        person and not a corporation, partnership, trust or other entity), then
        it satisfies one or more of the categories indicated below (please place
        an "X" on the appropriate line or lines): 





	 	 ________   Category 1 
    	  	 A natural person whose individual
        net worth, or joint net worth with that person's spouse, at the date of
        this questionnaire exceeds USD 1,000,000; 

	 	  	 	 
	 	 ________   Category 2 
    	  	 A natural person who had
        an individual income in excess of USD 200,000 in each of the two most
        recent years or joint income with that person's spouse in excess of USD
        300,000 in each of those years and has a reasonable expectation of reaching
        the same income level in the current year; or  

	 	  	 	 
	 	 ________   Category 3 
    	  	 A natural person who is
        a broker or dealer registered pursuant to Section 15 of the United States
        Securities Exchange Act of 1934;  




	 2.      	 If the Purchaser is a corporation, partnership, trust or other entity),
      then it satisfies one or more of the categories indicated below (please
      place an "X" on the appropriate lines): 




	 	 ________   Category 1 
    	  	 An organization described
        in Section 501(c)(3) of the United States Internal Revenue Code, a corporation,
        a Massachusetts or similar business trust or partnership, not formed for
        the specific purpose of acquiring the Securities, with total assets in
        excess of USD 5,000,000;  

	 	  	 	 
	 	 ________   Category 2 
    	  	 A trust that (a) has total
        assets in excess of USD 5,000,000, (b) was not formed for the specific
        purpose of acquiring the Securities and (c) is directed in its purchases
        of securities by a person who has such knowledge and experience in financial
        and business matters that he/she is capable of evaluating the merits and
        risks of an investment in the Securities;  

	 	  	 	 
	 	 ________   Category 3 
    	  	 An investment company registered
        under the United States Investment Company Act of 1940 or
        a business development company as defined in Section 2(a)(48) of that
        Act;  

	 	  	 	 
	 	 ________   Category 4 
    	  	 A Small Business Investment
        Company licensed by the U.S. Small Business Administration under Section
        301(c) or (d) of the United States Small Business Investment
        Act of 1958;  

	 	  	 	 
	 	 ________   Category 5 
    	  	 A private business development
        company as defined in Section 202(a)(22) of the Investment Advisors Act
        of 1940; or  

	 	  	 	 
	 	 ________   Category 6 
    	  	 An entity which is a broker
        or dealer registered pursuant to Section 15 of the United States Securities
        Exchange Act of 1934; or  

	 	  	 	 
	 	 ________   Category 7 
    	  	 An entity in which all of
        the equity owners satisfy the requirements of one or more of the foregoing
        categories.  









 

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 The statements made in this questionnaire are true and accurate
  to the best of my information and belief and I will promptly notify the Issuer
  of any changes in the answers. 

	 Dated  _______________2003 	  
	  	 X  _______________________________________________________________
    
	  	 Signature of individual (if Purchaser is an individual) 
    
	  	  
	 	 X  _______________________________________________________________
    
	  	 Authorized signatory (if Purchaser is not an individual) 
    
	  	  
	 	  
	  	_________________________________________________________________
	  	 Name of Purchaser ( please print)  
	 	  
	  	_________________________________________________________________
	  	 Name of authorized signatory ( please print) 
    
	  	 
	 	_________________________________________________________________
	  	 Official capacity of authorized signatory (please print) 
    






 

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      and forms)	 Page 7 of 17 pages


 Accredited Investor Questionnaire

  (British Columbia) 

 (Capitalized terms not specifically defined in this questionnaire
  have the meaning ascribed to them in the Subscription Agreement to which this
  questionnaire is attached.) 

 In connection with the execution of the Subscription Agreement
  to which this Schedule is attached, the undersigned (the "Purchaser") represents
  and warrants to the Issuer that the Purchaser satisfies one or more of the categories
  indicated below (please place an "X" on the appropriate lines): 

	 ________   Category 1 
    	  	 a Canadian financial institution,
        or an authorized foreign bank listed in Schedule III of the Bank Act
        (Canada)  

	  	 	 
	 ________   Category 2 
    	  	 the Business Development
        Bank of Canada incorporated under the Business Development Bank
        of Canada Act (Canada)  

	  	 	 
	 ________   Category 3 
    	  	 an association under the
        Cooperative Credit Associations Act (Canada) located in Canada
        or a central cooperative credit society for which an order has been made
        under subsection 473(1) of that Act 

	  	 	 
	 ________   Category 4 
    	  	 a subsidiary of any person
        or company referred to in Categories 1 to 3, 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 
      

	  	 	 
	 ________   Category 5 
    	  	 a person or company registered
        under the securities legislation of a jurisdiction of Canada, as an adviser
        or dealer, other than a limited market dealer registered under the Securities
        Act (Ontario) or the Securities Act (Newfoundland and Labrador) 
      

	  	 	 
	 ________   Category 6 
    	  	 an individual registered
        or formerly registered under the securities legislation of a jurisdiction
        of Canada, as a representative of a person or company referred to in Category
        5 

	  	 	 
	 ________   Category 7 
    	  	 the government of Canada
        or a jurisdiction of Canada, or any crown corporation, agency or wholly
        owned entity of the government of Canada or a jurisdiction of Canada 

	  	 	 
	 ________   Category 8 
    	  	 a municipality, public board
        or commission in Canada  

	  	 	 
	 ________   Category 9 
    	  	 any national, federal, state,
        provincial, territorial or municipal government of or in any foreign jurisdiction,
        or any agency of that government  

	 	 	 
	________   Category 10	 	a pension fund that is regulated
        by either the Office of the Superintendent of Financial Institutions (Canada)
        or a pension commission or similar regulatory authority of a jurisdiction
        of Canada  

	 	 	 
	________   Category 11	 	an individual who, either
        alone or 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 CAD 1,000,000  

	 	 	 
	________   Category 12	 	an individual whose net income
        before taxes exceeded CAD 200,000 in each of the two most recent years
        or whose net income before taxes combined with that of a spouse exceeded
        CAD 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 
      

	 	 	 
	________   Category 13	 	a person or company, other
        than a mutual fund or non-redeemable investment fund, that, either alone
        or with a spouse, has net assets of at least CAD 5,000,000, and unless
        the person or company is an individual, that amount is shown on its most
        recently prepared financial statements  








 

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	 ________   Category 14  	  	 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  

	  	 	 
	 ________   Category 15  	  	 a mutual fund or non-redeemable investment
        fund that, in the local jurisdiction, is distributing or has distributed
        its securities under one or more prospectuses for which the regulator
        has issued receipts  

	  	 	 
	 ________   Category 16  	  	 a trust company or trust corporation
        registered or authorized to carry on business under the Trust and Loan
        Companies Act (Canada) or under comparable legislation in a jurisdiction
        of Canada or a foreign jurisdiction, trading as a trustee or agent on
        behalf of a fully managed account  

	  	 	 
	 ________   Category 17  	  	 a person or company trading as agent
        on behalf of a fully managed account if that person or company is registered
        or authorized to carry on business under the securities legislation of
        a jurisdiction of Canada or a foreign jurisdiction as a portfolio manager
        or under an equivalent category of adviser or is exempt from registration
        as a portfolio manager or the equivalent category of adviser  

	  	 	 
	 ________   Category 18  	  	 a registered charity under the Income
        Tax Act (Canada) that, in regard to the trade, has obtained advice
        from an eligibility adviser or other adviser registered to provide advice
        on the securities being traded  

	  	 	 
	 ________   Category 19  	  	 an entity organized in a foreign jurisdiction
        that is analogous to any of the entities referred to  in Categories
        1 through 5 and Category 10 in form and function, or  

	 	 	 
	________   Category 20	 	a person or company in respect of which
        all of the owners of interests, direct or indirect, legal or beneficial,
        except the voting securities required by law to be owned by directors,
        are persons or companies that are accredited investors 



 The statements made in this questionnaire are true and accurate
  to the best of my information and belief and the Purchaser will promptly notify
  the Issuer of any changes in the answers. 



	 Dated  _______________2003 	  
	  	 X  _______________________________________________________________
    
	  	 Signature of individual (if Purchaser is an individual) 
    
	  	  
	 	 X  _______________________________________________________________
    
	  	 Authorized signatory (if Purchaser is not an individual) 
    
	  	  
	 	  
	  	_________________________________________________________________
	  	 Name of Purchaser ( please print)  
	 	  
	  	_________________________________________________________________
	  	 Name of authorized signatory ( please print) 
    
	  	 
	 	_________________________________________________________________
	  	 Official capacity of authorized signatory (please print) 
    




	For the purposes hereof:
	 	 	 
	 	 (a)      	 "financial assets " means cash
        and securities; 

	 
	 	 (b)      	 "related liabilities" means: 

	 
	 	 	 (i)      
	 liabilities incurred or assumed for the purpose
        of financing the acquisition or ownership of financial assets; or 

	 
	 	 	 (ii)     
      
	 liabilities that are secured by financial assets;
      

	 
	 	 (c)      	 "eligibility adviser" means an
        investment dealer or equivalent category of registration, registered under
        the securities legislation of a jurisdiction of a purchaser and authorized
        to give advice with respect to the type of security being distributed.
      








 

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 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 CAD 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 

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

	 




	 Name 

        

      
	 City  	 Province or State  	 Country  
	
 
 	 	 	 
	
 
 	 	 	 







 

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 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)). 

 Dated at ____________________________________ on _______________________ ,
  2003. 

	  	  
	  	 X  _______________________________________________________________
    
	  	 Signature of individual (if Purchaser is an individual) 
    
	  	  
	 	 X  _______________________________________________________________
    
	  	 Authorized signatory (if Purchaser is not an individual) 
    
	  	  
	 	  
	  	_________________________________________________________________
	  	 Name of Purchaser ( please print)  
	 	  
	  	_________________________________________________________________
	  	 Name of authorized signatory ( please print) 
    
	  	 
	 	_________________________________________________________________
	  	 Official capacity of authorized signatory (please print) 
    


 THIS IS NOT A PUBLIC DOCUMENT




 

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 Portfolio Manager: 

  Additional Undertaking and Certification

 If the undersigned is a portfolio manager purchasing as agent
  for accounts that are fully managed by it, pursuant to an exemption from the
  prospectus requirements prescribed by British Columbia Securities Law, the undersigned
  acknowledges that it is bound by the provisions of the Securities Act
  (British Columbia) (the "Act"), and undertakes to comply with all provisions
  of the Act relating to ownership of, and trading in, securities including, without
  limitation, the filing of insider reports and reports pursuant to Section 111
  of the Act. If any of the information provided in this Form changes, the portfolio
  manager undertakes to notify the Exchange prior to participating in further
  private placements with Exchange listed companies.

 If the undersigned carries on business as a portfolio manager
  in a jurisdiction outside of Canada, the undersigned certifies that: 

	 	 (a)      	 it is purchasing securities of the 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 CAD 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. 



 Dated at _______________ on ______________________ , 2003.

	  	_________________________________________________________________
	  	 Name of Purchaser ( please print)  
	 	  
	  	_________________________________________________________________
	  	 Authorized signatory
	  	 
	 	_________________________________________________________________
	  	 Official capacity of authorized signatory (please print) 
    
	 	 
	 	 
	 	_________________________________________________________________
	 	Name of individual whose signature appears above, if 
      
 different from name of purchaser above ( please print) 
    






 

	 Subscription Agreement (with related appendixes, schedules
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 GENERAL PROVISIONS 

 1.                DEFINITIONS
  

 1.2             
  In the Subscription Agreement (including the first (cover) page, the Terms on
  pages 2 to 4, the General Provisions on pages 12 to 17 and the other schedules
  and appendixes incorporated by reference), the following words have the following
  meanings unless otherwise indicated: 

	 	 (a)      	 "Applicable Legislation" means the Securities Legislation
        Applicable to the Issuer (as defined on page 4) and all legislation incorporated
        in the definition of this term in other parts of the Subscription Agreement,
        together with the regulations and rules made and promulgated under that
        legislation and all administrative policy statements, blanket orders and
        rulings, notices and other administrative directions issued by the Commissions;
      

	 
	 	 (b)      	 "Closing" means the completion of the sale and purchase
        of the Purchased Securities; 

	 
	 	 (c)      	 "Closing Date" has the meaning assigned in the Terms;
      

	 
	 	 (d)      	 "Commissions" means the British Columbia Securities
        Commission and the SEC; 

	 
	 	 (e)      	 "Exchange" has the meaning assigned in the Terms;
      

	 
	 	 (f)      	 "General Provisions" means those portions of the
        Subscription Agreement headed "GENERAL PROVISIONS" and contained on pages
        12 to 17; 

	 
	 	 (g)      	 "Private Placement" means the offering of the Purchased
        Securities on the terms and conditions of this Subscription Agreement;
      

	 
	 	 (h)      	 "Purchased Securities" means the Units purchased
        under this Subscription Agreement; 

	 
	 	 (i)      	 "Regulation D" means Regulation D promulgated under
        the U.S. Securities Act; 

	 
	 	 (j)      	 "Regulation S" means Regulation S promulgated under
        the U.S. Securities Act; 

	 
	 	 (k)      	 "Regulatory Authorities" means the Commissions and
        the Exchange; 

	 
	 	 (l)      	 "SEC" means the United States Securities and Exchange
        Commission; 

	 
	 	 (m)      	 "Securities" means the Shares, the Warrants and
        the Warrant Shares; 

	 
	 	 (n)      	 "Subscription Agreement" means the first (cover)
        page, the Terms on pages 2 to 4, the General Provisions on pages 12 to
        17 and the other schedules and appendixes incorporated by reference; 

	 
	 	 (o)      	 "United States" has the meaning ascribed thereto
        in Regulation S of the U.S. Securities Act; 

	 
	 	 (p)      	 "U.S. Person" has the meaning ascribed thereto in
        Regulation S of the U.S. Securities Act; 

	 
	 	 (q)      	 "U.S. Securities Act" means the United States Securities
        Act of 1933, as amended; 

	 
	 	 (r)      	 "Terms" means those portions of the Subscription
        Agreement headed "TERMS" and contained on pages 2 to 4; and 

	 
	 	 (s)      	 "Warrants" includes the certificates representing
        the Warrants. 



 1.3             In
  the Subscription Agreement, unless otherwise specified, currencies are indicated
  with the ISO 4217 currency code so that, as examples, Canadian dollars are indicated
  with the prefix "CAD", United States dollars are




 

	 Subscription Agreement (with related appendixes, schedules
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 indicated with the prefix "USD", British pounds sterling are
  indicated with the prefix "GBP" and the euro is indicated with the prefix "EUR".


 1.4             In
  the Subscription Agreement, other words and phrases that are capitalized have
  the meaning assigned in the Subscription Agreement. 

 2.                REPRESENTATIONS
  AND WARRANTIES OF PURCHASER

 2.1             Acknowledgements
  concerning the offering. 

The Purchaser acknowledges that:


	 	 (a)      	 no securities commission or similar regulatory authority
        or any other agency, governmental authority, stock exchange or other entity
        (collectively, "Entities") has made any finding or determination as to
        the merit for investment of, nor have any such Entity passed on the merits
        o the Securities or made any recommendation or endorsement with respect
        to, the Securities; 

	 
	 	 (b)      	 the issuance, sale and delivery of the Securities
        to the Purchaser are conditional upon such issuance and sale being exempt
        from the prospectus requirements of all applicable securities legislation
        in Canada relating to the issuance and sale of the Securities or upon
        the issuance of such orders, rulings, consents or approvals as may be
        required to permit such sales without the requirement of filing a prospectus;
      

	 
	 	 (c)      	 the Securities have not been and will not be registered
        under the U.S. Securities Act or the securities laws of any state of the
        United States; that the sale contemplated hereby is being made in reliance
        on an exemption from such registration requirements; that the Securities
        may not be offered or sold in the United States unless registered under
        the U.S. Securities Act and the securities laws of all applicable states
        of the United States or an exemption from such registration requirements
        is available; that the Issuer has no obligation or present intention of
        filing a registration statement under the U.S. Securities Act in respect
        of any of the Securities; that the Issuer has no obligation or present
        intention to take any action so as to permit sales pursuant to the U.S.
        Securities Act; and the Purchaser understands that, absent registration,
        under the rules of the SEC, the Purchaser may be required to hold the
        Securities indefinitely or to transfer the Securities in "private placements"
        which are exempt from registration under the U.S. Securities Act, in which
        event the transferee will acquire "restricted securities" subject to the
        same limitations as in the hands of the Purchaser and the Purchaser understands
        that, as a consequence, the Purchaser must bear the economic risks of
        the investment in the Securities for an indefinite period of time; 

	 
	 	 (d)      	 there is no government or other insurance covering
        the Securities; 

	 
	 	 (e)      	 there are risks associated with the purchase of
        the Securities; 

	 
	 	 (f)      	 there are restrictions on the Purchaser's ability
        to resell the Securities and it is the responsibility of the Purchaser
        to find out what those restrictions are and to comply with them before
        selling the Securities; 

	 
	 	 (g)      	 the Issuer has advised the Purchaser that the Issuer
        is relying on an exemption from the requirements to provide the Purchaser
        with a prospectus and to sell securities through a person registered to
        sell securities under the Applicable Legislation and, as a consequence
        of acquiring securities pursuant to this exemption, certain protections,
        rights and remedies provided by the Applicable Legislation, including
        statutory rights of rescission or damages, will not be available to the
        Purchaser; 

	 
	 	 (h)      	 the certificates representing the Securities (and
        any certificates issued in exchange or substitution for the Securities)
        will bear a legend pursuant to the U.S. Securities Act as set out under
        the Terms on page 3 and that delivery of certificates bearing such legend
        may not constitute "good delivery" in settlement of transactions on Canadian
        stock exchanges or over-the-counter markets; 








 

	 Subscription Agreement (with related appendixes, schedules
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	 	 (i)      
	 no prospectus has been filed by the Issuer
        with the Commissions in connection with the issuance of the Purchased
        Securities, the issuance is exempted from the prospectus and registration
        requirements of the Applicable Legislation and: 

	 
	 	 	 (i)      
	 the Purchaser is restricted from using most of the
        civil remedies available under the Applicable Legislation; 

	 
	 	 	 (ii)      
	 the Purchaser may not receive information that would
        otherwise be required to be provided to the Purchaser under the Applicable
        Legislation; and 

	 
	 	 	 (iii)      
	 the Issuer is relieved from certain obligations
        that would otherwise apply under the Applicable Legislation; 

	 
	 	(k) 
	 the financial statements of the Issuer
        have been prepared in accordance with Canadian generally accepted accounting
        principles, which differ in some respects from United States generally
        accepted accounting principles, and thus may not be comparable to financial
        statements of United States companies. 



2.2             Certification
  as to residency

 The Purchaser certifies in favour of the Issuer that, as at
  the Agreement Date and at the Closing, the Purchaser is not resident in British
  Columbia, but that it is resident in the United States of America, its territories
  and possessions or any state of the United States or the District of Columbia
  (collectively, the "United States"). 

2.3             Representations
  and warranties of the Purchaser.

 The Purchaser represents and warrants to the Issuer that,
  as at the Agreement Date and at the Closing:

	 	 (a)      	 the Purchaser has not received a copy
        of an offering memorandum (as defined in any applicable Canadian securities
        legislation) or any similar document in connection with its subscription
        for Securities, and the decision to execute this Subscription Agreement
        and to purchase the Securities has not been based upon any oral or written
        representations as to fact or otherwise made by or on behalf of the Issuer,
        and this decision has been based entirely upon publicly available information
        concerning the Issuer; 

	 
	 	 (b)      	 the purchase of the Securities has not
        been made through, or as a result of, and to the knowledge of the Purchaser
        the distribution of the Securities is not being accompanied by, a general
        solicitation or advertisement including articles, notices or other communications
        published in any newspaper, magazine or similar media or broadcast over
        radio or television, or any seminar or meeting whose attendees have been
        invited by general solicitation or general advertising; 

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

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

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

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

	 
	 	 	 (iv)     
      
	 that any of the Securities will be listed and posted
        for trading on a stock exchange or that application has been made to list
        and post any of the Securities for trading on any stock exchange, except
        for the Shares; 

	 
	 	(d)	

       to the knowledge of the Purchaser, this subscription
        has not been solicited in any other manner contrary to the Applicable
        Legislation or the U.S. Securities Act; 

	 
	 	(e)	

      the Purchaser is at arm's length (as that term is customarily
        defined) with the Issuer; 








 

	 Subscription Agreement (with related appendixes, schedules
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	 	 (f)      	 the Purchaser is not a "control person" of the Issuer
        as defined in the Securities Act (British Columbia), will not become
        a "control person" by virtue of the purchase of any of the Securities,
        and does not intend to act in concert with any other person to form a
        control group of the Issuer; 

	 
	 	 (g)      	 the Purchaser has been advised to consult its own
        legal advisor with respect to applicable resale restrictions, and it is
        solely responsible for compliance with applicable resale restrictions;
      

	 
	 	 (h)      	 the Purchaser has been advised that there may be
        material tax consequences to the Purchaser of an acquisition or disposition
        of the Securities, that the Issuer gives no opinion and makes no representation
        with respect to the tax consequences to the Purchaser under United States,
        state, local or foreign tax laws of the Purchaser's acquisition or disposition
        of any Securities, that the Purchaser has been advised to consult its
        own tax advisor with respect to applicable tax legislation, and that it
        is solely responsible for compliance with applicable tax legislation;
      

	 
	 	 (i)      	 the Purchaser has no intention to distribute, and
        shall not transfer, either directly or indirectly, any of the Securities
        to any person within the United States or to a U.S. Person, except pursuant
        to an effective registration statement under the U.S. Securities act or
        an exemption therefrom; 

	 
	 	 (j)      	 the Purchaser is acquiring the Securities for its
        own account, for investment purposes only and not with a view to any resale,
        distribution or other disposition of the Securities in violation of the
        United States securities laws; 

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

	 
	 	 (l)      	 the offer made by this subscription is irrevocable
        (subject to the Purchaser's right to withdraw the subscription and to
        terminate the obligations as set out in this Subscription Agreement) and
        requires acceptance by the Issuer and approval of the Exchange; 

	 
	 	 (m)      	 the Purchaser has the legal capacity and competence
        to enter into and execute this Subscription Agreement and to take all
        actions required pursuant to the Subscription Agreement and, if the Purchaser
        is a corporation, it is duly incorporated and validly subsisting under
        the laws of its jurisdiction of incorporation and all necessary approvals
        by its directors, shareholders and others have been given to authorize
        execution of this Subscription Agreement on behalf of the Purchaser; 

	 
	 	 (n)      	 the entering into of this Subscription Agreement
        and the transactions contemplated hereby will not result in the violation
        of any of the terms and provisions of any law applicable to, or the constating
        documents of, the Purchaser or of any agreement, written or oral, to which
        the Purchaser may be a party or by which the Purchaser is or may be bound;
      

	 
	 	 (o)      	 this Subscription Agreement has been duly executed
        and delivered by the Purchaser and constitutes a legal, valid and binding
        agreement of the Purchaser enforceable against the Purchaser; 

	 
	 	 (p)      	 the Purchaser has been independently advised as
        to the applicable hold period imposed in respect of the Securities by
        securities legislation in the jurisdiction in which the Purchaser resides
        and confirms that no representation has been made respecting the applicable
        hold periods for the Securities and is aware of the risks and other characteristics
        of the Securities and of the fact that the Purchaser may not be able to
        resell the Securities except in accordance with the applicable securities
        legislation and regulatory policies; 

	 
	 	 (q)      	 the Purchaser consents to the Issuer making a notation
        on its records or giving instructions to any registrar and transfer agent
        of the Issuer in order to implement the restrictions on transfer referred
        to in this Subscription Agreement; 








 

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	 	 (r)      	 the Purchaser has such knowledge and experience
        in financial and business matters as to be capable of evaluating the merits
        and risks of an investment in the Securities and it is able to bear the
        economic risk of loss of his entire investment; 

	 
	 	 (s)      	 the Issuer has provided to the Purchaser the opportunity
        to ask questions and receive answers concerning the terms and conditions
        of the offering and it has had access to such information concerning the
        Issuer as it has considered necessary or appropriate in connection with
        its investment decision to acquire the Securities; and 

	 
	 	 (t)      	 if required by applicable securities legislation,
        policy or order or by any securities commission, stock exchange or other
        regulatory authority, the Purchaser will execute, deliver, file and otherwise
        assist the Issuer in filing, such reports, undertakings and other documents
        with respect to the issue of the Securities as may be required. 



2.4             Reliance,
  indemnity and notification of changes

 The representations and warranties in the Subscription Agreement
  (including the first (cover) page, the Accredited Investor Questionnaires, the
  Terms on pages 2 to 4, the General Provisions on pages 12 to 17 and the other
  schedules and appendixes incorporated by reference) are made by the Purchaser
  with the intent that they be relied upon by the Issuer in determining its suitability
  as a purchaser of Purchased Securities, and the Purchaser hereby agrees to indemnify
  the Issuer against all losses, claims, costs, expenses and damages or liabilities
  which the Issuer may suffer or incur as a result of reliance thereon. The Purchaser
  undertakes to notify the Issuer immediately of any change in any representation,
  warranty or other information relating to the Purchaser set forth in the Subscription
  Agreement (including the first (cover) page, the Accredited Investor Questionnaires,
  the Terms on pages 2 to 4, the General Provisions on pages 12 to 17 and the
  other schedules and appendixes incorporated by reference) which takes place
  prior to the Closing. 

2.5             Survival
  of representations and warranties

 The representations and warranties contained in this Section
  will survive the Closing.

 3.                REPRESENTATIONS
  AND WARRANTIES OF THE ISSUER

 3.1             Representations
  and warranties of the Issuer 

 The Issuer represents and warrants to the Purchaser that,
  as at the Agreement Date and at the Closing:

	 	 (a)      	 this Subscription Agreement, if and when it is executed
        by the Issuer, will have been duly executed and delivered by the Issuer
        and constitutes a legal, valid and binding agreement of the Issuer enforceable
        against the Purchaser in accordance with its terms; 

	 
	 	 (b)      	 the Issuer is a "reporting issuer" under the Securities
        Act (British Columbia) and under the Securities Act (Alberta); 

	 
	 	 (c)      	 the Issuer is a "foreign private issuer" under the
        U.S. Securities Act; 

	 
	 	 (d)      	 the common shares in the capital of the Issuer as
        well as certain share purchase warrants issued by the Issuer in 2002 are
        listed and posted for trading through the facilities of the Exchange.
      



3.2             Survival
  of representations and warranties

 The representations and warranties contained in this Section
  will survive the Closing.

4.                CLOSING

 4.1             The
  Purchaser acknowledges that there may be other sales of securities of the Issuer
  which may close after the Closing and that the Issuer has advised the Purchaser
  that the Issuer intends to effect a brokered private




 

	 Subscription Agreement (with related appendixes, schedules
      and forms)	 Page 17 of 17 pages




 placement of up to 1,000,000 units of the Issuer, having the
  same terms as the Units, shortly before or shortly after the Closing. 

 4.2             On
  or before the end of the fifth business day before the Closing Date, the Purchaser
  will deliver to the Issuer this Subscription Agreement and all applicable schedules
  and required forms, duly executed, and payment in full for the total price of
  the Purchased Securities to be purchased by the Purchaser. 

 4.3             At
  Closing, the Issuer will deliver to or to the order of the Purchaser the certificates
  representing the Purchased Securities purchased by the Purchaser registered
  in the name of the Purchaser or its nominee. 

5.                MISCELLANEOUS

 5.1             The
  Purchaser agrees to sell, assign or transfer the Securities only in accordance
  with the requirements of applicable securities laws and any legends placed on
  the Securities as contemplated by the Subscription Agreement. 

 5.2             The
  Purchaser hereby authorizes the Issuer to correct any minor errors in, or complete
  any minor information missing from any part of the Subscription Agreement and
  any other schedules, forms, certificates or documents executed by the Purchaser
  and delivered to the Issuer in connection with the Private Placement. 

 5.3             The
  Issuer may rely on delivery by fax machine of an executed copy of this Subscription
  Agreement, and acceptance by the Issuer of such faxed copy will be equally effective
  to create a valid and binding agreement between the Purchaser and the Issuer
  in accordance with the terms of this Subscription Agreement. 

 5.4             Without
  limitation, this subscription and the transactions contemplated by this Subscription
  Agreement are conditional upon and subject to the Issuer's having obtained such
  regulatory approval of this subscription and the transactions contemplated by
  this Subscription Agreement as the Issuer considers necessary. 

 5.5             This
  Subscription Agreement is not assignable or transferable by the parties hereto
  without the express written consent of the other party to this Subscription
  Agreement. 

 5.6             Time
  is of the essence of this Subscription Agreement and will be calculated in accordance
  with the provisions of the Interpretation Act (British Columbia). 

 5.7             Except
  as expressly provided in this Subscription Agreement and in the agreements,
  instruments and other documents contemplated or provided for in this Subscription
  Agreement, this Subscription Agreement contains the entire agreement between
  the parties with respect to the Securities and there are no other terms, conditions,
  representations or warranties whether expressed, implied, oral or written, by
  statute, by common law, by the Issuer or by anyone else. 

5.8             The
  parties to this Subscription Agreement may amend this Subscription Agreement
  only in writing. 

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

 5.10           A
  party to this Subscription Agreement will give all notices to or other written
  communications with the other party to this Subscription Agreement concerning
  this Subscription Agreement by hand or by registered mail addressed to the address
  given on page 1. 

 5.11           This
  Subscription Agreement is to be read with all changes in gender or number as
  required by the context. 

 5.12           This
  Subscription Agreement will be governed by and construed in accordance with
  the laws of British Columbia (without reference to its rules governing the choice
  or conflict of laws) and the parties hereto irrevocably attorn and submit to
  the exclusive jurisdiction of the courts of British Columbia with respect to
  any dispute related to this Subscription Agreement. 

 [End of Subscription Agreement]