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


 


 HAYWOOD SECURITIES INC. 

  Commerce Place, 400 Burrard Street 

  Suite 2000 

  Vancouver, British Columbia 

  V6C 3A6 

 September 3, 2004 

 Kimber Resources Inc. 

  Suite 215 – 800 West Pender Street 

  Vancouver, British Columbia. 

  V6C 2V6 

 Attention:     Robert Longe, President & CEO


 Dear Sirs: 

 We understand that Kimber Resources Inc. (the "Company")
  proposes to issue (the "Offering") up to 1,000,000 units at $1.50 per unit
  for gross proceeds of $1,500,000, subject to the over-allotment option described
  below. As used herein, “Units” includes both the 1,000,000 units
  which are subject to the Offering and the 500,000 units which are subject to
  the over-allotment option and “Unit” means any one of them. Each
  Unit will consist of one common share (a “Share”) and one-half of
  one non-transferable share purchase warrant (one whole warrant called a “Warrant”).
  Each whole Warrant is exercisable for one additional common share (a “Warrant
  Share”) for a period of 18 months from the Closing Date (as hereinafter
  defined) at a price of $1.80 per Warrant Share.

 Subject to the terms and conditions set forth below, the Company
  appoints Haywood Securities Inc. (the "Agent") to act as the Company's sole
  and exclusive agent in accordance with section 1.3 hereof.

 All references to dollars or $ herein are to lawful
  currency of Canada, unless otherwise indicated. 

 In this Agreement "Securities" means the Shares, Warrants,
  Warrant Shares, Agent's Option, Agent’s Warrants, Agent's Shares, Agent’s
  Warrant Shares, Finance Units, Finance Shares, Finance Warrants and Finance
  Warrant Shares (all as hereinafter defined). In this agreement "business day"
  means any day except Saturday, Sunday or a statutory holiday in Vancouver, British
  Columbia. 

 In this Agreement, the terms “material change”,
  “material fact”, “misrepresentation” and “distribution”
  have the meanings ascribed thereto in the applicable securities legislation
  of the Selling Jurisdictions. 

 1.                              Offering

 1.1                              The
  Agent will act as agent of the Company and use its commercially reasonable efforts
  to arrange for purchasers ("Purchasers") for the Units in the Provinces of British
  Columbia, Alberta and Ontario (the "Selling Jurisdictions"), and in the United
  States and such other jurisdictions as may be agreed upon by the Agent and the
  Company. 

 1.2                              The
  sale of the Units to Purchasers where such sale would constitute a distribution
  in British Columbia will be effected in a manner so as to be exempt from the
  prospectus requirements of the Securities Act (British Columbia) (the
  "B.C. Act"), pursuant to the provisions of section 74(2)(4) of the B.C. Act
  or pursuant to Part 3 or Part 5 of Multilateral Instrument 45-103 ("MI45-103").
  The sale of 




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 Units to Purchasers where such sale would constitute a distribution
  in Alberta will be effected in such a manner so as to be exempt from the prospectus
  requirements of the Securities Act  (Alberta) (the "Alberta Act") pursuant
  to section 122.2 of the Alberta Securities Commission Rules or pursuant to Part
  3 or Part 5 of MI45-103. The sale of the Units to Purchasers where such sale
  would constitute a distribution in Ontario will be effected in such manner so
  as to be exempt from the prospectus requirements of the Securities Act
  (Ontario) (the "Ontario Act") pursuant to section 2.3 of Rule 45-501 of the
  Ontario Securities Commission. The sale of the Units to any Purchaser who is
  a U.S. subscriber (being any “U.S. Person” under Regulation S of
  the United States Securities Act of 1933, as amended (the “U.S. Securities
  Act”), including (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) will be effected only on the basis of the “accredited
  investor” exemption from U.S. federal registration requirements. 

 1.3                              The
  Company hereby agrees that the Agent shall have an over-allotment option of
  up to 500,000 additional Units to cover over-subscriptions to the Offering,
  which additional Units shall be subject to the same terms and conditions as
  apply to the 1,000,000 Units which are the subject of the Offering. 

 1.4                             
  In consideration of the services performed by the Agent under this Agreement,
  which services shall include: 

	 	 (a)      	 acting as the Company's agent to solicit offers
        to purchase the Units; 

	 
	 	 (b)      	 advising the Company with respect to the private
        placement of the Units; and 

	 
	 	 (c)      	 co-ordinating and review of the private placement
        documentation and assisting in the preparation of the form of subscription
        agreement, including any form, questionnaire, and undertaking incorporated
        therein or appended thereto, (collectively, the "Subscription Agreement")
        to be entered into between the Company and each of the Purchasers to be
        used in connection with the Offering; 



 the Company agrees to pay to the Agent at the Time of Closing
  (as defined in section 9.1 hereof) a commission (the "Agent’s Commission")
  equal to 8% of the gross proceeds received under the Offering, payable in cash,
  and to issue to the Agent an option (the "Agent's Option"), entitling the Agent
  to purchase that number of Units (the "Agent’s Units") equal to 10% of
  the aggregate number of Units sold pursuant to the Offering until 4:30 p.m.
  (Vancouver time) on the first business day that is 18 months from the Closing
  Date at a price of $1.80 per Agent’s Unit. Each Agent's Unit shall
  have the same terms as the Units sold under the Offering, and shall be comprised
  of one common share (an "Agent's Share") and one-half of one warrant (one whole
  warrant called an "Agent's Warrant"). Each Agent's Warrant will entitle the
  holder to purchase one additional common share (an "Agent's Warrant Share")
  for a period of 18 months from the Closing Date at a price of $1.80 per
  Agent's Warrant Share. 

 1.5                              The
  Company will also pay the Agent a corporate finance fee of 40,000 units, (the
  "Finance Units") plus GST, payable in cash, on the same terms as the Units being
  sold as part of the Offering, at a deemed price of $1.50 per Unit, for the
  Agent's services in connection with the coordination and review of the Offering.
  The Finance Units shall be comprised of one common share (a "Finance Share")
  and one-half of one common share purchase warrant (one whole warrant called
  a "Finance Warrant"). Each Finance Warrant will entitle the holder to purchase
  one additional common 




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 share (a "Finance Warrant Share") for a period of 18 months
  from the Closing Date at a price of $1.80 per Finance Warrant Share. 

 1.6                              The
  Company agrees that the Agent will be permitted to appoint other registered
  dealers (or other dealers duly qualified in their respective jurisdictions)
  as its agents to assist in the Offering and that the Agent may determine the
  remuneration payable by the Agent to such other dealers appointed by it. 

 1.7                              The
  Warrants, the Finance Warrants and the Agent's Warrants will be governed by
  the terms and conditions set out in the certificates representing the Warrants
  (together, the "Warrant Certificates") or, at the sole discretion of the Company,
  a warrant indenture dated as of the Closing Date between the Company and Computershare
  Trust Company of Canada governing the Warrants, and the Agent's Option will
  be governed by the terms and conditions set out in the certificate representing
  the Agent's Option (the "Agent's Option Certificate"). 

 1.8                             
  The Warrant Certificates and Agent's Option Certificate will be in forms acceptable
  to the Agent acting reasonably and will contain, among other things, provisions
  for the appropriate adjustment in the class, number and price of the Warrant
  Shares, Agent's Shares, Agent's Warrants, Agent's Warrant Shares and Finance
  Warrant Shares issued upon the exercise of the Warrants, the Agent’s Option,
  the Agent’s Warrants or the Finance Warrants, as applicable, upon the
  occurrence of certain events, including any subdivision, consolidation or reclassification
  of the common shares of the Company, payments of stock dividends or the amalgamation
  or other reorganization of the Company. 

 2.                               Representations
  and Warranties of the Company

 2.1                             
  The Company represents and warrants to the Agent and to and for the benefit
  of the Purchasers and acknowledges that the Agent and the Purchasers are relying
  upon such representations and warranties, as follows: 

	 	 (a)      	 the Company has been duly incorporated, amalgamated
        or continued and organized and is validly existing under the laws of its
        jurisdiction of its incorporation, amalgamation or continuance and is
        duly qualified to carry on its business and is in good standing in respect
        of the filing of annual reports in its jurisdiction of incorporation,
        and has all requisite corporate power and authority to carry on its business
        as now conducted and as currently proposed to be conducted and to own,
        lease and operate its property and assets; 

	 
	 	 (b)      	 the Company has no subsidiaries other than Minera
        Monterde, S. de R.L. de C.V.; 

	 
	 	 (c)      	 the Company is and will at the Time of Closing (as
        hereinafter defined) be a reporting issuer in good standing under the
        securities laws of the Provinces of British Columbia, Alberta and Ontario
        (collectively, the "Reporting Jurisdictions") and no material change relating
        to the Company has occurred with respect to which the requisite material
        change report has not been filed under any applicable securities laws
        in the Reporting Jurisdictions and no such disclosure has been made on
        a confidential basis; 

	 
	 	 (d)      	 the Company has full corporate power and authority
        to undertake the Offering and to issue the Securities; 

	 
	 	 (e)      	 at the Time of Closing (as hereinafter defined),
        the Warrants, the Agent's Option and the Finance Warrants will be duly
        and validly created, authorized and issued, and the Warrant Shares, the
        Agent's Warrant Shares, the Agent's Shares and the Finance Warrant 








 - 4 - 

	 	 	 Shares will be duly and validly authorized, allotted
        and reserved for issuance upon exercise of the Warrants, the Agent's Option
        and the Finance Warrants, respectively, and the Warrant Shares, and the
        Agent's Warrant Shares and the Finance Warrant Shares will, upon exercise
        of the Warrants and Agent's Option, and Finance Warrants respectively,
        be issued as fully paid and non-assessable securities; 

	 
	 	 (f)      	 at the Time of Closing, the common shares of the
        Company will be listed on the Toronto Stock Exchange (the "Exchange");
      

	 
	 	 (g)      	 at the Time of Closing, the Shares and the Finance
        Shares will be issued as fully paid and non-assessable securities; 

	 
	 	 (h)      	 the authorized capital of the Company consists of
        80,000,000 common shares without par value, of which 27,504,070 common
        shares are issued and outstanding as at the date hereof as fully paid
        and non-assessable; 

	 
	 	 (i)      	 the Company has full corporate power and authority
        to enter into this Agreement and the Subscription Agreements, and to perform
        its obligations set out herein and therein, and each of this Agreement
        and the Subscription Agreements has been, or will be upon execution and
        delivery thereof, duly authorized, executed and delivered by the Company
        and constitutes, or will constitute when executed and delivered, a legal,
        valid and binding obligation of the Company enforceable in accordance
        with their respective terms; 

	 
	 	 (j)      	 the Company is not in default or breach of, and
        the execution and delivery of each of this Agreement and the Subscription
        Agreements, and the performance of the transactions contemplated thereby
        will not result in a breach of, and do not create a state of facts which,
        after notice or lapse of time or both, will result in a breach of, and
        do not and will not conflict with, any of the terms, conditions or provisions
        of the constating documents, resolutions or by-laws of the Company or
        any indenture, contract, agreement (written or oral), instrument, lease
        or other document to which the Company is a party or by which the Company
        is or will be contractually bound as of the Time of Closing; 

	 
	 	 (k)      	 except for the Mexican mineral concession described
        in the Public Record (as defined below) as the “Group 5 concession”,
        which expired in June 2004 and title to which has not been renewed by
        the Company, the Company is the beneficial owner of or has the right to
        acquire the mineral interests in the mining properties, business and assets
        referred to in the prospectuses, annual information forms, offering memoranda,
        material change reports and press releases filed with the Securities Commissions
        in the Reporting Jurisdictions on or during the twelve (12) months preceding
        the date hereof (collectively, the "Public Record") and any and all agreements
        pursuant to which the Company holds or will hold any such interest in
        property, business or assets are in good standing in all material respects
        according to their terms, and the properties are in good standing in all
        material respects under the applicable statues and regulations of the
        jurisdictions in which they are situated; 

	 
	 	 (l)      	 the Public Record is in all material respects accurate
        and omit no facts, the omission of which makes the Public Record, or any
        particulars therein, misleading or incorrect; 

	 
	 	 (m)      	 the Company is not a party to, and the Company has
        not granted any agreement, warrant, option, right or privilege capable
        of becoming an agreement, for the purchase, subscription or issuance of
        any of its securities except as disclosed in the Public Record; 








 - 5 - 

	 	 (n)      	 except as disclosed in the Public Record, no actions,
        suits, inquiries or proceedings are pending or, to the knowledge of the
        Company, are contemplated or threatened to which the Company is a party
        or to which the property of the Company or any of its Subsidiaries is
        subject that would result individually or in the aggregate in any material
        adverse change in the operations, business or condition (financial or
        otherwise) of the Company; 

	 
	 	 (o)      	 the audited annual financial statements of the Company
        as at and for the year ended June 30, 2003 and the unaudited financial
        statements of the Company as at and for the nine month period ended March
        31, 2004 (collectively the "Financial Statements") present fairly, in
        all material respects, the financial position of the Company as at the
        dates set out therein and the results of its operations and the changes
        in its financial position for the periods then ended, in accordance with
        generally accepted Canadian accounting principles; 

	 
	 	 (p)      	 except as disclosed in the Public Record, there
        has not been any material change in the assets, liabilities or obligations
        (absolute, accrued, contingent or otherwise) of the Company as set forth
        in the Financial Statements and there has not been any material adverse
        change in the business, operations or condition (financial or otherwise)
        or results of the operations of the Company, since March 31, 2004 and
        since that date there have been no material facts, transactions, events
        or occurrences which could materially adversely affect the business of
        the Company; 

	 
	 	 (q)      	 other than the Agent and its agents, there is no
        person, firm or corporation acting or purporting to act at the request
        of the Company, who is entitled to any brokerage or finder's fee in connection
        with the transactions contemplated herein and in the event that any person,
        firm or corporation acting or purporting to act for the Company establishes
        a claim for any fee from the Agent, the Company covenants to indemnify
        and hold harmless the Agent with respect thereto and with respect to all
        costs reasonably incurred in defense thereof; 

	 
	 	 (r)      	 to the best of its knowledge, the Company has conducted
        and is conducting its business in compliance with all applicable laws,
        by-laws, rules and regulations of each jurisdiction in which its business
        is carried on and holds all licences, registrations, permits, consents
        or qualifications (whether governmental, regulatory or otherwise) required
        in order to enable its business to be carried on as now conducted or as
        proposed to be conducted, and all such licences, registrations, permits,
        consents and qualifications are valid and subsisting and in good standing;
      

	 
	 	 (s)      	 the Company has not received any notice of proceedings
        relating to the revocation or modification of any license, registration,
        permit, consent or qualification referred to in paragraph (r) above which,
        if the subject of an unfavourable decision, ruling or finding, would materially
        adversely affect the conduct of the business, operations, condition (financial
        or otherwise) or income of the Company; 

	 
	 	 (t)      	 except for a cease trade order issued by the British
        Columbia Securities Commission in June 2003 in respect of interim financial
        statements which were mailed to shareholders but not SEDAR-filed before
        the deadline specified therefor, which cease trade order was revoked shortly
        after it was issued, no order ceasing or suspending trading in securities
        of the Company or prohibiting the sale of securities by the Company has
        been issued and no 








 - 6 - 

	 	 	 proceedings for this purpose have been instituted,
        are pending, contemplated or threatened; 

	 
	 	 (u)      	 the Company has not, directly or indirectly, declared
        or paid any dividend or declared or made any other distribution on any
        of its common shares or securities of any class, or, directly or indirectly,
        redeemed, purchased or otherwise acquired any of its common shares or
        securities or agreed to do any of the foregoing; 

	 
	 	 (v)      	 there is not, in the constating documents or by-laws
        of the Company or in any agreement, mortgage, note, debenture, indenture
        or other instrument or document to which the Company is a party, any restriction
        upon or impediment to the declaration or payment of dividends by the directors
        of the Company or the payment of dividends by the Company to the holders
        of its common shares, as long as any dividends are paid out of monies
        properly available under applicable corporate laws for the payment of
        dividends; 

	 
	 	 (w)      	 Computershare Trust Company of Canada has been duly
        appointed as the transfer agent and registrar for all of the outstanding
        common shares of the Company; 

	 
	 	 (x)      	 the Company has taken or will take all steps as
        may be necessary to comply with the requirements of the applicable securities
        laws of the Selling Jurisdictions and such other jurisdictions in which
        the Units are sold and the Company is entitled to avail itself of the
        applicable prospectus and registration exemptions available under the
        applicable securities laws of the Selling Jurisdictions in respect of
        the trades in the Units to Purchasers resident in those jurisdictions
        and in respect of the distribution of the Agent's Option and the Finance
        Units to the Agent; 

	 
	 	 (y)      	 the Subscription Agreements to be entered into between
        the Company and the Purchasers and any other written or oral representations
        made by the Company to a Purchaser or potential Purchaser in connection
        with the Offering will be accurate in all material respects and will omit
        no fact, the omission of which will make such representation misleading;
      

	 
	 	 (z)      	 the Company is not a "reporting issuer" in any jurisdiction
        other than the Reporting Jurisdictions; 

	 
	 	 (aa)      	 all filings made by the Company under which it has
        received or is entitled to government loans or incentives, have been made
        in accordance, in all material respects, with applicable legislation and
        contain no misrepresentations of a material fact or omit to state any
        material fact which could cause any amount previously paid to the Company
        or previously accrued on the accounts thereof to be recovered or disallowed;
      

	 
	 	 (bb)      	 the minute books of the Company are true and correct
        in all material respects and contain the minutes of all meetings and all
        resolutions of the directors and shareholders thereof, except for the
        minutes of the extraordinary general meeting held on May 28, 2004; 

	 
	 	 (cc)      	 on or before Closing, the Company has taken or will
        take all reasonable steps necessary to obtain the consent of the Exchange
        and has complied or will comply with all other regulatory requirements
        applicable on the offering and sale of the Units on a "private placement"
        basis as contemplated by the Offering; 








 - 7 - 

	 	 (dd)      	 the auditors of the Company who audited the consolidated
        financial statements of the Company most recently delivered to the security
        holders of the Company and delivered their report with respect thereto,
        were at the relevant time independent chartered accountants; 

	 
	 	 (ee)      	 the Company has established on its books and records
        reserves that are adequate for the payment of all taxes not yet due and
        payable and there are no liens for taxes on the assets of the Company;
        there are no audits known by the Company's management to be pending of
        the tax returns of the Company (whether federal, provincial, local or
        foreign) and there are no claims which have been or may be asserted relating
        to any such tax returns, which audits and claims, if determined adversely,
        would result in the assertion by any government agency of any deficiency
        that would have a material adverse effect on the assets, properties, business,
        results of operations, prospects or condition (financial or otherwise)
        of the Company; 

	 
	 	 (ff)      	 neither Canada Customs and Revenue Agency, the Internal
        Revenue Service of the United States or any other taxation authority has
        asserted or, to the best of the Company's knowledge, threatened to assert
        any assessment, claim or liability for taxes due or to become due in connection
        with any review or examination of the tax returns of the Company filed
        for any year which would have a material adverse effect on the assets,
        properties, business, results of operations, prospects or condition (financial
        or otherwise) of the Company; 

	 
	 	 (gg)      	 the Company is not a party to any material contracts
        other than as disclosed by the Company to counsel for the Agent; 

	 
	 	 (hh)      	 each of the material contracts to which the Company
        is a party has been duly authorized, executed and delivered by the Company
        and is a legal, valid and binding obligation of the Company enforceable
        in accordance with their respective terms; 

	 
	 	 (ii)      	 all of the representations and warranties made by
        the Company in this Agreement will continue to be true and correct as
        of the Time of Closing (as hereinafter defined). 



 3.                               Representations
  and Warranties of the Agent

 3.1                              The
  Agent represents and warrants to the Company and acknowledges that the Company
  will be relying upon such representations and warranties in entering into this
  Agreement, that: 

	 	 (a)      	 it holds all licenses and permits that are required
        for carrying on its business in the manner in which such business has
        been carried on; 

	 
	 	 (b)      	 it has good and sufficient right and authority to
        enter into this Agreement and complete its transactions contemplated under
        this Agreement on the terms and conditions set forth herein; 

	 
	 	 (c)      	 it is appropriately registered under the applicable
        securities laws of the Selling Jurisdictions so as to permit it to lawfully
        fulfil its obligations hereunder; and 

	 
	 	 (d)      	 it is a member in good standing on the Exchange.
      








 - 8 - 

 3.2                              The
  representations and warranties of the Agent contained in this Agreement shall
  be true at the Time of Closing as though they were made at the Time of Closing.


4.                               Covenants
  of the Company 

4.1                              The
  Company hereby covenants to and with the Agent that it will: 

	 	 	 (a)      	 allow the Agent and its counsel to conduct
        all due diligence in connection with the Offering which the Agent may
        reasonably require; 

	 
	 	 	 (b)      	 use its reasonable best efforts to obtain
        any necessary regulatory consents to the Offering on such terms as are
        mutually acceptable to the Agent and the Company, acting reasonably; 

	 
	 	 	 (c)      	 duly, punctually and faithfully fulfil
        all legal requirements to permit the creation, issuance, offering and
        sale of the Securities including, without limitation, compliance with
        all applicable securities legislation to enable the Securities to be distributed
        in accordance with this Agreement; 

	 
	 	 	 (d)      	 ensure that the offer, sale and distribution
        of the Securities will fully comply with the requirements of applicable
        securities legislation in the Selling Jurisdictions; 

	 
	 	 	 (e)      	 use its reasonable best efforts to maintain
        the listing of its common shares on the Exchange, or another recognized
        stock exchange until the expiry date of the Agent's Options and for a
        period of twelve (12) months thereafter; 

	 
	 	 	 (f)      	 use its reasonable best efforts to maintain
        its status as reporting issuer under the securities legislation in the
        Reporting Jurisdictions from the date hereof until the expiry date of
        the Agent's Options and for a period of twelve (12) months thereafter;
      

	 
	 	 	 (g)      	 duly and punctually perform all the obligations
        to be performed by it under this Agreement and the Subscription Agreements;
      

	 
	 	 	 (h)      	 during the period commencing on the date
        hereof and ending on the conclusion of the distribution of the Units,
        give the Agent prompt written notice of any material change (actual, proposed,
        anticipated, or threatened) in or affecting the business, affairs, operations,
        assets, liabilities (contingent or otherwise), capital or control of the
        Company, provided that if the Company is uncertain as to whether a material
        change, change, occurrence or event of the nature referred to in this
        subparagraph has occurred, the Company shall promptly inform the Agent
        of the full particulars of the occurrence giving rise to the uncertainty
        and shall consult with the Agent as to whether the occurrence is of such
        nature; 

	 
	 	 	 (i)      	 during the period commencing with the
        date hereof and ending on the conclusion of the distribution of the Units
        promptly inform the Agent of: 

	 
	 	 	 	 (i)     
      
	 any request of any securities commission, stock
        exchange, or similar regulatory authority for any information relating
        to the Company or its directors, officers or insiders; 








 - 9 - 

	 	 	(ii)	the issuance by a securities commission, stock exchange
        or similar regulatory authority 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 or institution of any proceedings for
        that purpose; and 

	 	 	 	 
	 	 	(iii)	the receipt by the Company of any communication from
        any securities commission, stock exchange, or similar regulatory authority
        relating to the Public Record or the distribution of the Units; 





	 	 (j)      	 enter into Subscription Agreements with each Purchaser
        substantially in the form as agreed between the Company and its counsel
        and the Agent and its counsel; 

	 	 	 
	 	 (k)      	 accept no later than the Closing Date each duly
        executed Subscription Agreement provided that the acceptance of such Subscription
        Agreements would not be in breach of or contrary to applicable laws nor
        obligate the Company to issue an aggregate of more than 1,500,000 Units
        to Purchasers, which the Company, at its sole discretion, acting reasonably,
        decides to accept; and 

	 	 	 
	 	 (l)      	 use its commercially reasonable efforts to take
        all steps necessary prior to the Time of Closing to obtain the consent
        of the Exchange and comply with all other regulatory requirements applicable
        on the offering and sale of the Units on a "private placement" basis as
        contemplated by the Offering prior to the Time of Closing. 



5.                              Covenants
  of the Agent 

5.1                             The
  Agent covenants with the Company that: 

	 	 	 (a)      	 it will not offer or sell Units in any Province
        or territory within Canada other than in British Columbia, Alberta and
        Ontario (unless subsequently agreed to by the Company); 

	 
	 	 	 (b)      	 it will comply with all applicable securities laws
        in connection with the Offering; 

	 
	 	 	 (c)      	 it has not and will not conduct any general solicitation
        or general advertising in connection with the offer and sale of the Units,
        including advertisements, articles, notices or other communications published
        in any newspaper, magazine or similar media or broadcast over radio or
        television other than a tombstone advertisement announcing the completion
        of the Offering; and 

	 
	 	 	 (d)      	 it will obtain from each Purchaser a duly completed
        and executed Subscription Agreement. 



6.                              Conditions
  of Closing 

 6.1                              The
  purchase and sale of the Units and the Closing (as hereinafter defined) shall
  be subject to the following conditions: 

	 	(a) 	the Company having obtained all requisite regulatory
        approvals required to be obtained by the Company in respect of the Offering
        on terms mutually acceptable to the Company and the Agent; 








 - 10 - 

	 	 (b)      	 the Company having complied fully with
        all relevant statutory and regulatory requirements required to be complied
        with prior to the Time of Closing in connection with the Offering; 

	 
	 	 (c)      	 the Company having taken all necessary
        corporate action to authorize and approve this Agreement and the Subscription
        Agreements, the issuance of the Securities and all other matters relating
        thereto; 

	 
	 	 (d)      	 the Agent having received at Closing a
        favourable legal opinion of counsel to the Company (or such other law
        firm or firms reasonably acceptable to the Agent), addressed to the Agent,
        the Agent's counsel and each of the Purchasers, acceptable in all reasonable
        respects to counsel to the Agent to the following effect: 

	 
	 	 	 (i)      
	 The Company is a corporation duly incorporated
        and validly existing under the laws of the Province of British Columbia.
        The Company is, with respect to its annual report filings with the BC
        Registrar of Companies, in good standing; 

	 
	 	 	 (ii)      
	 The Company has all requisite corporate
        power and authority to conduct the business now carried on by it and as
        presently proposed to be conducted by it, and to own its properties and
        assets; 

	 
	 	 	 (iii)      
	 The Company is registered to carry on
        business under the laws of each jurisdiction in which it carries on a
        material portion of its business, as now conducted by it and as presently
        proposed to be conducted by it; 

	 
	 	 	 (iv)      
	 The Company is a reporting issuer under
        the securities laws of each of the Reporting Jurisdictions and is not
        included in a list of defaulting reporting issuers maintained pursuant
        to the securities laws of each of the Reporting Jurisdictions; 

	 
	 	 	 (v)      
	 The Company has full corporate power and
        authority to enter into the Agency Agreement and Subscription Agreements
        and to complete the transactions contemplated therein, and all necessary
        corporate action has been taken to authorize the execution and delivery
        by the Company of the Agency Agreement and the Subscription Agreements
        and the Agency Agreement and Subscription Agreements constitute legal,
        valid and binding obligations of the Company enforceable against the Company
        in accordance with their respective terms; 

	 
	 	 	 (vi)      
	 The execution and delivery of the Agency
        Agreement and the Subscription Agreements and the fulfillment of the terms
        thereof by the Company, and the performance of and compliance with the
        terms of the Agency Agreement and Subscription Agreements by the Company:
      

	 
	 	 	 	 (A)      
	 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: 

	 
	 	 	 	 	 (1)     
      
	 to the best of counsel’s knowledge, any applicable
        laws that are material to the Company and its operations; 

	 
	 	 	 	 	 (2)      
	 any term or provision of the charter documents of
        the Company; 








 - 11 - 

	 	 	 	 	(3)
	to the best of counsel’s knowledge, any resolutions
        of the directors or shareholders of the Company; 

	 	 	 	 	 	 
	 	 	 	 	(4)
	to the best of counsel’s knowledge, any mortgage,
        note, indenture, contract, agreement (written or oral), lease, or other
        document to which the Company is a party or by which the Company is bound
        as of the date of this opinion; or 

	 	 	 	 	 	 
	 	 	 	 	(5)
	to the best of counsel’s knowledge, any judgment,
        decree, order, statute, rule or regulation applicable to the Company;
      

	 	 	 	 	 	 
	 	 	 	which default or breach
        might reasonably be expected to materially adversely affect the business,
        operations, capital or condition (financial or otherwise) of the Company
        (taken as a whole) or its properties or assets; and 

	 	 	 	 
	 	 	 	(B)
	do not require any approval
        or consent of any regulatory authority having jurisdiction, except such
        as has already been obtained. 





	 	 	 (vii)      	 The authorized capital of the Company consists of
        80,000,000 common shares of which � were issued
        and outstanding as of the close of business as of the last business day
        immediately preceding the Closing Date; 

	 
	 	 	 (viii)      	 The Shares and the Finance Shares are validly issued
        as fully paid and non- assessable shares in the capital of the Company;
      

	 
	 	 	 (ix)      	 The Warrants and the Finance Warrants and the Agent's
        Options have been duly created and validly authorized and allotted for
        issuance and upon issuance in accordance with the Agency Agreement and
        the Subscription Agreements, are issued as fully paid and non-assessable
        securities and constitute legal, valid and binding obligations of the
        Company enforceable in accordance with their terms; 

	 
	 	 	 (x)      	 The Agent's Shares to be issued pursuant to the
        exercise in whole or in part of the Agent's Option have been validly authorized,
        allotted and reserved for issuance and, upon receipt of full consideration
        therefore in accordance with the terms of the Agent's Options, will be
        issued as fully paid and non-assessable common shares in the capital of
        the Company; 

	 
	 	 	 (xi)      	 The Agent's Warrants to be issued pursuant to the
        exercise in whole or in part of the Agent's Option, have been validly
        authorized, and, upon receipt of full consideration therefore in accordance
        with the terms of the Agent's Options, will be issued as fully paid and
        non-assessable securities and will constitute legal, valid and binding
        obligations of the Company, enforceable in accordance with their terms;
      

	 
	 	 	 (xii)      	 The Agent’s Warrant Shares to be issued pursuant
        to the exercise in whole or in part of the Agent's Warrants have been
        validly authorized, allotted and reserved for issuance and, upon receipt
        of full consideration therefor in accordance with the terms of the Agent’s
        Warrants, will be validly issued as fully paid and non- assessable common
        shares in the capital of the Company; 








 - 12 - 

	 	 	 (xiii)  	 The Warrant Shares and the
        Finance Warrant Shares to be issued pursuant to the exercise in whole
        or in part of the Warrants and the Finance Warrants, respectively, have
        been validly authorized, allotted and reserved for issuance and, upon
        receipt of full consideration therefore in accordance with the terms of
        the Warrants, will be validly issued as fully paid and non-assessable
        common shares in the capital of the Company;

	 	 	  	 
	 	 	 (xiv)  	 The issuance of the Securities
        has been approved by the Exchange, and the Shares and the Finance Shares
        have been accepted for listing upon the Exchange and the Warrant Shares,
        the Finance Warrant Shares, the Agent's Shares and the Agent's Warrant
        Shares have been accepted for reservation for listing on the Exchange,

	 	 	  	 
	 	 	 (xv)  	 The offering, issuance,
        sale and delivery of the Units by the Company to the Purchasers are exempt
        from the prospectus and registration requirements of the applicable securities
        laws of the Reporting Jurisdictions:

	 	 	  	 
	 	 	 (xvi)  	 The offering, issuance,
        sale and delivery of the Agent’s Option and the Finance Units by
        the Company to the Agent are exempt from the prospectus and registration
        requirements of the applicable securities laws;

	 	 	  	 
	 	 	 (xvii)  	 That the first trade of
        Shares, Warrants, or Warrant Shares by a Purchaser is subject only to
        a four month hold period under the laws of the Reporting Jurisdictions
        and the rules and policies of the Toronto Stock Exchange, provided that
        the Purchaser is not, in relation to the Company, a “control person”,
        as defined in such laws;

	 	 	  	 
	 	 	 (xviii)  	 The first trade by the Agent
        of Agent's Shares, Agent's Warrants, Agent’s Warrant Shares, Finance
        Shares, Finance Warrants or Finance Warrant Shares is subject only to
        a four month hold period, provided that the Agent is not, in relation
        to the Company, a control person;

	 	 	  	 
	 	 	 (xix)  	 The issuance of the Warrant
        Shares and Finance Warrant Shares on exercise of the Warrants and Finance
        Warrants respectively, will be exempt from the registration and prospectus
        requirements of applicable securities legislation in the Reporting Jurisdictions
        or in the U.S.;

	 	 	  	 
	 	 	 (xx)  	 The issuance of the Agent's
        Shares and Agent's Warrants on exercise of the Agent's Options and the
        issuance of the Agent's Warrant Shares on exercise of the Agent's Warrants,
        respectively, will be exempt from the registration and prospectus requirements
        of applicable securities legislation in the Reporting Jurisdictions; and

	 	 	  	 
	 	 	 (xxi)  	 Any additional matters requested
        by counsel to the Agent, acting reasonably. 

	 	 	  	 
	 	 	 In giving the
        opinions contemplated above, counsel to the Company shall be entitled
        to rely, where appropriate, upon such opinions of local counsel that counsel
        to the Company opines to the Agent are in form and substance satisfactory
        to counsel to the Company and that the Agent is entitled to rely on, and
        shall be entitled, as to matters of fact, to rely upon the representations
        and warranties of Purchasers contained in the executed Subscription Agreements,
        the representations and warranties of the Agent contained in 








 - 13 - 

	 	 	 this Agreement, a certificate of fact
        of the Company signed by officers in a position to have knowledge of such
        facts and their accuracy, and certificates of such public officials and
        other persons as are necessary or desirable in the opinion of counsel
        to the Company; 

	 
	 	 (e)      	 the Agent and each of the Purchasers having
        received a certificate of the Company dated the Closing Date signed by
        the Chief Executive Officer and the Chief Financial Officer of the Company
        or by such other officers acceptable to the Agent certifying as to certain
        matters reasonably requested by the Agent including certification that:
      

	 
	 	 	 (i)     
      
	 the Company has complied with all covenants and
        satisfied all terms and conditions of this Agreement on its part to be
        complied with and satisfied up to the Time of Closing; 

	 
	 	 	 (ii)      
	 all of the representations and warranties contained
        in this Agreement are true and correct as of the Closing Date with the
        same force and effect as if made at and as of the Closing Date, after
        giving effect to the transactions contemplated hereby; 

	 
	 	 	 (iii)      
	 since the date hereof, there has been no material
        adverse change (actual, proposed or prospective, whether financial or
        otherwise) in the business, affairs, operations, assets, liabilities (contingent
        or otherwise) or capital of the Company; 

	 
	 	 	 (iv)      
	 no order, ruling or determination having the effect
        of ceasing or suspending trading in any securities of the Company (including
        the Securities) has been issued and no proceedings for such purposes are
        pending, or, to the knowledge of such officers, contemplated or threatened;
      

	 
	 	 	 (v)      
	 the Company is a "reporting issuer" not in default
        under the securities laws of the Reporting Jurisdictions and no material
        change relating to the Company has occurred with respect to which the
        requisite material change statement has not been filed unless the Offering
        contemplated hereby constitutes a material change and no disclosure of
        any material change has been made on a confidential basis; 

	 
	 	 	 (vi)      
	 the Public Record does not contain a "misrepresentation"
        as defined in the applicable securities legislation of the Reporting Jurisdictions
        as at the date of such filing; 

	 
	 	 	 (vii)      
	 the execution and delivery of this Agreement and
        the Subscription Agreements, and the performance of the transactions contemplated
        thereby do not and will not result in a breach of, and do not create a
        state of facts which, after notice, or lapse of time or both, will result
        in a breach of, and do not and will not conflict with, any of the terms,
        conditions or provisions of the constating documents or by-laws of the
        Company or any trust indenture, agreement, or instrument to which the
        Company is contractually bound on the Closing Date; and 

	 
	 	 	 (viii)      
	 any additional matters requested by counsel to the
        Agent, acting reasonably; and 

	 
	 	 (f)      	 a certificate, in form and substance satisfactory
        to the Agent, issued under the B.C. Act, the Alberta Act and the Ontario
        Act stating, respectively, that the Company is not in default under the
        B.C. Act or the Alberta Act or the rules and regulations thereunder. 








 - 14 - 

 7.                              
  Closing

 7.1                              The
  purchase and sale of the the Units (the "Closing") shall be completed at the
  offices of Stikeman Elliott LLP at 10:00 am, (Vancouver time) (the "Time of
  Closing") on September 9, 2004 (the "Closing Date") or at such other time or
  on such other date or dates as the Company and the Agent may agree upon. The
  Offering may be completed at one or more partial closings in the discretion
  of the Company and the Agent (subject to the necessary regulatory approvals)
  and each such closing shall be made in accordance with the terms hereof. For
  the purposes of this agreement, the time and date of each such partial closing
  shall be a "Time of Closing" and "Closing Date", respectively. 

7.2                              At
  the Closing: 

	 	 (a)      	 the Agent, on behalf of the Purchasers,
        will deliver to the Company a bank draft or certified cheque representing
        the aggregate subscription price for the Units subscribed for hereunder,
        less the Agent's reasonable expenses and the Agent’s Commission
        and any other amounts owing to the Agent; 

	 
	 	 (b)      	 the Company shall deliver to the Agent:
      

	 
	 	 	 (i)     
      
	 the certificates representing the number of Shares
        and Warrants subscribed for under the Subscription Agreements; 

	 
	 	 	 (ii)      
	 the certificates representing the Agent's Option
        and the Finance Shares and Finance Warrants; 

	 
	 	 	 (iii)      
	 the requisite legal opinion and certificate as contemplated
        in section 6 hereof; 

	 
	 	 	 (iv)      
	 copies of approvals and other documents as may have
        been reasonably requested by the Agent on behalf of the Purchasers in
        connection with this Offering; 

	 
	 	 	 (v)      
	 photocopies of the Subscription Agreements confirming
        the execution thereof by the Company; and 

	 
	 	 	 (vi)      
	 such further documentation as may be contemplated
        herein or as counsel to the Agent or the applicable regulatory authorities
        may reasonably require. 



8.                              
  Expenses 

8.1                              Whether
  or not Closing occurs, the Company shall pay all reasonable costs, fees and
  expenses of or incidental to the performance of the obligations under this Agreement
  including, but not limited to: 

	 	 (a)      	 the cost of preparing and printing this Agreement
        and the Subscription Agreements; 

	 
	 	 (b)      	 the cost of printing the certificates for the Securities;
      

	 
	 	 (c)      	 the cost of registration, countersignature and delivery
        of the Securities; 

	 
	 	 (d)      	 the cost of preparing, printing and filing all securities
        filings required in connection with the Offering; 

	 
	 	 (e)      	 the fees and expenses of the Company's auditors,
        counsel and any local counsel; and 








 - 15 - 

	 	 (f)      	 the Agent's reasonable out-of-pocket expenses (including
        the reasonable fees and expenses of Agent's counsel). 



 8.2                              Any
  amounts payable to the Agent pursuant to the provisions of section 8.1 hereof
  shall be paid by the Company from time to time upon receiving an invoice therefor
  from the Agent. 

 9.                              
  Indemnities

 9.1                              The
  Company hereby covenants and agrees to protect, indemnify and hold harmless
  the Agent and its directors, officers, employees, solicitors and agents each
  being individually, an "Indemnified Party" and, collectively, the "Indemnified
  Parties") from and against all losses, claims, costs, damages or liabilities
  which they may suffer or incur caused by or arising directly or indirectly by
  reason of: 

	 	 (a)      	 any information or statement (except any information
        or statement relating solely to and supplied by the Agent) contained in
        the Public Record being or being alleged to be a misrepresentation; 

	 
	 	 (b)      	 the omission to state in the Public Record a material
        fact required to be stated therein or necessary to make the statements
        therein not misleading in light of the circumstances under which it was
        made (except the omission to state a material fact relating solely to
        the Agent); 

	 
	 	 (c)      	 the Company not complying with any requirement of
        any securities legislation or regulatory requirements in connection with
        the Offering; 

	 
	 	 (d)      	 any order made or any inquiry, investigation or
        proceeding commenced or threatened by any regulatory authority based upon
        an allegation that any untrue statement or alleged omission or any misrepresentation
        or alleged misrepresentation in the Public Record exists (except information
        and statements relating solely to the Agent) which prevents or restricts
        the trading in or distribution of the Securities; 

	 
	 	 (e)      	 the Company's failure to comply with any of its
        obligations hereunder including any breach of or default under any representation,
        warranty, covenant or agreement of the Company in any of this Agreement
        or the Subscription Agreement or any other document to be delivered pursuant
        thereto; or 

	 
	 	 (f)      	 any untrue statements in or omissions from any public
        disclosure documentation supplied by the Company and relied upon by the
        Agent in the performance of its duties. 



 9.2                             
  If any action or claim shall be asserted against an Indemnified Party in respect
  of which indemnity may be sought from the Company pursuant to the provisions
  hereof, or if any potential claim contemplated by this section shall come to
  the knowledge of an Indemnified Party, the Indemnified Party shall promptly
  notify the Company in writing of the nature of such action or claim (provided
  that any failure to so notify shall not affect the Company's liability under
  this paragraph unless such delay has prejudiced the defense to such claim).
  The Company shall assume the defense thereof at its expense, provided, however
  that the defense shall be through legal counsel acceptable to the Indemnified
  Party, acting reasonably. In addition, the Indemnified Party shall also have
  the right to employ separate counsel in any such action and participate in the
  defense thereof, and the fees and expense of such counsel shall be borne by
  the Company if: 




 - 16 - 

	 	 (a)      	 the Indemnified Party has been advised by counsel,
        acting reasonably, that representation of the Company and the Indemnified
        Party by the same counsel would be inappropriate due to actual or potential
        differing interests between them; or 

	 	 	 
	 	 (b)      	 the Company has failed within a reasonable time
        after receipt of such written notice to assume the defense of such action
        or claim. 



 9.3                              It
  is understood and agreed that neither party shall effect any settlement of any
  such action or claim or make any admission of liability without the written
  consent of the other party, such consent not to be unreasonably withheld or
  delayed. The indemnities hereby provided for shall remain in full force and
  effect and shall not be limited to or affected by any other indemnity in respect
  of any matters specified in this section obtained by the Indemnified Party from
  any other person. 

 9.4                              To
  the extent that any Indemnified Party is not a party to this Agreement, the
  Agent or the Company, as the case may be, shall obtain and hold the right and
  benefit of this section in trust for and on behalf of such Indemnified Party.


 9.5                              The
  Company hereby consents to personal jurisdiction and service and venue in any
  court in which any claim which is subject to indemnification hereunder is brought
  against the Agent or any Indemnified Party and to the assignment of the benefit
  of this section to any Indemnified Party for the purpose of enforcement. 

 9.6                              The
  Agent hereby consents to personal jurisdiction and service and venue in any
  court in which any claim which is subject to indemnification hereunder is brought
  against the Company or any Indemnified Party and to the assignment of the benefit
  of this section to any Indemnified party for the purpose of enforcement. 

 10.                             Contribution

 10.1                            
  In the event that, for any reason, any indemnity provided for in section 9 hereof
  is illegal or unenforceable, the Agent and the Company shall contribute to the
  aggregate of all losses, claims, costs, damages, expenses or liabilities of
  the nature provided for in section 9 such that the Agent shall be responsible
  for that portion represented by the percentage that the Agent's Commission bears
  to the gross proceeds from the Offering and the Company shall be responsible
  for the balance. Notwithstanding the foregoing, a person guilty of fraudulent
  misrepresentation shall not be entitled to contribution from any other party.
  Any party entitled to contribution will, promptly after receiving notice of
  commencement of any claim, action, suit or proceeding against such party in
  respect of which a claim for contribution may be made against another party
  or parties under this section, notify such party or parties from whom contribution
  may be sought. In no case shall such party from whom contribution may be sought
  be liable under this contribution agreement unless such notice shall have been
  provided, but the omission to so notify such party shall not relieve the party
  from whom contribution may be sought from any other obligation it may have otherwise
  than under this section. The right to contribution provided in this section
  shall be in addition to, and not in derogation of, any other right to contribution
  which the Agent or the Company may have by statute or otherwise by law. 

 11.                             Termination
  Rights

 11.1                             The
  Agent shall be entitled, at its option, to terminate all of its obligations
  under this Agreement, and the obligations of any person from whom the Agent
  has solicited an order to purchase the Units that has executed a Subscription
  Agreement, by notice to that effect delivered to the Company at any time prior
  to the Time of Closing in the event that: 




 - 17 - 

	 	 (a)      	 there shall occur or come into effect any event,
        condition or circumstance which constitutes a material change, financial
        or otherwise, (actual, proposed or prospective) in the business, affairs,
        operations, assets, liabilities (contingent or otherwise), prospects,
        condition or capital of the Company which, in the opinion of the Agent,
        would reasonably be expected to have a significant adverse effect on the
        business of the Company or the market price or value of the Units; 

	 
	 	 (b)      	 the Agent is of the sole opinion that the Units
        cannot be profitably marketed; 

	 
	 	 (c)      	 there is an enquiry or investigation (whether formal
        or informal) by any securities regulatory authority in relation to the
        Company or any one of the Company's directors or officers which in the
        opinion of the Agent seriously affects or may seriously affect the Offering;
      

	 
	 	 (d)      	 any order to cease trading in the securities of
        the Company is made by a securities regulatory authority and that order
        is still in effect; 

	 
	 	 (e)      	 the Agent determines that any of the representations
        or warranties made by the Company herein, is or has become false or misleading
        in any material respect; 

	 
	 	 (f)      	 there should develop, occur or come into effect
        any catastrophe of national or international consequence or any action,
        governmental law or regulation, inquiry or other occurrence of any nature
        whatsoever which, in the opinion of the Agent, seriously affects or may
        seriously affect the financial markets or the business of the Company;
        or 

	 
	 	 (g)      	 the Agent is not satisfied with the results of its
        due diligence investigations. 



 11.2                             
  If the Agent terminates this Agreement pursuant to this section 11, there shall
  be no further liability on the part of the Agent or the Purchasers. The right
  of the Agent to terminate its obligations under this Agreement is in addition
  to such other remedies as it may have or have in respect of any default, act
  or failure to act of the Company in respect of any of the matters contemplated
  by this Agreement. 

 12.                             
  Breach of Agreement

 12.1                             
  Any breach of, or failure by the Company to comply with, any term or condition
  of this Agreement shall entitle the Agent, on behalf of the Purchasers of the
  Units, to terminate their obligations to purchase the Units by notice to that
  effect given to the Company prior to the Time of Closing. If the Agent terminates
  this Agreement pursuant to this section 12, there shall be no further liability
  on the part of the Agent or the Purchasers. The Agent may waive, in whole or
  in part, or extend the time for compliance with, any terms and conditions without
  prejudice to its rights in respect of any other terms and conditions or any
  other or subsequent breach or non-compliance provided, however, that any waiver
  or extension must be in writing and signed by the Agent in order to be binding
  upon it. 

 13.                             Garnishing
  Orders

 13.1                             
  If at any time, up to and including the Time of Closing, the Agent receives
  a garnishing order or other form of attachment purporting to attach or garnish
  a part or all of the subscription price of the Units, the Agent may pay the
  amount purportedly attached or garnished into court. 




 - 18 - 

 13.2                             Any
  payment by the Agent into court contemplated in this Agreement is deemed to
  have been received by the Company as payment by the Agent against the subscription
  price of the Units to the extent of the amount paid, and the Company is bound
  to issue and deliver the Units proportionately to the amount paid by the Agent.


 13.3                             The
  Agent is not bound to ascertain the validity of any garnishing order or attachment,
  or whether in fact it attaches any monies held by the Agent, and the Agent may
  act with impunity in replying to any garnishing order or attachment. 

 13.4                             The
  Company will release, indemnify and save harmless the Agent in respect of all
  damages, costs, expenses or liability arising from any acts of the Agent under
  this section. 

 14.                             Notices

 14.1                             Any
  notice under this Agreement shall be given in writing and either delivered or
  telecopied to the party to receive such notice at the address or telecopy numbers
  indicated below:

to the Company: 

Kimber Resources Inc 

  215 – 800 West Pender St. 

  Vancouver, British Columbia 

  V6C 2V6 

Attention:          Robert
  Longe 

  Telecopier No.:  (604) 669-8577 

With a copy to the Company’s counsel: 

Stikeman Elliott LLP 

  Suite 1700 – Park Place 

  666 Burrard Street 

  Vancouver, B.C. 

  V6C 2X8 

  Attention:           C. Inge
  Poulus 

  Telecopier No.:  (604) 681-1825 

to the Agent: 

Haywood Securities Inc. 

  Commerce Place, 400 Burrard Street

  Suite 2000 

  Vancouver, British Columbia 

  V6C 3A6 

Attention:           Cliff
  Rich 

  Telecopier No.:  (604) 697-7495 




 - 19 -

with a copy to the Agent's counsel: 

Anfield Sujir Kennedy & Durno 

  Suite 1600 - 609 Granville Street 

  Vancouver, British Columbia 

  V7Y 1C3 

Attention:          
  Verlee Webb 

  Telecopier No.:  (604) 669-3877 

 or such other address or telecopy number as such party may
  hereafter designate by notice in writing to the other party. If a notice is
  delivered, it shall be effective from the date of delivery; if such notice is
  telecopied (with receipt confirmed), it shall be effective on the business day
  following the date such notice is telecopied.

 15.                             Survival

 15.1                             All
  representations, warranties, and agreements of the Company contained herein
  or contained in any document submitted pursuant to this Agreement or in connection
  with the purchase of the Units shall survive the purchase of the Units by the
  Purchasers and shall continue in full force and effect unaffected by any subsequent
  disposition of the Securities or the exercise of the Warrants for a period of
  twenty-four (24) months from the Closing Date. 

 16.                             Time
  of the Essence

 16.1                             Time
  shall, in all respects, be of the essence hereof. 

 17.                             
  Headings

 17.1                             The
  headings contained herein are for convenience only and shall not affect the
  meaning or interpretation hereof. 

 18.                             Singular
  and Plural, etc.

 18.1                             Where
  the context so requires, words importing the singular number include plural
  and vice versa, and words importing gender shall include the masculine, feminine
  and neuter genders. 

 19.                             
  Severability

 19.1                             The
  invalidity or unenforceability of any particular provision of this Agreement
  shall not affect or limit the validity or enforceability of the remaining provisions
  of this Agreement. 

 20.                             Governing
  Law

 20.1                             This
  Agreement shall be governed by and construed in accordance with the laws of
  the Province of British Columbia and the laws of Canada, applicable therein.

 21.                             
  Successors and Assigns

 21.1 
                              The
  terms and provisions of this Agreement shall be binding upon and enure to the
  benefit of the Company, the Agent and its respective successors and permitted
  assigns, provided that, 




 - 20 - 

 except as herein provided, this Agreement shall not be assignable
  by any party without the written consent of the others. 

 22.                             Further
  Assurances

 22.1                             Each
  of the parties hereto shall do or cause to be done all such acts and things
  and shall execute or cause to be executed all such documents, agreements and
  other instruments as may reasonably be necessary or desirable for the purpose
  of carrying out the provisions and intent of this Agreement. 

 23.                             Entire
  Agreement

 23.1                             The
  provisions herein contained constitute the entire agreement between the parties
  hereto and supersede all previous communications, representations, understandings
  and agreements between the parties with respect to the subject matter hereof,
  whether verbal or written.

 24.                             
  Counterparts

 24.1                             This
  Agreement may be executed in any number of counterparts all of which when taken
  together shall be deemed to be one and the same document and not withstanding
  their actual date of execution shall be deemed to be dated as of the date first
  above written. 

 25.                             
  Effective Date

 25.1                             This
  Agreement is intended to and shall take effect as of the date first set forth
  above, notwithstanding the actual date of execution or delivery. 

 If the above is in accordance with your understanding, please
  sign and return to the Agent a copy of this letter, whereupon this letter and
  your acceptance shall constitute a binding agreement between the Company and
  the Agent. 

 HAYWOOD SECURITIES INC. 

	 	  	 
	Per:  	”C.
      Rich”  	 
	 	 Authorized Signatory  	 
	 	 	 
	 	 The above offer is hereby accepted and agreed
      to as of the date first above written.  
	 	 	 
	 KIMBER RESOURCES INC.  	 
	 	  	 
	 	 	 
	 	  	 
	Per:  	“R.
      V. LONGE”  	 
	 	 Authorized Signatory